1 July 2024
Tasty plc
("Tasty" or the
"Company")
Proposed Share Allotment
Authorities,
Posting of Circular and Notice of
General Meeting
Further to the Company's announcement on 9
April 2024, Tasty confirms that it has agreed to amend and restate
the original loan agreement entered into on 8 April 2024 for up to
£750,000 with a secured creditor (the "Loan"). The new terms allow for the
conversion of the whole of the principal amount of the Loan, being
£750,000, into 51,369,863 new ordinary shares of £0.001 each in the
capital of the Company (the "Conversion Shares") at a price of
£0.0146 per Conversion Share (the "Conversion").
The Conversion is subject to, and conditional
on, shareholder approval as it is necessary for the Directors to
obtain the requisite share allotment authorities from the Company's
shareholders in order to give the Directors the authority to allot
the Conversion Shares and to disapply the statutory pre-emption
rights in respect of the allotment of the Conversion
Shares.
A circular containing a notice of general
meeting (the "Circular")
was despatched to the Company's shareholders (the "Shareholders") today in relation to the
Conversion. A copy of the Circular and the
notice of general meeting is available on the Company's website
at https://dimt.co.uk/investor-relations/.
The general meeting will be held at 10.15 a.m. on 22 July 2024 (or
as soon as practicable thereafter following the conclusion of the
Annual General Meeting of the Company convened for 10.00 a.m. on 22
July 2024) at Wildwood Restaurant, 35-36 Bow Street, London WC2E
7AU (the "General
Meeting").
Background to, and reasons for, the General
Meeting
As announced on 9 April 2024, in order to fund
the Company's proposed restructuring plan that was subsequently
sanctioned by the Court on 4 June 2024, the Company entered into a
loan agreement dated 8 April 2024 (the "Loan Agreement") with Will Roseff (the
"Lender"), a UK-based high
net worth investor, for an amount of up to £750,000 plus interest.
The full amount of £750,000 was drawn-down by the Company under the
Loan Agreement on 9 April 2024.
The parties to the Loan Agreement (the
"Parties") have agreed to
amend the Loan Agreement by entering into an amendment and
restatement which will amend and restate the original Loan
Agreement (the "Amended and
Restated Loan Agreement"). The Amended and Restated Loan
Agreement allows for the conversion of the whole of the
principal amount of the Loan, being the sum of £750,000 (and not
any accrued interest), into 51,369,863 Conversion Shares at a price
of £0.0146 per Conversion Share, as repayment of the Loan in cash
in the near term would place significant adverse pressure on the
success of the Restructuring Plan and the Company's viability going
forward.
It is necessary for the Directors to obtain the
requisite share allotment authorities from the Shareholders in
accordance with the Companies Act 2006 in order to give the
Directors the authority to allot the Conversion Shares and to
disapply the statutory pre-emption rights in respect of the
allotment of the Conversion Shares prior to the Amended and
Restated Loan Agreement being entered into, as the Directors do not
currently have sufficient authority to allot all of the Conversion
Shares.
Accordingly, the Notice of General Meeting is
set out at the end of the Circular at which Shareholders will be
asked to vote in respect of resolutions to grant the Directors the
necessary share allotment authorities and to disapply the statutory
rights of pre-emption in respect of the Conversion Shares (the
"Resolutions"), in order to
allow for the allotment and issue of the Conversion Shares to be
made by the Company to the Lender and for the Loan to be discharged
in full by the Company by, inter alia, the allotment and issue of
the Conversion Shares.
If the
Resolutions are not passed the Amended and Restated Loan Agreement
will not be entered into and £2.6 million under the Loan Agreement
plus interest would need to be repaid to the Lender in cash by 31
December 2024 (or such later date agreed by both parties), which
would have a significant adverse effect on the Company's viability
going forward. In order for it to return to profitability and
stabilise finances in the near term, the Company would need to seek
alternative funding of which there are no guarantees, and which is
expected to be very difficult to achieve given the Company's
historic performance and the challenging economic
environment.
Accordingly,
the Directors unanimously recommend that the Shareholders vote in
favour of the Resolutions.
For further
information, please contact:
|
Tasty
plc
|
Tel: 020 7637 1166
|
|
Jonny Plant, Chief Executive
|
|
|
Cavendish
Capital Markets Limited
(Nominated adviser and
broker)
|
|
|
Katy Birkin/George Lawson
|
Tel: 020 7220 0500
|
