13 March 2024
Cooks Coffee Company
Limited
("Cooks
Coffee", or the "Company")
NZ SHARE PURCHASE PLAN AND
PLACEMENT TO SUPPORT INCREASED INVESTMENT IN
BUSINESS
Cooks Coffee (NZX: CCC, AQUIS: COOK)
has announced its intention to undertake a placement to selected
investors (Placement) and
a share purchase plan to its existing shareholders with an address
in New Zealand (SPP)
(together, the Offer). The
Offer is not underwritten.
The purpose of the Offer is to raise
funds (after issue costs) for:
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investing into improvements in Cooks
Coffee's digital programs including, APP development, click and
collect, and delivery and loyalty programs;
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·
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expanding the Esquires international
business in the Middle East and Europe, in particular based on the
successful operating model in the UK and Ireland;
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driving growth plans through the
establishment of a fund to allow acquisitions of existing
successful independent cafés to be rebranded and sold to
franchisees after rebranding; and
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repaying some expensive second tier
debt.
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SPP
The SPP will be open to existing
shareholders recorded in Cooks' share register as having a New
Zealand address at 5.00pm on 12 March 2024 (Eligible Shareholders).
The SPP will result in up to
5,690,862 new shares issued in Cooks Coffee. Eligible Shareholders
will be able to apply for up to $50,000 of new shares. The Board of
directors of Cooks Coffee may, in its full discretion, accept any
oversubscriptions which will be scaled according to the Record
Date. The issue price for the SPP is NZD 0.20 per share.
Placement
The Placement will be offered to
investors who have been identified by, or that approached, the
Company in compliance with all applicable securities
laws.
The Placement is targeting a raise
of up to NZ$1,707,258 through the issue of up to 8,536,294 new
shares. The issue price of the Placement is NZD 0.20 (equivalent to
£0.0955) per share.
Indicative timetable1
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Announcement of Offer
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Wednesday, 13 March 2024
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Record Date for determining
eligibility of shareholders for the SPP
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5.00pm on Tuesday, 12 March
2024
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Opening Date of Offer
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Wednesday, 13 March 2024
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Closing Date of Offer (last day for
online applications with payment), unless extended by
Cooks
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5.00pm on Friday, 22 March
2024
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Allotment and issue of New
Shares
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Thursday, 28 March 2024
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Statements dispatched
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By Friday, 2 April 2024
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Additional information
Nothing contained in this
announcement constitutes investment, legal, tax or other advice.
Investors are encouraged to seek appropriate professional advice
before making any investment decision.
For any questions in respect of the
Offer, please contact Link Market Services Limited at +64 9 375
5998 or email applications@linkmarketservices.com. For other
questions, investors should contact their financial or legal
adviser.
Authorised for release by the Chair
of Cooks Coffee.
1 Dates are subject to change and are indicative only. Cooks
Coffee reserves the right to amend this timetable (including by
extending the Closing Date) subject to applicable laws and the NZX
Listing Rules. Cooks Coffee reserves the right to withdraw the
Offer and issue New Shares at any time before the Issue Date in its
absolute discretion.
Enquiries:
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Cooks Coffee
Company Limited
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+64 21 702 509 (New Zealand)
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Keith Jackson (Executive Chairman)
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keith.jackson@cookscoffeecompany.com
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+44 (0) 20 3934 6630 (UK)
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ukinvestorrelations@cookscoffeecompany.com
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IFC Advisory
Limited (Financial PR & IR)
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+44 (0) 20 3934 6630
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Tim Metcalfe, Graham Herring, Florence
Chandler
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cookscoffee@investor-focus.co.uk
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Oberon Capital
(AQSE Corporate Adviser and Broker)
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+44 (0) 20 3179 5300
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Nick Lovering, Adam Pollock, Mike
Seabrook
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Important Notices and Disclaimer
This announcement has been prepared
for publication in New Zealand, and may not be released to US wire
services or distributed in the United States. This announcement
does not constitute an offer to sell, or a solicitation of an offer
to buy, securities in the United States or any other jurisdiction.
Any securities described in this announcement have not been, and
will not be, registered under the US Securities Act of 1933 (the
"US Securities Act") or the securities laws of any state of other
jurisdiction of the United States, and may not be offered or sold
in the United States except in transactions exempt from, or not
subject to, registration under the US Securities Act and applicable
US state securities laws.