TIDMGUS
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 GBP3 million and GBP5 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 GBP5.0 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 GBP5.0 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, GBP50,000
Lord Arbuthnot, GBP15,000
Ian Robinson, GBP25,000
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 GBP1.38 million Lord
Ashcroft would intend to apply for up to GBP3.62 million, providing
a total amount raised of GBP5.0 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 GBP1.38
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 GBP1.0 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 +44 (0)1233 758 666
Cenkos Securities plc
Nicholas Wells / Callum Davidson +44 (0)20 7397 8920
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.
This information is provided by RNS, the news service of the
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contact rns@lseg.com or visit www.rns.com.
END
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