World High Life PLC - Appointment of CEO and Issue of Equity
RNS Number : 8364N
World High Life PLC
03 February 2021
 

3 February 2021

 

World High Life Plc

 ("World High Life" or the "Company")

 

Appointment of Chief Executive Office and Issue of Equity

 

Appointment of Chief Executive Officer

World High Life Plc (AQSE: LIFE) (OTCQB: WRHLF) is pleased to announce that Tony Calamita has been appointed as Chief Executive Officer and Director of the Company with immediate effect.

 

Tony is one of the founders of the Company's wholly owned subsidiary, Love Hemp Limited ("Love Hemp") and has played a crucial role in the rapid development of Love Hemp's business, creating one of the UK's leading CBD and health and wellness suppliers.

 

Commenting on Tony's appointment, Andrew Male, Director of the Company, said: "Tony has worked closely with the World High Life Board since the acquisition of Love Hemp in 2019. His guidance and energy with the operations of Love Hemp are key to its success to date, and it is natural for him to accept this appointment to join the Board of World High Life. We are very pleased to welcome him and look forward to working with him on the continuing growth of Love Hemp".

 

Settlement of Deferred Consideration

Concurrently with the appointment of Mr. Calamita as a Director, and further to the Company's announcement of 25 September 2020, the Company and the vendors of Love Hemp (the "Vendors") have agreed that settlement of the final deferred consideration of £2,000,000 due to the Vendors will be satisfied by the issue of ordinary shares of 1p each in the Company ("Ordinary Shares"), rather than in cash.

 

Accordingly, the Vendors will be issued with a total of 133,333,333 Ordinary Shares at a price of 1.5p per share (the "Vendor Shares"), in full and final settlement of the consideration due to them. The Vendor Shares will be allotted in two tranches: an initial tranche of 68,000,000 Ordinary Shares (the "Initial Vendor Shares") will be allotted immediately, and the balance of 65,000,000 Ordinary Shares will be allotted by no later than 30 June 2021.

 

Tony Calamita and Thomas Rowland are the principal Vendors and have each been allotted 30,600,000 of the Initial Vendor Shares, such that each now has an interest in 54,100,000 Ordinary Shares, representing, in each case, 13.48% per cent of the Company's enlarged issued share capital.

 

The settlement of the deferred consideration by the issue of the Vendor Shares will eliminate £2,000,000 of debt at Word High Life.

 

Issue of additional Ordinary Shares for Cash

Further to the subscription of Ordinary Shares announced  by the Company on 27 January 2021, World High Life is pleased to announce that Peterhouse Capital Limited has procured subscriptions for an additional 12,500,000 Ordinary Shares, and the Company has directly procured subscriptions for an additional 34,200,000 Ordinary Shares for a total of 46,700,000 Ordinary Shares at a subscription price of 1.0p per share (the "Additional Subscription Shares"), raising gross proceeds of £467,000 for the Company.

 

Subscribers for the Additional Subscription Shares will also receive 1 share purchase warrant for every 1 Ordinary Share subscribed for, amounting in aggregate to 46,700,000 additional warrants (the "Additional Warrants"). The Additional Warrants may be exercised at any time until 2 years from the closing of this financing at an exercise price of 1.0p per Ordinary Share.

 

Convertible Debentures

The Company has also issued a Deed of Variation to holders of the outstanding £1,910,292 of convertible loan notes and convertible debentures (together, the "Convertible Debentures"), issued in earlier financings by the Company. If the holders of Convertible Debentures accept the Deed of Variation, the Convertible Debentures, plus accrued interest at a rate of 10% per annum, will be converted into Ordinary Shares at a price of 0.025p per share.

 

Resignation

With the appointment of Tony Calamita, Robert Payment has resigned from the Company. Mr. Payment Is committed to working with the Company through a transition phase. We would like to thank him for his involvement and support and wish him well in his future endeavours.

 

Application for Admission

Application will be made for the Initial Vendor Shares and the Additional Subscription Shares to be admitted to trading on the AQSE Growth Market and admission is expected to become effective on 9 February 2021.

 

Enlarged Issued Share Capital

Following the issue of the Initial Vendor Shares and the Additional Subscription Shares, the Company has 401,440,419 Ordinary Shares in issue, each share carrying the right to one vote.  The figure of 401,440,419 should be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

 

The Directors of the Company accept responsibility for the contents of this announcement.

 

About Love Hemp

Love Hemp is one of the UK's leading CBD and Hemp product suppliers and has more than 40 product lines, comprising oils, sprays and vapes and a variety of edible and water-based CBD products. Love Hemp has established relationships with over 1,200 stores in the UK, including leading brands such as Ocado, Boots, Holland & Barrett and WH Smith.

 

About World High Life

World High Life was established by the founders of Supreme Cannabis (TSX: FIRE), and 1933 Industries (CSE: TGIF), both companies at the forefront of the legalized cannabis industry. LIFE was established to take advantage of the huge opportunities available in the UK and European legal cannabis space, which is set to be the largest in the world within five years.

 

For further information please contact:

 

Andrew Male

Director

World High Life PLC

+44 (0) 7926 397 675

info@worldhighlife.uk

 

 



AQSE Corporate Adviser

Mark Anwyl/Allie Feuerlein

Peterhouse Capital Limited

+44 (0) 20 7469 0930

ma@peterhousecap.com

af@peterhousecap.com

Financial PR

Tim Blythe

tim.blythe@blytheweigh.com

+44 (0)7816 924626

Alice McLaren

alice.mclaren@blytheweigh.com

+44 (0)7875 744 070

Madeleine Gordon-Foxwell

madeleine.gordon-foxwell@blytheweigh.com

+44 (0) 7554997357

Blytheweigh

+44 (0) 20 7138 3224

 

 For more information on World High Life please visit:                www.wordhighlife.uk

 

Save as set out below, there is no further information regarding Antonio ("Tony") Luigi Calamita, aged 36, that is required to be disclosed pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook.

 

Current Directorships

Past Directorships

London Street Art Ltd

Logic 7 Ltd

Barton Tyndall Ltd

LH Botanicals Ltd

 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1.     

Details of the person discharging managerial responsibilities/person closely associated

a)

Name:

Antony Luigi Calamita

2.     

Reason for the notification

a)

Position/status:

Director

b)

Initial notification/Amendment:

Initial notification

3.     

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name:

World High Life Plc

b)

LEI:

213800ERYVHIGFSPMM75

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 £0.01

GB00BMDY1P48

b)

Nature of the transaction:

Issue of Ordinary Shares

c)

Price(s) and volume(s):

Ordinary Shares:

Price(s)

Volume(s)

£0.015

30,600,000

 

d)

Aggregated information:

Aggregated volume:

Price:

Ordinary Shares:

Price(s)

Volume(s)

£0.015

30,600,000

  

e)

Date of the transaction:

2021-02-02

f)

Place of the transaction:

AQSE Growth Market (AQSE)

 

 

 

1.     

Details of the person discharging managerial responsibilities/person closely associated

a)

Name:

Thomas Mark Rowland

2.     

Reason for the notification

a)

Position/status:

Chief Operating Officer, Love Hemp Ltd

b)

Initial notification/Amendment:

Initial notification

3.     

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name:

World High Life Plc

b)

LEI:

213800ERYVHIGFSPMM75

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 £0.01

GB00BMDY1P48

b)

Nature of the transaction:

Issue of Ordinary Shares

c)

Price(s) and volume(s):

Ordinary Shares:

Price(s)

Volume(s)

£0.015

30,600,000

 

d)

Aggregated information:

Aggregated volume:

Price:

Ordinary Shares:

Price(s)

Volume(s)

£0.015

30,600,000

  

e)

Date of the transaction:

2021-02-02

f)

Place of the transaction:

AQSE Growth Market (AQSE)

 

 

 

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

 

Cautionary Note Regarding Forward Looking Information

We seek safe harbour. Some statements contained in this news release are "forward looking information" within the meaning of securities laws. Forward looking information include, but are not limited to, statements regarding the use of proceeds of the non-brokered private placement and payment of the debt settlements. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes" or variations of such words and phrases (including negative or grammatical variations) or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. Investors are cautioned that forward-looking information is inherently uncertain and involves risks, assumptions and uncertainties that could cause actual results to differ materially. There can be no assurance that future developments affecting the Company will be those anticipated by management. The forward-looking information contained in this press release constitutes management's current estimates, as of the date of this press release, with respect to the matters covered thereby. We expect that these estimates will change as new information is received. We do not undertake to update any estimate at any particular time or in response to any particular event, except as required by law.

 

 

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