NZ Share Purchase Plan and Placement to Support Increased Investment in Business
Cooks Coffee Company Limited
13 March 2024
Cooks Coffee Company Limited
("Cooks Coffee", or the "Company")
NZ SHARE PURCHASE PLAN AND PLACEMENT TO SUPPORT INCREASED INVESTMENT IN BUSINESS
Cooks Coffee (NZX: CCC, AQUIS: COOK) has announced its intention to undertake a placement to selected investors (Placement) and a share purchase plan to its existing shareholders with an address in New Zealand (SPP) (together, the Offer). The Offer is not underwritten.
The purpose of the Offer is to raise funds (after issue costs) for:
investing into improvements in Cooks Coffee's digital programs including, APP development, click and collect, and delivery and loyalty programs;
expanding the Esquires international business in the Middle East and Europe, in particular based on the successful operating model in the UK and Ireland;
driving growth plans through the establishment of a fund to allow acquisitions of existing successful independent cafés to be rebranded and sold to franchisees after rebranding; and
repaying some expensive second tier debt.
SPP
The SPP will be open to existing shareholders recorded in Cooks' share register as having a New Zealand address at 5.00pm on 12 March 2024 (Eligible Shareholders).
The SPP will result in up to 5,690,862 new shares issued in Cooks Coffee. Eligible Shareholders will be able to apply for up to $50,000 of new shares. The Board of directors of Cooks Coffee may, in its full discretion, accept any oversubscriptions which will be scaled according to the Record Date. The issue price for the SPP is NZD 0.20 per share.
Placement
The Placement will be offered to investors who have been identified by, or that approached, the Company in compliance with all applicable securities laws.
The Placement is targeting a raise of up to NZ$1,707,258 through the issue of up to 8,536,294 new shares. The issue price of the Placement is NZD 0.20 (equivalent to £0.0955) per share.
Indicative timetable1
| Item | Timeline |
|---|---|
| Announcement of Offer | Wednesday, 13 March 2024 |
| Record Date for determining eligibility | |
| of shareholders for the SPP | 5.00pm on Tuesday, 12 March 2024 |
| Opening Date of Offer | Wednesday, 13 March 2024 |
| Closing Date of Offer (last day for | |
| online applications with payment), | |
| unless extended by Cooks | 5.00pm on Friday, 22 March 2024 |
| Allotment and issue of New Shares | Thursday, 28 March 2024 |
| Statements dispatched | By Friday, 2 April 2024 |
Additional information
Nothing contained in this announcement constitutes investment, legal, tax or other advice. Investors are encouraged to seek appropriate professional advice before making any investment decision.
For any questions in respect of the Offer, please contact Link Market Services Limited at +64 9 375 5998 or email applications@linkmarketservices.com. For other questions, investors should contact their financial or legal adviser.
Authorised for release by the Chair of Cooks Coffee.
1 Dates are subject to change and are indicative only. Cooks Coffee reserves the right to amend this timetable (including by extending the Closing Date) subject to applicable laws and the NZX Listing Rules. Cooks Coffee reserves the right to withdraw the Offer and issue New Shares at any time before the Issue Date in its absolute discretion.
Enquiries:
Cooks Coffee Company Limited
+64 21 702 509 (New Zealand)
+44 (0) 20 3934 6630 (UK)
Keith Jackson (Executive Chairman)
keith.jackson@cookscoffeecompany.com
ukinvestorrelations@cookscoffeecompany.com
IFC Advisory Limited (Financial PR & IR)
+44 (0) 20 3934 6630
Tim Metcalfe, Graham Herring, Florence Chandler
cookscoffee@investor-focus.co.uk
Oberon Capital
(AQSE Corporate Adviser and Broker)
+44 (0) 20 3179 5300
Nick Lovering, Adam Pollock, Mike Seabrook
Important Notices and Disclaimer
This announcement has been prepared for publication in New Zealand, and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 (the "US Securities Act") or the securities laws of any state of other jurisdiction of the United States, and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.