Re-commencement of Share purchase programme

15 October 2024

FRANCHISE BRANDS PLC

("Franchise Brands", the "Group" or the "Company")

Re-commencement of Share purchase programme

Franchise Brands has been quoted on London's AIM market since its IPO in 2016. AIM has been a highly supportive stock exchange for the Group, enabling it to access appropriate capital to facilitate acquisitions and grow and diversify its share register.    

The Board believes that recent speculation about the potential impact of any changes to Inheritance Tax legislation in the Autumn Budget on 30 October 2024, including potential removal of Business Property Relief for qualifying companies quoted on AIM may have contributed to recent volatility in the Company's share price. In times of such volatility, anomalies in the share price present opportunities to act in the interests of all shareholders and purchase shares, particularly when the Board believes that the share price significantly undervalues the Group. Therefore, the Board now believes that it would be in the interests of all shareholders to re-commence the share purchase programme (the "Programme").

Franchise Brands will re-commence its discretionary Programme to buy ordinary shares of 0.5p each in the Company ("Ordinary Shares") with immediate effect, up to an aggregate value of £5,000,000.

The Trustee of the Franchise Brands PLC Employee Benefit Trust (the "EBT") will purchase Ordinary Shares in accordance with the Programme. The Programme seeks to mitigate the dilutive impact of share option awards and to improve overall shareholder return. The EBT currently holds 983,510 Ordinary Shares which represents 0.51 per cent. of the Company's current issued share capital.

The Board remains focused on debt reduction, a progressive dividend policy and investment in the organic growth of the Group and whilst this modification to its capital allocation policy will modestly extend the debt reduction timetable, the Board still anticipates the full repayment of outstanding bank debt by the end of 2027, and leverage to 31 December 2024 of less than 2 times* in line with previous guidance.

The Trustees of the EBT have entered into arrangements with the Company's joint broker, Stifel Nicolaus Europe Limited ("Stifel"), to carry out on-market purchases of Ordinary Shares under the Programme, including on a discretionary basis independent of the Company during any prohibited periods of the Company, as determined by the UK Market Abuse Regulation, which may fall during the period of the Programme.

Due to the limited liquidity in the issued Ordinary Shares, any share purchase of Ordinary Shares pursuant to the authority on any trading day may represent a significant proportion of the daily trading volume in the Ordinary Shares on the London Stock Exchange and may exceed 25 per cent. of the average daily trading volume, being the limit laid down in Article 5(1) of Regulation (EU) No 596/2014 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018) and the Commission Delegated Regulation (EU) 2016/1052 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018) and, accordingly, the Company will not benefit from the exemption contained in that Article.

*Leverage is calculated using Adjusted net debt and Adjusted EBITDA.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

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About Franchise Brands plc

Franchise Brands is an international, multi-brand franchisor focused on B2B van-based service with 7 franchise brands and a presence in 10 countries across the UK, North America and Europe. The Group is focused on building market-leading businesses primarily via a franchise model and has a combined network of over 625 franchisees.

The Company owns several market-leading brands with long trading histories, including Pirtek in Europe, Filta, Metro Rod and Metro Plumb, all of which benefit from the Group's central support services, particularly technology, marketing, and finance. At the heart of Franchise Brands' business-building strategy is helping its franchisees grow their businesses: "as they grow, we grow".

Franchise Brands employs over 650 people across the Group.