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Fulham Shore PLC (FUL)

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Thursday 06 August, 2020

Fulham Shore PLC

Result of fundraise & Director shareholdings

RNS Number : 3551V
Fulham Shore PLC (The)
06 August 2020
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE FULHAM SHORE PLC OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

 

6 August 2020

The Fulham Shore PLC

("Fulham Shore", the "Company" or the "Group")

 

Result of equity fundraise, Director shareholdings and

change to Total Voting Rights

 

The Board of Fulham Shore is pleased to announce that, following the Company's announcement earlier today, the Bookbuild has successfully closed and has raised gross proceeds pursuant to the Fundraise of £2.25 million via the issue of 36,000,000 New Ordinary Shares at an Issue Price of 6.25p.

 

The New Ordinary Shares will represent approximately 5.91 per cent. of the issued share capital and total voting rights of the Company as enlarged by the issue of the New Ordinary Shares. The issue price of the New Ordinary Shares of 6.25p represents a 2 per cent. premium to the mid-market closing price of Ordinary Shares on 5 August 2020, the day prior to the launch of the Bookbuild.

 

The New Ordinary Shares comprise 26,184,000 Placing Shares issued pursuant to the Placing and 9,816,000 Subscription Shares issued pursuant to the Subscription. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM and such admission is expected to occur on 20 August 2020 ("Admission").

 

David Page, Chairman of the Company, commented: "We are pleased to have concluded the Fundraise, which was oversubscribed, at a premium to the previous day's closing share price. This raise, along with our new bank facilities, places us on a sound financial footing. "

 

Director and PDMR subscriptions

 

Certain of the Company's Directors and persons discharging managerial responsibilities (PDMRs) are subscribing for Subscription Shares in the Fundraise as set out in the table below.

 

Name

Subscription amount (£)

No. of Subscription Shares

Beneficial interest in Ordinary Shares on Admission

Percentage of enlarged total voting rights held on Admission

 

David Page

£140,500

2,248,000

83,515,120

13.70%

Nabil Mankarious

£184,500

2,952,000

116,879,434

19.17%

Nicholas Wong

£130,500

2,088,000

11,083,593

1.82%

Nicholas Donaldson

£113,000

1,808,000

14,998,573

2.46%

Martin Chapman

£20,000

320,000

1,086,818

0.18%

Desmond Gunewardena

£20,000

320,000

774,545

0.13%

Jawaid Akhtar (PDMR)

£5,000

80,000

17,303,209

2.84%

 

Further details and the information required in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014 are set out at the end of this announcement.

 

Total Voting Rights

 

On Admission, the Company will have 609,617,181 ordinary shares of 1 penny each ("Ordinary Shares") in issue, each with one voting right. The Company does not hold any shares in treasury and therefore the total number of voting rights in the Company is 609,617,181. This figure of 609,617,181 should be used by shareholders from Admission as the denominator for the calculations 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 FCA's Disclosure Guidance and Transparency Rules. 

 

Capitalised terms in this Announcement shall have the meanings given to such terms in the Company's announcement of 7.00 a.m. on 6 August 2020.

 

 

For further information, please contact:

 

The Fulham Shore PLC

www.fulhamshore.com

David Page

 

Via Hudson Sandler

Allenby Capital Limited

Tony Quirke / Jos Pinnington (Sales)

Nick Naylor / Jeremy Porter / James Reeve (Corporate Finance)

 

 

 

Tel: 020 3328 5656

 

Hudson Sandler - Financial PR

Alex Brennan / Lucy Wollam

[email protected]

Telephone: 020 7796 4133

 

 

Notes for editors

 

Information on The Fulham Shore PLC

 

Fulham Shore was incorporated in March 2012. The Directors believed that there were attractive investment opportunities within the restaurant sector in the UK and that, given their collective experience in the restaurant sector, they could take advantage of the opportunities which existed.

 

The ordinary shares of the Company were admitted to trading on AIM in October 2014 in order to capitalise on such opportunities and to give the company employees, customers and public the ability to share in the enterprise.

 

Today, Fulham Shore owns and operates "The Real Greek" ( www.therealgreek.com ) and "Franco Manca" ( www.francomanca.co.uk ) restaurants.

 

The Real Greek

 

Since its foundation in London in 1999, The Real Greek group has grown steadily, now offering modern Greek cuisine in 18 restaurants ( 14 of which have so far reopened) across London and Southern England.

 

The Real Greek food centres on the delicious, healthy diet of the Eastern Mediterranean, staying true to the Greek ethos of food, family and friends. Dishes are created using premium ingredients sourced from Greece and Cyprus whenever possible, and developed by Tonia Buxton, the face of Greek food in the UK.

 

The Real Greek's menu and atmosphere retain the spirit of eating in Greece, encouraging diners to take their time eating amongst friends and family, be it a relaxed dinner, family get-together, or a fully catered party.

 

Franco Manca

 

Franco Manca opened its first restaurant in 2008 and now has 51 restaurants ( 49 of which have so far reopened) , primarily in London, but also with restaurants across the UK (e.g. Edinburgh, Manchester, Leeds, Cambridge, Bath, Oxford and Bristol). Franco Manca also has a franchised pizzeria on the island of Salina in Italy.

 

Franco Manca's pizza is made from slow-rising sourdough and is baked in an oven that produces high heat. The slow levitation and blast cooking process lock in the flour's natural aroma and moisture, giving a soft and easily digestible crust. Where possible, locally sourced and organic ingredients are used. Pizza prices start from £5.20.

 

Franco Manca has received the following accolades:

 

Winner of the Casual Dining Best Family Dining Experience Award 2020

 

Winner of the R200 Best Value Restaurant Operator- Over 20 Sites Award 2019 and 2017

 

Winner of the CGA Peach Hero and Icon Awards Best Concept award 2016

 

 

 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

 

David Page

Chairman

Nabil Mankarious

Managing Director

Nicholas Wong

Finance Director

Nicholas Donaldson

Executive Director

Martin Chapman

Non-Executive Director

Desmond Gunewardena

Non-Executive Director

Jawaid Akhtar

PDMR

 

 

2

Reason for the notification

a)

Position/status

see 1 a) above

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

The Fulham Shore plc

b)

LEI

213800WAVVOPS85N2205

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 the financial instrument, type of instrument

Identification code

Ordinary shares of 1 penny each in The Fulham Shore plc

 

Identification code (ISIN) for The Fulham Shore plc ordinary shares: GB00B9F8VG44

b)

Nature of the transaction

Participation in a subscription for new ordinary shares

 

c)

Price(s) and volume(s)

Price: 6.25p

 

Volumes:

 

Director/PDMR

No. of new ordinary shares

David Page

2,248,000

Nabil Mankarious

2,952,000

Nicholas Wong

2,088,000

Nicholas Donaldson

1,808,000

Martin Chapman

320,000

Desmond Gunewardena

320,000

Jawaid Akhtar

80,000

 

 

 

d)

Aggregated information

- Aggregated volume

- Price

n/a

 

e)

Date of the transaction

6 August 2020

f)

Place of the transaction

Outside a Trading Venue

 

 

IMPORTANT INFORMATION

 

This Announcement has been issued by, and is the sole responsibility, of the Company.  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 Allenby Capital or by any of their 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 therefore is expressly disclaimed.

 

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of South Africa, Japan or New Zealand and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of South Africa, Japan or New Zealand.

 

The distribution or transmission of this Announcement and the offering of the Placing Shares in certain jurisdictions other than the UK may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. In particular, this announcement may not be distributed, directly or indirectly, in or into the United States, Canada, the Republic of South Africa, Australia, Japan or New Zealand. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.

 

This Announcement includes "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies.

 

No statement in this Announcement is intended to be a profit forecast 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.

 

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

 

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Bookrunner, Broker and nominated adviser to the Company for the purposes of the AIM Rules for Companies in connection with the Placing and Admission and, as nominated adviser, its responsibilities are owed solely to the London Stock Exchange and are not owed to the Company and the Directors or to any other person or entity. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company.

 

 

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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