REG - Tasty PLC - Directorate Changes and Conversion of B Shares

TastyAnnouncement

22/06/2022 07:00

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RNS Number : 7125P  Tasty PLC  22 June 2022

22 June 2022

Tasty plc

("Tasty" or the "Company")

 

Directorate Changes and Conversion of B Shares under Growth Shares Scheme

 

Tasty (AIM: TAST), the owner and operator of restaurants in the casual dining
sector, is pleased to announce the following Board changes and details in
relation to the conversion of certain B Shares under the Company's growth
shares scheme.

 

Board Changes

 

The Company is pleased to announce the appointment of Wendy Dixon, as an
independent Non-executive Director, with immediate effect.

 

Wendy spent two decades working with global brands, in a variety of leadership
roles in multiple markets within the Publicis Groupe. Wendy then joined Leo
Burnett in 1996 working in both North America and Europe, where she helped
major brands within Disney and Procter & Gamble to develop integrated
communications campaigns and managed agency revenue budgets, until 2018.

 

Wendy was appointed as M&C Saatchi Group's first Chief Growth Officer in
2019 with responsibility for leading internal collaboration, building the
brand of the company externally and bringing together both capabilities and
talent in order for new and existing clients to grow.

 

The directorships and partnerships currently held by Wendy Dixon and over the
five years preceding the date of appointment are as follows:

 

 Mrs Wendy Dixon, aged 48
 Current directorships/partnerships  Previous directorships/partnerships
 None                                None

 

Wendy Dixon does not hold any ordinary shares in the Company and there are no
further disclosures to be made pursuant to Schedule 2 paragraph (g) of the AIM
Rules.

 

In addition, Harald Samúelsson, currently an independent non-executive
Director of the Company will become an executive director of the Company with
responsibility for food and operational support, with immediate effect. Harald
Samúelsson has over 20 years of experience in the UK restaurant industry. In
2008, Harald joined Côte Restaurants as joint managing director and in 2010
became joint managing director at Bill's restaurants until 2012.

Conversion of B Shares under Growth Shares Scheme

The Company also announces that certain B Ordinary Shares of 0.001 pence each
in the capital of the Company ("B Ordinary Shares") have vested under the
terms of the Company's growth share scheme and, having become eligible for
conversion into Ordinary Shares of 0.1 pence each in the capital of the
Company ("Ordinary Shares") under the Company's articles of association, are
to be so converted.

As announced on 23 December 2020, Jonny Plant became sole Chief Executive
Officer of the Company and as a result of his role and responsibility
increasing significantly it was deemed appropriate to incentivise him through
a participation in the growth shares scheme that was approved by shareholders
and adopted by the Company at its general meeting held on 15 January 2021 (the
"Growth Shares Scheme").

Under the terms of the Growth Shares Scheme, the B Ordinary Shares that were
issued to Jonny Plant are convertible into new Ordinary Shares, subject to
certain performance criteria being achieved. The performance criteria are
measured by reference to the 90 day volume weighted average price ("VWAP") of
the Ordinary Shares. The level of participation that the B Ordinary Shares are
entitled to, and the maximum number of Ordinary Shares into which the B
Ordinary Shares can convert, is referenced to the following share price
performance targets of the Company being met:

·    if, at any time, within the period ending 15 January 2022 the 90 day
VWAP of the Ordinary Shares is 6 pence or more, up to 3.33%;

·    if, at any time, within the period ending 15 January 2023, the 90 day
VWAP of the Ordinary Shares is 8 pence or more, up to 6.67%;

·    if, at any time, within the period ending 15 January 2025, the 90 day
VWAP of the Ordinary Shares is 16 pence or more, up to 10%;

The Company announces that in the period ending 15 January 2022, the 90 day
VWAP of the Ordinary Shares exceeded 6 pence and accordingly the Company has
received notice from Jonny Plant to convert 5,225,546 B Ordinary Shares (the
"Vested B Shares") into 5,225,546 new Ordinary Shares, representing 3.33% of
the entire issued Ordinary Share capital at the date of the adoption of the
Growth Shares Scheme. The Company has therefore resolved to convert the Vested
B Shares into Ordinary Shares, such new Ordinary Shares to rank pari passu
with the existing Ordinary Shares.

Application has been made to the London Stock Exchange for the admission of
5,225,546 New Ordinary Shares to trading on AIM ("Admission"). Admission is
expected to occur on or around 8.00 a.m. on 27 June 2022.

Following Admission, the Company's issued share capital will comprise
146,315,304 Ordinary Shares. Each Ordinary Share has one voting right and no
shares are held in treasury. This figure may be used by shareholders in the
Company as the denominator for the calculation by which they will determine if
they are required to notify their interest in, or a change to their interest
in, the share capital of the Company under the Financial Conduct Authority's
Disclosure, Guidance and Transparency Rules.

Following Admission, Jonny Plant will hold an interest in the Company
comprising 12,317,448 Ordinary Shares, representing 8.42% of the Ordinary
Shares in issue, and a residual balance of 10,451,094 B Ordinary Shares, which
remain subject to the terms of the Growth Shares Scheme.

For further information, please contact:

 Tasty plc                                                  Tel: 020 7637 1166
 Jonny Plant, Chief Executive

 Cenkos Securities plc (Nominated adviser and broker)
 Katy Birkin / Mark Connelly                                Tel: 020 7397 8900

 

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                                                         Jonny Plant
 2   Reason for the notification
 a)  Position/status                                              Chief Executive Officer
 b)  Initial notification/Amendment                               Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Tasty plc
 b)  LEI                                                          213800SGH7OLTZURQM14
 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 0.1 pence each
     Identification code                                          GB00B17MN067
 b)  Nature of the transaction                                    Conversion of B Ordinary Shares under the Company's Growth Shares Scheme into
                                                                  Ordinary Shares
 c)  Price(s) and volumes(s)                                      Price(s)                                 Volume(s)
     Nil                                                                                                   5,225,546
 d)  Aggregated information                                       N/A single transaction
     Aggregated volume                                            N/A single transaction
     Price                                                        N/A single transaction
 e)  Date of the transaction                                      21 June 2022
 f)  Place of the transaction                                     AIMX

 

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