TIDMGUS
RNS Number : 4189P
Gusbourne PLC
18 October 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT
NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY
INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
18 October 2021
Gusbourne Plc
("Gusbourne", the "Company" or the "Group")
Results of Placing
Gusbourne Plc (AIM: GUS) is pleased to announce, further to the
announcement made today by the Company, (the "Launch
Announcement"), that the Company has successfully raised gross
proceeds of GBP2,244,997 through the Placing. The aggregate gross
proceeds of the Placing and the Subscription (together, the
"Fundraise") are therefore GBP2,619,997 million. Under the Placing,
the Company has placed 2,993,329 new Shares at a price of 75 pence
per Share (the "Issue Price") with new investors.
Terms defined in the Launch Announcement have the same meanings
in this announcement unless the context provides otherwise.
The Issue Price, of 75 pence, represents a discount of 39.02%
per cent. to the closing price of 123 pence per Share on 15 October
2021. The Placing Shares and the Subscription Shares together
represent approximately 7.51% per cent. of the existing share
capital of the Company.
Panmure Gordon acted as Bookrunner in respect of the Placing.
The New Ordinary Shares issued pursuant to the Placing and
Subscription will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing Shares at that
time.
Admission and Dealings
The Fundraise is conditional upon, amongst other things,
Admission becoming effective. Application will be made to the
London Stock Exchange for the admission of the Placing Shares and
Subscription Shares to be admitted to trading on AIM. Admission is
expected to take place at 8.00 a.m. on 22 October 2021. The Placing
is conditional, inter alia, upon Admission becoming effective and
the Placing Agreement becoming unconditional and not being
terminated.
The New Ordinary Shares will, when issued, be credited as fully
paid and rank pari passu with the existing Shares, including,
without limitation, the right to receive all future dividends and
distributions declared, made or paid after the date of issue of the
New Ordinary Shares.
Open Offer
As described in the Funding announcements, the Company intends,
shortly after 29 October 2021, to make an open offer ("Open Offer")
to raise approximately GBP2,000,000 to be made to all shareholders
of the Company ("Shareholders"), excluding BFL, at 75p per
share.
It is intended that the Open Offer will be made to all
Shareholders, excluding BFL, in November 2021, after additional
subscriptions (if any) for Shares from the exercise of Warrants,
conversions of the DDBs and the short-term loan into Shares, and
the completion of the Placing and Subscription. The Open Offer will
include an opportunity to apply for additional Shares in excess of
each Shareholder's entitlements.
The Company has entered into an agreement with BFL whereby BFL
will commit to underwrite the Open Offer in full in the event that
Shares are not taken up by Shareholders as part of the Open Offer
(the "BFL Underwrite"). BFL will receive a fee of GBP100,000 for
agreeing to underwrite the Open Offer. Further details of the Open
Offer will be provided in a separate announcement when it is
made.
Total voting rights
Immediately following Admission, the Company will have a total
of 49,989,448 Shares in issue. With effect from Admission, this
figure may be used by Shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in the
Company, under the Disclosure Guidance and Transparency Rules of
the Financial Conduct Authority.
Enquiries:
Gusbourne Plc
C harlie Holland +44 (0)1233 758 666
Canaccord Ge nuity Limited (Nomad and
Joint Broker)
Bobbie Hilliam +44 (0)20 7523 8000
Georgina McCooke
P an m ure Gordon (UK) Li mited (Joint Broker)
Oliver Cardigan +44 (0)20 7886 2500
Hugh Rich
Ailsa Macmaster
Note to Editors
Gusbourne produces and distributes a range of high quality and
award winning vintage English sparkling and still wines from grapes
grown in its own vineyards in Kent and West Sussex.
The Gusbourne business was founded by Andrew Weeber in 2004 with
the first vineyard plantings at Appledore in Kent. The first wines
were released in 2010 to critical acclaim. Following additional
vineyard plantings in 2013 and 2015 in both Kent and West Sussex,
Gusbourne now has 231 acres of mature vineyards. The NEST visitor
centre was opened next to the winery in Appledore in 2017,
providing tours, tastings and a direct outlet for our wines.
Right from the beginning, Gusbourne's intention has always been
to produce the finest English sparkling wines. Starting with
carefully chosen sites, we use best practice in establishing and
maintaining the vineyards and conduct green harvests to ensure we
achieve the highest quality grapes for each vintage. A quest for
excellence is at the heart of everything we do. We blind taste
hundreds of samples before finalising our blends and even after the
wines are bottled, they spend extended time on their lees to add
depth and flavour. Once disgorged, extra cork ageing further
enhances complexity. Our winemaking process remains traditional,
but one that is open to innovation where appropriate. It takes four
years to bring a vineyard into full production and a further four
years to transform those grapes into Gusbourne's premium sparkling
wine.
We are one of England's most awarded wine producers. Highlights
include:
-- Winner of 'Winery of the Year' trophy at the WineGB competition
-- Highest rated English sparkling wine by the Wine Enthusiast in 2020
-- Trophy for best English Still Red Wine at Wine GB awards 2018-2020
-- Best in Class trophies at the Champagne & Sparkling World
Championships in both 2018 and 2019
-- 'Best English Sparkling Wine' as well as overall 'IWC China
Champion Sparkling Wine 2019' at the International Wine Challenge
held in Shanghai
Gusbourne's luxury brand enjoys premium price positioning, and
its wines are distributed in some of the finest establishments both
in the UK and abroad. Our wines can be found in leading luxury
retailers, restaurants, hotels and stockists, always being aware
that where we are says a lot about who we are .
IMPORTANT NOTICES
The distribution of this announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Bookrunner or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Company and the Bookrunner to inform themselves
about and to observe any such restrictions.
This announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia (the "United States" or the "US")), Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, the Republic of South Africa or
Japan. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this announcement should seek appropriate advice before
taking any action.
This announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Panmure Gordon is authorised and regulated by the Financial
Conduct Authority in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Placing, and
Panmure Gordon will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Bookrunner or by any of its
affiliates or agents as to, or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this announcement is intended to be a profit
forecast or estimate, and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
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END
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