4 October 2021

Fletcher King plc  

("Fletcher King" or the "Company")

Conditional Placing of New Ordinary Shares

at 52.5 pence per share to raise £547,276

and Conditional Director Dealing

The Board of Fletcher King plc (AIM: FLK) is pleased to announce that later today it intends to conditionally place a total of 1,042,430 new ordinary shares of 10 pence each (the "Placing Shares") at a price of 52.5 pence per share to raise £547,276 before expenses (the "Placing").  Mr Elliott Bernerd would be the ultimate beneficial owner of the Placing Shares, which would be subscribed for by CM Strategic 613 Limited (a wholly-owned special purpose vehicle incorporated by Elliott Bernerd). 

As two of the Company's subsidiaries are authorised and regulated by the Financial Conduct Authority ("FCA"), the Placing would be conditional upon regulatory approval being granted by the FCA for Elliott Bernerd and CM Strategic 613 Limited to become a controller of the Company (the "FCA controller approval") and admission of the Placing Shares to trading on AIM.  The controller threshold for the FCA starts at 10 per cent, and a decision is expected from the FCA by the end of 2021. The Placing Shares would represent 10.17% of the enlarged issued share capital.

Elliott Bernerd is the founder of Chelsfield, a substantial and long established privately held international property development and investment group. The Placing Shares and the Sale Shares (as described below) would be acquired by Elliott Bernerd in his personal capacity.

The Company also announces that its three largest shareholders today intend to conditionally agree to the sale of part of their existing shareholdings in Fletcher King to CM Strategic 613 Limited, which would, subject to the FCA controller approval, allow Elliott Bernerd to increase his indirect ownership in the Company to approximately 29.99 per cent. of the enlarged share capital of the Company (the "Share Sale").  These shareholders intend to sell in aggregate 2,032,211 existing shares in the Company (the "Sale Shares") to CM Strategic 613 Limited, representing 19.82 per cent of the enlarged share capital.  The acquisition of the Sale Shares is also conditional upon the FCA controller approval.  David Fletcher, chairman of the Company, is among the shareholders intending to sell some of their shares, whose details are set out below:

At the request of Elliott Bernerd, the Board of Fletcher King has, subject to regulatory due diligence and the completion of the acquisition by CM Strategic 613 Limited of the Sale Shares and subscription for the Placing Shares as referred to above, invited David Gibbs and Matthew Wise to join the Board of Directors, as non-executive directors.  This would increase the number of Directors from six to eight.

Matthew Wise was, until April 2021, Chief Operating Officer and Head of Asset Management at Chelsfield Group. Since April 2021, he has been advising Elliott Bernerd's Private Office on a number of domestic and international transactions.   Prior to joining Chelsfield Group in 2011, Mr Wise worked for a number of private and publicly quoted property companies, working on property throughout Western Europe and the UK. 

David Gibbs was the Managing Partner of Sunrise Brokers, an inter dealer brokerage which employed 200 people in London, New York and Hong Kong, from 2005 to 2017.  It was sold to BGC Cantor Fitzgerald in 2016.  He is currently a director of Envy Post Production Limited, Chelsfield Capital LLP and Chelsfield Retech Investments Limited.

Full details required by schedule 2(g) of the AIM Rules will be provided in due course, and subject to the FCA controller approval.

The net proceeds from the Placing would be used by the Company to fund the organic growth in business which the close commercial tie with Elliott Bernerd is expected to bring to Fletcher King in the field of commercial property. The proposed investment announced today is intended to bring about a close working relationship whereby Elliott Bernerd will introduce to Fletcher King new projects, advisory assignments and funds under Fletcher King management for the benefit of all shareholders. The Company in turn will bring its expertise as the international property market returns to a growth trajectory in the wake of the Covid-19 pandemic.

Subject to the completion of the acquisition by CM Strategic 613 Limited of the Sale Shares and subscription for the Placing Shares, Elliott Bernerd will indirectly control the exercise of voting rights in respect of approximately 29.99 per cent. of the enlarged issued share capital of the Company.  Accordingly, a relationship agreement will be entered into between the Company, Cairn Financial Advisers LLP (as the Company's nominated adviser), Elliott Bernerd and CM Strategic 613 Limited to ensure that the Company is able to carry out its business independently of Elliott Bernerd and CM Strategic 613 Limited.

David Fletcher, Chairman, comments: "Subject to the Placing and FCA controller approval, my Board and I are delighted to welcome Elliott Bernerd as a substantial shareholder in the Company. It has been our wish for some time to have a significant shareholder who would help the expansion of our business and assist us in acquiring new clients and projects. Elliott and I have known each other since the early years of our careers. His expertise, vast experience and contacts throughout the world will be, I am sure, of great value to the Company and its shareholders."

The Placing

Subject to the Placing proceeding, the Placing Shares will be allotted subject only to the FCA controller approval and admission to trading on AIM ("Admission"). Admission is expected to take place as soon as practicable following receipt of the FCA controller approval.  The Placing Shares would in aggregate represent 10.17 per cent. of the enlarged issued share capital of Fletcher King. The total enlarged issued share capital of Fletcher King following Admission would be 10,252,209 Ordinary Shares.

A further announcement will be made in due course. 

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

Enquiries

Fletcher King plc

David Fletcher / Peter Bailey

Tel: 0207 493 8400

Cairn Financial Advisers LLP

James Caithie / Liam Murray

Tel: 020 7213 0880

Forward Looking Statements

This announcement contains forward-looking statements relating to expected or anticipated future events and anticipated results that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, new legislation, uncertainties resulting from potential delays or changes in plans, uncertainties regarding the Company's ability to execute and implement future plans, and the occurrence of unexpected events.  Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors.