TIDMGUS
RNS Number : 3512A
Gusbourne PLC
19 January 2024
Friday 19 January 2024
Gusbourne PLC
("Gusbourne or the Company")
New long-term deep discount bond
Refinancing of existing loan facilities
Gusbourne Plc, (AIM: GUS) the English sparkling wine producer
today announces that it has completed a refinancing of its debt
arrangements which were held with PNC Financial Services UK Ltd
("PNC") and a company associated with Lord Ashcroft through the
issue of a new GBP20m long-term secured deep discount bond (the
"Refinancing"), providing additional funding for future growth.
Background to the Refinancing
On 15 August 2022, the Company announced that it had increased
its existing GBP10.5 million 5-year asset-based lending facilities
by an additional GBP6 million to provide the Company with a total
GBP16.5 million asset-based lending facilities with PNC ("PNC
Facility") structured as a revolving loan facility. The PNC
Facility carried interest at the annual rate of 2.50 per cent over
the Bank of England Base Rate (the latest interest rate being
7.75%) and was payable monthly, with security by way of first
priority charges over the Company's inventory, receivables and
freehold property as well as an all-assets debenture, and contained
financial and general covenants and customary events of
default.
On 14 November 2023, the Company announced that it had agreed a
short-term unsecured loan facility of GBP1.5m with a company
associated with Lord Ashcroft ("Loan"). The Loan carried interest
at the annual rate of 2.50 per cent over the Bank of England Base
Rate and was repayable on demand.
The Refinancing
The Company has now entered into an agreement with a company
associated with Lord Ashcroft (Moongate Holdings Group Limited) for
the issue of a new GBP20m long-term secured deep discount bond
("DDB") to support the Company's working capital and ongoing
growth.
The subscription price of the DDB is GBP20m. The subscription
proceeds of GBP20m have been used to repay the existing PNC
Facility amounting to GBP16.3m, repay the short-term unsecured Loan
of GBP1.5m, related fees and expenses of GBP0.6m and the remaining
proceeds will be used for working capital and to support the
ongoing growth strategy of the Company.
Key terms of the DDB:
-- Issued at a discount of 7.75% per annum on quarterly rests;
-- Nominal amount is GBP26.3m which is payable on the final
redemption date of 12 August 2027, which end date is consistent
with the PNC Facility;
-- Early redemption of the DDB with not less than 90 days' notice (with early repayment fees);
-- Accrued discount is payable on the early or final redemption
of the DDB - allowing increased cash flow for the Company versus
monthly interest repayments;
-- Security over land, properties and stock, full fixed and
floating security over the assets of both the Company and Gusbourne
Estate Limited;
-- Other key terms and conditions of the DDB are consistent with the PNC Facility.
Jim Ormonde, Chairman, said:
"The Board are pleased to announce the new long-term funding and
are very appreciative of the continued support of the major
shareholder to underpin the Company's growth strategy."
Related Party Transaction
Lord Ashcroft holds an interest in 66.3% of the Company's
ordinary shares of 1 pence each and is a Substantial Shareholder in
the Company as defined by the AIM Rules for Companies ("AIM
Rules"). The issuance of the DDB constitutes a related party
transaction pursuant to AIM Rule 13. The independent directors of
the Company for the purposes of the Refinancing, having consulted
with the Company's nominated adviser, Panmure Gordon, consider that
the terms of the DDB are fair and reasonable insofar as
shareholders are concerned.
Board appointment confirmation
Further to the Company's announcement on 17 January 2024
Gusbourne confirms that regulatory due diligence has now been
completed and as a result Jonathan White and Simon Bradbury are
appointed as executive directors of the Company, as Chief Executive
Officer and Chief Commercial Officer respectively, effective
immediately.
In accordance with the AIM Rules the following information is
required to be disclosed in relation to both Mr White and Mr
Bradbury:
Schedule 2(g) disclosures
Jonathan Michael Garry White (aged 42) holds the following
directorship:
Birch Meadow Management Company Limited
Mr White does not own any shares in the Company, has no previous
directorships and has confirmed there is no further information to
be disclosed pursuant to paragraph (g) of Schedule 2 of the AIM
Rules for Companies.
Simon William Bradbury (aged 56) held the following previous
directorship:
SWB Drinks Consulting Ltd
Mr Bradbury owns 2,600 shares in the Company, has no current
directorships and has confirmed there is no further information to
be disclosed pursuant to paragraph (g) of Schedule 2 of the AIM
Rules for Companies.
Enquiries:
Gusbourne Plc
Jonathan White, CEO
Katharine Berry, CFO +44 (0)12 3375 8666
Phil Clark, Investor Relations
Panmure Gordon (UK) Limited (Nomad
and Sole Broker)
James Sinclair-Ford / Ailsa Macmaster + 44 (0)20 7886
/ Lauren Riley 2500
Hugh Rich / Rauf Munir
Media
Kate Hoare / Ben Robinson / India Spencer
(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.
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END
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