Proposed fundraise

RNS Number : 4579U

Gusbourne PLC

12 July 2018

 

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

12 July 2018

Gusbourne Plc

 ("Gusbourne", the "Company" or the "Group")

Proposed fundraise

Gusbourne (London-AIM: GUS), announces its intention to raise between £3 million and £5 million, by way of an offer for subscription for new ordinary shares ("New Shares") at a subscription price of 60 pence per ordinary share (the "Subscription").

The Company also intends to issue share warrants ("Warrants") to subscribers of New Shares on a one for one basis, giving them the right to subscribe for ordinary shares in the Company ("Shares") at an exercise price of 60 pence per Share, the exercise of all of which would raise a further amount of up to £5.0 million by no later than 30 September 2019.

The subscription price of 60 pence represents a discount of approximately 11 per cent to the Company's closing share price as at 11 July 2018, being the latest practicable date prior to this announcement.

An explanatory letter and application form are  being sent to selected shareholders and other offerees providing further detail on the Subscription and the application process. The Company expects to close the Subscription by 17 August 2018, following which it will announce the final amount raised. The Company may at its discretion extend this deadline but, in any event, to no later than 31 August 2018.

The Subscription is being made available to a limited selection of shareholders and other offerees, in order to avoid the requirement to publish a Prospectus in accordance with section (86)(1)(b) of the Financial Services and Markets Act 2000. Such action has been taken to avoid substantial costs for the Company and the requirement for significant management resource in the short to mid-term, that the directors believe would be a hindrance to implementing Gusbourne's strategy.

Summary of the New Shares and the Warrants

The New Shares will rank pari passu with the Company's existing ordinary shares and will be issued at a price of 60 pence per ordinary share.  If £5.0 million is raised by the issue of New Shares, the New Shares would represent 17.5% of the Company's then enlarged issued share capital.

The main features of the Warrants are:

·     Warrants will be issued to holders of New Shares as to one Warrant for every one New Share for which the subscriber subscribes.

·     Warrants will be exercisable, in whole or in part, by the holder giving notice. in the prescribed format to the Company, accompanied by the remittance of the subscription monies in respect of such exercise. The latest date for exercise of the Warrants and remittance of the subscription monies is 30 September 2019.

·     Each Warrant will, upon exercise, entitle the holder to exchange one Warrant for one Share at an exercise price of 60 pence per Share.

·                     Any increased yield provided by the Warrants would depend on the market value of the Shares at the time of exercise and a subsequent sale.

·     Not transferable and not traded on any stock exchange.

The exercise of the Warrants will always be conditional on the power of the Company's directors to allot the relevant number of Shares and to do so free from pre-emption rights. The level of such power given to the Company's directors by the Company's shareholders at the Company's Annual General Meetings to date comfortably exceeds the level required to allot all Shares which could fall for allotment pursuant to the exercise of Warrants.

A copy of the Warrant Instrument can be provided by the Company to potential subscribers upon request.

Use of proceeds

The net proceeds from this fundraising will be used for capital expenditure on the Company's existing vineyards until maturity, additional winery and storage capacity and working capital, particularly with regard to the Company's increasing wine stocks.

Intentions of directors regarding fundraise

The following Directors of the Company have indicated their intentions to apply for New Shares in at least the following amounts:

Mike Paul, £50,000

Lord Arbuthnot, £15,000

Ian Robinson, £25,000

Intentions of Lord Ashcroft KCMG PC regarding fundraise and loan repayment

Lord Ashcroft KCMG PC, who currently holds approximately 72.4% of Gusbourne's issued share capital, has indicated his intent to apply for New Shares by grossing up the amount raised from other subscribers such that his application will be for an amount of up to 72.4% of the total amount raised. By way of illustration, if the amount raised from other subscribers is £1.38 million Lord Ashcroft would intend to apply for up to £3.62 million, providing a total amount raised of £5.0 million. Depending on the amount raised from other subscribers, Lord Ashcroft may, at his sole discretion, gross up by an amount less than the 72.4% noted above. Furthermore, the Company may, at its sole discretion, scale back applications from other subscribers if they exceed £1.38 million.

Lord Ashcroft would make some or all of his subscription by converting into New Shares the relevant proportion of the capital of, and accrued interest on, a loan of £1.0 million which he made to the Company on 31 May 2018. Since the Company's announcement of his making of that loan, he has varied the terms such that his right to convert has been deferred from 31 July 2018 until 31 August 2018.

Enquiries:

Gusbourne Plc

Charlie Holland                                                                 [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

This announcement is addressed only to and directed only at: (a) persons in the United Kingdom who are 'Qualified Investors' falling within the meaning of article 2(1)(e) of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in the UK) who (i) have professional experience in matters relating to investments falling within article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) fall within article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc") of the Order; or (b) persons to whom it may otherwise be lawfully communicated (all such persons in contemplated in (a) or (b) together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relates is available only to and will be engaged in only with Relevant Persons.

 

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