FSH FishWorks

RNS Number:0597R
FishWorks plc
09 February 2007


For Immediate Release
9 February 2007

FishWorks plc

("FishWorks" or "the Company")


*    Firm subscription of 4,848,200 ordinary shares for #290,892
*    Conditional subscription of 20,151,800 ordinary shares for #1,209,108
*    Conditional placing of 16,666,667 ordinary shares for #1,000,000
*    New Chairman and Finance Director to be appointed
*    Current trading update

FishWorks plc (AIM:FSH), announces that it has placed 4,848,200 new ordinary
shares of 1p  each in the Company ("Ordinary Shares") representing in aggregate
approximately 12.9 per cent of the then enlarged issued share capital of the
Company at a price of 6p each with Gary Ashworth and Luke Johnson in equal
proportion ("Firm Subscription") to raise #290,892.

In addition, the Company is proposing to raise a further #1.2 million (before
expenses) through a conditional subscription with Gary Ashworth and Luke Johnson
("Conditional Subscription") and a further #1 million by way of a conditional
placing of Ordinary Shares by Arden Partners with existing and other
institutional investors ("Conditional Placing") in both cases at 6p per share.

It is anticipated that Gary Ashworth will be appointed Chairman of FishWorks
immediately following completion of the Conditional Subscription. It is also
anticipated that Chris Marsh will be appointed Finance Director at the same
time. In the intervening period, Chris Marsh will provide his general support
and services to the FishWorks' Board.

Gary Ashworth, (aged 46 years) is a founder and Chairman of InterQuest Group
plc, a fast growing specialist recruitment business quoted on AIM, with a
current market capitalisation of #46 million.  Prior to this, Gary Ashworth was
the founder of Abacus Recruitment plc, floated on AIM in September 1995. Gary
also is a founder of a small private restaurant group, Room Restaurants, which
offers unique and modern restaurants with bars, each styled in a contemporary
design, in Leeds, Manchester and Liverpool.

Chris Marsh (aged 32 years) is a qualified chartered accountant and tax
accountant who started his own commercial practice in 2001. He has worked as a
Finance Director at various leisure firms including a catering business.

Founder Mitch Tonks will continue as the Group Chief Executive. Non Executive
Directors, Nicholas Stanley and Tony Fisher, who have jointly chaired the
Company since the departure last November of Roy Morris, will remain as
Non-Executive Directors.

The Conditional Subscription and Conditional Placing are both conditional upon
Shareholders passing certain resolutions (the "Resolutions") relating to an
increase in the Company's authorised share capital, the granting to the
directors authority to allot shares and the dis-application of statutory
pre-emption rights (to be set out in a notice of Extraordinary General Meeting
("EGM") and to be sent to shareholders as soon as possible) and upon the
relevant Ordinary Shares to be issued under each fundraising being admitted to
trading on AIM.

In addition, the Conditional Subscription (but not the Conditional Placing) is
also conditional on shareholders' approval (at the EGM) to waive any obligations
to make a general offer for the Company which would otherwise apply to Messrs.
Ashworth and Johnson on completion of the Conditional Subscription (the "
Whitewash Resolution").

Application is being made to the London Stock Exchange plc ("LSE") for admission
of the Ordinary Shares issued pursuant to the Firm Subscription to trading on
AIM which is anticipated to occur on 16 February 2007. Following the completion
of the EGM, application will be made to the LSE for admission to trading on AIM
of the shares to be issued pursuant to the Conditional Placing and the
Conditional Subscription.

Following the Firm Subscription, the enlarged share capital of the Company will
comprise 37,469,831 ordinary shares with voting rights. Accordingly, the total
number of voting rights of 37,469,831 may be used by shareholders as the
denominator to determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FSA's Disclosure and
Transparency Rules.

Following the completion of the Conditional Subscription and the Conditional
Placing, the then enlarged share capital of the Company will comprise 74,288,298
ordinary shares with voting rights. Accordingly, after that time, the total
number of voting rights of 74,288,298 may be used by shareholders as the
denominator to determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FSA's Disclosure and
Transparency Rules.

Each of the Directors and Roy Morris have irrevocably undertaken (to the
Company, Arden and to Messrs. Ashworth and Johnson) to vote in favour of the
Resolutions in respect of an aggregate of 12,477,378 existing ordinary shares
representing approximately 33.3 per cent of the issued share capital following
completion of the Firm Subscription. In addition, both Gary Ashworth and Luke
Johnson have irrevocably undertaken to vote in favour of the Resolutions (other
than the Whitewash Resolution) in respect of the Ordinary  Shares to be issued
to them pursuant to the Firm Subscription and which, following completion of the
Firm Subscription will represent approximately 12.9 per cent of the issued share
capital.

The Conditional Placing shares are being placed for a total of #1 million
(before expenses) with clients of Arden Partners plc.

Current trading and reasons for the Placing

Trading in the first four months of the current financial year from 1st August
2006, both in terms of revenues and margins, has been adversely impacted due to
a number of factors, including management disruption, pricing and operational
issues. As announced by the Group on 24th January 2007, the Group has also
undergone a significant restructuring which will result in cost savings in the
region of #225,000 this year and on an ongoing basis each year of #650,000.
These savings, combined with the #2.5 million fundraising, will enable FishWorks
to focus on maximising the full potential of the Group.  The Board anticipates
in the light of these developments that the Group's results for financial year
ending 31st July 2007 will, on a continuing basis, be not less than breakeven
for the year, although further updates will be given to the market on the
progress of the business under the new management team and funding initiative.
This will all be monitored and reviewed by the new Finance Director.

The new funds being raised will be used to reduce the Group debt substantially
and provide funding to focus on the delivery and refinement of the existing
restaurants as well as providing funds to open new branches.

Placing Agreement

The Company has today entered into a placing agreement with Arden under the
terms of which Arden has agreed, as agent for the Company, to use its reasonable
endeavours to procure placees for 16,666,667 Ordinary Shares pursuant to the
Conditional Placing at the placing price of 6p per new share.  Completion of the
Conditional Placing is conditional upon the Resolutions (other than the
Whitewash Resolution) being passed at the EGM which is expected to occur on or
around 30 March 2007 (and in any event, no later than 30 April 2007).  A
Circular and notice of EGM is expected to be sent to shareholders shortly.

Commenting on the placing, Mitch Tonks, Chief Executive Officer said:

"This funding package, together with the strong experienced and proven
management team of Gary Ashworth and Chris Marsh, will give us firm financial
control and better operational management. Gary's significant experience in
running public companies and creating shareholder value will be a strong asset
for the Group and having access to the experience of Luke Johnson as well will
be invaluable in our future roll out. This will represent a new era in the story
of FishWorks. The FishWorks concept remains strong and, with our finances
reinforced, I am pleased that we can now focus on delivering the true potential
of the business. Management will continue to focus on the costs in the business.
I would like to take this opportunity to thank our shareholders for their
ongoing commitment and support in the FishWorks opportunity."

For further information please contact:

Mitch Tonks
Chief Executive Officer
FishWorks plc
Tel: 020 7822 0200

Richard Day
Arden Partners plc
Tel: 020 7398 1632

Emma Kane/
Sanna Lehtinen/ Ian Haworth
Redleaf Communications
Tel: 020 7822 0200


Gary Ashworth is also a director of the following companies:
Interquest Group PLC
Interquest (UK) Limited
SBS (UK) Limited
Insight Computer Recruitment Limited
Keel Haul Limited
JCC (UK) Limited
Genesis Computer Resources Limited
Maxridge Limited
F.J.B (Contracts) Limited
Adriatic Restaurant Limited
Peopleco Worldwide Limited
Test Match Solutions Limited
Sand Resources Limited
Sand Limited


Notes to Editors:

*     FishWorks was founded in 1994 by Mitchell Tonks.
*     FishWorks operates a chain of 12 seafood outlets, currently located in
      Bath, Bristol, Christchurch, Richmond and London (Battersea, Chiswick,
      Islington, Marylebone, Primrose Hill, Parsons Green, Notting Hill and 
      Chelsea), each of which provides a distinctive combination of seafood 
      restaurant, traditional fishmongers and cookery school.
*     The Company was listed on AIM in June 2005.
*     FishWorks also supplies fish and seafood to over 300 hotels and
      restaurants across the UK through its subsidiary, Channel Fisheries 
      Limited

Further information on FishWorks is available at the Company's website:
www.fishworks.co.uk

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

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