Tortilla Mexcn.Grill - Result of Equity Issue
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") 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 SOUTH AFRICA 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 SOUTH AFRICA 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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (AS IT FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
16 October 2026
Tortilla Mexican Grill plc
("Tortilla", the "Group" or the "Company")
Result of Placing
Tortilla Mexican Grill plc, the largest fast-casual Mexican restaurant business in the UK and Europe, is pleased to announce the successful completion of its placing (the "Placing"), raising, in aggregate, gross proceeds of approximately £2.5 million. A total of 3,866,400 new ordinary shares in the Company ("New Ordinary Shares") have been placed by Panmure Liberum Limited ("Panmure Liberum"), with investors at a price of 65 pence per Placing Share (the "Placing Price") via an accelerated bookbuild.
The Placing Price represents a discount of 8.5% to the closing price of 71 pence per existing Ordinary Share on 15 October 2026 (being the latest practicable date prior to the release of this Announcement). The Placing was conducted using the Company's existing share authorities. The New Ordinary Shares issued will represent approximately 9% of the enlarged issued ordinary share capital (excluding treasury shares) of the Company following the Placing.
Panmure Liberum acted as Nominated Adviser, Sole Broker and Sole Bookrunner in connection to the Placing.
Director and persons closely associated with a PDMR participation
Richard Haley, CFO, has purchased 50,715 New Ordinary Shares. Following Admission, Richard Haley will hold 100,000 Ordinary Shares, representing approximately 0.2 per cent of the share capital of the Company post Admission.
Jennifer Roebuck, a person closely associated with Brandon Stephens, the Company's Founder & CEO, purchased 117,932 New Ordinary Shares. Following Admission Jennifer Roebuck will hold 3,402,435 Ordinary Shares, representing approximately 8.0 per cent of the share capital of the Company post Admission.
Admission of Ordinary Shares to trading on AIM
Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on or around 20 October 2026. The Placing Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued Ordinary Shares.
The Placing is conditional upon, inter alia, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.
Total Voting Rights
Following Admission, the Company's enlarged issued ordinary share capital will be 42,530,431. The Company does not hold any shares in treasury. Therefore, with effect from Admission, this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules of the FCA.
Terms used but not defined elsewhere in this Announcement shall have the meanings given to such terms in the definitions section in Appendix II of the announcement made yesterday (the "Launch Announcement") regarding the launch of a Placing, save where context otherwise dictates.
The person responsible for arranging for the release of this Announcement is Richard Haley.
ENQUIRIES:
Tortilla Mexican Grill plc - Via Eggmedia
Brandon Stephens, Founder & Group CEO
Richard Haley, Chief Financial Officer
Eggmedia Ltd (Public Relations) - Tel: 07710 571452
Ian Edmondson - ian@eggmediapr.com
Panmure Liberum Limited (Nominated Adviser, Sole Broker & Sole Bookrunner) - Tel: 020 3100 2222
Investment Banking
Edward Thomas
Ailsa Macmaster
Gaya Bhatt
ECM
Jamie Loughborough
Rauf Munir
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Jennifer Roebuck
2
Reason for the notification
a)
Position/status
This notification concerns a person closely associated with a person discharging managerial responsibilities. The person discharging managerial responsibilities is Brandon Stephens, the issuer's CEO. The association arises by virtue of Jennifer Roebuck being the spouse of Mr. Stephens.
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Tortilla Mexican Grill plc
b)
LEI
213800YQDPNTU1EY8U28
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 £0.01 each
Identification code
ISIN: GB00BNYDGZ21
b)
Nature of the transaction
Subscription for New Ordinary Shares pursuant to the Placing
c)
Price(s) and volume(s)
Price per share
Volume
0.65
117,932
d)
Aggregated Information
Volume
Price
Price per share
Volume
0.65
117,932
e)
Date of transaction
16 October 2026
f)
Place of transaction
London Stock Exchange XLON
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Richard Haley
2
Reason for the notification
a)
Position/status
CFO
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Tortilla Mexican Grill plc
b)
LEI
213800YQDPNTU1EY8U28
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 £0.01 each
Identification code
ISIN: GB00BNYDGZ21
b)
Nature of the transaction
Subscription for New Ordinary Shares pursuant to the Placing
c)
Price(s) and volume(s)
Price per share
Volume
0.65
50,715
d)
Aggregated Information
Volume
Price
Price per share
Volume
0.65
50,715
e)
Date of transaction
16 October 2026
f)
Place of transaction
London Stock Exchange XLON
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