REG - Tasty PLC - Result of General Meeting and Board Changes
03/09/2025 12:15
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RNS Number : 8565X Tasty PLC 03 September 2025
3 September 2025
Tasty plc
("Tasty" or the "Company")
Result of General Meeting, Board Changes, Director/PDMR Shareholdings, Change
of Name and Total Voting Rights
Tasty (AIM: TAST), the owner and operator of restaurants in the casual dining
sector, is pleased to announce that, at the General Meeting held earlier
today, all Resolutions were duly passed unanimously on a show of hands.
The total proxy votes received were as follows:
Resolution For % Against % Withheld*
1 (Ordinary) 109,532,412 100.00 2,497 0.00 400
2 (Special) 109,433,412 99.91 101,497 0.09 400
* A vote withheld is not a valid vote in law and is not counted in the
calculation of the proportion of the votes 'For' or 'Against' a resolution.
As a result of the passing of the Resolutions, and as announced on 6 August
2025, a total of 2,063,587,240 new Ordinary Shares (comprising 1,699,400,000
Placing Shares, 150,600,000 Subscription Shares, 173,587,240 Retail Offer
Shares and 40,000,000 Consideration Shares) will be admitted to trading on AIM
at 8.00 a.m. tomorrow, 4 September 2025 ("Admission"), at which time the
Acquisition of Ventnor Bay will also complete.
Board Changes
In connection with the Acquisition and the Fundraising, and as part of the
growth strategy for the Group, David Page and Nick Wong will be appointed to
the Board, conditional on and immediately following Admission and completion
of the Acquisition. Information disclosed in accordance with Rule 17 and
Schedule 2, paragraph (g) of the AIM Rules for Companies is provided below.
Change of Name
Following the passing of the Resolutions at the General Meeting, the Board has
resolved, in accordance with the Articles, to change the name of the Company
to "Bow Street Group plc". Application will be made later today to the
Registrar of Companies for such name change to take effect. A further
announcement will be made in due course once the name change is effective and
the Registrar of Companies has issued a change of name certificate.
Alongside the change of name, the Group's website containing the information
required by AIM Rule 26 will be updated, and it is expected that the Group's
TIDM will change to "BOW". The Company's ISIN and SEDOL will remain unchanged.
Directors, Proposed Directors and Substantial Shareholder's shareholdings
The following Directors, Proposed Directors and certain Substantial
Shareholders subscribed for New Ordinary Shares, and will hold beneficial
holdings in the Company on Admission, as follows:
Director/Proposed Director Number of Existing Ordinary Shares % of Number of Placing Shares subscribed for at the Issue Price Number of Subscription Shares subscribed at the Issue Price Number of Consideration Shares issued at the Issue Price Number of Retail Offer Shares issued at the Issue Price Number of Ordinary Shares held on Admission % of
/Substantial Shareholder Existing Ordinary Shares Enlarged Share Capital on Admission
Will Roseff 51,369,863 25.99% 390,000,000 - - - 441,369,863 19.52%
Sam Kaye 20,882,197 10.56% - - - 25,000,000 45,882,197 2.03%
Gresham House Asset Management Limited 20,088,133 10.16% 240,000,000 - - - 260,088,133 11.50%
Adam Kaye 12,368,168 6.26% - - - 25,000,000 37,368,168 1.65%
Amberstar Limited* - - - - - 50,000,000 50,000,000 2.21%
Jonny Plant 12,317,448 6.23% 10,000,000 - - - 22,317,448 0.99%
Keith Lassman** 1,421,983 0.72% - 6,000,000 - - 7,421,983 0.33%
David Page*** - - 70,000,000 45,000,000 8,897,760 - 123,897,760 5.48%
Nicholas Wong**** 10,000 0.01% 110,000,000 20,000,000 8,976,343 - 138,986,343 6.15%
* Amberstar Limited is a company controlled by Phillip, Adam and Sam Kaye.
** Keith Lassman subscribed for 2,600,000 Subscription Shares and his spouse,
Michele Lassman, subscribed for 3,400,000 Subscription Shares.
*** David Page subscribed for 70,000,000 Placing Shares and his spouse, Andrea
Pinnington, subscribed for 45,000,000 Subscription Shares. David Page will
receive 8,425,321 Consideration Shares and Andrea Pinnington will receive
472,439 Consideration Shares pursuant to the terms of the Share Purchase
Agreement.
**** Nicholas Wong subscribed for 20,000,000 Subscription Shares through
Risksoft Solutions Limited, a company controlled by him. Nick Wong will
receive 8,976,343 Consideration Shares pursuant to the terms of the Share
Purchase Agreement.
The notifications below, made in accordance with the requirements of the UK
Market Abuse Regulation, provide further details.
Total Voting Rights
Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 2,261,272,407 with each Ordinary Share carrying the
right to one vote. There are no Ordinary Shares held in treasury and
therefore the total number of voting rights in the Company is expected to be
2,261,272,407. The above 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 share capital
of the Company under the FCA's Disclosure, Guidance and Transparency Rules.
Capitalised terms used but not defined in this announcement have the same
meanings as set out in the circular to Shareholders dated 7 August 2025.
David Page, Proposed Executive Chairman, commented:
"We are pleased that shareholders are supportive of our transformative growth
plan for the Group, which is focused on creating shareholder value by
enhancing and refurbishing the estate, investing in the Wildwood and dim t
brands, upgrading technology, and delivering acquisitions of high-quality and
scalable restaurant businesses. We have a strong pipeline of potential
acquisition opportunities for businesses that offer both great quality and
value for customers, and we are excited for the future."
For further information, contact:
Tasty plc Tel: 020 7637 1166
David Page - Proposed Executive Chairman
Jonny Plant - Chief Executive Officer
Nick Wong - Proposed Chief Financial Officer
Cavendish Capital Markets Limited Tel: 020 7220 0500
(Nominated Adviser and Joint Broker)
Katy Birkin / George Lawson / Trisyia Jamaludin - Corporate Finance
Dale Bellis / Harriet Ward - Sales and Corporate Broking
Allenby Capital Limited Tel: 020 3328 5656
(Joint Broker)
Nick Naylor / Piers Shimwell - Corporate Finance
Jos Pinnington - Sales and Corporate Broking
Hudson Sandler Tel: 020 7796 4133
(Financial PR) tasty@hudsonsandler.com
Alex Brennan / Harry Griffiths / Jackson Redley
Information regarding Rule 17 and Schedule 2 paragraph (g) of the AIM Rules
David Michael Page, aged 73
In addition to his appointment to the Tasty Board, David Page has held the
following directorships and/or partnerships in the past five years:
Current directorships/partnerships Past directorships/partnerships
1952 Projects Limited 10DAS Limited
1965 Property Limited Cafe Pitfield Limited
Beepage Limited CHG Brands Limited
Chillbox UK Ltd Fixed Restaurants Limited
The Ventnor Bay Company Limited FM 111 Limited
Wise Food Limited FM Catherine The Great Limited
FM High Holborn Limited
FM London Bridge Limited
FM Summertown Limited
FM6 Limited
FM98 Ltd Limited
Franco Manca 1 UK Limited
Franco Manca 2 UK Limited
Franco Manca Chelmsford Limited
Franco Manca Holdings Limited
Franco Manca International Limited
Franco Manca Peterborough Limited
Kefi Ltd
Made of Dough Ltd.
Meatailer Limited
Meatliquor CPC Limited
Putney Beach Limited
Rocca (2015) Limited
Souvlaki & Bar Limited
The Fulham Shore Limited
The Old Boys Club Ltd
The Real Greek (Norwich) Limited
The Real Greek Bracknell Limited
The Real Greek Food Company Limited
The Real Greek International Limited
The Real Greek Wine Company Limited
Wishbone Brixton Ltd
David Page was: (i) a director of each of Tootsies Holdings Limited, Urban
Dining Limited, Tootsies Restaurants Limited and TD Scotland Limited at the
time such companies were placed into administration on 12 October 2009; (ii) a
director of Tootsies Restaurants Limited at the time it was placed into
creditors voluntary liquidation on 7 October 2010; (iii) a director of each of
Nilecroft Limited, Odsey Limited, Overpark Limited and Seahawk Limited each of
which were placed into receivership on 14 January 2009, within 12 months of
his ceasing to be a director; and (iv) a director of CHG 2 Limited which was
placed into administration on 16 January 2009, within 12 months of his ceasing
to be a director.
With effect from Admission, Mr Page will hold beneficial interests over
123,897,760 ordinary shares in the Company representing 5.48% of the Company's
issued ordinary share capital. Of these, 45,472,439 ordinary shares,
equivalent to 2.01% of the Company's issued ordinary share capital are held by
Mr Page's spouse.
Nicholas ("Nick") Chi Wai Wong, aged 49
In addition to his appointment to the Tasty Board, Nick Wong has held the
following directorships and/or partnerships in the past five years:
Current directorships/partnerships Past directorships/partnerships
Asset Force Investments Limited 10DAS Limited
Hanford Management Limited Cafe Pitfield Limited
Risksoft Solutions Limited Fixed Restaurants Limited
FM 111 Limited
FM Catherine The Great Limited
FM High Holborn Limited
FM London Bridge Limited
FM Summertown Limited
FM6 Limited
FM98 Ltd Limited
Franco Manca 1 UK Limited
Franco Manca 2 UK Limited
Franco Manca Chelmsford Limited
Franco Manca Holdings Limited
Franco Manca International Limited
Franco Manca Peterborough Limited
Kefi Ltd
Putney Beach Limited
The Fulham Shore Limited
The Real Greek (Norwich) Limited
The Real Greek Bracknell Limited
The Real Greek Food Company Limited
The Real Greek International Limited
Nick Wong was: (i) a director of each of Tootsies Holdings Limited, Urban
Dining Limited, Tootsies Restaurants Limited and TD Scotland Limited at the
time such companies were placed into administration on 12 October 2009; (ii) a
director of Tootsies Restaurants Limited at the time it was placed into
creditors voluntary liquidation on 7 October 2010.
With effect from Admission, Mr Wong will hold beneficial interests over
138,986,343 ordinary shares in the Company representing 6.15% of the Company's
issued ordinary share capital. Of these, 20,000,000 ordinary shares,
equivalent to 0.88% of the Company's issued ordinary share capital are held by
Risksoft Solutions Limited, a company controlled by Mr Wong.
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 Keith Lassman
2 Reason for the notification
a) Position/status Non-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 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 Subscription for Subscription Shares
c) Price(s) and volumes(s) Price(s) Volume(s)
£0.005 2,600,000
d) Aggregated information N/A single transaction
Aggregated volume N/A single transaction
Price N/A single transaction
e) Date of the transaction 4 August 2025
f) Place of the transaction XOFF
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Michele Lassman
2 Reason for the notification
a) Position/status PCA of Keith Lassman, Non-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 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 Subscription for Subscription Shares
c) Price(s) and volumes(s) Price(s) Volume(s)
£0.005 3,400,000
d) Aggregated information N/A single transaction
Aggregated volume N/A single transaction
Price N/A single transaction
e) Date of the transaction 4 August 2025
f) Place of the transaction XOFF
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 Subscription for Placing Shares
c) Price(s) and volumes(s) Price(s) Volume(s)
£0.005 10,000,000
d) Aggregated information N/A single transaction
Aggregated volume N/A single transaction
Price N/A single transaction
e) Date of the transaction 4 August 2025
f) Place of the transaction XOFF
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