Schedule One update - Various Eateries Plc | RNS | Ticker

Schedule One update - Various Eateries Plc

RNS Announcement

RNS Number : 5658Z

AIM

21 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 89,008,477 Ordinary Shares of £0.01.

Issue price - 73 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:

Capital to be raised on admission: £25,000,000

Market capitalisation on admission: £65,000,000

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

78.4%*

*excluding 3,419,041 Ordinary Shares (3.8%) held by Canaccord Genuity Wealth Limited acting as agent and 431,506 Ordinary Shares held by Canaccord Genuity Wealth on behalf of Execution-only clients

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):

	Prior to Admission		Immediately following Admission
	No. of Ordinary Shares	% of Existing Ordinary Shares	No. of Ordinary Shares	% of Enlarged Issued Share Capital
Hugh Osmond¹	42,781,240	78.12	42,781,240	48.06
Andrew Bassadone²	3,473,817	6.34	3,473,817	3.90
Yishay Malkov	2,190,476	4.00	2,190,476	2.46
Canaccord Genuity Wealth Management³	-	-	21,658,766	24.33

Notes

¹ - 24,569,344 of these Ordinary Shares are held by Xercise2 Limited, 9,523,809 of these Ordinary Shares are held by Rare Bird Hotels Limited, 3,174,603 of these Ordinary Shares are held by The Great House at Sonning Limited and 5,513,484 of these Ordinary Shares are held by FPI

² - 2,045,246 of these Ordinary Shares are held by Anella Limited and 1,428,571 of these Ordinary Shares are held jointly with Compound Management (UK) Limited under the Joint Share Ownership Plan

³ - 17,808,219 of these Ordinary Shares are held by Hargreave Hale Limited, 3,419,041 of these Ordinary Shares are held by Canaccord Genuity Wealth Limited, acting as agent and 431,506 of these Ordinary Shares are held by Canaccord Genuity Wealth on behalf of Execution-only clients

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

- Weightmans LLP

- Glyn Barker

- Gareth Edwards

- Osmond Capital Ltd

(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:

25 September 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:

21 September 2020

NEW/ UPDATE:

UPDATE

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

AIMDFLBLBKLFBBQ

RNS metadata

Title: Schedule One update - Various Eateries Plc
Time: 09:00:05
Date: 21 Sept 2020
Category: Capital structure
ID: 5658Z