TIDMBERM
RNS Number : 4120T
Bermele PLC
20 July 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES
OR IN OR INTO, AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OF
AMERICA OR SOUTH AFRICA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
For Immediate Release 20 July 2020
Bermele Plc
("Bermele" or the "Company")
Possible Acquisition,
Suspension of Trading
&
Convertible Loan Notes
The Directors of Bermele are pleased to announce that the
Company has signed Heads of Terms to acquire the entire issued
share capital of East Imperial Pte. Ltd. ("East Imperial") for new
shares in the Company (the "Acquisition"). The number of new shares
is subject to further due diligence.
East Imperial is a Singapore incorporated company that designs,
develops, formulates, manufactures, distributes and sells small
batch blended premium mixers using all-natural ingredients and New
Zealand artesian spring water.
Bermele has also entered into a legally binding Exclusivity
Agreement with East Imperial to facilitate concluding the proposed
Acquisition. The Exclusivity Agreement places certain restrictions
on East Imperial for an initial period of 9 months, with an option
to extend for a further 3 months, including in relation to :
issuance of any shares, loan capital or securities convertible into
shares; disposal of all or part of East Imperial and its share
capital; or disposal, merger or other business combination with any
third parties.
About East Imperial
East Imperial, founded in 2013 in New Zealand, produces and
markets a line of branded ultra-premium beverages that are
currently sold throughout APAC and the US. The company was founded
on the philosophy of creating products defined by heritage,
tradition and authenticity. East Imperial's range utilises
all-natural authentic Asian ingredients, low natural sugar content,
and a genuine 1903 East African family recipe.
Through its original intent to position itself as a lifestyle
and ultra-premium brand, East Imperial has successfully carved-out,
in only a short period of time, a competitive advantage in the
marketplace. It continues to combine its intrinsic and genuine
product qualities with its luxury lifestyle marketing strategy. The
unique appeal of East Imperial mixers enables the company to
promote its beverage lines across a broad range of countries with a
focus on high-end and luxury establishments.
In 2019, East Imperial was voted by the World's Top 50 Bars and
200 Bartenders as the 3rd Top Trending Brand, and 3rd Top-Selling
Tonic Water Brand globally. The forecast growth is driven by both
new products opportunities in markets already established;
Australasia, US, China, Hong Kong and Singapore and expansion into
new markets.
Suspension and Application for Listing
The Acquisition, if it proceeds, will constitute a Reverse
Takeover under the Listing Rules since, inter alia, in substance it
will result in a fundamental change in the business of the Company.
As such, the Company's Listing and ordinary shares have been
suspended (pursuant to Listing Rule 5.3.1) with immediate effect
pending the publication of a prospectus and the application for the
enlarged Company to have its ordinary shares admitted to the
Official List and to trading on the main market for listed
securities of the London Stock Exchange.
Convertible Loan Notes
The Company has entered into an agreement to subscribe for
250,000 Secured Convertible Loan Notes 2020 of GBP1 each with East
Imperial (the "Loan Notes"). Under the terms of the Loan Notes,
Bermele has the right to convert the Loan Notes into shares in East
Imperial at a 40% discount to the price of a change of control
event, such as the proposed Acquisition.
The proceeds of the Loan Notes are to be used for general
working capital purposes to support East Imperial's strategy in the
short term. In the event that the Acquisition does not proceed, the
Loan Notes are repayable at Bermele's election after 12 months,
with an accrued interest rate of 5% per annum. The loan notes are
secured against the assets of East Imperial.
The Acquisition is subject, inter alia, to the completion of due
diligence, documentation and compliance with all regulatory
requirements, including the Listing and Prospectus Rules and, as
required, the Takeover Code.
Toby Hayward, Chairman of Bermele, commented:
"I am delighted to announce this proposed acquisition and to
have executed these agreements with East Imperial, one of the
world's top brands in the expanding market of premium mixers.
Alongside a fantastic range of products, this transaction will
provide an exciting opportunity for our shareholders. In addition,
this will give East Imperial the platform it requires for further
expansion and to develop its global-selling brand."
Tony Burt, Founder & CEO of East Imperial, commented:
"From our inception we've harboured strong ambitions to take the
East Imperial philosophy beyond our home markets in Asia Pacific to
a wider global audience. The opportunity presented by Bermele
provides us with the means to achieve this, and we're thrilled to
be able to move to the next stage of our growth story. Together,
this will enable us to continue to deliver our world-leading
ultra-premium mixer range, as well as bring to market exciting
innovations for the more discerning consumer."
Enquiries:
Bermele Plc +44 (0) 20 3475 9760
Toby Hayward info@bermele.com
Novum Securities Limited
Colin Rowbury +44 (0) 20 7399 9400
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END
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