TIDMTAST
RNS Number : 5243O
Tasty PLC
07 November 2016
7 November 2016
Tasty Plc ("Tasty" or the "Company")
Placing and Director/PDMR Shareholdings
The Company today announces that it has conditionally raised
GBP9.0 million, before expenses, through a placing of 6,210,000 new
Ordinary Shares ("New Shares") at a price of 145 pence per share
(the "Placing Price") (the "Placing"). The Placing Price is at zero
discount to the closing middle market price of the Company on 4
November 2016 (being the latest practicable date prior to this
announcement). The Directors are pleased to confirm that the
Placing was over-subscribed and supported by both new and existing
institutional investors, as well as the Board.
The net proceeds from the Placing will be used by the Company to
fund the continued expansion of the Company's restaurants estate.
The directors of the Company are pleased to confirm that current
trading remains in line with expectations and that the continued
roll out of the Wildwood restaurant brand is proceeding well.
The Placing
As set out above, the Company has conditionally raised
approximately GBP9.0 million before expenses by the conditional
Placing of 6,210,000 New Shares at the Placing Price. The New
Shares represent approximately 11.6 per cent. of the current issued
share capital of the Company.
The Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions at the General Meeting (as described below);
(b) the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission;
(c) Admission becoming effective by no later than 8.00 a.m. on 2
December 2016 or such later time and/or date (being no later than
8.00 a.m. on 31 December 2016) as Cenkos Securities plc and the
Company may agree.
If any of the conditions are not satisfied, the Placing Shares
will not be issued and all monies received from the Placees will be
returned to the Placees (at the Placees' risk and without interest)
as soon as possible thereafter.
The Placing Shares are not subject to clawback. The Placing is
not being underwritten.
The Placing Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, 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 after the date of their issue.
Director Dealings
As part of the Placing certain directors of the Company, or
members of their immediate family, have agreed to subscribe for New
Shares at the Placing Price as set out below:
Name Title No. of New Shares
subscribed for
under the Placing
Joint Chief
Samuel Kaye Executive 1,060,349
Joint Chief
Jonny Plant Executive 68,966
Keith Lassman Chairman 13,793
In addition to the above Adam Kaye, a Non-Executive Director of
the Company, or members of his immediate family have agreed to
subscribe for 517,241 New Shares. Adam Kaye has also exercised his
right to exchange 500,000 'A' ordinary shares in a subsidiary
company of the Company into Ordinary Shares (the "Share
Incentive"). The number of Ordinary Shares being acquired is equal
in value to the net benefit that would be delivered to Adam Kaye if
the Share Incentive were provided by way of a share option over
Ordinary Shares at an exercise price of 100 pence per Ordinary
Share (i.e. the value above 100 pence per Ordinary Share). Adam
Kaye will therefore receive 155,172 Ordinary Shares following the
exercise of the Share Incentive. Adam Kaye has entered into an
agreement to sell the 155,172 Ordinary Shares issued to him
following the exercise of the Share Incentive and also to sell a
further 1,220,920 Ordinary Shares held by him, conditional on
admission of the New Shares (the "Share Sale"). The net effect of
these arrangements on Adam Kaye's beneficial and non-beneficial
holding once the Placing completes will be a decrease of 703,679
Ordinary Shares.
Following the above events and conditional on admission of the
New Shares the Directors will be interested in the following number
of Ordinary Shares in the Company:
Name Title No. Ordinary % of the issued share
Shares held capital of the Company
following the as enlarged by the Placing
Placing, the and the exercise of the
exercise of Share Incentive
the Share Incentive
and the Share
Sale
Joint Chief
Jonny Plant Executive 4,263,843 7.14%
Samuel Joint Chief
Kaye Executive 10,750,589 18.00%
Non-Executive
Adam Kaye Director 7,236,559 12.12%
Keith Lassman Chairman 148,433 0.25%
The participation in the Placing by Samuel Kaye and Adam Kaye
(as directors and substantial shareholders of the Company) and of
Livingbridge VC LLP (or funds managed by Livingbridge VC LLP) (as a
substantial shareholder) constitute related party transactions
pursuant to the AIM Rules. Livingbridge VC LLP currently has an
interest in 7,684,648 Ordinary Shares of the Company representing
14.40 of the current issued share capital of the Company.
Livingbridge VC LLP are subscribing for 1,017,000 New Shares as
part of the Placing.
The Directors (excluding Samuel Kaye and Adam Kaye) consider,
having consulted with Cenkos Securities plc, the Company's
Nominated Adviser for the purposes of the AIM Rules, that the terms
of the related party subscriptions for New Shares as set out above
are fair and reasonable insofar as the shareholders of the Company
are concerned.
Admission
Application will be made to the London Stock Exchange for the
admission of the New Shares to trading on AIM. It is expected that
Admission to trading on AIM will occur and that dealings will
commence at 8.00 a.m. on 2 December 2016 at which time it is also
expected that the New Shares will be enabled for settlement in
CREST.
Application will also be made to the London Stock Exchange for
the admission of the 155,172 new Ordinary Shares to be issued
following the exercise of the Share Incentive. It is expected that
Admission to trading on AIM will occur and that dealings will
commence at 8.00 a.m. on 2 December 2016 at which time it is also
expected that the 155,172 new Ordinary Shares will be enabled for
settlement in CREST.
General Meeting
The Directors do not currently have authority to allot all of
the New Shares and, accordingly, the Board is seeking the approval
of Shareholders to allot the New Shares at the General Meeting.
A notice convening the General Meeting, which is to be held at
the offices of the Company at 3 Heath Street, Hampstead, London,
NW3 6TP on 1 December 2016 is set out at the end of a circular to
be sent to Shareholders shortly.
Recommendation
The Directors consider the Placing to be in the best interests
of the Company and the Shareholders as a whole and, accordingly,
unanimously recommend that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting as they intend to
do in respect of their own beneficial holdings, amounting to 41.2
per cent. of the Company's issued share capital.
The Placing is conditional, inter alia, upon the passing of the
Resolutions at the General Meeting. Shareholders should be aware
that if the Resolutions are not approved at the General Meeting,
the conditional Placing will not proceed. The Share Sale is
conditional on the passing of the Resolutions at the General
Meeting and on the Admission of the New Shares. Shareholders should
be aware that if the Resolutions are not approved at the General
Meeting, the Share Sale will not proceed.
Capitalised terms used in this announcement have the meanings
given to them in the Circular, to be posted to Shareholders on or
around 8 November 2016.
7 November 2016
The announcement contains inside information
Enquiries
Tasty plc
Jonny Plant Tel: 020 7637 1166
Cenkos Securities plc - NOMAD and Broker
Bobbie Hilliam Tel: 020 7397 8900
Alex Aylen
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEBSBDBUXGBGLR
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