TIDMHOTC
RNS Number : 2110G
Hotel Chocolat Group PLC
23 July 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, 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 (AS AMED) AS IT
FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED) ("MAR").
Hotel Chocolat Group plc
("Hotel Chocolat", the "Company" or the "Group")
Result of Fundraising
Hotel Chocolat Group plc, a premium British chocolatier and
multi-channel retailer, is pleased to announce, following the
announcement yesterday (the "Launch Announcement"), the successful
completion of the placing of ordinary shares of 0.1 pence each
("Ordinary Shares") (the "Placing"), having received strong demand
from existing Shareholders and other high-quality institutional
investors. The Company is also pleased to announce the successful
completion of an offer made by the Company for retail investors in
the UK to subscribe for Ordinary Shares via the PrimaryBid platform
(the "PrimaryBid Offer").
A total of 11,112,913 new Ordinary Shares ("Placing Shares")
were placed at a price of 355 pence per share (the "Placing
Price"). The Placing was conducted by way of an Accelerated
Bookbuild process. Liberum Capital Limited ("Liberum") and Peel
Hunt LLP ("Peel Hunt") acted as joint bookrunners in relation to
the Placing. The Placing was oversubscribed.
In addition, retail investors in the UK have subscribed via the
PrimaryBid Offer for a total of 154,692 new Ordinary Shares (the
"PrimaryBid Shares") at the Placing Price.
Together, the Placing and the PrimaryBid Offer comprise
11,267,605 new Ordinary Shares raising gross proceeds of c.GBP40
million. The Placing Shares and PrimaryBid Shares (the "New
Ordinary Shares") being issued represent approximately 9.0 per
cent. of the existing issued ordinary share capital of the Company.
As outlined in the Launch Announcement, the net proceeds of the
Placing and the PrimaryBid Offer will be utilised to fund capital
investment to increase long-term sales capacity and capitalise on
anticipated future growth.
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 27 July 2021 . The New Ordinary Shares will
rank pari passu with the existing Ordinary Shares in issue. The New
Ordinary Shares will represent approximately 8.2 per cent. of the
Company's enlarged issued share capital on Admission (assuming no
other issuance of ordinary shares prior to Admission).
Following Admission of the New Ordinary Shares, the Company's
issued and fully paid share capital will consist of 137,152,447
Ordinary Shares, all of which carry one voting right per share. The
Company does not hold any Ordinary Shares in Treasury. The figure
of 137,152,447 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.
Angus Thirlwell, Co-Founder and Chief Executive Officer,
said:
"The GBP40m growth capital raised today will be invested in our
fast-growing business, furthering our aim of becoming a global
digital-led chocolate brand. I'm delighted that our issue was
oversubscribed, demonstrating the support Hotel Chocolat enjoys
with its investors."
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 MAR, and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR.
For the purposes of MAR, this announcement is being made on
behalf of the Company by Matt Pritchard, Chief Financial
Officer.
For further information:
Hotel Chocolat Group Plc c/o Citigate
Angus Thirlwell, Co-founder and Chief Executive
Officer
Peter Harris, Co-Founder and Development Director + 44 (0) 20 7638
Matt Pritchard, Chief Financial Officer 9571
Liberum Capital Limited - Nominated Adviser,
Joint Bookrunner and Broker
Clayton Bush
James Greenwood
Miquela Bezuidenhoudt
Chris Whitaker +44 (0) 20 3100
Andrew Godber 2222
Peel Hunt LLP - Joint Bookrunner
Adrian Trimmings
Jock Maxwell Macdonald
Tom Ballard
Andrew Clark + 44 (0) 20 7418
Sohail Akbar 8900
Citigate Dewe Rogerson - Financial PR
Angharad Couch +44 (0) 20 7638
Ellen Wilton 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, Peel Hunt 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.
Peel Hunt is authorised and regulated by 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 Peel Hunt 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.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
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.
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END
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