Completion of £5.9 million fundraising

RNS Number : 4274E

Parsley Box Group PLC

11 March 2022

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF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 SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN PARSLEY BOX GROUP PLC IN ANY JURISDICTION.

Parsley Box Group plc 

("Parsley Box" or the "Company")

Successful Completion of £5.9 million Placing and Subscription

Parsley Box Group plc (AIM: MEAL), the direct to consumer provider of ready meals focused on the Baby Boomer+ demographic, is pleased to announce the successful completion of the placing (the "Placing") and subscription (the "Subscription") (together, the "Fundraising") which was announced yesterday, raising aggregate gross proceeds of £5.9 million for the Company.  The new ordinary shares to be allotted pursuant to the Placing and Subscription are to be issued at an issue price of 20 pence per share (the "Issue Price").  The Company also announced details of an Open Offer to be made to Qualifying Shareholders to raise up to an additional £1.1 million (approximately) at the Issue Price (the "Open Offer").

Pursuant to the Fundraising, a total of 29,618,000 new ordinary shares of  1 pence each in the capital of the Company (the "Fundraising Shares") will be allotted to new and existing investors at the Issue Price. Up to a further 5,513,464 new ordinary shares may be issued pursuant to the Open Offer (the "Open Offer Shares"). 

The Fundraising and Open Offer is conditional on, amongst other matters, the passing of the Resolutions at the General Meeting. It is expected that the Fundraising and Open Offer will complete on or around 8.00 a.m. on 31 March 2022, being the expected date of Admission and that dealings in the Fundraising Shares and such number of Open Offer Shares as may be subscribed for will commence at that time. Up to 2,418,750 Fundraising Shares may be admitted to trading to AIM on 6 April 2022. The Fundraising and Open Offer is also conditional upon the Placing and Open Offer Agreement between the Company and finnCap becoming unconditional and not being terminated in accordance with its terms .  

A Circular convening the General Meeting at which the Resolutions will be proposed will be sent to Shareholders on or around 14 March 2022.

The Fundraising Shares represent 41.2 per cent. of the enlarged issued ordinary share capital of the Company (excluding any shares allotted pursuant to the Open Offer). The Issue Price represents a premium of 11.1  per cent. to the closing price of 18 pence on 9 March 2022.  The Fundraising is not underwritten.

The Fundraising Shares and the Open Offer Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares by reference to a record date falling after their issue.

Directors' participation in the Fundraising

The following Directors have participated in the Fundraising:

Director	Board Position	Amount (£)	Number of Fundraising Shares at the Issue Price
Chris van der Kuyl1	Non-Executive Chairman	£1,876,250	9,381,250
Kevin Dorren2	Chief Executive Officer	£1,100,000	5,500,000
Chris Britton	Non-Executive Director	£25,000	125,000
Holly McComb	Chief Financial Officer	£25,000	125,000
Ana Stewart	Non-Executive Director	£20,000	100,000

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.

Related Party Transaction

The Directors' aggregate participation in the Fundraising, as set out above, constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The Company's independent directors (being Hazel Cameron and Adrienne MacAulay) consider, having consulted with the Company's nominated adviser, finnCap, that the terms upon which the Directors are participating in the Fundraising are fair and reasonable insofar as the Company's shareholders are concerned.

General Meeting

The Circular containing a notice convening the General Meeting for  10:00 a.m. on 30 March 2022 will be posted to shareholders on or around 14 March 2022. 
 

Open Offer to Qualifying Shareholders

In order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the Fundraising, the Company intends to make an Open Offer to Qualifying Shareholders on the terms and conditions to be set out in the Circular. The Open Offer provides Qualifying Shareholders with the opportunity to subscribe at the Issue Price for an aggregate of up to 5,513,464  Open Offer Shares to raise up to approximately £1.1 million (before fees and expenses) for the Company, on the basis of:

3 Open Offer Shares for every 23 Ordinary Shares held as at the Record Date.

The Open Offer is conditional on the Placing becoming or being declared unconditional in all respects and not being terminated before Admission. Accordingly, if the conditions to the Placing (including the passing of the Resolutions) are not satisfied or waived (where capable of waiver), the Open Offer will not proceed.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, will be contained in the Circular, which shall be posted to Shareholders and made available on the Company's website, https://corporate.parsleybox.com/, on or around 14 March 2022.  A further announcement will confirm the posting of the Circular which will also be available on the Company's website. 

Capitalised terms in this announcement shall, unless the context demands otherwise, bear the meanings given to such terms in the announcement of the Fundraising made via RNS at 7:00 a.m. on 10 March  2022.

Timetable

	2022
Record Date for Entitlements Open Offer	6.00 p.m. 10 March
Announcement of Placing, Subscription and Open Offer	10 March
Ex-entitlement date for Open Offer	8.00 a.m. on 15 March
Publication and Posting of this document, Form of Proxy and, in respect of Qualifying non-CREST Shareholders, the Application Form	14 March
Posting of Form of Direction and, in respect of Qualifying non-CREST Shareholders, the Form of Instruction for Share Account participants	14 March
Open Offer Entitlements and Excess Open Offer Entitlement credited to CREST accounts for Qualifying Shareholders	8.00 a.m. on 16 March
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST	4.30 p.m. on 23 March
Recommended latest time and date for depositing Open Offer Entitlements into CREST	3.00 p.m. on 24 March
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 25 March
Latest time and date for receipt of Forms of Direction for Share Account participants for use at the General Meeting	10.00 a.m. on 25 March
Latest time and date for receipt of completed Forms of Instructions from persons who hold Existing Ordinary Shares in the Share Account and payment in full	5.00 p.m. on 25 March
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for use at the General Meeting	10.00 a.m. on 28 March
Latest time and date for receipt of completed Application Forms from Qualifying Non-CREST Shareholders and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 29 March
General Meeting	10.00 a.m. on 30 March
Announcement of result of the General Meeting and Open Offer	30 March
Admission and commencement of dealings in the New Ordinary Shares on AIM	8.00 a.m. on 31 March
New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST (uncertificated holders only)	8.00 a.m. on 31 March
Expected date of despatch of definitive share certificates for the New Ordinary Shares in certificated form (certificated holders only)	12 April
Longstop date	21 April

Notes:

1)  Each of the above times and/or dates is subject to change at the absolute discretion of the Company and finnCap. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.

2)  All of the above times refer to London time unless otherwise stated.

3)  All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting

Enquiries:

Parsley Box
Holly McComb, CFO	Tel: [phone]
finnCap (Nominated Adviser and Broker) Matt Goode/ Charlie Beeson (Corporate Finance) Tim Redfern/Charlotte Sutcliffe (ECM)	Tel: [phone]

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.

 

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