Launch of Open Offer and Posting of Circular

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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR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 £6,242,620 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 £4,242,620 of the maximum potential gross proceeds of £6,242,620. 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 £2,000,000.

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 £2,000,000 in the event that Ordinary Shares are not taken up by Shareholders as part of the Open Offer. BFL will receive a fee of £100,000 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 £983,638

• the Placing and Subscription, details of which were announced on 18 October 2021 and raised gross proceeds of £2,619,997

• the BFL Conversion, the Franove Conversion and the Other DDBs Conversion of £4,842,432 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 £1,218,573 which was announced on 1 November 2021

• the Exercise of Other Warrants, details of which were announced on 1 November 2021, and which raised £230,625.

These transactions have raised total cash funding, before transaction expenses, of £2,484,437 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 £10.5 million. These transactions have also broadened the Company's shareholder base.

The Open Offer is expected to provide a minimum £2,000,000 of cash funding for the Company, before transaction expenses. The combined cash funding of £4,484,437, 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 £4,242,620 of the maximum potential gross proceeds of £6,242,620. 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 £2,000,000.

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 £2m) 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 £2m).

• 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 Open Offer Entitlements credited to stock accounts of Qualifying Shareholders in CREST		As soon as practical after 8.00 a.m. on 123 November 2021
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements from CREST		4.30 p.m. on 7 December 2021
Latest time and date for depositing Open Offer Entitlements into CREST		3.00 p.m. on 8 December 2021
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)		3.00 p.m. on 9 December 2021
Latest time and date for receipt of the completed Application Form and appropriate payment in respect of Open Offer Shares or settlement of relevant CREST instruction		11.00 a.m. on 13 December 2021
Announcement of result of Open Offer		15 December 2021
Expected admission and commencement of dealings of the Open Offer Shares on AIM		8.00 a.m. on 16 December 2021
CREST accounts credited in respect of the Open Offer Shares		8.00 a.m. on 16 December 2021
Where applicable, expected date for dispatch of definitive share certificates for Open Offer Shares in certificated form		As soon as possible after 20 December 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    [phone]

Canaccord Genuity Limited (Nomad and Joint Broker)

Bobbie Hilliam   [phone]

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.

 

END

 

 

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