Open Offer and Posting of Circular Business Wire

LONDON--(BUSINESS WIRE)--

Chapel Down Group plc

(“Chapel Down” or the “Company”)

Open Offer to raise up to £1.47m – posting of Circular

Chapel Down, the market leader in English wines, is pleased to announce that further to the Company’s announcement of 13 December 2017 a circular, including an Application Form, will be posted to Shareholders today (the “Circular”). A copy of the Circular will be available to view on the Company’s website at www.chapeldown.com.

The Open Offer does not constitute an offer to the public requiring an approved prospectus under section 85 of FSMA and accordingly the Circular does not constitute a prospectus for the purposes of the Prospectus Rules made by the FCA pursuant to sections 73A(1) and (4) of FSMA and has not been pre-approved by the FCA pursuant to section 85 of FSMA.

The definitions that apply throughout this announcement can be found in the Circular.

The Company announced on 13 December 2017 that it had raised £18.53m (before expenses) through the issue of new shares at a price of 50 pence per share (the “Subscription”).

To provide Shareholders who have not taken part in the Subscription with an opportunity to participate in the proposed issue of new Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for an aggregate of 2,940,000 new Ordinary Shares, to raise up to £1.47m before expenses, with a basic entitlement of 1 new Ordinary Share for every 35 Existing Ordinary Shares currently held, at 50 pence per Ordinary Share, payable in full on application.

Shareholders should consider the Risk Factors set out in Part II of the Circular in relation to general risks and those specific to the Open Offer and the full terms and conditions on the Open Offer set out in Part III of the Circular.

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.

Further details of the Open Offer are set out below and the steps required for Qualifying Shareholders to participate in the Open Offer are set out in Part IV of the Circular.

Qualifying Shareholders may subscribe for Open Offer Shares in proportion to their holding of Existing Ordinary Shares held on the Record Date. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares under the Excess Application Facility, up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer.

The net proceeds of amounts raised from the Open Offer will be used by the Company for general working capital purposes and corporate M&A activity.

The Open Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in the Circular and for Qualifying Non-CREST Shareholders on the Application Form.

To be valid, Application Forms (duly completed) and payment in full for the Open Offer Shares applied for must be received by Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to arrive no later than 11 a.m. on 5 January 2018. For Qualifying CREST Shareholders the relevant CREST instructions must have been settled as explained in the Circular by no later than 11.00 a.m. on 5 January 2018.

Copies of the Circular are available for inspection during normal business hours on any Business Day at the Company’s registered office for up to a month following Admission.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open Offer   12 December 2017
Announcement of the Open Offer 15 December 2017
Ex-entitlement Date 15 December 2017
Posting of this document and Application Form to Qualifying non-CREST Shareholders 15 December 2017
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders 18 December 2017
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST 4:30pm on 28 December 2017
Recommended latest time and date for depositing Open Offer Entitlements into CREST 3:00pm on 29 December 2017
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) 3:00pm on 2 January 2018
Latest time and date for acceptance of the Open Offer and receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (if appropriate) 11:00am on 5 January 2018
Announcement of result of Open Offer 9 January 2018
Admission and commencement of dealings in the Open Offer Shares on the NEX Exchange Growth Market 8.00am on 12 January 2018
Open Offer Shares credited to CREST members’ accounts 12 January 2018
Despatch of definitive share certificates for Open Offer Shares in certificated form within 10 Business Days of Admission

If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service. All references are to London time unless stated otherwise.

Total Voting Rights

The Company confirms that 37,060,000 new Ordinary Shares arising as a result of the Fundraising were today admitted to trading on the NEX Exchange Growth Market.

Following the admission of these Ordinary Shares the Company has 138,080,948 Ordinary Shares in issue. The Company has no shares in treasury, therefore the figure of 138,080,948 should be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information on Chapel Down please visit www.chapeldown.com or contact

Chapel Down Group plc   01580 763 033
Frazer Thompson Chief Executive
Richard Woodhouse Finance Director
finnCap Ltd 020 7220 0500
Geoff Nash/Simon Hicks
Stephen Norcross
Headland 020 3805 4822
Lucy Legh
Francesca Tuckett

Chapel Down Group plc

Source: Chapel Down Group plc