TIDMCOM
RNS Number : 1354S
Comptoir Group PLC
28 September 2017
28 September 2017
Comptoir Group plc
("Comptoir", the "Company" or the "Group")
Conditional Placing of 26,666,667 new Ordinary Shares at 15
pence per share to raise GBP4.0 million
Notice of General Meeting
Comptoir Group plc is pleased to announce that it has raised
approximately GBP4.0 million (gross) via a placing of 26,666,667
new Ordinary Shares at the Placing Price of 15 pence per share. The
Placing Shares have been conditionally placed by Cenkos Securities
PLC ("Cenkos"), as agent for the Company, with the Board,
institutional and other investors.
The Placing funds the opening of 2 new restaurants before the
end of the current financial year and a further 2 new restaurants
in 2018.
Richard Kleiner, Non-Executive Chairman, said:
"The Company announced within its interim results on 15(th)
September 2017 that it required further funds to meet its financing
needs associated with the opening of 2 new sites before the end of
the current financial year.
I am pleased to be able to report that the Company has raised
the minimum of GBP2.0 million financing and, in addition, a further
GBP2.0 million to target further openings in 2018.
I am pleased to report that the Company has continued to see
during September the stronger trading that the Group experienced in
July and August and that the board retains its confidence of
achieving expectations for the full 2017 financial year."
Enquiries:
Comptoir Group plc
Chaker Hanna Tel: 0207 486 1111
Cenkos Securities plc (NOMAD and Broker)
Bobbie Hilliam / Harry Hargreaves Tel: 020 7397 8900
Nick Searle
Background and Reasons for the Placing
The Company has previously announced that it expects to conclude
a sale and leaseback of its freehold central processing unit (CPU),
the net proceeds of which are to be used to strengthen the Group's
working capital position. It remains the Board's intention to
undertake such a sale and leaseback in order to release funds,
albeit the timing to complete the transaction is unknown. The Board
believes approximately GBP2.0 million could be raised through the
sale and leaseback of its CPU.
Not including any funds received from the sale and leaseback of
the CPU, the Board has concluded that the Company requires further
funds of approximately GBP2.0 million to meet the financing needs
associated with 2 new restaurants which are due to open before the
end of the current financial year. Further, the Company requires
further funds to open new restaurants in 2018.
The Placing allows the Company to finance these 2 new
restaurants and provide funds for up to two further new sites in
2018. As and when the sale and leaseback of the CPU is completed,
the Company will use these funds for general working capital
purposes and to assess further new restaurant opportunities.
Current Trading and Outlook
On 15 September 2017, the Company announced in its unaudited
interim results for the six months ended 30 June 2017, in which
period it generated revenues of GBP13.1 million, adjusted EBITDA of
GBP0.2 million and had net cash and cash equivalents at the period
end of GBP0.1 million.
The Group continues to control its costs and improve its
operational efficiencies and margins and, with the quality of the
new site openings planned for the remainder of the financial year,
together with the continuing of recent stronger trading that the
Group has experienced in July and August, there is a degree of
confidence in achieving the Board's current expectations for the
full 2017 financial year.
Placing
Subject to Admission, the Company will issue 26,666,667 new
Ordinary Shares which will raise approximately GBP4.0 million,
before expenses, and GBP3.9 million, after the expenses of the
Placing (which are estimated to be GBP0.1 million (excluding VAT)).
The Placing Shares have been conditionally placed by Cenkos, as
agent for the Company, with the Directors, institutional and other
investors. Application has been made for the Placing Shares to be
admitted to trading on AIM and dealings are expected to commence on
17(th) October 2017.
The Placing Shares will represent approximately 21.7 per cent.
of the Enlarged Share Capital and will, following Admission, rank
in full for all dividends and distributions declared, made or paid
in respect of the issued Ordinary Share capital of the Company
after the date of their issue and will otherwise rank pari passu in
all other respects with the Existing Ordinary Shares. The Placing
Price represents a discount of 9.1 per cent. to the closing
mid-market price of 16.5 pence per Ordinary Share as at 27
September 2017 (being the latest practicable date prior to the date
of this announcement).
Cenkos, as agent for the Company, has agreed to use its
reasonable endeavours to procure subscribers for the Placing Shares
at the Placing Price. The Placing is not underwritten. The Placing
is conditional, inter alia, upon:
- Shareholders approving the Resolutions at the General Meeting
that will grant to the Directors the authority to allot the Placing
Shares and the power to disapply statutory pre-emption rights in
respect of the Placing Shares;
- the Placing Agreement becoming unconditional (save only as to
Admission) and not having been terminated in accordance with its
terms prior to Admission; and
- Admission taking place not later than 8.00 a.m. on 17 October
2017 or such later date as is agreed in writing between the Company
and Cenkos, but in any event not later than 8.00 a.m. on 17
November 2017
Directors' and related parties' participation in the Placing
As part of the Placing, the Directors have each agreed to
subscribe for Placing Shares at the Placing Price. Details of the
Placing Shares for which the Directors will be subscribing and
their resultant shareholdings are displayed below:
Director Number of Number of Resultant Percentage
Ordinary Placing shareholding of Enlarged
Shares held Shares being after the Share Capital
before the subscribed Placing
Placing for as part
of the Placing
Chaker Hanna 14,502,500 3,333,333 17,835,833 14.5%
Tony Kitous 50,502,500 8,243,336 58,745,836 47.9%
Richard
Kleiner 160,000 200,000 360,000 0.3%
Jonathan
Kaye 2,666,666 1,333,333 3,999,999 3.3%
Chaker Hanna, Tony Kitous, Richard Kleiner and Jonathan Kaye are
each considered a "related party" (as defined by the AIM Rules) of
the Company by virtue of being directors of the Company. Chaker
Hanna and Tony Kitous are also each considered a "related party"
(as defined by the AIM Rules) of the Company by virtue of being
substantial shareholders in the Company.
Cenkos, the Company's Nominated Adviser, considers that the
terms of the Directors' subscriptions are fair and reasonable
insofar as Shareholders are concerned.
Admission
Application will be made for the Placing Shares to be admitted
to trading on AIM and, subject to Shareholder approval, dealings
are expected to commence on 17 October 2017 or such later date as
is agreed in writing between the Company and Cenkos, but in any
event not later than 8.00 a.m. on 17 November 2017.
Recommendation
The Directors consider the Placing to be in the best interests
of the Company and the Shareholders as a whole and, accordingly,
unanimously recommend that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting as they intend to
do in respect of their own beneficial holdings amounting, in
aggregate, to 67,831,666 Existing Ordinary Shares, representing
approximately 70.7 per cent. of the Existing Ordinary Shares.
Circular and Timetable
The Circular will today be sent to shareholders who have elected
to receive a hard copy of Company documents. The Circular is also
available on the Company's website:
https://investors.comptoirlibanais.com/. The Circular convenes a
General Meeting of the Company to approve the Placing and will be
held at 73, Cornhill, London EC3V 3QQ, at 10.00 a.m. on 16 October
2017. The key dates for the Placing are set out below:
Circular posted to Shareholders 28 September 2017
Latest time and date for receipt 10.00 a.m. on 14
of Forms of Proxy October 2017
General Meeting 10.00 a.m. on 16
October 2017
Admission and dealings in the 17 October 2017
Placing Shares expected to
commence on AIM
Expected date for CREST accounts 17 October 2017
to be credited for Placing
Shares to be held in uncertificated
form
Despatch of definitive share by 31 October 2017
certificates in respect of
the Placing Shares to be held
in certificated form, if applicable
Capitalised terms used, but not defined in this announcement
shall have the same meaning as set out in the Circular.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEXVLFLDKFLBBK
(END) Dow Jones Newswires
September 28, 2017 09:30 ET (13:30 GMT)
Comptoir (LSE:COM)
過去 株価チャート
から 6 2024 まで 7 2024
Comptoir (LSE:COM)
過去 株価チャート
から 7 2023 まで 7 2024