Last checked at 30 Jun 2017 07:00
30 June 2017
Gusbourne Plc
("Gusbourne" or the "Company")
Conversion Offer & Posting of Circular
Further to the announcement of 6 June 2017, the Company is today posting to Bondholders an explanatory Circular and accompanying Application Form detailing the process by which Bondholders can apply to convert their Bonds into new Ordinary Shares in the Company at the Issue Price.
Further details of the Conversion Offer are set out below and in the Circular which is today being posted to Bondholders. Capitalised terms used, but not defined in this announcement shall have the same meaning as set out in the Circular. The Circular will also be available to view on the Company's website at www.gusbourneplc.com
KEY STATISTICS
Number of Conversion Offer Shares* 11,189,710
Issue Price 40 pence
Enlarged issued share capital following the Conversion Offer* 45,336,032*
Conversion Offer Shares as a percentage of the Enlarged Share Capital* 24.68%
Market capitalisation of the Company immediately following the £18,134,412.80
Conversion Offer at the Issue Price*
*On the assumption that the maximum number of Conversion Offer Shares is taken up and that this takes place at the Conversion Value of Bonds at 31 July 2017
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record date 5.30p.m on 28 June 2017
Announcement of the Conversion Offer 29 June 2017
Posting of this document and Application Form 30 June 2017
to Bondholders
Latest time and date for acceptance of the Conversion Offer and 11.00a.m. on 31 July 2017
receipt of completed Application Forms and Bond certificates
Conversion date 31 July 2017
Announcement of result of Conversion Offer 1 August 2017
Admission and commencement of dealings in the 8.00a.m. on 2 August 2017
Conversion Offer Shares on AIM
Conversion Offer Shares credited to 8.00a.m. on 2 August 2017
CREST members' accounts (if applicable)
Despatch of definitive share certificates for Conversion Offer by 16 August 2017
Shares in certificated form
Despatch of replacement Bond certificates (if applicable) by 16 August 2017
Related Party Transaction
Lord Ashcroft KCMG PC currently has a beneficial interest in 64.4% per cent. of the Bonds. The Company has received a letter of intent from Lord Ashcroft KCMG PC stating that, in subscribing for Conversion Offer Shares, he will apply the Conversion Value of such number of his Bonds as will leave him holding at least 50.1% of the Bonds remaining in issue following the Conversion Offer. Depending on the level of participation of other bondholders, this commitment may 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 Conversion 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.
For further information contact:
Gusbourne Plc
Andrew Weeber +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
Note to Editors
Gusbourne PLC ("the Company") is engaged, through its wholly owned subsidiary Gusbourne Estate Limited (together the "Group"), in the production and distribution of a range of high quality and award winning English sparkling wines from grapes grown in its own vineyards in Kent and West Sussex. The majority of the Group's mature vineyards are located at its freehold estate at Appledore in Kent where the winery is also based. The Group has a total of 231 acres of vineyards.