REG - AIM Finsbury Food Group - Schedule 1 - Finsbury Food Group PLC <Origin Href="QuoteRef">FIF.L</Origin>

Finsbury FoodAnnouncement

29/10/2014 10:58

RNS Number : 9061T
AIM
10 October 2014
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:
Finsbury Food Group PLC ("Finsbury Food", the "Company" or the "Group")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
Finsbury Food Group plc
Maes y Coed Road
Cardiff 
CF14 4XR
COUNTRY OF INCORPORATION:
United Kingdom
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
http://www.finsburyfoods.co.uk/
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Finsbury Food is a leading manufacturer of celebration cake and also manufactures speciality bread. Within its cake business, the Group's focus is premium and celebration cakes plus low fat cake slices. Within its bread business, the Group manufactures artisan and organic bread and also morning goods.
Finsbury Food has conditionally agreed to purchase Fletchers Bakeries Limited ("Fletchers") by way of an acquisition of the entire issued share capital of Fennel Acquisition Limited (the "Acquisition"). Fennel Acquisition Limited ("Fennel") is the ultimate parent company of Fletchers.
The Fletchers group of bakeries produces and supplies fresh and frozen and bakery products to leading UK grocery retailers and UK foodservice customers. Fletchers has well-established, long-standing, trusted relationships with the leading retail customers as well as foodservice operators and a foodservice brand, Kara, sold to over 300 foodservice customers.
The consideration for the Acquisition is 56.0 million. In view of the size of the Acquisition relative to the Company, the Acquisition is classified as a reverse takeover under AIM Rule 14 and accordingly, Finsbury Food will be seeking readmission of its ordinary shares of 1p each ("Ordinary Shares") to trading on the AIM Market of the London Stock Exchange ("Admission"). 
Finsbury Food and Fletchers (being "the Enlarged Group") main country of operation is the UK.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):
The issued ordinary share capital of the Company as at Admission will be 126,226,318 ordinary shares of one pence each ("Ordinary Shares"), comprising the existing 66,904,284 Ordinary Shares in issued as at 10 October 2014 and the 59,322,034 new Ordinary Shares being issued pursuant to a placing. There are no Ordinary Shares held in treasury. There are no restrictions on the transfer of Ordinary Shares
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
The Company is raising 35.0 million on admission through the placing of 59,322,034 new Ordinary Shares at a price of 59 pence per Ordinary Share (the "Placing Price"). The anticipated market capitalisation of the Company on Admission is 74.5 million.
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
29.04 per cent.
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):
Peter Baker (Non-Executive Chairman)
John Duffy (Chief Executive Officer)
Steve Boyd (Group Finance Director)
Paul Monk (Non-Executive Deputy Chairman)
Raymond Duignan (Non-Executive Director)
Edward Beale (Non-Executive Director)
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):
Before Admission:

% Issued Share Capital
Ruffer LLP
16.6%
London Finance & Investment Group
13.4%
Martin Lightbody
10.8%
Hargreave Hale
8.2%
Barclays Wealth Mgt (UK)
4.7%
Miton Group plc
3.2%
After Admission:

% Issued Share Capital
Ruffer LLP
16.6%
London Finance & Investment Group
7.9%
Martin Lightbody
5.7%
Hargreave Hale
10.3%
Miton Group plc
4.0%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
None
(i) ANTICIPATED ACCOUNTING REFERENCE DATE 
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i) 30 June
(ii) In relation to Finsbury Food: 30 June 2014. In relation to Fennel: 31 March 2014.
(iii) In relation to Fennel: 31 December 2014 (six month unaudited results to 30 September 2014
 In relation to the Enlarged Group: 31 March 2015 (six month unaudited to 31 December 2014). In relation to the Enlarged Group: 31 December 2015 (twelve month audited to 30 June 2015)
EXPECTED ADMISSION DATE:
30 October 2014
NAME AND ADDRESS OF NOMINATED ADVISER:
Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS
NAME AND ADDRESS OF BROKER:
Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
http://www.finsburyfoods.co.uk/investors/documents/
The Admission Document contains full details about the Enlarged Group and the admission of its Ordinary Shares.
DATE OF NOTIFICATION:
10th October 2014
NEW/ UPDATE:
NEW

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