Result of Open Offer and Issue of Warrants

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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR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 £2 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 £4,242,620 of the maximum potential gross proceeds under the Open Offer of £6,242,620. 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 £2,000,000 in the event that Ordinary Shares were not taken up by Shareholders as part of the Open Offer. BFL has received a fee of £100,000 for this underwriting.

The Open Offer Entitlements of non BFL Shareholders amounted to 2,666,667 New Ordinary Shares and represented gross proceeds of £2,000,000. 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 £1,350,688.

Under the terms of the underwriting agreement, BFL has subscribed directly for 865,750 new Ordinary Shares providing gross proceeds of £649,312. 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 £2,000,000.

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 £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 £4,484,437. 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                                 [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.

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 /Amendment	Initial
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 the financial instrument, type of instrument Identification code	Ordinary shares of 1 pence each in Gusbourne plc ISIN: GB00B8TS4M09
b)	Nature of the transaction	Subscription for ordinary shares of 1 pence each in Gusbourne plc via the open offer
c)	Price(s) and volume(s)	Price(s) Volume(s) 75 pence 25,000
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	15 December 2021
f)	Place of the transaction	Outside a trading venue

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 /Amendment	Initial
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 the financial instrument, type of instrument Identification code	Ordinary shares of 1 pence each in Gusbourne plc ISIN: GB00B8TS4M09
b)	Nature of the transaction	Subscription for ordinary shares of 1 pence each in Gusbourne plc via the open offer
c)	Price(s) and volume(s)	Price(s) Volume(s) 75 pence 6,208
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	15 December 2021
f)	Place of the transaction	Outside a trading venue

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 /Amendment	Initial
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 the financial instrument, type of instrument Identification code	Ordinary shares of 1 pence each in Gusbourne plc ISIN: GB00B8TS4M09
b)	Nature of the transaction	Subscription for ordinary shares of 1 pence each in Gusbourne plc via the open offer
c)	Price(s) and volume(s)	Price(s) Volume(s) 75 pence 10,000
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	15 December 2021
f)	Place of the transaction	Outside a trading venue

 

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