REG - Various Eateries PLC - Results of Placing and Notice of General Meeting
06/12/2023 15:45
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RNS Number : 9217V Various Eateries PLC 06 December 2023
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Various Eateries plc
("Various Eateries", the "Company" or the "Group")
Result of Placing
Conditional Conversion of Debt Into Equity
PDMR Trading
Conditional New Facility Agreement
Proposed New Options
Notice of General Meeting
Various Eateries plc (AIM:VARE) confirms further to its announcement of 7.00
a.m. (London time) on 6 December 2023 (the "Announcement"), that it has
successfully closed the Placing.
Result of Conditional Placing
Subject to the satisfaction of the conditions referred to below, the Placing
has raised, in aggregate, gross proceeds of £10.1 million (c£9.7m net
proceeds) through the placing of 40,400,000 Ordinary Shares (the "Placing
Shares") with certain institutional and other investors at a price of 25 pence
per share (the "Placing Price"). The Holdings of shareholders who do not
participate in the Placing will be diluted by 50.8 per cent as a result of the
placing.
The Placing is not being underwritten and is conditional, inter alia, upon:
a) the passing, without amendment, of the Resolutions, including the
Rule 9 Waiver Resolution at the General Meeting;
b) the execution of the Conversion documents, and the Conversion
documents not having been terminated in accordance with their terms prior to
Admission
c) Admission becoming effective by no later than 8.00 a.m. on 27
December 2023 (or such other time and/or date, being no later than 8.00 a.m.
on 31 January 2024, as the Placing Agent and the Company may agree);
d) the other conditions in the Placing Agreement being satisfied or (if
applicable) waived; and
e) the Placing Agreement not having been terminated in accordance with
its terms prior to Admission.
Conversion
The Company confirms that, as set out in the announcement of earlier today, it
has, through its wholly owned subsidiary, Various Eateries Trading Limited,
now executed, conditional on completion of the Placing and on shareholder
approval at the upcoming General Meeting, Conversion documents to convert the
following indebtedness:
· a Deep Discounted Bond issued to Friends Provident on 15 April
2023 with a nominal value of £10,801,509 and maturing on 15 April 2024; which
is to convert at the Placing Price. If the Conversion completes the Company
will issue to Friends Provident (which operates on an execution only basis on
the sole instruction of Hugh Osmond) 43,206,036 Ordinary Shares (the "First
Conversion Shares"); and
· a Secured Loan Agreement under which there is outstanding
principal amount of £392,337 owed to Anella Limited, due to be repaid on 15
April 2024, and £215,351 owed to TDR Capital Limited, which is to convert at
the Placing Price. If the Conversion completes the Company will issue to
Anella Limited (a company owned and controlled by Andy Bassadone) 1,569,248
Ordinary Shares and 861,404 Ordinary Shares to TDR Capital (a total of
2,430,752 Ordinary Shares (the "Second Conversion Shares")).
The accrued interest on the indebtedness under the Secured Loans Agreement is
intended to be settled in cash from existing cash resources. On the Latest
Practicable Date the amount of this accrued interest was £9,820.06.
Use of Proceeds
As set out in the Announcement, the Company has ambitious roll out plans over
the next 18 months with plans for up to 10 new Noci sites and up to 3 new
Coppa Club sites, including Cardiff and Farnham. The Company already has a
commitment to open the Cardiff and Farnham Coppa Club sites during calendar
year 2024 and a further site is to be identified and sourced, likely within
the south of England. The Placing Proceeds will also be utilised for the costs
of these transactions and for working capital purposes.
The Conversion is considered, by the Independent Directors, to be of strategic
importance to the future of the Company because of the uncertainty with
regards to the Company's ability to repay the associated debt. The
indebtedness under the Deep Discounted Bond is a material sum for the Company,
and it matures in April 2024. There is no certainty that the holder of the
Deep Discount Bond would extend the repayment terms; that the Group would have
the relevant funds to be able to repay it at the time it matures or that the
Group would be able to source a relevant debt refinancing or fundraising of
the required amount, if necessary.
The capitalisation of the indebtedness under the Deep Discount Bond and the
Secured Loan Agreement gives the Directors certainty as to the Group's ability
to repay this indebtedness and comfort that the indebtedness can be repaid
without a material cash outflow.
As set out above, if the Company is unable to implement the Placing and
Conversion, the Board believes it may reduce the Company's ability to complete
its planned capital expenditure and therefore may have a material adverse
effect on the Company's business, financial condition, results of operations
and/or prospects.
PDMR and Substantial Shareholder Participation in the Placing and Conversion
The Company has been notified of the following participants in the Placing and
the Conversion (conditional on, amongst other matters, shareholder approval in
the upcoming General Meeting):
Name Role Ordinary Shares Subscribed for in the Placing (at 25p) Ordinary Shares subscribed for in the Conversion Original holding prior to the Placing and the Conversion Total Holding if the Placing and the Conversion progress: Percentage holding of the Enlarged Issued Capital if the Placing and
Conversion progress
Hugh Osmond Non-Executive Director 23,500,000* 43,206,036* 41,616,859** 108,322,895 61.88%
Andy Bassadone Executive Chairman 430,652*** 1,569,348*** 2,045,246*** 4,045,246 2.31%
Canaccord Genuity Substantial Shareholder 12,000,000 n/a 18,505,535 30,505,535 17.43%
* issued to Friends Provident (which operates on an execution only basis on
the sole instruction of Hugh Osmond)
**37,436,256 Ordinary Shares are held by Xercise2 Limited, a company
controlled by Hugh Osmond; 3,174,603 Ordinary Shares are held by The Great
House at Sonning Limited, a company controlled by Hugh Osmond; and 1,006,000
Ordinary Shares are held by Hugh Osmond's family members.
*** issued to Anella Limited, a company owned and controlled by Andy
Bassadone.
Participation by Hugh Osmond and his affiliated person(s)
Hugh Osmond, Xercise2 Limited, The Great House at Sonning Limited, Lucy
Potter, The Children of Hugh Osmond, Friends Provident, Tiffany Sword and
Osmond Capital Limited Connected Persons are considered by the Panel to be
acting in concert in respect of the Company and are interested in shares which
carry 47.2 per cent. of the Company's voting rights. Assuming that the Placing
and Conversion is completed, and assuming that no person exercises any options
or other rights to subscribe for Ordinary Shares, as at Admission Hugh Osmond
and members of his Concert Party would be interested in Ordinary Shares
carrying 50 per cent. or more of the Company's voting rights. Ordinarily, the
acquisition by any member of a concert party of an interest in shares as a
result of the Rule 9 Waiver Proposal which increases the percentage of shares
carrying voting rights in which such member is interested to 30 per cent. or
more would result in the members of the concert party having to make a
mandatory offer under Rule 9 of the Takeover Code.
Pursuant to the Placing, Friends Provident (a company that operates on an
execution only basis on the sole instruction of Hugh Osmond) has agreed that
it will subscribe for 23,500,000 Placing Shares. Accordingly, assuming such
participation in, and following completion of, the Placing and Conversion,
Hugh Osmond and members of his Concert Party would be interested (for the
purpose of the Takeover Code) in Ordinary Shares carrying more than 30 per
cent. of the Company's voting share capital (from a shareholding of less than
50 per cent. of the Company's voting share capital) which would ordinarily
result in Hugh Osmond and members of his Concert Party having to make a
mandatory offer under Rule 9 of the Takeover Code.
The Panel has been consulted and has agreed, subject to the passing of the
Rule 9 Waiver Resolution by the Independent Shareholders on a poll at the
General Meeting, to waive the obligation of Hugh Osmond and members of his
Concert Party to make a mandatory offer for the ordinary shares in the capital
of the Company not already owned by them which would otherwise arise following
completion of the Proposals. Accordingly, the Company is proposing the Rule 9
Waiver Resolution to seek the approval of Independent Shareholders to the Rule
9 Waiver Resolution.
In the event that the Rule 9 Waiver Resolution is approved, and on the
assumption that the Placing and Conversion are completed, that Friends
Provident receive the maximum amount cited above, and that no person exercises
any options or other rights to subscribe for Ordinary Shares or New Ordinary
Shares, as at Admission, Hugh Osmond and members of his Concert Party would be
interested in 62.1 per cent. of the Company's voting share capital.
In addition, Hugh Osmond and members of his Concert Party will not be
restricted from making a subsequent offer in the future for the Company in the
event that the Rule 9 Waiver Proposal is approved by Independent Shareholders
and the Transactions take place.
Deep Discounted Bond Facility Agreement
The Company confirms that today, VEL Property Holdings Limited, a subsidiary
of the Company, has entered into a conditional DDB Facility Agreement with
Xercise 2 Limited, a company owned and controlled by Hugh Osmond. Under the
terms of the DDB Facility Agreement, VEL Property Holdings Limited would be
able to draw down up to £3,018,769, at a rate of 5% above Bank of England
Base rate for a period of 15 months, for the purpose of redeeming the deep
discounted bond issued by VEL Property Holdings Limited to Friends Provident
(which operates on an execution only basis on the sole instruction of Hugh
Osmond). The details of this deep discounted bond are set out in the Company's
announcement of 18 July 2023. This deep discounted bond has a redemption date
of 14 January 2024. In the event that the Company cannot refinance this deep
discounted bond, it is intended that the DDB Facility Agreement would provide
comfort that it can be repaid.
Issue of Options
The Directors believe that it is important for the success and growth of the
Company to employ highly motivated personnel and that equity incentives are
available to attract, retain and reward staff.
The Company currently has outstanding options over 4,468,238 Ordinary Shares
issued to its directors and management team. These include options over
642,857 Ordinary Shares granted to Sharon Badelek (see announcement dated 5
April 2023) and 300,000 options granted to Tiffany Sword, respectively.
Additionally, there are joint share ownership arrangements (JSOP) in place
with Andy Bassadone and Matt Fanthorpe, which have been in place since the
Company's IPO. Following completion of the Placing and Conversion, it is
intended that all current options and JSOP arrangements will be cancelled save
for options over 1,290,262 ordinary shares, as detailed in the table below.
Following the cancellation, the Company intends to issue new options, also
conditional on the completion of the Placing and Conversion, in respect of
13,483,180 Ordinary Shares to certain directors and employees of the Company
on the following terms:
· All options will vest in three tranches over three years, with
each tranche being exercisable at a 10% uplift to the previous exercise price
(the starting price being the higher of the placing price plus 10% or market
value);
· The options are conditional on the recipient remaining an
employee of VARE at the time of exercise; and
· Once vested, and subject to the employment condition, the options
can be exercised at any time between 3 and 10 years from the date of grant.
The details of the new and existing options are set out in the table below:
Name Position Held No. of existing options over Ordinary Shares retained No. of new options over Ordinary Shares granted Total options held post-Admission
Andy Bassadone Executive Chairman Nil 1,428,571 1,428,571
Sharon Badelek Chief Financial Officer 642,857 2,857,143 3,500,000
Tiffany Sword Non-Executive Director Nil 1,000,000 1,000,000
John Gripton An employee of the Company and a member of the Concert Party n/a 500,000 500,000
Rebecca Tooth Managing Director, Coppa Club n/a 2,500,000 2,500,000
Matt Fanthorpe Culinary Director Nil 1,000,000 1,000,000
Other employees 647,405 4,197,466 4,844,871
TOTAL 1,290,262 13,483,180 14,773,442
The Company intends to utilise the shares currently held by the Company's
Employee Benefit Trust, (being 6,866,173 Ordinary Shares) to part satisfy the
issue of these new options, with the balance being issued from new equity.
Related Party Transactions
As Hugh Osmond is a director and, indirectly, a substantial shareholder in the
Company, the participation by Friends Provident (which operates on an
execution only basis on the sole instruction of Hugh Osmond) in the Placing
and the Conversion, constitutes a related party transaction for the purpose of
Rule 13 of the AIM Rules of Companies. The Directors of the Company, excluding
Hugh Osmond, Sharon Badelek, Tiffany Sword and Andy Bassadone who are not
considered independent for the purposes of this opinion, consider having
consulted with WH Ireland, the Company's nominated adviser, that the terms of
the participation in the Placing and the Conversion by Friends Provident is
fair and reasonable in so far as Shareholders are concerned.
As Hugh Osmond is a director and, indirectly, a substantial shareholder in the
Company, the execution of the DDB Facility Agreement with Xercise2 Limited (a
company owned and controlled by Hugh Osmond) constitutes a related party
transaction for the purpose of the AIM Rules. The Directors of the Company,
excluding Hugh Osmond, Sharon Badelek, Tiffany Sword and Andy Bassadone who
are not considered independent for the purposes of this opinion, consider
having consulted with WH Ireland, the Company's nominated adviser, that the
terms of the DDB Facility Agreement are fair and reasonable in so far as
Shareholders are concerned.
As Andy Bassadone is a director of the Company, the participation by Anella
Limited (a company owned and controlled by Andy Bassadone) in the Placing and
the Conversion constitutes a related party transaction for the purpose of the
AIM Rules. The Directors of the Company excluding Hugh Osmond, Sharon Badelek,
Tiffany Sword and Andy Bassadone who are not considered independent for the
purposes of this opinion, consider having consulted with WH Ireland, the
Company's nominated adviser, that the terms of the participation in the
Conversion and the Placing by Anella Limited is fair and reasonable in so far
as Shareholders are concerned.
As Canaccord Genuity Wealth Management is a substantial shareholder in the
Company, the allotment and issue of the Placing Shares constitutes a related
party transaction for the purpose of the AIM Rules. The Directors of the
Company, excluding Hugh Osmond, Sharon Badelek, Tiffany Sword and Andy
Bassadone who are not considered independent for the purposes of this opinion,
consider having consulted with WH Ireland, the Company's nominated adviser,
that the terms of the participation in the Placing by Canaccord Genuity Wealth
Management is fair and reasonable in so far as Shareholders are concerned.
The issue of options over Ordinary Shares, as set out in the Options section
above, constitutes a related party transaction for the purpose of the AIM
Rules. The Directors of the Company, excluding Hugh Osmond, Sharon Badelek,
Tiffany Sword and Andy Bassadone who are not considered independent for the
purposes of this opinion, consider having consulted with WH Ireland, the
Company's nominated adviser, that the issue of options is fair and reasonable
in so far as Shareholders are concerned.
Irrevocable Undertakings to vote in favour of the resolutions
Glyn Barker and Gareth Edwards, being Independent Directors, and Compound
together hold, or are able to control the voting in respect of, 7,141,426
Ordinary Shares and, of which, Compound holds, or is able to control the
voting in respect of, 6,863,649 Ordinary Shares. Compound is considered by the
Board to be an Independent Shareholder as it is neither a member of the
Concert Party nor a Placing Participant. The 7,141,426 Ordinary Shares that
Glyn Barker, Gareth Edwards and Compound hold, or are able to control the
voting in respect of, represent approximately 31.9 per cent. of the Ordinary
Shares expected to be entitled to vote on the Rule 9 Waiver Resolution. Glyn
Barker, Gareth Edwards and Compound have irrevocably undertaken to vote in
favour of the Rule 9 Waiver Resolution.
Shareholders which together hold, or are able to control the voting in respect
of, Ordinary Shares representing approximately 38.6 per cent. of the Ordinary
Shares expected to be entitled to vote on the Rule 9 Waiver Resolution, have
irrevocably undertaken to vote in favour of the Rule 9 Waiver Resolution.
In addition, Shareholders which together hold, or are able to control the
voting in respect of, Ordinary Shares representing approximately 57.7 per
cent. of the Existing Ordinary Shares, have irrevocably undertaken to vote in
favour of the other Resolutions.
Recommendation
The Independent Directors, who have been so advised by WH Ireland Limited,
consider the Rule 9 Waiver Proposals to be fair and reasonable and in the best
interests of the Shareholders and the Company as a whole. In providing advice
to the Directors, WH Ireland Limited has taken into account the Directors'
commercial assessments.
In addition, the Directors consider that all of the Resolutions are in the
best interests of the Company and its Shareholders as a whole. Accordingly,
the Directors unanimously recommend that Shareholders vote in favour of all
the Resolutions as the Independent Directors have irrevocably undertaken to do
in respect of their entire beneficial holdings, amounting in aggregate to
277,777 Ordinary Shares, representing approximately 0.3 per cent. of the votes
the Ordinary Shares have in relation all of the Resolutions and as the
Directors (other than the Independent Directors) have irrevocably undertaken
to do in respect of their entire beneficial holdings, amounting in aggregate
to 42,717,906 Ordinary Shares, representing approximately 48.0 per cent. of
the votes the Ordinary Shares have in respect of the Resolutions (other than
the Rule 9 Waiver Resolution).
Notice of General Meeting
The Company announces that it will shortly despatch the Shareholder Circular
and Notice of General Meeting to Shareholders. The Directors confirm they are
to convene a general meeting of the Company at 10 am on 22 December 2023 at
the offices of WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR. The
Shareholder Circular and Notice of General Meeting will be available on the
Company's website https://www.variouseateries.co.uk/
(https://www.variouseateries.co.uk/) from today.
Commenting, Andy Bassadone, Executive Chairman said: "We are delighted with
the support shown by new and existing shareholders in this fundraise for the
Various Eateries roll out strategy. The landscape post Covid has presented
market dynamics which we cannot ignore, with the availability and commercials
of sites being in our favour and changes in consumer behaviour that play to
our brands. Building on this favourable landscape, we have an established
platform and team in place plus a long track record of delivery.
The appetite for high quality food and a great experience remains and we look
forward to the expansion of our footprint, with our successful Coppa Club and
Noci brands, over the next 18 months. "
Admission and Total Voting Rights
Subject to all resolutions being passed at the General Meeting, application
will be made to the London Stock Exchange for admission of the Placing Shares,
the First Conversion Shares and the Second Conversion Shares (a total of
86,036,788 Ordinary Shares (the "New Ordinary Shares") to trading on AIM. It
is expected that Admission will become effective and dealings in the New
Ordinary Shares will commence on AIM at 8.00 a.m. on or around 27 December
2023 (or such later date as may be agreed between the Company and the
Bookrunner, but no later than 31 January 2024).
The New Ordinary Shares will be issued fully paid and will rank pari passu in
all respects with the Company's existing Ordinary Shares.
Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 175,045,265 with voting rights. 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's share capital pursuant to (i) the
Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the
London Stock Exchange plc as amended from time to time.
Capitalised terms used but not otherwise defined in this announcement shall
have the meanings ascribed to such terms in Appendix II of the Announcement,
unless the context requires otherwise.
For further information, please contact:
Various Eateries plc Via Alma PR
Andy Bassadone Executive Chairman
WH Ireland Limited Sole Broker and NOMAD Tel: +44 (0)20 7220 1666
Broking
Harry Ansell
Nominated Adviser
Katy Mitchell
Darshan Patel
Isaac Hooper
Alma PR Financial PR Tel: +44 (0)20 3405 0205
David Ison variouseateries@almapr.co.uk (mailto:variouseateries@almapr.co.uk)
Rebecca Sanders-Hewett
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Friends Provident International
2 Reason for the notification
a) Position/status PCA of Hugh Osmond
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Various Eateries plc
b) LEI 213800SWZ6W3RNE32B76
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 Issue of Placing Shares
Identification code
ISIN: GB00BM9BZK23
b) Nature of the transaction
c) Price(s) and volume(s) Price No. of shares
25p 23,500,000
d) Aggregated information
- Aggregated volume
- Price 23,500,000
25p
e) Date of the transaction 06 December 2023
f) Place of the transaction XLON
d)
Aggregated information
- Aggregated volume
- Price
23,500,000
25p
e)
Date of the transaction
06 December 2023
f)
Place of the transaction
XLON
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Friends Provident International
2 Reason for the notification
a) Position/status PCA of Hugh Osmond, director of the Company
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Various Eateries plc
b) LEI 213800SWZ6W3RNE32B76
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 Conversion of Debt to Equity
Identification code
ISIN: GB00BM9BZK23
b) Nature of the transaction
c) Price(s) and volume(s) Price No. of shares
25p 43,206,036
d) Aggregated information
- Aggregated volume 43,206,036
- Price 25p
e) Date of the transaction 06 December 2023
f) Place of the transaction Off market.
d)
Aggregated information
- Aggregated volume
- Price
43,206,036
25p
e)
Date of the transaction
06 December 2023
f)
Place of the transaction
Off market.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Anella Limited
2 Reason for the notification
a) Position/status PCA of Andy Bassadone, Director of the Company
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Various Eateries plc
b) LEI 213800SWZ6W3RNE32B76
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 Issue of Placing Shares
Identification code
ISIN: GB00BM9BZK23
b) Nature of the transaction
c) Price(s) and volume(s) Price No. of shares
25p 430,652
d) Aggregated information
- Aggregated volume 430,652
- Price 25p
e) Date of the transaction 06 December 2023
f) Place of the transaction XLON
d)
Aggregated information
- Aggregated volume
- Price
430,652
25p
e)
Date of the transaction
06 December 2023
f)
Place of the transaction
XLON
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Anella Limited
2 Reason for the notification
a) Position/status PCA of Andy Bassadone, Director of the Company
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Various Eateries plc
b) LEI 213800SWZ6W3RNE32B76
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 Conversion of Debt to Equity
Identification code
ISIN: GB00BM9BZK23
b) Nature of the transaction
c) Price(s) and volume(s) Price No. of shares
25p 1,569,348
d) Aggregated information
- Aggregated volume 1,569,348
- Price 25p
e) Date of the transaction 06 December 2023
f) Place of the transaction Off market
d)
Aggregated information
- Aggregated volume
- Price
1,569,348
25p
e)
Date of the transaction
06 December 2023
f)
Place of the transaction
Off market
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