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

Franchise Brands plc

Recommended All Share Offer

 for

Filta Group Holdings plc ("Filta")

by

Franchise Brands plc ("Franchise Brands")

Offer closed and compulsory acquisition of Filta shares

On 16 February 2022, Franchise Brands announced a recommended all share offer for Filta (the "Offer"), which became wholly unconditional on 10 March 2022. 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.

The Offer is no longer open for further acceptances and is now closed

The Offer was open for acceptance until 6 May 2022. The Offer has now closed and is no longer capable of being accepted.

Acceptance levels

Franchise Brands announces that, as at 3.05 p.m. on 6 May 2022, valid acceptances of the Offer had been received in respect of 29,101,263 Filta Shares, representing 99.65 per cent. of the issued share capital of Filta, to which the Offer relates.

Compulsory acquisition

As Franchise Brands has received acceptances under the Offer in respect of over 90 per cent.  in value of the Filta Shares to which the Offer relates (as defined in the Companies Act) and more than 90 per cent.  of the voting rights carried by those shares and the Offer is wholly unconditional, Franchise Brands is exercising its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily the remaining Filta Shares on the same terms as the Offer.  Relevant documents were sent to all non-assenting Filta Shareholders. Filta Shareholders who have not accepted the Offer will have their Filta Shares compulsorily acquired and will need to apply to Franchise Brands to claim any consideration due to them, in the form of New Franchise Brands Shares.

Issue of equity

Pursuant to the Offer, a further 41,782 New Franchise Brands Shares will be issued in respect of valid acceptances received since 4 May 2022. Application has been made to the London Stock Exchange for these New Ordinary Shares to be admitted to trading on AIM ("Admission") and Admission is expected to take place on or around 10 May 2022. The New Franchise Brand Shares will rank pari passu in all respects with the Company's existing ordinary shares.

Total Voting Rights

Upon Admission, the total number of ordinary shares of 0.5p each in the Company ("Ordinary Shares") in issue will be 129,890,188. There are no ordinary shares held in treasury and therefore the total number of voting rights in the Company from Admission will be 129,890,188.  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 under the FCA's Disclosure Guidance and Transparency Rules. 

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.

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.

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

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.