Honeycombe Leisure PLC
07 June 2007
07 June 2007
Honeycombe Leisure Plc ('Honeycombe')
To be renamed Cains Beer Company PLC
Result of Extraordinary General Meeting ('EGM')
Honeycombe, the AIM listed pub operator with 100 pubs based in the North West,
is pleased to announce that all resolutions, including those relating to the
acquisition of the entire issued share capital of Robert Cain & Co Limited
('Cains') were duly passed by shareholders at the EGM held today at 11.00 a.m.
The name of the Company will accordingly be changed to Cains Beer Company PLC
Application has been made for the total of 119,713,034 New Ordinary Shares to be
issued pursuant to the Proposals set out in the Admission Document, of which
52,000,000 New Ordinary Shares relating to the Placing, are to be admitted to
trading on AIM. It is expected that Admission will take place and dealings will
commence in the New Ordinary Shares on Friday, 8 June 2007.
Following Admission the Directors and Proposed Directors will have the following
beneficial interest in the Company;
No. of Ordinary % of Loan Stock
Shares issued share £'000
Name capital
J E Baer 657,500 0.44% -
Sudarghara Dusanj 53,756,5171 35.58% 2,0002
Ajmail Dusanj 53,756,5171 35.58% 2,0002
Roy Morris3 600,000 0.4% -
1 Sudarghara Dusanj and Ajmail Dusanj, by virtue of being directors of Wayhill
are deemed both to be interested in Wayhill's holding of 20,400,000 Ordinary
Shares in the Company, in addition to their holdings under their own name of
33,356,517 Ordinary Shares each.
2 Sudarghara Dusanj and Ajmail Dusanj, by virtue of being directors of
Stanhill are deemed both to be interested in Stanhill's holding of
£1,500,000 of Loan Stock in the Company, in addition to their holdings under
their own name of £500,000 of Loan Stock each.
3 The Admission Document stated that Roy Morris was subscribing to 1,000,000
shares at the Placing. He has subsequently decided to gift 400,000 of these
shares to his grandchildren.
Following Admission, Sandy Anderson, the former non-executive Chairman, will be
interested in 29,147,100 Ordinary Shares, representing 19.29 per cent of the
issued share capital following Admission.
By virtue of the issue of 119,713,034 New Ordinary on Admission, The CAMRA
Members Investment Club, who hold 1,049,250 ordinary shares, will no longer have
a notifiable interest in the Company.
At the EGM, James Baer, Chief Executive, made the following statement regarding
the Acquisition and on current trading of the Company:
'I am pleased that the successful outcome of the EGM means that the real work of
combining the two businesses to create a dynamic vertically integrated brewer
can begin in earnest. The injection of fresh assets and income streams together
with a clear strategy, synergies and new management will create a vibrant and
exciting new company for all stakeholders moving forward.
Cains beer is already pouring in a number of sites and the process of creating a
single head office at the Brewery is underway, while work to prepare the estate
for the impending smoking ban is also progressing well. Despite all the activity
surrounding the merger, like for like sales in May were up 3 per cent and this
is testimony to the positive response and commitment of people throughout the
business.
It is also appropriate to recognise the contribution of all the advisers in
completing the deal and especially the support of Bank of Scotland Corporate and
Charles Stanley Securities.
To aid the integration process, the year-end of the enlarged group will move to
October, however audited half year results for Honeycombe to April 2007 will be
announced on 25th July, together with a trading and progress update.
Finally I would like to welcome Sudarghara and Ajmail Dusanj to the Board as
Chief Executive and Chief Operating Officer respectively. Their leadership
together with the wise counsel of Roy Morris as non- Executive Chairman, will
create significant value moving forward.'
The definitions used in this announcement shall have the same meaning given to
them as in the Admission Document dated 15 May 2007.
Enquiries
Honeycombe Leisure Plc 01772 772000
Tracey Alston, Finance Director
Robert Cains & Co Limited 0151 709 8734
Sudarghara Dusanj / Ajmail Dusanj
Charles Stanley Securities - Nominated Adviser 0207 149 6482
Rick Thompson / Henry Fitzgerald-O'Connor
Adventis Financial PR 0207 034 4758/9
Tarquin Edwards / Chris Steele
This information is provided by RNS
The company news service from the London Stock Exchange