THIS
ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
THIS IS AN
ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "TAKEOVER CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE.
THERE CAN BE NO CERTAINTY THAT SUCH AN OFFER WILL BE MADE, NOR AS
TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE
RELEASE
25 June 2024
Chapel Down Group Plc
("Chapel Down" or the
"Company")
Strategic
review of options to fund long-term growth
The Board of Chapel Down (the "Board") announces
today that it will be conducting a strategic review of the options
to fund its plan to continue driving strong and profitable growth
in the long-term.
Chapel Down's growth strategy includes investing
in new vineyards, a new purpose-built winery* to be operational for
the 2026 harvest and the development of our brand home at
Tenterden. Considering the timeline of these investments, the Board
believes that it is now appropriate to review the full range of
long-term funding options that support this plan.
As part of the review, the Board will consider
all alternatives, including investment from existing shareholders,
investment from new shareholders, a sale of the Company, and other
relevant transactions.
The Company remains on-track to deliver double
digit sales growth in 2024 and retains a strong balance sheet with
significant headroom to its existing debt facility of £12m and has
reached agreement in principle to extend and increase this
facility.
There can be no certainty that a transaction
will be pursued by the Company, nor as to the terms of any eventual
transaction.
Rothschild & Co is acting as Lead Financial
Adviser to the Company in relation to the strategic
review.
Singer Capital Markets is Nominated Adviser and
Broker to the Company.
The person responsible
for arranging the release of this announcement on behalf of Chapel
Down is Robert Smith, Chief Financial Officer.
* Subject to planning
approval, expected Summer 2024.
Takeover Code notes
The Takeover Panel Executive has granted a
dispensation from the requirement of Rule 2.4 (b) of the Takeover
Code such that Chapel Down is not required to identify any
potential offeror which Chapel Down subsequently refers to the
existence of in an announcement unless that potential offeror has
been specifically identified in any rumour or
speculation.
As a consequence of this announcement, Chapel
Down is now in an "offer period" as defined in the Takeover Code
and the attention of Chapel Down shareholders is drawn to the
dealing disclosure requirements of Rule 8 of the Takeover Code,
which are summarised below.
Contacts
Chapel Down Group plc
Andrew
Carter
Robert
Smith
|
Chief Executive
Officer
Chief Financial
Officer
|
01580 763
033
|
Rothschild & Co
Majid Ishaq
Jonathan
Dale
Matt
Jillings
|
Lead Financial Adviser
to Chapel Down
|
020 7280
5000
|
Singer Capital Markets
Shaun
Dobson
Tom
Salvesen
Asha Chotai
|
Nominated Adviser and
Broker to Chapel Down
|
020 7496
3000
|
H/Advisors Maitland
Neil
Bennett
Sam
Cartwright
Jonathan
Cook
|
PR adviser to Chapel
Down
|
020 7379
5151
|
Inside
Information
The information contained within this
announcement is deemed by Chapel Down to constitute inside
information as stipulated under the Market Abuse Regulation (EU)
no. 596/2014 (as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018). On the publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public
domain.
Notice related
to financial adviser
N.M. Rothschild & Sons Limited ("Rothschild
& Co"), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Chapel Down and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone
other than Chapel Down for providing the protections afforded to
its clients or for providing advice in connection with the subject
matter of this announcement.
Disclosure
requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any
person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the
10th business day following the announcement in which
any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any
person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made
by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4). Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or
a Dealing Disclosure.
Rule 26.1
disclosure
In accordance with Rule 26.1 of the Takeover
Code, a copy of this announcement will be available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at www.Chapel Down.com by no later than 12 noon
(London time) on the business day following the date of this
announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Rule 2.9
information
In accordance with Rule 2.9 of the
Takeover Code, Chapel Down confirms
that as at the close of business on 24 June 2024 its issued share
capital consisted of 171,524,316 ordinary shares of 5 pence each
(excluding shares held in treasury). The International Securities
Identification Number for Chapel Down's ordinary shares is
GB0032706284.
Additional
Information
THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE
FOR OR OTHERWISE ACQUIRE, ANY SECURITIES IN THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED
STATES")), AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ANY FAILURE
TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS. NO PUBLIC OFFERING IS BEING
MADE IN ANY JURISDICTION.
This Announcement is not for public release,
publication, distribution or forwarding, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Canada, the Republic of South Africa, Japan or any other
jurisdiction in which such release, publication, distribution or
forwarding would be unlawful.
Any securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold,
directly or indirectly, in or into the United States except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
This announcement is not intended to, and does
not, constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to this announcement or otherwise. Any offer, if made, will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer, including details of how it may
be accepted. The distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Chapel Down who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of
Chapel Down who are not resident in the United Kingdom will need to
inform themselves about, and observe any applicable
requirements.
Nothing in this announcement is or should be
relied on as a promise or representation as to the future. This
announcement includes certain statements, estimates and projections
provided by the Company in relation to the Company's anticipated
future performance. Such statements, estimates and projections are
based on various assumptions made by the Company concerning
anticipated results which may or may not prove to be correct. No
representations or warranties are made by any person as to the
accuracy of such statements, estimates or projections.