LONDON, UK: Hotel Chocolat, the premium British chocolatier, has agreed to acquire the entire issued share capital of Rabot 1745 Limited, which it does not already hold, a news release said.

Summary of the Acquisition

Rabot was established in 2016 as a joint venture between the Company and Andrew Gerrie (the Non-Executive Chairman of Hotel Chocolat) to develop a range of beauty products inspired by the wild beauty of the Group’s Saint Lucian cacao farm and rainforest spa. The Group and Andrew Gerrie own 47 per cent. and 40.5 per cent. respectively of the issued share capital of Rabot with the balance held by non-related parties.

The Group holds its c.47 per cent. of the issued share capital of Rabot through its subsidiary, Hotel Chocolat Limited. The Subsidiary has agreed to acquire the remaining c.53 per cent. of the issued share capital of Rabot, including the 40.5 per cent. owned by Andrew Gerrie, for a total cash consideration of £4.00.

For the financial year ended 30 June 2020 Rabot reported a net loss after tax of £0.4 million. On completion of the Acquisition Rabot is expected to have total assets of c.£0.7 million, and liabilities of c.£0.9 million resulting in (unaudited) net liabilities of £0.2 million.

Pursuant to the Acquisition, the Group will acquire Rabot’s inventories and other assets, as well as liabilities which include an outstanding loan amount owed to Andrew Gerrie totalling £744,249. The Group will settle the Andrew Gerrie Loan through the issue of 203,903 new ordinary shares of 0.1 pence each to Andrew Gerrie.

The number of New Ordinary Shares has been calculated by reference to the Company’s closing price on 16 June 2021, being the last trading day prior to negotiation of the Acquisition.

Strategic Rationale

The Group is well placed to leverage the value of the Rabot inventory and to further develop the brand’s intellectual property, which includes a range of high-quality beauty products which have attracted multiple awards and favourable customer reviews.

Related Party Transaction

The Acquisition and Debt Repayment constitute related party transactions pursuant to Rule 13 of the AIM Rules for Companies. The Acquisition and the Debt Repayment also constitute substantial transactions pursuant to Rule 12 of the AIM Rules.

The Directors of the Company, excluding Andrew Gerrie, who is considered a related party to Rabot, consider, having consulted with the Company’s nominated adviser, the terms of the Acquisition and the Debt Repayment to be fair and reasonable insofar as the Company’s shareholders are concerned.

Following the issue of the New Ordinary Shares, Andrew Gerrie will be interested in 693,205 ordinary shares in the Company, which will represent 0.55% per cent. of the enlarged issued share capital.

Issue of Equity

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM upon completion which is expected to occur no later than 18 June 2021, and it is anticipated that trading in the New Ordinary Shares will commence on AIM at 8.00am on 23 June 2021 (“Admission“). The New Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue.

Total Voting Rights

Following Admission, the Company’s issued and fully paid share capital will consist of 125,877,158 Ordinary Shares, all of which carry one voting right per share. The Company does not hold any Ordinary Shares in Treasury.

The figure of 125,877,158 Ordinary Shares may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.