Schedule One - Various Eateries plc | RNS | Ticker

Schedule One - Various Eateries plc

RNS Announcement

RNS Number : 6602Y

AIM

10 September 2020

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:

Various Eateries plc

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

12 Great Portland Street

2^nd Floor

London

W1W 8QN

COUNTRY OF INCORPORATION:

England and Wales

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

www.variouseateries.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:

Various Eateries plc was incorporated in June 2020 and following a share for share exchange on 27 August 2020, is now the ultimate parent company of the Various Eateries group. The core brands of the group are Coppa Club and Tavolino. Coppa Club is a multi-use all day concept that combines restaurant, café, lounge, bar and work spaces, whilst Tavolino aims to address a gap in the market for high quality Italian food at affordable prices. The Group currently operates across ten sites within the United Kingdom.

Various Eateries plc will enter into certain acquisition agreements prior to Admission to acquire Rare Bird Hotels at Sonning Limited and Rare Bird Hotels at Streatley Limited. Rare Bird Hotels at Sonning Limited owns the businesses and associated assets of The Great House hotel and Rare Bird Hotels at Streatley Limited owns the business and associated assets of The Swan at Streatley hotel, being the hotels and events businesses which complement the Coppa Clubs at these flagship, out of town locations.

Using the monies raised in the Placing, the Directors intend to invest in the expansion of the Coppa Club and Tavolino brands across the United Kingdom by targeting distressed restaurant sites in prime locations and also intend to identify potential, complementary, bolt on acquisitions of other restaurant groups to accelerate growth across the Group.

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):

The fully issued paid up share capital of the Company as it is expected to be immediately following admission is [TBC] Ordinary Shares of £0.01.

Issue price - [TBC] pence.

There are no shares to be held as treasury shares and there are no restrictions as to transfer of the securities.

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

TBC

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC

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:

None

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):

Andrew (Andy) Kirkland Bassadone - Executive Chairman

Yishay Malkov - Chief Executive Officer

Oliver (Oli) Charles William Williams - Chief Financial Officer

Hugh Edward Mark Osmond - Non-Executive Director

Glyn Anthony Barker - Non-Executive Director (Senior Independent Director)

Gareth Maitland Edwards - Non-Executive Director

Tiffany Clare Sword - 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):

	Pre IPO no of shares	Pre IPO % of shares	Post IPO shares in issue	Post IPO % of shares

Xercise2 Limited *	TBC	TBC	TBC	TBC
Anella Limited **	TBC	TBC	TBC	TBC
Marc Jonas (Zeta Shares)	TBC	TBC	TBC	TBC
Friends Provident (FPIL)*	-	-	TBC	TBC
Rare Bird Hotels Limited*	-	-	TBC	TBC

*a company ultimately controlled by Hugh Osmond (or a trust whereby Hugh Osmond is the ultimate beneficiary). Hugh Osmond is also the ultimate beneficiary of The Great House at Sonning Limited which holds a further [TBC] ordinary shares.

** a company ultimately controlled by Andy Bassadone.

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

- Freeths LLP

- Weightmans LLP

- Begbies Traynor LLP

- Chris Rang, consultant

(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) 30 September (52 weeks)

(ii) 29 September 2019 (and unaudited interims to 29 March 2020)

(iii) 31 March 2021, 30 June 2021 and 31 March 2022

EXPECTED ADMISSION DATE:

End of September / early October 2020

NAME AND ADDRESS OF NOMINATED ADVISER:

WH Ireland

24 Martin Lane

London

EC4R 0DR

NAME AND ADDRESS OF BROKER:

WH Ireland

24 Martin Lane

London

EC4R 0DR

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:

The Admission Document, which will contain full details about the applicant and the admission of its securities, will be available on the Company's website (www.variouseateries.co.uk) from the date of the Company's admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

10 September 2020

NEW/ UPDATE:

NEW

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END

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RNS metadata

Title: Schedule One - Various Eateries plc
Time: 15:00:01
Date: 10 Sept 2020
Category: Capital structure
ID: 6602Y