TIDMFUL
RNS Number : 9520M
Fulham Shore PLC (The)
24 September 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR"),
WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018.
IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
The Fulham Shore Plc
("Fulham Shore ", the "Company" or "Group")
Exercise of Options and Proposed Secondary Placing
The Board of Fulham Shore (the "Board") announces that it has
been informed by employees, including certain Directors, of their
intention to exercise options over Ordinary Shares in the Company
(the "Options"). These employees intend to subsequently sell the
Ordinary Shares issued pursuant to the Option exercises at a price
of 18 pence per share ("Placing Price") by way of an accelerated
bookbuild. In addition, a further 9.5 million Ordinary Shares will
be sold at the Placing Price by other shareholders of the
Company.
Exercise of Options
In total, 17,187,829 Options over new ordinary shares of 1p each
in the Company ("Ordinary Shares") will be exercised by employees
including certain Directors. All the Options were either granted
pursuant to the Company's EMI Share Option Plan or Unapproved Share
Option Plan in 2014 or the Company Share Option Plan ("CSOP") in
2018.
Of these exercised Options, 13,804,987 options will be
net-settled pursuant to the amendments to the Unapproved Share
Option Plan announced by the Company on 22 February 2021 and will
result in the issue of 9,991,457 new Ordinary Shares.
The Options to be exercised by certain Directors as follows:
Name Option Scheme No. of Options Exercise Net-settled
Exercised Price (GBP) Shares
to be Admitted
NAG Mankarious Unapproved 1,647,256 0.06 1,192,213
--------------- --------------- ------------- -----------------
DM Page EMI 3,332,842 0.06 3,332,842
--------------- --------------- ------------- -----------------
Unapproved 1,647,256 0.06 1,192,213
-------------------------------- --------------- ------------- -----------------
NJ Donaldson Unapproved 4,980,098 0.06 3,604,381
--------------- --------------- ------------- -----------------
NCW Wong Unapproved 2,205,242 0.06 1,596,060
--------------- --------------- ------------- -----------------
MA Chapman Unapproved 3,325,135 0.06 2,406,590
--------------- --------------- ------------- -----------------
TOTAL 17,137,829 13,324,299
--------------- ------------- -----------------
Following the exercise of options detailed above, the Company
will have a total of 32,332,577 options over new Ordinary Shares
outstanding under share option schemes, equivalent to 5.1% of the
enlarged issued share capital of the Company.
Placing
The employees, including certain Directors, have indicated their
intention to sell a total of 13,374,299 Ordinary Shares that will
be issued pursuant to the Option exercises as detailed above at the
Placing Price. In addition, certain other shareholders including
Jawaid Akhtar, Franco Manca Operations Director, a person
disclosing managerial responsibilities ("PDMR"), intend to sell a
minimum of 9.5 million shares at the Placing Price. In aggregate, a
total of 22.88 million Ordinary Shares are available for purchase
(the "Placing Shares") equating to approximately 3.69% of the
current issued share capital of the Company.
The details of these intended Option exercises and sales and the
impact on the Directors' interests in the share capital of the
Company are as follows:
Current Resultant
% of Enlarged
ISC (post Share
Name Shareholding % of ISC Shareholding option exercise)
------------- --------- ------------- ------------------
NAG Mankarious 116,879,434 18.8% 116,879,434 18.5%
------------- --------- ------------- ------------------
DM Page 83,515,120 13.5% 83,515,120 13.2%
------------- --------- ------------- ------------------
NJ Donaldson 14,998,573 2.4% 14,998,573 2.4%
------------- --------- ------------- ------------------
NCW Wong 12,388,449 2.0% 12,388,449 2.0%
------------- --------- ------------- ------------------
MA Chapman 1,086,818 0.2% 1,086,818 0.2%
------------- --------- ------------- ------------------
DAL Gunewardena 774,545 0.1% 774,545 0.1%
------------- --------- ------------- ------------------
TOTAL 229,642,939 37.0% 229,642,939 36.2%
------------- --------- ------------- ------------------
The Placing will have the benefit of increasing Fulham Shore's
free float whilst allowing the Directors to remain closely aligned
with the interests of other shareholders. Fulham Shore will not
receive any proceeds from the Placing.
Singer Capital Markets Securities Limited ("Singer Capital
Markets") is acting as sole bookrunner. The bookbuild will commence
with immediate effect following this announcement. A further
announcement detailing the results of the Placing will be made upon
completion.
The Placing is subject to demand and prevailing market
conditions. The final number of Placing Shares to be placed will be
agreed at the close of the bookbuild process, and the results of
the Placing will be announced as soon as practicable thereafter.
The timings for the close of the bookbuild process and allocations
are at the absolute discretion of Singer Capital Markets.
The proceeds of the Placing are payable in cash and will have
varying settlement dates depending on the Ordinary Shares
purchased. 12,747,769 Placing Shares will be settled on a T+5 basis
and 10,135,564 Placing Shares will be settled on a T+12 basis.
For further information, please contact:
The Fulham Shore PLC www.fulhamshore.com
David Page / Nick Wong Via Hudson Sandler
Singer Capital Markets (Nominated Adviser
& Broker)
Shaun Dobson / James Moat / Kailey Aliyar
/ Hannah Woodley +44 (0) 20 7496 3000
Hudson Sandler - Financial PR fulhamshore@hudsonsandler.com
Alex Brennan / Lucy Wollam Telephone: 020 7796
4133
Notes for editors
Information on The Fulham Shore PLC
Fulham Shore owns and operates "The Real Greek" ( www.therealgreek.com ) and "Franco Manca" (
www.francomanca.co.uk ) restaurants.
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.
The Real Greek
Since its foundation in London in 1999, The Real Greek group has
grown steadily, now offering modern Greek cuisine in 20 restaurants
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 55
restaurants, primarily in London, but also with restaurants across
the UK (e.g. Edinburgh, Glasgow, Manchester, Leeds, Cambridge,
Bath, Oxford, Bristol and Exeter).
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.
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
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