THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF CAKE BOX  HOLDINGS PLC OR OTHER EVALUATION OF ANY SECURITIES OF CAKE BOX  HOLDINGS PLC OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). 

For immediate release

12 March 2025

Cake Box Holdings plc

("Cake Box", or the "Company")

Result of Placing

Cake Box Holdings plc ("Cake Box" or the "Company") (AIM: CBOX), the UK's largest retailer of fresh cream celebration cakes, is pleased to announce that, further to the announcement made earlier today regarding the Fundraising (the "Launch Announcement"), it has conditionally raised gross proceeds of £7 million by way of a placing of 3,888,889 new ordinary shares of 1 pence each (the "Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 180 pence per Placing Share (the "Issue Price").

The Placing was substantially oversubscribed and was strongly supported by both existing and new institutional investors. Allocations in the Placing will be confirmed to Placees as soon as practicable today.

Shore Capital Stockbrokers Limited ("SCS") is acting as sole bookrunner in connection with the Placing (the "Bookrunner").

Capitalised terms not defined in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement.

Highlights

·    The Company has conditionally raised, in aggregate, gross proceeds of £7 million at the Issue Price.

·    The Issue Price represents a discount of approximately 5.3 per cent. to the closing mid-market price of 190 pence per Existing Ordinary Share on 11 March 2025, being the latest practicable date prior to the publication of the Launch Announcement.

·    The Directors are subscribing an aggregate amount of £210,000.

·    On Admission, the Placing Shares will represent approximately 8.86 per cent. of the Company's issued ordinary share capital as enlarged by the Placing.

Retail Offer

As announced earlier today, the Company also launched the Retail Offer through the Bookbuild Platform to raise gross proceeds of up to £0.2 million (before fees and expenses).  The Retail Offer provides existing retail Shareholders in the United Kingdom with an opportunity to participate in the Fundraising at the same price as the Placing. The results of the Retail Offer are expected to be announced on 13 March 2025.

Directors' participation in the Placing

The following Directors have participated in the Placing as set out below (the "Directors' Participation").

Details of the Placing

The Placing is conditional upon the Placing Agreement between the Company and the Bookrunner not having been terminated in accordance with its terms.

The Placing is conditional on the completion of the Acquisition. The conditions to the completion of the Acquisition are set out in the Launch Announcement. The Retail Offer is conditional on the Placing, but the Placing is not conditional on the Retail Offer.

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the AIM market of the London Stock Exchange ("Admission").

Admission is expected to take place at 8.00 a.m. on 17 March 2025 and dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on 17 March 2025 or, in each case, such later time and/or date as the Bookrunner and the Company agree (being in any event no later than 8.00 a.m. on 31 March 2025).

The New Ordinary Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. 

The ISIN number of the New Ordinary Shares is GB00BDZWB751. The TIDM is CBOX.

For further information please contact:

Cake Box Holdings plc                                                                                                   +44 (0) 20 4582 3500

Sukh Chamdal, CEO

Michael Botha, CFO

Shore Capital (Nomad, Broker and Bookrunner)                                               +44 (0) 20 7408 4090

Stephane Auton

Patrick Castle

Fiona Conroy (Corporate Broking)

Gracechurch Group                                                                                                        +44 (0) 20 4582 3500

Harry Chathli                                                                                                      [email protected]

Alexis Gore

Important Notices

SCS and SCC are authorised and regulated by the FCA in the United Kingdom and are acting exclusively for Cake Box and no one else in connection with the Placing, and SCS and SCC will not be responsible to anyone (including any Placees) other than Cake Box  for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunner or by any of their respective Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The responsibilities of SCC as Cake Box 's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to Cake Box  or to any Director or to any other person.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of Cake Box 's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results.  Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of Cake Box , including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which Cake Box  and its affiliates operate, the effect of volatility in the equity, capital and credit markets on Cake Box 's profitability and ability to access capital and credit, a decline in Cake Box 's credit ratings; the effect of operational risks; and the loss of key personnel.  As a result, the actual future financial condition, performance and results of Cake Box may differ materially from the plans, goals and expectations set forth in any forward-looking statements.  Any forward-looking statements made in this Announcement by or on behalf of Cake Box speak only as of the date they are made.  Except as required by applicable law or regulation, Cake Box expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in Cake Box 's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of Cake Box for the current or future financial years would necessarily match or exceed the historical published earnings per share of Cake Box.

The Placing Shares to be issued pursuant to the Placing will be not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom or the EEA.

Neither the content of Cake Box 's website nor any website accessible by hyperlinks on Cake Box 's website is incorporated in, or forms part of, this Announcement.

The information below (set out in accordance with the requirements of UK MAR) provides further detail:

PDMR Notification Forms: conditional upon, inter alia, the passing of the Resolutions at the General Meeting: