THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE BRITISH HONEY COMPANY PLC IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310).
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
("British Honey", "BHC" or the "Company")
STRATEGIC ACQUISITION AND FUNDRAISING
Placing, Subscription and Convertible Loan Note
The Board is pleased to announce its intention to raise approximately
In addition, the Company is pleased to announce it has entered into an agreement for a new
British Honey, the Directors of the Company and Mark Gamble, joint owner and CEO of Union, have entered into a placing agreement with
Based in Market Harborough, Leicestershire, Union Distillers was founded in 2012 by Mark Gamble and his partner. Over the past eight years it has grown to become an independent producer and distributor of proprietary and "own-label" spirits. It has well-invested infrastructure which includes its own stills, bonded warehouse and it is proposing to install a canning line. Union has a strong manufacturing capability, established brands and an extensive and growing retail and wholesale customer base. Union will benefit from BHCs own platform, in particular its software infrastructure. Products include its premium, proprietary "Two Birds" range of spirits comprising 11 gins, seven vodkas, a spiced rum, an absinthe and a 29% ABV espresso vodka liqueur. In addition, Union distils spirits on behalf of a range of B2B customers including some major German supermarkets with a UK presence. Like BHC, Union is also SALSA accredited.
Union is a cash generative business, with cash of over
For the two years ended
· Well established brands - Keepr's, Dodds, English Heritage and Two Birds each with strong brand recognition and retail footprint
· Significantly broader access to the UK Off Trade market
· New larger customer base
· Additional production and warehousing capacity
· Integrated production, IT and marketing systems and proprietary software infrastructure.
The strategy of the
BHC is anticipating purchasing a new canning line and enhancing the production facilities at Union. The new production capacity of the
As well as helping to satisfy the Initial Consideration, the proceeds of the Fundraising will provide additional working capital to the
Terms of the Acquisition
The aggregate purchase consideration for the Acquisition comprises:
· Initial Consideration of
· Earn-out Consideration of up to a further
The Initial Consideration Shares and the Earn-out Consideration Shares are subject to a 12-month lock-in and a further 12-month orderly market restriction. The Earn-out Consideration is based on revenue generated by certain brands of the target business and will be satisfied by the issue of new BHC shares at the mid-market price at the time of issuance but not less than
The Acquisition is conditional, inter alia, on the successful completion of the Fundraising detailed below.
BHC announces the intention to conduct a Fundraising to raise approximately
Certain Directors of the Company intend to participate in the Fundraising.
Details of the Fundraising Shares
The Fundraising Shares, when issued, will represent approximately 43.8 per cent of the Company's issued share capital prior to the Fundraising. The Issue Price of
The Fundraising Shares, when issued, will be fully paid and will 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 in respect of such Ordinary Shares after the date of issue.
In accordance with the terms of the placing agreement dated
The Placing Agreement is conditional, inter alia, upon:
a. the Sale and Purchase Agreement becoming unconditional in all respects save as to Admission and allotment of the new Ordinary Shares and the Consideration Shares;
b. the Sellers approving the statements of fact in this announcement and the presentation regarding Union; and
c. Admission occurring on or before
Details of the CLN
The CLN will be for
The CLN can be converted into new Ordinary Shares in the Company at a conversion price of
Following completion of the Acquisition, Union's joint owner and CEO, Mark Gamble, will join the
The Board will be seeking a full time Chief Financial Officer. A further announcement will be made in due course following completion of final due diligence procedures on the prospective candidates.
As a result of continuing global economic disruption caused by the Covid-19 pandemic, BHC has agreed with
Michael Williams, CEO
Brooke Wiseman, Marketing Director
finnCap - AQSE Corporate Adviser & Joint Broker
Carl Holmes / Matthew Radley (corporate finance)
Richard Chambers (ECM)
Tel: +44 (0)20 7220 0500
Patrick Claridge / John Howes / Bob Pountney
Tel: +44 (0)20 3815 8880
Paul Vann / Nick Rome / Nicholas Johnson
Tel: +44 (0)20 7933 8780
+44 (0)7768 807631
Launched in 2014, BHC has an extensive collection of award-winning spirits brands crafted at its onsite distillery in Buckinghamshire. Its impressive range began with
In 2020 it expanded further after acquiring the brands of the
Future plans will see BHC open a second distillery on Oxfordshire's
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