Results of Placing and Notice of General Meeting

Various Eateries PLC

06 December 2023

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Various Eateries plc

("Various Eateries", the "Company" or the "Group")

Result of Placing

Conditional Conversion of Debt Into Equity

PDMR Trading

Conditional New Facility Agreement

Proposed New Options

Notice of General Meeting

Various Eateries plc (AIM:VARE) confirms further to its announcement of 7.00 a.m. (London time) on 6 December 2023 (the "Announcement"), that it has successfully closed the Placing.

Result of Conditional Placing

Subject to the satisfaction of the conditions referred to below, the Placing has raised, in aggregate, gross proceeds of £10.1 million (c£9.7m net proceeds) through the placing of 40,400,000 Ordinary Shares (the "Placing Shares") with certain institutional and other investors at a price of 25 pence per share (the "Placing Price"). The Holdings of shareholders who do not participate in the Placing will be diluted by 50.8 per cent as a result of the placing.

The Placing is not being underwritten and is conditional, inter alia, upon:

a)     the passing, without amendment, of the Resolutions, including the Rule 9 Waiver Resolution at the General Meeting;

b)    the execution of the Conversion documents, and the Conversion documents not having been terminated in accordance with their terms prior to Admission

c)     Admission becoming effective by no later than 8.00 a.m. on 27 December 2023 (or such other time and/or date, being no later than 8.00 a.m. on 31 January 2024, as the Placing Agent and the Company may agree);

d)    the other conditions in the Placing Agreement being satisfied or (if applicable) waived; and

e)    the Placing Agreement not having been terminated in accordance with its terms prior to Admission.

Conversion

The Company confirms that, as set out in the announcement of earlier today, it has, through its wholly owned subsidiary, Various Eateries Trading Limited, now executed, conditional on completion of the Placing and on shareholder approval at the upcoming General Meeting, Conversion documents to convert the following indebtedness:

·      a Deep Discounted Bond issued to Friends Provident on 15 April 2023 with a nominal value of £10,801,509 and maturing on 15 April 2024; which is to convert at the Placing Price. If the Conversion completes the Company will issue to Friends Provident (which operates on an execution only basis on the sole instruction of Hugh Osmond) 43,206,036 Ordinary Shares (the "First Conversion Shares"); and

·      a Secured Loan Agreement under which there is outstanding principal amount of £392,337 owed to Anella Limited, due to be repaid on 15 April 2024, and £215,351 owed to TDR Capital Limited, which is to convert at the Placing Price. If the Conversion completes the Company will issue to Anella Limited (a company owned and controlled by Andy Bassadone) 1,569,248 Ordinary Shares and 861,404 Ordinary Shares to TDR Capital (a total of 2,430,752 Ordinary Shares (the "Second Conversion Shares")).

The accrued interest on the indebtedness under the Secured Loans Agreement is intended to be settled in cash from existing cash resources. On the Latest Practicable Date the amount of this accrued interest was £9,820.06.

Use of Proceeds

As set out in the Announcement, the Company has ambitious roll out plans over the next 18 months with plans for up to 10 new Noci sites and up to 3 new Coppa Club sites, including Cardiff and Farnham. The Company already has a commitment to open the Cardiff and Farnham Coppa Club sites during calendar year 2024 and a further site is to be identified and sourced, likely within the south of England. The Placing Proceeds will also be utilised for the costs of these transactions and for working capital purposes.

The Conversion is considered, by the Independent Directors, to be of strategic importance to the future of the Company because of the uncertainty with regards to the Company's ability to repay the associated debt. The indebtedness under the Deep Discounted Bond is a material sum for the Company, and it matures in April 2024. There is no certainty that the holder of the Deep Discount Bond would extend the repayment terms; that the Group would have the relevant funds to be able to repay it at the time it matures or that the Group would be able to source a relevant debt refinancing or fundraising of the required amount, if necessary.

The capitalisation of the indebtedness under the Deep Discount Bond and the Secured Loan Agreement gives the Directors certainty as to the Group's ability to repay this indebtedness and comfort that the indebtedness can be repaid without a material cash outflow.

As set out above, if the Company is unable to implement the Placing and Conversion, the Board believes it may reduce the Company's ability to complete its planned capital expenditure and therefore may have a material adverse effect on the Company's business, financial condition, results of operations and/or prospects.

PDMR and Substantial Shareholder Participation in the Placing and Conversion

The Company has been notified of the following participants in the Placing and the Conversion (conditional on, amongst other matters, shareholder approval in the upcoming General Meeting):

Name	Role	Ordinary Shares Subscribed for in the Placing (at 25p)	Ordinary Shares subscribed for in the Conversion	Original holding prior to the Placing and the Conversion	Total Holding if the Placing and the Conversion progress:	Percentage holding of the Enlarged Issued Capital if the Placing and Conversion progress
Hugh Osmond	Non-Executive Director	23,500,000*	43,206,036*	41,616,859**	108,322,895	61.88%
Andy Bassadone	Executive Chairman	430,652***	1,569,348***	2,045,246***	4,045,246	2.31%
Canaccord Genuity	Substantial Shareholder	12,000,000	n/a	18,505,535	30,505,535	17.43%

* issued to Friends Provident (which operates on an execution only basis on the sole instruction of Hugh Osmond)

**37,436,256 Ordinary Shares are held by Xercise2 Limited, a company controlled by Hugh Osmond; 3,174,603 Ordinary Shares are held by The Great House at Sonning Limited, a company controlled by Hugh Osmond; and 1,006,000 Ordinary Shares are held by Hugh Osmond's family members.

*** issued to Anella Limited, a company owned and controlled by Andy Bassadone.

Participation by Hugh Osmond and his affiliated person(s)

Hugh Osmond, Xercise2 Limited, The Great House at Sonning Limited, Lucy Potter, The Children of Hugh Osmond, Friends Provident, Tiffany Sword and Osmond Capital Limited Connected Persons are considered by the Panel to be acting in concert in respect of the Company and are interested in shares which carry 47.2 per cent. of the Company's voting rights. Assuming that the Placing and Conversion is completed, and assuming that no person exercises any options or other rights to subscribe for Ordinary Shares, as at Admission Hugh Osmond and members of his Concert Party would be interested in Ordinary Shares carrying 50 per cent. or more of the Company's voting rights. Ordinarily, the acquisition by any member of a concert party of an interest in shares as a result of the Rule 9 Waiver Proposal which increases the percentage of shares carrying voting rights in which such member is interested to 30 per cent. or more would result in the members of the concert party having to make a mandatory offer under Rule 9 of the Takeover Code.

Pursuant to the Placing, Friends Provident (a company that operates on an execution only basis on the sole instruction of Hugh Osmond) has agreed that it will subscribe for 23,500,000 Placing Shares. Accordingly, assuming such participation in, and following completion of, the Placing and Conversion, Hugh Osmond and members of his Concert Party would be interested (for the purpose of the Takeover Code) in Ordinary Shares carrying more than 30 per cent. of the Company's voting share capital (from a shareholding of less than 50 per cent. of the Company's voting share capital) which would ordinarily result in Hugh Osmond and members of his Concert Party having to make a mandatory offer under Rule 9 of the Takeover Code.

The Panel has been consulted and has agreed, subject to the passing of the Rule 9 Waiver Resolution by the Independent Shareholders on a poll at the General Meeting, to waive the obligation of Hugh Osmond and members of his Concert Party to make a mandatory offer for the ordinary shares in the capital of the Company not already owned by them which would otherwise arise following completion of the Proposals. Accordingly, the Company is proposing the Rule 9 Waiver Resolution to seek the approval of Independent Shareholders to the Rule 9 Waiver Resolution.

In the event that the Rule 9 Waiver Resolution is approved, and on the assumption that the Placing and Conversion are completed, that Friends Provident receive the maximum amount cited above, and that no person exercises any options or other rights to subscribe for Ordinary Shares or New Ordinary Shares, as at Admission, Hugh Osmond and members of his Concert Party would be interested in 62.1 per cent. of the Company's voting share capital.

In addition, Hugh Osmond and members of his Concert Party will not be restricted from making a subsequent offer in the future for the Company in the event that the Rule 9 Waiver Proposal is approved by Independent Shareholders and the Transactions take place.

Deep Discounted Bond Facility Agreement

The Company confirms that today, VEL Property Holdings Limited, a subsidiary of the Company, has entered into a conditional DDB Facility Agreement with Xercise 2 Limited, a company owned and controlled by Hugh Osmond. Under the terms of the DDB Facility Agreement, VEL Property Holdings Limited would be able to draw down up to £3,018,769, at a rate of 5% above Bank of England Base rate for a period of 15 months, for the purpose of redeeming the deep discounted bond issued by VEL Property Holdings Limited to Friends Provident (which operates on an execution only basis on the sole instruction of Hugh Osmond). The details of this deep discounted bond are set out in the Company's announcement of 18 July 2023. This deep discounted bond has a redemption date of 14 January 2024. In the event that the Company cannot refinance this deep discounted bond, it is intended that the DDB Facility Agreement would provide comfort that it can be repaid.

Issue of Options

The Directors believe that it is important for the success and growth of the Company to employ highly motivated personnel and that equity incentives are available to attract, retain and reward staff.

The Company currently has outstanding options over 4,468,238 Ordinary Shares issued to its directors and management team. These include options over 642,857 Ordinary Shares granted to Sharon Badelek (see announcement dated 5 April 2023) and 300,000 options granted to Tiffany Sword, respectively. Additionally, there are joint share ownership arrangements (JSOP) in place with Andy Bassadone and Matt Fanthorpe, which have been in place since the Company's IPO. Following completion of the Placing and Conversion, it is intended that all current options and JSOP arrangements will be cancelled save for options over 1,290,262 ordinary shares, as detailed in the table below.

Following the cancellation, the Company intends to issue new options, also conditional on the completion of the Placing and Conversion, in respect of 13,483,180 Ordinary Shares to certain directors and employees of the Company on the following terms:

·      All options will vest in three tranches over three years, with each tranche being exercisable at a 10% uplift to the previous exercise price (the starting price being the higher of the placing price plus 10% or market value);

·      The options are conditional on the recipient remaining an employee of VARE at the time of exercise; and

·      Once vested, and subject to the employment condition, the options can be exercised at any time between 3 and 10 years from the date of grant.

The details of the new and existing options are set out in the table below:

Name	Position Held	No. of existing options over Ordinary Shares retained	No. of new options over Ordinary Shares granted	Total options held post-Admission
Andy Bassadone	Executive Chairman	Nil	1,428,571	1,428,571
Sharon Badelek	Chief Financial Officer	642,857	2,857,143	3,500,000
Tiffany Sword	Non-Executive Director	Nil	1,000,000	1,000,000
John Gripton	An employee of the Company and a member of the Concert Party	n/a	500,000	500,000
Rebecca Tooth	Managing Director, Coppa Club	n/a	2,500,000	2,500,000
Matt Fanthorpe	Culinary Director	Nil	1,000,000	1,000,000
Other employees		647,405	4,197,466	4,844,871
TOTAL		1,290,262	13,483,180	14,773,442

The Company intends to utilise the shares currently held by the Company's Employee Benefit Trust, (being 6,866,173 Ordinary Shares) to part satisfy the issue of these new options, with the balance being issued from new equity.

Related Party Transactions

As Hugh Osmond is a director and, indirectly, a substantial shareholder in the Company, the participation by Friends Provident (which operates on an execution only basis on the sole instruction of Hugh Osmond) in the Placing and the Conversion, constitutes a related party transaction for the purpose of Rule 13 of the AIM Rules of Companies. The Directors of the Company, excluding Hugh Osmond, Sharon Badelek, Tiffany Sword and Andy Bassadone who are not considered independent for the purposes of this opinion, consider having consulted with WH Ireland, the Company's nominated adviser, that the terms of the participation in the Placing and the Conversion by Friends Provident is fair and reasonable in so far as Shareholders are concerned.

As Hugh Osmond is a director and, indirectly, a substantial shareholder in the Company, the execution of the DDB Facility Agreement with Xercise2 Limited (a company owned and controlled by Hugh Osmond) constitutes a related party transaction for the purpose of the AIM Rules. The Directors of the Company, excluding Hugh Osmond, Sharon Badelek, Tiffany Sword and Andy Bassadone who are not considered independent for the purposes of this opinion, consider having consulted with WH Ireland, the Company's nominated adviser, that the terms of the DDB Facility Agreement are fair and reasonable in so far as Shareholders are concerned.

As Andy Bassadone is a director of the Company, the participation by Anella Limited (a company owned and controlled by Andy Bassadone) in the Placing and the Conversion constitutes a related party transaction for the purpose of the AIM Rules. The Directors of the Company excluding Hugh Osmond, Sharon Badelek, Tiffany Sword and Andy Bassadone who are not considered independent for the purposes of this opinion, consider having consulted with WH Ireland, the Company's nominated adviser, that the terms of the participation in the Conversion and the Placing by Anella Limited is fair and reasonable in so far as Shareholders are concerned.

As Canaccord Genuity Wealth Management is a substantial shareholder in the Company, the allotment and issue of the Placing Shares constitutes a related party transaction for the purpose of the AIM Rules. The Directors of the Company, excluding Hugh Osmond, Sharon Badelek, Tiffany Sword and Andy Bassadone who are not considered independent for the purposes of this opinion, consider having consulted with WH Ireland, the Company's nominated adviser, that the terms of the participation in the Placing by Canaccord Genuity Wealth Management is fair and reasonable in so far as Shareholders are concerned.

The issue of options over Ordinary Shares, as set out in the Options section above, constitutes a related party transaction for the purpose of the AIM Rules. The Directors of the Company, excluding Hugh Osmond, Sharon Badelek, Tiffany Sword and Andy Bassadone who are not considered independent for the purposes of this opinion, consider having consulted with WH Ireland, the Company's nominated adviser, that the issue of options is fair and reasonable in so far as Shareholders are concerned.

Irrevocable Undertakings to vote in favour of the resolutions

Glyn Barker and Gareth Edwards, being Independent Directors, and Compound together hold, or are able to control the voting in respect of, 7,141,426 Ordinary Shares and, of which, Compound holds, or is able to control the voting in respect of, 6,863,649 Ordinary Shares. Compound is considered by the Board to be an Independent Shareholder as it is neither a member of the Concert Party nor a Placing Participant. The 7,141,426 Ordinary Shares that Glyn Barker, Gareth Edwards and Compound hold, or are able to control the voting in respect of, represent approximately 31.9 per cent. of the Ordinary Shares expected to be entitled to vote on the Rule 9 Waiver Resolution. Glyn Barker, Gareth Edwards and Compound have irrevocably undertaken to vote in favour of the Rule 9 Waiver Resolution.

Shareholders which together hold, or are able to control the voting in respect of, Ordinary Shares representing approximately 38.6 per cent. of the Ordinary Shares expected to be entitled to vote on the Rule 9 Waiver Resolution, have irrevocably undertaken to vote in favour of the Rule 9 Waiver Resolution.

In addition, Shareholders which together hold, or are able to control the voting in respect of, Ordinary Shares representing approximately 57.7 per cent. of the Existing Ordinary Shares, have irrevocably undertaken to vote in favour of the other Resolutions.

Recommendation

The Independent Directors, who have been so advised by WH Ireland Limited, consider the Rule 9 Waiver Proposals to be fair and reasonable and in the best interests of the Shareholders and the Company as a whole. In providing advice to the Directors, WH Ireland Limited has taken into account the Directors' commercial assessments.

In addition, the Directors consider that all of the Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of all the Resolutions as the Independent Directors have irrevocably undertaken to do in respect of their entire beneficial holdings, amounting in aggregate to 277,777 Ordinary Shares, representing approximately 0.3 per cent. of the votes the Ordinary Shares have in relation all of the Resolutions and as the Directors (other than the Independent Directors) have irrevocably undertaken to do in respect of their entire beneficial holdings, amounting in aggregate to 42,717,906 Ordinary Shares, representing approximately 48.0 per cent. of the votes the Ordinary Shares have in respect of the Resolutions (other than the Rule 9 Waiver Resolution).

Notice of General Meeting

The Company announces that it will shortly despatch the Shareholder Circular and Notice of General Meeting to Shareholders. The Directors confirm they are to convene a general meeting of the Company at 10 am on 22 December 2023 at the offices of WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR. The Shareholder Circular and Notice of General Meeting will be available on the Company's website https://www.variouseateries.co.uk/ from today.

Commenting, Andy Bassadone, Executive Chairman said: "We are delighted with the support shown by new and existing shareholders in this fundraise for the Various Eateries roll out strategy. The landscape post Covid has presented market dynamics which we cannot ignore, with the availability and commercials of sites being in our favour and changes in consumer behaviour that play to our brands. Building on this favourable landscape, we have an established platform and team in place plus a long track record of delivery.

The appetite for high quality food and a great experience remains and we look forward to the expansion of our footprint, with our successful Coppa Club and Noci brands, over the next 18 months. "

Admission and Total Voting Rights

Subject to all resolutions being passed at the General Meeting, application will be made to the London Stock Exchange for admission of the Placing Shares, the First Conversion Shares and the Second Conversion Shares (a total of 86,036,788 Ordinary Shares (the "New Ordinary Shares") to trading on AIM. It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence on AIM at 8.00 a.m. on or around 27 December 2023 (or such later date as may be agreed between the Company and the Bookrunner, but no later than 31 January 2024).

The New Ordinary Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.

Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 175,045,265 with voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company's share capital pursuant to (i) the Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the London Stock Exchange plc as amended from time to time.

Capitalised terms used but not otherwise defined in this announcement shall have the meanings ascribed to such terms in Appendix II of the Announcement, unless the context requires otherwise.

For further information, please contact:

Various Eateries plc		Via Alma PR
Andy Bassadone	Executive Chairman
WH Ireland Limited	Sole Broker and NOMAD	Tel: [phone]
Broking   Harry Ansell
Nominated Adviser  Katy Mitchell
Darshan Patel Isaac Hooper
Alma PR	Financial PR	Tel: [phone]
David Ison		[e-mail]
Rebecca Sanders-Hewett

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Friends Provident International
2	Reason for the notification
a)	Position/status	PCA of Hugh Osmond
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Various Eateries plc
b)	LEI	213800SWZ6W3RNE32B76
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	Issue of Placing Shares ISIN: GB00BM9BZK23
b)	Nature of the transaction
c)	Price(s) and volume(s)	Price No. of shares 25p 23,500,000
d)	Aggregated information - Aggregated volume - Price	23,500,000 25p
e)	Date of the transaction	06 December 2023
f)	Place of the transaction	XLON

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Friends Provident International
2	Reason for the notification
a)	Position/status	PCA of Hugh Osmond, director of the Company
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Various Eateries plc
b)	LEI	213800SWZ6W3RNE32B76
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	Conversion of Debt to Equity ISIN: GB00BM9BZK23
b)	Nature of the transaction
c)	Price(s) and volume(s)	Price No. of shares 25p 43,206,036
d)	Aggregated information - Aggregated volume - Price	43,206,036 25p
e)	Date of the transaction	06 December 2023
f)	Place of the transaction	Off market.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Anella Limited
2	Reason for the notification
a)	Position/status	PCA of Andy Bassadone, Director of the Company
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Various Eateries plc
b)	LEI	213800SWZ6W3RNE32B76
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	Issue of Placing Shares ISIN: GB00BM9BZK23
b)	Nature of the transaction
c)	Price(s) and volume(s)	Price No. of shares 25p 430,652
d)	Aggregated information - Aggregated volume - Price	430,652 25p
e)	Date of the transaction	06 December 2023
f)	Place of the transaction	XLON

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Anella Limited
2	Reason for the notification
a)	Position/status	PCA of Andy Bassadone, Director of the Company
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Various Eateries plc
b)	LEI	213800SWZ6W3RNE32B76
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	Conversion of Debt to Equity ISIN: GB00BM9BZK23
b)	Nature of the transaction
c)	Price(s) and volume(s)	Price No. of shares 25p 1,569,348
d)	Aggregated information - Aggregated volume - Price	1,569,348 25p
e)	Date of the transaction	06 December 2023
f)	Place of the transaction	Off market

 

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