THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NEITHER THIS ANNOUNCEMENT NOR THE APPENDICES SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF PITTARDS PLC.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN PITTARDS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER, INVITATION, SOLICITATION, RECOMMENDATION OR ADVICE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. THE DEFINITIONS USED IN THIS ANNOUNCEMENT ARE SET OUT IN APPENDIX II OF THIS ANNOUNCEMENT.

11 July 2023

Pittards plc

Proposed Management Subscriptions and Open Offer to raise up to £1.85 million

Pittards (AIM:PTD), the specialist producer of technically advanced leather and luxury leather goods for retailers, manufacturers and distributors announces a proposed fundraise by way of the Management Subscriptions and the Open Offer to raise up to approximately £1.85 million. The Fundraise is conditional, inter alia, on the Company raising a minimum of £1.16 million of additional capital, whether by way of the Fundraise or from other sources of capital which may be identified by the Company, including potentially the Trade Investor. It is also conditional on shareholders' approval of the Fundraising Resolutions at the General Meeting to be held on 27 July 2023.  At that meeting the Company will be seeking approval from Shareholders not only for the issue of Ordinary Shares in connection with the Fundraise but also the issue of additional shares or securities convertible into shares of the Company on a non pre-emptive basis in connection with the issue of Warrants (explained below) and proposals for any additional investment that may be secured by the Company from other sources, including potentially the Trade Investor.

On 29 June 2023, the Company announced it had agreed indicative terms for new banking facilities of £10.1 million conditional, inter alia, on the Company completing an equity fundraise of £1.5 million. These indicative terms were subsequently amended such that the aggregate facilities may increase in certain circumstances up to £10.45 million. In addition, the required minimum fundraise has decreased to £1.16 million.

The Fundraise is being structured as:

·    an open offer giving existing Shareholders the opportunity to subscribe for 3 new Ordinary Shares for every 1 Existing Ordinary Share held, to raise up to approximately £1.72 million; and

·    a proposed subscription for new Ordinary Shares by certain members of the Management Team to raise £125,000.

In each case the price payable for the New Ordinary Shares will be a cash sum equal to the Issue Price, being 4p per New Ordinary Share, representing a discount of 25.6 per cent. to the closing mid-market price of 5.38p per Ordinary Share on 30 June 2023, being the last business day prior to the suspension of trading of the Company's Ordinary Shares on AIM. The Board consider that issuing the New Ordinary Shares at a discount is fair and reasonable so far as Shareholders are concerned.

Separately, members of the Management Team sacrificed a portion of their salaries between 1 January 2023 and 30 June 2023, amounting to approximately £100,341, in order to assist the Company in managing its working capital position whilst it renegotiated the New Banking Facilities. Pursuant to the Initial Salary Sacrifice, it is proposed that the Company will issue 2,508,525 Initial Salary Sacrifice Shares to members of the Management Team at the Issue Price in satisfaction of their Initial Salary Sacrifice amounts. Whilst currently, the Company is in a closed period for the purposes of MAR (as it has not yet published its annual accounts for the year ended 31 December 2022) the Company expects its annual accounts to have been published prior to the date of the General Meeting, following which (subject to satisfaction of the other conditions of the Initial Salary Sacrifice) the Company will be able to issue the Initial Salary Sacrifice Shares.

Further, it is proposed that members of the Management Team will sacrifice in aggregate up to £287,933 of their salaries for the period from 1 July 2023 to 31 December 2024 in order to reduce the Company's future funding requirement. Pursuant to the Deferred Salary Sacrifice, the Company would issue up to a further 7,198,325 Ordinary Shares at the Issue Price periodically at such intervals as the Company may decide, in arrears of the sacrifice being made.

The Open Offer, Management Subscriptions and Initial Salary Sacrifice are conditional, inter alia, on the satisfaction of the following conditions by 8.00 a.m. on 28 July 2023 (or such later time and/or date (being no later than the Long Stop Date) as WH Ireland and the Company may agree):

·      the Company successfully raising a minimum of £1.16 million of additional capital;

·      the New Banking Facilities being entered into;

·      the passing of the Fundraising Resolutions (without material amendment) at the General Meeting or any adjournment thereof; and

·      Admission taking place.

On 24 March 2023, the Company announced a fundraise raising £340,000 by way of a placing of 1,020,000 Ordinary Shares at an issue price of 25 pence per shares raising £255,000 and loans made by the Management Team and other staff raising £85,000 which were subsequently converted into Ordinary Shares at a price of 25 pence per share.

Subsequent to the March Fundraise the Company's share price has fallen significantly. The closing middle market price was 5.38 pence on 30 June 2023, the last business day prior to the suspension of trading of the Company's Ordinary Shares on AIM, representing a 78 per cent. reduction on the price of 25 pence per share in the March Fundraise. The Company recognising the essential nature of the March Fundraise and the immediate loss suffered by the investors who contributed to it, proposes (subject to the passing of the Resolutions at the General Meeting (or any adjournment thereof) and completion of the Fundraise) to issue a warrant to subscribe for one Ordinary Share in respect of each Ordinary Share issued pursuant to the March Fundraise. In aggregate warrants would be issued over 1,360,000 new Ordinary Shares. The Warrants will be exercisable until 31 July 2026 at an exercise price of 10 pence per Ordinary Share.

SHOULD THE COMPANY BE UNABLE TO RAISE A MINIMUM OF £1.16 MILLION OF ADDITIONAL CAPITAL, THE COMPANY WILL BE UNABLE TO CONTINUE TO TRADE AND WOULD MOST LIKELY BE PLACED INTO ADMINISTRATION IN WHICH CASE THE PROSPECTS FOR RECOVERY OF VALUE, IF ANY, BY SHAREHOLDERS WOULD BE UNCERTAIN. IN ADDITION, IT SHOULD BE NOTED THAT THE NEW BANKING FACILITIES AND THE FUNDRAISING ARE INTER-CONDITIONAL. THE AVAILABILITY OF THE NEW BANKING FACILITIES IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS INCLUDING AS TO THE ADDITIONAL CAPITAL TO BE RAISED BY THE COMPANY. SHAREHOLDERS SHOULD NOTE THAT IF SUCH CONDITIONS ARE NOT SATISFIED IN ALL RESPECTS AND/OR THE FUNDRAISING RESOLUTIONS ARE NOT PASSED (WITHOUT MATERIAL AMENDMENT) AT THE GENERAL MEETING (OR ANY ADJOURNMENT THEREOF) SUCH THAT THE FUNDRAISING CANNOT COMPLETE, THE COMPANY WOULD BE UNABLE TO CONTINUE TO TRADE AND WOULD MOST LIKELY BE PLACED INTO ADMINISTRATION.

The Fundraising

Fundraising and share issue highlights

·      Proposed fundraising by way of the Open Offer and Management Subscriptions to raise up to £1.85 million (before expenses), which is conditional upon the Company raising a minimum of £1.16 million of additional capital.

·      The Open Offer is being made to give existing Shareholders the opportunity to subscribe for 3 new Ordinary Shares for every 1 Existing Ordinary Share held, to raise up to approximately £1.72 million. The Directors have confirmed their intention to subscribe for 1,400,000 new Ordinary Shares, amounting to £56,000, in relation to the Open Offer, subject to such subscription not being prohibited at the relevant time by the Company being in a closed period for the purposes of MAR.

·      It is proposed that the Management Subscriptions be made by certain members of the Management Team raising £125,000.

·      The Issue Price at which the Fundraising is being conducted represents a discount of approximately 25.6 per cent. to the closing mid-market price of 3.85p per Ordinary Share on 30 June 2023, being the last business day prior to the suspension of trading of the Company's Ordinary Shares on AIM.

·      It is proposed that pursuant to the Initial Salary Sacrifice, existing outstanding salaries amounting to £100,341 will be satisfied by the issue of 2,508,525 New Ordinary Shares to members of the Management Team at the Issue Price.

·      Discussions with a Trade Investor concerning a possible investment in the Company are ongoing. The Trade Investor is a commercial partner with whom Pittards is working collaboratively on an opportunity, which if successful would see Pittards supply the Trade Investor with technical leather and finished product for the military market. However, Shareholders should note there can be no certainty of the outcome of these discussions

·      Assuming only the minimum of £1.16 million of additional capital is raised by the Company, the net proceeds of the Fundraise will be used to return of the Company's creditors to a more normal payment profile

·      If the gross proceeds of the additional capital raised by the Company are in excess of £1.16 million, the next £340,000 of gross proceeds will be applied to repaying the £340,000 additional overdraft facility provided by Lloyds Bank at the time of the March Fundraise. Any gross proceeds above £1.5 million will be retained (net of expenses) by the Company to provide additional working capital headroom.

·      The New Ordinary Shares, assuming a full take-up under the Open Offer, will represent approximately 77.3 per cent. of the Enlarged Voting Share Capital.

The Open Offer, Management Subscriptions and Initial Salary Sacrifice are conditional, inter alia, on the satisfaction of the following conditions by 8.00 a.m. on 28 July 2023 (or such later time and/or date (being no later than the Long Stop Date) as WH Ireland and the Company may agree):

·      the Company successfully raising a minimum of £1.16 million of additional capital;

·      the New Banking Facilities being entered into;

·      the passing of the Fundraising Resolutions (without material amendment) at the General Meeting or any adjournment thereof; and

·      Admission taking place.

The Fundraising is not being underwritten.

A circular containing details of the Fundraising, New Banking Facilities, proposed issue of Warrants and a Notice of General Meeting, together with (for Qualifying Non-CREST Shareholders who are not in Restricted Jurisdictions) an Application Form, will be despatched to Shareholders following this announcement and will be available after that time on the Company's website at https://corporate.pittards.com/investors/.  

The General Meeting will be held on 27 July 2023 at midday.

The expected timetable of principal events is set out in Appendix I to this announcement. Capitalised terms have the meaning set out in Appendix II to this announcement.

For further information please contact:

Additional Information

1.   Background and reasons for the New Banking Facilities and Fundraising

As announced on 24 March 2023, the Company has been operating at or around the ceiling of its bank facilities in recent months principally as a result of significant adverse foreign currency movements resulting from the weakening of the pound sterling. It has been managing its working capital very carefully in anticipation of agreeing new and potentially restructured bank facilities. As this process was taking longer than originally anticipated, the Company announced on 24 March 2023, that it had raised £340,000 via a placing and Directors' loans (which were subsequently converted into Ordinary Shares) and that Lloyds Bank would increase the Company's borrowing facilities by £340,000, to enable the Company to manage its working capital whilst completing the negotiations for the New Banking Facilities.

The New Banking Facilities will amount in aggregate to approximately £10.1 million and potentially up to £10.45 million, with the principal change being the restructuring of the Company's overdraft facility into a £7.84 million and potentially up to £8.18 million term loan.

The New Banking Facilities are subject to the Company raising £1.16 million of additional capital. In order to help meet this requirement, the Company is undertaking a proposed fundraising comprising the Management Subscriptions to raise £125,000 and an Open Offer to raise up to £1.72 million. In order to maximise its chances of satisfying the minimum fundraising requirement and also secure additional funding for working capital purposes, the Company has entered into discussions with the Trade Investor regarding a possible investment in the Company. Accordingly, the Company will seek approval from Shareholders at the General Meeting for not only the issue of Ordinary Shares in connection with the Fundraise, but also the issue of additional shares or securities convertible into shares of the Company on a non pre-emptive basis in connection with any additional investment which may be secured by the Company from other sources, including potentially the Trade Investor.

SHOULD THE COMPANY BE UNABLE TO RAISE A MINIMUM OF £1.16 MILLION OF ADDITIONAL CAPITAL, THE COMPANY WOULD BE UNABLE TO CONTINUE TO TRADE AND WOULD MOST LIKELY BE PLACED INTO ADMINISTRATION IN WHICH CASE THE PROSPECTS FOR RECOVERY OF VALUE, IF ANY, BY SHAREHOLDERS WOULD BE UNCERTAIN.

The net proceeds of the Fundraising assuming a full take-up under the Open Offer will be approximately £1.70 million.

Assuming only the minimum of £1.16 million of additional capital is raised by the Company, the net proceeds of the Fundraise which will be approximately £1.02 million, will be used to return the Company's creditors to a more normal payment profile. If the gross proceeds of the additional capital raised by the Company are in excess of £1.16 million, the next £340,000 of gross proceeds will be applied to repaying the £340,000 additional overdraft facility provided by Lloyds Bank at the time of the March Fundraise. Any gross proceeds above £1.5 million will be retained (net of expenses) by the Company to provide additional working capital headroom.

THE NEW BANKING FACILITIES AND THE FUNDRAISING ARE INTER-CONDITIONAL. THE AVAILABILITY OF THE NEW BANKING FACILITIES IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS INCLUDING CONDITIONS RELATING TO THE COMPANY RAISING A MINIMUM OF £1.16 MILLION OF ADDITIONAL CAPITAL. SHAREHOLDERS SHOULD NOTE THAT IF SUCH CONDITIONS ARE NOT SATISFIED IN ALL RESPECTS AND/OR THE FUNDRAISING RESOLUTIONS ARE NOT PASSED (WITHOUT MATERIAL AMENDMENT) AT THE GENERAL MEETING (OR ANY ADJOURNMENT THEREOF) SUCH THAT THE FUNDRAISING CANNOT COMPLETE, THE COMPANY WOULD BE UNABLE TO CONTINUE TO TRADE AND WOULD MOST LIKELY BE PLACED INTO ADMINISTRATION.

2.   Terms of the New Banking Facilities

The Company has agreed indicative terms for the renewal and restructuring of its existing banking facilities amounting to in aggregate approximately £10.1 million and potentially up to £10.45 million. The New Banking Facilities will comprise:

·      the Term Loan of £7,837,600;

·      the existing mortgage of £1,225,150;

·      the existing CBILS of £616,733;

·      Avalisation facility of £250,000; and

·      a letter of credit of £180,000.

In the event the Company is only able to raise the minimum additional capital requirement of £1.16 million, Lloyds Bank will extend the Term Loan up to £8.181m, to cover the additional overdraft facility provided by Lloyds Bank at the time of the March Fundraise. This additional loan would be repayable over six months. However if the gross proceeds of the additional capital raised by the Company are in excess of £1.16 million, the next £340,000 of the gross proceeds will be applied to repaying the £340,000 additional facility. The principal change to the facilities is the restructuring of the Company's existing overdraft facility into the Term Loan. The Term Loan will run for a period of two years to on or around 31 July 2025 and will attract an interest rate of 4 per cent. plus the Bank of England Base Rate. It will be subject to financial covenants linked to EBITDA, stock levels and annual confirmations from a qualified valuer to be tested from 31 December 2023.

The availability if the Term Loan is subject to the following conditions being met by Admission:

·      the Company raising a minimum of £1.16 million of additional capital; and

·      the agreement of the Management Team to the Deferred Salary Sacrifice.

3.   Details of the Fundraising and share issues

The Fundraising comprises:

·       the Open Offer of up to 43,123,500 new Ordinary Shares to raise up to approximately £1.72 million. Certain Directors intend to subscribe for 1,400,000 new Ordinary Shares, amounting to £56,000 in relation to the Open Offer, subject to such subscription not being prohibited at the relevant time by the Company being in a closed period for the purposes of MAR. Further details of the Open Offer are set out in paragraph 4 below; and

·        a proposed subscription of 3,125,000 new Ordinary Shares to raise £125,000 intended to be made by members of the Management Team, further details of which are set out in paragraph 5 below;

The Fundraise is conditional, inter alia, on the Company successfully raising a minimum of £1.16 million of additional capital and on Shareholders' approval at the General Meeting. In order to maximise its chances of satisfying this condition and also secure additional funding for working capital purposes, Company has entered into discussions with the Trade Investor regarding a possible investment in the Company. Accordingly, the Company will seek approval from Shareholders at the General Meeting for not only the issue of Ordinary Shares in connection with the Fundraise, but also the issue of additional shares or securities convertible into shares of the Company on a non pre-emptive basis in connection with any additional investment which may be secured by the Company from other sources, including potentially the Trade Investor.

In addition to the Fundraise, the Company intends to settle existing outstanding salaries amounting to £100,341 by the issue of the Initial Salary Sacrifice Shares and to reduce the cash cost of future salaries by up to £287,933 via the Salary Sacrifice.

The Issue Price of 4 pence per new Ordinary Share represents a discount of 25.6 per cent. to the closing mid-market price of 5.38p per Ordinary Share on 30 June 2023, being the last business day prior to the suspension of trading of the Company's Ordinary Shares on AIM.

SHOULD THE COMPANY BE UNABLE TO RAISE A MINIMUM OF £1.16 MILLION OF ADDITIONAL CAPITAL, THE COMPANY WILL BE UNABLE TO CONTINUE TO TRADE AND WOULD MOST LIKELY BE PLACED INTO ADMINISTRATION IN WHICH CASE THE PROSPECTS FOR RECOVERY OF VALUE, IF ANY, BY SHAREHOLDERS WOULD BE UNCERTAIN. IN ADDITION, IT SHOULD BE NOTED THAT THE NEW BANKING FACILITIES AND THE FUNDRAISING ARE INTER-CONDITIONAL. THE AVAILABILITY OF THE NEW BANKING FACILITIES IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS INCLUDING AS TO THE ADDITIONAL CAPITAL TO BE RAISED BY THE COMPANY. SHAREHOLDERS SHOULD NOTE THAT IF SUCH CONDITIONS ARE NOT SATISFIED IN ALL RESPECTS AND/OR THE FUNDRAISING RESOLUTIONS ARE NOT PASSED (WITHOUT MATERIAL AMENDMENT) AT THE GENERAL MEETING (OR ANY ADJOURNMENT THEREOF) SUCH THAT THE FUNDRAISING CANNOT COMPLETE, THE COMPANY WOULD BE UNABLE TO CONTINUE TO TRADE AND MOST LIKELY BE PLACED INTO ADMINISTRATION.

The Fundraising is not being underwritten.

4.   The Open Offer

The Company considers it important that Qualifying Shareholders have an opportunity (where it is practicable for them to do so) to participate in the Fundraise, which the Board believes represents the best and most realistic prospect of securing the finance required for the Company to continue trading and accordingly the Company is making the Open Offer to Qualifying Shareholders.

The Company is proposing to raise up to approximately £1.72 million in the Open Offer (before expenses) (assuming full take up of the Open Offer) through the issue of up to 43,123,500 Open Offer Shares at the Issue Price.

The Directors have confirmed their intention to subscribe for 1,400,000 new Ordinary Shares, amounting to £56,000, in relation to the Open Offer, subject to such subscription not being prohibited at the relevant time by the Company being in a closed period for the purposes of MAR .

Subject to the terms and conditions to be set out in the Circular (and in the case of Qualifying Non-CREST Shareholders, in the Application Form), Qualifying Shareholders are being given the opportunity under the Open Offer to apply for Open Offer Shares at the Issue Price of 4 pence per Open Offer Share, pro rata to their holdings of Existing Ordinary Shares as at the Record Date, payable in full on application. Any Open Offer Shares not applied for by Qualifying Shareholders will be available to other Qualifying Shareholders, provided they have taken up their Open Offer Entitlement in full, under the Excess Application Facility.

Qualifying Shareholders may apply for their Open Offer Entitlement under the Open Offer pro rata to their holdings of Existing Ordinary Shares as at the Record Date at the Issue Price on the following basis:

3 Open Offer Shares for every 1 Existing Ordinary Share held

The Excess Application Facility enables Qualifying Shareholders to apply for further Open Offer Shares in excess of their Open Offer Entitlement as described below. Not all Shareholders will be Qualifying Shareholders; Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer.  

Valid applications by Qualifying Non-CREST Shareholders will be satisfied in full up to their Open Offer Entitlements as shown on the Application Form. Applicants can apply for less or more than their entitlements under the Open Offer but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied as this will depend in part on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. If applications under the Excess Application Facility are received for more than the total number of Open Offer Shares available following take up of Open Offer Entitlements, the Excess Shares will be scaled back in such manner as the Directors may determine in their absolute discretion and no assurance can be given that excess applications by Qualifying Shareholders will be met in full or in part or at all.

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying Non-CREST Shareholders should also note that their respective Application Forms are not negotiable documents and cannot be traded. Open Offer Shares not applied for under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer. Any Open Offer Shares which are not applied for by Qualifying Shareholders under the Open Offer will not be issued by the Company as the Open Offer is not underwritten.

Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements will be credited to CREST on 13 July 2023. The Open Offer Entitlements will be enabled for settlement in CREST until 11.00 on 26 July 2023. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona tide market claims. The Open Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 on 26 July 2023.

The Open Offer is conditional, inter alia, on the satisfaction of the following conditions on or before 8.00 a.m. on 28 July 2023 (or such later time and/or date (being no later than the Long Stop Date) as WH Ireland and the Company may agree):

·        the Company successfully raising a minimum of £1.16 million of additional capital;

·        the New Banking Facilities being entered into;

·        the Fundraising Resolutions being passed (without material amendment) at the General Meeting or any adjournment thereof; and

·        Admission taking place.

Accordingly, if the conditions to the Open Offer are not satisfied or waived by the Company (where capable of waiver), the Open Offer will not proceed and the Open Offer Shares will not be issued and all monies received by the Receiving Agent will be returned to the applicants (at the applicant's risk and without interest) as soon as possible thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.

The Open Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, will be set out in the Circular and (where applicable) on the accompanying Application Form.

5.   Management Subscriptions

It is proposed that certain members of the Management Team subscribe for new Ordinary Shares at the Issue Price. It is the intention that such subscriptions be made at such time as the Company ceases to be in a closed period for the purposes of MAR. If therefore at the date on which the New Ordinary Shares (including the Management Subscription Shares) are proposed to be allotted, the Company remains in a closed period, it will be necessary to defer the Management Subscriptions until such date as the Company has ceased to be in a closed period. The Management Subscriptions will be for a total of 3,125,000 new Ordinary Shares amounting to £125,000 in aggregate.

The Management Subscriptions are conditional, inter alia, on the satisfaction of the following conditions by 8.00 a.m. on 28 July 2023 (or such later time and/or date (being no later than the Long Stop Date) as WH Ireland and the Company may agree):

·        the Company successfully raising a minimum of £1.16 million of additional capital;

·        the New Banking Facilities being entered into; and

·        the Fundraising Resolutions being passed (without material amendment) at the General Meeting or any adjournment thereof; and

·        Admission taking place.

6.    Trade Investor

Discussions with a Trade Investor concerning a possible investment in the Company are ongoing. The Trade Investor is a commercial partner with whom Pittards is working collaboratively on an opportunity, which if successful would see Pittards supply the Trade Investor with technical leather and finished product for the military market.

The Company will announce the outcome of its discussions with the Trade Investor as soon as they are completed. However, Shareholders should note there can be no certainty of the outcome of these discussions.

7.   Details of the Salary Sacrifice

The Management Team have sacrificed in aggregate £100,341 of their salaries between 1 January 2023 and 30 June 2023, pursuant to the Initial Salary Sacrifice. In addition, the Management Team intend to sacrifice up to in aggregate £287,933 of their salaries, pursuant to the Deferred Salary Sacrifice.

The arrangements in relation to the Salary Sacrifice constitute a related party transaction in accordance with AIM Rule 13. As it is intended that all the Directors will participate in the Salary Sacrifice there are no independent directors, therefore, WH Ireland, as nominated adviser to the Company is giving the opinion required in accordance with AIM Rule 13. WH Ireland consider that the proposed terms of the participation by the Management Team in the Salary Sacrifice and subsequent conversion into Salary Sacrifice Shares at the Issue Price are fair and reasonable insofar as the Shareholders of Pittards are concerned

7.1  Initial Salary Sacrifice Shares

The Management Team have sacrificed a portion of their salaries between 1 January 2023 and 30 June 2023, amounting to approximately £100,341, in order to assist the Company in managing its working capital position, whilst it negotiated the New Banking Facilities. The Company intends to settle the amount of the Initial Salary Sacrifice by the issue 2,508,525 Initial Salary Sacrifice Shares to members of the Management Team at the Issue Price.

Whilst currently, the Company is in a closed period for the purposes of MAR (as it has not yet published its annual accounts for the year ended 31 December 2022) the Company expects its annual accounts to be published on or around Admission. Following such publication, but subject to the passing of the Fundraising Resolutions (without material amendment) at the General Meeting and the satisfaction of the remaining conditions of the Initial Salary Sacrifice set out below, the issue of the Initial Salary Sacrifice Shares in satisfaction of the Initial Salary Sacrifice can then be completed.  If, however, the Company should remain in a closed period at Admission, it will be necessary to defer the issue of the Initial Salary Sacrifice Shares until such date as the Company has ceased to be in a closed period.

The Initial Salary Sacrifice is conditional, inter alia, on the satisfaction of the following conditions by 8.00 a.m. on 28 July 2023 (or such later time and/or date (being no later than the Long Stop Date) as WH Ireland and the Company may agree):

·         the Company successfully raising a minimum of £1.16 million of additional capital;

·         the New Banking Facilities being entered into;

·         the passing of the Fundraising Resolutions (without material amendment) at the General Meeting or any adjournment thereof; and

·         Admission taking place.

7.2  Deferred Salary Sacrifice

Members of the Management Team intend to sacrifice in aggregate up to £287,933 of their salaries in order to reduce the Company's future funding requirement. Pursuant to the Deferred Salary Sacrifice, the Company will issue up to a further 7,198,325 Ordinary Shares at the Issue Price periodically at such intervals as the Company may decide, in arrears of the sacrifice being made.

8.   Suspension of trading in Ordinary Shares

On 29 June 2023, the Company announced that its audit of the Company's accounts for the year ended 31 December 2022 would not be completed by 30 June 2023 as required under AIM Rule 19 of the AIM Rules. Therefore trading in the Ordinary Shares was suspended with effect from 7.30 a.m. on 3 July 2023.

9.   Final Results and trading update

The Company's results for the year ended 31 December 2022, which are subject to audit are expected to show:

Unaudited results

£million

Revenues                                                            18.84

Loss before tax for the year                        (1.43)

Net Assets                                                          15.51

An additional stock provision of £0.7 million has been recorded to reduce the value of UK inventory in the light of current economic conditions.

Accounting standards require special accounting treatment in countries experiencing hyperinflation. A credit adjustment of £1.1 million has been reflected for the hyperinflation in Ethiopia.

Trading in the first half of the current financial year has been weak partly due to general market conditions but also due to the working capital constraints that the business has been subject to. Sales for the six months to 30 June 2023 are expected to be approximately £5.7 million. Nevertheless, helped by a reduced cost base the Company has lowered its breakeven point. Net debt as at 30 June 2023 was £12.5 million.

Pleasingly the Company's order book increased in the second quarter to £3 million and this together with a significantly improved working capital position, if the Fundraising is successfully completed, means that the Board expects a significant improvement in trading in the second half of the year and that the Company will trade positively at the EBITDA level for the year as a whole.

It is our intention to approve and publish the audited accounts on or around Admission.

10.  Warrants

On 24 March 2023, the Company announced a fundraise raising £340,000 by way of a placing of 1,020,000 Ordinary Shares at an issue price of 25 pence per shares raising £255,000 and loans made by the Management Team and other staff raising £85,000 which were subsequently converted into Ordinary Shares at a price of 25 pence per share. The March Fundraise was essential, being required to provide the Company with the cash runway necessary to be able to it to complete discussions with debt providers and arrange the Fundraise. Without these funds, the Company would have been unable to continue trading.

Subsequent to the March Fundraise the Company's share price has fallen significantly. The closing middle market price was 5.38 pence on 30 June 2023, the last business day prior to the suspension of trading of the Company's Ordinary Shares on AIM, representing a 78 per cent. reduction on the price of 25 pence per share in the March Fundraise. The Company recognising the essential nature of the March Fundraise and the immediate loss suffered by the investors who contributed to it, proposes (subject to the passing of the Resolutions at the General Meeting (or any adjournment thereof) and completion of the Fundraise) to issue a warrant to subscribe for one Ordinary Share in respect of each Ordinary Share issued pursuant to the March Fundraise. In aggregate warrants would be issued over 1,360,000 new Ordinary Shares. The Warrants will be exercisable until 31 July 2026 at an exercise price of 10 pence per Ordinary Share.

Given that, for the reasons explained above, the Company remains in a closed period for the purposes of MAR, it will be necessary for the Company to defer the grant of Warrants to Directors and other members of the Management Team until such date (if later than the date of completion of the Fundraise) as the Company has ceased to be in a closed period.

The grant of Warrants is being treated as a related party transaction in accordance with AIM Rule 13. As all the Directors will be receiving warrants there are no independent directors for the purposes of AIM Rule 13 and therefore, WH Ireland as nominated adviser to the Company is giving the opinion required in accordance with AIM Rule 13. WH Ireland consider that the terms of the Warrants are fair and reasonable insofar as the Shareholders of Pittards are concerned.

11.  Adviser Shares

WH Ireland has agreed that £10,000 of the fees payable to it in connection with the Fundraise shall be satisfied by the Company issuing 250,000 Adviser Shares credited as fully paid on Admission.

12.  Effect of the Fundraising

Upon Admission, assuming full take up of the Open Offer Shares, the Enlarged Voting Share Capital is expected to be 63,381,525 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 77.3 per cent. of the Enlarged Voting Share Capital.

Following the issue of the New Ordinary Shares, assuming full take up of the Open Offer Shares, Qualifying Shareholders who do not take up any of their Open Offer entitlements will suffer a dilution of approximately 77.3 per cent. to their interests in the Company. Qualifying Shareholders who take up their Open Offer Entitlements in full, will suffer a dilution of approximately 9.3 per cent. to their interest in the Company.

IMPORTANT NOTICES

This announcement may contain statements about the Company that are or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue", "potential" or terms of similar substance or the negative thereof. These forward-looking statements include all matters that are not historical facts. 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. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Company. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. Any forward-looking statements contained in this announcement are based on numerous assumptions regarding the present and future business strategies of the persons to whom they relate and the environments in which each of them will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules), the Company does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to the Company or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above.

WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser and Broker exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. The responsibilities of WH Ireland as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.  Apart from the responsibilities and liabilities, if any, which may be imposed on WH Ireland by FSMA or the regulatory regime established thereunder, WH Ireland accepts no responsibility whatsoever for, and makes no representation or warranty, express or implied, as to the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. WH Ireland accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as mentioned above), which it might otherwise have in respect of the contents of this announcement or any such statement.

The New Ordinary Shares, the Open Offer Entitlements or the Excess Open Offer Entitlements have not been nor will they be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

None of the New Ordinary Shares, the Open Offer Entitlements or the Excess Open Offer Entitlements have been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed upon or endorsed the merits of the offering of the New Ordinary Shares, Open Offer Entitlements or Excess Open Offer Entitlements.

Subject to certain exceptions, none of the securities referred to herein may be offered or sold in the United States, Australia, Canada, Japan, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares; and the New Ordinary Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or the Republic of South Africa. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or the Republic of South Africa or to any investor located or resident in Canada.

No public offering of the New Ordinary Shares, the Open Offer Entitlements or the Excess Open Offer Entitlements is being made in the United States, the United Kingdom or elsewhere.

The information in this announcement, which includes certain information drawn from public sources, does not purport to be comprehensive and has not been independently verified. This announcement contains statements that are, or may be deemed forward-looking statements, which relate, inter alia, to the Company's proposed strategy, plans and objectives. Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company (including but not limited to future market conditions, legislative and regulatory changes, the actions of governmental regulators and changes in the political, social or economic framework in which the Company operates) that could cause the actual performance or achievements of the Company to be materially different from such forward-looking statements.

The content of this announcement has not been approved by an authorised person within the meaning of FSMA. Reliance on this announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by WH Ireland or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

No statement in this announcement is intended to be a profit forecast or estimate, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than AIM.

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.

APPENDIX I

Expected Timetable of the principal events

Notes:

(i)    References to times in this announcement are to London time.

(ii)   If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS.

(iii)  The timing of the events in the above timetable and in the rest of this announcement is indicative only.

(iv)  In order to subscribe for Open Offer Shares under the Open Offer, Qualifying Shareholders will need to follow the procedure set out in the Circular and, where relevant, complete the Application Form. If Qualifying Shareholders have any queries on the procedure for acceptance and payment, or wish to request another Application Form, they should contact Link Group on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

APPENDIX II

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise or unless it is otherwise specifically provided: