Cantina Augusto plc
LSE : CANP

September 29, 2009 03:54 ET

Acquisition, Placing and Board Changes

                                         


29th September 2009





                                          CANTINA AUGUSTO PLC
                                     ("Cantina" or "the Company")

                                                   
                                Acquisition, Placing and Board Changes




The Directors ("Directors") of Cantina are pleased to announce the following events:-

1) The purchase of the entire issued share capital of Fast Consultants Limited ("Fast") trading as
   Pucci Pizza

2) A private placing raising £83,000 and a further investment of £15,000 by way of a
   share exchange; and

3) The appointment of Mr Patrick Meehan as a Non Executive Director of Cantina.



Purchase of Pucci Pizza

The  Board  announces  the  purchase of the entire issued share capital of  Fast  Consultants  Limited
trading  as  Pucci  Pizza  at 442 Kings Road London SW10  0LQ.  The  consideration  for  the
transaction  was  £50,000  satisfied by the issue 2,500,000 shares in Cantina  at  2p  per  share.  In
addition to the above consideration, there are two earn out periods.  In the first year, the earn  out
is  of  an amount equal to the profit before tax of Fast for the first year of trading up to the first
anniversary  of  the  completion date.  The second year's earn out is equivalent to  the  increase  of
profit  before tax of Fast in the second year over and above to the profit before tax of Fast  in  the
first year.  In both cases, the consideration will be satisfied by the issue of shares in Cantina at a
price based upon the closing mid-market price on the date of determination.


Private Placing


Further  to  this the Company has completed the placing of 4,150,000 new ordinary shares  representing
17.11%  of the new enlarged share capital of the Company raising £83,000 at a placing price of 2p  per
share.

The  Company is pleased to announce that the PLUS quoted investment vehicle Worship Street Investments
Limited ("Worship Street") invested £20,000 in the placing acquiring 1,000,000 new ordinary shares  in
the Company.

Directors,  Peter Parkinson and Patrick Meehan, also took part in the placing, investing £5,000  each,
acquiring 250,000 new ordinary shares each. The holdings of the directors are dealt with at the end of
this announcement.

Further  to  this the Board of Directors announces that the Company has agreed to a further investment
into  the  Company  by Worship Street to the value of £15,000 for the issue of a further  750,000  new
ordinary shares in the Company, the consideration for which was satisfied by the issue of 600,000  new
ordinary  shares in Worship Street Investments Limited at a price of 2.5p per share. Revised  holdings
are set out at the end of this announcement.


The appointment of Mr Patrick Meehan as a Non Executive Director of Cantina


Patrick has considerable experience in the management and promotion of companies both public and
private. Since the 1970's he has been involved in the entertainment business, He was a director and
shareholder in a major public company in the media sector, Equity Enterprises Limited.

In 1996, he was the promoter and consultant of a film and studio owning company, Equator Films Limited
which was subsequently listed on the Alternative Investment Market of the London Stock Exchange
("AIM") as Equator Group PLC.

In 1999, he acquired the business and film library of Handmade Films, originally owned by George
Harrison of the Beatles fame. In 2006 along with other media assets he sold those interests to Equator
Group Plc. The company is now listed on AIM as Handmade Plc. He is the chairman and major shareholder.

He is also the proprietor of a southern Californian newspaper.

In  addition  to  the  directorship of the Company, Patrick Meehan holds or  has  held  the  following
directorships or has been a partner in the following partnerships within the five years prior  to  the
date of this announcement:

HandMade PLC
HandMade Films International Limited
HandMade Films Limited (BVI)
HandMade Films Inc. (U.S.)
Eloise Productions Inc. (U.S.)
HMF Music Inc. (U.S.)
HMF Properties Inc. (U.S.)

Mike Nash, Chairman of Cantina, said

"The  Directors have been seeking to expand Cantina for some considerable time. I am extremely pleased
that  we  have  now  achieved this with the acquisition of Pucci Pizza a  very  well  known  and  long
established business, situated on the famous Kings Road, London. It is envisaged that the Pucci  brand
will be extended by opening up other restaurants in prime locations in London and then further afield.
I  would  like  to  welcome  Patrick Meehan to the Board of Directors.  He will  bring  to  the  Board
considerable experience and expertise in the running of public companies"


Interests of Directors and Substantial Shareholders

Following the placing and acquisition, the total number of shares increases to 20,669,916.

The Directors holdings are as set out below:


Directors                                              No. Of ordinary shares      Percentage total
                                                       held                        %
Michael Nash                                                              500,000               2.41
Adriano Bernabei*                                                         900,000               4.35
Patrick Meehan                                                            250,000               1.20
Peter Parkinson                                                         1,445,312               6.99
                                                                                                    
Total                                                                                          14.95

*  Adriano  Bernabei has a legal and beneficial holding of 500,000 Ordinary Shares. 400,000   Ordinary
Shares are legally and beneficially owned by Augusto Bernabei.



Parties who hold over 3% of the Company's enlarged issued share capital:


Name                                                   No. of ordinary shares      Percentage total
                                                       held                        %
Acme International Investments limited                                  1,000,000               4.83
Fitel Nominees Limited                                                  1,327,625               6.42
Guiseppe Albanese                                                       2,500,000              12.09
James M.V.Butterfield                                                     653,000               3.15
Mountbatten Investments Limited                                         1,000,000               4.83
Mr Jon Peter Pither                                                     1,195,313               5.78
Redmayne (Nominees) Limited                                             1,850,000               8.95
TD Waterhouse Nominees (Europe) Limited                                 1,700,000               8.22
John Green*                                                               905,000               4.37
Worship Street Investments Limited                                      1,750,000               8.46

*John  Green,  holds 5000 ordinary shares or 0.02% of the ordinary share capital of  the  company  and
controls  C  F  Secretaries Limited, which provides services to the Company and  which  holds  500,000
shares  or  2.4% of the ordinary share capital of the Company. In addition, John Green also  controls
Listbasis Limited, a company which holds 150,000 shares or 0.7% of the ordinary share capital and  his
wife, Anne Vivienne Green, also holds 250,000 shares or 1.20% of the ordinary share capital.



The Directors of the issuer accept responsibility for this Announcement.

Contacts:

Cantina Augusto plc
Adriano Bernabei                         Tel: 01926 888 302

Rivington Street Corporate Finance
Leo Godsall                              Tel: 0207 562 3393


Contact Information

  • Cantina Augusto plc