TIDMGUS
RNS Number : 4302O
Gusbourne PLC
28 May 2015
This announcement is for information purposes only and does not
itself constitute an offer for sale or subscription of any ordinary
shares or other securities in the capital of the Company. This
announcement has been issued by and is the sole responsibility of
the Company.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES, AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA,
THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
Gusbourne Plc
(London-AIM: GUS) ("Gusbourne" or the "Company")
Open Offer to raise up to GBP3.57 million
Highlights
-- Open Offer to Qualifying Shareholders to raise up to GBP3.57 million
-- 2 Open Offer shares for every 5 Existing Ordinary Shares at 50 pence per share
-- Opportunity for Qualifying Shareholders to acquire Excess Shares if available
-- Board may place any further shares not taken up by Excess
Applications at 50 pence per share
-- Lord Ashcroft KCMG PC will participate in the Open Offer to
maintain his beneficial interest at 64.4 per cent of the enlarged
share capital following Admission
-- All Directors intend to take up their respective entitlements under the Open Offer in full
-- Current trading in line with expectations and development plans remain on course
The Board is pleased to announce that Gusbourne is providing
Qualifying Shareholders with the opportunity to subscribe for an
aggregate of 7,141,310 new Ordinary Shares at a price of 50p per
share, to raise up to an additional GBP3.57 million before
expenses, with a basic entitlement of 2 new Ordinary Shares for
every 5 Existing Ordinary Shares, at 50 pence per share, payable in
full on application.
The Issue Price is at a discount of 28.6 per cent. to the
closing middle market price of 70 pence per Existing Ordinary Share
on 27 May 2015, being the last practicable date before the
announcement of the Open Offer.
A circular (the "Circular") setting out details of and the terms
relating to the Open Offer is being posted to Shareholders today
and is also available to view on the Company's website,
www.gusbourneplc.com
Enquiries:
Gusbourne Plc
Andrew Weeber/Ben Walgate +44 (0)12 3375 8666
Cenkos Securities plc
Nicholas Wells +44 (0)20 7397 8920
Note: This and other press releases are available at the
Company's web site: www.gusbourneplc.com
Expected Timetable of Principal Events
Record Date for the Open Offer 5.30p.m. on 26 May
2015
Announcement of the Open Offer 28 May 2015
Ex-entitlement Date 28 May 2015
Posting of Circular and Application Form 28 May 2015
to Qualifying non-CREST Shareholders
Open Offer Entitlements and Excess CREST 29 May 2015
Open Offer Entitlements credited to stock
accounts of Qualifying CREST Shareholders
Recommended latest time and date for requesting 4.30pm on 8 June
withdrawal of Open Offer Entitlements from 2015
CREST
Latest time and date for depositing Open 3.00p.m. on 9 June
Offer Entitlements into CREST 2015
Latest time and date for splitting Application 3.00p.m. on 10 June
Forms (to satisfy bon fide market claims 2015
only)
Latest time and date for acceptance of 11.00a.m. on 12
the Open Offer and receipt of completed June 2015
Application Forms and payment in full under
the Open Offer or settlement of relevant
CREST instruction (if appropriate)
Latest time and date for receipt of proxy 11.00a.m. on 16
forms for Annual General Meeting June 2015
Announcement of result of Open Offer 16 June 2015
Admission and commencement of dealings 8.00a.m. on 17 June
in the Open Offer Shares on AIM 2015
Open Offer Shares credited to CREST members' 8.00a.m. on 17 June
accounts 2015
Annual General Meeting 11.00a.m. on 18
June 2015
Despatch of definitive share certificates by 1 July 2015
for Open Offer Shares in certificated form
If any of the details contained in the timetable above should
change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service.
All references are to London time unless stated otherwise.
Introduction
The Open Offer is an invitation by the Company to Qualifying
Shareholders to apply to acquire up to an aggregate of 7,141,310
new Ordinary Shares at a price of 50 pence per share. If you hold
Existing Ordinary Shares on the Record Date or have a bona fide
market claim, other than, subject to certain exceptions, where you
are a Shareholder with a registered address or located in the
United States or another Restricted Jurisdiction, you will be
entitled to apply for Open Offer Shares under the Open Offer.
Qualifying Shareholders will also be offered the opportunity to
apply for additional shares in excess of their entitlement to the
extent that other Qualifying Shareholders do not take up their Open
Offer Entitlement in full. Please see Part 3 and Part 4 of the
Circular for further details.
Admission is expected to occur no later than 8.00 a.m. on 17
June 2015 (or such later time and/ or date as Cenkos Securities and
the Company may agree but not later than 17 July 2015). The Open
Offer is not underwritten.
The Company may use its discretion in respect of any Excess
Shares not taken up by Qualifying Shareholders to allot them to
such placees at the Open Offer price of 50 pence per share as the
Company may determine.
The Circular has today been posted to Shareholders explaining
the background to the Open Offer and to set out the reasons why
your Board believes that the Open Offer is in the best interests of
the Company and its Shareholders. The Circular is not a notice of
the Annual General Meeting; that notice has been sent to
Shareholders separately. The Open Offer is independent of the
Annual General Meeting and is not conditional on any resolutions
being put to Shareholders at the Annual General Meeting.
Reasons for the Open Offer and Use of Proceeds
Gusbourne is one of England's premier sparkling wine businesses
and the Company's development plans include the further expansion
of production and sales of its international award winning English
sparkling wine products. The production of premium sparkling wine
from new vineyards is by its very nature a long term project and
requires funding to support the investment in new vineyards,
additional winery capacity and stocks.
The Open Offer is expected to raise up to GBP3,570,655.00 before
expenses (provided that the proceeds of the Open Offer will not be
EUR 5 million or more). The proceeds from the Open Offer will be
used for the ongoing investment in new vineyards planted in 2015,
an expansion of the winery capacity and for working capital,
represented primarily by the Company's sparkling wine stocks. The
Company will also continue to invest in the further development of
the award winning Gusbourne brand itself. The long term development
plans for the business will require further funding over the next
few years before it reaches sales maturity and a growing level of
investment in wine stocks will become an increasingly important
feature of the Company's balance sheet. The Company will consider
both further equity and debt funding to achieve its objectives.
Current Trading and Prospects
The Company continues to trade in line with expectations with
sales in line with stock availability and the Directors remain
optimistic about the Company's future prospects. The Company's long
term development plans to further expand production and develop the
Gusbourne brand remain on course.
The Board believes that the quality of Gusbourne's wines, and
the independent recognition of this through international awards,
will be a key factor in continuing to drive the sales performance
and financial performance of the Company. Gusbourne wines have
continued to win international awards.
In May 2015 the International Wine and Spirit Competition
("IWSC") awarded a record 6 medals to Gusbourne wines. These
included two Gold Outstanding medals in respect of the Gusbourne
Blanc de Blancs 2007 Late Disgorged and the Gusbourne Blanc de
Blancs 2010, and a Gold medal in respect of the Gusbourne Rosé
2011. The IWSC also awarded three Silver medals for the Gusbourne
Brut Reserve 2010 and for the Company's limited production
Chardonnay and Pinot Noir still wines from the 2013 vintage.
The "Gold Outstanding" classification is the highest IWSC medal
honour, granted solely at the discretion of the judging panel.
Gusbourne is the first and only English wine producer to receive
two Gold Outstanding medals from the IWSC in one year.
In May 2015 the Company was also awarded a Gold medal by the
International Wine Challenge Competition (IWC) in respect of the
Gusbourne Blanc de Blancs 2007 Late Disgorged in addition to two
Silver medals and a Bronze.
Gusbourne's wines have been recognised through international
awards since its first wines were released in 2010. In 2013, the
IWSC awarded the Company the International trophy for "Best Bottle
Fermented Sparkling Wine" in respect of the Gusbourne Brut Reserve
2008 in addition to the trophy for "English Wine Producer of the
Year".
The IWSC and the IWC have been running their prestigious
competitions for over 30 years and are widely acknowledged as two
of the most prestigious and independent contests of their type in
the world.
Principal Terms of the Open Offer
A total of 7,141,310 new Ordinary Shares are available to
Qualifying Shareholders pursuant to the Open Offer at the Issue
Price, payable in full on application. Any Open Offer Shares not
subscribed for by Qualifying Shareholders will be available to
other Qualifying Shareholders under the Excess Application
Facility.
Although Qualifying Shareholders can apply for as many Open
Offer Shares as they wish, Qualifying Shareholders will receive an
entitlement to apply for Open Offer Shares pursuant to the Open
Offer at the Issue Price on the following basis:
2 Open Offer Shares for every 5 Existing Ordinary Shares
registered in their name on the Record Date. Entitlements of
Qualifying Shareholders will be rounded down to the nearest whole
number of Open Offer Shares. Fractional entitlements which would
otherwise arise will not be issued to the Qualifying Shareholders
but will be made available under the Excess Application
Facility.
The Excess Application Facility enables Qualifying Shareholders
to apply for Excess Shares in excess of their respective Open Offer
Entitlements. For the avoidance of doubt, Qualifying Shareholders
with no Open Offer Entitlement (by virtue of their owning fewer
than 5 Existing Ordinary Shares) may still apply for Excess Shares
under the Excess Application Facility.
Not all Shareholders will be Qualifying Shareholders.
Shareholders who are located in, or are citizens of, or have a
registered office in certain overseas jurisdictions will not
qualify to participate in the Open Offer. The attention of Overseas
Shareholders is drawn to paragraph 7 of Part 3 of the Circular.
If the proceeds of the Open Offer would otherwise be EUR 5
million or more, the Company will scale back the Excess Application
Facility then, if necessary, the number of Open Offer Shares to be
issued pursuant to Open Offer Entitlements (on a pro rata basis).
Valid applications by Qualifying Shareholders will be satisfied in
full up to their Open Offer
Entitlements as shown on the Application Form for certificated
Shareholders. Applicants can apply for fewer or more than their
entitlements under the Open Offer but the Company cannot guarantee
that any application for Excess Shares under the Excess Application
Facility will be satisfied as this will depend in part on the
extent to which other Qualifying Shareholders apply for fewer or
more than their own Open Offer Entitlements. The Excess Shares will
only be available to those Shareholders who take up all of their
Open Offer Entitlements. The Company may satisfy valid applications
for Excess Shares of applicants in whole or in part but reserves
the right not to satisfy any excess above any Open Offer
Entitlement. The Board may scale back applications made in excess
of Open Offer Entitlements on such basis as it reasonably considers
to be appropriate.
Application has been made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Open Offer Entitlements
will be credited to CREST on 29 May 2015. The Open Offer
Entitlements will be enabled for settlement in CREST until 3.00p.m.
on 9 June 2015.
Applications through the CREST system may only be made by the
Qualifying CREST Shareholder originally entitled or by a person
entitled by virtue of bona fide market claims. The Open Offer
Shares must be paid in full on application. The latest time and
date for receipt of completed
Application Forms or CREST application and payment in respect of
the Open Offer is 11.00a.m. on 12 June 2015. The Open Offer is not
being made to certain Overseas Shareholders, as set out in
paragraph 7 of Part 3 of the Circular.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Application Form is not a document
of title and cannot be traded or otherwise transferred.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part 3 of the Circular and on the
accompanying Application Form.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid after the date of their issue.
Application will be made to the London Stock Exchange for the
admission of the Open Offer Shares which are subscribed for to
trading on AIM. It is expected that Admission will occur and that
dealings will commence at 8.00 a.m. on 17 June 2015 at which time
it is also expected that the Open Offer Shares will be enabled for
settlement in CREST.
General meeting not required
As detailed in paragraph 2 of Part 5 of the Circular, no general
meeting of the Shareholders is required in order for the Company to
make the Open Offer or issue the Open Offer Shares.
Annual General Meeting
As Admission is to take place after the deadline for receipt of
proxies in connection with the Annual General Meeting, votes may
not be cast at the Annual General Meeting in respect of Open Offer
Shares.
Related Party Transaction: Lord Ashcroft KCMG PC
Lord Ashcroft KCMG PC currently has a beneficial interest in
64.4 per cent. of the Existing Ordinary Shares. The Company has
received a letter of intent from Lord Ashcroft KCMG PC stating that
he will participate or (in the case of Existing Ordinary Shares
held on his behalf) procure that the relevant registered
shareholder will participate in the Open Offer to the extent that
his beneficial holdings of Ordinary Shares will not exceed 64.4 per
cent. of the Ordinary Shares following Admission. This commitment
constitutes a related party transaction under Rule 13 of the AIM
Rules for Companies. The Company's independent directors, being
those not involved in the Open Offer as a related party, having
consulted with the Company's nominated adviser, consider that the
terms of the transaction are fair and reasonable insofar as its
shareholders are concerned.
Related Party Transaction: Andrew and Caroline Weeber
Andrew Weeber, a Director and non-executive Chairman, currently
has (jointly with his wife Caroline Weeber) a beneficial interest
in 10.9 per cent. of the Existing Ordinary Shares. Andrew and
Caroline intend to accept their entitlement under the Open Offer in
full in the manner set out in this paragraph.
The Company, Andrew Weeber and Caroline Weeber have agreed that
Andrew and Caroline may pay for their entitlement under the Open
Offer by way of conversion of Bonds into Open Offer Shares.
The Company, Andrew Weeber and Caroline Weeber have entered into
a variation of the Deep Discount Bond to allow for this conversion
to take place. Under the original terms of the Deep Discount Bond,
conversion into Ordinary Shares would not have been allowed at this
time and would have taken place at 66 pence per Ordinary Share. The
variation of the Deep Discount Bond allows for the conversion to
take place as part of the Open Offer at the Issue Price.
Barclays have consented to both the variation of the Deep
Discount Bond and the conversion of Bonds into Open Offer Shares in
the manner described above.
For the avoidance of doubt, the Company will not receive any
cash in return for the subscription for Open Offer Shares by Andrew
and Caroline Weeber. Instead, the total liability of the Company
under the Deep Discount Bond would be reduced by GBP388,889.00.
The Bonds to be converted by Andrew and Caroline Weeber will be
valued at their subscription price plus all discount accrued
(pursuant to the terms of the Deep Discount Bond) to the date of
Andrew and Caroline Weeber's participation in the Open Offer.
The variation of the Deep Discount Bond and the issue of Open
Offer Shares in return for the conversion of Bonds constitute a
related party transaction under Rule 13 of the AIM Rules for
Companies. The Company's independent directors, being those not
involved in the Open Offer as a related party, having consulted
with the Company's nominated adviser, consider that the terms of
the transaction are fair and reasonable insofar as its shareholders
are concerned.
Directors' Participation in the Open Offer
The Company has been informed by all of the Directors that they
intend to accept their respective entitlements under the Open Offer
in full. The aggregate basic entitlements of all the Directors
under the Open Offer is 1,078,650 Open Offer Shares. Andrew Weeber,
Chairman intends to accept his entitlement via conversion of Bonds,
as described above.
The Directors, in aggregate together with their immediate
families or persons connected with them (within the meaning of
Section 252 of the Act) hold 2,696,626 Existing Ordinary Shares,
representing approximately 15.1 per cent. of the Existing Ordinary
Shares in issue at 27 May 2015, being the latest practicable date
prior to this announcement.
An announcement will be released to the market in due course
notifying the market of the acceptance by Directors and their
families or connected persons of any Open Offer Entitlements and
Excess Open Offer Entitlements and the effect on their subsequent
shareholdings in the Company.
Overseas Shareholders
The attention of Qualifying Shareholders who have registered
addresses outside the United Kingdom, or who are citizens or
residents of countries other than the United Kingdom, or who are
holding Existing Ordinary Shares for the benefit of such persons,
(including, without limitation, custodians, nominees, trustees and
agents) or who have a contractual or other legal obligation to
forward the Circular or the Application Form to such persons, is
drawn to the information which appears in paragraph 7 of Part 3 of
the Circular.
In particular, Qualifying Shareholders who have registered
addresses in or who are resident in, or who are citizens of,
countries other than the UK (including without limitation the
United States of America), should consult their professional
advisers as to whether they require any governmental or other
consents or need to observe any other formalities to enable them to
take up their entitlements under the Open Offer.
Action to be Taken
Qualifying non-CREST Shareholders wishing to apply for Open
Offer Shares or Excess Shares must complete the Application Form
which accompanies the Circular in accordance with the instructions
set out in paragraph 4.1 of Part 3 of the Circular and on the
Application Form and return it with the appropriate payment to
Capita Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU, so as to arrive no later
than 11.00a.m. on 12 June 2015.
If you do not wish to apply for any Open Offer Shares under the
Open Offer, you should not complete or return the Application
Form.
If you are a Qualifying CREST Shareholder, no Application Form
will be sent to you. Qualifying CREST Shareholders will have Open
Offer Entitlements and Excess CREST Open Offer Entitlements
credited to their stock accounts in CREST. You should refer to the
procedure for application set out in paragraph 4.2 of Part 3 of the
Circular. The relevant CREST instructions must have settled in
accordance with the instructions in paragraph 4.2 of Part 3 of the
Circular by no later than 11.00a.m. on 12 June 2015.
Qualifying CREST Shareholders who are CREST sponsored members
should refer to their CREST sponsors regarding the action to be
taken in connection with the Circular and the Open Offer.
Definitions
"Act" the Companies Act 2006 (as amended)
"Admission" to the extent that Qualifying Shareholders
apply to subscribe for Open Offer Shares
under the Open Offer, the admission
of the Open Offer Shares subscribed
under the Open Offer to trading on AIM
"AIM" the AIM market operated by London Stock
Exchange
"AIM Rules for the AIM Rules for Companies and guidance
companies" notes as published by the London Stock
Exchange from time to time
"Annual General Meeting" the Annual General Meeting of the Company
due to take place at the offices of
Cenkos Securities at 11.00a.m. on 18
June 2015
"Application Form" the personalised application form on
which Qualifying non-CREST Shareholders
may apply for new Ordinary Shares under
the Open Offer, which accompanies the
Circular
"Barclays" Barclays Bank plc
"Board" or "Directors" the directors of the Company whose names
are set out on page 2 of the Circular
"Bonds" bonds issued pursuant to the Deep Discount
Bond
"Capita Asset Services" A trading name of Capita Registrars
Limited
"Cenkos Securities" Cenkos Securities plc
"Company" or Gusbourne plc
"Gusbourne"
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the operator (as defined
in the CREST Regulations)
"CREST Manual" the rules governing the operation of
CREST, consisting of the CREST Reference
Manual, CREST International Manual,
CREST Central Counterparty Service Manual,
CREST Rules, Registrars Service Standards,
Settlement Discipline Rules, CCSS Operations
Manual, Daily Timetable, CREST Application
Procedure and CREST Glossary of Terms
(all as defined in the CREST Glossary
of Terms promulgated by Euroclear on
15 July 1996 and as amended since)
"CREST member" a person who has been admitted to CREST
as a system-member (as defined in the
CREST Manual)
"CREST member shall have the meaning given in the
account ID" CREST Manual issued by Euroclear
"CREST Sponsor" a CREST participant admitted to CREST
as a CREST sponsor
" CREST sponsored a CREST member admitted to CREST as
member" a sponsored member
"Deep Discount Bond" the deep discount bond entered into
by the Company on 27 September 2013
"Enlarged Share Capital" the entire issued share capital of the
Company following completion of the
Open Offer at Admission and assuming
that the Open Offer is fully subscribed
"EU" the European Union
"EUR" the Euro
"Euroclear" Euroclear UK & Ireland Limited
" Excess Application the arrangement pursuant to which Qualifying
Facility" Shareholders may apply for additional
Open Offer Shares in excess of their
Open Offer Entitlements in accordance
with the terms and conditions of the
Open Offer
" Excess CREST Open in respect of each Qualifying CREST
Offer Entitlements" Shareholder, the entitlement (in addition
to an Open Offer Entitlement) to apply
for Open Offer Shares pursuant to the
Excess Application Facility, which is
conditional on taking up the Open Offer
Entitlement in full
"Excess Shares" Open Offer Shares applied for by Qualifying
Shareholders under the Excess Application
Facility
"Ex-entitlement Date" the date on which the Existing Ordinary
Shares are marked "ex" for entitlement
under the Open Offer, being 28 May 2015
" Existing Ordinary the 17,853,276 Ordinary Shares in issue
Shares" on the date of this announcement
"FCA" the Financial Conduct Authority of the
UK
"FSMA" Financial Services and Markets Act 2000
(as amended)
"Group" the Company and all of its subsidiary
undertakings ("subsidiary undertakings"
having the same meaning as set out in
the Act)
"Issue Price" 50 pence per new Ordinary Share
"London Stock Exchange" London Stock Exchange plc
" Money Laundering Money Laundering Regulations 2007, the
Regulations" money laundering provisions of the Criminal
Justice Act 1993, Part VIII of FSMA
(together with the provisions of the
Money Laundering Sourcebook of the FCSA
and the manual of guidance produced
by the Joint Money Laundering Steering
Group in relation to financial sector
firms), the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act
2001, the Proceeds of Crime Act 2002
and the Terrorism Act 2006
"Open Offer" the invitation made to Qualifying Shareholders
to apply to subscribe for the Open Offer
Shares at the Issue Price on the terms
and subject to the conditions set out
in Part 3 of the Circular and in the
Application Form
" Open Offer the basic entitlements of Qualifying
Entitlements" Shareholders to subscribe for Open Offer
Shares allocated to Qualifying Shareholders
on the Record Date pursuant to the Open
Offer
"Open Offer Shares" the 7,141,310 Ordinary Shares being
made available to Qualifying Shareholders
pursuant to the Open Offer
"Ordinary Shares" ordinary shares of 50p each in the capital
of the Company
"Overseas Shareholders" a Shareholder with a registered address
outside the United Kingdom
" Qualifying CREST Qualifying Shareholders holding Existing
Shareholders" Ordinary Shares in a CREST account
"Qualifying non-CREST" Qualifying Shareholders holding Existing
Ordinary Shares in Shareholders" certificated
form
"Qualifying Shareholders" holders of Existing Ordinary Shares
on the register of members of the Company
at the Record Date (but excluding any
Overseas Shareholder who has a registered
address in the United States of America
or any other Restricted Jurisdiction)
"Record Date" 5.30p.m. on 26 May 2015
"Registrar" Capita Asset Services in its capacity
as the Company's registrar
" Regulatory Information has the meaning given in the AIM Rules
Service" for Companies
"Restricted Jurisdiction" United States of America, Canada, Australia,
Japan, the Republic of Ireland, South
Africa and any other jurisdiction where
the making of the Open Offer would breach
any applicable law or regulation
"Securities Act" US Securities Act of 1933 (as amended)
"Shareholders" the holders of Existing Ordinary Shares
"UK" the United Kingdom of Great Britain
and Northern Ireland
" United States", the United States of America, its territories
"United and possessions, any state of the United
States of America" States of America and the District of
or "US" Columbia
This information is provided by RNS
The company news service from the London Stock Exchange
END
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