Last checked at 17 Dec 2021 07:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR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.
17 December 2021
Gusbourne Plc
("Gusbourne" or the "Company")
Completion of Warrant Issue
As announced on 15 December 2021 the Company has today made a bonus issue of transferrable one-year warrants to subscribe for 4,002,259 Ordinary Shares at 75p per Ordinary Share to all Shareholders on the register on 16 December 2021, being the record date.
As set out in the announcement on 15 December 2021 the terms of these warrants 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 record date 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.
• Final warrant exercise date of 16 December 2022.
The following Directors of the Company have been issued with warrants as follows:
Lord Arbuthnot PC 7,345 warrants
Paul Bentham* 121,083 warrants
Matthew Clapp 4,816 warrants
Charlie Holland 2,770 warrants
Jim Ormonde 19,788 warrants
Mike Paul 10,607 warrants
Jon Pollard 3,171 warrants
Ian Robinson 35,801 warrants
Andrew Weeber 179,566 warrants
*via Franove Holdings Limited, a related party of Paul Bentham
Lord Ashcroft KCMG PC will have a total interest in 2,660,158 warrants
Enquiries:
Gusbourne Plc
Charlie Holland +44 (0)12 3375 8666
Canaccord Genuity Limited (Nomad and Joint Broker)
Bobbie Hilliam +44 (0)20 7523 8000
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 | Lord Arbuthnot PC | ||||
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 | Award of warrants, exchangeable for ordinary shares of 1 pence each in Gusbourne plc via the Bonus Issue | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A
| ||||
e)
| Date of the transaction
| 17 December 2021 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated | |||||
a)
| Name | Paul Bentham | ||||
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 | Award of warrants, exchangeable for ordinary shares of 1 pence each in Gusbourne plc via the Bonus Issue | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A
| ||||
e)
| Date of the transaction
| 17 December 2021 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated | |||||
a)
| Name | Matthew Clapp | ||||
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 | Award of warrants, exchangeable for ordinary shares of 1 pence each in Gusbourne plc via the Bonus Issue | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A
| ||||
e)
| Date of the transaction
| 17 December 2021 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated | |||||
a)
| Name | Charlie Holland | ||||
2
| Reason for the notification | |||||
a)
| Position/status | Chief Executive Officer 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 | Award of warrants, exchangeable for ordinary shares of 1 pence each in Gusbourne plc via the Bonus Issue | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A
| ||||
e)
| Date of the transaction
| 17 December 2021 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated | |||||
a)
| Name | Jim Ormonde | ||||
2
| Reason for the notification | |||||
a)
| Position/status | Non-Executive Chair 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 | Award of warrants, exchangeable for ordinary shares of 1 pence each in Gusbourne plc via the Bonus Issue | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A
| ||||
e)
| Date of the transaction
| 17 December 2021 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
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 | Award of warrants, exchangeable for ordinary shares of 1 pence each in Gusbourne plc via the Bonus Issue | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A
| ||||
e)
| Date of the transaction
| 17 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 | Award of warrants, exchangeable for ordinary shares of 1 pence each in Gusbourne plc via the Bonus Issue | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A
| ||||
e)
| Date of the transaction
| 17 December 2021 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated | |||||
a)
| Name | Ian Robinson | ||||
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 | Award of warrants, exchangeable for ordinary shares of 1 pence each in Gusbourne plc via the Bonus Issue | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A
| ||||
e)
| Date of the transaction
| 17 December 2021 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated | |||||
a)
| Name | Andrew Weeber | ||||
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 | Award of warrants, exchangeable for ordinary shares of 1 pence each in Gusbourne plc via the Bonus Issue | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A
| ||||
e)
| Date of the transaction
| 17 December 2021 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||