TIDMGUS
RNS Number : 6498V
Gusbourne PLC
15 December 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RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE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.
15 December 2021
Gusbourne Plc
("Gusbourne" or the "Company")
Result of Open Offer and Issue of Warrants
Result of Open Offer
The Company announces the completion of the Open Offer which has
raised gross proceeds of GBP2 million.
As previously stated in the Company's announcement on 22
November 2021, Belize Finance Limited ("BFL") undertook 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 under the Open
Offer of GBP6,242,620. BFL also agreed not to apply for any New
Ordinary Shares under the Excess Application Facility.
The Company entered into an agreement with BFL whereby BFL
committed to underwrite the Open Offer up to a maximum of
GBP2,000,000 in the event that Ordinary Shares were not taken up by
Shareholders as part of the Open Offer. BFL has received a fee of
GBP100,000 for this underwriting.
The Open Offer Entitlements of non BFL Shareholders amounted to
2,666,667 New Ordinary Shares and represented gross proceeds of
GBP2,000,000. The Company received applications for Open Offer
Shares from non BFL Shareholders amounting to 1,800,917 new
Ordinary Shares which represented 67.5% of the 2,666,667 Open Offer
Entitlements of Non BFL Shareholders and 21.6% of the total Open
Offer Entitlements, including BFL, of 8,323,493 new Ordinary
Shares. The gross proceeds from non BFL Shareholders under the Open
Offer amounted to GBP1,350,688.
Under the terms of the underwriting agreement, BFL has
subscribed directly for 865,750 new Ordinary Shares providing gross
proceeds of GBP649,312. Following the satisfaction of all
applications for Open Offer Shares from non BFL Shareholders and
its direct subscription under the underwriting agreement, the total
gross proceeds, before transaction expenses, under the Open Offer
amount to GBP2,000,000.
Within the non BFL shareholder application above, the following
Directors of the Company have subscribed for new Ordinary
Shares:
Mike Paul 25,000 new Ordinary Shares
Jon Pollard 6,208 new Ordinary Shares
Ian Robinson 10,000 new Ordinary Shares
The Open Offer is the last in a series of recently completed
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 short-term debt from the Company's balance sheet.
The other 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 GBP4,484,437. These transactions have also
broadened the Company's shareholder base.
The cash proceeds, 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
An application has been made for 2,666,667 new ordinary shares
of 1p each to be admitted to trading on AIM ("Admission").
Following Admission, the Company will have 60,731,705 Ordinary
Shares of 1p each admitted to trading on AIM. Following Admission,
Lord Ashcroft KCMG PC will have a total interest of 40,328,009
Ordinary Shares, representing approximately 66.4 per cent. of the
issued share capital of the Company. 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
As announced on 22 November 2021 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 on 16 December 2021, being the
record date. The warrants will be issued pro rata to shareholdings.
The basis for this bonus issue will be 100 warrants (rounded down
to the nearest whole number of warrants) for each 1,516 Ordinary
Shares 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
-- 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
such that any remaining warrants held by the warrantholder are not
less than 100 Warrants.
-- 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.
-- It is expected that warrant certificates will be posted to
eligible shareholders as soon as possible after 17 December
2021.
-- Warrants will be issued to CREST accounts on 17 December 2021
-- Further details will be contained in the Warrant Instrument
which will be dated 16 December 2021 and will be uploaded onto the
Company's website www.gusbourne.com/investors on 17 December
2021.
Charlie Holland, Chief Winemaker and Chief Executive Officer,
commented:
" We are delighted to have completed the Open Offer with strong
support from our shareholders. This together with the previously
announced transactions has provided cash funding to support the
further growth and development of Gusbourne, eliminated our
short-term debt and broadened our shareholder base. We thank our
shareholders for their support and have been pleased to welcome a
significant number of new shareholders to the Company following the
recent placing transaction. As previously stated, we expect to end
the year with Net Revenue ahead of expectations and with a strong
balance sheet".
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.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Mike Paul
------------------------ ---------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------
a) Position/status Non-Executive Director of Gusbourne
PLC
------------------------ ---------------------------------------------
b) Initial notification Initial
/Amendment
------------------------ ---------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name Gusbourne plc
------------------------ ---------------------------------------------
b) LEI 2138006K652TIS2UN864
------------------------ ---------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------
a) Description of Ordinary shares of 1 pence each in Gusbourne
the financial plc
instrument, type
of instrument
Identification ISIN: GB00B8TS4M09
code
------------------------ ---------------------------------------------
b) Nature of the Subscription for ordinary shares of
transaction 1 pence each in Gusbourne plc via the
open offer
------------------------ ---------------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) 75 pence 25,000
----------
------------------------ ---------------------------------------------
d) Aggregated information
- Aggregated N/A
volume
- Price
------------------------ ---------------------------------------------
e) Date of the transaction 15 December 2021
------------------------ ---------------------------------------------
f) Place of the Outside a trading venue
transaction
------------------------ ---------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Jon Pollard
------------------------ ---------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------
a) Position/status Director of Gusbourne PLC
------------------------ ---------------------------------------------
b) Initial notification Initial
/Amendment
------------------------ ---------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name Gusbourne plc
------------------------ ---------------------------------------------
b) LEI 2138006K652TIS2UN864
------------------------ ---------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------
a) Description of Ordinary shares of 1 pence each in Gusbourne
the financial plc
instrument, type
of instrument
Identification ISIN: GB00B8TS4M09
code
------------------------ ---------------------------------------------
b) Nature of the Subscription for ordinary shares of
transaction 1 pence each in Gusbourne plc via the
open offer
------------------------ ---------------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) 75 pence 6,208
----------
------------------------ ---------------------------------------------
d) Aggregated information
- Aggregated N/A
volume
- Price
------------------------ ---------------------------------------------
e) Date of the transaction 15 December 2021
------------------------ ---------------------------------------------
f) Place of the Outside a trading venue
transaction
------------------------ ---------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Patricia Robinson
------------------------ ---------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------
a) Position/status Wife of Ian Robinson, Non-Executive
Director of Gusbourne PLC
------------------------ ---------------------------------------------
b) Initial notification Initial
/Amendment
------------------------ ---------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name Gusbourne plc
------------------------ ---------------------------------------------
b) LEI 2138006K652TIS2UN864
------------------------ ---------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------
a) Description of Ordinary shares of 1 pence each in Gusbourne
the financial plc
instrument, type
of instrument
Identification ISIN: GB00B8TS4M09
code
------------------------ ---------------------------------------------
b) Nature of the Subscription for ordinary shares of
transaction 1 pence each in Gusbourne plc via the
open offer
------------------------ ---------------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) 75 pence 10,000
----------
------------------------ ---------------------------------------------
d) Aggregated information
- Aggregated N/A
volume
- Price
------------------------ ---------------------------------------------
e) Date of the transaction 15 December 2021
------------------------ ---------------------------------------------
f) Place of the Outside a trading venue
transaction
------------------------ ---------------------------------------------
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END
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