REG - Cake Box Holdings - Result of Placing

Cake Box HoldingsAnnouncement

12/03/2025 08:15

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RNS Number : 3585A  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 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.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS
INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF CAKE BOX
 HOLDINGS PLC OR OTHER EVALUATION OF ANY SECURITIES OF CAKE BOX  HOLDINGS
PLC OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT
ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.

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")

Result of Placing

 

Cake Box Holdings plc ("Cake Box" or the "Company") (AIM: CBOX), the UK's
largest retailer of fresh cream celebration cakes, is pleased to announce
that, further to the announcement made earlier today regarding the Fundraising
(the "Launch Announcement"), it has conditionally raised gross proceeds of £7
million by way of a placing of 3,888,889 new ordinary shares of 1 pence each
(the "Ordinary Shares") in the capital of the Company (the "Placing Shares")
at a price of 180 pence per Placing Share (the "Issue Price").

The Placing was substantially oversubscribed and was strongly supported by
both existing and new institutional investors. Allocations in the Placing will
be confirmed to Placees as soon as practicable today.

Shore Capital Stockbrokers Limited ("SCS") is acting as sole bookrunner in
connection with the Placing (the "Bookrunner").

Capitalised terms not defined in this announcement (this "Announcement") have
the meanings given to them in the Launch Announcement.

Highlights

·    The Company has conditionally raised, in aggregate, gross proceeds of
£7 million at the Issue Price.

·    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 the
Launch Announcement.

·    The Directors are subscribing an aggregate amount of £210,000.

·    On Admission, the Placing Shares will represent approximately 8.86
per cent. of the Company's issued ordinary share capital as enlarged by the
Placing.

Retail Offer

As announced earlier today, the Company also launched the Retail Offer through
the Bookbuild Platform to raise gross proceeds of up to £0.2 million (before
fees and expenses).  The Retail Offer provides existing retail Shareholders
in the United Kingdom with an opportunity to participate in the Fundraising at
the same price as the Placing. The results of the Retail Offer are expected to
be announced on 13 March 2025.

Directors' participation in the Placing

The following Directors have participated in the Placing as set out below (the
"Directors' Participation").

 Director        Position                  Amount (£)   Placing Shares
 Martin Blair    Non-Executive Chairman    20,000       11,111
 Sukh Chamdal    Chief Executive Officer   100,000      55,555
 Jaswir Singh    Chief Commercial Officer  50,000       27,777
 Michael Botha   Chief Financial Officer   20,000       11,111
 Catherine Nunn  Non-Executive Director    10,000       5,555
 Malar Velaigam  Non-Executive Director    10,000       5,555
 Total                                     210,000      116,664

Details of the Placing

The Placing is conditional upon the Placing Agreement between the Company and
the Bookrunner not having been terminated in accordance with its terms.

The Placing is conditional on the completion of the Acquisition. The
conditions to the completion of the Acquisition are set out in the Launch
Announcement. The Retail Offer is conditional on the Placing, but the Placing
is not conditional on the Retail Offer.

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on the AIM market of the London Stock
Exchange ("Admission").

Admission is expected to take place at 8.00 a.m. on 17 March 2025 and dealings
in the New Ordinary 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 Bookrunner and the
Company agree (being in any event no later than 8.00 a.m. on 31 March 2025).

The New Ordinary 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.

For further information please contact:

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

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

 

 

Important Notices

SCS and SCC are authorised and regulated by the FCA in the United Kingdom and
are acting exclusively for Cake Box and no one else in connection with the
Placing, and SCS and SCC will not be responsible to anyone (including any
Placees) other than Cake Box  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 the Bookrunner or by any of their respective Representatives 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 therefore is expressly
disclaimed.

The responsibilities of SCC as Cake Box 's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to Cake Box  or to any Director or to any other person.

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 may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Cake Box 's plans and its current goals
and expectations relating to its future financial condition, performance,
strategic initiatives, objectives and results.  Forward-looking statements
sometimes use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning.  By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of Cake Box ,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which Cake Box  and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
Cake Box 's profitability and ability to access capital and credit, a decline
in Cake Box 's credit ratings; the effect of operational risks; and the loss
of key personnel.  As a result, the actual future financial condition,
performance and results of Cake Box may differ materially from the plans,
goals and expectations set forth in any forward-looking statements.  Any
forward-looking statements made in this Announcement by or on behalf of Cake
Box speak only as of the date they are made.  Except as required by
applicable law or regulation, Cake Box expressly disclaims any obligation or
undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in Cake Box
's expectations with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.

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 Cake Box for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of Cake Box.

The Placing Shares to be issued pursuant to the Placing will be not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares; and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, the Republic of South
Africa or Japan.  Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside the United
Kingdom or the EEA.

Neither the content of Cake Box 's website nor any website accessible by
hyperlinks on Cake Box 's website is incorporated in, or forms part of, this
Announcement.

The information below (set out in accordance with the requirements of UK MAR)
provides further detail:

PDMR Notification Forms: conditional upon, inter alia, the passing of the
Resolutions at the General Meeting:

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         1)    Martin Blair

                                                                   2)    Sukh Chamdal

                                                                   3)    Dr Jaswir Singh

                                                                   4)    Michael Botha

                                                                   5)    Catherine Nunn

                                                                   6)    Malar Velaigam
 2    Reason for the notification
 a)   Position/status                                              1)    Non-Executive Chairman

                                                                   2)    Chief Executive Officer

                                                                   3)    Chief Commercial Officer

                                                                   4)    Chief Financial Officer

                                                                   5)    Non-Executive Director

                                                                   6)    Non-Executive Director
 b)   Initial notification /Amendment                                                           Initial
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                                                      Cake Box Holdings PLC
 b)   LEI                                                                                       213800HZ61RLHNSM2698
 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 the financial instrument, type of instrument                               Ordinary Shares of GBP0.01 each ("Ordinary Shares")
      Identification code                                                                       GB00BDZWB751

 b)   Nature of the transaction                                                                 Purchase of Ordinary Shares
 c)   Price(s) and volume(s)                                                                    Price  Volume

                                                                                              1)  180p   11,111
                                                                                                2)  180p   55,555
                                                                                                3)  180p   27,777
                                                                                                4)  180p   11,111
                                                                                                5)  180p   5,555
                                                                                                6)  180p   5,555
 d)   Aggregated information                                        N/A - single transactions

      Aggregate volume Price

 e)   Date of the transaction                                      12 March 2025
 f)   Place of the transaction                                     London Stock Exchange, AIM

d)

 

Aggregated information

Aggregate volume Price

 N/A - single transactions

e)

Date of the transaction

12 March 2025

f)

Place of the transaction

London Stock Exchange, AIM

 

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