Hotel Chocolat Group PLC Result of Fundraising (2110G)

TIDMHOTC

RNS Number : 2110G

Hotel Chocolat Group PLC

23 July 2021

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN HOTEL CHOCOLAT GROUP PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMED) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED) ("MAR").

Hotel Chocolat Group plc

("Hotel Chocolat", the "Company" or the "Group")

Result of Fundraising

Hotel Chocolat Group plc, a premium British chocolatier and multi-channel retailer, is pleased to announce, following the announcement yesterday (the "Launch Announcement"), the successful completion of the placing of ordinary shares of 0.1 pence each ("Ordinary Shares") (the "Placing"), having received strong demand from existing Shareholders and other high-quality institutional investors. The Company is also pleased to announce the successful completion of an offer made by the Company for retail investors in the UK to subscribe for Ordinary Shares via the PrimaryBid platform (the "PrimaryBid Offer").

A total of 11,112,913 new Ordinary Shares ("Placing Shares") were placed at a price of 355 pence per share (the "Placing Price"). The Placing was conducted by way of an Accelerated Bookbuild process. Liberum Capital Limited ("Liberum") and Peel Hunt LLP ("Peel Hunt") acted as joint bookrunners in relation to the Placing. The Placing was oversubscribed.

In addition, retail investors in the UK have subscribed via the PrimaryBid Offer for a total of 154,692 new Ordinary Shares (the "PrimaryBid Shares") at the Placing Price.

Together, the Placing and the PrimaryBid Offer comprise 11,267,605 new Ordinary Shares raising gross proceeds of c.GBP40 million. The Placing Shares and PrimaryBid Shares (the "New Ordinary Shares") being issued represent approximately 9.0 per cent. of the existing issued ordinary share capital of the Company. As outlined in the Launch Announcement, the net proceeds of the Placing and the PrimaryBid Offer will be utilised to fund capital investment to increase long-term sales capacity and capitalise on anticipated future growth.

Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM and it is anticipated that trading in the New Ordinary Shares will commence on AIM at 8.00 a.m. on 27 July 2021 . The New Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue. The New Ordinary Shares will represent approximately 8.2 per cent. of the Company's enlarged issued share capital on Admission (assuming no other issuance of ordinary shares prior to Admission).

Following Admission of the New Ordinary Shares, the Company's issued and fully paid share capital will consist of 137,152,447 Ordinary Shares, all of which carry one voting right per share. The Company does not hold any Ordinary Shares in Treasury. The figure of 137,152,447 Ordinary Shares may be used by shareholders as the denominator for the calculation 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 DTRs.

Angus Thirlwell, Co-Founder and Chief Executive Officer, said:

"The GBP40m growth capital raised today will be invested in our fast-growing business, furthering our aim of becoming a global digital-led chocolate brand. I'm delighted that our issue was oversubscribed, demonstrating the support Hotel Chocolat enjoys with its investors."

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Launch Announcement.

This Announcement is released by Hotel Chocolat Group plc and contains inside information for the purposes of MAR, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR, this announcement is being made on behalf of the Company by Matt Pritchard, Chief Financial Officer.

 
 For further information: 
 Hotel Chocolat Group Plc c/o Citigate 
  Angus Thirlwell, Co-founder and Chief Executive 
  Officer 
  Peter Harris, Co-Founder and Development Director    + 44 (0) 20 7638 
  Matt Pritchard, Chief Financial Officer                          9571 
 Liberum Capital Limited - Nominated Adviser, 
  Joint Bookrunner and Broker 
  Clayton Bush 
  James Greenwood 
  Miquela Bezuidenhoudt 
  Chris Whitaker                                        [phone] 
  Andrew Godber                                                    2222 
 Peel Hunt LLP - Joint Bookrunner 
  Adrian Trimmings 
  Jock Maxwell Macdonald 
  Tom Ballard 
  Andrew Clark                                         + 44 (0) 20 7418 
  Sohail Akbar                                                     8900 
 Citigate Dewe Rogerson - Financial PR 
  Angharad Couch                                        [phone] 
  Ellen Wilton                                                     9571 
 

IMPORTANT INFORMATION

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward- looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor Liberum, Peel Hunt nor any of their respective associates, directors, officers or advisers undertakes any obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Liberum is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and Liberum will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Peel Hunt is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and Peel Hunt will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The New Ordinary Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

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July 23, 2021 02:00 ET (06:00 GMT)