TIDMFLK
RNS Number : 8369N
Fletcher King PLC
04 October 2021
4 October 2021
Fletcher King plc
("Fletcher King" or the "Company")
Conditional Placing of New Ordinary Shares
at 52.5 pence per share to raise GBP547,276
and Conditional Director Dealing
The Board of Fletcher King plc (AIM: FLK) is pleased to announce
that later today it intends to conditionally place a total of
1,042,430 new ordinary shares of 10 pence each (the "Placing
Shares") at a price of 52.5 pence per share to raise GBP547,276
before expenses (the "Placing"). Mr Elliott Bernerd would be the
ultimate beneficial owner of the Placing Shares, which would be
subscribed for by CM Strategic 613 Limited (a wholly-owned special
purpose vehicle incorporated by Elliott Bernerd).
As two of the Company's subsidiaries are authorised and
regulated by the Financial Conduct Authority ("FCA"), the Placing
would be conditional upon regulatory approval being granted by the
FCA for Elliott Bernerd and CM Strategic 613 Limited to become a
controller of the Company (the "FCA controller approval") and
admission of the Placing Shares to trading on AIM. The controller
threshold for the FCA starts at 10 per cent, and a decision is
expected from the FCA by the end of 2021. The Placing Shares would
represent 10.17% of the enlarged issued share capital.
Elliott Bernerd is the founder of Chelsfield, a substantial and
long established privately held international property development
and investment group. The Placing Shares and the Sale Shares (as
described below) would be acquired by Elliott Bernerd in his
personal capacity.
The Company also announces that its three largest shareholders
today intend to conditionally agree to the sale of part of their
existing shareholdings in Fletcher King to CM Strategic 613
Limited, which would, subject to the FCA controller approval, allow
Elliott Bernerd to increase his indirect ownership in the Company
to approximately 29.99 per cent. of the enlarged share capital of
the Company (the "Share Sale"). These shareholders intend to sell
in aggregate 2,032,211 existing shares in the Company (the "Sale
Shares") to CM Strategic 613 Limited, representing 19.82 per cent
of the enlarged share capital. The acquisition of the Sale Shares
is also conditional upon the FCA controller approval. David
Fletcher, chairman of the Company, is among the shareholders
intending to sell some of their shares, whose details are set out
below:
Name Current Percentage Holding following Percentage
holding the Placing
and Share
Sale
District & Urban
Group 1,887,562 20.50% 943,781 9.21%
---------- ----------- ------------------ -----------
David Fletcher 1,344,360 14.60% 672,180 6.56%
---------- ----------- ------------------ -----------
LowerLand Limited 832,500 9.04% 416,250 4.06%
---------- ----------- ------------------ -----------
At the request of Elliott Bernerd, the Board of Fletcher King
has, subject to regulatory due diligence and the completion of the
acquisition by CM Strategic 613 Limited of the Sale Shares and
subscription for the Placing Shares as referred to above, invited
David Gibbs and Matthew Wise to join the Board of Directors, as
non-executive directors. This would increase the number of
Directors from six to eight.
Matthew Wise was, until April 2021, Chief Operating Officer and
Head of Asset Management at Chelsfield Group. Since April 2021, he
has been advising Elliott Bernerd's Private Office on a number of
domestic and international transactions. Prior to joining
Chelsfield Group in 2011, Mr Wise worked for a number of private
and publicly quoted property companies, working on property
throughout Western Europe and the UK.
David Gibbs was the Managing Partner of Sunrise Brokers, an
inter dealer brokerage which employed 200 people in London, New
York and Hong Kong, from 2005 to 2017. It was sold to BGC Cantor
Fitzgerald in 2016. He is currently a director of Envy Post
Production Limited, Chelsfield Capital LLP and Chelsfield Retech
Investments Limited.
Full details required by schedule 2(g) of the AIM Rules will be
provided in due course, and subject to the FCA controller
approval.
The net proceeds from the Placing would be used by the Company
to fund the organic growth in business which the close commercial
tie with Elliott Bernerd is expected to bring to Fletcher King in
the field of commercial property. The proposed investment announced
today is intended to bring about a close working relationship
whereby Elliott Bernerd will introduce to Fletcher King new
projects, advisory assignments and funds under Fletcher King
management for the benefit of all shareholders. The Company in turn
will bring its expertise as the international property market
returns to a growth trajectory in the wake of the Covid-19
pandemic.
Subject to the completion of the acquisition by CM Strategic 613
Limited of the Sale Shares and subscription for the Placing Shares
, Elliott Bernerd will indirectly control the exercise of voting
rights in respect of approximately 29.99 per cent. of the enlarged
issued share capital of the Company. Accordingly, a relationship
agreement will be entered into between the Company, Cairn Financial
Advisers LLP (as the Company's nominated adviser), Elliott Bernerd
and CM Strategic 613 Limited to ensure that the Company is able to
carry out its business independently of Elliott Bernerd and CM
Strategic 613 Limited.
David Fletcher, Chairman, comments: "Subject to the Placing and
FCA controller approval, my Board and I are delighted to welcome
Elliott Bernerd as a substantial shareholder in the Company. It has
been our wish for some time to have a significant shareholder who
would help the expansion of our business and assist us in acquiring
new clients and projects. Elliott and I have known each other since
the early years of our careers. His expertise, vast experience and
contacts throughout the world will be, I am sure, of great value to
the Company and its shareholders."
The Placing
Subject to the Placing proceeding, the Placing Shares will be
allotted subject only to the FCA controller approval and admission
to trading on AIM ("Admission"). Admission is expected to take
place as soon as practicable following receipt of the FCA
controller approval. The Placing Shares would in aggregate
represent 10.17 per cent. of the enlarged issued share capital of
Fletcher King. The total enlarged issued share capital of Fletcher
King following Admission would be 10,252,209 Ordinary Shares.
A further announcement will be made in due course.
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation and the Directors of the Company
are responsible for the release of this announcement.
Enquiries
Fletcher King plc
David Fletcher / Peter Bailey
Tel: 0207 493 8400
Cairn Financial Advisers LLP
James Caithie / Liam Murray
Tel: 020 7213 0880
Forward Looking Statements
This announcement contains forward-looking statements relating
to expected or anticipated future events and anticipated results
that are forward-looking in nature and, as a result, are subject to
certain risks and uncertainties, such as general economic, market
and business conditions, new legislation, uncertainties resulting
from potential delays or changes in plans, uncertainties regarding
the Company's ability to execute and implement future plans, and
the occurrence of unexpected events. Actual results achieved may
vary from the information provided herein as a result of numerous
known and unknown risks and uncertainties and other factors.
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END
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October 04, 2021 02:00 ET (06:00 GMT)
Fletcher King (LSE:FLK)
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