23 September 2019
World High Life Plc
("World High Life", "LIFE" or the "Company")
World High Life Plc Announces Agreement to Acquire Love Hemp Ltd; Proposed Fundraising to raise up to £5,000,000
World High Life Plc (NEX: LIFE), a CBD and medicinal cannabis investment company, is pleased to announce that it has agreed indicative terms for the Company's first investment, the acquisition of Love Hemp Ltd ("Love Hemp"). The Directors of World High Life believe that this initial investment will provide LIFE with a platform from which it can work with Love Hemp to rapidly expand its UK and European business and help LIFE in its ambition to become a leading European medical cannabis and CBD investment company.
· World High Life is proposing to acquire Love Hemp for a minimum consideration of £9 million
· Love Hemp is a London-based supplier of a range of CBD and Hemp products
· Love Hemp already has distribution agreements in place with UK supermarkets and health food stores
· The Directors of World High Life believe that this investment and their expertise in the Cannabis sector will enable Love Hemp to accelerate its planned expansion
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, Holland & Barrett and WH Smith. In the year ended 30 June 2018, Love Hemp made profit before tax of ££532,097 on turnover of ££2,501,857.
The Directors of LIFE believe that this transaction will help World High Life significantly accelerate its expansion plans across the United Kingdom and Europe, with a focus on Germany over the course of 2020. If completed, the transaction will also give World High Life access to Love Hemp's extensive online distribution network and access to the 1,200 convenience stores in the UK, including leading high street stores such as Holland & Barrett and WH Smith, through which Love Hemp currently sells its products.
Subject to the completion of satisfactory due diligence by the Company, LIFE is proposing to acquire Love Hemp for a minimum consideration of £9 million, made up as follows:
· £4 million in cash on completion; this amount will be satisfied from the Company's existing resources and from the proceeds of a proposed fundraising which the Company may conduct either by way of placing of ordinary shares of 1p each in the Company ("Ordinary Shares") or by way of a convertible instrument to raise up to £5,000,000 (gross of expenses)
· £3 million to be satisfied by the issue of 30,000,000 Ordinary Shares on completion
· Up to £2 million of deferred cash consideration in the three years following completion, on the following basis:
o £650,000 if by the first anniversary of completion, the turnover in Love Hemp is between £5 million and £7 million; and
o £650,000 if between the first and second anniversary of completion, the turnover in Love Hemp is between £9 million and £11 million; and
o £700,000 if between the second and third anniversary of completion, the turnover in Love Hemp is between £12 million and £15 million.
o If Love Hemp achieves in excess of the turnover target in a given year, the sellers will be entitled to additional earn out of 5 per cent of the excess over the turnover target in each earn out year.
o The payment of any element of the deferred consideration is conditional on the gross profit of Love Hemp remaining at the same level as in the year ended 30 June 2019.
LIFE expects that the Acquisition will complete on or around 30 September 2019.
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.
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Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.