Escape Hunt is a global provider of live ‘escape the room’ experiences. The first Escape Hunt branch was opened in 2013 in Bangkok, Thailand. Since then, the business has grown quickly, and now has a franchised global network of branches in 27 countries.

An escape room is a physical adventure game in which players are locked in a themed room and have to find clues and solve puzzles in order to escape against a countdown clock. Escape Hunt’s games typically require players to solve a crime story or mystery, which has been tailored to the location of the branch, within 60 minutes.

 

 

KEY PEOPLE

 

Board of Directors:

Richard Rose, Non-Executive Chairman

Richard has a wealth of experience chairing high profile boards. He has been Non-Executive Chairman of Watchstone Group plc since May 2015, Crawshaw Group plc since 2006 and Anpario plc since 2005. Previously he has held a number of positions in organizations such as AC Electrical Wholesale, where he was Chairman from 2003 to 2006 and Whittard of Chelsea plc, where he was Chief Executive Officer and then Executive Chairman from 2004 to 2006. In accordance with best practice under the UK Corporate Governance Code, he stepped down as Non-Executive Chairman of Booker Group plc in July 2015 having served three terms of three years each and in July this year he retired as Chairman of AO World plc. Richard is also Non-Executive Chairman of CurrencyFair Limited.

Richard Harpham, Chief Executive Officer

Richard joined the Company on its Admission to AIM after working since November 2016 with the Escape Hunt management team, getting to know the business. Richard’s prior role was with Harris + Hoole, having been Chief Financial Officer and then Managing Director, responsible for its turnaround. Before this Richard spent over four years at Pret A Manger as Global Head of Strategy. Richard has also held a number of strategic and financial positions at companies including Constellation Brands, Shire Pharmaceuticals and Fujitsu Siemens Computers.

Alistair Rae, Chief Financial Officer

Alistair also joined the Company on its Admission to AIM after working since November 2016 with the Escape Hunt management team, getting to know the business. Alistair started his career at KPMG in 1979. Since then, he has worked in advisory roles at other financial services firms including Touche Ross (now part of Deloitte), Cazenove & Co. (now part of JP Morgan Cazenove) and HSBC. In addition, he has held financial and strategic roles at Jarvis PLC, Imagelinx plc, Range Resources, Simigon Ltd, Refresh Group and a number of private companies. Alistair is a Chartered Accountant.

Adrian Jones, Non-Executive Director

Adrian has served as a non-executive director of Experiential Ventures Ltd since its incorporation in 2014 and has advised Paul Bartosik on the international expansion and day-to-day operations of the business. His entire career has been as an entrepreneur and he has founded or managed multiple companies in the technology, media and sports industries. Adrian was the creator of WinMail, a leading email product in the early 1990s. He holds multiple patents in the US, EU and Japan.

Karen Bach, Non-Executive Director

Karen is an entrepreneur and non-executive with strong technology, international and transactional expertise. Karen was the CFO at growing technology businesses IXEurope Plc, ACS Plc and Kewill Plc prior to founding KalliKids.com in 2012 where she is CEO. Karen gained much experience internationally and in finance with blue chip multi-nationals including EDS France, MCI WorldCom, General Motors and Ernst & Young. Karen is also non-executive of IXCellerate, a Russian datacentre business, and of Amino plc, a provider of digital entertainment solutions for internet television, and has been Trustee of the eLearning Foundation (supporting technology in education) and non-executive of Belvoir Lettings Plc.

 

 

AIM RULE 26

 

ABOUT ESCAPE HUNT PLC
Escape Hunt is a global provider of live ‘escape the room’ experiences. The first Escape Hunt branch was opened in 2013 in Bangkok, Thailand. Since then, the business has grown quickly, and now has a franchised global network of branches in 27 countries.

An escape room is a physical adventure game in which players are locked in a themed room and have to find clues and solve puzzles in order to escape against a countdown clock. Escape Hunt’s games typically require players to solve a crime story or mystery, which has been tailored to the location of the branch, within 60 minutes.

COUNTRY OF INCORPORATION AND MAIN COUNTRY OF OPERATION
Country of Incorporation: England & Wales
Company Registration Number: 10184316
Main Country of Operation: Great Britain

BOARD OF DIRECTORS
Names and biographies of the Company’s directors can be found in the Key People section.

CORPORATE GOVERNANCE AND INTERNAL CONTROLS
The UK Corporate Governance Code published by the Financial Reporting Council does not apply to AIM companies. However, the Directors and Proposed Directors recognise the importance of good corporate governance and will comply with the provisions of the Corporate Governance Code for Small and Mid-size Quoted Companies (“Governance Code”), published from time to time by the Quoted Companies Alliance, to the extent that they believe it is appropriate in the light of the size, stage of development and resources of the Company.

With effect from Admission, the Board has established a remuneration committee, an audit committee and a nomination committee with formally delegated duties and responsibilities, as described below.

Remuneration Committee

The Remuneration Committee comprises two non-executive directors of the Company. The members of the Committee are:

  • Karen Bach (Chairperson)
  • Richard Rose

A majority of Remuneration Committee members are independent.

The Committee will meet at least twice per year and agrees further meetings at its discretion. The Chairman of the Committee has the power to call a meeting.

The Chairman of the Committee is appointed by the Board on the recommendation of the nomination committee. The quorum for the Committee is two and in the absence of the Chairperson, the other members present shall choose one of them to chair the meeting.

The duties of the Committee are to:

  • determine and agree with the Board the framework or broad policy for the remuneration of the chairman, executive directors and any employees that the Board delegates to it;
  • within the terms of the agreed policy, determine individual remuneration packages including bonuses, incentive payments, share options, pension arrangements and any other benefits;
  • determine the contractual terms on termination and individual termination payments, ensuring that the duty of the individual to mitigate loss is fully recognised;
  • in determining individual packages and arrangements, give due regard to the comments and recommendations of the Governance Code and the AIM Rules for Companies;
  • be told of and be given the chance to advice on any major changes in employee benefit structures in the Company;
  • recommend and monitor the level and structure of remuneration for senior managers below Board level as determined; and
  • agree the policy for authorising claims for expenses from the Chief Executive Officer and from the Chairman of the Board.

The Committee is authorised by the Board to:

  • seek any information it requires from any employee of the Company in order to perform its duties;
  • be responsible for establishing the selection criteria and then for selecting, appointing and setting the terms of reference for any remuneration consultants providing advice to the Committee, at Company’s expense; and
  • obtain, at the Company’s expense, outside legal or other professional advice where necessary in the course of its activities.

Audit Committee

The Audit Committee will review each year the arrangements for safeguarding auditor objectivity and independence.

The members of the Audit Committee are:

  • Karen Bach (Chairperson)
  • Richard Rose

The Audit Committee will review the scope, results and cost-effectiveness of internal and external audit, and has delegated power from the Board to exercise the power from Shareholders to agree fees for external auditors. The Audit Committee is responsible for satisfying itself on the independence of internal auditors and on the independence and objectivity of external auditors. The Committee reviews the operation of internal controls and, from the coming year, will report to the Board on the annual review of the internal control and risk management.

Nomination Committee

The Nomination Committee comprises the following members:

  • Karen Bach (Chairperson)
  • Richard Rose

Each of the Nomination Committee members are independent Non‑executive Directors.

The function of the Nomination Committee is to provide a formal, rigorous and transparent procedure for the appointment of new directors to the Board. In carrying out its duties, the Nomination Committee is primarily responsible for:

  • identifying and nominating candidates to fill board vacancies;
  • evaluating the structure and composition of the board with regard to the balance of skills, knowledge and experience and making recommendations accordingly;
  • reviewing the time requirements of Non‑executive Directors;
  • giving full consideration to succession planning; and
  • reviewing the leadership of the Group.

The Company has adopted a share dealing code for directors and applicable employees and the Company will take all reasonable steps to ensure compliance by its directors and applicable employees with the provisions of MAR and of the AIM Rules for Companies relating to dealing in securities.

DETAILS OF ANY OTHER EXCHANGES OR TRADING PLATFORMS
The Company is a public company incorporated in the United Kingdom and its Ordinary Shares will be admitted to trading on AIM. Accordingly, the UK City Code on Takeovers and Mergers applies to the Company. The Company is not listed on any other exchange or trading platforms.

NUMBER OF SECURITIES IN ISSUE
There are 20,259,258 ordinary shares in issue. No shares are held as treasury shares. Please see below for the percentage of securities that is not in public hands together with the identity and percentage holdings of significant shareholders.

As at 29 June 2018, the Company has been advised of the following significant interests (greater than 3%) in its ordinary share capital:

SHAREHOLDER ORDINARY SHARES HELD % HELD
Canaccord Genuity Group Inc 3,964,000 19.57
Arrowgrass Capital Partners LLP 3,250,000 16.04
BT Investment Mgt 1,955,000 9.65
Killik & Co 1,904,406 9.40
Adrian Jones 1,777,777 8.78
Legal & General Group 1,705,000 8.42
Octopus Investments Limited 1,220,000 6.02
Gresham House plc 929,390 4.59
Unicorn Asset Mgt Ltd 914,000 4.51
Amati Global Partners 610,000 3.01

The percentage of shares not in public hands is 44.72%.

DETAILS OF ANY RESTRICTIONS ON THE TRANSFER OF SECURITIES
There are no restrictions on the transfer of AIM securities.

NOTIFICATIONS
Please see news section for details of all notifications made in the past twelve months.

ADVISORS
Nominated Advisor and Broker: Stockdale Securities Limited, 100 Wood Street, London EC2V 7AN
Broker: Peel Hunt LLP, 120 London Wall, London EC2Y 5ET
Auditors: KPMG LLP, 15 Canada Square, London E14 5GL
Legal Advisors: Eversheds LLP, 115 Colmore Row, Birmingham B3 3AL
Registrars: Equiniti Limited, Broadgate Tower, 20 Primrose Street, London EC2A 2EW

COMPANY DOCUMENTS
The Company’s Admission document and any circulars or similar publications sent to shareholders within the past 12 months can be found in the documents section.

The information contained in the AIM Rule 26 section is disclosed pursuant to Rule 26 of the AIM Rules for Companies.

 

CONTACT

Escape Hunt plc
3 Pear Place, London SE1 8BT

Investor Enquiries
Mustapha Omar, Escape Hunt plc – 0776 769 7596
George Sellar, Peel Hunt LLP – 0207 418 8900
Daniel Harris, Stockdale Securities Limited – 0207 601 6100

Media Enquiries
Will Smith, Tulchan Communications – 07872 350 428

 

 

DOCUMENTS

 

NEWS

NOTIFICATION OF MAJOR INTEREST 26TH JUNE 2018

26 JUNE 2018

For filings with the FSA include the annex For filings with issuer exclude the annex TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES Click here for full details

NOTIFICATION OF MAJOR INTEREST 23RD JUNE 2018

23 JUNE 2018

For filings with the FSA include the annex For filings with issuer exclude the annex TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES Click here for full details

NOTIFICATION OF MAJOR INTEREST 8TH JUNE 2018

8 JUNE 2018

For filings with the FSA include the annex For filings with issuer exclude the annex TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES Click here for full details

NOTIFICATION OF MAJOR INTEREST 30TH MAY 2018

30 MAY 2018

For filings with the FSA include the annex For filings with issuer exclude the annex TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES Click here for full details

RESULT OF AGM

Escape Hunt, the global provider of live “Escape the Room” experiences, announces that all of the resolutions proposed today at the Annual General Meeting of the Company were duly passed.

Enquiries:

Escape Hunt plc
Richard Harpham 07584 173958
Alistair Rae 07736 883934
Stockdale Securities Limited (Nominated Adviser and Joint Broker)
Daniel Harris, David Coaten 020 7601 6100
Fiona Conroy (Corporate Broking)
Peel Hunt LLP (Joint Broker)
Adrian Trimmings
020 7418 8900

APPOINTMENT OF NOMAD

Escape Hunt, the global provider of live “Escape the Room” experiences, is pleased to announce that it has today appointed Stockdale Securities Limited as Nominated Adviser to the Company with immediate effect.

Enquiries:

Escape Hunt plc
Richard Harpham 07584 173958
Alistair Rae 07736 883934
Stockdale Securities Limited (Nominated Adviser and Joint Broker)
Daniel Harris, David Coaten 020 7601 6100
Fiona Conroy (Corporate Broking)
Peel Hunt LLP (Joint Broker)
George Sellar
020 7418 8900

2017 FINAL RESULTS

11 April 2018

Escape Hunt plc (“Escape Hunt” or the “Company”), a global leader in the high growth “escape rooms sector” announces its audited results for the year ending 31 December 2017.

Final Results For the 12 Months Ended 31 December 2017

 

TRADING UPDATE

Escape Hunt plc, the global entertainment network offering unique “escape the room” adventures to the public and corporate clients, today announces the opening of its first UK owner-operated site in Bristol. This site is the first of three to open this month, alongside Birmingham and Leeds, with a further five locations to open in the coming months. All of these venues are located in prime sites in the centre of town with high footfall and in close proximity to potential large corporate customers.

As previously announced in the operational update on 19 December, securing these premium sites and obtaining planning permission has contributed to delays in opening the initial UK sites and their associated revenues but the company has a strong pipeline of sites.

In addition, in the week before Christmas, the Company acquired an escape room business in Bournemouth from a single site competitor for a nominal sum. This is a well-invested site with four games rooms which had only recently opened.

Since admission to AIM the Company embarked on a detailed strategic review of the marketplace, following which significant effort was expended in enhancing every aspect of the business with the objective of differentiating itself from its competitors. Management has made many design and operational changes to the original model culminating in a rebranding of the business. The resulting quality and differentiation of these initiatives has opened up the possibility for exciting partnerships with content providers and franchise opportunities.

Escape Hunt also embarked upon a thorough review of its game portfolio and decided to further optimise its offering by developing higher quality and scaleable games alongside the rebranding. This will enable the company to better take advantage of the significant market opportunity, and to consolidate its position as the premium escape room operator for both corporate customers and consumers. The Board carefully considered the consequential delays to the opening programme resulting from this strategic work and determined that the shift in the site opening plan to be well worthwhile and believes it will lead to enhanced longer term benefits.

The Company will announce its preliminary results for the year ended 31 December 2017 in early April.

Richard Harpham, Escape Hunt Chief Executive Officer, said:

“We are delighted to have opened our first UK site and are excited about the further openings in the coming months. I am proud of the team for delivering such a good quality site and the learnings from our first opening will help our UK roll out and benefit the international franchise network.”

Enquiries:

Escape Hunt plc

Richard Harpham               07584 173958

Alistair Rae                         07736 883934

 

Peel Hunt LLP

Adrian Trimmings, George Sellar               020 7418 8900

Stockdale Securities Ltd

Daniel Harris, Hanan Lee                           020 7601 6100

www.escapehunt.com

About Escape Hunt

The Escape Hunt group is a global provider of live “escape the room” experiences. The first branch was opened in Bangkok, Thailand in 2013 and the business has grown rapidly, becoming a global network with mainly franchised outlets. The company was admitted to AIM in May 2017 with the strategy of focussing on rolling out owner operated branches, whilst continuing the opening of franchise sites.

 

STRATEGIC AND OPERATIONAL UPDATE

Escape Hunt, the global provider of live “Escape the Room” experiences, is providing the following strategic and operational update.

The Board is pleased with the progress made as it has continued to develop the approach to growing this early stage business. After a detailed review of the competitive landscape, which has given further confidence in both the strategy and the market opportunity, the Group has adapted its approach to property to target premium, city centre sites with high footfall and close to potential corporate customers.

Escape Hunt has also significantly strengthened the management team with a number of senior hires who bring substantial experience in working with international entertainment brands. This has enabled the group to start work on evolving the brand across the group as well as commencing early stage conversations with regard to licensing partnerships with leading entertainment, content and brand owners for new “Escape the Room” concepts.

At the time of the publication of the interim results on 18 September, Escape Hunt announced that it was in process to acquire leases on eight sites across the UK in 2017. Five of these leases have now been signed and the additional three leases are in the final stages of negotiation, pending planning. Planning issues have contributed to the delay in the opening of initial UK sites and their associated revenues but the commercial terms of the leases have been within management expectations and the Board is pleased to have secured some excellent locations. In addition, there is a good pipeline of further sites where commercial negotiations are under way.

The fit-out work at the Birmingham site is almost complete and is due to open in early 2018. Works are underway at the Bristol and Leeds sites, with Edinburgh and Oxford fit-out work due to start in early 2018.

A marketing team has been established ahead of the UK launch in Birmingham and the design and delivery processes are being improved and strengthened to ensure a seamless and integrated system. A number of partners have been identified who will provide the enhanced delivery capability for games to be delivered with reduced lead times and ensuring brand and quality consistency. This process can be applied for the benefit of franchisees, as well as to the Company’s own sites.

Escape Hunt recently launched its first app “Escape Hunt: The Lost Temples” with a positive AppStore reaction. The international franchise business continues to perform well and Escape Hunt’s EBITDA loss before exceptional costs for 2017 is in line with management expectations.

Richard Harpham, Escape Hunt Chief Executive Officer, said:

“We have been putting in place solid foundations to deliver growth of the business and we remain confident about our ambitions over the next three years. All of the work we have completed to date shows us that Escape Hunt has significant competitive advantage and that with the right approach to property, brand and people will deliver exciting Escape Room experiences to customers.”

Enquiries:

Escape Hunt plc
Richard Harpham 07584 173958
Alistair Rae 07736 883934
Peel Hunt LLP
Adrian Trimmings, George Sellar 020 7418 8900
Stockdale Securities Ltd
Daniel Harris, Hanan Lee
Fiona Conroy (Corporate Broking) 020 7601 6100
Tulchan Communications
Susanna Voyle, Will Smith 020 7353 4200

 

2017 INTERIM RESULTS

18 September 2017

Escape Hunt plc (“Escape Hunt” or the “Company”), a global leader in the high growth “escape rooms sector” announces its interim results for the 6 months ended 30 June 2017.

Interim Results For the 6 Months Ended 30 June 2017

 

RESULTS OF AGM, 27TH JULY, 2017

 27TH JULY, 2017

All of the Resolutions proposed today at the Annual General Meeting of the Company were duly passed.

 

Enquiries:

Escape Hunt plc

Richard Harpham, CEO                     07584 173958

Alistair Rae, CFO                                07736 883934

Peel Hunt LLP

Adrian Trimmings, George Sellar   020 7418 8900

Stockdale

Daniel Harris                                      020 7353 4200

 

AGM STATEMENT, 27TH JULY, 2017

 27TH JULY, 2017

The following is the text of a statement which will be read at the Annual General Meeting of the Company later today by the Chairman, Richard Rose:

“We are delighted to have come to the market as Escape Hunt earlier this year.

The key metric by which we judge our franchisee business is the share of revenue which we receive from our franchisees and I am pleased to report that the result in the first 6 months of 2017 is exactly in line with our expectations.

We have been pleased with the sites we have been able to find across the UK, of which 6 are now in the legal documentation phase. These are all in high quality locations and meet our overall parameters. The first site is on track to open in November.

We are also pleased that nothing we have witnessed in the market place has given us any cause to doubt our assumptions and expectations for this market.

Our predominant near-term strategy remains to roll out owner-operated sites in our target markets of the UK and certain EU territories, whilst continuing to grow the Escape Hunt franchise globally.”

 

Enquiries:

Escape Hunt plc

Richard Harpham, CEO                     07584 173958

Alistair Rae, CFO                                07736 883934

Peel Hunt LLP

Adrian Trimmings, George Sellar   020 7418 8900

Stockdale Securities Ltd

Daniel Harris                                       020 7601 6100

Tulchan Communications

Susanna Voyle, Will Smith                020 7353 4200

 

NOTIFICATION OF MAJOR INTEREST 3RD JULY 2017

For filings with the FSA include the annex
For filings with issuer exclude the annex

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

Click here for full details

 

POSTING OF ACCOUNTS AND NOTICE OF AGM

Escape Hunt plc, the global escape rooms entertainment company, has published its 2016 Annual Report and Accounts which have been sent to shareholders and is available on the Company’s website: escapehunt.com

The Company will hold its Annual General Meeting on 27 July, 2017 at 10 am.

Escape Hunt plc
Richard Harpham, Chief Executive Officer 07584 173958
Alistair Rae, Chief Finance Director 07736 883934
Peel Hunt LLP 0207 418 8900
Adrian Trimmings, George Sellar
George Sellar
Stockdale Securities Ltd 020 7601 6100
Daniel Harris, Elhanan Lee
Tulchan Communications 0207 353 4200
Susanna Voyle, Will Smith

 

FULL YEAR RESULTS FOR THE PERIOD ENDED 31ST DECEMBER 2016

Escape Hunt results RNS 28-6-17

 

CHANGE OF ACCOUNTING PERIOD

Escape Hunt (AIM: ESC) announces its intention to:

  • change its financial year end to the end of December, in line with Experiential Ventures Ltd, the company which Escape Hunt acquired on 3 May 2017 (the “Acquisition”);
  • release, by 30 June 2017, its financial information for the period from 17 May 2016 (the date of the Company’s incorporation) to 31 December 2016. This financial information will not include the impact of the Acquisition; and
  • release, by 30 September 2017, its interim financial information for the 6 month period to 30 June 2017. This financial information will include the impact of the Acquisition.

Enquiries

Escape Hunt plc                                                 Tel: +44 (0) 161 957 8888
Richard Harpham, Chief Executive Officer
Alistair Rae, Chief Financial Officer

Peel Hunt – NOMAD and joint broker              Tel: +44 (0) 207 418 8900
Adrian Trimmings
George Sellar
Alex Lomax

Stockdale Securities – Joint broker                   Tel: +44 (0) 207 601 6100
Daniel Harris
El Hanan Lee

Tulchan Communications – Financial PR            Tel: +44 (0) 207 353 4200
Susanna Voyle, Will Smith

NOTIFICATION OF MAJOR INTEREST 3RD MAY 2017

For filings with the FSA include the annex
For filings with issuer exclude the annex

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

Click here for full details

NOTIFICATION OF MAJOR INTEREST 3RD MAY 2017

For filings with the FSA include the annex
For filings with issuer exclude the annex

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

Click here for full details

 

NOTIFICATION OF MAJOR INTEREST 3RD MAY 2017

For filings with the FSA include the annex
For filings with issuer exclude the annex

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

Click here for full details

 

HOLDING(S) IN COMPANY

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are
attached: ii
Escape Hunt plc
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights ü
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the
notification obligation: iii
Octopus Investments Nominees Limited
4. Full name of shareholder(s)
(if different from 3.):iv
n/a
5. Date of the transaction and date on
which the threshold is crossed or
reached: v
03/05/2017
6. Date on which issuer notified: 03/05/2017
7. Threshold(s) that is/are crossed or
reached: vi, vii
6%

 

 

8. Notified details: n/a
A: Voting rights attached to shares viii, ix
Class/type of
shares
if possible using
the ISIN CODE
Situation previous
to the triggering
transaction
Resulting situation after the triggering transaction
Number
of
Shares
Number
of
Voting
Rights
Number
of shares
Number of voting
rights
% of  voting rights x
Direct Direct xi Indirect xii Direct Indirect
GB00BDB79J29 0 0 1220000 1220000 6.02%
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial
instrument
Expiration
date xiii
Exercise/
Conversion Period xiv
Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.
% of voting
rights
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financial
instrument
Exercise price Expiration date xvii Exercise/
Conversion period xviii
Number of voting rights instrument refers to % of voting rights xix, xx
Nominal Delta
Total (A+B+C)
Number of voting rights Percentage of voting rights
1220000 6.02%

 

 

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: xxi
n/a
Proxy Voting:
10. Name of the proxy holder: n/a
11. Number of voting rights proxy holder will cease
to hold:
n/a
12. Date on which proxy holder will cease to hold
voting rights:
n/a
13. Additional information:
14. Contact name: Annaliese Maisch
15. Contact telephone number: 020 7716 6477

 

DIRECTOR / PDMR SHAREHOLDING

NOTIFICATION AND PUBLIC DISCLOSURE IN ACCORDANCE WITH THE REQUIREMENTS OF THE EU MARKET ABUSE REGULATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Richard Harpham
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Escape Hunt plc
b) LEI
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument G Shares of £0.00001 each per share in Escape Hunt Group Limited (“G-Shares”), a wholly owned subsidiary of Escape Hunt plc
b) Nature of the transaction Subscription of 560 G-Shares (as described in Paragraph 3 and 5 of Part 8 in the re-admission document published on 13 April 2017 in connection with the acquisition of Experiential Ventures Ltd)
c) Price(s) and volume(s) Price(s)             100pVolume(s)         560
d) Aggregated information N/A
e) Date of transaction 3 May 2017
f) Place of transaction
Outside a trading venue

 

 

 1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Alistair Rae
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Escape Hunt plc
b) LEI
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument G Shares of £0.00001 each per share in Escape Hunt Group Limited (“G-Shares”), a wholly owned subsidiary of Escape Hunt plc
b) Nature of the transaction Subscription of 280 G-Shares (as described in Paragraph 3 and 5 of Part 8 in the re-admission document published on 13 April 2017 in connection with the acquisition of Experiential Ventures Ltd)
c) Price(s) and volume(s) Price(s)             100pVolume(s)         280
d) Aggregated information N/A
e) Date of transaction 3 May 2017
f) Place of transaction
Outside a trading venue

 

 1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Andrew Jacobs
2 Reason for the notification
a) Position/status PDMR
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Escape Hunt plc
b) LEI
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument G Shares of £0.00001 each per share in Escape Hunt Group Limited (“G-Shares”), a wholly owned subsidiary of Escape Hunt plc
b) Nature of the transaction Subscription of 160 G-Shares (as described in Paragraph 3 and 5 of Part 8 in the re-admission document published on 13 April 2017 in connection with the acquisition of Experiential Ventures Ltd)
c) Price(s) and volume(s) Price(s)            100pVolume(s)         160
ed Aggregated information N/A
e) Date of transaction 3 May 2017
f) Place of transaction
Outside a trading venue

 

DIRECTOR / PDMR SHAREHOLDING

NOTIFICATION AND PUBLIC DISCLOSURE IN ACCORDANCE WITH THE REQUIREMENTS OF THE EU MARKET ABUSE REGULATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 

 1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Richard Rose
2 Reason for the notification
a) Position/status Non-executive Chairman
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Escape Hunt plc
b) LEI
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1.25 pence per share in Escape Hunt plc (“Ordinary Shares”).

Identification code: ISIN GB00BDB79J29

b) Nature of the transaction Purchase of 37,000 Ordinary Shares
c) Price(s) and volume(s) Price(s)             135pVolume(s)         37,000
d) Aggregated information N/A
e) Date of transaction 3 May 2017
f) Place of transaction
London Stock Exchange (XLON); AIM

 

 

 1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Richard Harpham
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Escape Hunt plc
b) LEI
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1.25 pence per share in Escape Hunt plc (“Ordinary Shares”).

Identification code: ISIN GB00BDB79J29

b) Nature of the transaction Purchase of 7,400 Ordinary Shares
c) Price(s) and volume(s) Price(s)             135pVolume(s)         7,400
d) Aggregated information N/A
e) Date of transaction 3 May 2017
f) Place of transaction
London Stock Exchange (XLON); AIM

 

 1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Alistair Rae
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Escape Hunt plc
b) LEI
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1.25 pence per share in Escape Hunt plc (“Ordinary Shares”).

Identification code: ISIN GB00BDB79J29

b) Nature of the transaction Purchase of 14,800 Ordinary Shares
c) Price(s) and volume(s) Price(s)             135pVolume(s)         14,800
d) Aggregated information N/A
e) Date of transaction 3 May 2017
f) Place of transaction
London Stock Exchange (XLON); AIM

 

 1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Karen Bach
2 Reason for the notification
a) Position/status Non-executive Director
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Escape Hunt plc
b) LEI
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1.25 pence per share in Escape Hunt plc (“Ordinary Shares”).

Identification code: ISIN GB00BDB79J29

b) Nature of the transaction Purchase of 7,400 Ordinary Shares
c) Price(s) and volume(s) Price(s)             135pVolume(s)         7,400
d) Aggregated information N/A
e) Date of transaction 3 May 2017
f) Place of transaction
London Stock Exchange (XLON); AIM

 

 1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Adrian Jones
2 Reason for the notification
a) Position/status Non-executive Director
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Escape Hunt plc
b) LEI
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1.25 pence per share in Escape Hunt plc (“Ordinary Shares”).

Identification code: ISIN GB00BDB79J29

b) Nature of the transaction Receipt of 1,777,777 Ordinary Shares in respect of the Consideration Shares (as defined in the re-admission document published on 13 April 2017 in connection with the acquisition of Experiential Ventures Ltd)
c) Price(s) and volume(s) Price(s)             135pVolume(s)         1,777,777
d) Aggregated information N/A
e) Date of transaction 3 May 2017
f) Place of transaction
London Stock Exchange (XLON); AIM

 

 1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Paul Bartosik
2 Reason for the notification
a) Position/status PDMR
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Escape Hunt plc
b) LEI
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1.25 pence per share in Escape Hunt plc (“Ordinary Shares”).

Identification code: ISIN GB00BDB79J29

b) Nature of the transaction Receipt of 1,777,778 Ordinary Shares in respect of the Consideration Shares (as defined in the re-admission document published on 13 April 2017 in connection with the acquisition of Experiential Ventures Ltd)

 

c) Price(s) and volume(s) Price(s)             135pVolume(s)         1,777,778
d) Aggregated information N/A
e) Date of transaction 3 May 2017
f) Place of transaction
London Stock Exchange (XLON); AIM

 

 1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Hubert van den Bergh
2 Reason for the notification
a) Position/status Former Non-executive Director (stepped down from the board on 3 May 2017)
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Escape Hunt plc
b) LEI
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1.25 pence per share in Escape Hunt plc (“Ordinary Shares”).

Identification code: ISIN GB00BDB79J29

b) Nature of the transaction Sale of 1,444,444 Ordinary Shares to Escape Hunt plc as part of the Share Buy-Back (as defined in the re-admission document published on 13 April 2017 in connection with the acquisition of Experiential Ventures Ltd)
c) Price(s) and volume(s) Price(s)             1.25pVolume(s)         1,444,444
d) Aggregated information N/A
e) Date of transaction 3 May 2017
f) Place of transaction
London Stock Exchange (XLON); AIM

 

 1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Karen Jones
2 Reason for the notification
a) Position/status Former Non-executive Director (stepped down from the board on 13 April 2017)
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Escape Hunt plc
b) LEI
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1.25 pence per share in Escape Hunt plc (“Ordinary Shares”).

Identification code: ISIN GB00BDB79J29

b) Nature of the transaction Sale of 666,666 Ordinary Shares to Escape Hunt plc as part of the Share Buy-Back (as defined in the re-admission document published on 13 April 2017 in connection with the acquisition of Experiential Ventures Ltd)
c) Price(s) and volume(s) Price(s)             1.25pVolume(s)         666,666
d) Aggregated information N/A
e) Date of transaction 3 May 2017
f) Place of transaction
London Stock Exchange (XLON); AIM

 

RE-ADMISSION AND FIRST DAY OF DEALINGS

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, JAPAN OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement does not constitute an offer of securities for sale or subscription in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws on the basis of information contained in the admission document (as referred to below) in connection with the Placing and the re-admission of the Company’s ordinary shares to trading on AIM, a market operated by the London Stock Exchange. Copies of the admission document are available from the Company’s website at www.escapehunt.com.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

Escape Hunt plc (the “Company” or “Escape Hunt”)

 

Re-Admission and First Day of Dealings

 

Escape Hunt plc, a global provider of live ‘escape the room’ experiences (AIM: ESC), is pleased to announce the commencement of dealings earlier today in its ordinary shares of 1.25 pence each (“Ordinary Shares”) having successfully completed the acquisition of Experiential Ventures Ltd, as announced on 13 April 2017 and approved by Shareholders yesterday.

 

Highlights:

 

  • The Company has purchased the entire issued share capital of Experiential Ventures Ltd for a consideration of £12 million on a cash free debt free basis, with a normalised level of working capital (the “Acquisition”).

 

  • The consideration of the Acquisition was funded by a payment of £7.2 million cash and by the issue to the Sellers of 3,555,555 Consideration Shares.

 

  • In order to fund the cash consideration payable pursuant to the Acquisition and associated costs and expenses, as well as working capital, the Company successfully placed a total of 10,370,370 Placing Shares at a price of 135 pence per share, with new and existing institutional investors, as well as certain Directors and Proposed Directors, to raise gross proceeds of £14.0 million (net proceeds £10.8 million after expenses). The Company also used existing cash resources to fund the Acquisition.

 

  • The remaining cash in the business following completion of the Proposals will be used to fund the growth strategy of Escape Hunt and working capital generally.

 

  • The appointments of the Proposed Directors, who are Richard Harpham (Chief Executive Officer), Alistair Rae (Chief Financial Officer), Adrian Jones (Non-Executive Director) and Karen Bach (Non-Executive Director), are now complete. Richard Rose remains Non-executive Chairman, whilst Hubert van den Bergh has stepped down from the board.

 

  • The Company has successfully changed its name to Escape Hunt plc.

 

  • The Company has successfully changed its TIDM from DAR to ESC.

 

  • The Enlarged Share Capital, being the number of Ordinary Shares in issue immediately after re-admission to AIM is 20,259,258.

 

Commenting on the re-admission to AIM, Richard Harpham, Chief Executive Officer, said:

 

“We are delighted to have brought Escape Hunt to the market. This business is a global leader in “escape the room” games, a fast-growing experiential leisure sector, and is now better placed than ever before to deliver its ambitious international roll out strategy. We look forward to working with franchise partners around the world to further develop our bespoke adventure experiences for our customers.”

Other than where defined, capitalised terms used in the announcement have the meanings given to them in the admission document published on 13 April 2017.

Enquiries

 

Escape Hunt plcRichard Harpham, Chief Executive Officer

Alistair Rae, Chief Financial Officer

 

Tel: +44 (0) 161 957 8888
Peel Hunt – NOMAD and joint brokerAdrian Trimmings

George Sellar

Alex Lomax

 

Tel: +44 (0) 207 418 8900
Stockdale Securities – Joint brokerDaniel Harris

El Hanan Lee

Tel: +44 (0) 207 601 6100
Tulchan Communications – Financial PRSusanna Voyle, Will Smith

 

Tel: +44 (0) 207 353 4200

Important information:

Peel Hunt LLP (“Peel Hunt“), which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company as nominated adviser, joint corporate broker and joint bookrunner in connection with the Placing and Admission and is not acting for or otherwise responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt or for advising any such person in connection with the Placing or Admission.

Stockdale Securities Limited (“Stockdale Securities“), which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company as joint corporate broker and joint bookrunner in connection with the Placing and Admission and is not acting for or otherwise responsible to anyone other than the Company for providing the protections afforded to customers of Stockdale Securities or for advising any such person in connection with the Placing or Admission.

Peel Hunt’s responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, any Proposed Director or to any other person in respect of his decision to acquire Placing Shares in reliance on the Admission Document or any other information.

Forward-looking statements

Some of the statements in this announcement include forward looking statements which reflect the Directors’ current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group’s products and services).  These statements include forward looking statements both with respect to the Group and with respect to the sectors and industries in which the Group operates.  Statements which include the words “expects”, “intends”, “plans”, believes”, “projects”, “anticipates”, “will”, “targets”, “aims”, “may”, “would”, “could”, “continue” and similar statements are of a forward looking nature.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group’s actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group’s operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.

These forward looking statements speak only as of the date of this announcement.  The Company undertakes no obligation to publicly update or review any forward looking statement, whether as a result of new information, future developments or otherwise, unless required to do so by applicable law or the AIM Rules for Companies.  All subsequent written and oral forward looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph.  Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ from those indicated or suggested by the forward looking statements in this announcement before making an investment decision.

Important information

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the “United States“), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African, New Zealand or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act“) or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state laws. There will be no public offer of the securities in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, the Republic of South Africa, New Zealand or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.

No representation or warranty, express or implied, is made by the Company, Peel Hunt or Stockdale Securities as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by any of them, the Directors or any other person, in connection with the Placing and Admission, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statutory rights of any person to whom this announcement is issued). Neither Peel Hunt nor Stockdale Securities accepts any liability whatsoever for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement for which the Company and the Directors are solely responsible.

 

RESULT OF GENERAL MEETING

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, JAPAN OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement does not constitute an offer of securities for sale or subscription in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws on the basis of information contained in the admission document (as referred to below) in connection with the Placing and the re-admission of the Company’s ordinary shares to trading on AIM, a market operated by the London Stock Exchange. Copies of the admission document are available from the Company’s website at www.dorcasterplc.com.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

Dorcaster plc

(the “Company” or “Dorcaster”)

Result of General Meeting

Dorcaster plc (AIM: DAR), is pleased to announce that the Resolutions put to Shareholders at the General Meeting of the Company, held earlier today, were duly passed.

As shareholder approval has now been received, as required under Rule 14 of the AIM Rules, the admission of the Company’s Ordinary Shares to trading on AIM will be cancelled (immediately prior to Admission) and the re-admission of the Company’s Ordinary Shares to trading on AIM and dealings in such Ordinary Shares will take place at 8.00 a.m. on 3 May 2017 (“Admission”).

The Company’s change of name will now be registered at Companies House. In addition, the Company’s TIDM (‘DAR’) will be changed to ‘ESC’ and the Company’s website, at which all information required pursuant to Rule 26 of the AIM Rules for Companies can be found, changed to  www.escapehunt.com, both of which are effective on Admission.

Following Admission, the total number of Ordinary Shares in issue will be 20,259,258. There are no shares held in treasury. Accordingly, the total number of voting rights in the Company on Admission will be 20,259,258. This figure may be used by Shareholders as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Other than where defined, capitalised terms used in the announcement have the meanings given to them in the admission document published on 13 April 2017.

Enquiries
DorcasterAlistair Rae, Company Secretary

 

Tel: +44 (0) 161 957 8888
Peel Hunt – NOMAD and joint brokerAdrian Trimmings

George Sellar

Alex Lomax

 

Tel: +44 (0) 207 418 8900
Stockdale Securities – Joint brokerDaniel Harris

El Hanan Lee

Tel: +44 (0) 207 601 6100
Tulchan Communications – Financial PRSusanna Voyle, Will Smith

 

Tel: +44 (0) 207 353 4200

Important information:

Peel Hunt LLP (“Peel Hunt“), which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company as nominated adviser, joint corporate broker and joint bookrunner in connection with the Placing and Admission and is not acting for or otherwise responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt or for advising any such person in connection with the Placing or Admission.

Stockdale Securities Limited (“Stockdale Securities“), which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company as joint corporate broker and joint bookrunner in connection with the Placing and Admission and is not acting for or otherwise responsible to anyone other than the Company for providing the protections afforded to customers of Stockdale Securities or for advising any such person in connection with the Placing or Admission.

Peel Hunt’s responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, any Proposed Director or to any other person in respect of his decision to acquire Placing Shares in reliance on the Admission Document or any other information.

Forward-looking statements

Some of the statements in this announcement include forward looking statements which reflect the Directors’ current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group’s products and services).  These statements include forward looking statements both with respect to the Group and with respect to the sectors and industries in which the Group operates.  Statements which include the words “expects”, “intends”, “plans”, believes”, “projects”, “anticipates”, “will”, “targets”, “aims”, “may”, “would”, “could”, “continue” and similar statements are of a forward looking nature.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group’s actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group’s operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.

These forward looking statements speak only as of the date of this announcement.  The Company undertakes no obligation to publicly update or review any forward looking statement, whether as a result of new information, future developments or otherwise, unless required to do so by applicable law or the AIM Rules for Companies.  All subsequent written and oral forward looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph.  Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ from those indicated or suggested by the forward looking statements in this announcement before making an investment decision.

Important information

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the “United States“), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African, New Zealand or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act“) or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state laws. There will be no public offer of the securities in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, the Republic of South Africa, New Zealand or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.

No representation or warranty, express or implied, is made by the Company, Peel Hunt or Stockdale Securities as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by any of them, the Directors or any other person, in connection with the Placing and Admission, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statutory rights of any person to whom this announcement is issued). Neither Peel Hunt nor Stockdale Securities accepts any liability whatsoever for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement for which the Company and the Directors are solely responsible.

 

DORCASTER PLC: PROPOSED PLACING, ACQUISITION AND NAME CHANGE

13 April 2017

Dorcaster Plc

(“Dorcaster” or “the Company”)

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, JAPAN OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement does not constitute an offer of securities for sale or subscription in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws on the basis of information contained in the Admission Document (as defined below) in connection with the Placing (as defined below) and the proposed re-admission of the Company’s ordinary shares to trading on AIM, a market operated by the London Stock Exchange. Copies of the Admission Document are available from the Company’s website at www.dorcasterplc.com.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

Proposed Acquisition of Experiential Ventures Ltd
Proposed change of name to Escape Hunt plc
Proposed placing of 10,370,370 Placing Shares of 1.25 pence each
at 135 pence per share
Proposed authorities to allot relevant securities and dis-apply pre-emption rights
Amendment to the Articles
Proposed Share Buy-Back
Admission of the Enlarged Share Capital to AIM and Notice of General Meeting

1. INTRODUCTION

The Company announces that it has conditionally agreed to purchase the entire issued share capital of Experiential Ventures Ltd for a consideration of £12 million on a cash free and debt free basis, with a normalised level of working capital. Experiential Ventures Ltd is the holding company of the Escape Hunt Group. The consideration (following adjustments for cash/debt and working capital) would be funded by a payment of £7.2 million in cash on Completion and by the issue to the Sellers of the Consideration Shares.

In order to fund the cash consideration payable pursuant to the Acquisition and associated costs and expenses, as well as working capital, the Company has also today announced the conditional placing of 10,370,370 Placing Shares at 135 pence per share to raise £14 million (£10.8 million net of expenses (including VAT)). The Acquisition constitutes a reverse takeover of the Company for the purposes of the AIM Rules for Companies and accordingly requires Shareholder approval.

At the same time as the Acquisition and the Placing, the Directors are making other consequential proposals comprising the change of the Company’s name to Escape Hunt plc, seeking new authorities to allot relevant securities and to dis-apply pre-emption rights which are appropriate in light of the Enlarged Share Capital which would be in issue following completion of the Proposals, to amend the Articles and to approve the Share Buy-Back.

The Proposals are conditional, amongst other things, upon the passing of the Resolutions at a General Meeting to be held at the offices of Eversheds Sutherland (International) LLP, One Wood Street, London EC2V 7WS at 9.30 a.m. on 2 May 2017, and Admission taking place. It is expected that Admission will become effective, and that dealings in the Enlarged Share Capital will commence on AIM, on 3 May 2017.

An admission document in respect of the admission of the Enlarged Share Capital (the “Admission Document”) has been posted to Shareholders on 13 April 2017. In addition, copies of the Admission Document will be available from the offices of Peel Hunt LLP (“Peel Hunt”) at Moor House, 120 London Wall, London EC2Y 5ET from the date of the Admission Document until the date falling one month from Admission, and on the Company’s website at www.dorcasterplc.com.

The Admission Document contains detailed information about the Escape Hunt Group, the Acquisition and the Placing and explains why the Directors consider the Proposals (excluding the Share Buy-Back on which they cannot make a recommendation) to be in the best interests of the Company and its Shareholders as a whole, and recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of the Admission Document.

All capitalised terms in this announcement are defined within the Admission Document.

Important information:

Peel Hunt, which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company as nominated adviser, joint corporate broker and joint bookrunner in connection with the Placing and Admission and will not be acting for or otherwise responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt or for advising any such person in connection with the Placing or Admission.

Stockdale Securities Limited (“Stockdale Securities”), which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company as joint corporate broker and joint bookrunner in connection with the Placing and Admission and will not be acting for or otherwise responsible to anyone other than the Company for providing the protections afforded to customers of Stockdale Securities or for advising any such person in connection with the Placing or Admission.

Peel Hunt’s responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, any Proposed Director or to any other person in respect of his decision to acquire Placing Shares in reliance on the Admission Document or any other information.

Forward-looking statements

Some of the statements in this announcement include forward looking statements which reflect the Directors’ current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group’s products and services). These statements include forward looking statements both with respect to the Group and with respect to the sectors and industries in which the Group operates. Statements which include the words “expects”, “intends”, “plans”, believes”, “projects”, “anticipates”, “will”, “targets”, “aims”, “may”, “would”, “could”, “continue” and similar statements are of a forward looking nature.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group’s actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group’s operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.

These forward looking statements speak only as of the date of this announcement. The Company undertakes no obligation to publicly update or review any forward looking statement, whether as a result of new information, future developments or otherwise, unless required to do so by applicable law or the AIM Rules for Companies. All subsequent written and oral forward looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ from those indicated or suggested by the forward looking statements in this announcement before making an investment decision.

Important information

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the “United States“), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African, New Zealand or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act“) or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state laws. There will be no public offer of the securities in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, the Republic of South Africa, New Zealand or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.

No representation or warranty, express or implied, is made by the Company, Peel Hunt or Stockdale Securities as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by any of them, the Directors or any other person, in connection with the Placing and Admission, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statutory rights of any person to whom this announcement is issued). Neither Peel Hunt nor Stockdale Securities accepts any liability whatsoever for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement for which the Company and the Directors are solely responsible.

Enquiries
DorcasterAlistair Rae, Company Secretary Tel: +44 (0) 161 957 8888
Peel HuntNominated adviser, joint bookrunner and joint corporate broker to Dorcaster

Adrian Trimmings

George Sellar

Alex Lomax

Al Rae (ECM)

Tel: +44 (0) 207 418 8900
Stockdale SecuritiesJoint bookrunner and joint corporate broker to Dorcaster

Daniel Harris

Tel: +44 (0) 207 601 6100

 

2. BACKGROUND ON THE COMPANY

The Company was admitted to AIM on 8 July 2016. The Company was formed by Richard Rose, Karen Jones and Hubert van den Bergh to create value for its investors through the acquisition and subsequent development of target businesses.

The Company’s investment policy is to acquire controlling stakes in one or more quoted or unquoted businesses or companies (in whole or in part) in the consumer and leisure sectors.

3. SUMMARY INFORMATION ON THE ESCAPE HUNT GROUP

The Escape Hunt Group is a global provider of live ‘escape the room’ experiences. The first Escape Hunt branch was opened in 2013 in Bangkok, Thailand. The business has grown quickly, becoming a franchised global network (including one owner-operated branch) of 38 branches operating 214 rooms across 20 countries (as at 28 February 2017).

In FY16, the Escape Hunt Group generated revenue of approximately £1.1 million revenue and profit before tax of approximately £0.3 million. As at 31 December 2016, the Escape Hunt Group had net liabilities of approximately £0.4 million.

Detailed information on the Escape Hunt Group is set out in Part 3 of the Admission Document and historical financial information on the Escape Hunt Group can be found in Part 5 of the Admission Document.

4. REASONS FOR THE ACQUISITION

In line with its investing policy, the Company’s stated strategy is to acquire controlling stakes in one or more quoted or unquoted businesses or companies (in whole or in part) in the consumer and leisure sectors.

The Directors and Proposed Directors consider that the opportunity represented by the Acquisition is aligned to this strategy and in the best interests of the Company and Shareholders because Escape Hunt:

  • is a global leader in a fragmented market enjoying explosive growth;
  • has a timely opportunity for further expansion;
  • has a successful worldwide offering;
  • has a clear growth plan with multiple revenue streams;
  • has attractive site economics; and
  • has an experienced management team.

Furthermore, the existing Escape Hunt Group is highly profitable with high levels of cash generation, achieving an Adjusted EBITDA margin of 35 per cent. and operating cash conversion of 131 per cent. in FY16.

5. MARKET OPPORTUNITY AND GROWTH STRATEGY FOR THE ENLARGED GROUP

The Directors and Proposed Directors believe that Escape Hunt, as a leading brand in the escape game market, has a global platform from which to accelerate growth.

Escape Hunt’s strategy is to initially open owner-operated branches in the UK and another European jurisdiction, where it is considered there are significant opportunities to launch Escape Hunt branches. In addition, Escape Hunt intends to continue to open further franchise branches across the globe. In 2017, the Directors and Proposed Directors plan to open 8 owner-operated branches and 18 franchise branches. In the medium term, the Directors and Proposed Directors are targeting over 100 owner-operated branches and 150 franchise branches.

6. CURRENT TRADING AND PROSPECTS

Dorcaster

Dorcaster is currently an investing company and does not trade. Since the Company’s admission to AIM in July 2016, the Company has incurred expenditure in line with the Directors’ expectations in exploring potential acquisitions in accordance with its investing policy.

Following completion of the Proposals, Dorcaster would no longer be an investing company for the purposes of the AIM Rules for Companies.

The Escape Hunt Group

Since 31 December 2016, the date to which the latest financial information included in the Admission Document has been prepared, the Escape Hunt Group has continued to trade in line with the Directors’ and Proposed Directors’ expectations.

7. DIRECTORS AND PROPOSED DIRECTORS

Directors

The Board currently comprises the following Directors:

Richard Rose, Non-executive Chairman

Richard has a wealth of experience chairing high profile boards. He has been Non-executive Chairman of Watchstone Group plc since May 2015, Crawshaw Group plc since 2006 and Anpario plc since 2005. Previously he has held a number of positions in organisations such as AC Electrical Wholesale, where he was Chairman from 2003 to 2006 and Whittard of Chelsea plc, where he was Chief Executive Officer and then Executive Chairman from 2004 to 2006. In accordance with best practice under the UK Corporate Governance Code, he stepped down as Non-executive Chairman of Booker Group plc in July 2015 having served three terms of three years each. In July 2016, Richard retired as Chairman of AO World plc after eight years. Richard is also Non-executive Chairman of CurrencyFair Limited.

Hubert van den Bergh, Non-executive Director

Hubert formerly worked for six years at Merrill Lynch Investment Managers as a fund manager investing in UK equities (1998 – 2004). Since then, he has worked at other investment management firms. Hubert was educated at Oxford University where he received a BA in Modern Languages. Given the proposed appointment of an additional Non-executive Director to the Board, it has been agreed that Hubert will resign from the Board on Completion.

Karen Jones has resigned from the Board in order to allow for the appointment of an additional Non-executive Director with relevant financial experience to become audit committee chair. The Board would like to thank Karen for all of her assistance to date in sourcing and reviewing potential acquisition opportunities for the Company.

Proposed Directors

On Admission, it is proposed that the following will be appointed as directors of the Company:

Richard Harpham, Proposed Chief Executive Officer

Richard has recently worked with the Escape Hunt management team, getting to know the business. Richard’s prior role was with Harris + Hoole, having been Chief Financial Officer and then Managing Director, responsible for its turnaround. Before this Richard spent over four years at Pret A Manger as Global Head of Strategy. Richard has also held a number of strategic and financial positions at companies including Constellation Brands, Shire Pharmaceuticals and Fujitsu Siemens Computers.

Alistair Rae, Proposed Chief Financial Officer

Alistair started his career at KPMG in 1979. Since then, he has worked in advisory roles at other financial services firms including Touche Ross (now part of Deloitte), Cazenove & Co. (now part of JP Morgan Cazenove) and HSBC. In addition, he has held financial, strategic and executive roles at Jarvis PLC, Imagelinx plc, Range Resources, DCCL, Motortrak Ltd, Simigon Ltd and Refresh Group Ltd. Alistair is a Chartered Accountant.

Adrian Jones, Proposed Non-executive Director

Adrian has served as a non-executive director of Escape Hunt since its incorporation in 2014 and has advised Paul Bartosik, the Escape Hunt founder, on the international expansion and day-to-day operations of the business. Early in his career, Adrian was the creator of WinMail, a leading email product in the early 1990s. Subsequently he has founded or managed multiple IT, sports and media companies. Adrian is the founder and executive director of the Witness Collection, one of the largest collections of Vietnamese art in the world.

Karen Bach, Proposed Non-executive Director

Karen is an entrepreneur and non-executive director with strong technology, international and transactional expertise. Karen was the Chief Financial Officer. at growing technology businesses IXEurope Plc, ACS Plc and Kewill Plc prior to founding KalliKids.com in 2012 where she is Chief Executive Officer. Karen gained much experience internationally and in finance with blue chip multi-nationals including EDS France, MCI WorldCom, General Motors and Ernst & Young. Karen is also a non-executive director of IXCellerate, a Russian datacentre business, and of Amino plc, a provider of digital entertainment solutions for internet television, and has been Trustee of the eLearning Foundation (supporting technology in education) and a nonexecutive director of Belvoir Lettings Plc.

Details of the service contracts of the Directors and Proposed Directors are contained in the Admission Document.

Senior Board Support

The Board will be supported by Paul Bartosik and Andrew Jacobs who both have significant industry experience:

Paul Bartosik, Founder and Chief Creative Officer

Paul founded Escape Hunt in 2013 and has grown it to the leading global brand it is today. Paul began his career in various sales and marketing roles. In 1994, Paul was awarded an MA degree in Modern Languages & Psychology from Cambridge University. Subsequently Paul had a career in sales, marketing, corporate management and strategic consulting, before turning to entrepreneurial ventures and eventually founding Escape Hunt. Today, Paul focuses more and more on the creative side of Escape Hunt’s game design and the customer experience. Paul has always had a passion for puzzles, games and problem-solving.

Andrew Jacobs, Property Director

Andrew has been working with Escape Hunt in the UK since 13 October 2016, primarily consulting on potential sites for Escape Hunt branches in the UK. In 1998, Andrew co-founded the Giraffe restaurant chain, growing the business to approximately 50 sites before selling it to Tesco plc in March 2013.

8. PRINCIPAL TERMS AND CONDITIONS OF THE ACQUISITION

On 13 April 2017, the Company, and its subsidiary Escape Hunt Group Limited, entered into the Acquisition Agreement with the Sellers pursuant to which Escape Hunt Group Limited has conditionally agreed to acquire the entire issued share capital of Escape Hunt for a consideration of £12 million, on a cash free and debt free basis, with a normalised level of working capital. The consideration payable to the Sellers (following adjustments for cash/debt and working capital) will be satisfied by the payment of £7.2 million in cash and by the issue of the Consideration Shares to the Sellers.

Completion of the Acquisition Agreement is conditional, amongst other things, upon:

  • the Placing Agreement having become unconditional in all respects;
  • Shareholder approval of the Resolutions; and
  • Admission.

The Company will use its existing cash resources and the proceeds of the Placing to satisfy the cash consideration for the Acquisition and associated costs and expenses.

9. THE PLACING

In order to fund the cash consideration for the Acquisition, the related costs and expenses of the Proposals and for general working capital purposes, the Company is seeking to raise £14 million (gross) (£10.8 million net of expenses (including VAT)) pursuant to the Placing through the issue of the Placing Shares at the Placing Price. The Placing Shares will represent approximately 51.2 per cent. of the Enlarged Share Capital immediately following Admission.

The VCT Placing Shares will be allotted and issued before the Placing Shares (excluding the VCT Placing Shares) with the intention that VCT Placees investing as part of the VCT Placing will be able to benefit from tax advantages pursuant to the rules of the VCT Scheme. For more detail see paragraph 19 later in this announcement.

Further details of the Placing Agreement, which (together with Part 7 of the Admission Document) contains the terms and conditions upon which the Placing is being undertaken, are described in paragraph 9 of Part 8 of Admission Document. The Placing is being conditionally underwritten by Peel Hunt and Stockdale Securities.

The obligations of the Joint Bookrunners under the Placing Agreement (and, therefore, completion of the Placing) are conditional, among other things, on:

(a) the Company allotting and issuing the Placing Shares prior to and, save in respect of the VCT Placing Shares, conditional only on Admission, in accordance with the terms of the Placing Agreement;

(b) the Acquisition Agreement having become unconditional in accordance with its terms and conditions, save as to any condition relating to Admission having occurred;

(c) Admission taking place not later than 8.00 a.m. (London time) on 3 May 2017 (or such later time and/or date as the Company and the Joint Bookrunners may agree, being not later than 17 May 2017; and

(d) the Placing Agreement otherwise becoming unconditional and not having been terminated, in accordance with its terms, prior to Admission.

Following Admission, the Placing Shares will rank pari passu with the Existing Ordinary Shares. Application will be made for the admission of the Enlarged Share Capital to trading on AIM, which Admission is expected to occur on 3 May 2017.

Admission will also enable the Sellers to realise, in part, their investment in the Escape Hunt Group and provide the Escape Hunt Group with funding to implement its roll-out strategy.

10. INCENTIVISATION ARRANGEMENTS

In order to align the interests of Shareholders and employees of the Group following Admission, the Company is proposing to establish, on or prior to Admission, the Share Incentive Plans, further details of which are set out in paragraph 5 of Part 8 of the Admission Document.

The Company intends to issue invitations pursuant to the Executive Growth Share Plan (“EGSP”) on or shortly after Admission to certain members of the Enlarged Group’s senior executive team. Further to such invitation, each relevant individual concerned may (at their election) subscribe for the number of G Shares specified in the invitation. Details of the proposed invitations intended to be made under the EGSP on or shortly after Admission and the number of G Shares that may be subscribed for pursuant to such invitations are set out in paragraph 6(b) of Part 8 of the Admission Document. Furthermore, the principal rights attaching to the G Shares are summarised at paragraph 5 of Part 8 of the Admission Document. It should be noted that other than the invitations detailed in paragraph 6(b) of Part 8 of the Admission Document, it is intended that no further invitations are issued under the EGSP.

The Company Share Option Plan (“CSOP”) shall afford the Company the ability to grant options over Ordinary Shares to eligible employees of the Group and for those options to be exercised in a tax efficient manner subject to the requisite statutory conditions being satisfied. The CSOP therefore gives the Company the ability to reward and incentivise its employees in a manner which is tax efficient for both the employees concerned and the Company. There is no present intention to grant options under the CSOP to any identified employees of the Group at Admission. Instead it is intended that the CSOP shall be used to grant options to eligible employees of the Group, as and when such eligible employees have been identified following Admission. Further details of the CSOP, including the limit on the number of Ordinary Shares that may be made subject to options granted under the CSOP, are set out in paragraph 5 of Part 8 of the Admission Document.

11. SHARE BUY-BACK AGREEMENTS

It has been agreed that following the Placing, the 4,000,000 Ordinary Shares in aggregate held by Karen Jones, Hubert van den Bergh, Dominic Rose, Jessica Rose and Jaime Sarah Rose Scudamore prior to the Company’s admission to AIM on 8 July 2016 (“Pre-IPO Shares”) will have a value, at the Placing Price, of £450,000. It is therefore proposed that Shareholders approve a Company share buy-back at the General Meeting which will have the effect of reducing their combined holding so that the aggregate value, at the Placing Price, of the Pre-IPO Shares (following the Share Buy-Back) equates to £450,000. It is proposed that an aggregate of 3,666,667 Ordinary Shares (which equates to 18.1 per cent. of the Enlarged Share Capital) will be acquired by the Company from Karen Jones, Hubert van den Bergh, Dominic Rose, Jessica Rose and Jaime Sarah Rose Scudamore at par value (£0.0125 per Ordinary Share) in cash.

The Company and each of Karen Jones, Hubert van den Bergh, Dominic Rose, Jessica Rose and Jaime Sarah Rose Scudamore have entered into a share buy-back agreement which is conditional upon Admission and, as this is an “off-market” share purchase, approval by Shareholders is required by the 2006 Act. Further details on the Share Buy-Back agreements are in contained in paragraph 10(a)(v) of Part 8 of the Admission Document.

12. RELATED PARTY TRANSACTIONS

The Share Buy-Back constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies in respect of both of the Directors and neither of the Directors are considered independent for the purpose of making a recommendation to Shareholders in respect of it.

Accordingly Peel Hunt, in its capacity as the Company’s nominated adviser, confirms that it considers that the terms of the Share Buy-Back are fair and reasonable insofar as independent Shareholders are concerned. At the General Meeting convened for 9.30 a.m. on 2 May 2017, Resolution 3 will be proposed to approve the Share Buy-Back.

13. LOCK-INS AND ORDERLY MARKET PROVISIONS

Lock-in and orderly market deeds were entered into on 13 April 2017 between (1) Peel Hunt, (2) Stockdale Securities, (3) the Company and (4) each of the Locked-in Shareholders. Pursuant to the deeds, each of the Locked-in Shareholders has undertaken to the Company and Peel Hunt that, subject to certain limited exceptions permitted by Rule 7 of the AIM Rules for Companies, they will not dispose of Ordinary Shares held by them for a period following Admission. In the case of Paul Bartosik, Adrian Jones, Hubert van den Bergh, Richard Rose, Alistair Rae, Richard Harpham and Karen Bach, this period is 12 months following Admission and in the case of Dominic Rose, Jessica Rose and Jaime Sarah Rose Scudamore, this period is 6 months following Admission (the relevant Locked-in Shareholder’s “Hard Lock-in Period”). Each of Paul Bartosik, Adrian Jones, Hubert van den Bergh, Richard Rose, Alistair Rae, Richard Harpham and Karen Bach has also undertaken that for the period of 6 months following the expiry of their Hard Lock-in Period, they will only dispose of Ordinary Shares held by them on an orderly market basis through Peel Hunt or Stockdale Securities, if they shall at the relevant time remain the Company’s corporate broker. Adrian Jones also has a derogation from these orderly market provisions to dispose of up to half of his holding of Consideration Shares to the extent necessary in order to satisfy any liabilities owing by Adrian Jones under the terms of the Acquisition Agreement and/or Placing Agreement.

The lock-in and orderly market agreement dated 5 July 2016 made between (1) Peel Hunt, (2) the Company and (3) Karen Jones referred to in the Company’s AIM admission document of the same date shall remain in force. Pursuant to this agreement Karen Jones undertook to the Company and Peel Hunt that, subject to certain limited exceptions permitted by Rule 7 of the AIM Rules for Companies, she would not dispose of Ordinary Shares held by her for a period of 12 months from the date of original admission of the Company’s Ordinary Shares to AIM, 8 July 2016 (“Initial Period”) and that for a period of 6 months following the expiry of the Initial Period, she would only dispose of Ordinary Shares held by her on an orderly market basis through Peel Hunt, if Peel Hunt shall at the relevant time remain the Company’s nominated adviser and corporate broker.

14. DIVIDEND POLICY

Given the nature of the business and its growth strategy, it is unlikely that the Board will recommend a dividend in the early years following Admission. The Directors and Proposed Directors believe the Company should seek to re-invest profits to fund its growth strategy over the medium term.

The ability of the Company to pay dividends is dependent on a number of factors and there is no assurance that the Company will pay dividends or, if a dividend is paid, what the amount of such dividend would be. See Part 4 of the Admission Document headed “Risk Factors” for further details. Consequently, Shareholders may not receive any return on their investment unless they sell their Ordinary Shares for a price greater than that which they paid for them.

15. CHANGE OF NAME

The Resolutions include a resolution to change the name of the Company to Escape Hunt plc. Upon the change of name being registered at Companies House, the Company’s AIM ticker symbol will be changed to ESC. The Company’s website address will be changed to escapehunt.com.

16. AMENDMENT TO THE ARTICLES OF ASSOCIATION

Given that the Company has, to date, been an investing company, the Articles do not currently contain either a cap on Non-executive Director fees or a cap on the Company’s borrowing powers. The Board considers that the inclusion of such provisions in the Articles is appropriate and therefore the Resolutions include proposed amendments to the Articles to include a cap on Non-executive Director fees of £250,000 per annum and a cap on borrowing powers of two times “Adjusted Capital and Reserves” (as such term is defined in the proposed new Article 102.3 as set out in Resolution 7 in the notice of General Meeting attached to the Admission Document).

17. GENERAL MEETING

Set out at the end of the Admission Document is a notice convening the General Meeting to be held at the offices of Eversheds Sutherland (International) LLP, One Wood Street, London EC2V 7WS at 9.30 a.m. on 2 May 2017. The full terms of the Resolutions are set out in that notice and are summarised below:

  • The Acquisition constitutes a ‘reverse takeover’ under the AIM Rules for Companies by virtue of the size of the Escape Hunt Group relative to the size of the Company, and is therefore subject to the approval of Shareholders. Such approval is being sought by way of Resolution 1 to be proposed at the General Meeting.
  • Resolution 2 seeks approval for the Directors to allot the Placing Shares and to provide general authority for the Directors to allot Ordinary Shares, up to an aggregate nominal value equal to one-third of the nominal value of the Enlarged Share Capital.
  • Resolution 3 approves the agreements to effect the Share Buy-Back.
  • Resolution 4 seeks approval for the Directors to disapply pre-emption rights in relation to the allotment of the Placing Shares and generally in connection with rights issues and the issue of other Ordinary Shares, up to an aggregate nominal value equal to 5 per cent. of the nominal value of the Enlarged Share Capital.
  • Resolution 5 authorises the Company to purchase certain of the Ordinary Shares in issue from time to time, up to an aggregate nominal value equal to 10 per cent. of the nominal value of the Enlarged Share Capital.
  • Resolution 6 seeks approval for the proposed change of name of the Company.
  • Resolution 7 seeks approval to amend the Articles to include a cap on borrowing powers and fees payable to Non-executive Directors.

Resolutions 1-3 will be proposed as ordinary resolutions and Resolutions 4-7 will be proposed as special resolutions. Certain of the Resolutions are conditional upon Admission. If Resolution 6 is passed, the share certificates held by the existing Shareholders will continue to be valid, notwithstanding the change of name which will occur on Admission.

18. TAXATION

Your attention is drawn to the information regarding taxation which is set out in paragraph 11 of Part 8 of the Admission Document. That information is intended only as a general guide to the current tax position under UK taxation law. If you are in any doubt as to your tax position, you should contact your independent professional adviser.

19. VCT INVESTORS

Advance assurance has been obtained from HM Revenue and Customs that a subscription for Ordinary Shares in the Company is a “qualifying holding” for the purpose of investment by VCTs. The continuing status of the Ordinary Shares as a qualifying holding for VCT purposes will be conditional, inter alia, on the Ordinary Shares being held as a “qualifying holding” for VCT purposes throughout the period of ownership.

Neither the Company nor the Directors nor the Proposed Directors nor the Company’s advisers (including the Joint Bookrunners) give any warranty, representation or undertaking that any VCT investment in the Company will remain a qualifying holding. The Company cannot guarantee or undertake to conduct its business following Admission, in a way to ensure that the Company will continue to meet the requirements of a VCT Scheme. VCTs considering making a qualifying VCT investment are recommended to seek their own professional advice in order that they may fully understand how the relief legislation may apply in their individual circumstances.

20. ADMISSION AND CREST SETTLEMENT

As the Acquisition constitutes a reverse takeover of the Company under the AIM Rules for Companies, Shareholder consent to the Acquisition is required at the General Meeting. If the Resolutions are duly passed at the General Meeting and assuming that the Placing Agreement becomes unconditional in accordance with its terms, the Enlarged Share Capital will be admitted to trading on AIM.

Application will be been made to London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. Admission is expected to take place at 8.00 a.m. on 3 May 2017.

The Placing Shares are eligible for CREST settlement. CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument in accordance with the requirements of CREST. The Articles permit the holding and transfer of Ordinary Shares to be evidenced in uncertificated form in accordance with the requirements of CREST.

Accordingly, following Admission, settlement of transactions in Ordinary Shares may take place within the CREST system if the relevant Shareholder so wishes. CREST is a voluntary system and Shareholders who wish to receive and retain share certificates will be able to do so.

Settlement of the Placing will, at the option of Placees, be within CREST and Ordinary Shares will be allotted and issued in certificated form to the VCT Placees at 7.30 a.m. on 3 May 2017 and delivered into the CREST account for all other Placees of the Placing Shares (excluding the VCT Placing Shares) at 8.00 a.m. on 3 May 2017. As soon as possible after 8.00 a.m. on 3 May 2017 the VCT Placing Shares will be dematerialised into CREST. No other temporary documents of title will be issued. Definitive share certificates for Placees not settling through CREST will be despatched by the Registrars on or before 10 May 2017. Prior to the despatch of such certificates, transfers will be certified against the register of members of the Company held by the Company’s registrar.

21. FURTHER INFORMATION

Your attention is also drawn to the Admission Document, which contains further information on the Company, the Escape Hunt Group and the Proposals.

22. ACTION TO BE TAKEN

An Admission Document has been posted to Shareholders on 13 April 2017. You will find accompanying the Admission Document a Form of Proxy for use in connection with the General Meeting. Whether or not you intend to be present at the General Meeting, you are asked to complete the Form of Proxy in accordance with the instructions printed on it so as to be received by the Company’s registrars, Equiniti Limited, as soon as possible but in any event not later than 9.30 a.m. on 30 April 2017. Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting should you so wish.

23. RECOMMENDATION

The Directors consider, for the reasons set out above, that the Proposals are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors recommend that you vote in favour of the Resolutions at the General Meeting. For the reasons set out above, no recommendation is made in relation to Resolution 3 as this Resolution relates to the Share Buy-Back, which concerns the Directors amongst others.

 

DORCASTER PLC: EXTENSION OF EXCLUSIVITY AGREEMENT IN RELATION TO ESCAPE HUNT GROUP LIMITED

31 March 2017

Extension of exclusivity agreement in relation to Escape Hunt Group Limited

Further to the Company announcement on 27 January 2017, Dorcaster announces that it has extended the period of exclusivity granted by the exclusivity agreement entered into with the shareholders of Escape Hunt Group Limited (now renamed Escape Hunt Limited) (“Escape Hunt”) to 15 May 2017 in order to allow the Company to complete the due diligence and associated funding. As a result the Company has requested that the suspension of trading in its shares remain until such time that: it has published an admission document for the group as it would be enlarged following the proposed acquisition; negotiations in relation to the proposed acquisition have been terminated; or the period of exclusivity granted to the Company has expired.

The Company will make further announcements in due course.  There can be no certainty that definitive documentation relating to the proposed acquisition of Escape Hunt will be entered into or subsequently that the acquisition will complete.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations.

Enquiries:
DorcasterAlistair Rae, Company Secretary Tel: +44 (0) 161 957 8888
Peel HuntAdrian Trimmings

George Sellar

Tel: +44 (0) 207 418 8900
Stockdale SecuritiesDaniel Harris Tel: +44 (0) 207 601 6100

 

DORCASTER PLC: INTERIM RESULTS FOR THE 6 MONTHS ENDED 30 NOVEMBER 2016

Dorcaster Plc

(“Dorcaster” or “the Company”)

 

Unaudited interim financial statements for the period ended 30 November 2016

 

Interim Management Statement

I am pleased to present the interim financial statements of Dorcaster plc for the period since incorporation on 17 May 2016 to 30 November 2016.

 

Strategy

Dorcaster was formed on 17 May 2016 for the purpose of acquiring and managing businesses in the leisure and consumer sector. Your Board has been active in that period in reviewing possible acquisitions and in conducting intense due diligence on one particular potential acquisition. However, it did not prove possible to complete on this opportunity.

As announced on 18 November 2016, your Board signed an exclusivity agreement with Escape Hunt Group Limited and a further announcement will be made in due course.

 

Results

As a result of forming the company and raising £10m in total and being admitted to AIM, Dorcaster incurred expenditure of £644,000 in this respect. A further £1,072,000 was incurred in due diligence costs on examining a possible acquisition in the leisure sector which as commented above, did not come to fruition and in maintaining the listing of Dorcaster on AIM.

 

Richard Rose

Non-executive Chairman

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation.

 

Enquiries:
DorcasterAlistair Rae, Company Secretary Tel: +44 (0) 161 957 8888
Peel Hunt (Nominated adviser and broker)Dan Webster, Adrian Trimmings, George Sellar Tel: +44 (0) 207 418 8900

 

Responsibility report

We confirm to the best of our knowledge that the unaudited interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting” as adopted by the European Union.

Neither the Company nor the directors accept any liability to any person in relation to the half year financial report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A and schedule 10A of the Financial Services and Markets Act 2000.

Details on the Company’s Board of Directors can be found on the Company website at www.dorcasterplc.com

 

By order of the Board

 

Richard Rose

Non-executive Chairman

20 February 2017

 

DORCASTER PLC: EXTENSION OF EXCLUSIVITY AGREEMENT

Dorcaster plc

(“Dorcaster” or the “Company”)

 

Extension of exclusivity agreement in relation to Escape Hunt Group Limited

Further to the Company announcement on 18 November 2016, Dorcaster announces that it has extended the period of exclusivity granted by the exclusivity agreement entered into with the shareholders of Escape Hunt Group Limited (now renamed Escape Hunt Limited) (“Escape Hunt”) to 31 March 2017 in order to allow the Company to complete the due diligence and associated funding. As a result the Company has requested that the suspension of trading in its shares remain until such time that: it has published an admission document for the group as it would be enlarged following the proposed acquisition; negotiations in relation to the proposed acquisition have been terminated; or the period of exclusivity granted to the Company has expired.

The Company will make further announcements in due course.  There can be no certainty that definitive documentation relating to the proposed acquisition of Escape Hunt will be entered into or subsequently that the acquisition will complete.

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations.

 

Enquiries:
DorcasterAlistair Rae, Company Secretary Tel: +44 (0) 161 957 8888
Peel Hunt (Nominated adviser and broker to Dorcaster)Adrian Trimmings

George Sellar

Alex Lomax

Tel: +44 (0) 207 418 8900
Stockdale (Financial adviser to Escape Hunt)Daniel Harris Tel: +44 (0) 207 601 6100

DORCASTER PLC: CHANGE OF AUDITOR

Dorcaster plc (the “Company”) announces that it has appointed KPMG LLP as the auditor to the Company with immediate effect.

RSM UK Audit LLP has resigned as the Company’s auditor and has confirmed to the Company that, in accordance with Section 519 of the Companies Act 2006, there are no circumstances in connection with its resignation which it considers need to be brought to the attention of the Company’s members or creditors. The Directors of the Company would like to thank RSM UK Audit LLP for the service provided to the Company in the past.

Enquiries:
Dorcaster plc

Alistair Rae, Company Secretary

Tel: +44 (0) 161 957 8888
Peel Hunt (NOMAD)

Dan Webster

George Sellar

Tel: +44 (0) 207 418 8900

 

DORCASTER PLC: SIGNED EXCLUSIVITY & SUSPENSION OF TRADING

18 November 2016

Dorcaster plc

(“Dorcaster” or the “Company”)

 

Entered into exclusivity agreement in relation to Escape Hunt Group Limited

 

Suspension of trading in the Company’s shares

Dorcaster plc (AIM: DAR) announces that it has entered into an exclusivity agreement which provides it with the exclusive right to negotiate for the acquisition of the entire issued share capital of Escape Hunt Group Limited (“Escape Hunt”), a leading global provider of live escape the room and exit game experiences (the “Acquisition”).  Any acquisition would be subject to satisfactory due diligence, agreement of definitive documentation in connection with the acquisition, funding and requisite shareholder consent. The exclusivity agreement has been entered into by the Company and the shareholders of Escape Hunt. The consideration for the Acquisition is expected to be partly in cash and partly in new ordinary shares of 1.25p each in the Company (“New Shares”), representing approximately US$23.5m on a cash/debt/tax free basis. The Company also intends to issue New Shares for working capital to fund future growth of the business should the Acquisition complete.

The Acquisition would constitute a reverse takeover under the AIM Rules and as such would be conditional on, amongst other things, the approval of Dorcaster shareholders at a general meeting, the placing of New Shares and subsequent re-admission of the Company’s enlarged share capital to trading on AIM. If negotiations in relation to the proposed Acquisition are successful, the Company will publish a combined admission document and circular convening a general meeting (the “Admission Document”) in due course, currently anticipated to be during Q1 2017. The Company has requested an immediate suspension of trading in its shares until such time that: it has published the Admission Document; negotiations in relation to the proposed Acquisition have been terminated; or the period of exclusivity granted to the Company has expired.

 

About Escape Hunt

Escape Hunt (also known as “The Escape Hunt Experience”) is a leading global provider of live escape the room and exit game experiences founded in 2013. The existing footprint encompasses 207 game rooms in 46 branches (34 open and 12 locations signed and scheduled to open in late 2016 and into 2017) in 27 countries on 6 continents with a choice of games in each location, unique or tailored to each location. The business has predominately been a franchise model to date but intends to roll out more owner operated branches in the UK, Germany and several prime European cities. Website: escapehunt.com.

 

Richard Rose, Non-Executive Chairman at Dorcaster, said:

“We are delighted to have entered into this exclusivity agreement in relation to the proposed acquisition of Escape Hunt, a leading global provider of escape games. The business has a strong management team with extensive skill and knowledge of the sector and we look forward to working with them through the next phase of the acquisition and if successful, to expand the business going forward.”

 

The Company will make further announcements in due course.  There can be no certainty that definitive documentation relating to the Acquisition will be entered into or subsequently that the Acquisition will complete.

This announcement has been determined to contain inside information and on publication of this announcement, such information is now considered to be in the public domain.

 

Enquiries:
DorcasterAlistair Rae, Company Secretary Tel: +44 (0) 161 957 8888
Peel Hunt (Nominated adviser and broker to Dorcaster)Dan Webster

Adrian Trimmings

George Sellar

Tel: +44 (0) 207 418 8900
Stockdale (Financial adviser to Escape Hunt)Daniel Harris Tel: +44 (0) 207 601 6100

 

DORCASTER PLC: HOLDING(S) IN COMPANY

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are
attached: ii
Dorcaster plc
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights X
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the
notification obligation: iii
Arrowgrass Capital Partners LLP
4. Full name of shareholder(s)
(if different from 3.):iv
Arrowgrass Master Fund LtdArrowgrass Equity Focus Fund Ltd
5. Date of the transaction and date on
which the threshold is crossed or
reached: v
26 October 2016
6. Date on which issuer notified: 27 October 2016
7. Threshold(s) that is/are crossed or
reached: vi, vii
23%, 24%

 

 

8. Notified details:
A: Voting rights attached to shares viii, ix
Class/type of
shares
if possible using
the ISIN CODE
Situation previous
to the triggering
transaction
Resulting situation after the triggering transaction
Number
of
Shares
Number
of
Voting
Rights
Number
of shares
Number of voting
rights
% of  voting rights x
Direct Direct xi Indirect xii Direct Indirect
2,250,000 2,250,000 22.5%
GB00BDB79J29
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial
instrument
Expiration
date xiii
Exercise/
Conversion Period xiv
Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.
% of voting
rights
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financial
instrument
Exercise price Expiration date xvii Exercise/
Conversion period xviii
Number of voting rights instrument refers to % of voting rights xix, xx
CFD 161.000 GBp N/A N/A 248,448 Nominal Delta
248,448 1
Total (A+B+C)
Number of voting rights Percentage of voting rights
2,498,448 24.98%

 

 

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: xxi
Proxy Voting:
10. Name of the proxy holder:
11. Number of voting rights proxy holder will cease
to hold:
12. Date on which proxy holder will cease to hold
voting rights:
13. Additional information:
14. Contact name: Emma Birt
15. Contact telephone number: 020 3100 2528

 

DORCASTER PLC: HOLDING(S) IN COMPANY

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are
attached: ii
DORCASTER PLC
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights ü
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other
3. Full name of person(s) subject to the
notification obligation: iii
HARGREAVE HALE LIMITED
4. Full name of shareholder(s)
(if different from 3.):iv
DISCRETIONARY CLIENTS
5. Date of the transaction and date on
which the threshold is crossed or
reached: v
26 OCTOBER 2016
6. Date on which issuer notified: 27 OCTOBER 2016
7. Threshold(s) that is/are crossed or
reached: vi, vii
22%

 

 

8. Notified details:
A: Voting rights attached to shares viii, ix
Class/type of
shares
if possible using
the ISIN CODE
Situation previous
to the triggering
transaction
Resulting situation after the triggering transaction
Number
of
Shares
Number
of
Voting
Rights
Number
of shares
Number of voting
rights
% of  voting rights x
Direct Indirect Direct xi Indirect xii Direct Indirect
GB00BDB79J29 2,250,000 2,250,000 2,125,776 2,125,776 21.2578%
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial
instrument
Expiration
date xiii
Exercise/
Conversion Period xiv
Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.
% of voting
rights
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financial
instrument
Exercise price Expiration date xvii Exercise/
Conversion period xviii
Number of voting rights instrument refers to % of voting rights xix, xx
Nominal Delta
Total (A+B+C)
Number of voting rights Percentage of voting rights
2,125,776 21.2578%

 

 

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: xxi
1,800,000 of these shares are held for unit trusts operated by Marlborough Fund Managers Ltd, for whom Hargreave Hale Ltd manages the portfolio of investments on a discretionary basis. The remaining balance is held on behalf of other discretionary clients.
Proxy Voting:
10. Name of the proxy holder:
11. Number of voting rights proxy holder will cease
to hold:
12. Date on which proxy holder will cease to hold
voting rights:
13. Additional information:
14. Contact name: David ClueitHargreave Hale Ltd
15. Contact telephone number: 01253 754739

 

DORCASTER PLC: HOLDING(S) IN COMPANY

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are
attached: ii
DORCASTER PLC
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights x
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights x
Other
3. Full name of person(s) subject to the
notification obligation: iii
HARGREAVE HALE LIMITED
4. Full name of shareholder(s)
(if different from 3.):iv
DISCRETIONARY CLIENTS
5. Date of the transaction and date on
which the threshold is crossed or
reached: v
08 JULY 2016
6. Date on which issuer notified: 11 JULY 2016
7. Threshold(s) that is/are crossed or
reached: vi, vii
5%, 10%, 11%, 12%,13%, 14%, 15%, 16%, 17%, 18%, 19%, 20%, 21% and 22%

 

 

8. Notified details:
A: Voting rights attached to shares viii, ix
Class/type of
shares
if possible using
the ISIN CODE
Situation previous
to the triggering
transaction
Resulting situation after the triggering transaction
Number
of
Shares
Number
of
Voting
Rights
Number
of shares
Number of voting
rights
% of  voting rights x
Direct Indirect Direct xi Indirect xii Direct Indirect
GB00BDB79J29 0 0 2,250,000 2,250,000 22.5000%
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial
instrument
Expiration
date xiii
Exercise/
Conversion Period xiv
Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.
% of voting
rights
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financial
instrument
Exercise price Expiration date xvii Exercise/
Conversion period xviii
Number of voting rights instrument refers to % of voting rights xix, xx
Nominal Delta
Total (A+B+C)
Number of voting rights Percentage of voting rights
2,250,000 22.5000%

 

 

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: xxi
2,000,000 of these shares are held for unit trusts operated by Marlborough Fund Managers Ltd, for whom Hargreave Hale Ltd manages the portfolio of investments on a discretionary basis. The remaining balance is held on behalf of other discretionary clients.
Proxy Voting:
10. Name of the proxy holder:
11. Number of voting rights proxy holder will cease
to hold:
12. Date on which proxy holder will cease to hold
voting rights:
13. Additional information: The change in the percentage of shares held is due entirely to participation in the placing/IPO by Dorcaster Plc, the shares from which were admitted to AIM on 08/07/2016.
14. Contact name: David ClueitHargreave Hale Ltd
15. Contact telephone number: 01253 754739

 

DORCASTER PLC: HOLDING(S) IN COMPANY

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES
1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are
attached: ii
Dorcaster plc
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights X
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the
notification obligation: iii
Arrowgrass Capital Partners LLP
4. Full name of shareholder(s)
(if different from 3.):iv
Arrowgrass Master Fund Ltd

Arrowgrass Equity Focus Fund Ltd

5. Date of the transaction and date on
which the threshold is crossed or
reached: v
8 July 2016
6. Date on which issuer notified: 11 July 2016
7. Threshold(s) that is/are crossed or
reached: vi, vii
22%

 

8. Notified details:
A: Voting rights attached to shares viii, ix
Class/type of
sharesif possible using
the ISIN CODE
Situation previous
to the triggering
transaction
Resulting situation after the triggering transaction
Number
of
Shares
Number
of
Voting
Rights
Number
of shares
Number of voting
rights
% of  voting rights x
Direct Direct xi Indirectxii Direct Indirect
 

 

GB00BDB79J29

2,250,000 2,250,000 22.5%
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial
instrument
Expiration
date xiii
Exercise/
Conversion Period xiv
Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.
% of voting
rights
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financial
instrument
Exercise price Expiration datexvii Exercise/
Conversion period xviii
Number of voting rights instrument refers to

 

% of voting rights xix, xx

 

 

 

Nominal Delta
Total (A+B+C)
Number of voting rights Percentage of voting rights
2,250,000 22.5%

 

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: xxi
 

 

Proxy Voting:
10. Name of the proxy holder:
11. Number of voting rights proxy holder will cease to hold:
12. Date on which proxy holder will cease to hold voting rights:
13. Additional information:
14. Contact name: Emma Birt
15. Contact telephone number: 020 3100 2528

 

DORCASTER PLC: ADMISSION TO AIM

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR TRANSMITTED, DISTRIBUTED TO, OR SENT BY ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES, OR OF OR IN ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW.

This announcement is not an offer of securities for sale in the United States or in any other jurisdiction. Investors should not purchase any shares referred to in this announcement except on the basis of information in the admission document (the “Admission Document”) published by Dorcaster plc on 5 July 2016 in connection with the proposed admission of all of its ordinary shares to AIM, a market operated by the London Stock Exchange plc (“Admission”).  Copies of the Admission Document are available at the registered office of the Company and online at www.dorcasterplc.com, subject to applicable securities laws or regulations.

8 July 2016

DORCASTER plc

(“Dorcaster” or the “Company”)

ADMISSION TO AIM AND FIRST DAY OF DEALINGS

Dorcaster is pleased to announce that Admission of its ordinary shares to trading on the AIM market of the London Stock Exchange will take place, and dealings will commence, at 8.00am today under the TIDM code “DAR”.

The Company, together with Peel Hunt LLP (“Peel Hunt”), successfully raised approximately £9.7 million (before expenses) by placing 6,000,000 new ordinary shares at a placing price of 161 pence per share.  Dorcaster’s market capitalisation on Admission, based on the placing price, is £16.1 million.

Dorcaster has been formed by Richard Rose, Karen Jones and Hubert Van Den Bergh (the “Directors”) to create value for its investors through the acquisition and subsequent development of target businesses. The Directors’ intention is to acquire controlling stakes in one or more quoted or unquoted businesses or companies (in whole or in part) in the consumer and leisure sectors.

 

Enquiries:
Dorcaster plcAlistair Rae, Company Secretary

 

Tel: +44 (0) 161 957 8888
Peel Hunt (Nominated Advisor and Broker)Dan Webster

George Sellar

Adrian Trimmings

 

Tel: +44 (0) 207 418 8900

Important notice

Peel Hunt, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with Admission. Peel Hunt will not regard any other person as its client in relation to Admission and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither Peel Hunt, nor any of its directors, officers, employees, advisers or agents, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this announcement.