Schedule One - Franchise Brands plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Franchise Brands plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

5 Edwin Avenue

Hoo Farm Industrial Estate

Kidderminster

Worcestershire

DY11 7RA

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.franchisebrands.co.uk

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Franchise Brands plc (the "Group") is a group of international multi-brand franchisors with a combined network of over 400 franchisees in 12 countries, but predominantly in the UK.

The Group's principal brands are ChipsAway (mobile car paintwork repairs), Ovenclean (mobile domestic oven cleaning) and Barking Mad (dog sitting), all of which deliver services to individuals of a similar socio-economic group through the Group's franchisees.

The Group's strategy is to pursue the selective acquisition of franchise businesses that could benefit from the Company's central services, such as marketing, and also the experience of the Board and management team in developing franchise businesses. The Group completed its first acquisition since its IPO, of Barking Mad in October 2016. The acquisition of Barking Mad broadened Franchise Brands' portfolio of B2C service businesses with a market leading brand which has an attractive model for franchisees, a strong management team and a similar customer base to the Group's existing brands.

The Group has now agreed terms for the proposed acquisition of the entire issued share capital of Metro Rod Limited ("Metro Rod"), a leading provider of drain clearance and maintenance services in the UK (the "Acquisition"). The services are predominantly provided by 40 franchisees on a largely reactive or emergency basis. The total consideration for the Acquisition is £28 million (subject to adjustment based on the financial position of Metro Rod at completion of the Acquisition) (the "Consideration"), which will be satisfied in cash at completion of the Acquisition. The Consideration will be funded by the issue of 29,850,747 Ordinary shares to be issued at 67p per share pursuant to a placing and new bank facilities of up to £17 million.

Pursuant to Rule 14 of the AIM Rules for Companies, the Acquisition constitutes a reverse takeover. Accordingly, shareholder approval for the Acquisition is being sought at a general meeting convened for 10 April 2017.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

77,732,033 ordinary shares of 0.5p each ("Ordinary Shares"), including 29,850,747 Ordinary Shares to be issued at 67p per share on admission to AIM pursuant to a placing.

No shares are held in treasury.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital raised on admission to AIM: £20 million

Anticipated market capitalisation on admission to AIM: approximately £73 million (based on the closing mid-market share price on 23 March 2017)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

64.8%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Stephen Glen Hemsley - Executive Chairman

Timothy ("Tim") John Harris - Chief Executive OfficerJulia Rosalind Choudhury - Corporate Development Director

Robin Nigel Auld - Marketing Director

Nigel William Wray - Non-Executive Director

David John Poutney - Non-Executive Director

Robin ("Rob") Christian Bellhouse - Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 31 December 2016

(iii) 30 September 2017 (interim report for the period ended 30 June 2017)

30 June 2018 (annual report for the period ended 31 December 2017)

30 September 2018 (interim report for the period ended 30 June 2018)

EXPECTED ADMISSION DATE:

11 April 2017

NAME AND ADDRESS OF NOMINATED ADVISER:

Allenby Capital Limited

3 St. Helen's Place

London

EC3A 6AB

NAME AND ADDRESS OF BROKER:

Allenby Capital Limited

3 St. Helen's Place

London

EC3A 6AB

Dowgate Capital Stockbrokers Limited

Talisman House

Jubilee Walk

Three Bridges

Crawley

West Sussex

RH10 1LQ

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission Document, is available from the Company's website: www.franchisebrands.co.uk and contains full details about Franchise Brands plc and the admission of its securities.

DATE OF NOTIFICATION:

24 March 2017

NEW/ UPDATE:

New