TIDMGUS
RNS Number : 0455T
Gusbourne PLC
22 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RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE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.
22 November 2021
Gusbourne Plc
("Gusbourne" or the "Company")
Launch of Open Offer and Posting of Circular
Open Offer of 8,323,493 new Ordinary Shares to Qualifying
Shareholders at the Issue Price of 75 per share
Following the Company's announcement on 1 November 2021, the
Company is pleased to announce that it is providing Qualifying
Shareholders with the opportunity to subscribe, at the Issue Price,
for an aggregate of up to 8,323,493 Open Offer Shares, to raise a
maximum potential gross proceeds of GBP6,242,620 on the basis of 1
new Ordinary Shares for every 6.97604 Existing Ordinary Shares held
on the Record Date, at the Issue Price, payable in full on
acceptance.
Belize Finance Limited ("BFL) is the Company's largest
shareholder with 67.96 per cent. of the issued share capital of the
Company at the date of the Circular. BFL is a related party of Lord
Ashcroft who is classified as a substantial shareholder under the
AIM Rules. BFL has undertaken and agreed with the Company not to
take up its Open Offer Entitlements, amounting to 5,656,826 new
Ordinary Shares and representing GBP4,242,620 of the maximum
potential gross proceeds of GBP6,242,620. Neither will BFL be
applying for any New Ordinary Shares under the Excess Application
Facility.
Non BFL Shareholders will have Open Offer Entitlements of
2,666,667 new Ordinary Shares representing potential gross proceeds
of GBP2,000,000.
BFL and the Company's intention in this fundraise is to help
facilitate broader ownership of the Company as well as to give
Shareholders the opportunity to invest at the same Issue Price as
the recently completed transactions set out in the background and
reasons for the Open Offer set out below.
Any Open Offer Shares not subscribed for by Qualifying
Shareholders will be available to Qualifying Shareholders under the
Excess Application Facility as further set out in the details of
the Open Offer below.
The Company has entered into an agreement with BFL whereby BFL
has committed to underwrite the Open Offer up to a maximum of
GBP2,000,000 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 this underwriting.
Background to and reasons for the Open Offer
The Open Offer is the last in a series of recent transactions
which have been planned by the Company to achieve two main
objectives. Firstly, to raise funding to support the ongoing
business growth and development of Gusbourne, and secondly to
eliminate all short-term debt from the Company's balance sheet.
The transactions which have been completed to date comprise:
-- the Exercise of BFL Warrants which was announced on 18
October 2021 and raised gross proceeds of GBP983,638
-- the Placing and Subscription, details of which were announced
on 18 October 2021 and raised gross proceeds of GBP2,619,997
-- the BFL Conversion, the Franove Conversion and the Other DDBs
Conversion of GBP4,842,432 of their respective DDB Proceeds and the
Franove Loan into 6,456,573 Ordinary Shares at the Issue Price
-- the repayment of the remaining DDB Proceeds of GBP1,218,573
which was announced on 1 November 2021
-- the Exercise of Other Warrants, details of which were
announced on 1 November 2021, and which raised GBP230,625.
These transactions have raised total cash funding, before
transaction expenses, of GBP2,484,437 and eliminated all short-term
debt from the Company's balance sheet. The Company's funding now
comprises equity and a long-term revolving asset facility of
GBP10.5 million. These transactions have also broadened the
Company's shareholder base.
The Open Offer is expected to provide a minimum GBP2,000,000 of
cash funding for the Company, before transaction expenses. The
combined cash funding of GBP4,484,437, before transaction expenses,
will be used to support the ongoing business growth across all
distribution channels (Direct to Consumer, UK Trade and
International) and the further development of Gusbourne,
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
Details of the Open Offer
Under the Open Offer, 8,323,493 new Ordinary Shares are
available to Qualifying Shareholders pursuant to the Open Offer at
the Issue Price, payable in full on acceptance. As stated above,
BFL has undertaken and agreed with the Company not to take up its
Open Offer Entitlements amounting to 5,656,826 new Ordinary Shares
and representing GBP4,242,620 of the maximum potential gross
proceeds of GBP6,242,620. Neither will BFL be applying for any New
Ordinary Shares under the Excess Application Facility.
Non BFL Shareholders will have Open Offer Entitlements of
2,666,667 new Ordinary Shares representing potential gross proceeds
of GBP2,000,000.
Any Open Offer Shares not subscribed for by Qualifying
Shareholders will be available to Qualifying Shareholders under the
Excess Application Facility.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
1 Open Offer Share for every 6.97604 Existing Ordinary
Shares
and so in proportion to the number of Existing Ordinary Shares
held 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 Open Offer Entitlement.
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.
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 23 November 2021. The Open Offer
Entitlements will be enabled for settlement in CREST until 11.00
a.m. on 13 December 2021. 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 applications and payment in respect of the Open Offer is
11.00 a.m. on 13 December 2021.
The Open Offer is conditional on Admission of the Open Offer
Shares becoming effective on or before 8.00 a.m. on 16 December
2021 (or such later date as the Company and Canaccord may agree,
being not later than 30 December 2021).
Application will be made for the Open Offer Shares to be
admitted to trading on AIM. It is expected that dealings in the
Open Offer Shares will commence on AIM at 8.00 a.m. on 16 December
2021.
Bonus issue of warrants
The Company will make a bonus issue of transferrable one-year
warrants to subscribe for approximately 4,000,000 Ordinary Shares
at 75p per Ordinary Share to all Shareholders on the register
following completion of the Open Offer, pro rata to their
shareholdings. The basis for this bonus issue will be approximately
100 warrants for each 1,516 Ordinary Shares (based on a minimum
Open Offer raise of GBP2m) held following completion of the Open
Offer.
The terms of these warrants will include the following:
-- An exercise period of 12 months from the date of issue of the
warrants
-- A minimum issue of 100 warrants to each shareholder on the
register at the completion of the Open Offer which will require a
minimum holding of Ordinary Shares of 1,516 to receive any warrants
(based on a minimum Open Offer raise of GBP2m).
-- A right to exercise the warrants at any time in whole or in
part subject to a minimum exercise of 100 warrants at any one time.
This means that holders of less than 200 warrants will need to
exercise them in one tranche should they wish to do so.
-- A right to transfer the warrants at any time, subject to a
minimum transfer of 1,000 warrants at any one time therefore
requiring a minimum holding of 1,000 warrants to do so.
-- The processing of exercises or transfers of warrants at the
end of each calendar month subject to the receipt by the Receiving
Agent of completed forms and relevant payment at least 5 Business
Days prior to the relevant month end.
Further details will be provided in due course when the warrants
are issued.
Current trading
Net revenue of the Company continues to demonstrate strong year
on year growth which has been assisted by growth in UK trade sales
as the UK hospitality sector has begun to return to more normal
levels. As disclosed in the interim results of the Company released
on 30 September 2021, full year net revenue remains on track to
exceed market expectations.
Expected Timetable of Principal Events
Record Date for the Open Offer 6.00 p.m. on 18 November
2021
Announcement of the Open Offer 22 November 2021
Posting of the Circular 22 November 2021
Ex-entitlement Date for the Open Offer 22 November 2021
Open Offer Entitlements and Excess CREST As soon as practical
Open Offer Entitlements credited to stock after 8.00 a.m. on
accounts of Qualifying Shareholders in 123 November 2021
CREST
Latest recommended time and date for 4.30 p.m. on 7 December
requesting withdrawal of Open Offer Entitlements 2021
from CREST
Latest time and date for depositing Open 3.00 p.m. on 8 December
Offer Entitlements into CREST 2021
Latest time and date for splitting of 3.00 p.m. on 9 December
Application Forms (to satisfy bona fide 2021
market claims only)
Latest time and date for receipt of the 11.00 a.m. on 13
completed Application Form and appropriate December 2021
payment in respect of Open Offer Shares
or settlement of relevant CREST instruction
Announcement of result of Open Offer 15 December 2021
Expected admission and commencement of 8.00 a.m. on 16 December
dealings of the Open Offer Shares on 2021
AIM
CREST accounts credited in respect of 8.00 a.m. on 16 December
the Open Offer Shares 2021
Where applicable, expected date for dispatch As soon as possible
of definitive share certificates for after 20 December
Open Offer Shares in certificated form 2021
Note: All references to times in this timetable are to London
times and each of the times and dates are indicative only and may
be subject to change. Any such change will be notified by an
announcement on a Regulatory Information Service.
Posting of Circular
The Company also confirms that a circular, which contains
further details regarding the Open Offer (the "Circular"), has been
posted today to Qualifying Shareholders, along with the Application
Form (where applicable). The Circular will also be made available
on the Company's website: www.gusbourneplc.com .
Capitalised terms used in this announcement have the meanings
given to them in the Circular unless the context provides
otherwise.
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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END
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