TIDMHOTC
RNS Number : 0427H
Hotel Chocolat Group PLC
20 March 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY
OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN HOTEL CHOCOLAT GROUP PLC OR ANY
OTHER ENTITY IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
Hotel Chocolat Group plc
("Hotel Chocolat", the "Company" or the "Group")
Result of Placing and Director/PDMR Dealings
Hotel Chocolat Group plc, a premium British chocolatier and
omni-channel retailer, is pleased to announce that following the
announcement earlier today (the "Launch Announcement") it has
received strong demand from existing Shareholders and other
high-quality institutional investors and therefore has increased
the placing to raise GBP22 million (the "Placing").
A total of 9,777,777 new ordinary shares of 0.1 pence each ("New
Ordinary Shares") were placed by Liberum at a price of 225 pence
per share (the "Placing Price"). The Placing was conducted by way
of an Accelerated Book Build process. Liberum Capital Limited
("Liberum") acted as sole broker on the Placing.
As outlined in the Launch Announcement, the net proceeds of the
Placing will be utilised by the Company to fund growth capital
investment and underpin the Company's growth plan and to provide
additional headroom.
Application has been made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM and it is
anticipated that trading in the New Ordinary Shares will commence
on AIM at 8.00 a.m. on 24 March 2020. The New Ordinary Shares will
rank pari passu with the Existing Ordinary Shares in issue. The New
Ordinary Shares will represent approximately 8.5 per cent. of the
Company's enlarged issued share capital on Admission (assuming no
other issuance of ordinary shares prior to Admission) ("Enlarged
Share Capital").
Following Admission of the New Ordinary Shares, the Company's
issued and fully paid share capital will consist of 125,448,678
ordinary shares of 0.1 pence each ("Ordinary Shares"), all of which
carry one voting right per share. The Company does not hold any
Ordinary Shares in Treasury. The figure of 125,448,678 Ordinary
Shares may be used by shareholders as the denominator for the
calculation by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company, under the DTRs.
Related Party Transaction
Angus Thirlwell, Peter Harris and Andrew Gerrie who are
subscribing for 888,888, 888,888 and 88,888 New Ordinary Shares at
the Placing Price, respectively, are considered to be related
parties of the Company and their participations in the Placing are
therefore related party transactions under the AIM Rules for
Companies.
Greg Hodder, Sophie Tomkins, Matt Pritchard and Matt Margereson
who are not participating in the Placing, and so are considered as
Independent Directors for the purposes of the Placing consider,
having consulted with Liberum, that the terms of the related party
transaction are fair and reasonable insofar as the Shareholders are
concerned.
Director/PDMR Dealings
Hotel Chocolat announces that it has been notified by certain
Directors of the Company, being founders Angus Thirlwell and Peter
Harris (the "Founders"), that they have subscribed for, as part of
the Placing, in aggregate, 1,777,776 New Ordinary Shares,
representing 1.4% of the Enlarged Share Capital.
The Company has also been notified by Non-Executive Chairman
Andrew Gerrie that he has subscribed for, as part of the Placing,
88,888 New Ordinary Shares.
Following the subscription for New Ordinary Shares, the Founders
and Andrew Gerrie will have the following resultant
shareholdings:
Initial Holding Resultant Holding
Director Number Percentage New Ordinary Price Number Percentage
of Ordinary of Existing Shares of New of Ordinary Enlarged
Shares Ordinary acquired Ordinary Shares Share
Shares shares Capital
acquired
----------------- ------------- ------------- ------------- ---------- ------------- -------------
Angus Thirlwell 36,366,769 31.4% 888,888 225p 37,255,657 29.7%
Peter Harris 36,366,769 31.4% 888,888 225p 37,255,657 29.7%
Andrew Gerrie 400,414 0.3% 88,888 225p 489,302 0.4%
Angus Thirlwell, Co-Founder and Chief Executive Officer,
said:
"The money raised today will help fund our growth plans both in
the UK and overseas and we're pleased our investors have supported
us with today's placing. Until there is more clarity on the impact
of the coronavirus outbreak, we'll continue adopt a prudent
approach to expansion. However, our brand and customer loyalty is
strong and with our highly successful multi-channel model, I'm
confident in the long term future of the business ."
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the Launch Announcement.
This announcement is released by Hotel Chocolat Group plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by Matt Pritchard, Chief Financial
Officer.
Enquiries:
Hotel Chocolat Group Plc
Angus Thirlwell, Co-Founder and CEO
Peter Harris, Co-Founder and Development Director +44 (0) 1763 257
Matt Pritchard, CFO 746
Liberum Capital Limited
Clayton Bush
Andrew Godber
James Greenwood +44 (0) 20 3100
Miquela Bezuidenhoudt 2000
Citigate Dewe Rogerson
Angharad Couch
Ellen Wilton +44 (0) 20 7638
Kieran Farthing 9571
IMPORTANT INFORMATION
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward- looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company, nor Liberum nor any of their respective
associates, directors, officers or advisers undertakes any
obligation to update such statements. Comparisons of results for
current and any prior periods are not intended to express any
future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical
data.
Liberum is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing or any other matters referred to in this Announcement, and
Liberum will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Liberum or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
The information below set out in accordance with the requirement
of the EU Market Abuse Regulation provides further detail.
Notification of a Transaction pursuant to Article 19(1) of Regulation
(EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person
closely associated
----- -----------------------------------------------------------------------------------
a. Name Angus Thirlwell
--------------------------------------------------------
2 Reason for
notification
------------------------- --------------------------------------------------------
a. Position/Status Chief Executive Officer
------------------------- --------------------------------------------------------
b. Initial notification/ Initial Notification
Amendment
------------------------- --------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------
a. Name Hotel Chocolat Group Plc
-------------------------
b. LEI 213800B4D3J15PZHVY29
------------------------- --------------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----- -----------------------------------------------------------------------------------
a. Description Ordinary Shares of 0.1p each
of the financial
instrument,
type of instrument ISIN: GB00BYZC3B04
Identification
Code
------------------------- --------------------------------------------------------
b. Nature of the Purchase of shares
transaction
------------------------- --------------------------------------------------------
c. Price(s) and Price(s) Volume(s)
volume(s)
------------------------- ----------
225p 888,888
---------- ----------
d. Aggregated n/a (single transaction)
information
- Aggregated
Volume
- Price
------------------------- --------------------------------------------------------
e. Date of the 20 March 2020
transaction
------------------------- --------------------------------------------------------
f. Place of the London Stock Exchange, AIM
transaction
------------------------- --------------------------------------------------------
Notification of a Transaction pursuant to Article 19(1) of Regulation
(EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person
closely associated
---- -------------------------------------------------------------------------------------
a. Name Peter Mark Harris
------------------------------------------------------
2 Reason for notification
----------------------------- ------------------------------------------------------
a. Position/Status Development Director
----------------------------- ------------------------------------------------------
b. Initial notification/ Initial Notification
Amendment
----------------------------- ------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------------
a. Name Hotel Chocolat Group Plc
-----------------------------
b. LEI 213800B4D3J15PZHVY29
----------------------------- ------------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
---- -------------------------------------------------------------------------------------
a. Description of Ordinary Shares of 0.1p each
the financial instrument,
type of instrument
ISIN: GB00BYZC3B04
Identification
Code
----------------------------- ------------------------------------------------------
b. Nature of the transaction Purchase of shares
----------------------------- ------------------------------------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
----------------------------- ------------
225p 888,888
------------ ------------
d. Aggregated information n/a (single transaction)
- Aggregated Volume
- Price
----------------------------- ------------------------------------------------------
e. Date of the transaction 20 March 2020
----------------------------- ------------------------------------------------------
f. Place of the transaction London Stock Exchange, AIM
----------------------------- ------------------------------------------------------
Notification of a Transaction pursuant to Article 19(1) of Regulation
(EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person
closely associated
---- -------------------------------------------------------------------------------------
a. Name Andrew Martin Gerrie
------------------------------------------------------
2 Reason for notification
----------------------------- ------------------------------------------------------
a. Position/Status Non-Executive Chairman
----------------------------- ------------------------------------------------------
b. Initial notification/ Initial Notification
Amendment
----------------------------- ------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------------
a. Name Hotel Chocolat Group Plc
-----------------------------
b. LEI 213800B4D3J15PZHVY29
----------------------------- ------------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
---- -------------------------------------------------------------------------------------
a. Description of Ordinary Shares of 0.1p each
the financial instrument,
type of instrument
ISIN: GB00BYZC3B04
Identification
Code
----------------------------- ------------------------------------------------------
b. Nature of the transaction Purchase of shares
----------------------------- ------------------------------------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
----------------------------- ------------
225p 88,888
------------ ------------
d. Aggregated information n/a (single transaction)
- Aggregated Volume
- Price
----------------------------- ------------------------------------------------------
e. Date of the transaction 20 March 2020
----------------------------- ------------------------------------------------------
f. Place of the transaction London Stock Exchange, AIM
----------------------------- ------------------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCFLFSFVEIIFII
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March 20, 2020 08:47 ET (12:47 GMT)
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