Hotel Chocolat Group PLC Result of Placing and Director/PDMR Dealings (0427H)

TIDMHOTC

RNS Number : 0427H

Hotel Chocolat Group PLC

20 March 2020

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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.

Hotel Chocolat Group plc

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

Result of Placing and Director/PDMR Dealings

Hotel Chocolat Group plc, a premium British chocolatier and omni-channel retailer, is pleased to announce that following the announcement earlier today (the "Launch Announcement") it has received strong demand from existing Shareholders and other high-quality institutional investors and therefore has increased the placing to raise GBP22 million (the "Placing").

A total of 9,777,777 new ordinary shares of 0.1 pence each ("New Ordinary Shares") were placed by Liberum at a price of 225 pence per share (the "Placing Price"). The Placing was conducted by way of an Accelerated Book Build process. Liberum Capital Limited ("Liberum") acted as sole broker on the Placing.

As outlined in the Launch Announcement, the net proceeds of the Placing will be utilised by the Company to fund growth capital investment and underpin the Company's growth plan and to provide additional headroom.

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 24 March 2020. The New Ordinary Shares will rank pari passu with the Existing Ordinary Shares in issue. The New Ordinary Shares will represent approximately 8.5 per cent. of the Company's enlarged issued share capital on Admission (assuming no other issuance of ordinary shares prior to Admission) ("Enlarged Share Capital").

Following Admission of the New Ordinary Shares, the Company's issued and fully paid share capital will consist of 125,448,678 ordinary shares of 0.1 pence each ("Ordinary Shares"), all of which carry one voting right per share. The Company does not hold any Ordinary Shares in Treasury. The figure of 125,448,678 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.

Related Party Transaction

Angus Thirlwell, Peter Harris and Andrew Gerrie who are subscribing for 888,888, 888,888 and 88,888 New Ordinary Shares at the Placing Price, respectively, are considered to be related parties of the Company and their participations in the Placing are therefore related party transactions under the AIM Rules for Companies.

Greg Hodder, Sophie Tomkins, Matt Pritchard and Matt Margereson who are not participating in the Placing, and so are considered as Independent Directors for the purposes of the Placing consider, having consulted with Liberum, that the terms of the related party transaction are fair and reasonable insofar as the Shareholders are concerned.

Director/PDMR Dealings

Hotel Chocolat announces that it has been notified by certain Directors of the Company, being founders Angus Thirlwell and Peter Harris (the "Founders"), that they have subscribed for, as part of the Placing, in aggregate, 1,777,776 New Ordinary Shares, representing 1.4% of the Enlarged Share Capital.

The Company has also been notified by Non-Executive Chairman Andrew Gerrie that he has subscribed for, as part of the Placing, 88,888 New Ordinary Shares.

Following the subscription for New Ordinary Shares, the Founders and Andrew Gerrie will have the following resultant shareholdings:

 
                          Initial Holding                                       Resultant Holding 
 Director                 Number     Percentage   New Ordinary       Price         Number     Percentage 
                     of Ordinary    of Existing         Shares      of New    of Ordinary       Enlarged 
                          Shares       Ordinary       acquired    Ordinary         Shares          Share 
                                         Shares                     shares                       Capital 
                                                                  acquired 
-----------------  -------------  -------------  -------------  ----------  -------------  ------------- 
 Angus Thirlwell      36,366,769          31.4%        888,888        225p     37,255,657          29.7% 
 Peter Harris         36,366,769          31.4%        888,888        225p     37,255,657          29.7% 
 Andrew Gerrie           400,414           0.3%         88,888        225p        489,302           0.4% 
 
 

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

"The money raised today will help fund our growth plans both in the UK and overseas and we're pleased our investors have supported us with today's placing. Until there is more clarity on the impact of the coronavirus outbreak, we'll continue adopt a prudent approach to expansion. However, our brand and customer loyalty is strong and with our highly successful multi-channel model, I'm confident in the long term future of the business ."

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 Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Matt Pritchard, Chief Financial Officer.

 
 Enquiries: 
 Hotel Chocolat Group Plc 
  Angus Thirlwell, Co-Founder and CEO 
  Peter Harris, Co-Founder and Development Director    [phone] 
  Matt Pritchard, CFO                                               746 
 Liberum Capital Limited 
  Clayton Bush 
  Andrew Godber 
  James Greenwood                                       [phone] 
  Miquela Bezuidenhoudt                                            2000 
 Citigate Dewe Rogerson 
  Angharad Couch 
  Ellen Wilton                                          [phone] 
  Kieran Farthing                                                  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 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.

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.

The information below set out in accordance with the requirement of the EU Market Abuse Regulation provides further detail.

 
 Notification of a Transaction pursuant to Article 19(1) of Regulation 
  (EU) No. 596/2014 
 1      Details of the person discharging managerial responsibilities/person 
         closely associated 
-----  ----------------------------------------------------------------------------------- 
 a.     Name                       Angus Thirlwell 
                                  -------------------------------------------------------- 
 2      Reason for 
         notification 
       -------------------------  -------------------------------------------------------- 
 a.     Position/Status            Chief Executive Officer 
       -------------------------  -------------------------------------------------------- 
 b.     Initial notification/      Initial Notification 
         Amendment 
       -------------------------  -------------------------------------------------------- 
 3      Details of the issuer, emission allowance market participant, 
         auction platform, auctioneer or auction monitor 
       ----------------------------------------------------------------------------------- 
 a.     Name                       Hotel Chocolat Group Plc 
       ------------------------- 
 b.     LEI                        213800B4D3J15PZHVY29 
       -------------------------  -------------------------------------------------------- 
 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                Ordinary Shares of 0.1p each 
         of the financial 
         instrument, 
         type of instrument         ISIN: GB00BYZC3B04 
 
         Identification 
         Code 
       -------------------------  -------------------------------------------------------- 
 b.     Nature of the              Purchase of shares 
         transaction 
       -------------------------  -------------------------------------------------------- 
 
 c.     Price(s) and                    Price(s)    Volume(s) 
         volume(s) 
       -------------------------       ---------- 
                                         225p       888,888 
                                       ----------  ---------- 
 
 d.     Aggregated                  n/a (single transaction) 
         information 
         - Aggregated 
         Volume 
         - Price 
       -------------------------  -------------------------------------------------------- 
 e.     Date of the                20 March 2020 
         transaction 
       -------------------------  -------------------------------------------------------- 
 f.     Place of the               London Stock Exchange, AIM 
         transaction 
       -------------------------  -------------------------------------------------------- 
 
 
 
 Notification of a Transaction pursuant to Article 19(1) of Regulation 
  (EU) No. 596/2014 
 1     Details of the person discharging managerial responsibilities/person 
        closely associated 
----  ------------------------------------------------------------------------------------- 
 a.    Name                           Peter Mark Harris 
                                     ------------------------------------------------------ 
 2     Reason for notification 
      -----------------------------  ------------------------------------------------------ 
 a.    Position/Status                Development Director 
      -----------------------------  ------------------------------------------------------ 
 b.    Initial notification/          Initial Notification 
        Amendment 
      -----------------------------  ------------------------------------------------------ 
 3     Details of the issuer, emission allowance market participant, 
        auction platform, auctioneer or auction monitor 
      ------------------------------------------------------------------------------------- 
 a.    Name                           Hotel Chocolat Group Plc 
      ----------------------------- 
 b.    LEI                            213800B4D3J15PZHVY29 
      -----------------------------  ------------------------------------------------------ 
 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                 Ordinary Shares of 0.1p each 
        the financial instrument, 
        type of instrument 
                                       ISIN: GB00BYZC3B04 
        Identification 
        Code 
      -----------------------------  ------------------------------------------------------ 
 b.    Nature of the transaction      Purchase of shares 
      -----------------------------  ------------------------------------------------------ 
 
 c.    Price(s) and volume(s)             Price(s)      Volume(s) 
      -----------------------------      ------------ 
                                           225p         888,888 
                                         ------------  ------------ 
 
 d.    Aggregated information          n/a (single transaction) 
        - Aggregated Volume 
        - Price 
      -----------------------------  ------------------------------------------------------ 
 e.    Date of the transaction        20 March 2020 
      -----------------------------  ------------------------------------------------------ 
 f.    Place of the transaction       London Stock Exchange, AIM 
      -----------------------------  ------------------------------------------------------ 
 
 
 
 Notification of a Transaction pursuant to Article 19(1) of Regulation 
  (EU) No. 596/2014 
 1     Details of the person discharging managerial responsibilities/person 
        closely associated 
----  ------------------------------------------------------------------------------------- 
 a.    Name                           Andrew Martin Gerrie 
                                     ------------------------------------------------------ 
 2     Reason for notification 
      -----------------------------  ------------------------------------------------------ 
 a.    Position/Status                Non-Executive Chairman 
      -----------------------------  ------------------------------------------------------ 
 b.    Initial notification/          Initial Notification 
        Amendment 
      -----------------------------  ------------------------------------------------------ 
 3     Details of the issuer, emission allowance market participant, 
        auction platform, auctioneer or auction monitor 
      ------------------------------------------------------------------------------------- 
 a.    Name                           Hotel Chocolat Group Plc 
      ----------------------------- 
 b.    LEI                            213800B4D3J15PZHVY29 
      -----------------------------  ------------------------------------------------------ 
 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                 Ordinary Shares of 0.1p each 
        the financial instrument, 
        type of instrument 
                                       ISIN: GB00BYZC3B04 
        Identification 
        Code 
      -----------------------------  ------------------------------------------------------ 
 b.    Nature of the transaction      Purchase of shares 
      -----------------------------  ------------------------------------------------------ 
 
 c.    Price(s) and volume(s)             Price(s)      Volume(s) 
      -----------------------------      ------------ 
                                           225p         88,888 
                                         ------------  ------------ 
 
 d.    Aggregated information          n/a (single transaction) 
        - Aggregated Volume 
        - Price 
      -----------------------------  ------------------------------------------------------ 
 e.    Date of the transaction        20 March 2020 
      -----------------------------  ------------------------------------------------------ 
 f.    Place of the transaction       London Stock Exchange, AIM 
      -----------------------------  ------------------------------------------------------ 
 
 

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March 20, 2020 08:47 ET (12:47 GMT)