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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Food & Drink Gp | LSE:FDG | London | Ordinary Share | GB00B0WYV516 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 9.85 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
Hot Features
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RNS Number:4229A
Food & Drink Group (The) PLC
17 July 2007
NOT FOR THE RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, SOUTH AFRICA OF JAPAN
The Food & Drink Group plc
("The Company")
Proposed placing of 600,000 new ordinary shares
Highlights
* KBC Peel Hunt has conditionally placed 600,000 Placing Shares to raise
#1.5 million (approximately #1.4 million, after expenses) at a price
of 250p per share.
* The net proceeds of the Placing will be used to:
- fund refurbishment opportunities within the estate, specifically
to convert some of the Puzzle sites into the new updated Jamies
format.
- allow the Company to fund and deliver new sites; and
- strengthen its balance sheet.
* An EGM of the Company is to be held at the offices of Field Fisher
Waterhouse LLP at 35 Vine Street, London EC3N 2AA on 10 August 2007
at 11.00 a.m. to seek Shareholders' approval to authorise the Directors
to allot the Placing Shares.
* Admission to trading on AIM of the Placing Shares is expected to take
place on 13 August 2007.
Certain definitions apply throughout this announcement and your attention is
drawn to the table at the end of this announcement where these definitions are
set out in full.
Stephen Thomas, Chairman said:
"The additional funds will enable us to take advantage of current refurbishment
opportunities. The recently completed refurbishment of Jamies Bishopsgate, with
its new updated format, has seen strong trading since opening and we plan to
roll this out to other sites in the estate. It will also allow us to continue
our expansion program."
Enquiries:
The Food & Drink Group plc Tel: 020 7349 4440
Stephen Thomas, Chairman
James Kowszun, Chief Executive Officer
Urvashi Parekh, Finance Director
KBC Peel Hunt Ltd Tel: 020 7418 8900
Capel Irwin
Matt Goode
College Hill Associates Tel: 020 7457 2020
Jamie Ramsay
Introduction
The Company has today announced a Placing of 600,000 new Ordinary Shares at 250p
per share, to raise #1.5 million before expenses (approximately #1.4 million net
of expenses).
The Placing
The Company is proposing to raise #1.5 million, before expenses, by the issue of
600,000 new Ordinary Shares to institutional and other investors at 250p per
share. Pursuant to the terms of the Placing Agreement, KBC Peel Hunt, as agent
for the Company, has agreed conditionally to use reasonable endeavours to place
the Placing Shares with certain institutional and other investors.
The Placing Price of 250p per Placing Share represents a discount of
approximately 11.5 per cent. to the closing mid-market price of 282.5p per
Ordinary Share on 17 July 2007, being the last dealing day prior to the
publication of this announcement, which the Directors consider to be fair and
reasonable given the size of the Placing. The Placing Shares will represent
approximately 10.7 per cent. of the enlarged issued share capital of the Company
immediately following Admission. The Directors have agreed to subscribe for, in
aggregate, 38,000 Placing Shares.
The Placing Shares are not being offered to Shareholders on a pre-emptive basis
because the Board has concluded, having taken appropriate advice, that it was
not in the best interests of the Company to make such a pre-emptive offer due to
the additional time and cost involved.
Background to and reasons for the Placing
Over the last five years, the Company has been transformed from 6 sites in 2002
to 33 today, following the acquisitions of Jamies Bars Plc, Henry J Bean's Group
Limited and seven sites from The Puzzle Pub Company Limited for a total of #9m.
Since the acquisition of Jamies in 2002, all expansion has been funded through
debt.
In the same period, the Company has refurbished 15 sites and during that time
the overall Company Trading ROCE has risen to above 35 per cent. at the end of
the last financial year, demonstrating the success of its investment program.
The Company has also recently completed a substantial refurbishment of Jamies
Bishopsgate with an updated format. Since re-opening in May 2007, trading
performance at this site has been better than Management expectations, and the
Company now intends to roll out this new format to other sites within the
estate. Consequently, the Company wishes to raise #1.5 million pursuant to the
Placing in order to continue its refurbishment programme, whilst enabling the
Company to be best positioned to fund and deliver new site opportunities.
Additionally, the surplus funds will strengthen the Company's balance sheet.
Interests of Directors following the Placing
Following the Placing, the Directors' interests in the Company will
be as follows:
Number of Total Interest in the
Placing Shares shareholding Enlarged Share
subscribed following the Capital
Placing
Stephen Thomas 8,000 423,401 7.5%
James Kowszun 2,000 22,614 0.4%
Urvashi Parekh 2,000 4,107 0.1%
Raymond McClymont 2,000 2,000 0.04%
Christopher Poil 20,000 65,810 1.2%
John Williams 4,000 4,000 0.1%
Conditions to the Placing
The Placing is conditional, inter alia, upon
* all Resolutions being duly passed at the EGM without amendment in any
material respect;
* the Placing Agreement not being terminated in accordance with its
terms prior to Admission occurring; and
* Admission occurring by 8.00 a.m. on 13 August 2007 (or such later date as
KBC Peel Hunt and the Company may agree being not later than 30 August
2007);
Admission
Application will be made to London Stock Exchange for the Placing Shares to be
admitted to trading on AIM. It is expected that, subject to the passing of the
Resolutions at the EGM, Admission will become effective at 8.00 a.m. on 13
August 2007.
The Placing Shares will, when issued, rank pari passu in all respects with the
Existing Ordinary Shares including the right to receive dividends and other
distributions declared following Admission.
Extraordinary General Meeting
The Company does not currently have in place sufficient existing authorities to
enable it to allot sufficient equity securities for cash on a non pre-emptive
basis for the purposes of the Placing. Accordingly, the Board is seeking
Shareholders' approval, inter alia, to allot the Placing Shares and disapply
pre-emption rights in relation to the Placing Shares at the EGM to facilitate
the Placing.
The Resolutions will be proposed at the EGM which is to be held at the offices
of Field Fisher Waterhouse LLP, at 35 Vine Street, London EC3N 2AA on 10 August
2007 at 11.00 a.m., and, if passed, will authorise the Directors to allot the
Placing Shares.
Circular
The circular containing information on the proposed Placing and containing the
notice of the EGM is being posted today to Shareholders and will be available at
the Company's website at www.foodanddrinkgroup.co.uk shortly thereafter.
Expected Timetable
Circular posted to Shareholders 18 July 2007
Latest time and date for receipt of Proxy Forms 11.00 a.m. on 8 August 2007
Extraordinary General Meeting 11.00 a.m. on 10 August 2007
Admission of the Placing Shares to trading on AIM 13 August 2007
CREST member accounts expected to be credited
for the Placing Shares in uncertificated form 13 August 2007
Placing Statistics
Number of Placing Shares 600,000
Enlarged issued share capital of the Company
following Admission 5,612,125
Percentage of enlarged issued share capital represented
by the Placing Shares 10.7%
Placing Price per Placing Share 250p
Market capitalisation at the Placing Price following
completion of the Placing #14.0 million
Gross proceeds of the Placing #1.5 million
Net proceeds of the Placing #1.4 million
FORWARD LOOKING STATEMENTS
This announcement may contain forward-looking statements, including, without
limitation, statements containing the words "believes", "anticipates", "expects"
and similar expressions. Such forward-looking statements involve unknown risks,
uncertainties and other factors which may cause the actual results, financial
condition, performance or achievements of the Company, or industry results, to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Given these
uncertainties, prospective investors are cautioned not to place any undue
reliance on such forward-looking statements. The Company disclaims any
obligation to update any such forward-looking statements in this announcement to
reflect future events or developments.
The Placing Shares referred to in this announcement have not been and will not
be registered under the US Securities Act and may not be offered or sold in the
United States except pursuant to an exception from, or a transaction not subject
to, the requirements of the US Securities Act. There will be no public offer of
the Placing Shares in the United Kingdom, United States or elsewhere.
Definitions
"Admission" the admission to trading on AIM in
accordance with Rule 6 of the AIM Rules
for Companies of the Placing Shares
"AIM" AIM, a market operated by London Stock
Exchange
"AIM Rules for Companies" the rules for AIM Companies published
by London Stock Exchange from time to
time
"Board" the board of directors of the Company
"Company" The Food & Drink Group plc, a company
registered in England and Wales with
registered number 3447841 and having
its registered office at 195-197 Kings
Road, Chelsea, London SW3 5ED
" CREST" the system for paperless settlement of
trades and holdings of uncertificated
shares administered and operated by
CRESTCo Limited
"Directors" the directors of the Company
"EGM" the Extraordinary General Meeting of
the Company to be convened for 11.00
a.m. on 10 August 2007
"Enlarged Share Capital" the Company's issued share capital
immediately after the completion of the
Placing
"Existing Ordinary Shares" the 5,012,125 Ordinary Shares in issue
as at 18 July 2007
"Form of Proxy" the form of proxy for use in connection
with the EGM
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act
2000
"Group" the Company and its subsidiaries
"KBC Peel Hunt" KBC Peel Hunt Ltd
"Ordinary Shares" ordinary shares of 1p each in the
Company
"Placees" persons who agree to subscribe for
Placing Shares pursuant to the Placing
"Placing" the conditional placing by KBC Peel
Hunt of the Placing Shares pursuant to
the Placing Agreement
"Placing Agreement" the agreement dated 18 July 2007
between the Company and KBC Peel Hunt
relating to the Placing
"Placing Price" 250p
"Placing Shares" the 600,000 Ordinary Shares subject to
the Placing
"Resolutions" the resolutions set out in the notice
of EGM dated 18 July 2007
"Shareholders" holders of Ordinary Shares
"Trading ROCE" site earnings before interest, tax,
depreciation and amortisation divided
by the total fixed asset book value of
the Company (adjusted for acquisition
timing)
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"US Securities Act" the US Securities Act of 1933 (as
amended)
This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities.
KBC Peel Hunt, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for the Company and for no-one else in
connection with the Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to customers of KBC Peel Hunt, or
for providing advice in relation to the Placing and Admission.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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