REG - Cake Box Holdings - Launch of Retail Offer

Cake Box HoldingsAnnouncement

12/03/2025 07:15

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RNS Number : 2745A  Cake Box Holdings PLC  12 March 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF CAKE
BOX HOLDINGS PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF CAKE BOX HOLDINGS PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK MAR").

For immediate release

12 March 2025

Cake Box Holdings plc

("Cake Box" or, the "Company")

Proposed Retail Offer

Cake Box Holdings plc (AIM: CBOX), the UK's largest retailer of fresh cream
celebration cakes, is pleased to announce a retail offer via the BookBuild
Platform (the "Retail Offer") of new ordinary shares of 1 pence each (the
"Ordinary Shares") in the capital of the Company (the "Retail Offer Shares")
to raise gross proceeds (before fees and expenses) of up to £0.2 million.
Pursuant to the Retail Offer, up to 111,111 Retail Offer Shares will be made
available at an issue price of 180 pence per Retail Offer Share (the "Issue
Price").

In addition to the Retail Offer, and as announced by the Company earlier
today, the Company is conducting a placing of new Ordinary Shares (together
with the Retail Offer Shares, the "New Ordinary Shares") at the Issue Price
(the "Placing") to raise gross proceeds (before fees and expenses) of £7
million. A separate announcement has been made regarding the Placing and its
terms. For the avoidance of doubt, the Retail Offer is not part of the
Placing.

The Issue Price represents a discount of approximately 5.3 per cent. to the
closing mid-market price of 190 pence per existing Ordinary Share on 11 March
2025, being the latest practicable date prior to the publication of this
announcement.

The net proceeds from the Retail Offer are expected to be used for general
working capital purposes including reducing the leverage following completion
of the proposed acquisition of Ambala Foods Limited which was announced
earlier today.

The Retail Offer is conditional upon, amongst other things, completion of the
Placing and the New Ordinary Shares being admitted to trading on the AIM
market ("AIM") operated by the London Stock Exchange plc (the "London Stock
Exchange") ("Admission").

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the Retail Offer
Shares to be admitted to trading on AIM.   Admission is expected to take
place at 8.00 a.m. on 17 March 2025 and dealings in the Retail Offer Shares
are expected to commence at 8.00 a.m. on 17 March 2025 or, in each case, such
later time and/or date as the Retail Offer Coordinator (as defined below)
 and the Company agree (being in any event no later than 8.00 a.m. on 31
March 2025).

The Retail Offer Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.

The ISIN number of the New Ordinary Shares is GB00BDZWB751. The TIDM is CBOX.

Expected timetable in relation to the Retail Offer

                                                                           2025
 Retail Offer opens                                                        7:10 a.m. on 12 March
 Latest time and date for commitments under the Retail Offer               1:00 p.m. on 13 March
 Results of the Retail Offer announced                                     13 March
 Admission and commencement of dealings in the Retail Offer Shares on AIM  8.00 a.m. on 17 March

The dates and times set out in the above timetable are indicative only and may
be subject to change.  Any changes to the expected timetable set out above
will be notified by the Company by announcement via a Regulatory Information
Service (as defined in the AIM Rules for Companies published by the London
Stock Exchange (as amended from time to time)). References to times are to
London times.

Dealing codes

 Ticker                         CBOX
 ISIN for the Ordinary Shares   GB00BDZWB751
 SEDOL for the Ordinary Shares  BDZWB75

Retail Offer

The Company values its retail shareholder base, which has supported the
Company for many years. Given the support of retail shareholders, the Company
believes that it is appropriate to provide its retail shareholders in the
United Kingdom the opportunity to participate in the Retail Offer. The Company
is therefore making the Retail Offer available in the United Kingdom through
the financial Intermediaries (as defined below) which will be listed, subject
to certain access restrictions, on the following website:
 https://www.bookbuild.live/deals/L7WVJQ/authorised-intermediaries

Shore Capital Stockbrokers Limited will be acting as retail offer coordinator
in relation to the Retail Offer (the "Retail Offer Coordinator").

Existing retail shareholders can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild
Platform and agree to the final terms and the retail offer terms and
conditions, which regulate, amongst other things, the conduct of the Retail
Offer on market standard terms and provide for the payment of commission to
any Intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).

Any expenses incurred by any Intermediary are for its own account. Investors
should confirm separately with any Intermediary whether there are any
commissions, fees or expenses that will be applied by such Intermediary in
connection with any application made through that Intermediary pursuant to the
Retail Offer.

The Retail Offer will be open to eligible investors in the United Kingdom at
7.10 a.m. on 12 March 2025. The Retail Offer is expected to close at 1:00 p.m.
on 13 March 2025. Investors should note that Intermediaries may have earlier
closing times. The Retail Offer may close early if it is oversubscribed.

If any Intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact BookBuild at
email: support@bookbuild.live.

The Retail Offer the subject of this announcement is and will, at all times,
only be made to, directed at, and may only be acted upon by, those persons who
are, shareholders in the Company. To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Offer Shares: (i) be a customer of one of the participating
Intermediaries listed on the above website; (ii) be resident in the United
Kingdom; and (iii) be a shareholder in the Company (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or indirectly
through a participating Intermediary). For the avoidance of doubt, persons who
only hold CFDs, spreadbets and/or similar derivative instruments in relation
to shares in the Company are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an Intermediary, it cannot be withdrawn.

The Retail Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing Ordinary Shares including
the right to receive all dividends and other distributions declared, made or
paid after their date of issue.

The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail
Offer that the aggregate total consideration payable for the Retail Offer
Shares will not exceed £200,000 (or the equivalent in Euros). The exemption
from the requirement to publish a prospectus, set out in section 86(1)(e) of
the Financial Services and Markets Act 2000 (as amended), will apply to the
Retail Offer.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom or to US Persons (as defined in Regulation S of the US Securities Act
1933, as amended).

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's (the "FCA") Disclosure Guidance and Transparency Rules and UK MAR.

There is a minimum subscription of £100.00 per investor under the terms of
the Retail Offer which is open to investors in the United Kingdom subscribing
via the Intermediaries which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/L7WVJQ/authorised-intermediaries

There is no maximum application amount to apply in the Retail Offer. The terms
and conditions on which investors subscribe will be provided by the relevant
Intermediaries including relevant commission or fee charges.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Offer Shares and an
investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the Retail Offer Shares if they are in any doubt.

Cake Box Holdings plc
 
+44 (0) 20 4582 3500

Martin Blair, Chair

Sukh Chamdal, CEO

Michael Botha, CFO

 

Shore Capital (Nomad, Broker and
Bookrunner)
               +44 (0) 20 7408 4090

Stephane Auton

Patrick Castle

Fiona Conroy (Corporate Broking)

 

Gracechurch
Group
+44 (0) 20 4582 3500

Harry
Chathli
cakebox@gracechurchpr.com

Alexis Gore

Further information on the Company can be found on its website at:
https://www.cakebox.com

The Company's LEI is 213800HZ61RLHNSM2698.

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

Important Notices

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

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.

This announcement and the information contained herein is restricted and is
not for release, publication or distribution, in whole or in part, directly or
indirectly, to Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so would
constitute a breach of the relevant securities laws of such jurisdiction.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in
Australia, Canada, Japan, the Republic of South Africa, any member state of
the EEA or any other jurisdiction in which such offer or solicitation is or
may be unlawful. No public offer of the securities referred to herein is being
made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

Shore Capital Stockbrokers Limited ("SCS") is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for the Company and for no
one else and will not regard any other person (whether or not a recipient of
this announcement) as its client in relation to the Retail Offer and will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in connection with the
Retail Offer, Admission and the other arrangements referred to in this
announcement.

The value of the Ordinary Shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency movements. When
you sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. Each
of the Company and the Retail Offer Coordinator expressly disclaims any
obligation or undertaking to update or revise any forward-looking statements
contained herein to reflect actual results or any change in the assumptions,
conditions or circumstances on which any such statements are based unless
required to do so by the FCA, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does
not purport to be full or complete. Neither the Retail Offer Coordinator nor
any of its affiliates, accepts any responsibility or liability whatsoever for,
or makes any representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the information
in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith.  The Retail Offer Coordinator and its affiliates, accordingly
disclaims all and any liability whether arising in tort, contract or otherwise
which it might otherwise be found to have in respect of this announcement or
its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. 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 or target dividend per share of the Company
for the current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.

The Retail Offer Shares to be issued pursuant to the Retail Offer will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

 

INFORMATION TO DISTRIBUTORS

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of investors
who meet the criteria of retail investors and investors who meet the criteria
of professional clients and eligible counterparties, each as defined in
paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Retail Offer Shares may decline and investors could lose all
or part of their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail Offer Shares
is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to any contractual, legal or regulatory selling restrictions in
relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

 

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