THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN PARSLEY BOX GROUP IN ANY JURISDICTION.
Parsley Box Group plc
("Parsley Box" or the "Company")
Result of General Meeting,
PDMR/Director Dealing
and
Total Voting Rights
Parsley Box Group plc (AIM: MEAL), the direct to consumer provider of ready meals focused on the Baby Boomer+ demographic, announces that at the General Meeting held earlier today, the Resolutions proposed were duly passed by shareholders.
The resolutions put to the General Meeting were voted on by way of a show of hands. Each shareholder, present in person or by proxy, was entitled to one vote per share held.
Proxies received in respect of the Resolutions were as follows:
Resolution Number |
Votes For |
Votes Discretionary |
% Votes Cast* |
Votes Against |
% Votes Cast |
Votes Withheld |
% of ISC Voted |
1 |
14,028,674 |
4,640,034 |
99.98 |
2,969 |
0.02 |
2,327 |
44.18 |
2 |
14,027,674 |
4,640,034 |
99.98 |
4,368 |
0.02 |
1,928 |
44.18 |
*includes votes for and votes discretionary
Accordingly, the Company has raised total gross proceeds of approximately £6.07 million from the Fundraising and Open Offer and has allotted a total of 30,326,619 New Ordinary Shares.
It is expected that admission of 27,957,799 New Ordinary Shares will become effective at 8.00 a.m. on 31 March 2022 (the "First Admission") with admission of the remaining 2,368,820 New Ordinary Shares becoming effective at 8.00 a.m. on 6 April 2022 (the "Second Admission"). Following the First Admission, the Company will have 70,227,692 Ordinary Shares of 1p in issue each with equal voting rights. No shares are held in treasury. Following the Second Admission, the Company will have 72,596,512 Ordinary Shares of 1p in issue each with equal voting rights. No shares are held in treasury.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest, or a change to their interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.
The full text of the resolutions can be found in the Notice of General Meeting set out in the shareholder Circular published by the Company on 14 March 2022 which is available on the Company's website https://corporate.parsleybox.com/ .
Unless otherwise defined, terms in this announcement shall have the same meanings as those defined in the Proposed Fundraising and Open Offer announcement issued on 10 March 2022.
Director Dealing
The following Directors have participated in the Fundraising and their resultant holdings are detailed in the table below:
Director |
Board Position |
Number of Fundraising Shares at the Issue Price |
Amount (£) |
Resultant holding |
% of total voting rights following the First Admission |
% of total voting rights following the Second Admission |
Chris van der Kuyl1 |
Non-Executive Chairman |
9,381,250 |
£1,876,250 |
13,904,465 |
19.8 |
19.2 |
Kevin Dorren2 |
Chief Executive Officer |
5,500,000 |
£1,100,000 |
11,023,081 |
15.7 |
15.2 |
Chris Britton |
Non-Executive Director |
125,000 |
£25,000 |
277,439 |
0.4 |
0.4 |
Holly McComb |
Chief Financial Officer |
125,000 |
£25,000 |
125,000 |
0.2 |
0.2 |
Ana Stewart |
Non-Executive Director |
100,000 |
£20,000 |
160,976 |
0.2 |
0.2 |
1 Chris van der Kuyl is a director and shareholder of, and exercises significant control over 4J Studios Limited. 4J Studios Limited's participation is included within the disclosure of Chris van der Kuyl's participation in the Fundraising.
2 Kevin Dorren is a director and shareholder (60.65%) of, and exercises significant control over Move Fresh Limited, (the parent company of Diet Chef Limited). Move Fresh Limited's participation is included within Kevin Dorren's participation in the Fundraising.
Enquiries:
Parsley Box |
|
Holly McComb, CFO
|
Tel: 0131 608 1990
|
FinnCap (Nominated Adviser and Broker)
Matt Goode/ Charlie Beeson (Corporate Finance) Tim Redfern/Charlotte Sutcliffe (ECM)
|
Tel: 020 7220 0500
|
Notes to editors:
Parsley Box delivers ready meals direct to the underserved Baby Boomer+ consumer, broadly defined as those aged 60 and over. Its mission is to champion and empower the over 60s. The core product range comprises over 60 single portion sized meals spanning various cuisines.
The Baby Boomer+ demographic is growing rapidly; it represented c.24 per cent. of the UK population (16.2 million people) in 2019 and is the only age demographic that is forecast to grow materially in the next 10 years (source: Government Office for Science, Future of an Ageing Population). Parsley Box was founded in March 2017 to specifically target this highly attractive fast-growing market.
Notification of transactions of persons discharging managerial responsibilities and persons closely associated with them
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||||||||||||||||||||||
a)
|
Name
|
1) Chris Van Der Kuyl 2) 4J Studios Limited 3) Kevin Dorren 4) Move Fresh Limited 5) Chris Britton 6) Holly McComb 7) Ana Stewart |
||||||||||||||||||||||||
2 |
Reason for the notification |
|||||||||||||||||||||||||
a)
|
Position/status
|
1) Non-Executive Chairman 2) Person closely associated with Chris van der Kuyl, Non-Executive Chairman - a company in which he is a director and shareholder (alongside his connected persons) and over which he exercises significant control 3) Chief Executive Officer 4) Person closely associated with Kevin Dorren, Chief Executive Officer - a company in which he is a director and shareholder (alongside his connected persons) and over which he exercises significant control 5) Non-Executive Director 6) Non-Executive Director 7) Non-Executive Director
|
||||||||||||||||||||||||
b) |
Initial notification /Amendment |
Initial Notification |
||||||||||||||||||||||||
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||||||||||||||||||||
a) |
Name |
Parsley Box Group plc |
||||||||||||||||||||||||
b) |
LEI |
21380011BEY3JSQ3AU68 |
||||||||||||||||||||||||
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 0.01 each ("Shares")
GB00BNK9TZ56 |
||||||||||||||||||||||||
b) |
Nature of the transaction |
Purchase of Shares |
||||||||||||||||||||||||
c)
|
Price(s) and volume(s)
|
|
||||||||||||||||||||||||
d) |
Aggregated information -Aggregated volume - Price |
N/A - single transaction for each Director or PCA
|
||||||||||||||||||||||||
e) |
Date of the transaction |
30 March 2022 |
||||||||||||||||||||||||
f) |
Place of the transaction |
London Stock Exchange (AIM) |