REG - Franchise Brands PLC - Completion of Compulsory Acquisition & TVR

Franchise BrandsAnnouncement

01/06/2022 14:15

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RNS Number : 6088N  Franchise Brands PLC  01 June 2022

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INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

1 June 2022

 

Franchise Brands plc

 

 

Recommended All Share Offer

 for

Filta Group Holdings plc ("Filta")

by

Franchise Brands plc ("Franchise Brands")

 

Completion of Compulsory Acquisition and Total Voting Rights

 

On 16 February 2022, Franchise Brands announced a recommended all share offer
for Filta (the "Offer"), which became wholly unconditional on 10 March 2022.
The full terms of, and conditions to, the Offer were set out in the offer
document dated 18 February 2022 (the "Offer Document"). Terms used but not
defined in this announcement have the same meaning as set out in the Offer
Document.

 

On 9 May 2022, the Company announced that valid acceptances of the Offer had
been received in respect of 99.65 per cent. of the issued share capital of
Filta to which the Offer relates and that Franchise Brands was exercising its
rights in accordance with sections 974 to 991 of the Companies Act to acquire
compulsorily the remaining Filta Shares on the same terms as the Offer.

 

Franchise Brands now announces that the compulsory acquisition of all
remaining Filta Shares has completed. Accordingly, Franchise Brands now owns
100 per cent. of the entire issued share capital of Filta.

 

The consideration due to all non-assenting Filta Shareholders who did not
accept the Offer will be held by Filta as trustee on their behalf and
notification of such will be sent to these shareholders shortly. Applications
by non-assenting Filta Shareholders to claim consideration due to them, in the
form of New Franchise Brands Shares, should be made in writing either by post
to SLC Registrars, P.O. Box 5222, Lancing, BN99 9FG or by email to
office@slcregistrars.com. Applications should set out full details of the
registered holder.

 

Issue of equity

 

Pursuant to the Offer, a further 117,894 New Franchise Brands Shares will be
issued in respect of the Filta Shares compulsorily acquired. Application has
been made to the London Stock Exchange for these New Ordinary Shares to be
admitted to trading on AIM ("Admission") and Admission is expected to take
place on or around 6 June 2022. The New Franchise Brand Shares will rank pari
passu in all respects with the Company's existing ordinary shares.

 

 

Total Voting Rights

 

Upon Admission, the total number of ordinary shares of 0.5p each in the
Company ("Ordinary Shares") in issue will be 130,008,082. There are no
ordinary shares held in treasury and therefore the total number of voting
rights in the Company from Admission will be 130,008,082. This figure may be
used by shareholders as the denominator for the calculations 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 FCA's Disclosure Guidance and
Transparency Rules.

 

 

 

 

Enquiries:

 

 Franchise Brands plc                                                        +44 (0) 1625 813231

 Stephen Hemsley, Executive Chairman

 Brian Hogan, Chief Financial Officer

 Julia Choudhury, Corporate Development Director

 Allenby Capital Limited                                                     +44 (0) 20 3328 5656

 Financial Adviser, Nominated Adviser and Joint Broker to Franchise Brands

 Jeremy Porter / Liz Kirchner (Corporate Finance)

 Amrit Nahal (Sales and Corporate Broking)

 Dowgate Capital Limited                                                     +44 (0) 20 3903 7715

 Financial Adviser and Joint Broker to Franchise Brands

 James Serjeant / Russell Cook / Nicholas Chambers

 MHP Communications                                                          +44 (0) 20 3128 8100

 PR advisers to Franchise Brands                                             +44 (0) 7884 494112

 Katie Hunt / Catherine Chapman                                              +44 (0) 7711 191518

                                                                             franchisebrands@mhpc.com

 

 

IMPORTANT NOTICES

 

Allenby Capital, which is authorised and regulated by the FCA in the UK, is
acting as financial adviser, nominated adviser and joint broker exclusively
for Franchise Brands and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than Franchise Brands
for providing the protections afforded to clients of Allenby Capital or for
providing advice in relation to the Offer, the content of this announcement or
any matter referred to herein.

 

Dowgate, which is authorised and regulated by the FCA in the UK, is acting as
financial adviser and joint broker exclusively for Franchise Brands and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than Franchise Brands for providing the
protections afforded to clients of Dowgate or for providing advice in relation
to the Offer, the content of this announcement or any matter referred to
herein.

 

Further Information

 

This announcement is for information purposes only and is not intended to and
does not constitute or form part of an offer, invitation or the solicitation
of an offer or invitation to purchase, or otherwise acquire, subscribe for,
sell or otherwise dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise nor shall
there be any sale, issuance or transfer of securities of Franchise Brands or
Filta pursuant to the Offer in any jurisdiction in contravention of applicable
laws. The Offer will be implemented solely pursuant to the terms of the Offer
Document (or, in the event that the Offer is to be implemented by means of a
scheme, the Scheme Document), which contains the full terms and conditions of
the Offer.

 

 

This announcement does not constitute a prospectus or prospectus equivalent
document.

 

Overseas jurisdictions

 

The attention of Filta Shareholders who are citizens or residents of
jurisdictions outside the UK (including guidance for US shareholders) is drawn
to paragraph Part C of Appendix 1 of the Offer Document.

 

 

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