THIS ANNOUNCEMENT, INCLUDING
THE APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION
596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION
OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE
NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
26 January
2024
Chill
Brands Plc
("Chill
Brands", "Chill" or the "Company")
Equity
Fundraising
Chill Brands (LSE: CHLL),
the consumer packaged-goods distribution company,
is pleased to announce a new equity
fundraising of approximately £2.4m.
The Company has undertaken the
conditional placing of 28,533,800 new ordinary shares of 1p each
("Ordinary Shares") in the
Company (the "Placing
Shares") at a price of 3.75 pence per share (the
"Issue Price") by Allenby
Capital Limited ("Allenby
Capital") (the "Placing"), and conditional subscription
of 3,466,700 new Ordinary Shares (the "Subscription") at the Issue Price,
together raising approximately £1.20 million before expenses for
the Company. The Company also announces the capitalisation of £1.20
million of liabilities predominantly comprised of inventory debt
financing by existing significant shareholder, Mr Jonathan Swann
for 32,000,000 new Ordinary Shares (the "Capitalisation", together with the
Placing and Subscription, the "Fundraise"), in aggregate 64,000,500
new Ordinary Shares (the "Fundraise Shares"), at the Issue
Price.
Sales and distribution of the
Company's vape products have expanded rapidly since their launch in
August 2023. The funds raised will be deployed to support further
growth as Chill Brands continues to record increasing demand for
its products from customers and additional retail store
chains.
Callum Sommerton, Chief Executive
Officer of Chill, commented:
"We are very pleased to have secured funding to fuel the next
chapter of our growth. These resources will be deployed to procure
the ever increasing number of products ordered by new and existing
customers and to further expand Chill Brands' distribution network
of major retailers.
Uptake of our Chill vape products continues to exceed
expectations and sustained demand for reorders from our current
independent retailers is a clear indicator that our products are
resonating well with consumers.
We
are now equipped to scale the Company's operations to meet the
growing appetite for our products. Over the coming months we will
engage with further leading stores and drive brand awareness
through targeted marketing campaigns as Chill ZERO launches into
mainstream retail."
Background to the Fundraise and Indicative use of Net
Proceeds
The Directors anticipate utilising
the net proceeds of the Fundraise during 2024 to accelerate sales
and distribution of Chill ZERO
nicotine-free vape products, which are already being launched into
initial WH Smith travel locations, Morrisons stores and roadside
retail stores operating on Shell, BP and Esso branded forecourts
during January 2024 with the roll out continuing incrementally
throughout Q1. The products are also being launched into Smoker
Friendly stores in nine US states with in-store sampling
activations.
The Company will further develop its
distribution network of independent stores while continuing to
service existing accounts, supporting sales rates with new point of
sale displays, out-of-home advertising and other marketing
campaigns.
Details of the Fundraise
The Fundraise consists of three
parts.
·
The Placing to raise approximately £1.07m through
the issue of 28,533,800 new Ordinary Shares
at the Issue Price;
·
The Subscription to raise
approximately £0.13m through the issue of
3,466,700 new Ordinary Shares at the Issue Price;
·
The Capitalisation, replacing £1.20m of short-term
debt liabilities through the issue of 32,000,000
new Ordinary Shares at the Issue Price
The Placing and Subscription has
been made to a number of new financial institutions, high-net-worth
and professional individual investors. Callum Sommerton, the CEO of
Chill, has subscribed for 266,668 new Ordinary Shares under the
Subscription. Mr Sommerton does not currently hold any Ordinary
Shares, so following the Fundraise, he will
hold 266,668 Ordinary Shares, equivalent to 0.05% of the Ordinary Shares as
enlarged by the Fundraise. The FCA notification, made in
accordance with the requirements of UK MAR is appended further
below.
The Fundraise Shares are to be
issued pursuant to the authorities granted
to the Board at the Company's 2023 annual general
meeting.
Jonathan Swann has continued to
demonstrate his significant support of the Company by agreeing to
capitalise the current balance of the supply chain finance facility
announced on 20 December 2023 (the "Facility"), which currently stands at
£1,000,000 at the Issue Price. In addition, the first annual
interest coupon on the £1.6m convertible loan note (announced on 3
April 2023), amounting to £192,000 and £8,000 of accrued interest
on the Facility will also be capitalised at the Issue Price. As a
result, Mr Swann will be issued a total of 32,000,000 new Ordinary
Shares.
The Facility will remain available
in full (£1m) and on the same terms for future stock purchase
requirements, with a balance of zero on completion of the
Capitalisation.
Mr Swann is considered a related
party as a result of his current shareholding in the Company of
29,000,000 Ordinary Shares, equivalent to 6.56% of the current
Ordinary Shares. The board of directors of Chill Brands consider
the terms of the Facility to be fair and reasonable and in the best
interests of all shareholders. The funds will support the
acquisition of inventory and the roll-out of products to new
stores, reducing the cashflow impact of the Company's rapid
expansion. Following the Fundraise, Mr Swann will hold
61,000,000 Ordinary Shares, equivalent to 12.05% of the Ordinary
Shares as enlarged by the Fundraise.
Admission and Total Voting Rights
Applications will be made for the
Fundraise Shares to be admitted to trading on the Main Market of
the London Stock Exchange and to listing in the Standard Segment of
the FCA Official List ("Admission"). It is expected that
the issue will take place, Admission will become effective and that
dealings in the New Shares on the Main Market of the London Stock
Exchange will commence on or around 31 January 2024.
On Admission, the Company will have
506,291,025 Ordinary Shares in issue, each with one voting
right. There are no shares held in treasury. Therefore,
the Company's total number of Ordinary Shares and voting rights
will be 506,291,025 and this figure may be used by shareholders
from Admission 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 Guidance and Transparency Rules.
Publication on website
A copy of this announcement is also
available on the Group's website at:
http://www.chillbrandsgroup.com
Media Enquiries
Chill Brands plc
Callum Sommerton,
CEO
contact@chillbrandsgroup.com
Allenby Capital Limited (Financial Adviser and
Broker) +44 (0) 20 3328
5656
Nick Harriss/Nick Naylor/Lauren
Wright (Corporate Finance)
Kelly Gardiner/Guy McDougall (Equity
Sales)
About Chill Brands
Chill Brands Group plc (LSE: CHLL,
OTCQB: CHBRF) is an international consumer packaged goods company
focused on the development, marketing and distribution of wellness
and recreational products. The Company's proprietary nicotine-free
vape products cater to the rapidly growing market for tobacco
alternatives and are distributed by some of leading retail stores
in the US and UK. Chill Brands also operates the chill.com
e-commerce website, on which it is building a marketplace of
products from third-party brands.
PDMR Table
Notifications and public disclosure of transactions by persons
discharging managerial responsibilities ("PDMR") and persons
closely associated ("PCA") with them.
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Callum Sommerton
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief Executive Officer
|
b)
|
Initial notification
/Amendment
|
Initial
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Chill Brands Group plc
|
b)
|
LEI
|
213800RGK8LNU9RGMT89
|
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 1p each
ISIN: GB00BWC4X262
|
b)
|
Nature of the transaction
|
Purchase of shares
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
3.75p
|
266,668
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not applicable - single transaction
|
e)
|
Date of the transaction
|
26/01/2024
|
f)
|
Place of the transaction
|
Off Market
|
Other
Notice to Distributors
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended and as
this is applied in the United Kingdom ("MiFID II"); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II
and Regulation (EU) No 600/2014 of the European Parliament, as they
form part of UK law by virtue of the European Union (Withdrawal)
Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for
the purposes of the MiFID II Product Governance Requirements) may
otherwise have with respect thereto, the Fundraise Shares have been
subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of
retail investors who do not need a guaranteed income or capital
protection and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market Assessment"). The
Fundraise Shares are not appropriate for a target market of
investors whose objectives include no capital loss.
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Fundraise Shares may decline and
investors could lose all or part of their investment; the Fundraise
Shares offer no guaranteed income and no capital protection; and an
investment in the Fundraise Shares is compatible only with
investors who do not need a guaranteed income or capital
projection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Fundraise. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, Allenby Capital will only procure
investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Fundraise Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
shares and determining appropriate distribution
channels.
Forward Looking Statements
This announcement includes
statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements can be identified by
the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. They appear in a
number of places throughout this announcement and include
statements regarding the Directors' beliefs or current
expectations. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and
circumstances. Investors should not place undue reliance on
forward-looking statements, which speak only as of the date of this
announcement.
Notice to overseas persons
This announcement does not
constitute, or form part of, a prospectus relating to the Company,
nor does it constitute or contain any invitation or offer to any
person, or any public offer, to subscribe for, purchase or
otherwise acquire any shares in the Company or advise persons to do
so in any jurisdiction, nor shall it, or any part of it form the
basis of or be relied on in connection with any contract or as an
inducement to enter into any contract or commitment with the
Company.
This announcement is not for
release, publication or distribution, in whole or in part, directly
or indirectly, in or into Australia, Canada, Japan or the Republic
of South Africa or any jurisdiction into which the publication or
distribution would be unlawful. This announcement is for
information purposes only and does not constitute an offer to sell
or issue or the solicitation of an offer to buy or acquire shares
in the capital of the Company in Australia, Canada, Japan,
New Zealand, the Republic of South Africa or any jurisdiction in
which such offer or solicitation would be unlawful or require
preparation of any prospectus or other offer documentation or would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such
jurisdiction. Persons into whose possession this announcement
comes are required by the Company to inform themselves about, and
to observe, such restrictions.
This announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This announcement is not an offer
of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, and may not be offered
or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities
is being made in the United States.
General
Neither the content of the Company's
website (or any other website) nor the content of any website
accessible from hyperlinks on the Company's website (or any other
website) or any previous announcement made by the Company is
incorporated into, or forms part of, this announcement.
Allenby Capital, which is authorised
and regulated by the FCA in the United Kingdom, is acting as
nominated adviser and joint broker to the Company in connection
with the Placing and Subscription. Allenby Capital will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Allenby Capital or for providing
advice to any other person in connection with the Fundraise.
Allenby Capital has not authorised the contents of, or any part of,
this announcement, and no liability whatsoever is accepted by
Allenby Capital for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information.