Open Offer

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 £3.57 million

Highlights

·      Open Offer to Qualifying Shareholders to raise up to £3.57 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 £3.57 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                            [phone]

Cenkos Securities plc

Nicholas Wells                                                    [phone]

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 to Qualifying non-CREST Shareholders	28 May 2015
Open Offer Entitlements and Excess CREST Open Offer  Entitlements credited to stock accounts of Qualifying CREST Shareholders	29 May 2015
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST	4.30pm on 8 June 2015
Latest time and date for depositing Open Offer Entitlements into CREST	3.00p.m. on 9 June 2015
Latest time and date for splitting Application Forms (to satisfy bon fide market claims only)	3.00p.m. on 10 June 2015
Latest time and date for acceptance of the Open Offer and receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (if appropriate)	11.00a.m. on 12 June 2015
Latest time and date for receipt of proxy forms for Annual General Meeting	11.00a.m. on 16 June 2015
Announcement of result of Open Offer	16 June 2015
Admission and commencement of dealings in the Open Offer Shares on AIM	8.00a.m. on 17 June 2015
Open Offer Shares credited to CREST members' accounts	8.00a.m. on 17 June 2015
Annual General Meeting	11.00a.m. on 18 June 2015
Despatch of definitive share certificates for Open Offer Shares in certificated form	by 1 July 2015

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 £3,570,655.00 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 £388,889.00.

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 companies"	the AIM Rules for Companies and guidance 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"	Gusbourne plc
"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 account ID"	shall have the meaning given in the CREST Manual issued by Euroclear
"CREST Sponsor"	a CREST participant admitted to CREST as a CREST sponsor
" CREST sponsored member"	a CREST member admitted to CREST as 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 Facility"	the arrangement pursuant to which Qualifying 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 Offer Entitlements"	in respect of each Qualifying CREST 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 Shares"	the 17,853,276 Ordinary Shares in issue 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 Regulations"	Money Laundering Regulations 2007, the 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 Entitlements"	the basic entitlements of Qualifying 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 Shareholders"	Qualifying Shareholders holding Existing 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 Service"	has the meaning given in the AIM Rules 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", "United States of America" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

 

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