TIDMGUS
RNS Number : 8753B
Gusbourne PLC
07 June 2023
7 June 2023
Gusbourne Plc
("Gusbourne", the "Company" or the "Group")
Final Results for the year ended 31 December 2022 & Notice
of AGM
The Board of Gusbourne Plc (AIM: GUS) is pleased to announce its
audited results for the year ended 31 December 2022.
Continuing strong growth in net revenue, with net revenue up 49%
at GBP6,243,000, and Adjusted EBITDA loss narrowed to GBP1,131,000,
a 22% reduction from the prior period.
2022 2021 Change
GBP'000 GBP'000 %
========================================= ===================================================== ============ ======
Net revenue & adjusted EBITDA
========================================= ===================================================== ============ ======
Net revenue (1) 6,243 4,191 49%
========================================= ===================================================== ============ ======
Gross profit 3,697 2,344 58%
========================================= ===================================================== ============ ======
Adjusted EBITDA (2) (1,131) (1,452) 22%
========================================= ===================================================== ============ ======
Gross profit % 59.2% 55.9%
========================================= ===================================================== ============ ======
Statutory results
========================================= ===================================================== ============ ======
Net revenue (1) 6,243 4,191 49%
========================================= ===================================================== ============ ======
Gross profit 3,697 2,344 58%
========================================= ===================================================== ============ ======
Fair value movement in biological produce (239) (704)
========================================= ===================================================== ============ ======
Sales and marketing expenses (3,479) (2,460)
========================================= ===================================================== ============ ======
Administrative expenses (1,481) (1,336)
========================================= ===================================================== ============ ======
Depreciation (601) (600)
========================================= ===================================================== ============ ======
Total Administrative expenses (5,561) (4,396)
========================================= ===================================================== ============ ======
Operating profit/(loss) (2,103) (2,756)
========================================= ===================================================== ============ ======
Reconciliation of operating profit/(loss)
to adjusted EBITDA
========================================= ===================================================== ============ ======
Operating profit/(loss) (2,103) (2,756)
========================================= ===================================================== ============ ======
Add back;
========================================= ===================================================== ============ ======
Depreciation 601 600
========================================= ===================================================== ============ ======
Aborted planning and capital expenditure
write-off 132 -
========================================= ===================================================== ============ ======
Fair value movement in biological produce 239 704
========================================= ===================================================== ============ ======
Adjusted EBITDA(2) (1,131) (1,452)
========================================= ===================================================== ============ ======
(1) Net revenue is revenue reported by the Group after excise
duties payable
(2) Adjusted EBITDA means profit/(loss)from operations before
aborted planning and capital expenditure write-off, fair value
movement in biological produce, interest, tax, depreciation and
amortisation.
Highlights of 2022 include:
-- Net revenue* up by 49% to GBP6.24m (2021: GBP4.19m) with
strong growth across the Group's three main distribution
channels:
-- UK Trade sales up by 53% (2021: 177%) to GBP3.06m (2021: GBP2.00m)
-- Direct to consumer ("DTC") net revenue which includes tours
and related cellar door operations in Kent, was up by 29% (2021:
96%)to GBP1.71m (2021: GBP1.32m)
-- International sales up by 78% (2021: 23%) to GBP1.39m (2021: GBP0.78m)
-- A five-year CAGR (compound annual growth rate) in net revenue of 44% (2021: 46%)
-- Gross profit margin at 59.2% (2021: 55.9%)
-- Adjusted EBITDA** loss narrowed to GBP1.13m (2021: GBP1.45m)
-- Acquisition of a further 55 hectares of freehold land for
GBP1.7m, contiguous with the Group's existing Kent vineyards. The
Group is planning to plant most of this new land with new vineyards
in 2024
-- GBP6.0m increase of long term asset backed financing facility
from PNC from GBP10.5m to GBP16.5m
-- Ongoing success in international and UK wine competitions
with a record number of awards for its wines, including a record
number of gold medals
* Net revenue represents Revenue after deducting excise
duties
** Adjusted EBITDA means profit/(loss)from operations before
aborted planning and capital expenditure write-off, fair value
movement in biological produce, interest, tax, depreciation and
amortisation.
Charlie Holland, Chief Executive Officer and Chief Winemaker,
said:
"I am pleased to report another excellent performance in 2022
where Gusbourne delivered further significant growth and execution
of our strategy. Despite a challenging macroenvironmental backdrop,
we have continued to see significant consumer demand for Gusbourne
wines, reflecting the luxury status of the Gusbourne brand and the
underlying growth of the dynamic English wine sector.
"We have seen strong revenue growth across all our sales
channels, both in the UK and internationally, as the quality of
Gusbourne's wines continue to gain praise and critical recognition,
further cementing our excellent reputation. At the same time, price
/ mix was a positive driver of our gross margin.
"With these strong results, a fantastic harvest in 2022, the
purchase of new land during the year and healthy inventory levels
in our cellars, the Board continues to look to the future with
great confidence as we further strengthen our position as one of
the UK's most significant fine wine producers."
Annual General Meeting
The Company's annual report and accounts for the year ended 31
December 2022 will be posted to shareholders on Wednesday 7 June
2023, together with notice of the Annual General Meeting to be held
at 12pm on Thursday 29 June 2023 at the offices of Fieldfisher LLP
at Riverbank House, 2 Swan Lane, London EC4R 3TT.
Enquiries:
Gusbourne Plc
Charlie Holland +44 (0)12 3375 8666
Phil Clark, Investor Relations
Panmure Gordon (UK) Limited (Nomad
and Sole Broker)
+ 44 (0)20 7886
James Sinclair-Ford 2500
Hugh Rich
Media:
Kate Hoare (Houston)
gusbourne@houston.co.uk +44 (0)20 4529 0549
Note: This and other press releases are available at the
Company's website: www.gusbourneplc.com
This announcement contains inside information for the purposes
of article 7 of the Market Abuse Regulation (EU) 596/2014 as
amended by regulation 11 of the Market Abuse (Amendment) (EU Exit)
Regulations 2019/310. With the publication of this announcement,
this information is now considered to be in the public domain.
Note to Editors
Gusbourne produces and distributes a range of high quality and
award winning vintage English sparkling wines from grapes grown in
its own vineyards in Kent and West Sussex.
The Gusbourne business was founded by Andrew Weeber in 2004 with
the first vineyard plantings at Appledore in Kent. The first wines
were released in 2010 to critical acclaim. Following additional
vineyard plantings in 2013 and 2015 in both Kent and West Sussex,
Gusbourne now has 93 hectares of mature vineyards. The NEST visitor
centre was opened next to the winery in Appledore in 2017,
providing tours, tastings and a direct outlet for our wines.
Right from the beginning, Gusbourne's intention has always been
to produce the finest English sparkling wines. Starting with
carefully chosen sites, we use best practice in establishing and
maintaining the vineyards and conduct green harvests to ensure we
achieve the highest quality grapes for each vintage. A quest for
excellence is at the heart of everything we do. We blind taste
hundreds of samples before finalising our blends and even after the
wines are bottled, they spend extended time on their lees to add
depth and flavour. Once disgorged, extra cork ageing further
enhances complexity. Our winemaking process remains traditional,
but one that is open to innovation where appropriate. It takes four
years to bring a vineyard into full production and a further four
years to transform those grapes into Gusbourne's premium sparkling
wine.
Gusbourne's luxury brand enjoys premium price positioning and is
distributed in the finest establishments both in the UK and abroad.
Our wines can be found in leading luxury retailers, restaurants,
hotels and stockists, always being aware that where we are says a
lot about who we are.
Chairman's statement
The burgeoning global appetite for English fine wine continues
to underpin Gusbourne's significant
revenue growth as 2022 marked another year of strong progress
for the Group both at home and abroad.
Since our first vines were planted almost twenty years ago,
Gusbourne has focused on building long-term
assets to drive value creation for all our stakeholders,
striving from the outset to achieve international
brand recognition. The world class quality of our products
remains of critical importance and the latest
milestone in this journey was marked with the launch of our
luxury cuvee, Fifty One Degrees North, to
notable critical acclaim worldwide.
All sales channels delivered excellent growth during the year.
Our Direct to Consumer ("DTC") net revenue
grew by 29% to GBP1.7m, driven by online sales and cellar door
operations in Kent, as customers responded
positively to an expanded product offering. Our UK Trade revenue
grew by 53% to GBP3.1m as the industry
continued its recovery from COVID-19 and returned to normalised
hospitality market conditions. Our
international revenue grew by 78% to GBP1.4m as we expanded into
30 export markets, with distribution in
more new territories planned in 2023 and beyond.
Our strategy is firmly on track to deliver against previously
announced scale and profitability ambitions.
We remain fully committed to driving increasing revenue across a
growing range of premium sparkling
and still wine product ranges combined with related experiential
services which will help to further cement
the brand's luxury positioning. Moving towards EBITDA breakeven
is also a key priority for 2023.
The Board
We made several changes to our Board during the year to support
Gusbourne's ongoing growth and
execution of our detailed corporate strategy. I am extremely
pleased to welcome Katharine Berry, who
was appointed as Chief Financial Officer ("CFO") in August 2022
and joined the Board on 21 March 2023.
Two of our Non-Executive Directors retired, and I would like to
thank Andrew Weeber, Gusbourne's
founder, and Paul Bentham for all their dedication, hard work
and contributions to the success of
Gusbourne. Finally, Jon Pollard, Chief Operating Officer, stood
down from the Board but continues in his
Executive role.
The Gusbourne Team
I remain extremely proud of the hard work and dedication shown
by the entire Gusbourne team who
always show up with a winning attitude. No-one reflects this
more prominently than Charlie Holland, our
CEO, who has overseen another year of excellent strategic
progress and remains one of the most talented
and respected winemakers on the world stage.
Outlook
Although the macro-economic outlook remains uncertain with
consumer confidence still fragile, the Board
remains confident in the future success of Gusbourne as a
leading light in the rapidly growing English
fine wine market. We have all the key ingredients in place for
long-term success with great product, great
distribution, and a great team, and very much look forward to
another exciting year ahead.
Jim Ormonde
Chairman
Chief Executive Officer's review
2022 was another year of significant financial, operational and
strategic progress for Gusbourne. Since
our foundation in 2004, Gusbourne has strived to create
England's finest and most celebrated wines, by
leveraging our core assets - an unrelenting focus on quality;
excellent and carefully curated distribution,
our enhanced product portfolio and have taken advantage of the
long-term investments made into land
and planting over the last 20 years. Combined with the ongoing
global appetite for English wine, the
result has been another year of strong revenue growth. The Group
reported GBP6.2m revenue, an increase
of 49% compared to 2021, with all three distribution channels
expanding the customer base both in the
UK and overseas, reinforcing Gusbourne's brand as a leading
light in the dynamic and fast growing English
fine wine sector.
Gross profit margin improved to 59.2% (2021: 55.9%) due to an
improvement in distribution channel and
pricing mix. Our new and wider product mix strategy helped
deliver this improved margin. Operating
costs, especially administration expenses, remain carefully
managed. We continue to invest in the
Gusbourne brand, with discretionary marketing investment to help
support brand awareness and future
sales growth. The combination of good cost discipline and
significant top-line growth meant the Group
achieved a material improvement in our cost to sales ratio. The
Group narrowed its adjusted EBITDA loss
for the year to GBP1.1m (2021: GBP1.5m EBITDA loss).
The continued success of the Group is a testament to the hard
work of the Gusbourne team. Their
dynamism, enthusiasm and dedication are the foundation of our
business and, as always, greatly
appreciated and I thank them all for their ongoing efforts that
are driving Gusbourne forward.
Group vision and growth strategy
The Group's vision is to continue to produce premium quality
vintage wines from grapes grown in our
own vineyards and to promote Gusbourne as a luxury brand. This
is achieved through our ongoing dedication to excellence in all
aspects of our vineyard, winemaking, branding and enhanced by our
chosen
commercial relationships and curated distribution channels.
The Group's growth strategy is based on three strategic
pillars:
-- Growth and development of Gusbourne's luxury brand status :
Maintain and further develop Gusbourne's
luxury brand status, ensuring that the Group's premium quality
and market positioning of its products are
maintained, through our ongoing product portfolio development,
distribution choices and pricing strategy.
-- Developing strong direct relationships with our customers :
Support the continuing strong growth in
DTC sales with online sales and marketing investment, and
offline with planned further investment in
Gusbourne's cellar door operations. These operations enable us
to meet our customers in person and
provide an immersive brand experience, thus creating a more
direct relationship with our customers.
-- Careful expansion of our international trade footprint :
Invest in the continued growth of UK Trade and
International sales to deliver further market penetration in the
UK and overseas.
Land
The Gusbourne business was founded in 2004 by Andrew Weeber with
the first vineyard plantings at
Appledore in Kent. The first wines were released in 2010 to
critical acclaim. In 2013 and 2015, additional
vineyards were planted in both Kent and West Sussex. At the end
of 2022, the group had 93 hectares of
mature planted vineyards. The Group acquired a further 55 of
hectares in Kent during 2022, the majority
of which we plan to plant in 2024. We also plan to plant
additional vineyards on land in Sussex and by
2025 we plan to have a total of approximately 152 hectares of
land under vine. The Group will continue to
look to acquire appropriate land to support our long-term growth
ambitions.
Products
Right from its beginning, Gusbourne's intention has always been
to produce the finest English sparkling
wines. Starting with carefully chosen sites, we use best
practice in establishing and maintaining the
vineyards and conduct green harvests to ensure we achieve the
highest quality grapes for each vintage. A
quest for excellence is at the heart of everything we do. For
our sparkling wine, we blind taste hundreds of
components before finalising our blends and even after the wines
are bottled, they spend extended time
on their lees to add depth and flavour. Once disgorged, extra
cork ageing further enhances complexity.
Our winemaking process remains traditional, but one that is open
to innovation where appropriate. It takes
four years to bring a vineyard into full production and a
further four years to transform those grapes into
Gusbourne's premium sparkling wine.
2022 saw the launch of our luxury cuvee, 51 Degree's North, a
wine that represents the pinnacle of the
Gusbourne range and is positioned alongside the world's finest
sparkling wines. The response from the
wine critics has been extremely positive and we are excited
about the next vintage release of this wine.
Gusbourne also produce a growing range of premium vintage
English still wines which continue to win
prestigious international awards and regularly sellout. We
anticipate further expanding the range of our
still wines, which in line with other comparable still fine
wines are commercially released with less ageing
in our cellars.
Recent awards
We have continued our success in major wine competitions, with
2022 proving our most successful year
ever, winning over 40 medals at national and international
competitions, including 21 gold and platinum
medals, where we are judged against some of the finest wines
from around the world. Particular highlights
include:
-- four trophies, including retaining Estate Winery of the Year
at the WineGB award, the Vintage Sparkling
Wine trophy at the 2022 International Wine Challenge (along with
eleven other medals)
-- thirteen medals (including two golds) at the Decanter World
Wine Awards
-- five gold medals and Best in Class at the Champagne and
Sparkling Wine World Championships
-- the Judges Selection Medal in the prestigious Texsom awards
in the United States in May, and
-- two editor's Choice listings in Wine Enthusiast
Distribution: Three sales channels
Gusbourne has three main sales channels, UK Trade, International
and Direct to Consumer, which all have
delivered significant growth during the year.
-- UK Trade
UK Trade continued its strong progress, net revenue up by 53%
(2021: 177%). The Group has
established new trade accounts across premium hotels and
restaurants, further strengthening its
already high penetration to Michelin star restaurants and 5-star
hotels.
-- International
Our wines are now distributed to 30 countries around the world
as we grow the Gusbourne brand
globally, working with specialist distribution partners.
International sales have continued to thrive
growing by 78% (2021: 23%). The brand has seen particularly
strong momentum in the Nordics, Japan and the US. Continued
investment in sales and marketing has enabled us to develop and
grow existing
markets and expand into exciting new territories with
significant growth potential. The Group expects
to add further countries in 2023.
-- Direct to Consumer
Both wine sales and tour and tasting events based on our cellar
door operations in Kent have
continued to deliver strong growth, with sales up 29% for 2022
compared to 2021.
DTC wine sales grew by 17% reflecting our ongoing investment in
digital marketing through the
creation of rich and engaging content, compelling wine offers
and new and exciting product releases.
DTC remains a key strategic direction for Gusbourne as we
continue to develop our online and digital
presence. Tour and tasting events at Gusbourne's successful
cellar door facility in Kent (the Nest),
are now in their sixth full year of operation. Situated amongst
our vineyards and winery operations
in Kent, this facility offers an immersive experience allowing
us to fully engage with our customers,
encouraging them to enjoy the vineyards, visit the winery and
taste our wines in a beautiful setting.
Tour and tasting events income based on our cellar door
operations has been particularly robust, with
a growth of 70% to GBP0.53m from GBP0.31m. We continue to
improve and expand these services, having
carried out reconfiguration of space at the Nest, providing
capacity for more visitors to have a unique
and unforgettable experience.
2022 Harvest
We anticipate the wines from the 2022 harvest to be among some
of the best we have produced, ranking
alongside the excellent 2014, 2016, 2018 and 2020. We harvested
one of our biggest yields to date, which
is crucially important, but it is the high quality of the fruit
which particularly excites us.
The 2022 growing season was nearly perfect, dominated by warm,
dry weather in which the vineyards
thrived. The team's careful management of the vines throughout
the summer, which included two heatwaves
and a rigorous quality-controlling green harvest, meant that the
fruit quality and quantity was superb.
The resulting sparkling wines will be bottled during the summer
of 2023, further adding to our inventory
levels for sale in future years.
The English wine market
The English wine market remains highly dynamic and has continued
to see significant growth, in terms of
supply, demand by UK consumers and demand in international
markets. This is an exciting time for English
wines, with brands like Gusbourne at the forefront of the
creation of a fine wine market and putting the
UK on the global stage.
Data from WineGB, the industry body for the English wine trade,
reports plantings have increased by
70% over the last five years, with Chardonnay, Pinot Noir and
Pinot Meunier the most significant varietals.
Sparkling wines account for approximately 70% of total
production and still wines 30%.
Sales of UK wine in the UK market are over nine million bottles,
with a growing presence of UK wines in the
exports markets. Key exports markets for the industry are
Norway, USA, Sweden, Japan and Hong Kong.
Gusbourne has a strong presence in all of these markets, with
significant further growth potential ahead.
Current trading and outlook
The macro-economic environment remains complex including the
effect of the Russia-Ukraine war, with consumer confidence affected
by inflationary pressures in many markets. At the same time,
consumer interest in Gusbourne wine and English wine generally
continues to grow across the globe. Against this backdrop, we
remain confident about Gusbourne's future prospects and expect to
deliver another year of strong growth across all our distribution
channels. Gusbourne has the benefit of increased supply and
inventories from the expansion
of the land planted in recent years and the ongoing expansion of
its international presence. The increased
revenue base combined with anticipated improvement in gross
margin and cost discipline is expected to
see the Group move towards EBITDA breakeven for the current
financial year. Longer-term, increases in
production from new vineyards are anticipated to drive further
revenue growth and margin improvement
through scale.
Charlie Holland
Chief Executive
Chief Financial Officer's review
Net revenue and adjusted EBITDA - 5 year summary
Years ended 31 December 2018 2019 2020 2021 2022
======== ======== ======== ========
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
================================================ ======== ======== ======== ======== =======
Net revenue* 1,261 1,653 2,109 4,191 6,243
================================================ ======== ======== ======== ======== =======
Cost of sales (560) (735) (879) (1,847) (2,546)
================================================ ======== ======== ======== ======== =======
Gross profit 701 918 1,230 2,344 3,697
================================================ ======== ======== ======== ======== =======
Sales and marketing expenses (914) (1,389) (1,478) (2,460) (3,479)
================================================ ======== ======== ======== ======== =======
Administration expenses ** (694) (814) (1,073) (1,336) (1,349)
================================================ ======== ======== ======== ======== =======
Adjusted EBITDA (loss)/profit*** (907) (1,285) (1,321) (1,452) (1,131)
================================================ ======== ======== ======== ======== =======
Aborted planning and capital expenditure
write-off - - - - (132)
================================================ ======== ======== ======== ======== =======
Fair value movement in biological
produce 125 (172) (221) (704) (239)
================================================ ======== ======== ======== ======== =======
EBITDA**** (782) (1,457) (1,542) (2,156) (1,502)
================================================ ======== ======== ======== ======== =======
Net revenue annual growth % 26.4% 31.1% 27.6% 98.7% 49.0%
================================================ ======== ======== ======== ======== =======
Net revenue 5 year CAGR 30.7% 34.8% 45.6% 44.3%
================================================ ======== ======== ======== ======== =======
Gross profit % 55.6% 55.5% 58.3% 55.9% 59.2%
================================================ ======== ======== ======== ======== =======
Sales and marketing % 72% 84% 70% 59% 56%
================================================ ======== ======== ======== ======== =======
Administration expenses % 55% 49% 51% 32% 22%
================================================ ======== ======== ======== ======== =======
Adjusted EBITDA (loss)/profit % - 72% - 78% - 63% - 35% -18%
================================================ ======== ======== ======== ======== =======
* Net revenue represents revenue after deducting excise duties
** Excluding depreciation
** Adjusted EBITDA means profit/(loss)from operations before aborted
planning and capital expenditure write-off, fair value movement in biological
produce, interest, tax, depreciation and amortisation.
**** EBITDA means profit from operations/(loss from operations) before
interest, tax, depreciation and amortisation.
Net revenue by distribution channel - 5 year summary
Years ended 31 December 2018 2019 2020 2021 2022 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 % Growth % Growth
=== ========================= ========== ========= ========= ========= ========= ========== ============
Net revenue
Direct to Consumer
(DTC)* 144 299 586 1,016 1,185 16.5 73.4
=============================== ========= ========= ========= ========= ========= ========== ==========
UK Trade 827 934 721 1,997 3,058 53.2 177.0
=============================== ========= ========= ========= ========= ========= ========== ==========
International 179 292 634 781 1,391 78.0 23.2
=============================== ========= ========= ========= ========= ========= ========== ==========
Net wine sales 1,150 1,525 1,941 3,795 5,634 48.5 95.5
=============================== ========= ========= ========= ========= ========= ========== ==========
Tour and related income
(DTC)* 43 71 90 309 525 69.9 242.3
=============================== ========= ========= ========= ========= ========= ========== ==========
Other Income 68 57 78 87 84 -3.4 11.5
=============================== ========= ========= ========= ========= ========= ========== ==========
Total net revenue 1,261 1,653 2,109 4,191 6,243 49.0 98.7
=============================== ========= ========= ========= ========= ========= ========== ==========
Percentages of total net revenue
Direct to Consumer
(DTC) 14.8% 22.4% 32.1% 31.6% 27.4%
=============================== ========= ========= ========= ========= ========= ========== ==========
UK Trade 65.6% 56.5% 34.2% 47.6% 49.0%
=============================== ========= ========= ========= ========= ========= ========== ==========
International 14.2% 17.7% 30.1% 18.6% 22.3%
=============================== ========= ========= ========= ========= ========= ========== ==========
Other Income 5.4% 3.4% 3.7% 2.1% 1.3%
=============================== ========= ========= ========= ========= ========= ========== ==========
Total 100.0% 100.0% 100.0% 100.0% 100.0%
=============================== ========= ========= ========= ========= ========= ========== ==========
*DTC total net revenue GBP1,710,000 (2021: GBP1,325,000), 29%
growth versus prior year (2021: 96%)
Net revenue
Net revenue for the year was up by 49% (2021: 99%) to GBP6.24m
(2021: GBP4.19m, 2020: GBP2.11m and 2019 :
GBP1.65m), reflecting continued robust sales growth across our
three main distribution channels:
-- UK Trade sales grew by 53% to GBP3.06m. UK Trade sales
represent 49% (2021: 48%) of net revenue.
The Group has established new trade accounts across premium
hotels and restaurants to support the
Gusbourne brand;
-- Direct to consumer net revenue which includes tours and
related cellar door operations in Kent grew
by 29% to GBP1.71m. DTC represents 27% (2021: 32%) of net
revenue for the year. Revenues from tours and
experiences have increased by 70% compared to 2021 and our
Gusbourne Reserved customer base
increased by over 45%; and
-- International sales grew by 78% (2021: 23%) to GBP1.39m
(2021: GBP0.78m) and represented 22% of total net
revenue (2021: 19%).
Gross profit
The gross profit margin on net revenue increased to 59.2% (2021:
55.9%), largely due to distribution
channel and pricing mix factors. Gross profit margin is one of
the main KPI's of the Group which it aims to
maintain and enhance, and which derives from a number of key
variables:
-- The historic cost of wine inventories, based on production
costs up to four years prior to sale;
-- The sales distribution mix, with DTC generally at higher
margins at gross profit level than the other two
main channels;
-- The product distribution mix with more premium product
offerings now being introduced and further
enhancing overall gross margins;
-- Selected inflationary price adjustments to recover the
Group's own increasing costs, where and when
appropriate; and
-- Direct distribution costs
These variables are monitored and optimized as part of the
Group's forward planning to maintain and
enhance its gross profit margins.
Adjusted EBITDA loss
The Group narrowed its adjusted EBITDA operating loss for the
year to GBP1.1m (2021: GBP1.5m). This was after
charging sales and marketing expenses of GBP3.5m (2021: GBP2.5m)
and administrative expenses of GBP1.3m
(2021: GBP1.3m).
Administrative expenses have remained relatively unchanged over
the year. Sales and marketing expenses
have increased by GBP1.0m over the year and continue to include
key planned elements of discretionary
investment spend to support the ongoing brand development and
the potential longer-term sales growth
of the Group.
Sales and marketing costs as a percentage of net revenue has
continued to decline in recent years and
represented 56% of net revenue for the year, down from 59% in
2021. It is expected that these costs will
continue to decline as a percentage of net revenue over the
coming years.
GBP132,000 costs were written-off in relation to planning and
capital expenditure pre-pandemic which has
been aborted.
Finance expenses
Finance expenses for the year amounted to GBP0.5m (2021:
GBP0.8m) and reflect the interest expense on
the Group's long-term secured debt from PNC together with the
amortisation of bank transaction costs.
The prior year charge included the discount expense of
short-term deep discount bonds which were
converted into equity or repaid in that year.
Tax
The Group reported a tax credit of GBP74,000 (2021: nil)
relating to research and development tax credits. At
31 December 2022, the Group had tax loses available to carry
forward of GBP20.7m (2021: GBP17.7m).
Earnings per share
The Group reported a basic loss per share of 4.17 pence (2021:
7.29 pence).
Key Performance Indicators
Balance Sheet assets* - 5 year summary
Years ended 31 December 2018 2019 2020 2021 2022
======= ======= ======= =======
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
======================== ======= ======= ======= ======= =======
Assets
Freehold land and buildings 6,488 6,383 6,263 6,134 7,830
======================================== ====== ====== ====== ======= =======
Right of use assets - 2,068 2,022 1,976 1,930
======================================== ====== ====== ====== ======= =======
Vineyards 3,289 3,144 3,004 2,858 2,712
======================================== ====== ====== ====== ======= =======
Plant, machinery and other equipment 1,757 1,636 1,504 1,375 1,726
======================================== ====== ====== ====== ======= =======
Other receivables 97 90 38 32 16
======================================== ====== ====== ====== ======= =======
Total non current assets 11,631 13,321 12,831 12,375 14,214
======================================== ====== ====== ====== ======= =======
Inventories 5,282 7,463 9,325 10,638 12,579
======================================== ====== ====== ====== ======= =======
Trade and other receivables 496 707 869 1,275 1,291
======================================== ====== ====== ====== ======= =======
Trade and other payables (483) (752) (769) (1,118) (1,500)
======================================== ====== ====== ====== ======= =======
Working capital 5,295 7,418 9,425 10,795 12,370
======================================== ====== ====== ====== ======= =======
Total operating assets 16,926 20,739 22,256 23,170 26,584
======================================== ====== ====== ====== ======= =======
Cash 1,311 1,009 262 3,128 269
======================================== ====== ====== ====== ======= =======
Goodwill 1,007 1,007 1,007 1,007 1,007
======================================== ====== ====== ====== ======= =======
Total assets 19,244 22,755 23,525 27,305 27,860
======================================== ====== ====== ====== ======= =======
Balance Sheet liabilities and equity*
Years ended 31 December 2018 2019 2020 2021 2022
======= ======= ======= =======
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
======================== ======= ======= ======= ======= =======
Debt
PNC Business Credit (Asset finance
facilities) - - 6,613 9,326 12,373
======================================= ======= ======== ====== ====== ======
Other bank debt 2,173 2,058 - - -
======================================= ======= ======== ====== ====== ======
3 , 0 0
Deep discount bonds 2,761 1 5,132 - -
======================================= ======= ======== ====== ====== ======
Short term debt - 3,379 544 - -
======================================= ======= ======== ====== ====== ======
Lease liabilities - 2,123 2,108 2,094 2,078
======================================= ======= ======== ====== ====== ======
Total debt 4,934 10,561 14,397 11,420 14,451
======================================= ======= ======== ====== ====== ======
Equity 14,310 12,194 9,128 15,885 13,409
======================================= ======= ======== ====== ====== ======
Total liabilities 19,244 22,755 23,525 27,305 27,860
======================================= ======= ======== ====== ====== ======
* Excluding trade and other payables
Balance Sheet
The Group's balance sheet reflects the long-term nature of the
sparkling wine industry and the important
investments that have already been made to support the long-term
growth ambitions of the Group.
The production of premium quality wine from new vineyards is, by
its very nature, a long-term project
of at least ten years. It takes around two years to select and
prepare optimal vineyard sites and order
the appropriate vines for planting. It takes a further four
years from planting to bring a vineyard into
full production and a further four years to transform these
grapes into Gusbourne's premium sparkling
wine. This requires capital expenditure on vineyards and related
property, plant and equipment as well as
significant working capital to support inventories over the long
production cycle.
The total assets employed in the business at 31 December 2022
was GBP27.9m (2021: GBP27.3m) represented by
the following principle operating assets:
Fixed assets
-- 196 hectares of Freehold land and buildings of GBP7.8m (2021:
GBP6.1m) - with buildings at cost less
depreciation
-- 93 hectares of mature vineyards of GBP2.7m (2021: GBP2.9m) -
at cost less depreciation
-- Plant, machinery and other equipment of GBP1.7m (2021:
GBP1.4m) - at cost less depreciation
-- Right of use assets (under IFRS 16) of GBP1.9m (2021:
GBP2.0m)
Inventories
Inventories at 31 December 2022 at the lower of cost and net
realisable value amounted to GBP12.6m (2021:
GBP10.6m). These inventories represent wine in its various
stages of production from wine in tank from the
last harvest to the finished products which take around four
years to produce. These additional four years
reflect the time it takes to transform our high-quality grapes
into Gusbourne's premium sparkling wine.
An important point to note is that these wine inventories
already include the wine (at its various stages
of production) to support sales planned for the next four years.
The anticipated underlying surplus of
net realisable value over the cost of these wine inventories,
which is not reflected in these accounts, will
become an increasingly significant factor of the Group's asset
base as these inventories continue to grow.
Cash flow
The Group's operating cash outflow flow for the year was GBP2.9m
(2021: GBP3.3m). This represented an
Adjusted EBITDA loss of GBP1.1m (2021: GBP1.5m loss) and net
working capital outflows (mostly an increase in
wine inventories) of GBP1.8m (2021: GBP1.8m).
Capital expenditure was GBP2.5m for 2022 (2021: GBP0.2m) and
included the purchase of an additional 55
hectares of freehold land in Kent (GBP1.7m), plant and machinery
(GBP0.7m) and building improvements
(GBP0.1m).
The capital expenditure was financed by the Group's own cash
resources and the working capital was
financed by additional drawings from the PNC facility.
Financing and net debt
At 31 December 2022 the Group's total assets of GBP27.9m (2021:
GBP27.3m) were financed by:
-- Shareholder's equity of GBP13.4m (2021: GBP15.9m).
-- Long term secured debt from PNC of GBP12.4m (2021: GBP9.3m).
The PNC facilities are provided on a revolving
basis over a minimum period of 5 years to 12 August 2027 and
allow flexible drawdown and repayments in
line with the Group's working capital requirements. On 15 August
2022 these asset-based lending facilities
were extended by an additional GBP6.0m from the existing
GBP10.5m to GBP16.5m. The interest rate is at the annual
rate of 2.50% per cent (2021: 2.75 per cent) over Sterling
Overnight Index Average ("SONIA"), (2021: Bank
of England Base Rate). Further details are shown in note 8.
-- Lease liabilities under IFRS 16 of GBP2.1m (2021:
GBP2.1m).
At 31 December 2022, the Group's net debt (PNC facility less
Cash, excluding IFRS16 lease liabilities)
amounted to GBP12.1m (2021:GBP6.2m).
Katharine Berry
Chief Financial Officer
Consolidated statement of comprehensive income for the year
ended 31 December 2022
Year ended Year ended
============================================
31 December 31 December
2022 2021
Note GBP'000 GBP'000
============================================ ==== =========== ===========
Revenue 6,858 4,613
============================================ ==== =========== ===========
Excise duties (615) (422)
============================================ ==== =========== ===========
Net revenue 6,243 4,191
============================================ ==== =========== ===========
Cost of sales (2,546) (1,847)
============================================ ==== =========== ===========
Gross profit 3,697 2,344
============================================ ==== =========== ===========
Fair value movement in biological produce (239) (704)
============================================ ==== =========== ===========
Administrative expenses (5,561) (4,396)
============================================ ==== =========== ===========
Loss from operations (2,103) (2,756)
============================================ ==== =========== ===========
Finance expenses (496) (817)
============================================ ==== =========== ===========
Loss before tax (2,599) (3,573)
============================================ ==== =========== ===========
Tax credit 74 -
============================================ ==== =========== ===========
Loss and total comprehensive for the year
attributable to owners of the parent (2,525) (3,573)
============================================ ==== =========== ===========
Loss per share attributable to the ordinary
equity holders of the parent:
============================================ ==== =========== ===========
Basic (pence) 4 (4.17) (7.29)
============================================ ==== =========== ===========
Diluted (pence) 4 (4.17) (7.29)
============================================ ==== =========== ===========
Consolidated statement of financial position at 31 December
2022
31 December 31 December
2022 2021
Note GBP'000 GBP'000
============================== ====== =========== ===========
Assets
============================== ====== =========== ===========
Non-current assets
============================== ====== =========== ===========
Intangibles 1,007 1,007
============================== ====== =========== ===========
Property, plant and equipment 5 14,198 12,343
============================== ====== =========== ===========
Other receivables 16 32
============================== ====== =========== ===========
15,221 13,382
============================== ====== =========== ===========
Current assets
============================== ====== =========== ===========
Biological Produce 6 - -
============================== ====== =========== ===========
Inventories 7 12,579 10,638
============================== ====== =========== ===========
Trade and other receivables 1,291 1,275
============================== ====== =========== ===========
Cash and cash equivalents 269 3,128
============================== ====== =========== ===========
14,139 15,041
============================== ====== =========== ===========
Total assets 29,360 28,423
============================== ====== =========== ===========
Liabilities
============================== ====== =========== ===========
Current liabilities
============================== ====== =========== ===========
Trade and other payables (1,500) (1,118)
============================== ====== =========== ===========
Lease liabilities 9 (84) (89)
============================== ====== =========== ===========
(1,584) (1,207)
============================== ====== =========== ===========
Non-current liabilities
============================== ====== =========== ===========
Loans and borrowings 8 (12,373) (9,326)
============================== ====== =========== ===========
Lease liabilities 9 (1,994) (2,005)
============================== ====== =========== ===========
(14,367) (11,331)
============================== ====== =========== ===========
Total liabilities (15,951) (12,538)
============================== ====== =========== ===========
Net assets 13,409 15,885
============================== ====== =========== ===========
Issued capital and reserves attributable to owners of the parent
=======================================================================
Share capital 10 12,191 12,190
=================================== ==== ============= =============
Share premium 21,144 21,103
=================================== ==== ============= =============
Merger reserve (13) (13)
=================================== ==== ============= =============
Share option reserve 7 -
=================================== ==== ============= =============
Retained earnings (19,920) (17,395)
=================================== ==== ============= =============
Total equity 13,409 15,885
=================================== ==== ============= =============
Consolidated statement of cash flows for the year ended 31
December 2022
31 December 31 December
2022 2021
Note GBP'000 GBP'000
============================================== ====== =========== ===========
Cash flows from operating activities
============================================== ====== =========== ===========
Loss for the year before tax (2,599) (3,573)
============================================== ====== =========== ===========
Adjustments for:
============================================== ====== =========== ===========
Depreciation of property, plant and equipment 5 601 599
============================================== ====== =========== ===========
Sale of property, plant and equipment (28) -
============================================== ====== =========== ===========
Finance expense 496 817
============================================== ====== =========== ===========
Fair value movement in biological produce 6 239 704
============================================== ====== =========== ===========
Equity share options issued 7 -
============================================== ====== =========== ===========
Increase in trade and other receivables 74 (318)
============================================== ====== =========== ===========
Increase in inventories (2,049) (1,886)
============================================== ====== =========== ===========
Increase in trade and other payables 385 349
============================================== ====== =========== ===========
Cash outflow from operations (2,874) (3,308)
============================================== ====== =========== ===========
Investing activities
============================================== ====== =========== ===========
Purchases of property, plant and equipment,
excluding vineyard establishment 5 (2,502) (195)
============================================== ====== =========== ===========
Sale of property, plant and equipment 28 -
============================================== ====== =========== ===========
Net cash from investing activities (2,474) (195)
============================================== ====== =========== ===========
Financing activities
============================================== ====== =========== ===========
Revolving facility repayments (4,547) (2,944)
============================================== ====== =========== ===========
Revolving facility drawdowns 7,620 5,584
============================================== ====== =========== ===========
Repayment of lease liabilities (101) (99)
============================================== ====== =========== ===========
Interest paid (456) (289)
============================================== ====== =========== ===========
Loan issue costs (66) (20)
============================================== ====== =========== ===========
Issue of ordinary shares 10 46 5,715
============================================== ====== =========== ===========
Share issue expense (7) (359)
============================================== ====== =========== ===========
Repayment of deep discount bonds - (1,219)
============================================== ====== =========== ===========
Net cash from financing activities 2,489 6,369
============================================== ====== =========== ===========
Net increase/(decrease) in cash and
cash equivalents (2,859) 2,866
============================================== ====== =========== ===========
Cash and cash equivalents at the beginning
of the year 3,128 262
============================================== ====== =========== ===========
Cash and cash equivalents at the end
of the year 269 3,128
============================================== ====== =========== ===========
Consolidated statement of changes in equity for the year ended
31 December 2022
Total
attributable
Share to equity
Share Share Merger option Retained holders
Capital premium reserve reserve earnings of parent
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
=================== ============== ============== ============== ============== ============== =================
1 January 2021 12,048 10,915 (13) - (13,822) 9,128
=================== ============== ============== ============== ============== ============== =================
Comprehensive
loss
for the year - - - - (3,573) (3,573)
=================== ============== ============== ============== ============== ============== =================
Share issue 142 10,547 - - - 10,689
=================== ============== ============== ============== ============== ============== =================
Share issue
expenses - (359) - - - (359)
=================== ============== ============== ============== ============== ============== =================
31 December
2021 12,190 21,103 (13) - (17,395) 15,885
------------------- -------------- -------------- -------------- -------------- -------------- -----------------
1 January 2022 12,190 21,103 (13) - (17,395) 15,885
========================== =========== =========== ========= ====== ============= ============
Comprehensive loss
for the year - - - - (2,525) (2,525)
========================== =========== =========== ========= ====== ============= ============
Share issue 1 48 - - - 49
========================== =========== =========== ========= ====== ============= ============
Share issue expenses - (7) - - - (7)
========================== =========== =========== ========= ====== ============= ============
Equity share options
issued - - - 7 - 7
========================== =========== =========== ========= ====== ============= ============
31 December 2022 12,191 21,144 (13) 7 (19,920) 13,409
-------------------------- ----------- ----------- --------- ------ ------------- ------------
1 Accounting policies
Gusbourne PLC (the "Company") is a company incorporated and
domiciled in the United Kingdom and quoted on the London Stock
Exchange's AIM market. The consolidated financial statements of the
Group for the year ended 31 December 2022 comprise the Company and
its subsidiaries (together referred to as the "Group").
Basis of preparation
The financial information does not constitute the Group's
financial statements for the years ended 31 December 2021 or 31
December 2022 within the meaning of section 435 of the Companies
Act 2006 but is derived from those financial statements. Financial
statements for the year ended 31 December 2021 have been delivered
to the Registrar of Companies and those for the year ended 31
December 2022 will be delivered following the Company's Annual
General Meeting. The auditors' reports on both the 31 December 2021
and 31 December 2022 financial statements were unqualified and did
not contain statements under section 498 (2) or (3) of the
Companies Act 2006.
The Group's consolidated financial statements and the Company's
financial statements have been prepared in accordance with UK
adopted international accounting standards.
The following accounting policies have been applied consistently
in dealing with items which are considered material in relation to
the Group's financial statements.
The financial statements are presented in pounds sterling. They
have been prepared on the historical cost basis except that
biological produce is stated at fair value.
Going concern
The consolidated financial statements have been prepared on a
going concern basis in accordance with UK adopted international
accounting standards.
In coming to their conclusion the Directors have considered the
Group's profit and cash flow based on the Group's approved 3 year
plans for the period of at least 12 months from the date these
financial statements were approved.
The Directors have considered a scenario in which the only cash
available is from existing resources and committed facilities and
planned but not yet committed capital expenditure is deferred. As
at 31 December 2022 GBP16.5m was available to the Group, of which
GBP4.2m was unutilised; represented by cash in hand and at bank of
GBP0.3m and undrawn funds from the Group's asset-based lending
facility of GBP3.9m. Under this scenario the available lending
facilities and cash held at bank, cover working capital
requirements without the need for an increased lending
facility.
In coming to their going concern conclusion, and in the light of
the uncertainty due to current economic conditions, the Directors
have also run various downside "stress test" scenarios. These
scenarios assess the impact of potential worsening economic
conditions on the Group over the next 12 months and in particular a
reduction of 20% of gross sales from that included within the Group
3-year plan. These stress tests indicate the Group can withstand
this ongoing adverse impact on revenues and cashflow for at least
the next 12 months. Under this scenario the directors have modelled
the impact of certain additional cost mitigation actions, in
relation to variable and discretionary costs. The directors believe
that sufficient cost savings could be achieved from reducing sales
and marketing and administrative costs and reducing capital
expenditure to enable the Group to continue as a going concern for
the next 12 months without any reduction in the forecasted spend on
the winery and vineyard production costs. Under this scenario, the
Group could continue to operate within the available lending
facilities and cash held at bank without the need for an increased
lending facility.
IFRS 16 Leases
The Group has entered into a number of long term leases in
respect of land and buildings in West Sussex on which the Group has
planted vineyards. The leases have a remaining life of 42 and 47
years.
Lease liabilities are measured at the present value of the
contractual payments due to the lessor over the lease term, with
the discount rate determined by reference to the rate inherent in
the lease unless this is not readily determinable, in which case
The Group's incremental borrowing rate on commencement of the lease
is used. Variable lease payments are only included in the
measurement of the lease liability if they depend on an index or
rate. In such cases, the initial measurement of the lease liability
assumes the variable element will remain unchanged throughout the
lease term. Other variable lease payments are expensed in the
period to which they relate.
Right-of-use assets are initially measured at the amount of the
lease liability.
Subsequent to initial measurement lease liabilities increase as
a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use
assets are amortised on a straight-line basis over the remaining
term of the leases. When the Group revises its estimate of the term
of any lease (because, for example, it reassesses the probability
of a lessee extension or termination option being exercised), it
adjusts the carrying amount of the lease liability to reflect the
payments to make over the revised term, which are discounted at the
same discount rate that applied on lease commencement. The carrying
value of lease liabilities is similarly revised when the variable
element of future lease payments dependent on a rate or index is
revised. In both cases an equivalent adjustment is made to the
carrying value of the right-of-use asset, with the revised carrying
amount being amortised over the remaining (revised) lease term.
Basis of consolidation
The Group's financial statements consolidate the financial
statements of the Company and its subsidiary undertakings.
Subsidiaries are entities controlled by the Company. Control exists
when the Company has the power, directly or indirectly, to govern
the financial and operating policies of an entity so as to obtain
benefits from its activities and the ability to use its power over
the investee to affect the amounts of the Group's returns and which
generally accompanies interest of more than one half of the voting
rights. In assessing control, potential voting rights that
presently are exercisable or convertible are taken into account.
The results of any subsidiaries sold or acquired are included in
the Group income statement up to, or from, the date control passes.
Intra-Group sales and profits are eliminated fully on
consolidation.
On acquisition of a subsidiary, all of the subsidiary's
separable, identifiable assets and liabilities existing at the date
of acquisition are recorded at their fair values reflecting their
condition at that date. On disposal of a subsidiary, the
consideration received is compared with the carrying cost at the
date of disposal and the gain or loss is recognised in the income
statement. The excess of the cost of acquisition over the fair
value of the Group's share of the identifiable net assets is
recorded as goodwill. Intercompany transactions, balances and
unrealised gains on transactions between group companies are
eliminated. Subsidiaries' results are amended where necessary to
ensure consistency with the policies adopted by the Group.
Revenue
The majority of the group's revenue is derived from selling
goods with revenue recognised at a point in time when control of
the goods has transferred to the customer. This is generally when
the goods are delivered to the customer. However, for export sales,
control might also be transferred when the goods are dispatched by
the Group or delivered either to the port of departure or port of
arrival, depending on specific terms of the contract with a
customer. There is limited judgement needed in identifying the
point control passes: once physical delivery of the products to the
agreed location has occurred, the group no longer has physical
possession, usually will have a present right to payment and
retains none of the significant risks and rewards of the goods in
question.
All of the Group's revenue is derived from fixed price contracts
and therefore the amount of revenue to be earned from each contract
is determined by reference to those fixed prices.
For all contracts there is a fixed unit price for each product
sold. Therefore, there is no judgement involved allocating the
contract price to each unit ordered in such contracts (it is the
number of units multiplied by the fixed unit price for each product
sold). Where a customer orders more than one product line, the
Group is able to determine the split of the total contract price
between each product line by reference to each product's standalone
selling prices (all product lines are capable of being, and are,
sold separately).
Revenue from vineyard tours and tastings is recognised on the
date on which the tour or tasting takes place.
Net revenue is revenue less excise duties. The Group incurs
excise duties in the United Kingdom and is a production tax which
becomes payable once the Group's products are removed from bonded
premises and are not directly related to the value of revenue. It
is not included as a separate item on invoices issued to customers.
Where a customer fails to pay for the Group's products the Group
cannot reclaim the excise duty. The Group therefore recognises
excise duty as a cost of the Group.
Financial assets
Debt instruments at amortised cost
These assets are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They
arise principally through the provision of goods to customers (e.g.
trade receivables), but also incorporate other types of contractual
monetary asset. They are initially recognised at fair value plus
transaction costs that are directly attributable to their
acquisition or issue, and are subsequently carried at amortised
cost using the effective interest rate method, less provision for
impairment. The financial assets meet the SPPI test and are held in
a 'hold to collect' business model and therefore classified at
amortised cost.
Impairment provisions for current and non-current trade
receivables are recognised based on the simplified approach within
IFRS 9 using a provision matrix in the determination of the
lifetime expected credit losses. During this process the
probability of the non-payment of the trade receivables is
assessed. This probability is then multiplied by the amount of the
expected loss arising from default to determine the lifetime
expected credit loss for trade receivables. The historical loss
rates are adjusted for current and forward looking information
relevant to the Group's customers.
For trade receivables, which are reported net, such expected
credit losses are recognised within administrative expenses in the
consolidated statement of comprehensive income. On confirmation
that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated
provision.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held
at call with banks, other short term highly liquid investments with
original maturities of three months or less.
Financial liabilities
Borrowings
Borrowings are initially recognised at fair value net of any
transaction costs directly attributable to the loan. They are
subsequently measured at amortised cost with interest charged to
the statement of comprehensive income based on the effective
interest rate of the borrowings.
Warrants
Warrants issued to shareholders as part of an equity fund raise
are accounted for as equity instruments. Details of Warrants are
shown in note 10.
Trade and other payables
Comprises trade payables and other short-term monetary
liabilities, which are initially recognised at fair value and
subsequently carried at amortised cost using the effective interest
method.
Share capital
Financial instruments issued by the Group are classified as
equity only to the extent that they do not meet the definition of a
financial liability. The Group's ordinary shares are classified as
equity instruments.
Deferred taxation
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability in the consolidated
statement of financial position differs from its tax base, except
for differences arising on:
-- the initial recognition of goodwill;
-- the initial recognition of an asset or liability in a
transaction which is not a business combination and at the time of
the transaction affects neither accounting or taxable profit;
and
-- investments in subsidiaries and jointly controlled entities
where the Group is able to control the timing of the reversal of
the difference and it is probable that the difference will not
reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profit will be
available against which the difference can be utilised.
The amount of the asset or liability is determined using tax
rates that have been enacted or substantively enacted by the
reporting date and are expected to apply when the deferred tax
liabilities/(assets) are settled/ (recovered).
Deferred tax assets and liabilities are offset when the Group
has a legally enforceable right to offset current tax assets and
liabilities and the deferred tax assets and liabilities relate to
taxes levied by the same tax authority on either:
-- the same taxable group company; or
-- different group entities which intend either to settle
current tax assets and liabilities on a net basis, or to realise
the assets and settle the liabilities simultaneously, in each
future period in which significant amounts of deferred tax assets
or liabilities are expected to be settled or recovered.
Intangible Assets
Goodwill
Goodwill arises where a business is acquired and a higher amount
is paid for that business than the fair value of the assets and
liabilities acquired. Transaction costs attributable to
acquisitions are expensed to the income statement.
Goodwill is recognised as an asset in the statement of financial
position and is not amortised but is subject to an annual
impairment review. Impairment occurs when the carrying value of
goodwill is greater than the recoverable amount which is the higher
of the value in use and fair value less disposal costs. The present
value of the estimated future cash flows from the separately
identifiable assets, termed a 'cash generating unit' is used to
determine the fair value less cost of disposal to calculate the
recoverable amount. The Group prepares and approves formal long
term business plans for its operations which are used in these
calculations.
Brand
Brand names acquired as part of acquisitions of businesses are
capitalised separately from goodwill as intangible assets if their
value can be measured reliably on initial recognition and it is
probable that the expected future economic benefits that are
attributable to the asset will flow to the Group.
Brand names have been assessed as having an indefinite life and
are not amortised but are subject to an annual impairment review.
Impairment occurs when the carrying value of the brand name is
greater than the present value of the estimated future cash
flows.
Property, plant and equipment
Items of property, plant and equipment are initially recognised
at cost. As well as the purchase price, cost includes directly
attributable costs.
Freehold land is not depreciated.
Vineyard establishment represents the expenditure incurred to
plant and maintain new vineyards until the vines reach
productivity. Once the vineyards are productive the accumulated
cost is transferred to mature vineyards and depreciated over the
expected useful economic life of the vineyard. Vineyard
establishment is not depreciated.
Depreciation is provided on all other items of property, plant
and equipment so as to write off their carrying value over their
expected useful economic lives. It is provided at the following
rates:
4% per annum straight
line
5-25% per annum straight
Freehold buildings line
Plant, machinery and motor 33% per annum straight
vehicles line
Computer equipment 4% per annum straight
Mature vineyards line
-------------------------------- ------------------------------
The carrying value of property, plant and equipment is reviewed
for impairment when events or changes in circumstances indicate
that the carrying value may not be recoverable.
Biological assets and produce
Agricultural produce is accounted for under IAS 41 Agriculture.
Harvesting of the grape crop is ordinarily carried out in October.
The grapes are therefore measured at fair value less costs to sell
in accordance with IAS 41 with any fair value gain or loss shown in
the consolidated statement of comprehensive income. The fair value
of grapes is determined by reference to estimated market prices at
the time of harvest. Generally there is no readily obtainable
market price for the Group's grapes because they are not sold on
the open market, therefore management set the values based on their
experience and knowledge of the sector including past purchase
transactions. This measurement of fair value less costs to sell is
the deemed cost of the grapes that is transferred into inventory
upon harvest.
Under IAS 41, the agricultural produce is also valued at the end
of each reporting period, with any fair value gain or loss shown in
the consolidated statement of comprehensive income. Bearer plants
are accounted for under IAS 16 and are held at cost.
Inventories
Inventories are initially recognised at cost, and subsequently
at the lower of cost and net realisable value. Cost comprises all
costs of purchase, costs of conversion and other costs, including
depreciation on right of use assets and interest on lease
liabilities, incurred in bringing the inventories to their present
location and condition. Grapes grown in the Group's vineyards are
included in inventory at fair value less costs to sell at the point
of harvest which is the deemed cost for the grapes.
Weighted average cost is used to determine the cost of
ordinarily interchangeable items.
Leased assets
All leases are accounted for by recognising a right-of-use asset
and a lease liability except for leases of low value assets and
leases with an expected full term of 12 months or less.
Lease liabilities are measured at the present value of the
unpaid contractual payments over the expected lease term, with the
discount rate determined by reference to the rate inherent in the
lease unless (as is typically the case) this is not readily
determinable, in which case the Group's incremental borrowing rate
on commencement of the lease is used. On initial recognition, the
carrying value of the lease liability also includes amounts
expected tobe payable under any residual value guarantee; the
exercise price of any purchase option granted in favour of the
Group if it is reasonably certain to exercise that option; and any
penalties payable for terminating the lease, if the term of the
lease has been estimated on the basis of termination option being
exercised.
Right-of-use assets are initially measured at the amount of the
lease liability, reduced for any lease incentives received, and
increased for lease payments made at or before commencement of the
lease and initial direct costs incurred.
Subsequent to initial measurement, lease liabilities increase as
a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use
assets are amortised on a straight-line basis over the remaining
term of the lease or over the remaining economic life of the asset
if this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease, it
adjusts the carrying amount of the lease liability to reflect the
payments to make over the revised term, which are discounted at a
revised discount rate that is implicit in the lease for the
remainder of the lease term. The carrying value of lease
liabilities is similarly revised if any variable element of future
lease payments dependent on a rate or index is revised. In both
cases, an equivalent adjustment is made to the carrying value of
the right-of-use asset, with the revised carrying amount being
amortised over the remaining lease term.
Right-of-use assets are reviewed regularly to ensure that the
useful economic life of the asset is still appropriate based on the
usage of the asset. Where the asset has reduced in value the Group
considers the situation on an asset-by-asset basis and either
treats the reduction as an acceleration of depreciation or as an
impairment under IAS 36 'Impairment of Assets'. An acceleration of
depreciation occurs in those cases where there is no opportunity or
intention to utilise the asset before the end of the lease.
Exceptional items
Exceptional items are those which, by virtue of their nature,
size or incidence, either individually or in aggregate, need to be
disclosed separately to allow full understanding of the underlying
performance of the Group.
Share based payments
The Group has issued share options to certain employees, in
return for which the Group receives services from employees. The
fair value of the employee services received in exchange for the
grant of the options is recognised as an expense, the Group
recognise the options at their fair value at the grant date to
establish the relevant fair values for PSP & CSOP options.
The total amount to be expensed is determined by reference to
the fair value of the options granted including any market
performance conditions (for example the Group's share price) but
excluding the impact of any service or non-market performance
vesting conditions (for example the requirement of the grantee to
remain an employee of the Group).
Non-market vesting conditions are included in the assumptions
regarding the number of options that are expected to vest. The
total expense is recognised over the vesting period. At the end of
each period the Group revises its estimates of the number of
options expected to vest based on the non- market vesting
conditions. It recognises the impact of any revision in the income
statement with a corresponding adjustment to equity.
2 Critical accounting policies
Estimates and judgements
The Group makes certain estimates and judgements regarding the
future. Estimates and judgements are continually evaluated based on
historical experience and other factors, including expectations of
future events that are believed to be reasonable under the
circumstances. In the future, actual experience may differ from
these estimates. The estimates and judgements that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year
relate are set out below.
There were no areas of judgement in the year. Where estimates
and assumptions have been used these are outlined below.
Fair value of biological produce
The Group's biological produce is measured at fair value less
costs to sell at the point of harvest. The fair value of grapes is
determined by reference to estimated market prices at the time of
harvest. Generally there is no readily obtainable market price for
the Group's grapes because they are not sold on the open market,
therefore management set the values based on their experience and
knowledge of the sector including past purchase transactions. Refer
to note 6 which provides information on sensitivity analysis around
this.
Impairment reviews
The Group is required to test annually whether goodwill and
brand names have suffered any impairment. The recoverable amount is
determined based on fair value less costs of disposal calculations,
which requires the estimation of the value and timing of future
cash flows and the determination of a discount rate to calculate
the present value of the cash flows. Management does not believe
that any reasonably possible change in a key assumption would
result in impairment.
Fair value measurement
A number of assets and liabilities included in the Group's
financial statements require measurement at, and/or disclosure of,
fair value.
The fair value measurement of the Group's financial and
non-financial assets and liabilities utilises market observable
inputs and data as far as possible. Inputs used in determining fair
value measurements are categorised into different levels based on
how observable the inputs used in the valuation technique utilised
are (the 'fair value hierarchy'):
-- Level 1: Quoted prices in active markets for identical items (unadjusted)
-- Level 2: Observable direct or indirect inputs other than Level 1 inputs
-- Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on
the lowest level of the inputs used that has a significant effect
on the fair value measurement of the item. Transfers of items
between levels are recognised in the period they occur.
-- Biological Produce (Note 6)
For more detailed information in relation to the fair value
measurement of the items above, please refer to the applicable
notes
3 Financial instruments - risk management
The Group is exposed to risks that arise from its use of
financial instruments. This note describes the Group's objectives,
policies and processes for managing those risks and the methods
used to measure them. Further quantitative information in respect
of these risks is presented throughout these financial
statements.
There have been no substantive changes in the Group's exposure
to financial instrument risks, its objectives, policies and
processes for managing those risks or the methods used to measure
them from previous periods unless otherwise stated in this
note.
Principal financial instruments
The principal financial instruments used by the Group, from
which financial instrument risk arises, are as follows:
Bank loans
Trade receivables
Cash and cash equivalents
Finance leases
Trade and other payables
In addition, at the Company level:
Intercompany loans.
The carrying amounts are a reasonable estimate of fair values
because of the short maturity of such instruments or their interest
bearing nature.
Liquidity risk
Liquidity risk arises from the Group's management of working
capital and the finance charges and principal repayments on its
debt instruments. It is the risk that the Group will encounter
difficulty in meeting its financial obligations as they fall
due.
The Group's policy is to ensure that it will always have
sufficient cash to allow it to meet its liabilities when they
become due. The liquidity risk of the Group is managed centrally by
the group treasury function. Budgets are set and agreed by the
board in advance, enabling the Group's cash requirements to be
anticipated.
The following table sets out the contractual maturities
(representing undiscounted contractual cash flows) of financial
liabilities:
Up to Between Between Between
3 3 and 1 and 2 and Over 5
At 31 December months 12 months 2 years 5 years years Total
2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
========================== ============= =============== ============= ============= ============= =============
Trade and other
payables 788 330 - - - 1,118
========================== ============= =============== ============= ============= ============= =============
Loans and borrowings 71 213 284 10,154 - 10,722
========================== ============= =============== ============= ============= ============= =============
Lease liabilities 25 75 99 297 3,987 4,483
========================== ============= =============== ============= ============= ============= =============
Total 884 618 383 10,451 3,987 16,323
-------------------------- ------------- --------------- ------------- ------------- ------------- -------------
Up to Between Between Between Over
3 3 and 1 and 2 and 5
At 31 December months 12 months 2 years 5 years years Total
2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
========================== ============= =============== ============= ============= ============= =============
Trade and other
payables 1,146 354 - - - 1,500
========================== ============= =============== ============= ============= ============= =============
Loans and borrowings 201 603 804 14,317 - 15,925
========================== ============= =============== ============= ============= ============= =============
Lease liabilities 25 74 99 298 3,887 4,383
========================== ============= =============== ============= ============= ============= =============
Total 1,372 1,031 903 14,615 3,887 22,808
-------------------------- ------------- --------------- ------------- ------------- ------------- -------------
Capital risk management
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares and
increase or decrease debt.
Credit risk
Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions and the risk of default by
these institutions. The Group reviews the creditworthiness of such
financial institutions on a regular basis to satisfy itself that
such risks are mitigated. The Group's exposure to credit risk
arises from default of the counterparty, with a maximum exposure
equal to the carrying amount of the cash and cash equivalents as
shown in the consolidated statement of financial position.
Credit risk also arises from credit exposure to trade customers
included in trade and other receivables.
The Group applies the IFRS 9 simplified approach to measuring
expected credit losses using a lifetime expected credit loss
provision for trade receivables. The expected loss rates are based
on the Group's historical credit losses experienced over the
three-year period to the period end. Trade receivable balances are
monitored on an ongoing basis to ensure that the Group's bad debts
are kept to a minimum. The maximum trade credit risk exposure at 31
December 2022 in respect of trade receivables is GBP957,000 (2021:
GBP563,000) and due to the prompt payment cycle of these trade
receivables, the expected credit loss is negligible at GBP8,000
(2021: GBP31,000).
Interest rate risk
The Group's main debt is exposed to interest rate fluctuations.
The Group considers that the risk is not significant in the context
of its business plans. Should there be a 0.5% increase in the
bank's lending rate, the finance charge in the statement of
comprehensive income would increase by GBP61,000 (2021:
GBP47,000).
4 Loss per share
Basic earnings per ordinary share are based on a loss of
GBP2,525,000 (December 2021: GBP3,573,000) and ordinary shares
60,595,919 (December 2021: 48,989,920) of 1 pence each, being the
weighted average number of shares in issue during the year.
Weighted
average number Loss per
Loss of Ordinary
GBP'000 shares share pence
============================ ========= ================== ====================
Year ended 31 December 2022 (2,525) 60,595,919 (4.17)
----------------------------- --------- ------------------ ------------------
Year ended 31 December 2021 (3,573) 48,989,920 (7.29)
----------------------------- --------- ------------------ ------------------
Diluted earnings per share are based on a loss of GBP3,573,000
and ordinary shares of 48,989,920 and no dilutive warrant
options.
Loss per
Loss Diluted number Ordinary
GBP'000 of shares share pence
---------------------------- -------- -------------- --------------
Year ended 31 December 2022 (2,525) 60,595,919 (4.17)
---------------------------- -------- -------------- ------------
Year ended 31 December 2021 (3,573) 48,989,920 (7.29)
---------------------------- -------- -------------- ------------
5 Property, plant and equipment
Freehold Plant,
Land machinery Right
and and motor of use Mature Computer
Buildings vehicles asset Vineyards equipment Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
At 1 January
2021 6,896 3,432 2,114 3,637 102 16,181
---------
Additions - 179 - - 16 195
Disposals - - - - - -
--------------- ---------- ---------- --------- ---------- ---------- --------
At 31 December
2021 6,896 3,611 2,114 3,637 118 16,376
--------------- ---------- ---------- --------- ---------- ---------- --------
At 1 January
2022 6,896 3,611 2,114 3,637 118 16,376
---------
Additions 1,824 645 - - 33 2,502
Disposals - (65) - - - (65)#
--------------- ---------- ---------- --------- ---------- ---------- --------
At 31 December
2022 8,720 4,191 2,114 3,637 151 18,813
--------------- ---------- ---------- --------- ---------- ---------- --------
Plant,
Freehold Machinery Right
land and and motor of use Mature Computer
buildings Vehicles asset vineyards equipment Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Accumulated
depreciation
At 1 January
2021 633 1,956 92 633 74 3,388
---------
Depreciation
charge for
the year 129 313 46 146 11 645
Depreciation
on disposals - - - - - -
--------------- ---------- ----------- --------- ---------- ---------- ---------
At 31 December
2021 762 2,269 138 779 85 4,033
--------------- ---------- ----------- --------- ---------- ---------- ---------
At 1 January
2022 762 2,269 138 779 85 4,033
Depreciation
charge for
the year 128 311 46 146 16 647
Depreciation
on disposals - (65) - - - (65)
--------------- ---------- ----------- --------- ---------- ---------- ---------
At 31 December
202 890 2,515 184 925 101 4,615
--------------- ---------- ----------- --------- ---------- ---------- ---------
Net book value
--------------- ---------- ----------- --------- ---------- ---------- ---------
At 31 December
2021 6,134 1,342 1,976 2,858 33 12,343
--------------- ---------- ----------- --------- ---------- ---------- ---------
At 31 December
2022 7,830 1,676 1,930 2,712 50 14,198
--------------- ---------- ----------- --------- ---------- ---------- ---------
Right of use assets comprise land leases on which vines
have been planted and property leases from which vineyard
operations are carried out. These assets have been created
under IFRS 16 - Leases.
Depreciation on right of use assets is included in the
cost of inventory, therefore GBP46,000 (2021: GBP46,000)
transferred into stock in the year.
6 Biological produce
The fair value of biological produce was:
December December
2022 2021
GBP'000 GBP'000
=============================================== ======== ========
At 1 January - -
=============================================== ======== ========
Crop growing costs 1,830 1,609
=============================================== ======== ========
Fair value of grapes harvested and transferred
to inventory (1,591) (905)
=============================================== ======== ========
Fair value movement in biological produce (239) (704)
=============================================== ======== ========
At 31 December - -
=============================================== ======== ========
The fair value of grapes harvested is determined by reference to
estimated market prices less cost to sell at the time of harvest.
The estimated market price for grapes used in respect of the 2022
harvest is GBP3,000 per tonne (2021: GBP2,500 per tonne).
A 10% increase in the estimated market price of grapes to
GBP3,300 per tonne would result in an increase of GBP159,000 (2021:
GBP90,000) in the fair value of the grapes harvested in the year. A
10% decrease in the estimated market price of grapes to GBP2,700
per tonne would result in a decrease of GBP159,000 (2021:
GBP90,000) in the fair value of the grapes harvested in the
year.
A fair value loss of GBP239,000 (2021: GBP704,000 loss) was
recorded during the year and included within the consolidated
statement of comprehensive income. This measurement of fair value
less costs to sell is the deemed cost of the grapes that is
transferred into inventory upon harvest.
7 Inventories
December December
2022 2021
GBP'000 GBP'000
Finished goods 1,249 985
Work in progress 11,330 9,653
------------------ -------- --------
Total inventories 12,579 10,638
------------------ -------- --------
During the year GBP1,858,000 (December 2021: GBP1,261,000) was
transferred to cost of sales.
8 Loans and borrowings
December December
2022 2021
GBP'000 GBP'000
Non-current liabilities
Bank loans 12,541 9,468
Unamortised bank transaction costs (168) (142)
Total non current loans and borrowings 12,373 9,326
--------------------------------------- -------- --------
The bank loan of GBP12,373,000 with PNC Business Credit shown
above is net of transaction costs of GBP168,000 which are being
amortised over the life of the loan.
In August 2022 the Group entered into an amended and restated
agreement with PNC Financial Services UK Limited to increase its
existing GBP10.5 million 5-year asset-based lending facilities by
an additional GBP6.0 million to provide the Group with a total
GBP16.5 million asset-based lending facilities. The New PNC
facilities have been made available to the Group for a minimum
period of 5 years to 12 August 2027. The interest rate is at the
annual rate of 2.50% (2021: 2.75%) over Sterling Overnight Index
Average ("SONIA"), (2021: Bank of England Base Rate).
The facilities are secured by way of first priority charges over
the Group's inventory, receivables and freehold property as well as
an all assets debenture.
An analysis of the maturity of loans and borrowings is given
below:
December December
2022 2021
GBP'000 GBP'000
====================== ======== ========
Bank and other loans:
====================== ======== ========
Within 1 year - -
====================== ======== ========
1-2 years - -
====================== ======== ========
2-5 years 12,373 9,326
====================== ======== ========
9 Lease liability
During the period the Group accounted for six leases under IFRS
16. The lease contracts provide for payments to increase each year
by inflation or at a fixed rate and on others to be reset
periodically to market rental rates. The leases also have
provisions for early termination. The weighted average Incremental
Borrowing Rate used to calculate the lease liability was 4.25%.
Land
GBP'000
================================= ============
Net carrying value - 1 January
2022 2,094
================================= ============
Interest 85
================================= ============
Payments (101)
================================= ============
Net carrying value - 31 December
2022 2,078
================================= ============
December December
2022 2021
GBP'000 GBP'000
=================================== ======== ========
The lease payments under long term
leases liabilities fall due as
follows:
=================================== ======== ========
Current lease liabilities 84 89
=================================== ======== ========
Non current lease liabilities 1,994 2,005
=================================== ======== ========
Total liabilities 2,078 2,094
=================================== ======== ========
During the period an interest charge of GBP85,000 (2021:
GBP86,000) arose on the lease liability in respect of land leases.
This interest cost has been added to growing crop costs on the
basis that the lease liability solely relates to the production of
grapes.
The Groups leases include break clauses. On a case-by-case
basis, the Group will consider whether the absence of a break
clause exposes the Group to excessive risk. Typically factors
considered in deciding to negotiate a break clause include:
-- The length of the lease term;
-- The economic stability of the environment in which the property is located; and
-- Whether the location represents a new area of operations for the Group.
At both 31 December 2022 and 2021 the carrying amounts of lease
liabilities are not reduced by the amount of payments that would be
avoided from exercising break clauses because on both dates it was
considered reasonably certain that the Group would not exercise its
right to exercise any right to break the lease.
10 Share capital
Deferred Ordinary
shares of shares
49p each of 1p each
Number Number GBP'000
Issued and fully paid
At 1 January 2021 23,639,762 46,478,619 12,048
------------------------ ----------- ------------ --------
Issued in the year - 14,253,086 142
------------------------ ----------- ------------ --------
At 31 December 2021 23,639,762 60,731,705 12,190
------------------------ ----------- ------------ --------
Issued in the year - 42,282 1
------------------------ ----------- ------------ --------
At 31 December 2022 23,639,762 60,773,987 12,191
------------------------ ----------- ------------ --------
The Deferred shares of 49 pence each have no rights attached to
them.
On 2 March 2022 the Company issued 23,970 new ordinary shares of
1p each pursuant to an exercise of Warrants. All Warrants were
exercised at 75p per share.
On 29 March 2022 the Company issued 226 new ordinary shares of
1p each pursuant to an exercise of Warrants. All Warrants were
exercised at 75p per share.
On 3 May 2022 the Company issued 419 new ordinary shares of 1p
each pursuant to an exercise of Warrants. All Warrants were
exercised at 75p per share.
On 4 October 2022 the Company issued 4,580 new ordinary shares
of 1p each pursuant to an exercise of Warrants. All Warrants were
exercised at 75p per share.
On 16 December 2022 the Company issued 13,087 new ordinary
shares of 1p each pursuant to an exercise of Warrants. All Warrants
were exercised at 75p per share.
Unexercised Warrants at 31 December 2022 amounted to 3,959,977
(2021: 4,002,259) Ordinary Shares of 1 pence each. The warrants
have a final exercise date of 16 December 2023 at 75p per Ordinary
Share.The warrants are accounted for as a derivative financial
liability measured on inception at fair value through the profit or
loss. On inception, the fair value of the warrants was deemed to be
GBPnil and thus no fair value was recognised.
11 Related party transactions
Deacon Street Partners Limited is considered a related party by
virtue of the fact that Lord Ashcroft KCMG PC, the Company's
ultimate controlling party, is also the ultimate controlling party
of Deacon Street Partners Limited. During the year Deacon Street
Partners Limited charged the Company GBP70,000 (December 2021:
GBP70,000) in relation to management services. There was GBP44,000
due to Deacon Street Partners Limited as at 31 December 2022
(December 2021: GBP22,000).
Jaywing PLC is considered a related party by virtue of the fact
that Ian Robinson, a director of Gusbourne PLC is also
Non-Executive Chairman of Jaywing PLC. During the year Jaywing PLC
charged the Company GBP108,000 (December 2021: GBP102,000) in
relation to marketing services and GBP352,000 in relation to third
party digital advertising. There was GBP36,000 due to Jaywing PLC
as at 31 December 2022 (December 2021: GBP8,400).
On 18 June 2018, the company lent GBP50,000 to a director as an
interest free loan, repayable by instalments from July 2019. The
loan will be repaid in full by May 2024. The balance due from the
director as at 31 December 2022 was 22,000 (December 2021:
GBP38,000).
On the 24 August 2022 the Group purchased 55 hectares of
freehold agricultural land located in Appledore, Ashford in Kent
(the "Land Purchase") from Andrew Weeber, Non-Executive Director
and a shareholder of the Company, and his spouse. The property is
adjacent to and contiguous with the Company's existing freehold
estate in Kent, where the majority of the Company's existing mature
vineyards are planted. The purchase price for the Land Purchase was
GBP1.6 million plus related acquisition costs.
Details of related parties who subscribed for the warrants are
shown in the table below:
Warrants exercisable at 75 pence each
Held as Held as
at at
31 31
December December
Name 2021 2022
Number Number
================= =========== ==========
Lord Ashcroft
KCMG PC* 2,660,158 2,660,158
==================== =========== ==========
Andrew Weeber 179,566 179,566
==================== =========== ==========
Paul Bentham** 121,083 121,083
==================== =========== ==========
Ian Robinson 35,801 35,801
==================== =========== ==========
Jim Ormonde 19,788 19,788
==================== =========== ==========
Mike Paul 10,607 10,607
==================== =========== ==========
Lord Arbuthnot
PC 7,345 7,345
==================== =========== ==========
Matthew Clapp 4,816 4,816
==================== =========== ==========
Jon Pollard 3,171 3,171
==================== =========== ==========
Charlie Holland 2,770 2,770
==================== =========== ==========
3,045,105 3,045,105
================= =========== ==========
* via Belize Finance Limited, a related party of Lord Ashcroft
KCMG PC
**via Franove Holdings Limited, a related party of Paul
Bentham
12 Post balance sheet events
On 16 January 2023, the Group issued 2,174 new ordinary shares
of 1 pence each in the capital of the Company ("Ordinary Shares")
pursuant to an exercise of warrants by certain investors in the
Company.
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END
FR DBGDLGXGDGXL
(END) Dow Jones Newswires
June 07, 2023 02:00 ET (06:00 GMT)
Gusbourne (LSE:GUS)
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