British Honey Co. - Completion of Fundraising
RNS Number : 7620P
British Honey Company PLC (The)
19 February 2021
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

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.

 

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT OF 7:00 AM ON 19 FEBRUARY 2021.

 

The British Honey Company plc

("British Honey", "BHC" or the "Company")

 

Completion of Fundraising to raise £6.23 million

 

The British Honey Company plc, the producer and distributor of premium British Honey, Honey-infused spirits and alcohol sanitiser products, is pleased to announce that, further to the announcement made at 10:10 a.m. on 19 February 2021 (the "Fundraising Announcement"), it has successfully completed the Fundraising.

 

The Company has raised total gross proceeds of approximately £6.23 million through the Fundraising. The Fundraising comprises approximately:

 

·    £4.04 million through the issue of 3,674,829 Placing Shares at the Issue Price

 

·    £0.55 million through the issue of 500,626 Subscription Shares at the Issue Price

 

·    £1.63 million through the CLN

 

Directors' participation in the Fundraising

Certain of the Company's directors have agreed to subscribe for new Ordinary Shares at the Issue Price (the "Participating Directors") totalling approximately £0.20 million. The number of Subscription Shares subscribed for by each of the Participating Directors pursuant to the Fundraising, and their resulting shareholdings on Admission, are set out below:

 

 

 

As at the date of this announcement

 

Immediately following Admission

Name

Role

No. of existing Ordinary Shares

Percentage of existing Ordinary Share capital

No. of new Ordinary Shares subscribed for

 

No. of Ordinary Shares held following Admission

Percentage of Enlarged Share Capital

Michael Williams *

Chief Executive Officer

601,539

6.86

45,455

 

651,539**

3.96%**

Robert Porter-Smith

Executive Director

865,000

9.08

45,455

 

910,455

5.53%

Geoff Lennox

Non-Executive Director

-

-

90,909

 

90,909

0.55%

 

*Michael Williams has a combined shareholding of 601,539 Ordinary Shares, through his personal holdings along with shares held by the Brackenwood Pension Fund, his wife and his son.

 

**Includes the shares issued to Michael William's wife as described below.

 

Issue of Bonus Shares

Additionally, the Company will issue 44,545 Ordinary Shares to certain employees of the Company who have agreed to apply their discretionary ex gratia performance bonus to subscribe for Ordinary Shares at the Issue Price conditional upon Admission (the "Bonus Shares"). These Bonus Shares include 4,545 shares that have been subscribed for by Caroline Williams who is Michael William's wife, and therefore a person closely associated with him and also 9,091 shares have been subscribed for by Alex Maurice who is persons discharging managerial responsibilities.

 

Related Party Transactions

The participation of each of the Participating Directors in the Subscription constitute related party transactions for the purposes of Rule 4.6 of the AQSE Growth Market Apex Rulebook ("AQSE Rules"). In addition the CLN entered into by the Company with Mr Said constitutes a related party transaction for the purposes of Rule 4.6 of the AQSE Rules by virtue of his status as a substantial shareholder in the Company.

 

Warrant Instrument

The Company entered into a warrant instrument on 19 February 2021 in which the Company agreed to grant Stanford 138,055 warrants to subscribe for Ordinary Shares in the Company. Stanford may exercise the warrants granted at the Issue Price at any time from Admission until the date 5 years from the date of Admission.

 

Admission and Total Voting Rights

Application has been made to the Aquis Stock Exchange ("AQSE") for Admission of the 4,175,455 Fundraising Shares, 2,727,273 Initial Consideration Shares and 44,545 Bonus Shares. It is expected that the Fundraising Shares, Initial Consideration Shares and Bonus Shares will be admitted to trading on AQSE at 8.00 a.m. on 24 February 2021 (or such later date as may be agreed between the Company, Stanford and finnCap, but no later than 3:00 p.m. on 10 March 2021).

 

Following Admission of the Fundraising Shares, Initial Consideration Shares and the Bonus Shares, the total number of Ordinary Shares in the Company will be 16,472,735. This figure may 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 to their interest in the Company under the FCA's Disclosure and Transparency Rules.

 

Commenting on the Acquisition, CEO of BHC, Michael Williams said:

"This is a transformational deal for British Honey. Overnight, the Company substantially enhances its position as a key player in the craft spirit market, adding critical mass, established premium spirits brands, additional infrastructure and an innovative senior management team, all of which will significantly enhance the enlarged Group's growth trajectory. We have worked with Mark Gamble and his team at Union Distillers on mutual development projects and joint-ventures over several years and I am delighted to be welcoming him to the BHC Board where his exceptional engineering, production and new product development skills will be of significant benefit."

 

Mark Gamble, CEO of Union Distillers, added:

"Finding the right partner is critical for us to continue our expansion. Union Distillers and BHC have known and collaborated with each other on many projects and we both recognise through experience that our respective businesses complement each other extremely well in terms of their ethos and respective business models. I am very much looking forward to working with Michael and the team to develop the Company into a leading, international premium spirits business." 

 

Enquiries:

British Honey

Michael Williams, CEO

Brooke Wiseman, Marketing Director

Email: brooke@britishhoney.com

Web: https://britishhoney.co.uk/

 

finnCap - AQSE Corporate Adviser & Joint Broker

Carl Holmes / Matthew Radley (corporate finance)

Richard Chambers (ECM)

 

Tel: +44 (0)20 7220 0500

          Stanford Capital Partners - Joint Broker

          Patrick Claridge / John Howes / Bob Pountney

 

Tel: +44 (0)20 3815 8880

         Walbrook PR Limited - Financial PR

         Paul Vann / Nick Rome / Nicholas Johnson

Tel: +44 (0)20 7933 8780

+44 (0)7768 807631

paul.vann@walbrookpr.com

 

About The British Honey Company plc

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 Keepr's British Honey Spirits infused with 100% pure honey from its own fully traceable apiaries and includes gin, rum, bourbon, vodka and a ready to drink selection of hard seltzers and a low alcohol gin and tonic.

In 2020 it expanded further after acquiring the brands of the London Distillery Company (Dodd's Organic Gin, Rye and Single Malt Whiskeys), securing an exciting partnership agreement with English Heritage to produce its gins and launching an affordable luxury spirits range, 1606. In the same year, BHC also developed its first alcohol sanitiser product in the UK in response to the Covid-19 outbreak.

Future plans will see BHC open a second distillery on Oxfordshire's Tusmore Estate, expected late 2021, where it will produce a Tusmore Single Estate Triple Distilled Premium English Whiskey to add to its Single Malt Tusmore Whiskey, of which investment casks are currently available to purchase.

This information is provided by RNS, the news service of the . RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
NEXDKCBKBBKDABD ]]>