REG - Pittards PLC - Proposed Management Subscriptions & Open Offer
11/07/2023 14:45
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RNS Number : 6900F Pittards PLC 11 July 2023
THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS
STIPULATED UNDER ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE
INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NEITHER
THIS ANNOUNCEMENT NOR THE APPENDICES SHALL FORM THE BASIS OF, OR BE RELIED ON
IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF PITTARDS PLC.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR
DISPOSE OF ANY SECURITIES IN PITTARDS PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER, INVITATION, SOLICITATION, RECOMMENDATION OR ADVICE WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. THE DEFINITIONS USED IN THIS
ANNOUNCEMENT ARE SET OUT IN APPENDIX II OF THIS ANNOUNCEMENT.
11 July 2023
Pittards plc
Proposed Management Subscriptions and Open Offer to raise up to £1.85 million
Pittards (AIM:PTD), the specialist producer of technically advanced leather
and luxury leather goods for retailers, manufacturers and distributors
announces a proposed fundraise by way of the Management Subscriptions and the
Open Offer to raise up to approximately £1.85 million. The Fundraise is
conditional, inter alia, on the Company raising a minimum of £1.16 million of
additional capital, whether by way of the Fundraise or from other sources of
capital which may be identified by the Company, including potentially the
Trade Investor. It is also conditional on shareholders' approval of the
Fundraising Resolutions at the General Meeting to be held on 27 July 2023.
At that meeting the Company will be seeking approval from Shareholders not
only for the issue of Ordinary Shares in connection with the Fundraise but
also the issue of additional shares or securities convertible into shares of
the Company on a non pre-emptive basis in connection with the issue of
Warrants (explained below) and proposals for any additional investment that
may be secured by the Company from other sources, including potentially the
Trade Investor.
On 29 June 2023, the Company announced it had agreed indicative terms for new
banking facilities of £10.1 million conditional, inter alia, on the Company
completing an equity fundraise of £1.5 million. These indicative terms were
subsequently amended such that the aggregate facilities may increase in
certain circumstances up to £10.45 million. In addition, the required minimum
fundraise has decreased to £1.16 million.
The Fundraise is being structured as:
· an open offer giving existing Shareholders the opportunity to
subscribe for 3 new Ordinary Shares for every 1 Existing Ordinary Share held,
to raise up to approximately £1.72 million; and
· a proposed subscription for new Ordinary Shares by certain members of
the Management Team to raise £125,000.
In each case the price payable for the New Ordinary Shares will be a cash sum
equal to the Issue Price, being 4p per New Ordinary Share, representing a
discount of 25.6 per cent. to the closing mid-market price of 5.38p per
Ordinary Share on 30 June 2023, being the last business day prior to the
suspension of trading of the Company's Ordinary Shares on AIM. The Board
consider that issuing the New Ordinary Shares at a discount is fair and
reasonable so far as Shareholders are concerned.
Separately, members of the Management Team sacrificed a portion of their
salaries between 1 January 2023 and 30 June 2023, amounting to approximately
£100,341, in order to assist the Company in managing its working capital
position whilst it renegotiated the New Banking Facilities. Pursuant to the
Initial Salary Sacrifice, it is proposed that the Company will issue 2,508,525
Initial Salary Sacrifice Shares to members of the Management Team at the Issue
Price in satisfaction of their Initial Salary Sacrifice amounts. Whilst
currently, the Company is in a closed period for the purposes of MAR (as it
has not yet published its annual accounts for the year ended 31 December 2022)
the Company expects its annual accounts to have been published prior to the
date of the General Meeting, following which (subject to satisfaction of the
other conditions of the Initial Salary Sacrifice) the Company will be able to
issue the Initial Salary Sacrifice Shares.
Further, it is proposed that members of the Management Team will sacrifice in
aggregate up to £287,933 of their salaries for the period from 1 July 2023 to
31 December 2024 in order to reduce the Company's future funding requirement.
Pursuant to the Deferred Salary Sacrifice, the Company would issue up to a
further 7,198,325 Ordinary Shares at the Issue Price periodically at such
intervals as the Company may decide, in arrears of the sacrifice being made.
The Open Offer, Management Subscriptions and Initial Salary Sacrifice are
conditional, inter alia, on the satisfaction of the following conditions by
8.00 a.m. on 28 July 2023 (or such later time and/or date (being no later than
the Long Stop Date) as WH Ireland and the Company may agree):
· the Company successfully raising a minimum of £1.16 million of
additional capital;
· the New Banking Facilities being entered into;
· the passing of the Fundraising Resolutions (without material
amendment) at the General Meeting or any adjournment thereof; and
· Admission taking place.
On 24 March 2023, the Company announced a fundraise raising £340,000 by way
of a placing of 1,020,000 Ordinary Shares at an issue price of 25 pence per
shares raising £255,000 and loans made by the Management Team and other staff
raising £85,000 which were subsequently converted into Ordinary Shares at a
price of 25 pence per share.
Subsequent to the March Fundraise the Company's share price has fallen
significantly. The closing middle market price was 5.38 pence on 30 June 2023,
the last business day prior to the suspension of trading of the Company's
Ordinary Shares on AIM, representing a 78 per cent. reduction on the price of
25 pence per share in the March Fundraise. The Company recognising the
essential nature of the March Fundraise and the immediate loss suffered by the
investors who contributed to it, proposes (subject to the passing of the
Resolutions at the General Meeting (or any adjournment thereof) and completion
of the Fundraise) to issue a warrant to subscribe for one Ordinary Share in
respect of each Ordinary Share issued pursuant to the March Fundraise. In
aggregate warrants would be issued over 1,360,000 new Ordinary Shares. The
Warrants will be exercisable until 31 July 2026 at an exercise price of 10
pence per Ordinary Share.
SHOULD THE COMPANY BE UNABLE TO RAISE A MINIMUM OF £1.16 MILLION OF
ADDITIONAL CAPITAL, THE COMPANY WILL BE UNABLE TO CONTINUE TO TRADE AND WOULD
MOST LIKELY BE PLACED INTO ADMINISTRATION IN WHICH CASE THE PROSPECTS FOR
RECOVERY OF VALUE, IF ANY, BY SHAREHOLDERS WOULD BE UNCERTAIN. IN ADDITION, IT
SHOULD BE NOTED THAT THE NEW BANKING FACILITIES AND THE FUNDRAISING ARE
INTER-CONDITIONAL. THE AVAILABILITY OF THE NEW BANKING FACILITIES IS SUBJECT
TO THE SATISFACTION OF CERTAIN CONDITIONS INCLUDING AS TO THE ADDITIONAL
CAPITAL TO BE RAISED BY THE COMPANY. SHAREHOLDERS SHOULD NOTE THAT IF SUCH
CONDITIONS ARE NOT SATISFIED IN ALL RESPECTS AND/OR THE FUNDRAISING
RESOLUTIONS ARE NOT PASSED (WITHOUT MATERIAL AMENDMENT) AT THE GENERAL MEETING
(OR ANY ADJOURNMENT THEREOF) SUCH THAT THE FUNDRAISING CANNOT COMPLETE, THE
COMPANY WOULD BE UNABLE TO CONTINUE TO TRADE AND WOULD MOST LIKELY BE PLACED
INTO ADMINISTRATION.
The Fundraising
Fundraising and share issue highlights
· Proposed fundraising by way of the Open Offer and Management
Subscriptions to raise up to £1.85 million (before expenses), which is
conditional upon the Company raising a minimum of £1.16 million of additional
capital.
· The Open Offer is being made to give existing Shareholders the
opportunity to subscribe for 3 new Ordinary Shares for every 1 Existing
Ordinary Share held, to raise up to approximately £1.72 million. The
Directors have confirmed their intention to subscribe for 1,400,000 new
Ordinary Shares, amounting to £56,000, in relation to the Open Offer, subject
to such subscription not being prohibited at the relevant time by the Company
being in a closed period for the purposes of MAR.
· It is proposed that the Management Subscriptions be made by
certain members of the Management Team raising £125,000.
· The Issue Price at which the Fundraising is being conducted
represents a discount of approximately 25.6 per cent. to the closing
mid-market price of 3.85p per Ordinary Share on 30 June 2023, being the last
business day prior to the suspension of trading of the Company's Ordinary
Shares on AIM.
· It is proposed that pursuant to the Initial Salary Sacrifice,
existing outstanding salaries amounting to £100,341 will be satisfied by the
issue of 2,508,525 New Ordinary Shares to members of the Management Team at
the Issue Price.
· Discussions with a Trade Investor concerning a possible
investment in the Company are ongoing. The Trade Investor is a commercial
partner with whom Pittards is working collaboratively on an opportunity, which
if successful would see Pittards supply the Trade Investor with technical
leather and finished product for the military market. However, Shareholders
should note there can be no certainty of the outcome of these discussions
· Assuming only the minimum of £1.16 million of additional capital
is raised by the Company, the net proceeds of the Fundraise will be used to
return of the Company's creditors to a more normal payment profile
· If the gross proceeds of the additional capital raised by the
Company are in excess of £1.16 million, the next £340,000 of gross proceeds
will be applied to repaying the £340,000 additional overdraft facility
provided by Lloyds Bank at the time of the March Fundraise. Any gross proceeds
above £1.5 million will be retained (net of expenses) by the Company to
provide additional working capital headroom.
· The New Ordinary Shares, assuming a full take-up under the Open
Offer, will represent approximately 77.3 per cent. of the Enlarged Voting
Share Capital.
The Open Offer, Management Subscriptions and Initial Salary Sacrifice are
conditional, inter alia, on the satisfaction of the following conditions by
8.00 a.m. on 28 July 2023 (or such later time and/or date (being no later than
the Long Stop Date) as WH Ireland and the Company may agree):
· the Company successfully raising a minimum of £1.16 million of
additional capital;
· the New Banking Facilities being entered into;
· the passing of the Fundraising Resolutions (without material
amendment) at the General Meeting or any adjournment thereof; and
· Admission taking place.
The Fundraising is not being underwritten.
A circular containing details of the Fundraising, New Banking Facilities,
proposed issue of Warrants and a Notice of General Meeting, together with (for
Qualifying Non-CREST Shareholders who are not in Restricted Jurisdictions) an
Application Form, will be despatched to Shareholders following this
announcement and will be available after that time on the Company's website at
https://corporate.pittards.com/investors/.
The General Meeting will be held on 27 July 2023 at midday.
The expected timetable of principal events is set out in Appendix I to this
announcement. Capitalised terms have the meaning set out in Appendix II to
this announcement.
For further information please contact:
Pittards plc www.pittards.com
(https://url.avanan.click/v2/___https:/urldefense.proofpoint.com/v2/url?u=http-3A__www.pittards.com&d=DwMFAw&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=7Um2a7LLyUH5SxHgl6zdagatUzGQxXwYgU_CeVAgL9Q&m=dcxSX44rdBUfn6sOWMPfQnBnCJtou4u4IKqv6fz9X7A&s=rFM_1ZGKBHfxhkHpVSXLSt0x8mI_pHwBTYmsp
-PFAYY&e=___.YXAxZTp3aGlyZWxhbmRwbGMyOmE6bzo0Y2UwZTIwNGM5YWVlMmJlOTIzMmFjMmE5ZjllMWU2OTo1OjRmZjI6YmY3ZjYxYThjZWYwZGIzMjMyZTFiNDQxNDgxODU3YmU2N2M1YTA2NzRkMDlhN2YxY2U3YWI0M2FmOWJlMWVmNDpoOk4)
Stephen Yapp, Chairman +44 (0) 1935 474 321
Reg Hankey, CEO
Alan Burgess, CFO
WH Ireland Limited www.whirelandplc.com/capital-markets
Mike Coe, Sarah Mather +44 (0)20 7220 1666
Additional Information
1. Background and reasons for the New Banking Facilities and Fundraising
As announced on 24 March 2023, the Company has been operating at or around the
ceiling of its bank facilities in recent months principally as a result of
significant adverse foreign currency movements resulting from the weakening of
the pound sterling. It has been managing its working capital very carefully in
anticipation of agreeing new and potentially restructured bank facilities. As
this process was taking longer than originally anticipated, the Company
announced on 24 March 2023, that it had raised £340,000 via a placing and
Directors' loans (which were subsequently converted into Ordinary Shares) and
that Lloyds Bank would increase the Company's borrowing facilities by
£340,000, to enable the Company to manage its working capital whilst
completing the negotiations for the New Banking Facilities.
The New Banking Facilities will amount in aggregate to approximately £10.1
million and potentially up to £10.45 million, with the principal change being
the restructuring of the Company's overdraft facility into a £7.84 million
and potentially up to £8.18 million term loan.
The New Banking Facilities are subject to the Company raising £1.16 million
of additional capital. In order to help meet this requirement, the Company is
undertaking a proposed fundraising comprising the Management Subscriptions to
raise £125,000 and an Open Offer to raise up to £1.72 million. In order to
maximise its chances of satisfying the minimum fundraising requirement and
also secure additional funding for working capital purposes, the Company has
entered into discussions with the Trade Investor regarding a possible
investment in the Company. Accordingly, the Company will seek approval from
Shareholders at the General Meeting for not only the issue of Ordinary Shares
in connection with the Fundraise, but also the issue of additional shares or
securities convertible into shares of the Company on a non pre-emptive basis
in connection with any additional investment which may be secured by the
Company from other sources, including potentially the Trade Investor.
SHOULD THE COMPANY BE UNABLE TO RAISE A MINIMUM OF £1.16 MILLION OF
ADDITIONAL CAPITAL, THE COMPANY WOULD BE UNABLE TO CONTINUE TO TRADE AND WOULD
MOST LIKELY BE PLACED INTO ADMINISTRATION IN WHICH CASE THE PROSPECTS FOR
RECOVERY OF VALUE, IF ANY, BY SHAREHOLDERS WOULD BE UNCERTAIN.
The net proceeds of the Fundraising assuming a full take-up under the Open
Offer will be approximately £1.70 million.
Assuming only the minimum of £1.16 million of additional capital is raised by
the Company, the net proceeds of the Fundraise which will be approximately
£1.02 million, will be used to return the Company's creditors to a more
normal payment profile. If the gross proceeds of the additional capital raised
by the Company are in excess of £1.16 million, the next £340,000 of gross
proceeds will be applied to repaying the £340,000 additional overdraft
facility provided by Lloyds Bank at the time of the March Fundraise. Any gross
proceeds above £1.5 million will be retained (net of expenses) by the Company
to provide additional working capital headroom.
THE NEW BANKING FACILITIES AND THE FUNDRAISING ARE INTER-CONDITIONAL. THE
AVAILABILITY OF THE NEW BANKING FACILITIES IS SUBJECT TO THE SATISFACTION OF
CERTAIN CONDITIONS INCLUDING CONDITIONS RELATING TO THE COMPANY RAISING A
MINIMUM OF £1.16 MILLION OF ADDITIONAL CAPITAL. SHAREHOLDERS SHOULD NOTE THAT
IF SUCH CONDITIONS ARE NOT SATISFIED IN ALL RESPECTS AND/OR THE FUNDRAISING
RESOLUTIONS ARE NOT PASSED (WITHOUT MATERIAL AMENDMENT) AT THE GENERAL MEETING
(OR ANY ADJOURNMENT THEREOF) SUCH THAT THE FUNDRAISING CANNOT COMPLETE, THE
COMPANY WOULD BE UNABLE TO CONTINUE TO TRADE AND WOULD MOST LIKELY BE PLACED
INTO ADMINISTRATION.
2. Terms of the New Banking Facilities
The Company has agreed indicative terms for the renewal and restructuring of
its existing banking facilities amounting to in aggregate approximately £10.1
million and potentially up to £10.45 million. The New Banking Facilities will
comprise:
· the Term Loan of £7,837,600;
· the existing mortgage of £1,225,150;
· the existing CBILS of £616,733;
· Avalisation facility of £250,000; and
· a letter of credit of £180,000.
In the event the Company is only able to raise the minimum additional capital
requirement of £1.16 million, Lloyds Bank will extend the Term Loan up to
£8.181m, to cover the additional overdraft facility provided by Lloyds Bank
at the time of the March Fundraise. This additional loan would be repayable
over six months. However if the gross proceeds of the additional capital
raised by the Company are in excess of £1.16 million, the next £340,000 of
the gross proceeds will be applied to repaying the £340,000 additional
facility. The principal change to the facilities is the restructuring of the
Company's existing overdraft facility into the Term Loan. The Term Loan will
run for a period of two years to on or around 31 July 2025 and will attract an
interest rate of 4 per cent. plus the Bank of England Base Rate. It will be
subject to financial covenants linked to EBITDA, stock levels and annual
confirmations from a qualified valuer to be tested from 31 December 2023.
The availability if the Term Loan is subject to the following conditions being
met by Admission:
· the Company raising a minimum of £1.16 million of additional
capital; and
· the agreement of the Management Team to the Deferred Salary
Sacrifice.
3. Details of the Fundraising and share issues
The Fundraising comprises:
· the Open Offer of up to 43,123,500 new Ordinary Shares to raise
up to approximately £1.72 million. Certain Directors intend to subscribe for
1,400,000 new Ordinary Shares, amounting to £56,000 in relation to the Open
Offer, subject to such subscription not being prohibited at the relevant time
by the Company being in a closed period for the purposes of MAR. Further
details of the Open Offer are set out in paragraph 4 below; and
· a proposed subscription of 3,125,000 new Ordinary Shares to
raise £125,000 intended to be made by members of the Management Team, further
details of which are set out in paragraph 5 below;
The Fundraise is conditional, inter alia, on the Company successfully raising
a minimum of £1.16 million of additional capital and on Shareholders'
approval at the General Meeting. In order to maximise its chances of
satisfying this condition and also secure additional funding for working
capital purposes, Company has entered into discussions with the Trade Investor
regarding a possible investment in the Company. Accordingly, the Company will
seek approval from Shareholders at the General Meeting for not only the issue
of Ordinary Shares in connection with the Fundraise, but also the issue of
additional shares or securities convertible into shares of the Company on a
non pre-emptive basis in connection with any additional investment which may
be secured by the Company from other sources, including potentially the Trade
Investor.
In addition to the Fundraise, the Company intends to settle existing
outstanding salaries amounting to £100,341 by the issue of the Initial Salary
Sacrifice Shares and to reduce the cash cost of future salaries by up to
£287,933 via the Salary Sacrifice.
The Issue Price of 4 pence per new Ordinary Share represents a discount of
25.6 per cent. to the closing mid-market price of 5.38p per Ordinary Share on
30 June 2023, being the last business day prior to the suspension of trading
of the Company's Ordinary Shares on AIM.
SHOULD THE COMPANY BE UNABLE TO RAISE A MINIMUM OF £1.16 MILLION OF
ADDITIONAL CAPITAL, THE COMPANY WILL BE UNABLE TO CONTINUE TO TRADE AND WOULD
MOST LIKELY BE PLACED INTO ADMINISTRATION IN WHICH CASE THE PROSPECTS FOR
RECOVERY OF VALUE, IF ANY, BY SHAREHOLDERS WOULD BE UNCERTAIN. IN ADDITION, IT
SHOULD BE NOTED THAT THE NEW BANKING FACILITIES AND THE FUNDRAISING ARE
INTER-CONDITIONAL. THE AVAILABILITY OF THE NEW BANKING FACILITIES IS SUBJECT
TO THE SATISFACTION OF CERTAIN CONDITIONS INCLUDING AS TO THE ADDITIONAL
CAPITAL TO BE RAISED BY THE COMPANY. SHAREHOLDERS SHOULD NOTE THAT IF SUCH
CONDITIONS ARE NOT SATISFIED IN ALL RESPECTS AND/OR THE FUNDRAISING
RESOLUTIONS ARE NOT PASSED (WITHOUT MATERIAL AMENDMENT) AT THE GENERAL MEETING
(OR ANY ADJOURNMENT THEREOF) SUCH THAT THE FUNDRAISING CANNOT COMPLETE, THE
COMPANY WOULD BE UNABLE TO CONTINUE TO TRADE AND MOST LIKELY BE PLACED INTO
ADMINISTRATION.
The Fundraising is not being underwritten.
4. The Open Offer
The Company considers it important that Qualifying Shareholders have an
opportunity (where it is practicable for them to do so) to participate in the
Fundraise, which the Board believes represents the best and most realistic
prospect of securing the finance required for the Company to continue trading
and accordingly the Company is making the Open Offer to Qualifying
Shareholders.
The Company is proposing to raise up to approximately £1.72 million in the
Open Offer (before expenses) (assuming full take up of the Open Offer) through
the issue of up to 43,123,500 Open Offer Shares at the Issue Price.
The Directors have confirmed their intention to subscribe for 1,400,000 new
Ordinary Shares, amounting to £56,000, in relation to the Open Offer, subject
to such subscription not being prohibited at the relevant time by the Company
being in a closed period for the purposes of MAR .
Subject to the terms and conditions to be set out in the Circular (and in the
case of Qualifying Non-CREST Shareholders, in the Application Form),
Qualifying Shareholders are being given the opportunity under the Open Offer
to apply for Open Offer Shares at the Issue Price of 4 pence per Open Offer
Share, pro rata to their holdings of Existing Ordinary Shares as at the Record
Date, payable in full on application. Any Open Offer Shares not applied for by
Qualifying Shareholders will be available to other Qualifying Shareholders,
provided they have taken up their Open Offer Entitlement in full, under the
Excess Application Facility.
Qualifying Shareholders may apply for their Open Offer Entitlement under the
Open Offer pro rata to their holdings of Existing Ordinary Shares as at the
Record Date at the Issue Price on the following basis:
3 Open Offer Shares for every 1 Existing Ordinary Share held
The Excess Application Facility enables Qualifying Shareholders to apply for
further Open Offer Shares in excess of their Open Offer Entitlement as
described below. Not all Shareholders will be Qualifying Shareholders;
Shareholders who are located in, or are citizens of, or have a registered
office in certain overseas jurisdictions will not qualify to participate in
the Open Offer.
Valid applications by Qualifying Non-CREST Shareholders will be satisfied in
full up to their Open Offer Entitlements as shown on the Application Form.
Applicants can apply for less or more than their entitlements under the Open
Offer but the Company cannot guarantee that any application for Excess Shares
under the Excess Application Facility will be satisfied as this will depend in
part on the extent to which other Qualifying Shareholders apply for less than
or more than their own Open Offer Entitlements. If applications under the
Excess Application Facility are received for more than the total number of
Open Offer Shares available following take up of Open Offer Entitlements, the
Excess Shares will be scaled back in such manner as the Directors may
determine in their absolute discretion and no assurance can be given that
excess applications by Qualifying Shareholders will be met in full or in part
or at all.
Qualifying Shareholders should be aware that the Open Offer is not a rights
issue. Qualifying Non-CREST Shareholders should also note that their
respective Application Forms are not negotiable documents and cannot be
traded. Open Offer Shares not applied for under the Open Offer will not be
sold in the market for the benefit of those who do not apply under the Open
Offer. Any Open Offer Shares which are not applied for by Qualifying
Shareholders under the Open Offer will not be issued by the Company as the
Open Offer is not underwritten.
Application has been made for the Open Offer Entitlements to be admitted to
CREST. It is expected that such Open Offer Entitlements will be credited to
CREST on 13 July 2023. The Open Offer Entitlements will be enabled for
settlement in CREST until 11.00 on 26 July 2023. Applications through the
CREST system may only be made by the Qualifying CREST Shareholder originally
entitled or by a person entitled by virtue of bona tide market claims. The
Open Offer Shares must be paid in full on application. The latest time and
date for receipt of completed Application Forms or CREST applications and
payment in respect of the Open Offer is 11.00 on 26 July 2023.
The Open Offer is conditional, inter alia, on the satisfaction of the
following conditions on or before 8.00 a.m. on 28 July 2023 (or such later
time and/or date (being no later than the Long Stop Date) as WH Ireland and
the Company may agree):
· the Company successfully raising a minimum of £1.16 million
of additional capital;
· the New Banking Facilities being entered into;
· the Fundraising Resolutions being passed (without material
amendment) at the General Meeting or any adjournment thereof; and
· Admission taking place.
Accordingly, if the conditions to the Open Offer are not satisfied or waived
by the Company (where capable of waiver), the Open Offer will not proceed and
the Open Offer Shares will not be issued and all monies received by the
Receiving Agent will be returned to the applicants (at the applicant's risk
and without interest) as soon as possible thereafter. Any Open Offer
Entitlements admitted to CREST will thereafter be disabled.
The Open Offer Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, 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
their issue.
Further details of the Open Offer and the terms and conditions on which it is
being made, including the procedure for application and payment, will be set
out in the Circular and (where applicable) on the accompanying Application
Form.
5. Management Subscriptions
It is proposed that certain members of the Management Team subscribe for new
Ordinary Shares at the Issue Price. It is the intention that such
subscriptions be made at such time as the Company ceases to be in a closed
period for the purposes of MAR. If therefore at the date on which the New
Ordinary Shares (including the Management Subscription Shares) are proposed to
be allotted, the Company remains in a closed period, it will be necessary to
defer the Management Subscriptions until such date as the Company has ceased
to be in a closed period. The Management Subscriptions will be for a total of
3,125,000 new Ordinary Shares amounting to £125,000 in aggregate.
The Management Subscriptions are conditional, inter alia, on the satisfaction
of the following conditions by 8.00 a.m. on 28 July 2023 (or such later time
and/or date (being no later than the Long Stop Date) as WH Ireland and the
Company may agree):
· the Company successfully raising a minimum of £1.16 million
of additional capital;
· the New Banking Facilities being entered into; and
· the Fundraising Resolutions being passed (without material
amendment) at the General Meeting or any adjournment thereof; and
· Admission taking place.
6. Trade Investor
Discussions with a Trade Investor concerning a possible investment in the
Company are ongoing. The Trade Investor is a commercial partner with whom
Pittards is working collaboratively on an opportunity, which if successful
would see Pittards supply the Trade Investor with technical leather and
finished product for the military market.
The Company will announce the outcome of its discussions with the Trade
Investor as soon as they are completed. However, Shareholders should note
there can be no certainty of the outcome of these discussions.
7. Details of the Salary Sacrifice
The Management Team have sacrificed in aggregate £100,341 of their salaries
between 1 January 2023 and 30 June 2023, pursuant to the Initial Salary
Sacrifice. In addition, the Management Team intend to sacrifice up to in
aggregate £287,933 of their salaries, pursuant to the Deferred Salary
Sacrifice.
The arrangements in relation to the Salary Sacrifice constitute a related
party transaction in accordance with AIM Rule 13. As it is intended that all
the Directors will participate in the Salary Sacrifice there are no
independent directors, therefore, WH Ireland, as nominated adviser to the
Company is giving the opinion required in accordance with AIM Rule 13. WH
Ireland consider that the proposed terms of the participation by the
Management Team in the Salary Sacrifice and subsequent conversion into Salary
Sacrifice Shares at the Issue Price are fair and reasonable insofar as the
Shareholders of Pittards are concerned
7.1 Initial Salary Sacrifice Shares
The Management Team have sacrificed a portion of their salaries between 1
January 2023 and 30 June 2023, amounting to approximately £100,341, in order
to assist the Company in managing its working capital position, whilst it
negotiated the New Banking Facilities. The Company intends to settle the
amount of the Initial Salary Sacrifice by the issue 2,508,525 Initial Salary
Sacrifice Shares to members of the Management Team at the Issue Price.
Whilst currently, the Company is in a closed period for the purposes of MAR
(as it has not yet published its annual accounts for the year ended 31
December 2022) the Company expects its annual accounts to be published on or
around Admission. Following such publication, but subject to the passing of
the Fundraising Resolutions (without material amendment) at the General
Meeting and the satisfaction of the remaining conditions of the Initial Salary
Sacrifice set out below, the issue of the Initial Salary Sacrifice Shares in
satisfaction of the Initial Salary Sacrifice can then be completed. If,
however, the Company should remain in a closed period at Admission, it will be
necessary to defer the issue of the Initial Salary Sacrifice Shares until such
date as the Company has ceased to be in a closed period.
The Initial Salary Sacrifice is conditional, inter alia, on the satisfaction
of the following conditions by 8.00 a.m. on 28 July 2023 (or such later time
and/or date (being no later than the Long Stop Date) as WH Ireland and the
Company may agree):
· the Company successfully raising a minimum of £1.16
million of additional capital;
· the New Banking Facilities being entered into;
· the passing of the Fundraising Resolutions (without
material amendment) at the General Meeting or any adjournment thereof; and
· Admission taking place.
7.2 Deferred Salary Sacrifice
Members of the Management Team intend to sacrifice in aggregate up to
£287,933 of their salaries in order to reduce the Company's future funding
requirement. Pursuant to the Deferred Salary Sacrifice, the Company will issue
up to a further 7,198,325 Ordinary Shares at the Issue Price periodically at
such intervals as the Company may decide, in arrears of the sacrifice being
made.
8. Suspension of trading in Ordinary Shares
On 29 June 2023, the Company announced that its audit of the Company's
accounts for the year ended 31 December 2022 would not be completed by 30 June
2023 as required under AIM Rule 19 of the AIM Rules. Therefore trading in the
Ordinary Shares was suspended with effect from 7.30 a.m. on 3 July 2023.
9. Final Results and trading update
The Company's results for the year ended 31 December 2022, which are subject
to audit are expected to show:
Unaudited results
£million
Revenues
18.84
Loss before tax for the year
(1.43)
Net
Assets
15.51
An additional stock provision of £0.7 million has been recorded to reduce the
value of UK inventory in the light of current economic conditions.
Accounting standards require special accounting treatment in countries
experiencing hyperinflation. A credit adjustment of £1.1 million has been
reflected for the hyperinflation in Ethiopia.
Trading in the first half of the current financial year has been weak partly
due to general market conditions but also due to the working capital
constraints that the business has been subject to. Sales for the six months to
30 June 2023 are expected to be approximately £5.7 million. Nevertheless,
helped by a reduced cost base the Company has lowered its breakeven point. Net
debt as at 30 June 2023 was £12.5 million.
Pleasingly the Company's order book increased in the second quarter to £3
million and this together with a significantly improved working capital
position, if the Fundraising is successfully completed, means that the Board
expects a significant improvement in trading in the second half of the year
and that the Company will trade positively at the EBITDA level for the year as
a whole.
It is our intention to approve and publish the audited accounts on or around
Admission.
10. Warrants
On 24 March 2023, the Company announced a fundraise raising £340,000 by way
of a placing of 1,020,000 Ordinary Shares at an issue price of 25 pence per
shares raising £255,000 and loans made by the Management Team and other staff
raising £85,000 which were subsequently converted into Ordinary Shares at a
price of 25 pence per share. The March Fundraise was essential, being required
to provide the Company with the cash runway necessary to be able to it to
complete discussions with debt providers and arrange the Fundraise. Without
these funds, the Company would have been unable to continue trading.
Subsequent to the March Fundraise the Company's share price has fallen
significantly. The closing middle market price was 5.38 pence on 30 June 2023,
the last business day prior to the suspension of trading of the Company's
Ordinary Shares on AIM, representing a 78 per cent. reduction on the price of
25 pence per share in the March Fundraise. The Company recognising the
essential nature of the March Fundraise and the immediate loss suffered by the
investors who contributed to it, proposes (subject to the passing of the
Resolutions at the General Meeting (or any adjournment thereof) and completion
of the Fundraise) to issue a warrant to subscribe for one Ordinary Share in
respect of each Ordinary Share issued pursuant to the March Fundraise. In
aggregate warrants would be issued over 1,360,000 new Ordinary Shares. The
Warrants will be exercisable until 31 July 2026 at an exercise price of 10
pence per Ordinary Share.
Given that, for the reasons explained above, the Company remains in a closed
period for the purposes of MAR, it will be necessary for the Company to defer
the grant of Warrants to Directors and other members of the Management Team
until such date (if later than the date of completion of the Fundraise) as the
Company has ceased to be in a closed period.
The grant of Warrants is being treated as a related party transaction in
accordance with AIM Rule 13. As all the Directors will be receiving warrants
there are no independent directors for the purposes of AIM Rule 13 and
therefore, WH Ireland as nominated adviser to the Company is giving the
opinion required in accordance with AIM Rule 13. WH Ireland consider that the
terms of the Warrants are fair and reasonable insofar as the Shareholders of
Pittards are concerned.
11. Adviser Shares
WH Ireland has agreed that £10,000 of the fees payable to it in connection
with the Fundraise shall be satisfied by the Company issuing 250,000 Adviser
Shares credited as fully paid on Admission.
12. Effect of the Fundraising
Upon Admission, assuming full take up of the Open Offer Shares, the Enlarged
Voting Share Capital is expected to be 63,381,525 Ordinary Shares. On this
basis, the New Ordinary Shares will represent approximately 77.3 per cent. of
the Enlarged Voting Share Capital.
Following the issue of the New Ordinary Shares, assuming full take up of the
Open Offer Shares, Qualifying Shareholders who do not take up any of their
Open Offer entitlements will suffer a dilution of approximately 77.3 per cent.
to their interests in the Company. Qualifying Shareholders who take up their
Open Offer Entitlements in full, will suffer a dilution of approximately 9.3
per cent. to their interest in the Company.
IMPORTANT NOTICES
This announcement may contain statements about the Company that are or may be
deemed to be, "forward-looking statements". These forward-looking statements
can be identified by the use of forward-looking terminology, including the
words "targets", "plans", "believes", "expects", "aims", "intends", "will",
"may", "should", "anticipates", "estimates", "projects", "would", "could",
"continue", "potential" or terms of similar substance or the negative thereof.
These forward-looking statements include all matters that are not historical
facts. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future. These forward-looking statements are not
guarantees of future performance and have not been reviewed by the auditors of
the Company. Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of any such person, or industry results, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. Any forward-looking statements
contained in this announcement are based on numerous assumptions regarding the
present and future business strategies of the persons to whom they relate and
the environments in which each of them will operate in the future. Investors
should not place undue reliance on such forward-looking statements and, save
as is required by law or regulation (including to meet the requirements of the
AIM Rules), the Company does not undertake any obligation to update publicly
or revise any forward-looking statements (including to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based). All subsequent oral or
written forward-looking statements attributed to the Company or any persons
acting on its behalf are expressly qualified in their entirety by the
cautionary statement above.
WH Ireland, which is authorised and regulated in the United Kingdom by the
FCA, is acting as Nominated Adviser and Broker exclusively for the Company and
no one else in connection with the contents of this announcement and will not
regard any other person (whether or not a recipient of this announcement) as
its client in relation to the contents of this announcement nor will it be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this announcement. The responsibilities of WH Ireland as the Company's
nominated adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange and are not owed
to the Company or to any director or shareholder of the Company or any other
person, in respect of its decision to acquire shares in the capital of the
Company in reliance on any part of this announcement, or otherwise. Apart
from the responsibilities and liabilities, if any, which may be imposed on WH
Ireland by FSMA or the regulatory regime established thereunder, WH Ireland
accepts no responsibility whatsoever for, and makes no representation or
warranty, express or implied, as to the contents of this announcement
including its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the contents of this
announcement, whether as to the past or the future. WH Ireland accordingly
disclaims all and any liability whatsoever, whether arising in tort, contract
or otherwise (save as mentioned above), which it might otherwise have in
respect of the contents of this announcement or any such statement.
The New Ordinary Shares, the Open Offer Entitlements or the Excess Open Offer
Entitlements have not been nor will they be registered under the Securities
Act or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold, pledged, taken
up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States.
None of the New Ordinary Shares, the Open Offer Entitlements or the Excess
Open Offer Entitlements have been or will be approved or disapproved by the
United States Securities and Exchange Commission or by the securities
commissions of any state or other jurisdiction of the United States or any
other regulatory authority, nor have any of the foregoing authorities or any
securities commission passed upon or endorsed the merits of the offering of
the New Ordinary Shares, Open Offer Entitlements or Excess Open Offer
Entitlements.
Subject to certain exceptions, none of the securities referred to herein may
be offered or sold in the United States, Australia, Canada, Japan, the
Republic of South Africa or to, or for the account or benefit of, any
national, resident or citizen of the United States, Australia, Canada, Japan
or the Republic of South Africa.
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 New Ordinary Shares; and the New Ordinary Shares have not
been, and nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia,
Japan or the Republic of South Africa. Accordingly, the New Ordinary 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
Canada, Australia, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom or to, or for the account or benefit
of any national, resident or citizen of Australia, Japan or the Republic of
South Africa or to any investor located or resident in Canada.
No public offering of the New Ordinary Shares, the Open Offer Entitlements or
the Excess Open Offer Entitlements is being made in the United States, the
United Kingdom or elsewhere.
The information in this announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements of the Company to be materially different from
such forward-looking statements.
The content of this announcement has not been approved by an authorised person
within the meaning of FSMA. Reliance on this announcement for the purpose of
engaging in any investment activity may expose an individual to a significant
risk of losing all of the property or other assets invested. The price of
shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
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 WH Ireland or by any of its affiliates or agents 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.
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 the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The New Ordinary Shares to be issued pursuant to the Fundraising will not be
admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.
APPENDIX I
Expected Timetable of the principal events
2023
Record Date for the Open Offer 6.00 p.m. on 6 July
Publication and posting of the Circular and, in respect of Qualifying 11 July
Non-CREST Shareholders, the Application Form
Existing Ordinary Shares marked "ex" by the London Stock Exchange 8.00 a.m. on 12 July
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to 8.00 a.m. on 13 July
CREST stock accounts of Qualifying CREST Shareholders or as soon possible
thereafter
Recommended latest time and date for requesting withdrawal of Open Offer 4.30 p.m. on 20 July
Entitlements and Excess CREST Open Offer Entitlements from CREST
Latest time and date for depositing Open Offer Entitlements and Excess CREST 3.00 p.m. on 21 July
Open Offer Entitlements into CREST
Latest time and date for splitting Application Forms under the Open Offer(to 3.00 p.m. on 24 July
satisfy bona fide market claims only)
Latest time and date for receipt of electronic proxy appointments and any midday on 25 July
Forms of Proxy for use at the General Meeting
Latest time and date for receipt of completed Application Forms and payment 11.00 a.m. on 26 July
in full under the Open Offer or settlement of the relevant CREST instructions
(as appropriate)
General Meeting midday on 27 July
Expected date of announcement of the results of the General Meeting and Open 27 July
Offer
Where applicable, date for CREST accounts to be credited in respect of New 8.00 a.m. on 28 July
Ordinary Shares issued in uncertificated form
Despatch of definitive share certificates in respect of New Ordinary Shares Within 5 business days after Admission
issued in certificated form
Long Stop Date 8.00 a.m. on 14 August
Notes:
(i) References to times in this announcement are to London time.
(ii) If any of the above times or dates should change, the revised times
and/or dates will be notified by an announcement to an RIS.
(iii) The timing of the events in the above timetable and in the rest of
this announcement is indicative only.
(iv) In order to subscribe for Open Offer Shares under the Open Offer,
Qualifying Shareholders will need to follow the procedure set out in the
Circular and, where relevant, complete the Application Form. If Qualifying
Shareholders have any queries on the procedure for acceptance and payment, or
wish to request another Application Form, they should contact Link Group on
0371 664 0321. Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 a.m. - 5.30
p.m., Monday to Friday excluding public holidays in England and Wales. Please
note that Link Group cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training purposes.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this announcement, unless the
context requires otherwise or unless it is otherwise specifically provided:
"Admission" the admission of the Open Offer Shares and the Adviser Shares to trading on
AIM becoming effective in accordance with Rule 6 of the AIM Rules
"Adviser Shares" 250,000 new Ordinary Shares to be issued by the Company on Admission to WH
Ireland in satisfaction, in part, of its fees payable by the Company in
connection with the Fundraise
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time
"Application Form" the personalised application form accompanying the Circular (where applicable)
pursuant to which Qualifying Non-CREST Shareholders (other than certain
Overseas Shareholders) may apply to subscribe for Open Offer Shares under the
Open Offer
"Avalisation" a guarantee to honour payment of an invoice which has fallen due
"certificated" or "in certificated form" an Existing Ordinary Share or an Ordinary Share recorded on the Company's
share register as being held in certificated form (namely, not in CREST)
"Circular" the circular to be sent to Shareholders setting out details of the proposed
Fundraising and proposed share issues and containing the Notice of General
Meeting;
"Company" or "Pittards Pittards plc, a company incorporated in England and Wales with registered
number 00102384
"CREST" or "CREST system" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended
"Directors" or "Board" the directors of the Company or any duly authorised committee thereof
"Deferred Salary Sacrifice" salaries of up to £287,933 intended to be sacrificed by members of the
Management Team in the period from 1 July 2023 to 31 December 2024
"Enlarged Voting Share Capital" the issued ordinary share capital of the Company immediately following
Admission (assuming full subscription under the Open Offer) excluding shares
held in treasury
"Excess Application Facility" the arrangement pursuant to which Qualifying Shareholders may apply for
additional Open Offer Shares in excess of their Open Offer Entitlement in
accordance with the terms and conditions of the Open Offer
"Excess CREST Open Offer Entitlement" the entitlement in addition to such holder's Open Offer Entitlement credited
to their stock account in CREST, to apply for Open Offer Shares pursuant to
the Excess Application Facility, which is conditional on them taking up their
Open Offer Entitlement in full and which may be subject to scaling back in
accordance with the provisions that will be set out in the Circular
"Excess Open Offer Entitlement" in respect of each Qualifying CREST Shareholder, an entitlement, of the
maximum number of Open Offer Shares available through the Open Offer (in
addition to their Open Offer Entitlement), to apply for Open Offer Shares
pursuant to the Excess Application Facility, which is conditional on them
taking up their Open Offer Entitlement in full and which may be subject to
scaling back in accordance with the provisions that will be set out in the
Circular
"Excess Shares" Open Offer Shares applied for by Qualifying Shareholders under the Excess
Application Facility
"Ex-entitlement Date" the date on which the Existing Ordinary Shares are marked "ex" the entitlement
under the Open Offer
"Existing Ordinary Shares" the 14,374,500 Ordinary Shares (excluding 874,200 Ordinary Shares held in
treasury) in issue as at the Record Date
"FCA" the Financial Conduct Authority
"Final Results" the Company's audited accounts for the year ended 31 December 2022
"Form of Proxy" a form of proxy which can be requested by Shareholders to be used in
connection with the General Meeting
"FSMA" the Financial Services and Markets Act 2000
"Fundraise" or "Fundraising" the proposed Open Offer and Management Subscriptions
"Fundraising Resolutions" the Resolutions to be proposed at the General Meeting in connection with the
Fundraise
"General Meeting" the general meeting of the Company to be convened for midday on 27 July 2023
pursuant to the Notice of General Meeting
"Initial Salary Sacrifice" the proposed settlement of £100,341 of salaries at 30 June 2023 sacrificed by
members of the Management Team by the issue of the Initial Salary Sacrifice
Shares
"Initial Salary Sacrifice Shares" 2,508,525 new Ordinary Shares proposed to be issued to members of the
Management Team pursuant to the Initial Salary Sacrifice
"ISIN" International Securities Identification Number
"Issue Price" 4 pence per New Ordinary Share
"Lloyds Bank" Lloyds Bank plc
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 8.00 a.m. on 14 August 2023
"Management Team" the Directors and certain other members of the senior management team of the
Company
"Management Subscriptions" the proposed conditional subscriptions for the Management Subscription Shares
at the Issue Price by certain members of the Management Team as part of the
Fundraising
"Management Subscription Shares" 3,125,000 new Ordinary Shares proposed to be issued to certain members of the
Management Team pursuant to the Management Subscriptions
"March Fundraise" the fundraise undertaken by the Company, as announced on 24 March 2023,
pursuant to which 1,360,000 new Ordinary Shares were issued
"MAR" or "Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) (incorporating the technical
standards, delegated regulations and guidance notes, published by the European
Commission, London Stock Exchange, the FCA and the European Securities and
Markets Authority) as it applies in the UK by virtue of the European Union
(Withdrawal) Act 2018, as amended from time to time
"New Banking Facilities" debt facilities amounting in aggregate to approximately £10.1 million and
potentially up to £10.45 million, further details of which will be set out in
the Circular
"New Ordinary Shares" the Open Offer Shares, the Management Subscription Shares, the Initial Salary
Sacrifice Shares and the Adviser Shares
"Notice of General Meeting" the notice convening the General Meeting to be set out in the Circular
"Open Offer" the conditional invitation to be made by the Company to Qualifying
Shareholders to subscribe for the Open Offer Shares at the Issue Price on the
terms and subject to the conditions that will be set out in the Circular
"Open Offer Entitlement" the pro rata basic entitlement of a Qualifying Shareholder, pursuant to the
Open Offer, to apply to subscribe for 3 Open Offer Shares for every 1 Existing
Ordinary Share registered in its name on the Record Date pursuant to the Open
Offer
"Open Offer Shares" up to 43,123,500 new Ordinary Shares to be issued to Qualifying Shareholders
pursuant to the Open Offer
"Ordinary Shares" ordinary shares of one pence each in the capital of the Company
"Overseas Shareholders" holders of Existing Ordinary Shares with registered addresses in a Restricted
Jurisdiction or any other jurisdiction where the extension or availability of
the Open Offer would breach any applicable law
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Record Date are held in uncertificated form
Qualifying Non-CREST Shareholders Qualifying Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Record Date are held in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the Company
on the Record Date with the exclusion (subject to exemptions) of persons with
a registered address or located or resident in a Restricted Jurisdiction
"Receiving Agent" or "Registrar" or "Link Group" Link Group, a trading name of Link Market Services Limited, a company
registered in England with registered number 2605568 and having its registered
office situated at 10th Floor, Central Square, 29 Wellington Street, Leeds LS1
4DL
"Record Date" the record date in relation to the Open Offer, being 6.00 p.m. on 6 July 2023
"Regulatory Information Service" or "RIS" one of the regulatory information services authorised by the FCA acting in its
capacity as the UK listing authority to receive, process and disseminate
regulatory information
"Resolutions" the resolutions to be proposed at the General Meeting
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure for the Company if information
or documentation concerning the proposals set out the Circular or made
available to Shareholders in that jurisdiction including, without limitation,
the United States, Canada, Australia, Japan and the Republic of South Africa
"Salary Sacrifice" the Initial Salary Sacrifice and the Deferred Salary Sacrifice
"Securities Act" the United States Securities Act of 1933, as amended
"Shareholders" the holders of Ordinary Shares (as the context requires) at the relevant time
"Term Loan" the proposed two year term loan of £7.84 million to £8.18 million to be
provided by Lloyds Bank to the Company
"Trade Investor" a trade investor with whom Pittards is in discussions regarding a potential
investment in the Company
"uncertificated" or "in uncertificated form" recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" or "USA" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and any other area
subject to its jurisdiction
"Warrant" one warrant to be issued for each new Ordinary Share issued pursuant to the
March Fundraise
"WH Ireland" W H Ireland Limited, nominated adviser and broker to the Company
All references in this announcement to "£", "pounds sterling", "pence",
"penny" or "p" are to the lawful currency of the United Kingdom
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