Schedule One Update - Tortilla Mexican Grill PLC

RNS Number : 7963N

AIM

01 October 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Tortilla Mexican Grill Plc ("Tortilla", the "Group" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

1st Floor Evelyn House, 142 New Cavendish Street, London, United Kingdom, W1W 6YF

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Company website address containing all information required by AIM Rule 26 from admission: https://tortillagroup.co.uk/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Tortilla is the largest and most successful fast-casual Mexican restaurant group in the UK specialising in the sale (both on site and through its delivery channel) of freshly made Californian inspired Mexican cuisine. The Group has 62 sites worldwide, comprising 50 sites in the UK operated by the Group, 2 sites franchised to Select Service Partner UK Limited in the UK, and 10 franchised sites in the Middle East.

The brand is synonymous with an energetic, vibrant culture, and with providing a great value-for-money proposition. It embraces fast-growing sector trends (including eating out, healthy eating, provenance, ethnic cuisine, delivery) across a variety of locations, through a differentiated product offering which is popular with a broad customer base, and a clearly defined multi-channel marketing strategy. It benefits from flexible site locations and formats, and a scalable central infrastructure.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of £0.01 each in nominal value ("Ordinary Shares") for which Admission will be sought: 38,664,031

Placing price per Ordinary Share: 181 pence

Other than certain shareholders whose Ordinary Shares will be subject to lock-in arrangements in the period following Admission, there are no restrictions as to the transferability of the Ordinary Shares.

No Ordinary Shares will be held in treasury on Admission.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Primary capital to be raised on Admission: £5.0 million

Secondary offering: £23.0 million

Market capitalisation on Admission: £70.0 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

74.8 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Emma Margaret Woods (Independent Non-Executive Chairperson)

Richard John Morris (Chief Executive Officer)

Andrew Phillip Naylor (Chief Financial Officer)

Brandon Borg Stephens (Non-Independent Non-Executive Director)

Loeïz Francois Xavier Lagadec (Non-Independent Non-Executive Director)

Laurence Brian Keen (Independent Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	Before Admission	Following Admission⁽³⁾
QS Direct SI 2 SLP, represented by its General Partner QS Direct SI 2 Sàrl ("Quilvest")	45.8%	20.4%
Brandon Stephens ⁽¹⁾	11.9%	8.3%
Patel family holding ⁽²⁾	9.8%	6.9%
Canaccord Genuity Inc⁽⁴⁾	7.7%	14.7%
Nadine Benchaffai	5.7%	4.0%
Richard Morris	5.1%	3.6%
David Eich	3.7%	2.6%
Quantum Partners LP	-	11.6%
Gresham House Asset Management Limited	-	5.5%
Schroder Investment Management Limited	-	4.4%

Note: (1) Founder

Note: (2) Aggregated holding of Navin Patel - 2,269,500 shares, Neil Patel - 254,025 shares and Laura Salerno - 132,000 shares

Note: (3) Based on enlarged share capital

Note: (4) Including associate holdings

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

- H2glenfern Limited

- Spayne Lindsay & Co. LLP

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 4 July 2021 (unaudited interim financial information)

(iii) 30 June 2022 (annual accounts for the full year to 31 December 2021)

30 September 2022 (half yearly report for the six month period ended 30 June 2022)

30 June 2023 (annual accounts for the full year to 31 December 2022)

EXPECTED ADMISSION DATE:

8 October 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Liberum Capital Limited

Ropemaker Place

Level 12

25 Ropemaker Street

London EC2Y 9LY

NAME AND ADDRESS OF BROKER:

Liberum Capital Limited

Ropemaker Place

Level 12

25 Ropemaker Street

London EC2Y 9LY

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the admission document containing full details about the applicant and the admission of its securities will be available on the Company's website at:

https://tortillagroup.co.uk/

And at the Company's registered office

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

1 October 2021

NEW/ UPDATE:

Update

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END

AIMUAASRAWURRAA

Date	1 Oct 2021
Time	16:00:01
Category	Corporate updates
ID	7963N

Date	1 Oct 2021
Time	16:00:01
Category	Corporate updates
ID	7963N

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Schedule One Update - Tortilla Mexican Grill PLC