Cooks Global Foods
Cooks Global Foods

Public Communication

Media Releases

Cooks Global Foods shareholders approve $9 million injection and share offer

Cooks Global Foods shareholders approve $9 million injection and share offer

China’s Jiajiayue Group and other strategic investors provide capital to support Esquires Coffee growth in China, the Middle East, UK, Ireland and North America.

Cooks Global Foods Limited (NZX.CGF) announces that all resolutions put to its special meeting of shareholders in Auckland today were passed. The vote approves a $9 million capital raising and introduces strategic partners to the Cooks Global Foods share register to accelerate the roll out of its Esquires Coffee houses around the world.

As a result of these resolutions:

  • Cooks Global Foods will receive $9 million, which it will use to retire debt and fund growth of Esquires in existing markets and new markets and grow its supply chain business.
  • China’s Jiajiayue Group (JJY) will join the Cooks Global Foods share register with a $4.5 million investment. JJY and Cooks Global Foods already have established a joint venture to develop 50 Esquires Coffee stores in the Shandong province. JJY is a substantial Chinese business group involved in supermarkets and retailing in Shandong. The partnership brings natural synergies for Esquires Coffee Houses to further increase its presence in China.
  • Management and a range of other strategic investors will contribute the remaining $4.5 million via Cooks Investment Holdings (CIHL), a new investment vehicle led by Cooks Executive Chairman Keith Jackson.
  • Cooks Global Foods is permitted to launch a further capital raising of up to $9 million. This Offer is expected to be launched in the New Year to further assist the growth of the Esquires Coffee brand worldwide. As part of the Offer, existing shareholders will have a priority opportunity to invest. No money is currently being sought and no applications will be accepted unless the subscriber has received the offer document.

 

“We are delighted with today’s result and welcome the new shareholders to Cooks Global Foods. These resolutions represent a key milestone for the company. Securing funding from our strategic partner JJY as well as CIHL will deliver significant benefits to Cooks,” Executive Chairman Keith Jackson said.

New Zealand Prime Minister John Key and JJY Chairman Wang Peihuan during APEC 2014. 

New Zealand Prime Minister John Key and JJY Chairman Wang Peihuan during APEC 2014. 

“Having franchisees and strategic partners as shareholders, strongly aligns their interests with the broader Cooks Global Foods shareholder base. Their investment is also ensuring we can realise our vision of being the world’s largest Organic and Fairtrade Coffee retailer.”

Detail of the resolutions:

  1. Approval of Share Purchase and Share Issues: as an ordinary resolution (passed pursuant to and as required by Rules 7(c) and 7(d) of the Takeovers Code and NZAXListing Rules 7.3.1(a), 7.5.1and 9.2.1 as applicable) and conditional on the passing of Resolution 2, that:

a)    The acquisition of 68,174,454 fully paid ordinary shares in the Company by JJY from DSLManagement Limited;

b)    The acquisition of 68,174,455 fully paid ordinary shares in the Company by CIHL from DSLManagement Limited;

c)    The issue of 35,156,250 fully paid ordinary shares in the Company to JJY at an issue price of $0.128 per share; and

d)    The issue of 35,156,250 fully paid ordinary shares in the Company to CIHL at an issue price of $0.128 per share,

  1. Approval of Share Offer:  As an ordinary resolution under NZAX Listing Rules 7.3.1(a) and 9.2.1 and conditional on the passing of Resolution 1, that the Directors of the Company are authorised to issue up to 70,312,500 fully paid ordinary shares in the Company at an issue price of $0.128 per share. 

Approvals Required

As announced earlier today, a further condition of Overseas Investment Office approval of JJY’s purchase of Te Karaka farm in the North Waikato has been met.

The final condition now outstanding is JJY’s receipt of Chinese Government approval to transmit the investment funds to New Zealand.


Contact:

Keith Jackson,
Executive Chairman
Cooks Global Foods
Email: keith.jackson@cooksglobalfoods.com  
Mob: (021) 702 509

Financial and Equity Capital Markets Advisor:
John Moore
Managing Director
Miro Capital Advisory
Email: john@mirocapital.co.nz  
Mob: (021) 500 681

About Cooks Global Foods:

Cooks Global Foods operates in world markets and is listed on the NZAX market operated by NZX Limited in New Zealand under the code CGF. It owns the intellectual property and master franchising rights to Esquires Coffee Houses worldwide excluding New Zealand and Australia. CGF currently operates or franchises Esquires Coffee Houses in the United Kingdom, Ireland, the Middle East and China. Related businesses within the group include New Zealand-based supply companies Progressive Processors and Scarborough Fair, which supply product into both Esquires stores and other third party customers. See: www.cooksglobalfoods.com

About Jiajiayue Group Co. Ltd:

Founded in June 1981, Jiajiayue Group Co. Ltd (JJY) is wholly owned by Jiajiayue Investment Holding Co. Ltd as its core subsidiary company. JJY’s main business focus is as a supermarket chain with integrated agriculture products processing; wholesaling and retailing; and logistics distributing services.

At the end of 2014, JJY employed almost 18,000 staff and owned more than 550 directly managed supermarkets in China, and aims to reach 1,000 supermarkets by the end of 2017. In 2013, JJY’s sales reached more than CNY10.0 billion (NZ$2.4 billion) with total capital assets of CNY5.7 billion (NZ$1.4 billion).

It also owns over 1 million square metres of business land area. JJY’s network reaches more than 40 cities and counties in Shandong with a comprehensive structure of farmers’ markets, department stores, supermarkets and village stores.

The company’s vision is “becoming the best Retail Company in China” and the company’s mission is “creating value for society, customers and employees”. Through regional intensity and a simultaneous multi-business format developing strategy, JJY is able to strengthen its logistics chain in fresh and grocery goods distribution while also gaining scale advantages and obtaining the leading industry position in the Shandong retail market.

Online shopping website (Online supermarket) http://www.jiajiayue.com/index.htm

Haiping Niu