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Eclectic Bar Group (PIER)

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Monday 15 June, 2015

Eclectic Bar Group

Conditional Placing and Directorate Changes

RNS Number : 1282Q
Eclectic Bar Group PLC
15 June 2015

For Immediate Release


15 June 2015


Eclectic Bar Group plc


("Eclectic", the "Company" or the "Group")


Conditional Placing, Directors' Dealings and Directorate Changes


Eclectic, one of the leading operators of premium bars in the UK, is pleased to announce that Luke Johnson, the serial leisure entrepreneur, intends to subscribe for 3,000,000 new ordinary shares of 25 pence each in the capital of the Company ("Ordinary Shares") at a price of 50 pence per Ordinary Share (the "Subscription Price"), and the Self Invested Pension Plans of Reuben Harley, Eclectic's Chief Executive Officer, and John Smith, Eclectic's Chief Financial Officer, each intend to subscribe for 150,000 new Ordinary Shares (300,000 new Ordinary Shares in total) at the Subscription Price (the "Subscriptions"). The Subscriptions will raise £1.65 million for the Company, and will provide additional working capital to fund the development of the Group's business.


The Subscription Price represents a premium of 3.1 per cent. to the middle market closing price of 48.5 pence per Ordinary Share on 12 June 2015.


The Ordinary Shares to be issued under the Subscriptions to Luke Johnson will represent approximately 18.5 per cent. of the Company's issued share capital as enlarged by the Subscriptions.


On completion of the Subscriptions, Reuben Harley will be beneficially interested in 2,006,920 Ordinary Shares, representing approximately 12.4 per cent. of the issued share capital of the Company as enlarged by the Subscriptions, and John Smith will be beneficially interested in 1,253,719 Ordinary Shares, representing approximately 7.7 per cent. of the issued share capital of the Company as enlarged by the Subscriptions.


In connection with the Subscriptions, the Company has entered into three subscription agreements. The Subscriptions are conditional upon, inter alia, the granting of authority to issue shares and disapplication of pre-emption rights by shareholders of the Company ("Shareholders") at a general meeting to be held as soon as possible, but no later than 31 July 2015 (the "General Meeting"), and the admission of the Ordinary Shares issued under the Subscriptions to trading on AIM ("Admission"). A further announcement will be made confirming when a circular to Shareholders, including a notice convening the General Meeting, is despatched and an anticipated date for Admission. The Ordinary Shares which are the subject of the Subscriptions, when issued, will be credited fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.


In conjunction with the Subscription by Luke Johnson, the Company announces that Mr Johnson has been appointed to the Board as Executive Chairman with immediate effect. Jim Fallon will remain with the business as a Non-executive Director.


Mr Johnson has many years' experience of guiding, developing and growing leisure businesses both in the public and private arenas. He has been involved in the hospitality industry for over twenty years, including as chairman of PizzaExpress Plc during the 1990s; co-founder and chairman of the Strada restaurant chain; and chairman of Giraffe restaurants for nine years until 2013. He is currently chairman of Patisserie Holdings plc, Gail's bakeries (Bread Holdings Ltd) and Buffet Restaurants Limited.


Mr Johnson has agreed not to draw a salary in respect of his appointment. The Company has conditionally agreed to issue warrants to subscribe for up to 1,622,274 Ordinary Shares at a price of 60 pence per Ordinary Share (the "Warrants") to Mr Johnson, conditional granting of authority to issue shares and disapplication of pre-emption rights by Shareholders at the General Meeting. The Warrants, which will represent approximately 10 per cent. of the Company's issued share capital as enlarged by the Subscriptions, can be exercised in up to two tranches, and must be exercised by 30 June 2019, failing which they will lapse. Were the Warrants to be exercised in full and assuming no other issues of new Ordinary Shares, Mr Johnson would be beneficially interested in approximately 25.9 per cent. of the Company's enlarged issued share capital.


Luke Johnson has undertaken pursuant to a deed not to dispose of any interest in any of the Subscription Shares or any Ordinary Shares granted on exercise of the Warrants for 12 months from Admission of the Ordinary Shares issued to him under the Subscriptions, except in certain limited circumstances.


Additionally, Richard Kleiner steps down from the Board with immediate effect.


The Company also announces that it is considering cancelling certain of its existing employee share options, and granting new share options to certain employees at an exercise price commensurate with the existing price per Ordinary Share to incentivise key employees. Further details on this proposal will be announced in due course.


Jim Fallon, Non-executive Chairman, commented:

The Board is delighted that Luke Johnson has agreed to join Eclectic. He brings a wealth of experience, contacts and opportunities to the business and we look forward to working with him to develop Eclectic further. Together with the existing team, and the injection of capital through the Subscription, he will help drive the business in the next stage of its development. On behalf of the Board I would like to express our thanks to Richard Kleiner for the contribution he has made to the Company over many years, including his valued service on the Board since February 2014 and also assisting Eclectic as a private company prior to its flotation."


Reuben Harley, Chief Executive Officer of Eclectic, commented:

"I am excited at the opportunity to work with Luke Johnson. We will continue to work hard on improving the core business, but with the additional skill set on the Board, and the net proceeds of the Subscription, we will be able to accelerate the Group's plans and development as well as diversifying into a broader range of hospitality offers."


Luke Johnson, newly appointed Executive Chairman of Eclectic, commented:

"There is a great business within Eclectic with much potential, including some great people and an attractive portfolio of sites. It has firm foundations and continues to be cash generative. I look forward to gaining a deeper understanding of the business over the coming months, and helping them to plan and execute a strategy for growth."


The following information is disclosed pursuant to Schedule Two, paragraph (g) of the AIM Rules for Companies:


Mr Luke Oliver Johnson, age 53


Current Directorships and partnerships:


Previous directorships and partnerships (held in the past five years):


3Sixty Restaurants Ltd

AKA Group Ltd

Arden Partners plc

Assembly Festival Ltd

Beak Street Films Ltd

Bread Acquisitions Ltd

Bread Holdings Ltd

Buffet Restaurants Ltd

The Career Colleges Company (UK) Ltd

Cedar Pharma Ltd

The Centre for Entrepreneurs Ltd

Chrysalis Vision Ltd

Cradley Brook Ltd (Holdings) Ltd

The Curious Cook Ltd

Draft House Holding Ltd

Ego Group Ltd

Ego Restaurants Ltd

Ego Restaurants Holdings Ltd

Feng Sushi Ltd

Fiery Dragons Ltd

The Generation of Z Ltd

The Genuine Dining Company Ltd

The Grand Union Company Ltd

Halesend Estate Ltd

Hermitage Valley Ltd

ICR Enterprises Ltd

The Institute of Cancer Research: Royal Cancer Hospital Ltd

London 8 Ltd

Majestic Bingo Ltd

Majestic Bingo Online Limited

Neilson Active Holidays (Holdings) Ltd

Patisserie Acquisition Ltd

Patisserie Holdings PLC

Patisserie Valerie Holdings Ltd

Penyard House Acquisition Ltd

Poseidon House Management Ltd

RCP II Founder Partner LP

RCP Co-Investment Partnership LP

Recruitment Capital Partners LLP

Risk Capital Ltd

Risk Capital Partners II (GP) Ltd

Risk Capital Partners II (Scotland) Ltd

Risk Capital Partners LLP

Spice Bakery Ltd

Superbrands Ltd

Synarbor PLC

Theatre Investment Fund Ltd

Zoggs Acquisitions Limited

Zoggs Group Limited

Action on Addiction

APT Controls Ltd

Automotive Repair Solutions Ltd

The Bishopsgate Foundation

Channel Four Television Corporation

Clear Leisure PLC

The Cobden Club Ltd

Contiga Capital Management LLP

E2Exchange Ltd

The Entrepreneurial Exchange (London) Ltd

Flour Power City Ltd

Forestrox Ltd

Giraffe Concepts Ltd

Harbour and Jones Ltd

History Today Ltd

Interquest Group plc

Interquest (UK) Ltd

Metro Bank PLC

Metrodome Group Limited

Phaidon Press Ltd

Playful Productions LLP

RSA Academies

RSA Adelphi Enterprises Ltd

Seafood Holdings Ltd

Seafood Property Holdings LLP

Signature Restaurants Ltd

StartUp Britain Ltd

Third Stage Productions Ltd


Automotive Repairs Ltd was wound up by the court in September 2012 and Luke Johnson was a director until his resignation in October 2011.


Bookshop Acquisitions Ltd and Borders (UK) Ltd entered administration in November 2009. Luke Johnson had previously been a director of these companies until July 2009. Bookshop Acquisitions Ltd and Borders (UK) Ltd were dissolved on 22 February 2013 and 27 August 2011 respectively.


The Cobden Club Ltd, of which Luke Johnson is currently a director, entered members' voluntary liquidation in July 2013 and is currently in liquidation.


English Classic Cars Limited, where Luke Johnson was a director from 8 December 1989 until its dissolution on 25 November 1995, was placed in insolvent liquidation on 6 April 1992.


Income Tax Professionals Ltd, a company of which Luke Johnson was non-executive chairman, entered creditors' voluntary liquidation in May 1999.


Just Tyres Holdings Ltd, a company of which Luke Johnson was non-executive chairman, entered administrative receivership in October 2001. The company was dissolved on 17 July 2007.


Robinbuy Limited, of which Luke Johnson was a non-executive director until 20 February 1997, was placed into liquidation on 24 February 1997 following its solvent reconstruction and was dissolved on 19 February 2000.


Sunday Business Newspapers Ltd entered administrative receivership in July 1997. Luke Johnson had previously been a non-executive director of the company until his resignation in March 1997. The company was dissolved on 18 May 2004.


Utility Cable PLC entered administrative receivership in September 1998. Luke Johnson had previously been a non-executive director of the company until his resignation in May 1998. The company was dissolved on 23 November 2007.





Eclectic Bar Group plc       (

Tel: 020 7376 6300

Reuben Harley, CEO

John Smith, CFO

Panmure Gordon

Tel: 020 7886 2500

Corporate Finance

Andrew Godber / Atholl Tweedie / Duncan Monteith

Corporate Broking

Charles Leigh-Pemberton / Maisie Atkinson

Instinctif Partners

Tel: 020 7457 2020

Matthew Smallwood

Justine Warren


About Eclectic


Eclectic is a leading operator of premium bars in the UK. Eclectic's portfolio comprises 19 venues located in major towns and cities, predominantly targeting a customer base of sophisticated students midweek and stylish over 21s and young professionals at weekends. The Company focuses on delivering added value for its customers, with premium product ranges, high-quality music and entertainment, and a commitment to high service levels and standards. Eclectic trades across its estate under a variety of brands, including Embargo Republica, Lola Lo, Lowlander, Sakura, Po Na Na and Fez Club.


The Group's management team, led by Luke Johnson, who has been involved in the hospitality industry for over 20 years, and Reuben Harley, who has over 25 years' experience of working in the UK pub and bar industry, is implementing a strategy to grow the business through the development of new sites either under the Company's existing brands or using brands which can be successfully maintained, as well as business acquisitions as appropriate opportunities present themselves.

This information is provided by RNS
The company news service from the London Stock Exchange

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