TIDMDIS
RNS Number : 6362U
Distil PLC
24 November 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Distil PLC
Placing and Subscription for, in aggregate, 218,571,428 new
Ordinary Shares at 0.35 pence per share Related Party Transactions;
and Notice of General Meeting
Majority of fundraising committed from three leading investors:
Grain GmbH, BERO SAS and Dr Graham Cooley
Transaction Highlights:
-- Placing and Subscription to raise GBP0.765 million (before
expenses) through the issue of 218,571,428 new Ordinary Shares at
the Issue Price
-- Grain GmbH, which is connected to Roland Grain, a
non-executive director of the Company, has agreed to invest
GBP200,000 and substantial shareholder BERO SAS, which is
associated with Baron Eric de Rothschild, has agreed to invest
GBP120,000 for, in aggregate, 91,428,571 Ordinary Shares in the
Subscription
-- Dr Graham Cooley is investing GBP200,000 for 57,142,857 Ordinary Shares in the Placing
Distil plc (AIM:DIS), owner of premium drinks brands RedLeg
Spiced Rum, Blackwoods Gin and Vodka, TRØVE Botanical Vodka and
Blavod Black Vodka, is pleased to announce it has conditionally
raised GBP0.765 million (before expenses) through a Placing and
Subscription (together, the "Fundraising").
As previously reported, Distil has undergone a remodelling of
its distribution model, as it moved away its distribution to the
on-trade and independent sectors to Marussia Beverages, whilst
handling sales and marketing to our major UK retail customers
directly, giving Distil control over this relationship.
The Fundraising will provide working capital to enable Distil to
service customers with stock at the busiest time for the business
and allow it to support its growth plan to the end of March 2025.
Plans include the opening of the Blackwoods gin experience at
Ardgowan, consumer brand activation at key events, development of
premium line-extensions, limited-edition bottlings, and the launch
of a new-to-world brand in an emerging category.
The Company has conditionally placed through its broker, Turner
Pope, 127,142,857 new ordinary shares of 0.1p each ("Ordinary
Shares") in the capital of the Company (the "Placing Shares") at a
price of 0.35p per Placing Share (the "Issue Price") to raise
GBP445,000, before expenses (the "Placing").
The Company also announces a conditional subscription of
91,428,571 Ordinary Shares (the "Subscription Shares") at the Issue
Price with existing shareholders to raise GBP320,000, before
expenses (the "Subscription").
Participation in the Subscription by Grain GmbH and BERO SAS,
both substantial shareholders in the Company, are related party
transactions under the AIM Rules. The Independent Directors, having
consulted with SPARK Advisory Partners, the Company's nominated
adviser, consider that the terms of the Subscription by Grain GmbH
and BERO SAS are fair and reasonable insofar as Shareholders are
concerned.
The Placing Shares and Subscription Shares will represent
approximately 24.1 per cent. of the Enlarged Share Capital
following Admission.
The Issue Price represents a discount of approximately 22 per
cent. to the Closing Price of 0.45 pence per Ordinary Share on 23
November 2023, being the last practical date prior to the date of
this announcement.
Don Goulding, Executive Chairman of the Company, commented:
"I am pleased to announce a successful round of fundraising and
thank our shareholders for the continued support shown to the
business. We are also delighted to welcome Dr Graham Cooley as a
significant shareholder, subject to General Meeting approvals. He
is a very successful business leader, entrepreneur and champion of
sustainability and we are encouraged by the interest he has shown
in our business.
Proceeds raised will be managed carefully by the business and
will not only allow us to service our key customers to a high
standard throughout the busiest time of the year, but will continue
to make positive impacts on the business, supporting growth through
to March 2025 and beyond.
An increase in working capital will allow us to lower frequency
but increase the size of production runs to take advantage of cost
savings afforded by working in this way. Cost management will
continue to be a key area of focus for the business.
Funds will also be used to support brand growth through a
programme of promotion and point of sale activation, supported by
direct-to-consumer events which will be used to drive brand
awareness and trial. Following a successful trial for RedLeg, plans
also include a calendar of limited edition packs to increase
engagement and rate of sale.
Design development of the Blackwoods brand experience at
Ardgowan is near finalisation, with plans to open to the public in
Q1 following commencement of gin distillation across the range in
February 2024.
Finally, proceeds will also be used to brand and bring to market
already developed liquid in an exciting emerging category in 2024.
This will take the business into a new space that is gaining
attention with a unique proposition.
The fundraising represents an important springboard for growth
and I look forward to sharing the benefits with shareholders in
future communications."
Fee Shares
In addition to the Fundraising shares, 2,142,857 new Ordinary
Shares are to be issued at the Issue Price, conditional upon
Admission, to an adviser in settlement of amounts owed by the
Company.
Notice of General Meeting
A General Meeting to approve the resolutions (the "Resolutions")
required to implement the Fundraising is to be held at Temple
Chambers, 3-7 Temple Avenue, London EC4Y 0DT at 10.00 a.m. on 12
December 2023. A detailed timetable of events is set out at the
bottom of this announcement.
Copies of a Circular convening a General Meeting for 10.00 a.m.
on 12 December 2023 will be sent to shareholders later today and
will shortly be available on the website of the Company at
http://www.distil.uk.com/investors.
Extracts from the Circular are set out below.
For further information:
Distil PLC
Don Goulding, Executive Chairman Tel: +44 203 283 4006
----------------------
SPARK Advisory Partners Limited
(NOMAD)
----------------------
Neil Baldwin Tel: +44 203 368 3550
Mark Brady
----------------------
Turner Pope Investments (TPI)
Ltd
(Broker)
----------------------
Andy Thacker Tel: +44 203 657 0050
James Pope
----------------------
Extracts from the Circular:
1. Background to and reasons for the General Meeting
Your Board announced on 24 November 2023 that the Company
proposes to raise GBP765,000 before fees and expenses by a placing
of, and subscription for, 218,571,428 new Ordinary Shares with
existing and new investors at an Issue Price of 0.35 pence per New
Ordinary Share. The Issue Price represents a discount of
approximately 22 per cent. to the Closing Price of 0.45 pence per
Ordinary Share on 23 November 2023, being the last practical date
prior to the date of the Announcement.
The Placing Shares and Subscription Shares will represent
approximately 24.1 per cent. of the Company's Enlarged Share
Capital. The Placing Shares have been placed, and the Subscription
Shares have been subscribed for, conditional, inter alia , on the
passing of the Resolutions being proposed at the General Meeting
and upon Admission (which is expected to become effective with
dealings in the Placing Shares and the Subscription Shares to
commence on or around 13 December 2023). Neither the Placing nor
the Subscription have been underwritten.
For the Placing and Subscription to proceed, the Company
requires Shareholders' approval to authorise the Directors to allot
the Placing Shares, the Subscription Shares and the Fee Shares and
to disapply statutory preemption rights in relation to the issue of
the Placing Shares, the Subscription Shares and the Fee Shares.
I am therefore writing to provide you with details of the
Proposals, and to give you notice of the General Meeting at which
the resolutions to authorise the Directors to allot and issue the
Placing Shares, the Subscription Shares and the Fee Shares , as
well as Ordinary Shares (and/or rights to subscribe for them) up to
the aggregate nominal value of GBP180,000 will be put to
Shareholders. The General Meeting is to be held at 10.00 a.m. on 12
December 2023 and the formal notice of General Meeting is set out
at the end of this document.
2. Reasons for the Fundraising
As previously reported Distil has undergone a re-modelling of
its distribution model, as it moved away its distribution to the
on-trade and independent sectors to Marussia Beverages, whilst
handling sales and marketing to our major UK retail customers
directly, giving Distil control over this relationship.
This had, as reported in our final results to 31 March 2023,
which showed a loss for the period of GBP748k, a one-off knock-on
effect in relation to sales as existing stock in the UK market was
depleted.
As we reported in our unaudited interim results for the 6 months
ended 30 September 2023 on 12 October 2023 : "H1 has not been
without its challenges, as the business continues to face
wide-spread cost of goods increases in response to inflation and
the war in Ukraine, as well as a UK duty increase on all alcoholic
beverages. Reflecting the economic climate, consumers globally
remain cautious, the impact of which is being felt in the trade and
is expected to continue in the short to medium term. However,
despite this, our year-on-year results are encouraging. We are
rebuilding from a stronger base under the new structure, and the
team is working diligently to ensure that we are well positioned to
continue this growth as we enter our busiest trading period."
The above challenges together with the change in distribution
model have impacted the Company's working capital needs
particularly during the run up to the busy Christmas trading
period. The Company has explored alternative means of raising
working capital. The Board concluded that an equity raise provides
the most cost effective and timely solution.
The fundraising will provide working capital to enable Distil to
service customers with stock at the busiest time of year for the
business, and allow it to support its growth plan to the end of
March 2025. Plans include the opening of the Blackwoods gin
experience at Ardgowan, consumer brand activation at key events,
development of premium line-extensions, limited-edition bottlings,
and the launch of a new-to-world brand in an emerging category.
3. Details of the Placing
The Placing has raised approximately GBP445,000 (before
expenses) for the Company by the issue of 127,142,857 Ordinary
Shares at the Issue Price with investors.
The Placing Shares are being placed conditional, inter alia, on
the passing of the Resolutions at the General Meeting.
The Company has agreed to pay all costs and expenses relating to
the Placing and the applications for Admission including commission
payable to Turner Pope.
The Placing is conditional upon, inter alia:
-- the Resolutions being duly passed at the General Meeting by
12 December 2023, or such later time and/or date as the Company,
Turner Pope and SPARK may agree in the event of an adjournment of
the General Meeting, but in any event by no later than 8.00 a.m. on
19 December 2023;
-- Admission becoming effective on or before 8.00 a.m. on 13
December 2023, or such later time and/or date as the Company,
Turner Pope and SPARK may agree, but in any event by no later than
8.00 a.m. on 20 December 2023; and
-- completion of the Subscription.
The Placing is not being underwritten. The Placing Shares are
expected to be allotted on 12 December 2023, with Admission
expected on 13 December 2023.
The Placing will result in the issue of 127,142,857 new Ordinary
Shares representing approximately 14.0 per cent. of the Enlarged
Share Capital. The Placing Shares, when issued and fully paid, will
rank pari passu in all respects with the Existing Ordinary Shares
on Admission.
4. Details of the Subscription
The Subscription has raised GBP320,000 for the Company by the
conditional issue of a total of 91,428,571 Ordinary Shares at the
Issue Price to (1) Grain GmbH and (2) BERO as set out in section 8
below.
The Subscription is conditional upon, inter alia:
-- the Resolutions being duly passed at the General Meeting by
12 December 2023, or such later time and/or date as the Company,
Turner Pope and SPARK may agree in the event of an adjournment of
the General Meeting, but in any event by no later than 8.00 a.m. on
19 December 2023; and
-- Admission becoming effective on or before 8.00 a.m. on 13
December 2023 or such later time and/or date as the Company, Turner
Pope and SPARK may agree, but in any event by no later than 8.00
a.m. on 20 December 2023.
The Subscription Shares are expected to be allotted on 12
December 2023. The Subscription will result in the issue of
91,428,571 new Ordinary Shares representing approximately 10.1 per
cent. of the Enlarged Share Capital. The Subscription Shares, when
issued and fully paid, will rank pari passu in all respects with
the Existing Ordinary Shares on Admission.
5. Fee Shares
2,142,857 new Ordinary Shares are to be issued at the Issue
Price, conditional upon Admission, to an adviser in settlement of
amounts owed by the Company. The Fee Shares are expected to be
allotted on 12 December 2023, with Admission expected on 13
December 2023.
6. Settlement and dealings
Application has been made to the London Stock Exchange for the
Placing Shares, the Subscription Shares and the Fee Shares to be
admitted to trading on AIM. It is expected that Admission will
become effective and that dealings in the Placing Shares, the
Subscription Shares and the Fee Shares will commence on 8.00 a.m.
on 13 December 2023, subject, inter alia , to the passing of the
Resolutions at the General Meeting.
7. Use of Proceeds
The gross proceeds amount to GBP765,000. The expenses of the
Proposals amount to approximately GBP64,200, of which approximately
GBP56,700 will be settled in cash, and GBP7,500 will be satisfied
by the issue of the Fee Shares on the same terms as the Placing and
Subscription. The net proceeds of the Placing and the Subscription
will be used by the Company for general working capital. As the
Company recently announced, cash reserves stood at GBP321,000 as at
30 September 2023 and so the net proceeds of the fundraising will
provide Distil with sufficient liquidity as the Company enters the
crucial Christmas season and its busiest trading period of the
year.
8. Related Party Transactions
Roland Grain is a non-executive Director of the Company and is
currently interested (via Grain GmbH) in 156,476,20 Existing
Ordinary Shares (representing 22.86 per cent. of the Company's
current issued share capital). As a Director and as a substantial
shareholder in the Company, Roland Grain is a related party under
the AIM Rules.
BERO is currently interested (via Bank of New York (Nominees)
Limited) in 106,289,231 Existing Ordinary Shares (representing
15.53 per cent. of the Company's issued share capital). As a
substantial shareholder in the Company, BERO is a related party
under the AIM Rules.
The participation of Grain GmbH and BERO in the Subscription are
related party transactions under AIM Rule 13 of the AIM Rules.
Mr Grain is not considered independent in relation to the
consideration of these related party transactions under AIM Rule
13. Therefore, Don Goulding and Shaun Claydon, being the
Independent Directors, have considered the participation of the
related parties in the Subscription in line with the AIM Rules for
Companies.
Grain GmbH's and BERO's participation in the Subscription
Name Holding Amount Number Number % of Ordinary
of Existing subscribed of Subscription of Ordinary Share capital
Ordinary in the Subscription Shares Shares held held post
Shares post Admission Admission
Grain GmbH* 156,476,250 GBP200,000 57,142,857* 213,619,017 23.60%
------------- --------------------- ----------------- ---------------- ---------------
BERO 106,289,231 GBP120,000 34,285,714 140,574,945 15.53%
------------- --------------------- ----------------- ---------------- ---------------
*Grain GmbH is a company to which Mr Roland Grain is
connected.
held via Bank of New York (Nominees) Limited.
The terms of the Subscription are essentially the same as the
terms of the Placing.
The Independent Directors have considered the participation of
Grain GmbH and BERO in the Subscription. Having consulted with
SPARK Advisory Partners, the Company's nominated adviser, the
Independent Directors consider that the terms of Grain GmbH's and
BERO's participation in the Subscription are fair and reasonable
insofar as Shareholders are concerned.
9. General Meeting
The Directors do not currently have existing authorities to
allot shares and dis-apply pre-emption rights under section 551 and
section 570 of the Act to enable the Company to allot and issue the
Placing Shares, the Subscription Shares and the Fee Shares.
Consequently, the Company needs to first obtain approval from its
Shareholders to grant to the Board additional authority to allot
the new Ordinary Shares and to disapply statutory pre-emption
rights which would otherwise apply to such allotment or grant. The
Company is also seeking Shareholder authority to increase the
Directors' general authority to allot securities and dis-apply
pre-emption rights pursuant to sections 551 and 570 of the Act,
respectively.
A summary and brief explanation of the resolutions to be
proposed at the General Meeting is set out below. Please note that
this is not the full text of the Resolutions and you should read
this section in conjunction with the Resolutions contained in the
Notice at the end of this document. The following resolutions will
be proposed at the General Meeting:
Resolution 1 , which will be proposed as an ordinary resolution,
is to authorise the Directors to allot or issue the Placing Shares,
the Subscription Shares, the Fee Shares and further new Ordinary
Shares (representing approximately 20 per cent. of the Enlarged
Share Capital) up to an aggregate nominal value of GBP180,000;
and
Resolution 2 , which will be proposed as a special resolution,
and which is subject to the passing of Resolution 1, dis-applies
statutory pre-emption rights, provided that such authority shall be
limited to the Placing Shares, the Subscription Shares, the Fee
Shares and further Ordinary Shares (representing approximately 20
per cent. of the Enlarged Share Capital) having an aggregate
nominal value of GBP180,000 .
The General Meeting will be held at 10.00 a.m. on 12 December
2023 at Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT.
10. Irrevocable Undertakings
Grain GmbH (156,476,250 Ordinary Shares) and BERO (106,289,231
Ordinary Shares) have each irrevocably undertaken to vote their
Ordinary Shares (which in aggregate amount to 38.39% of the issued
share capital) in favour of the Resolutions at the General
Meeting.
11. Action to be taken by Shareholders
A form of proxy for use at the General Meeting is enclosed.
Whether or not you intend to attend the General Meeting in person,
you are requested to complete and sign the form of proxy and return
it to the Company's Registrars at 3 The Millennium Centre, Crosby
Way, Farnham, GU9 7XX, so as to arrive no later than 10.00 a.m. on
8 December 2023. The return of the form of proxy will not prevent
you from attending the General Meeting and voting in person should
you wish to do so.
12. Importance of the vote
Shareholders should be aware that if the Resolutions are not
approved at the General Meeting, the Placing and Subscription will
not occur, and the net proceeds of the fundraising will not be
received by the Company. If this were to happen, unless the Company
was able to raise potentially more expensive and/or dilutive funds
from alternative sources in the immediate short term, the Company
would not have sufficient working capital to continue to trade for
the next 12 months without taking mitigating action to
significantly reduce the operating costs of the Company which would
in turn adversely impact the Company's important Christmas trading
period and would be materially detrimental to its future
prospects.
13. Board Recommendations
In relation to the Resolutions, as Mr Grain has participated in
the Subscription, he is not considered independent and as such has
not participated in the recommendation.
The Independent Directors consider that the Placing, the
Subscription, the issue of the Fee Shares and the Resolutions are
in the best interests of the Company and its Shareholders as a
whole. Accordingly, the Independent Directors recommend that you
vote in favour of the Resolutions as they intend to do in respect
to their shareholdings of 10,000,000 Ordinary Shares amounting to
1.46 per cent. of the issued share capital of the Company.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2023
Announcement of the Placing and Subscription 24 November
Posting of the Circular and the form of proxy 24 November
Latest time and date for receipt of forms of proxy for the
General Meeting 10.00 a.m. on 8 December
General Meeting 10.00 a.m. on 12 December
Announcement of the result of the General Meeting 12
December
Admission of the Placing Shares, Subscription Shares 8.00 a.m.
on 13 December
and Fee Shares to trading on AIM
Expected date of despatch of definitive share certificates for
the by 22 December
Placing Shares, Subscription Shares and Fee Shares in
certificated form (certificated holders only)
Notes:
1. References to times in this document are to London time unless otherwise stated.
2. If any of the above times or dates should change, the revised
times and/or dates will be notified to Shareholders by an
announcement on an RNS (and posted on the Company's website).
3. All events in the above timetable following the General
Meeting are conditional upon approval by the Shareholders of the
Resolutions.
PLACING STATISTICS
Existing Ordinary Shares in issue as at the date
of this Document 684,399,579
Number of Subscription Shares 91,428,571
Number of Placing Shares 127,142,857
Number of Fee Shares 2,142,857
Enlarged Share Capital 905,113,864
Percentage of the Enlarged Share Capital represented
by the Placing Shares and the Subscription Shares 24.1 %
Issue Price 0.35p
Gross proceeds of the Placing and the Subscription GBP765,000
Estimated net proceeds of the Placing and the GBP708,300
Subscription
DEFINITIONS
The following definitions apply throughout this document, unless
the context requires otherwise.
" Act " Companies Act 2006
"Admission " the admission of the Placing Shares, the
Subscription Shares and the Fee Shares to trading on AIM and such
admission becoming effective in accordance with the AIM Rules
" AIM " the market of that name operated by London Stock
Exchange plc
" AIM Rules " the AIM Rules for Companies whose securities are
traded on AIM, as published by the London Stock Exchange from time
to time
" Announcement " the notification issued by the Company on 24
November 2023, which sets out details of the Proposals
" Articles " the Company's articles of association
" BERO " BERO SAS, a substantial shareholder in the Company
" Board " or " Directors " the directors of the Company at the
date of this Document, whose names are set out on page 7 of this
Document
" Circular " or " Document " this document dated 24 November 2023
" Closing Price " 0.45 pence, being the closing mid-market share
price on 23 November 2023
" CREST " the relevant system (as defined in the CREST
Regulations) for paperless settlement of share transfers and the
holding of shares in uncertificated
form which is administered by Euroclear
" CREST Manual " the rules governing the operation of CREST
consisting of the CREST Reference Manual, the CREST International
Manual, the CREST Central Counterpart Service Manual, the CREST
Rules, the CCSS Operations Manual, the Daily Timetable, the CREST
Application Procedures and the CREST Glossary of Terms, as
published by Euroclear from time to time
" CREST Regulations " the Uncertificated Securities Regulations
2001(SI 2001/3755) (as amended)
" Distil " or " Company " Distil PLC, a company registered in
England and Wales with registered number 3727483
" Enlarged Share Capital " together the Existing Ordinary
Shares, the Placing Shares, the Subscription Shares and Fee
Shares
" Euroclear " Euroclear UK & International Limited
" Existing Ordinary Shares " the 684,399,579 Ordinary Shares in issue as at the date hereof
" Existing Shareholders " holders of Ordinary Shares at the date of this document
" Fee Shares " 2,142,857 new Ordinary Shares to be issued to an
adviser at the Issue Price in settlement of amounts owed by the
Company
" FCA " the Financial Conduct Authority
" form of proxy " the form of proxy accompanying this Document
(or otherwise available) for use at the General Meeting
" General Meeting " or " GM " the General Meeting of
Shareholders to be held at 10.00 a.m. on 12 December 2023
" Grain GmbH " a substantial shareholder in the Company
controlled by Mr Roland Grain, a non-executive director of the
Company
" Group " the Company and its subsidiaries as at the date of
this Document
" Independent Directors " Don Goulding and Shaun Claydon
" Issue Price " 0.35p per Placing Share, Subscription Share and Fee Share
" London Stock Exchange " London Stock Exchange plc
" Notice " or the notice of the General Meeting set out at the
end of this document " Notice of General Meeting "
" Ordinary Shares " ordinary shares of 0.1p each in the capital of the Company
" Placing " the conditional placing of the Placing Shares at the
Issue Price, further details of which are set out in section 3 of
the Letter from the Chairman
" Placing Shares " the 127,142,857 new Ordinary Shares the subject of the Placing
" Proposals " the Placing and the Subscription
" Resolutions " the resolutions set out in the notice of General Meeting
" SPARK " SPARK Advisory Partners Limited, the Company's
Nominated Adviser
" Shareholders " holders of Ordinary Shares in the Company from time to time
" Sterling " or " GBP " the lawful currency of the UK
" Subscription Agreements " the conditional agreements dated 23
November 2023 between the Company and (1) Grain GmbH (a company
with which Mr Roland Grain, a non-executive director, is
connected), and (2) BERO, relating to the Subscription
" Subscription " the subscription for the Subscription Shares by
(1) Grain GmbH and (2) BERO under the Subscription Agreements
" Subscription Shares " the 91,428,571 new Ordinary Shares the subject of the Subscription
" Turner Pope " Turner Pope Investments (TPI) Limited, the Company's brokers
" UK " or " United Kingdom " the United Kingdom of Great Britain and Northern Ireland
" US " or " United States " the United States of America, its
territories and possessions, any states of the United States of
America and the District of Columbia and all other areas subject to
its jurisdiction."
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