TIDMFRAN TIDMFLTA
RNS Number : 4999F
Franchise Brands PLC
21 March 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
Franchise Brands plc
Recommended All Share Offer
for
Filta Group Holdings plc ("Filta")
by
Franchise Brands plc ("Franchise Brands")
Offer update - acceptance levels, issue of equity and Total
Voting Rights
On 16 February 2022, Franchise Brands announced a recommended
all share offer for Filta (the "Offer"), which became wholly
unconditional on 10 March 2022. The full terms of, and conditions
to, the Offer and the procedures for acceptance were set out in the
offer document dated 18 February 2022 (the "Offer Document"). Terms
used but not defined in this announcement have the same meaning as
set out in the Offer Document.
Acceptance levels
Franchise Brands announces that, as at 3.07 p.m. on 18 March
2022, valid acceptances of the Offer had been received in respect
of 24,945,697 Filta Shares, representing 85.42 per cent. of the
issued share capital of Filta, to which the Offer relates.
The Offer will remain open for acceptances until further notice
and 14 days' notice will be given ahead of the Offer closing.
Filta Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible in accordance with the procedure set
out below.
Issue of equity
Pursuant to the Offer, a further 1,174,938 New Franchise Brands
Shares will be issued in respect of valid acceptances received
since 8 March 2022. Application has been made to the London Stock
Exchange for these New Ordinary Shares to be admitted to trading on
AIM ("Admission") and Admission is expected to take place on or
around 22 March 2022. The New Franchise Brand Shares will rank pari
passu in all respects with the Company's existing ordinary
shares.
Total Voting Rights
Upon Admission, the total number of ordinary shares of 0.5p each
in the Company ("Ordinary Shares") in issue will be 125,082,236.
There are no ordinary shares held in treasury and therefore the
total number of voting rights in the Company from Admission will be
125,082,236. 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 FCA's Disclosure Guidance and
Transparency Rules.
Pursuant to Rule 17 of the AIM Rules for companies, the Company
announces that Nigel Wray's (Non-Executive Director) interest in
Ordinary Shares remains unchanged at 22,366,303 but upon Admission
will represent 17.88 per cent. Of the Company's then issued share
capital.
Cancellation of trading of Filta Shares on AIM
Filta announced on 9 March 2022 that, at the request of
Franchise Brands, its Board has applied for the cancellation of
admission to trading on AIM of Filta Shares. It is anticipated that
the cancellation of admission to trading on AIM will take effect on
or shortly after 7.00 a.m. on 24 March 2022. Cancellation of
admission to trading on AIM will significantly reduce the liquidity
and marketability of all Filta Shares not assented to the Offer at
that time.
Procedure for acceptance of the Offer
Filta Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible as follows:
-- If you hold Filta Shares in certificated form (that is, not
in CREST)
If you hold your Filta Shares, or any of them, in certificated
form (that is, NOT in CREST), to accept the Offer in respect of
those Filta Shares, you should complete and sign the personalised
Form of Acceptance along with your valid share certificate(s)
and/or any other relevant documents of title as soon as possible
and return by post to the Receiving Agent, Computershare at
Computershare Investor Services PLC, Corporate Actions Projects,
Bristol BS99 6AH, United Kingdom.
-- If you hold your Filta Shares in uncertificated form (that
is, in CREST)
If you hold your Filta Shares, or any of them, in uncertificated
form (that is, in CREST), to accept the Offer in respect of those
Filta Shares, you should follow the procedure for Electronic
Acceptance through CREST so that the TTE instruction settles as
soon as possible.
Full details on how to accept the Offer are set out in the Offer
Document, a copy of which is available on Franchise Brands' website
at https://www.franchisebrands.co.uk/investor-information/ .
Further copies of the Offer Document and the Form of Acceptance are
available from Computershare by written request to Computershare at
Computershare Investor Services PLC, Corporate Actions Projects,
Bristol BS99 6AH, United Kingdom or request to Computershare by
telephone on (0370) 707 1807 (from within the UK) or on +44 370 707
1807 (from outside the UK).
Enquiries:
Franchise Brands plc
Stephen Hemsley, Executive Chairman
Chris Dent, Chief Financial Officer
Julia Choudhury, Corporate Development Director +44 (0) 1625 813231
Filta Group Holdings plc
Jason Sayers, Chief Executive Officer
Brian Hogan, Chief Financial Officer +1 407 996 5550
Allenby Capital Limited
Financial Adviser, Nominated Adviser and Joint
Broker to Franchise Brands
Jeremy Porter / Liz Kirchner (Corporate Finance)
Amrit Nahal (Sales and Corporate Broking) +44 (0) 20 3328 5656
Dowgate Capital Limited
Financial Adviser and Joint Broker to Franchise
Brands
James Serjeant / Russell Cook / Nicholas Chambers +44 (0) 20 3903 7715
Cenkos Securities plc
Financial Adviser, Rule 3 Adviser, Nominated
Adviser and Broker to Filta
Stephen Keys / Camilla Hume / Callum Davidson +44 (0) 20 7397 8900
MHP Communications +44 (0) 20 3128 8100
PR advisers to Franchise Brands +44 (0) 7884 494112
Katie Hunt / Catherine Chapman +44 (0) 7711 191518
franchisebrands@mhpc.com
Yellow Jersey PR
PR advisers to Filta
Charles Goodwin +44 (0) 7747 788 221
Henry Wilkinson +44 (0) 7951 402336
IMPORTANT NOTICES
Allenby Capital, which is authorised and regulated by the FCA in
the UK, is acting as financial adviser, nominated adviser and joint
broker exclusively for Franchise Brands and no one else in
connection with the Offer and this announcement and will not be
responsible to anyone other than Franchise Brands for providing the
protections afforded to clients of Allenby Capital or for providing
advice in relation to the Offer, the content of this announcement
or any matter referred to herein.
Dowgate, which is authorised and regulated by the FCA in the UK,
is acting as financial adviser and joint broker exclusively for
Franchise Brands and no one else in connection with the Offer and
this announcement and will not be responsible to anyone other than
Franchise Brands for providing the protections afforded to clients
of Dowgate or for providing advice in relation to the Offer, the
content of this announcement or any matter referred to herein.
Cenkos, which is authorised and regulated by the FCA in the UK,
is acting as financial adviser and Rule 3 adviser exclusively for
Filta and no one else in connection with the Offer and the matters
set out in this announcement and will not be responsible to any
person other than Filta for providing the protections afforded to
clients of Cenkos, nor for providing advice in relation to the
Offer , the content of this announcement or any matter referred to
herein.
Further Information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer,
invitation or the solicitation of an offer or invitation to
purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise nor
shall there be any sale, issuance or transfer of securities of
Franchise Brands or Filta pursuant to the Offer in any jurisdiction
in contravention of applicable laws. The Offer will be implemented
solely pursuant to the terms of the Offer Document (or, in the
event that the Offer is to be implemented by means of a scheme, the
Scheme Document), which contains the full terms and conditions of
the Offer, including details of how to accept the Offer. Any
decision in respect of, or other response to, the Offer should be
made solely on the basis of the information contained in the Offer
Document.
Allenby Capital and Cenkos urge Filta Shareholders to read the
Offer Document carefully because it contains important information
in relation to the Offer, the New Franchise Brands Shares and the
Enlarged Group, and to take appropriate advice. Any action in
relation to the Offer or related matters should be made only on the
basis of the information contained in the Offer Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The attention of Filta Shareholders who are citizens or
residents of jurisdictions outside the UK (including guidance for
US shareholders) is drawn to paragraph Part C of Appendix 1 of the
Offer Document.
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END
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