Conversion Offer & Posting of Circular

RNS Number : 6516J

Gusbourne PLC

30 June 2017

 

30 June 2017

Gusbourne Plc

("Gusbourne" or the "Company")

Conversion Offer & Posting of Circular

Further to the announcement of 6 June 2017, the Company is today posting to Bondholders an explanatory Circular and accompanying Application Form detailing the process by which Bondholders can apply to convert their Bonds into new Ordinary Shares in the Company at the Issue Price.

Further details of the Conversion Offer are set out below and in the Circular which is today being posted to Bondholders. Capitalised terms used, but not defined in this announcement shall have the same meaning as set out in the Circular. The Circular will also be available to view on the Company's website at www.gusbourneplc.com

KEY STATISTICS

Number of Conversion Offer Shares*                                                                            11,189,710

Issue Price                                                                                                                         40 pence

Enlarged issued share capital following the Conversion Offer*                                        45,336,032*

Conversion Offer Shares as a percentage of the Enlarged Share Capital*                               24.68%

Market capitalisation of the Company immediately following the                               £18,134,412.80

Conversion Offer at the Issue Price*

*On the assumption that the maximum number of Conversion Offer Shares is taken up and that this takes place at the Conversion Value of Bonds at 31 July 2017

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record date                                                                                                   5.30p.m on 28 June 2017

Announcement of the Conversion Offer                                                                            29 June 2017

Posting of this document and Application Form                                                               30 June 2017

to Bondholders

Latest time and date for acceptance of the Conversion Offer and                11.00a.m. on 31 July 2017

receipt of completed Application Forms and Bond certificates

Conversion date                                                                                                             31 July 2017

Announcement of result of Conversion Offer                                                                1 August 2017

Admission and commencement of dealings in the                                      8.00a.m. on 2 August 2017

Conversion Offer Shares on AIM

Conversion Offer Shares credited to                                                        8.00a.m. on 2 August 2017

CREST members' accounts (if applicable)

Despatch of definitive share certificates for Conversion Offer                                by 16 August 2017

Shares in certificated form

Despatch of replacement Bond certificates (if applicable)                                     by 16 August 2017

Related Party Transaction

Lord Ashcroft KCMG PC currently has a beneficial interest in 64.4% per cent. of the Bonds. The Company has received a letter of intent from Lord Ashcroft KCMG PC stating that, in subscribing for Conversion Offer Shares, he will apply the Conversion Value of such number of his Bonds as will leave him holding at least 50.1% of the Bonds remaining in issue following the Conversion Offer. Depending on the level of participation of other bondholders, this commitment may 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 Conversion 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.

For further information contact:

Gusbourne Plc

Andrew Weeber                                                               [phone]                         

Cenkos Securities plc

Nicholas Wells / Callum Davidson                                 [phone]

Note: This announcement and other press releases are available to view at the Company's website: www.gusbourneplc.com

Note to Editors

Gusbourne PLC ("the Company") is engaged, through its wholly owned subsidiary Gusbourne Estate Limited (together the "Group"), in the production and distribution of a range of high quality and award winning English sparkling wines from grapes grown in its own vineyards in Kent and West Sussex. The majority of the Group's mature vineyards are located at its freehold estate at Appledore in Kent where the winery is also based. The Group has a total of 231 acres of vineyards.

 

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