NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

14 March 2022

Franchise Brands plc

Recommended All Share Offer

 for

Filta Group Holdings plc ("Filta")

by

Franchise Brands plc ("Franchise Brands")

Offer Update - acceptance levels

Offer remains open for acceptance until further notice

On 16 February 2022, Franchise Brands announced a recommended all share offer for Filta (the "Offer"). The full terms of, and conditions to, the Offer and the procedures for acceptance were set out in the offer document dated 18 February 2022 (the "Offer Document"). Terms used but not defined in this announcement have the same meaning as set out in the Offer Document.

Acceptance levels

Franchise Brands announces that, as at 3.14 p.m. on 11 March 2022, valid acceptances of the Offer had been received in respect of 24,887,692 Filta Shares, representing 85.22 per cent. of the issued share capital of Filta, to which the Offer relates.

This total includes acceptances received in respect of:

-      18,095,280 Filta Shares, representing approximately 61.96 per cent. of the issued share capital of Filta, which were subject to irrevocable undertakings given by certain of the Filta Directors (and those of their connected parties, including the Meredian Settlement trust); and

-      5,768,000 Filta Shares, representing approximately 19.75 per cent. of the issued share capital of Filta, which were subject to an irrevocable undertaking given by Gresham House Asset Management Limited.

The percentages of Filta Shares referred to in this announcement are based upon a figure of 29,203,164 Filta Shares in issue at close of business on 11 March 2022.

Franchise Brands announced on 10 March 2022 that the Offer had become wholly unconditional, following the passing of the resolution at the General Meeting, valid acceptances being received in respect of more than 75 per cent. of the voting rights relating to the Filta Shares and Admission having taken place.

The Offer will remain open for acceptances until further notice and 14 days' notice will be given ahead of the Offer closing. The Offer will not close on 19 April 2022 as previously stated.

Filta Shareholders who have not yet accepted the Offer are urged to do so as soon as possible in accordance with the procedure set out below.

Cancellation of trading of Filta Shares on AIM

Filta announced on 9 March 2022 that, at the request of Franchise Brands, its Board has applied for the cancellation of admission to trading on AIM of Filta Shares.  It is anticipated that the cancellation of admission to trading on AIM will take effect on or shortly after 7.00 a.m. on 24 March 2022.

Cancellation of admission to trading on AIM will significantly reduce the liquidity and marketability of all Filta Shares not assented to the Offer at that time.

Procedure for acceptance of the Offer

Filta Shareholders who have not yet accepted the Offer are urged to do so as soon as possible as follows:

·    If you hold Filta Shares in certificated form (that is, not in CREST)

If you hold your Filta Shares, or any of them, in certificated form (that is, NOT in CREST), to accept the Offer in respect of those Filta Shares, you should complete, sign and return the personalised Form of Acceptance along with your valid share certificate(s) and/or any other relevant documents of title as soon as possible and return by post to the Receiving Agent, Computershare at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH, United Kingdom.

·    If you hold your Filta Shares in uncertificated form (that is, in CREST)

If you hold your Filta Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Offer in respect of those Filta Shares, you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible.

Full details on how to accept the Offer are set out in the Offer Document, a copy of which is available on Franchise Brands' website at https://www.franchisebrands.co.uk/investor-information/. Further copies of the Offer Document and the Form of Acceptance are available from Computershare by written request to Computershare at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH, United Kingdom or request to Computershare by telephone on (0370) 707 1807 (from within the UK) or on +44 370 707 1807 (from outside the UK).

Interests in relevant securities

Franchise Brands is currently the owner of 23,930,192 Filta Shares, representing 81.94 per cent. of the issued share capital of Filta.

Enquiries:

IMPORTANT NOTICES

Allenby Capital, which is authorised and regulated by the FCA in the UK, is acting as financial adviser, nominated adviser and joint broker exclusively for Franchise Brands and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Franchise Brands for providing the protections afforded to clients of Allenby Capital or for providing advice in relation to the Offer, the content of this announcement or any matter referred to herein.

Dowgate, which is authorised and regulated by the FCA in the UK, is acting as financial adviser and joint broker exclusively for Franchise Brands and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Franchise Brands for providing the protections afforded to clients of Dowgate or for providing advice in relation to the Offer, the content of this announcement or any matter referred to herein.

Cenkos, which is authorised and regulated by the FCA in the UK, is acting as financial adviser and Rule 3 adviser exclusively for Filta and no one else in connection with the Offer and the matters set out in this announcement and will not be responsible to any person other than Filta for providing the protections afforded to clients of Cenkos, nor for providing advice in relation to the Offer , the content of this announcement or any matter referred to herein.

Further Information

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer, invitation or the solicitation of an offer or invitation to purchase, or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of securities of Franchise Brands or Filta pursuant to the Offer in any jurisdiction in contravention of applicable laws. The Offer will be implemented solely pursuant to the terms of the Offer Document (or, in the event that the Offer is to be implemented by means of a scheme, the Scheme Document), which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made solely on the basis of the information contained in the Offer Document.

Allenby Capital and Cenkos urge Filta Shareholders to read the Offer Document carefully because it contains important information in relation to the Offer, the New Franchise Brands Shares and the Enlarged Group, and to take appropriate advice. Any action in relation to the Offer or related matters should be made only on the basis of the information contained in the Offer Document.

This announcement does not constitute a prospectus or prospectus equivalent document.

Information relating to Filta Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Filta Shareholders, persons with information rights and other relevant persons for the receipt of communications from Filta may be provided to Franchise Brands during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).  

Overseas jurisdictions

The attention of Filta Shareholders who are citizens or residents of jurisdictions outside the UK (including guidance for US shareholders is drawn to paragraph Part C of Appendix 1 of the Offer Document.

Publication on website

Pursuant to Rule 26.1 of the Code, a copy of this announcement and other documents in connection with the Offer as detailed in paragraph 16 of this announcement will, subject to certain restrictions, be available for inspection on Franchise Brands' website at https://www.franchisebrands.co.uk/investor-information/ and by Filta on its website at https://filtaplc.com/investor-relations no later than 12 noon (London time) on the business day following this announcement. The contents of the websites referred to in this announcement are not incorporated into, and do not form part of, this announcement.

Requesting hard copy documents

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form by writing to Brian Hogan at Franchise Brands plc, Ashwood Court, Springwood Close, Tytherington Business Park, Macclesfield SK10 2XF. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form.