TIDMGUS
RNS Number : 8140Q
Gusbourne PLC
01 November 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RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE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. THIS ANNOUNCEMENT SHOULD
BE READ IN ITS ENTIRETY.
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.
1 November 2021
Gusbourne Plc
("Gusbourne" or the "Company")
Results of the Exercise of Warrants, Conversion of DDBs and
Short-Term Loan into Shares and repayment of the remaining DDBs
Following the Company's Funding Update announcement on 18
October 2021, Gusbourne Plc, the English sparkling wine producer,
is pleased to announce the following results of the exercise of
warrants and the conversion of DDBs and the short-term loan into
Ordinary Shares.
Exercise of warrants:
On 18 October 2021, the Company's largest shareholder, Belize
Finance Limited ("BFL"), a related party of Lord Ashcroft who is
classified as a substantial shareholder under the AIM Rules,
exercised all its outstanding warrants (the "BFL Warrants") to
subscribe for ordinary shares of 1 pence each in the Company
("Ordinary Shares"). Pursuant to the exercise of the BFL Warrants,
BFL subscribed for 1,311,517 Ordinary Shares at 75p per Ordinary
Share (the "Issue Price") which provided cash proceeds to the
Company of GBP983,638.
Following this exercise, other warrant holders held outstanding
warrants (the "Warrants") to subscribe for a further 707,500
Ordinary Shares at the Issue Price with an expiry date of 29
October 2021. At close of business on 29 October 2021, other
Warrant holders, including certain directors, had exercised 307,500
warrants to subscribe for 307,500 Ordinary Shares at the Issue
Price, which has provided cash proceeds to the Company of
GBP230,625. These amounts included 175,000 Warrants to subscribe
for 175,000 Ordinary Shares at the Issue Price out of the DDB
proceeds as defined below. The following directors exercised
Warrants as follows:
Number of Warrants exercised
Lord Arbuthnot 5,000
Mike Paul 5,000
Ian Robinson 10,000
The total number of Ordinary Shares issued pursuant to the
exercise of the BFL Warrants and the Warrants (together the
"Exercise of Warrants") amounts to 1,619,017 Ordinary Shares (the
"Warrant Shares") which has provided total cash proceeds to the
Company of GBP1,214,263.
The remaining 400,000 Warrants not exercised at close of
business on 29 October 2021 have now expired.
Conversion of DDBs and short-term loan into Ordinary Shares and
repayment of remaining DDBs
On 15 October 2021 BFL, the majority holder of the Company's
deep discount bonds issued in 2016 and 2020 (together the "DDBs")
and Franove Holdings Limited ("Franove"), the holder of the
short-term loan, agreed to extend the repayment date of these debts
to 29 October 2021. The total amount of the DDBs and the short-term
loan as at 29 October 2021 amounted to GBP6,192,252.
On 29 October 2021 BFL converted its interest in the DDBs into
Ordinary Shares at the Issue Price (the "BFL Conversion"). BFL has
converted its DDBs into 2,838,765 Ordinary Shares at the Issue
Price in respect of money owed for the 2020 DDB, amounting to
GBP2,129,074, and 2,306,314 Ordinary Shares at the Issue Price in
respect of money owed for the 2016 DDB, amounting to
GBP1,729,735.
On 29 October 2021 the sole holder of the short-term loan
Franove, a related party of Paul Bentham, a director of the
Company, converted its short-term loan amounting to GBP610,445 into
813,926 Ordinary Shares at the Issue Price on 29 October 2021 (the
"Franove Conversion").
On 29 October 2021, following an invitation to all other holders
of DDBs to convert amounts owed to them by the Company via the DDBs
(the "DDB proceeds") into Ordinary Shares, other holders of DDBs
amounting to GBP373,177 converted their DDBs (the "Other DDBs
Conversion") into 497,568 Ordinary Shares at the Issue Price and
used GBP131,250 of DDB proceeds to exercise 175,000 Warrants. The
remaining DDBs amounting to GBP1,218,573 have been repaid, and all
short-term debt on the Company's balance sheet has therefore now
been eliminated.
The total Ordinary Shares issued pursuant to the BFL Conversion,
the Franove Conversion and the Other DDBs Conversion (together the
"DDBs and Franove Conversion") amounts to 6,456,573 Ordinary Shares
(the "Conversion Shares").
The Company will not receive any cash proceeds from the DDBs and
Franove Conversion.
Placing and Subscription
On 18 October 2021, the Company announced that it had
successfully raised gross proceeds of GBP2,244,997 through the
Placing and a further GBP375,000 through the Subscription,
resulting in aggregate gross proceeds of GBP2,619,997. Under the
Placing, the Company had placed 2,993,329 Ordinary Shares (the
"Placing Shares") at a price of 75 pence per share (the "Issue
Price") and 500,000 Ordinary Shares (the "Subscription Shares") had
been subscribed for at the Issue Price under the Subscription.
The Placing Shares and Subscription Shares were admitted to AIM
on 22 October 2021 and the Company currently has 49,989,448 Shares
in issue prior to the issue of the Warrant Shares and the
Conversion Shares.
Admission and Dealings
The Exercise of Warrants and the DDBs and Franove Conversion is
conditional upon Admission becoming effective. Application will be
made to the London Stock Exchange for the Warrant Shares and the
Conversion Shares (a total of 8,075,590 Ordinary Shares) to be
admitted to trading on AIM. Admission is expected to occur on 4
November 2021.
The Warrant Shares and the Conversion Shares will, when issued,
be credited as fully paid and rank pari passu with the existing
Ordinary Shares, including, without limitation, the right to
receive all future dividends and distributions declared, made or
paid after the date of issue of the Warrant Shares and the
Conversion Shares.
Total Voting Rights
Immediately following Admission, the Company will have a total
of 58,065,038 Ordinary 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.
Open Offer
The Company intends, shortly, to make an open offer ("Open
Offer") to raise approximately GBP2,000,000 to be made to all
shareholders of the Company ("Shareholders") at 75p per Ordinary
Share.
It is intended that the Open Offer will be made to all
Shareholders after Admission of the Warrant Shares and the
Conversion Shares. The Open Offer will include an opportunity to
apply for additional Ordinary Shares in excess of each
Shareholder's entitlements.
BFL has undertaken not to take up their rights under the Open
Offer so the full GBP2,000,000 of entitlements will be available
preemptively to all other shareholders. The Company has entered
into an agreement with BFL whereby BFL has committed to underwrite
the Open Offer in full in the event that Ordinary Shares are not
taken up by Shareholders as part of the Open Offer. 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.
Funding Summary
Following the completion of the Placing and Subscription, the
Exercise of Warrants, the DDBs and Franove Conversion, the
repayment of the remaining DDBs, and the Open Offer (together "the
Transactions"), the total cash funding to be raised is expected to
amount to approximately GBP4.5 million before Transaction expenses.
This funding will be used to support the ongoing business growth
across all distribution channels (Direct to Consumer, UK Trade and
International) and further development of the Company,
including:
-- Increasing visitor capacity at the Company's cellar door operations ("The NEST") in Appledore
-- Increasing sales and marketing expenditure to promote further sales growth
-- Investing in further digital promotion and sales optimisation across all channels
-- Supporting future growth potential by increasing production efficiency and capacity
Bonus issue of warrants to all shareholders :
The Company will make a bonus issue of transferrable one-year
warrants to subscribe for approximately 4 million Ordinary Shares
(c.GBP3million) at 75p per share to all Shareholders on the
register following completion of the Open Offer, pro rata to their
shareholdings.
Enquiries:
Gusbourne Plc
Charlie Holland +44 (0)12 3375 8666
Canaccord Genuity Limited (Nomad and Joint Broker)
Bobbie Hilliam +44 (0)20 7523 8000
Georgina McCooke
Panmure Gordon (UK) Limited (Joint Broker)
Oliver Cardigan + 44 (0)20 7886 2500
Hugh Rich
Ailsa Macmaster
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014, which forms part of UK law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). In
addition, market soundings (as defined in MAR) were taken in
connection with the matters referred to above as a result of which
certain persons became aware of inside information (as defined in
MAR), as permitted by MAR. This inside information is set out in
this Announcement. Therefore, those persons that received such
inside information in a market sounding are no longer in possession
of such inside information relating to the Company and its
securities.
Note: This and other press releases are available at the
Company's website: www.gusbourneplc.com
Note to Editors
Gusbourne produces and distributes a range of high quality and
award-winning vintage English sparkling 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:
-- Three times winner of the International Wine & Spirits
Challenge (IWSC) English Wine Producer of the Year, having won the
award in 2013, 2015 and 2017- a unique achievement
-- 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.
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