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Bon Appetit Direct (~131)

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Monday 18 December, 2000

Bon Appetit Direct

Issue of Equity

Bon Appetit Direct.com PLC 
18 December 2000

For immediate release on Monday 18 December 2000

                  BON APPETIT DIRECT.COM PLC (the 'Company')


                            PROPOSED SUBSCRIPTIONS

               BY 10 GROUP PLC ('10 GROUP') AND OTHER INVESTORS

                        AND PROPOSED CHANGE OF NAME TO

                                 7 GROUP PLC

On 3 October 2000, the Company announced that it had entered an agreement with
10 Group plc whereby 10 Group had agreed, subject to the approval of the
Company's shareholders ('Shareholders'), to subscribe for 20,000,000 ordinary
shares of 1p each in the Company ('Ordinary Shares') at a price of 1p per
Ordinary Share. A circular is being posted to Shareholders today giving
further details of the investment agreement with 10 Group dated 2 October 2000
(the 'Investment Agreement') and related proposals and to convene an
Extraordinary General Meeting of the Company (the 'EGM') to be held on
Wednesday 10 January 2001.


On 2 October 2000 the Company entered the Investment Agreement with 10 Group
whereby 10i Limited, a wholly-owned subsidiary of 10 Group, would subscribe
for 20,000,000 Ordinary Shares (representing 23.02per cent. of the enlarged
issued share capital of the Company following completion of the proposals
described in this letter) at a price of 1p per share, subject to the approval
of Shareholders.


The Investment Agreement is intended to provide a stronger financial basis for
your Company but was subject to certain commercial conditions and a condition
that the proposals should be put to Shareholders before 30 November 2000. This
deadline was missed, but 10 Group have agreed to complete the Investment
Agreement, subject to the Company agreeing to the grant of an option to
subscribe for up to a further 20,000,000 Ordinary Shares in tranches of at
least 1 million Ordinary Shares at each point of exercise. Tranches may be
exercised at any time during a 3 year period commencing on the date of grant
in accordance with the terms of the Investment Agreement. As part of the
Company's revised agreement with 10 Group, 10 Group will not be required to
provide a £200,000 top slice guarantee in respect of the Company's overdraft
facility provided the Company issues further shares to investors other than 10
Group for aggregate proceeds of at least £200,000.


Accordingly, your board has accepted irrevocable undertakings from Michael
Keen, Michael Mills, Keith Pigott, Russell Stevens and John Watson (the 'Other
Investors') to subscribe for in aggregate 20,000,000 Ordinary Shares, at a
price of 1p per share.


In order to implement the revised terms of the Investment Agreement and to
take up the irrevocable undertakings of the Other Investors it is necessary,
inter alia, for Shareholders to approve the resolutions contained in the
notice of EGM attached to the circular. The resolutions increase the
authorised share capital and authorise the Board to issue Ordinary Shares
(otherwise than on a pre-emptive basis) as set out in the notice.


The directors of the Company (the 'Directors') believe that this further
finance is required for the on-going business of the Company. If the
Investment Agreement and the subscriptions by the Other Investors were not
completed the future stability of the Company would be in question.


The Group announced on 30 November 2000 its audited results for the year ended
31 May 2000 which show an increased loss before tax of £877,309 (1999: £
575,366) on increased turnover of £6,898,351 (1999: £5,267,014). As discussed
in the Chairman's and Chief Executive's Statements the year started well with
results broadly as anticipated for the first half year and we embarked on
projects outlined at the time of the share offer. However, sales in the second
half of the year were significantly lower than budget. We have therefore made
significant overhead cuts and since the financial year end we have continued
our cost reduction programme.


The Directors believe that with the cost-savings now set in place within the
Company and with the additional finance to be made available through 10 Group
and the Other Investors, the Company can look forward a period of improved
trading.


Despite the disappointing results we are confident of the long-term future of
the Company. Our plans are to expand within the food and leisure industries
where suitable opportunities arise but to retain the 'Bon Appetit' brand name
only for the existing business. The Directors do not consider 'Bon Appetit
Direct.com plc' to be an appropriate name for an expanded group with a broader
base of business interests. Accordingly, the Directors consider it would be
appropriate to change the name of the Company to '7 Group plc' and a
resolution to that effect will be proposed at the EGM. In addition, the
Directors are seeking authority to issue up to a further 86,000,000 Ordinary
Shares, representing 99.02% of the issued share capital following the
completion of the present proposals, in order to have the flexibility to
pursue suitable acquisition opportunities which may arise in an expeditious
and cost-effective manner.


Your Directors believe that the above proposals are in the best interests of
the Company and the Shareholders as a whole and unanimously recommend that
Shareholders vote in favour of the resolutions to be proposed at the EGM as
they have irrevocably undertaken to do in respect of their own beneficial
holdings amounting, in aggregate, to 2,673,858 Ordinary Shares. In addition
the Chairman holds Power of Attorney over 13,940,588 shares, which together
with the shares of the Directors represent approximately 35.46% per cent. of
the current issued share capital of the Company.



Further enquiries:

Tony Fisher (Managing Director - Bon Appetit direct.com plc)     01322 221917

Paul Harvey (Chief Executive - 10 Group plc)     0121 233 1122 / 07802 565363