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Theo Fennell PLC (TFL)

Theo Fennell PLC

Board changes and Directors D
RNS Number : 3131U
Theo Fennell PLC
23 June 2009
 




2June 2009

Theo Fennell PLC

('Theo Fennell' or the 'Company')


Board changes and Directors Dealing



The board announces the appointment of three new board members with Theo Fennell returning to the board as Creative Director, responsible for design, creation and promotion of the Company.  These appointments have been made to strengthen the Board and to implement a new strategy which will see the Group re-focus on its design-led jewellery and silver.  International interest for the core jewellery product continues to be strong. 


Theo Fennell, who is increasing his holding in the business, will return to the Group as Creative Director and will re-join the Board together with Rupert Hambro and Alasdair Hadden-Paton who have both acquired holdings in the Company which will give them, in aggregate, a 29.9 per cent. interest in the Company.  Richard Northcott, Chairman, and Viscount Cowdray - Non-Executive Director, have both resigned from the Board, with immediate effect although both will remain as shareholders in the Company.


Richard Northcottoutgoing Chairman of Theo Fennell, commented:

'I am delighted that Theo is returning to the Board and we welcome the appointment of Rupert and Alasdair who have extensive business and financial experience between them. I would also like to extend much thanks to Viscount Cowdray for the considerable contribution he has made to the Company.'


Rupert Hambro has been appointed Non- Executive Chairman and Alasdair Hadden-Paton will be Deputy Chairman.  It is anticipated that both Theo Fennell and Alasdair Hadden-Paton will assume executive roles in due course.


Rupert Hambroincoming Chairman of Theo Fennell, commented:

'I have long been an admirer of Theo's design genius and the original business that he created, and I am now delighted that I will be part of the Group going forward.  Whilst the business performed very strongly in 2006 and 2007, significantly increasing revenue and profits and establishing an international footprint, the Group lost direction in 2008.  With Theo returning to the business, working alongside Barbara Snoad, we have the right team in place to re-build and grow the Theo Fennell business.'


Theo Fennell, Founder commented:

'I am really pleased to be returning to the business that I founded and have great plans for its future.  The coming months will see the launch of new collections and some very original designs.  My increased investment in the business reflects belief in the potential of the Company. We now have the right board and management team in place to take the business forward and to realise its huge potential.'



Directors Dealing


As part of the board changes set out aboveRichard Northcott has sold 1,582,380 ordinary shares in the Company at 20p per share and Centric Investments Limited has sold 1,155,250 ordinary shares in the Company (in respect of which Viscount Cowdray was beneficially interested) at 20p per share. Of these shares, 1,244,380 ordinary shares have been acquired by JO Hambro Limited, a company in which Rupert Hambro has a beneficial interest, 746,625 ordinary shares have been acquired by Theo Fennell and 746,625 ordinary shares have been acquired by Alasdair Hadden-Paton, all at 20p per share.


In addition, Viscount Cowdray had agreed for no consideration to surrender his 30,000 options over the ordinary shares of the Company and Richard Northcott has also agreed as part of the arrangements relating to the termination of his employment with the Company, to surrender his options over an aggregate of 365,000 ordinary shares of the Company.



Following these share transactions, those persons now have an interest in the following ordinary shares in the Company:




Interest in Ordinary Shares



% of issued share capital

J O Hambro Limited


1,244,380


6.62%

Theo Fennell


3,633,385


19.32%

Alasdair Hadden-Paton


746,625


3.97%

Richard Northcott


3,089,987


16.43%

Viscount Cowdray


2,255,916


11.99%



Convertible Loan Notes


The Company and Richard Northcott have agreed to the variation of the terms of the £300,000 nominal of secured convertible loan notes held by Richard Northcott and issued pursuant to an instrument dated 3 September 2003. The conversion rights attaching to the loan notes will now only be exercisable, in normal circumstances, by the holder on or after 31 December 2009 and the Company has the right (subject to consent from Clydesdale Bank Plc) to pre-pay all or part of the loan notes before 31 December 2009.


Enquiries:


Theo Fennell Plc

Rupert Hambro

Tel: 020 7591 5000

Pelham PR

James Henderson / Kate Catchpole 

Tel: 020 7337 1501

Seymour Pierce Limited

Mark Percy / Catherine Leftley

Tel: 020 7107 8000

Notes to Editors

Rupert Hambro has a wealth of experience in the retail and leisure sector.  He was Chairman of Walpole for five years - the organisation that promotes British luxury and was instrumental in the turnaround of Walpole.  He was Chairman and part-owner of Hamley's, he was a Director of the Telegraph Group, he is currently Chairman of the luxury holiday specialists - Cazenove Loyd, of Sipsmith the maker of handmade spirits and Lovedean Limited - the award winning granola breakfast cereal company which has won many plaudits.  


After qualifying as a Chartered Accountant, Alasdair Hadden-Paton was Finance Director of Flaxman Properties before spending 15 years as Finance Director of the five star hotel group, Townhouse Hotel Investments. The group included The Egerton House, The Franklin and Dukes Hotel. All three hotels pioneered the 5 star 'boutique hotel' market and received regular awards.  Alasdair is currently a Non-Executive Director of the mail order/retail group OKA Direct and Vice-Chairman of The Starlight Children's Foundation charity.



Disclosure of Directorships under Schedule 2 of the AIM Rules

Rupert Nicholas Hambro, aged 65, is or has been a director or a partner of the following companies or partnerships during the previous five years:


Current directorships:


Bank Gutmann AG

Cazenove & Loyd Limited

Chiswick House and Gardens Trust

The Old Etonian Trust

Goldsmiths' Research Foundation Limited

The Invitational Limited

JO Hambro Limited

Lovedean Limited

Sipsmith Limited

Rupert Hambro & Partners Limited

Woburn Enterprises Limited


Directorships held within the previous five years:


Business for Sterling

Chatsworth House Trust Limited

HMI Services Limited

J O Hambro Estates Limited

J O Hambro No 2 Limited

J O Hambro No 3 Limited

J O Hambro Mansford Limited

J O Hambro Nominees Limited

Kapital Ventures PLC

Longshot Health & Fitness Limited

Longshot Plc (holding company)

Museum in Docklands

Open Europe

Tanner Krolle

The Walpole Committee Limited

Third Space Group Limited

Vote No Limited  


Mr Hambro was appointed a director of the Mayflower Corporation plc in November 1988 and resigned on 2 April 2004. On 31 March 2004  Mayflower Corporation plc went into administration with total deficiency as regards members estimated at approximately £220 million and was subsequently wound-up in December 2006.


There are no other matters which are required to be announced with regard to this appointment under paragraph (g) of Schedule 2 of the AIM Rules.



Alister Theodore Fennell, aged 57, is or has been a director or a partner of the following companies or partnerships during the previous five years:


Current directorships/partnerships:


Hero Flynn Limited

The Original Design Partnership Limited

Theodore Frith Limited


Directorships/partnerships held within the previous five years:


Theo Fennell plc


There are no other matters which are required to be announced with regard to this appointment under paragraph (g) of Schedule 2 of the AIM Rules.



Alasdair Kinloch Hadden-Paton, aged 53, is or has been a director or a partner of the following companies or partnerships during the previous five years:


Current directorships/partnerships:


Botiga Holdings Limited

Botiga Management Limited *

Chance Holdings Limited

Golf Course Management Limited

Golf Course Management (Elemore) Limited

Golf Course Management (Milton Keynes) Limited

La Plage Limited

Oka Direct Limited


*    Practitioner appointed on 22 January 2009 for the purpose of a Voluntary Creditors Liquidation. 


Directorships/partnerships held within the previous five years:


Dukes Hotel Limited

The Egerton House Hotel Limited

Franklin Hotel Investments Limited **

The Franklin Hotel Limited ***

Middlesex Public Golf Courses Limited

Townhouse Hotel Investments Limited ****


**    Practitioner appointed on 20 September 2006 for the purpose of a Voluntary Members Liquidation.

***    Mr Hadden-Paton resigned as a director on 19 May 2006 and the company entered into voluntary arrangements on 28 April 2006.

****    Practitioner appointed on 20 September 2006 for the purpose of a Voluntary Members Liquidation.


There are no other matters which are required to be announced with regard to this appointment under paragraph (g) of Schedule 2 of the AIM Rules.




This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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