Franchise Brands plc (AIM:FRAN) reached agreement to acquire Filta Group Holdings plc (AIM:FLTA) from Jason Sayers, Roy Sayers, Meredian Settlement Trust, Victor Clewes, Jlubomir Urosevic and Gresham House Asset Management Limited and others for £49.7 million on February 16, 2022. As per the transaction, Franchise Brands plc will issue 1.157 new shares for each Filta Group Holdings plc share. Jason Sayers currently holds 3,688,120 shares, Roy Sayers holds 562,160 shares, Meredian Settlement Trust holds 7,926,560 shares, Victor Clewes holds 4,558,750 shares, Jlubomir Urosevic holds 1,359,690 shares and Gresham House Asset Management Limited holds 5,715,020 shares of Filta Group Holdings plc. As part of the transaction, Jason Sayers and Brian Hogan will join the Franchise Brands board as Managing Director-Filta and Chief Financial Officer, respectively. If Franchise Brands receives acceptances under the Offer in respect of, and/or otherwise acquires, both 90% Franchise Brands intends to exercise its rights to acquire compulsorily the remaining Filta shares on the same terms as the offer. Following the offer becoming or being declared unconditional, if Franchise Brands receives acceptances under the offer in respect of, and/or otherwise acquires 75%. The transaction is subject to minimum tender, listing of new shares on stock exchange and approval of offer by acquirer shareholder and is approved by Filta Group Holdings plc's board of directors. As of March 7, 2022, the transaction was approved by the shareholders of Franchise Brands plc. As of March 10, 2022, the offer became unconditional. The Offer will remain open for acceptance until further notice and no later than April 19, 2022. As of May 9, 2022, the Offer was closed and no longer capable of being accepted. As Franchise Brands has received acceptances under the Offer in respect of over 90%, it is exercising its rights to acquire compulsorily the remaining Filta Shares and Filta Shareholders who have not accepted the Offer will have their Filta Shares compulsorily acquired and will need to apply to Franchise Brands to claim any consideration due to them, in the form of New Franchise Brands Shares.

Jeremy Porter and Liz Kirchner of Allenby Capital Limited and James Serjeant, Russell Cook and Nicholas Chambers of Dowgate Capital Limited acted as financial advisors and Gateley Plc acted as legal advisor to Franchise Brands plc. Stephen Keys, Camilla Hume and Callum Davidson of Cenkos Securities plc (AIM:CNKS) acted as financial advisor and Howard Kennedy LLP acted as legal advisor to Filta Group Holdings plc. Computershare Investor Services PLC acted as registrar for Filta. BDO USA, LLP acted as tax due diligence provider to Franchise Brands plc (AIM:FRAN).

Franchise Brands plc (AIM:FRAN) completed the acquisition of Filta Group Holdings plc (AIM:FLTA) from Jason Sayers, Roy Sayers, Meredian Settlement Trust, Victor Clewes, Jlubomir Urosevic and Gresham House Asset Management Limited and others on June 1, 2022.