Duyuru • Jul 13
TORIDOLL Holdings Corporation (TSE:3397) completed the acquisition of The Fulham Shore PLC (AIM:FUL) from group of sellers and others. TORIDOLL Holdings Corporation (TSE:3397) reached an agreement to acquire The Fulham Shore PLC (AIM:FUL) from a group of sellers and others for £89.8 million on April 5, 2023. Under the terms of the acquisition, Fulham Shore shareholders will be entitled to receive 14.15 pence in cash for each Fulham Shore share. The transaction is expected to be implemented by means of a Court-sanctioned scheme of arrangement. The cash consideration payable pursuant to the acquisition will be financed by equity financing to be provided by TORIDOLL. The non-executive directors of Fulham Shore, being Martin Chapman and Des Gunewardena, and Nick Donaldson, have agreed to resign from their positions with effect from completion of the acquisition.The Fulham Shore has received commitments irrevocable undertakings and letters of intent from Nabil Mankarious, Independent Fulham Shore Directors including David Page, Nicholas Wong, Martin Chapman, Desmond Gunewardena and Nicholas Donaldson, Sami Wasif, Canaccord Genuity Asset Management Limited and Unicorn Asset Management Limited in respect of a total number of 367,026,149 Fulham Shore shares representing, in aggregate, approximately 57.8%. The board of Fulham Shore has constituted a committee of Independent Fulham Shore Directors, which unanimously recommended the acquisition. The transaction is subject to Fulham Shore shareholders’ approval at the Court and the General meeting, Court approval, CMA approval, applicable requirements of the Takeover Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA. As of June 9, 2023, shareholders of The Fulham Shore PLC and the court have approved the transaction. The scheme is expected to become effective by the end of May 2023. As of July 7, 2023, court has sanctioned the scheme. The scheme is expected to become effective on July 11, 2023.Michael Nicholson and George Sellar of Peel Hunt LLP acted as financial adviser and Winston & Strawn London LLP acted as legal advisor to TORIDOLL. Shaun Dobson, James Moat and Asha Chotai of Singer Capital Markets and Edward Duckett, Simon Cope-Thompson and Jamie Hutton of Rothschild & Co provided independent financial advice to the Independent Fulham Shore Directors. Marriott Harrison LLP provided legal advice to Fulham Shore. Computershare Investor Services acted as registrar of Fulham Shore.TORIDOLL Holdings Corporation (TSE:3397) completed the acquisition of The Fulham Shore PLC (AIM:FUL) from group of sellers and others on July 11, 2023. Duyuru • Jul 08
Cancellation of Admission to Trading of Fulham Shore Shares on AIM Will Take Effect from on 12 July 2023 On 5 April 2023, Fulham Shore and Bidco announced that their respective boards had reached agreement on the terms of a recommended all cash offer pursuant to which Bidco, a newly-incorporated company established on behalf of TORIDOLL Holdings Corporation ("TORIDOLL"), would acquire the entire issued and to be issued share capital of Fulham Shore (the "Acquisition"). The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement between Fulham Shore and relevant Fulham Shore Shareholders under Part 26 of the Companies Act (the "Scheme"). Further to the announcement on 9 June 2023 in relation to the results of the Court Meeting and the General Meeting, Fulham Shore and Bidco announced that the High Court of Justice in England and Wales has issued a Court Order sanctioning the Scheme under section 800 of the Companies Act 2006 pursuant to which the Acquisition is being implemented. It is anticipated that the Effective Date will be 11 July 2023, conditional upon the delivery of a copy of the Court Order to the Registrar of Companies. Fulham Shore confirms that the last day of dealings in, and for registration of transfers of, and disablement of Fulham Shore Shares in CREST will be 10 July 2023 and the Scheme Record Time will be 6.00 p.m. 10 July 2023. Scheme Shareholders on Fulham Shore's register of members at the Scheme Record Time will, upon the Scheme becoming Effective, be entitled to receive the consideration under the Scheme. Dealings in Fulham Shore Shares on AIM will be suspended from 7:30 a.m. on 11 July 2023. The suspension is made pursuant to Fulham Shore's application to the London Stock Exchange and is being effected as part of the Scheme. It is expected that, subject to the Scheme becoming Effective on 11 July 2023, the cancellation of admission to trading of Fulham Shore Shares on AIM will take effect from 7:00 a.m. on 12 July 2023. Duyuru • Jun 28
The Fulham Shore PLC, Annual General Meeting, Jul 20, 2023 The Fulham Shore PLC, Annual General Meeting, Jul 20, 2023, at 10:00 Coordinated Universal Time. Location: The George IV, 185 Chiswick High Road, London, United Kingdom Duyuru • May 17
Delisting and Cancellation of Admission of Fulham Shore Shares to Trading on AIM Is Expected on 12 July 2023 On 5 April 2023, the boards of Fulham Shore and Bidco announced that they had reached agreement on the terms of a recommended all cash acquisition pursuant to which Bidco will acquire the entire issued and to be issued share capital of Fulham Shore. The board of Fulham Shore is now providing the following update on the Acquisition, which will be effected by means of a Court-sanctioned scheme of arrangement between Fulham Shore and relevant Fulham Shore Shareholders under Part 26 of the Companies Act. Fulham Shore Shares are currently admitted to trading on the AIM market operated by the London Stock Exchange. Before the Effective Date, an application will be made to the London Stock Exchange for the cancellation of the admission to trading of Fulham Shore Shares on AIM and to de-list Fulham Shore from AIM, to take effect on the business Day following the Effective Date. Trading in Fulham Shore Shares is expected to end at the close of business on the business Day before the Effective Date, assuming that the Scheme has been approved at Court and by Fulham Shore Shareholders. As soon as practicable after the Effective Date, it is intended that Fulham Shore will be re-registered as a private limited company under the relevant provisions of the Companies Act. Delisting and cancellation of admission of Fulham Shore Shares to trading on AIM is expected by 7.00 a.m. on 12 July 2023. Reported Earnings • Dec 18
First half 2023 earnings released: EPS: UK£0 (vs UK£0.004 in 1H 2022) First half 2023 results: EPS: UK£0 (down from UK£0.004 in 1H 2022). Revenue: UK£49.9m (up 26% from 1H 2022). Net income: UK£271.0k (down 89% from 1H 2022). Profit margin: 0.5% (down from 6.1% in 1H 2022). Revenue is forecast to grow 15% p.a. on average during the next 3 years, compared to a 9.8% growth forecast for the Hospitality industry in Germany. Board Change • Nov 16
Less than half of directors are independent No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 5 highly experienced directors. 2 independent directors (4 non-independent directors). Independent Non-Executive Director Des Gunewardena was the last independent director to join the board, commencing their role in 2016. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Reported Earnings • Jul 22
Full year 2022 earnings released: EPS: UK£0.006 (vs UK£0.011 loss in FY 2021) Full year 2022 results: EPS: UK£0.006 (up from UK£0.011 loss in FY 2021). Revenue: UK£82.7m (up 105% from FY 2021). Net income: UK£3.66m (up UK£9.97m from FY 2021). Profit margin: 4.4% (up from net loss in FY 2021). Total stores: 84 (up by 12 from FY 2021). Over the next year, revenue is forecast to grow 27%, compared to a 728% growth forecast for the restaurants industry in Germany. Board Change • Apr 27
Less than half of directors are independent No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 2 experienced directors. 4 highly experienced directors. 2 independent directors (4 non-independent directors). Independent Non-Executive Director Des Gunewardena was the last independent director to join the board, commencing their role in 2016. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Reported Earnings • Dec 08
First half 2022 earnings: Revenues and EPS in line with analyst expectations First half 2022 results: EPS: UK£0.004 (up from UK£0.007 loss in 1H 2021). Revenue: UK£39.5m (up 103% from 1H 2021). Net income: UK£2.42m (up UK£6.36m from 1H 2021). Profit margin: 6.1% (up from net loss in 1H 2021). Revenue was in line with analyst estimates. Over the next year, revenue is forecast to grow 39%, compared to a 23% growth forecast for the industry in Germany. Reported Earnings • Aug 20
Full year 2021 earnings released: UK£0.011 loss per share (vs UK£0.002 loss in FY 2020) The company reported a poor full year result with increased losses, weaker revenues and weaker control over costs. Full year 2021 results: Revenue: UK£40.3m (down 41% from FY 2020). Net loss: UK£6.31m (loss widened 429% from FY 2020).