REG - Franchise Brands PLC - Result of Placing and Notice of GM
04/04/2023 12:15
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RNS Number : 3472V Franchise Brands PLC 04 April 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT ("ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES
NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT CONSTITUTE
OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO
ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
FRANCHISE BRANDS PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE
MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN APPENDIX III OF
THE ANNOUNCEMENT ISSUED BY THE COMPANY AT 5.52 P.M. ON 3 APRIL 2023.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
4 April 2023
Franchise Brands plc
("Franchise Brands", the "Company" or the "Group")
Acquisition of Pirtek Europe - Result of Placing
Notice of General Meeting and posting of Circular
The Board of Franchise Brands plc, an international multi-brand franchise
business, is pleased to announce that, further to the announcement made
yesterday regarding the acquisition of HAI, the owner of Pirtek Europe, and
associated Fundraising, the Bookbuild has closed and the Company has
conditionally raised approximately £92 million pursuant to the Placing
(before expenses).
A total of 51,036,291 Placing Shares have been conditionally placed in the
Placing at an issue price of 180 pence per share for £91,865,323.80,
alongside the Subscription to 2,663,889 Subscription Shares by senior
management and employees of Pirtek and the Proposed Director for
£4,795,000.20. As a result, total equity of approximately £114.3 million
at the Issue Price will be issued by the Company pursuant to the Acquisition
and will comprise (i) 9,772,788 Consideration Shares; (ii) 2,663,889
Subscription Shares; and (iii) 51,036,291 Placing Shares. Allenby Capital and
Dowgate Capital acted as bookrunners in the UK and Stifel acted as bookrunner
for the US and Europe in respect of the Placing.
The Acquisition, Placing and Subscription are conditional on, amongst other
matters, the passing of the Resolutions at the General Meeting to be convened
for 9.00a.m. on 20 April 2023 and Admission. Notice of the General Meeting
will be sent to Shareholders today in a Circular setting out details of the
Acquisition, Placing and Subscription. The Circular will be available by
tomorrow on the Company's website, www.franchisebrands.co.uk
(https://www.franchisebrands.co.uk/) .
Stephen Hemsley, Executive Chairman of Franchise Brands, said:
"We are pleased to have successfully completed the bookbuild for the fundraise
with the support of both new and existing institutional investors. This will
enable us to proceed with the transformational acquisition of Pirtek Europe, a
high quality provider of mission-critical, emergency response on-site
hydraulic hose replacement and associated services.
"The Acquisition brings an established business of scale with an attractive
financial profile and growth prospects and will significantly expand the
Group's range of B2B services, customer base and end markets.
"Building on the strong performance of the Group's acquisition of Filta in
March 2022, which brought an international footprint in North America and
Europe, Pirtek Europe will extend the Group's European presence across a
number of key countries, providing a platform from which to launch the Group's
existing brands.
"By expanding the Group's operations to ten countries, the Acquisition will
significantly advance the Board's aim to create a market leading international
B2B multi-brand franchisor that generates its income equally from the UK,
North America and continental Europe.
"We would like to thank our investors for their support and we look forward to
driving shareholder value by working with Pirtek Europe's strong management
team to accelerate growth and drive operational leverage across the combined
business."
Director, Proposed Director and management participation in the Placing
Certain Directors, the Proposed Director (Alex McNutt) and senior management
and employees of Pirtek Europe have agreed to subscribe for an aggregate of
3,887,061 Fundraise Shares at the Issue Price, representing an aggregate
investment of approximately £7 million. Details of the Directors', Proposed
Director's and Pirtek management's participation and their resultant interests
in Ordinary Shares on Admission are set out below:
Director Current No. Fundraise Shares to be Total Percentage
shareholding acquired shareholding held on
On Admission
Admission
Nigel Wray 22,366,303 555,555 22,921,858 11.83%
Stephen Hemsley 22,179,844 570,156 22,750,000 11.74%
Jason Sayers 13,438,183 - 13,438,183 6.93%
David Poutney 3,696,495 - 3,696,495 1.91%
Julia Choudhury 1,546,701 33,333 1,580,034 0.82%
Tim Harris 1,385,365 8,574 1,393,939 0.72%
Colin Rees 706,039 - 706,039 0.36%
Andrew Mallows 115,957 8,333 124,290 0.06%
Rob Bellhouse 111,260 41,666 152,926 0.08%
Peter Molloy 71,956 - 71,956 0.04%
Andy Brattesani - 5,555 5,555 0.003%
Alex McNutt - 1,182,041 2,074,696 1.07%
Senior management and employees of Pirtek Europe - 1,481,848 10,361,981 5.35%
Further details of Director participations in the Placing are set out in the
tables at the end of this announcement as required by MAR (Notification and
public disclosure of transactions by persons discharging managerial
responsibilities and persons closely associated with them).
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for the 63,472,968 New
Ordinary Shares to be admitted to trading on AIM. Subject to, inter alia, the
Resolutions being passed, it is expected that Admission will become effective
and that dealings in the New Ordinary Shares will commence on AIM on 21 April
2023.
Upon Admission the issued share capital of the Company will comprise
193,784,080 ordinary shares of 0.5 pence each, with one voting right per
share. The Company does not hold any Ordinary Shares in treasury and
therefore the total number of Ordinary Shares with voting rights in the
Company will be 193,784,080. 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.
The New Ordinary Shares will represent approximately 33 per cent. of the
Enlarged Share Capital.
Definitions
Capitalised terms used in this announcement have the meanings given to them in
the announcement issued by the Company on 3 April 2023, unless the context
provides otherwise.
Enquiries:
Franchise Brands plc + 44 (0) 162 550 7910
Stephen Hemsley, Executive Chairman
Andrew Mallows, Interim Chief Financial Officer
Julia Choudhury, Corporate Development Director
Allenby Capital Limited (Nominated Adviser and Joint Broker) +44 (0) 20 3328 5656
Jeremy Porter / George Payne / Lauren Wright (Corporate Finance)
Amrit Nahal / Tony Quirke/ Joscelin Pinnington (Sales & Corporate Broking)
Dowgate Capital Limited (Joint Broker) +44 (0) 20 3903 7715
Russell Cook / Nicholas Chambers (Corporate Finance)
James Serjeant / Paul Richards / John Monks / Colin Climie (Corporate Broking
& Sales)
Stifel Nicolaus Europe Limited (Joint Broker) +44 (0)20 7710 7688
Matthew Blawat / Francis North
MHP Group (Financial PR) +44 (0) 20 3128 8100
Katie Hunt / Catherine Chapman +44 (0) 7884 494112
franchisebrands@mhpgroup.com
For further information, visit www.franchisebrands.co.uk
(http://www.franchisebrands.co.uk)
IMPORTANT NOTICES
This Announcement has been issued by and is the sole responsibility of the
Company. 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 Joint Brokers or by any of its affiliates or any person acting
on its or their behalf 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.
Allenby, Dowgate and Stifel are authorised and regulated in the United Kingdom
by the FCA and are acting exclusively for the Company and no one else in
connection with the Placing, the contents of this Announcement or any other
matters described in this Announcement. Allenby, Dowgate and Stifel will not
regard any other person as its client in relation to the Placing, the content
of this Announcement or any other matters described in this Announcement and
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 to any other person in relation to the Placing, the content of this
Announcement or any other matters referred to in this Announcement.
Allenby's responsibilities as Nominated Adviser to the Company are owed solely
to the London Stock Exchange and no-one else.
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.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Stephen Hemsley
2 Reason for the notification
a) Position/status Executive Chairman
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Franchise Brands plc
b) LEI 213800CFRX6CJ8LCKN37
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 0.5p each in Franchise Brands plc
Identification code
Identification code (ISIN) for Franchise Brands plc ordinary shares:
GB00BD6P7Y24
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s) Price: 180p
Volume: 570,156
d) Aggregated information n/a
- Aggregated volume
- Price
e) Date of the transaction 4 April 2023
f) Place of the transaction London Stock Exchange - AIM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Nigel Wray
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Franchise Brands plc
b) LEI 213800CFRX6CJ8LCKN37
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 0.5p each in Franchise Brands plc
Identification code
Identification code (ISIN) for Franchise Brands plc ordinary shares:
GB00BD6P7Y24
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s) Price: 180p
Volume: 555,555
d) Aggregated information n/a
- Aggregated volume
- Price
e) Date of the transaction 4 April 2023
f) Place of the transaction London Stock Exchange - AIM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Tim Harris
2 Reason for the notification
a) Position/status Managing Director, B2C division
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Franchise Brands plc
b) LEI 213800CFRX6CJ8LCKN37
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 0.5p each in Franchise Brands plc
Identification code
Identification code (ISIN) for Franchise Brands plc ordinary shares:
GB00BD6P7Y24
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s) Price: 180p
Volume: 8,574
d) Aggregated information n/a
- Aggregated volume
- Price
e) Date of the transaction 4 April 2023
f) Place of the transaction London Stock Exchange - AIM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Julia Choudhury*
* Robin Choudhury is a Person closely associated (PCA) of Julia Choudhury
2 Reason for the notification
a) Position/status Corporate Development Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Franchise Brands plc
b) LEI 213800CFRX6CJ8LCKN37
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 0.5p each in Franchise Brands plc
Identification code
Identification code (ISIN) for Franchise Brands plc ordinary shares:
GB00BD6P7Y24
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s) Price: 180p
Volume: 33,333
d) Aggregated information n/a
- Aggregated volume
- Price
e) Date of the transaction 4 April 2023
f) Place of the transaction London Stock Exchange - AIM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Robin Bellhouse
2 Reason for the notification
a) Position/status Independent Non-executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Franchise Brands plc
b) LEI 213800CFRX6CJ8LCKN37
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 0.5p each in Franchise Brands plc
Identification code
Identification code (ISIN) for Franchise Brands plc ordinary shares:
GB00BD6P7Y24
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s) Price: 180p
Volume: 41,666
d) Aggregated information n/a
- Aggregated volume
- Price
e) Date of the transaction 4 April 2023
f) Place of the transaction London Stock Exchange - AIM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Andrew Mallows
2 Reason for the notification
a) Position/status Interim Chief Financial Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Franchise Brands plc
b) LEI 213800CFRX6CJ8LCKN37
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 0.5p each in Franchise Brands plc
Identification code
Identification code (ISIN) for Franchise Brands plc ordinary shares:
GB00BD6P7Y24
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s) Price: 180p
Volume: 8,333
d) Aggregated information n/a
- Aggregated volume
- Price
e) Date of the transaction 4 April 2023
f) Place of the transaction London Stock Exchange - AIM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Andrew Brattesani
2 Reason for the notification
a) Position/status Independent Non-executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Franchise Brands plc
b) LEI 213800CFRX6CJ8LCKN37
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 0.5p each in Franchise Brands plc
Identification code
Identification code (ISIN) for Franchise Brands plc ordinary shares:
GB00BD6P7Y24
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s) Price: 180p
Volume: 5,555
d) Aggregated information n/a
- Aggregated volume
- Price
e) Date of the transaction 4 April 2023
f) Place of the transaction London Stock Exchange - AIM
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