REG - Tasty PLC - Result of Placing and Subscription

TastyAnnouncement

04/08/2025 07:00

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RNS Number : 8006T  Tasty PLC  04 August 2025

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA,
HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO
BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC
OF SOUTH AFRICA, HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE NEW SHARES IS BEING MADE
IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. PLEASE
SEE THE IMPORTANT INFORMATION IN THE APPENDIX TO THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

4 August 2025

Tasty plc

("Tasty" or the "Company")

 

Result of Placing and Subscription

and

Posting of Circular

 

Tasty (AIM: TAST), the owner and operator of restaurants in the casual dining
sector, is pleased to announce that, further to the announcement made on 1
August 2025 regarding the Fundraising and the Acquisition (the "Launch
Announcement"), it has raised £9.25 million (before expenses), in aggregate,
via the placing of 1,699,400,000 new Ordinary Shares by way of the Placing and
150,600,000 new Ordinary Shares by way of the Subscription, each at the Issue
Price of 0.5 pence per new Ordinary Share.

 

In addition, a retail offer via the Bookbuild platform to raise up to £1
million was announced and opened to eligible existing retail Shareholders and
new retail Shareholders in the United Kingdom at 4.35 p.m. on 1 August 2025
(the "Retail Offer Announcement"). It is expected that the Retail Offer will
be closed at 12.00 p.m. on 6 August 2025. Further information regarding the
Retail Offer can be found in the Retail Offer Announcement.

 

Adam Kaye, Sam Kaye and Amberstar Limited (a company controlled by Phillip,
Adam and Sam Kaye) are intending to participate for an aggregate amount of
£500,000 through the Retail Offer. A further announcement will be made in due
course.

 

The Issue Price represents a discount of approximately 13.9 per cent. to the
3-month volume weighted average price of 0.58 pence on 31 July 2025 (being the
latest practicable date prior to the date of the Launch Announcement).

 

Directors, Proposed Directors and Substantial Shareholder's participation in
the Fundraising

 

The following Directors, Proposed Directors and certain Substantial
Shareholders have subscribed, in aggregate, for 820,000,000 Placing Shares,
71,000,000 Subscription Shares and will receive 17,874,103 Consideration
Shares, in accordance with the terms of the Acquisition Agreement, 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 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                                  19.29%
 Gresham House Asset Management Limited  20,088,133                          10.16%                     240,000,000                                                 -                                                            -                                                         260,088,133                                  11.37%
 Jonny Plant                             12,317,448                          6.23%                      10,000,000                                                  -                                                            -                                                         22,317,448                                   0.98%
 Keith Lassman                           1,421,983                           0.72%                      -                                                           6,000,000                                                    -                                                         7,421,983                                    0.32%
 David Page*                             -                                   -                          70,000,000                                                  45,000,000                                                   8,897,760                                                 123,897,760                                  5.42%
 Nicholas Wong**                         10,000                              0.01%                      110,000,000                                                 20,000,000                                                   8,976,343                                                 138,986,343                                  6.08%

* David Page has subscribed for 70,000,000 Placing Shares and his spouse,
Andrea Pinnington, has 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 has 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.

 

Related Party Transactions

 

The aggregate participation by Keith Lassman and Jonny Plant in the
Fundraising, the participation in the Placing by Will Roseff, and Gresham
House Asset Management Limited and the intended participation by Adam Kaye,
Sam Kaye, Amberstar Limited (a company controlled by Phillip, Adam and Sam
Kaye) as substantial shareholders of the Company, constitute related party
transactions for the purpose of Rule 13 of the AIM Rules for Companies. The
Directors (excluding Keith Lassman and Jonny Plant), having consulted with
Cavendish, the Company's nominated adviser, confirm that the terms of the
transaction are fair and reasonable insofar as Shareholders are concerned.

 

Posting of Circular and General Meeting

 

The Fundraising and the Acquisition are conditional, inter alia, on the
passing of both of the Resolutions by Shareholders at the General Meeting. If
either of the Resolutions are not passed at the General Meeting, the Placing,
the Subscription and the Retail Offer will not proceed and the Acquisition
will not complete.

 

The Placing is not conditional upon the completion of the Retail Offer, but it
is conditional upon completion of the Subscription and the Acquisition.
Completion of the Retail Offer, the Subscription and the Acquisition are
conditional, inter alia, upon completion of the Placing.

 

The Circular, including the Notice of General Meeting which is to be held at
the offices of Howard Kennedy LLP, No.1 London Bridge, London SE1 9BG at 10.00
a.m. on 21 August 2025, will be posted to Shareholders shortly and will be
available on the Company's website at https://dimt.co.uk/investor-relations/
(https://dimt.co.uk/investor-relations/) .

 

Admission, Settlement and Dealings

 

Application will be made to the London Stock Exchange for the admission of the
New Ordinary Shares to trading on AIM. Admission is expected to occur at 8.00
a.m. on 22 August 2025 (or such later times(s) and/or date(s) as Cavendish,
Allenby Capital and the Company may agree).

 

The New Ordinary Shares will, when issued, be credited as fully paid up and
will 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 on or in respect of the Ordinary Shares after the date of issue
of the New Ordinary Shares, and will on issue be free of all claims, liens,
charges, encumbrances and equities.

 

Capitalised terms in this announcement shall have the same meaning as in the
Launch Announcement.

 

The person responsible for arranging the release of this Announcement on
behalf of the Company is Jonny Plant, a Director of the Company.

 

For further information, please contact:

 

 Tasty plc                                                            Tel: 020 7637 1166
 David Page - Proposed Executive Chairman

 Jonny Plant - Chief Executive Officer

 Nicholas 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 (mailto:tasty@hudsonsandler.com)
 Alex Brennan / Harry Griffiths / Jackson Redley

 

 

 

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