TIDMCHLL
RNS Number : 3141N
Chill Brands Group PLC
31 May 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN, INTO OR FROM WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018) ("UK MAR"), AS AMED BY REGULATION 11 OF THE MARKET ABUSE
(AMMENT) (EU EXIT) REGULATIONS 2019/310.
31 May 2022
Chill Brands Group plc
("Chill Brands" or the "Company")
Open Offer to Raise up to approx. GBP0.5m
Chill Brands , the international consumer packaged goods
company, is pleased to announce an open offer to its shareholders
(the "Open Offer"), as originally proposed in the announcement of 9
May 2022.
The Open Offer is being made available to holders of ordinary
shares of 1 pence each ("Ordinary Shares") on the basis of one Open
Offer unit for every 60 existing Ordinary Shares at a price of 12
pence per unit (the "Open Offer Units"). Each Open Offer Unit
consists of one new Ordinary Share ("Open Offer Share") and five
unsecured convertible loan notes with a principal amount of GBP0.02
each ("Open Offer Loan Notes").
The Open Offer Loan Notes, the terms of which are the same as
the Loan Notes issued under the Fundraising announced on 26 April
2022, are each convertible into Ordinary Shares at 2 pence per
Ordinary Share (the "Conversion Shares"), subject to the
publication of the Prospectus whose preparation was announced on 26
April 2022 or a change in regulation resulting in such Prospectus
not being required. The Open Offer Shares and Open Offer Loan Notes
are being offered at the same price, 2 pence each, and in the same
ratio, 1 Open Offer Share with 5 Open Offer Loan Notes, as under
the Fundraising. Full details of the Open Offer, including the Open
Offer Loan Notes, can be found in the Open Offer document (the
"Document"), a copy of which is being posted to shareholders today
and which will also be published on the Company's website .
Up to GBP483,673.92 (before expenses) will be raised through the
Open Offer through the issue of up to 4,030,616 Open Offer Units.
Qualifying Shareholders (details can be found in the Document) can
also make an application for additional Open Offer Units but are
only guaranteed their Basic Entitlement. There is no minimum take
up required under the Open Offer. The funds raised will be used for
general working capital purposes.
Key elements from the Document are extracted below.
Timetable
Record Date and time for entitlements 30 May 2022
under the Open Offer (6.00 p.m.)
Announcement of Open Offer (7.00 a.m.) 31 May 2022
----------------
Existing Ordinary Shares marked 'ex' 31 May 2022
by London Stock Exchange (8.00 a.m.)
----------------
Circular posted to shareholders 31 May 2022
----------------
Basic Entitlements and Excess Open 1 June 2022
Offer Entitlements credited to stock
accounts in CREST of Qualifying CREST
Shareholders (8.00 a.m.)
----------------
Recommended latest time for requesting 13 June 2022
withdrawal of Basic Entitlements and
Excess Open Offer Entitlements from
CREST (4.30 p.m.)
----------------
Latest time for depositing Basic Entitlements 14 June 2022
and Excess Open Offer Entitlements
into CREST (3.00 p.m.)
----------------
Last day for splitting of application 15 June 2022
forms (3.00 p.m.)
----------------
Last day for receipt of completed Application 17 June 2022
Forms and payment in full under the
Open Offer or settlement of relevant
CREST instruction (as appropriate)
(11.00 a.m.)
----------------
Allocation of Excess Units to Qualifying 17 June 2022
Shareholders
----------------
Results of Open Offer announced 17 June 2022
----------------
Admission and commencement of dealings 20 June 2022
(8.00 a.m.)
----------------
CREST accounts credited 20 June 2022
----------------
Latest day for despatch of share certificates 4 July 2022
(14 days from admission)
----------------
Update on New Ordinary Shares/PDMR Dealing
The 227 new Ordinary Shares whose issue was announced on 27 May
2022 will be admitted to trading on the Main Market of the London
Stock Exchange and to listing in the Standard Segment of the
Financial Conduct Authority ("FCA") Official List, with effect from
6 June 2022 ("Admission") due to 2 June 2022 being a bank holiday
in the UK. The PDMR dealing information relating to the issue can
be viewed below. Mr Taylor's total holding is now 6,950,227
Ordinary Shares, equivalent to 2.87% of the Ordinary Shares on
Admission.
-S-
About Chill Brands Group
Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is an
international company focused on the development, production, and
distribution of best-in-class hemp-derived CBD products, tobacco
alternatives and other consumer packaged goods (CPG) products. The
Company operates primarily in the US, where its products are
distributed online and via some of the nation's most recognizable
convenience retail outlets. The Group's strategy is anchored around
lifestyle marketing that is designed to enhance the popularity of
its products, channelling visitors to its landmark chill.com
website.
Publication on website
A copy of this announcement is also available on the Company's
website at http://www.chillbrandsgroup.com
Media enquiries:
Chill Brands Group plc contact@chillbrandsgroup.com
Allenby Capital Limited (Financial
Adviser and Broker) +44 (0) 20 3328 5656
Nick Harriss/Nick Naylor (Corporate
Finance)
Kelly Gardiner (Equity Sales)
Open Offer of up to 4,030,616 Open Offer Units at an Offer Price
of 12 pence per Unit (each Unit comprising 1 Open Offer Share at an
Offer Price of 2 pence per share and 5 Open Offer Loan Notes
at an Offer Price of 2 pence per loan note)
1. Introduction
The Company announced on 12 May 2022 that it had completed its
fundraising of GBP3,500,000 (before expenses) from new and existing
investors including the Company's existing largest shareholder, the
Schrader family, and Dame Ann Gloag, DBE (the "Fundraising"). The
Fundraising consisted of two parts. The rst part was by means of a
subscription for 29,166,699 Ordinary Shares at a price of 2 pence
per Ordinary Share, for a total amount of GBP583,334. For the
second part, subscribers for Ordinary Shares also subscribed for
Loan Notes with an aggregate value of GBP2,916,669.90. The
Fundraising was arranged by Optiva Securities Limited, with all
subscribers taking a pro-rata number of Ordinary Shares and Loan
Notes.
The Fundraising was conditional on the passing of the
resolutions proposed at the general meeting of the Company held on
12 May, which were duly passed and the Ordinary Shares subscribed
under the Fundraising were admitted to listing on the Standard
Segment of the Of cial List and to trading on the main market of
the London Stock Exchange on 13 May 2022.
In addition, in response to the interest expressed by
long-standing Shareholders the Company is now proposing to raise up
to GBP483,673.92 (before expenses) through the issue by way of an
Open Offer of up to 4,030,616 Open Offer Units, each comprising 1
Open Offer Share at an Offer Price of 2 pence per Share and 5 Open
Offer Loan Notes at an Offer Price of 2 pence per Loan Note. The
Offer Price of each Open Offer Unit is accordingly 12 pence. The
Offer Price for an Open Offer Share of 2 pence each represents a
discount of approximately 20 per cent. to the Closing Price of an
Ordinary Share of 2.5 pence on 30 May 2022. Under the Open Offer,
the Company intends to provide all Qualifying Shareholders (other
than, subject to certain exceptions, Shareholders in a Restricted
Jurisdiction and US persons) with the opportunity to apply for 1
Open Offer Unit for every 60 Existing Ordinary Shares held by
them.
The total amount that the Company could raise under the Open
Offer is GBP483,673.92 (before expenses), assuming all the Open
Offer Entitlements are taken up in full.
This letter sets out in more detail the background to and
reasons for the Open Offer and its terms.
2. Open Offer Loan Notes
The Open Offer Loan Notes will be constituted by a loan note
instrument to be executed by the Company as a deed poll and issued
as notes of 2 pence each, and will be converted compulsorily upon
the publication by the Company of a prospectus ("Prospectus")
prepared in accordance with the UK Prospectus Regulation and the
Prospectus Rules which in accordance with the Listing Rules of the
FCA will enable the Ordinary Shares issued on the conversion of the
Open Offer Loan Notes to be admitted to listing on the Standard
Segment of the Of cial List and to trading on the main market of
the London Stock Exchange, provided that the Prospectus is approved
and published by 31 May 2024. The Open Offer Loan Notes will also
be converted compulsorily, if there is a change in regulation as a
result of which the Ordinary Shares issued on the conversion of the
Open Offer Loan Notes may be so admitted to listing and trading
without the requirement to publish a prospectus. The Company will
seek to publish the Prospectus during the current nancial year of
the Company, ending on 31 March 2023.
The Open Offer Loan Notes will have a maturity date of 31 May
2024, when their principal amount together with any accrued and
unpaid interest will paid in full, if they have not been converted
or repaid by that time. No interest will be payable on the Open
Offer Loan Notes during the period from their date of issue until
31 May 2023 and, if they have not been converted by then, interest
at a rate of 10 per cent. per annum will be payable on the
outstanding principal amount of the Open Offer Loan Notes during
the period commencing on 1 June 2023 until they are repaid or
converted in full. A default rate of interest of an additional 5
per cent. per annum will be payable, if any amount payable under
the terms of the Open Offer Loan Notes is not paid when due. The
Company will be entitled to give notice to the holders of the
repayment of the Open Offer Loan Notes at any time after 31 May
2023 up to their maturity date of 31 May 2024. The Open Offer Loan
Notes will be unlisted, non-transferable, except with the prior
written consent of the Company, and not admitted to CREST.
On conversion of the Open Offer Loan Notes application will be
made to the FCA and the London Stock Exchange for the Ordinary
Shares issued on conversion to be admitted to listing on the
Standard Segment of the Of cial List and to trading on the main
market of the London Stock Exchange. Those Ordinary Shares will,
when issued, rank in full for all dividends and other distributions
declared after their conversion date and otherwise pari passuwith
the then existing Ordinary Shares.
The Open Offer Loan Notes will be subject to the same terms and
conditions as the Existing Loan Notes, other than as to their date
of issue, and will rank pari passu with them.
A copy of a draft of the loan note instrument that will be
executed by the Company to create the Open Offer Loan Notes may be
inspected at the registered of ce of the Company, East Castle
House, 27/28 Eastcastle Street, London W1W 8DH, during usual
business hours on any day (except Saturdays, Sundays and public
holidays) and on the Company's website at www.chillbrandsgroup.com
from the date of this Document until Admission.
3. Background to and reasons for the Open Offer and use of proceeds
As announced on 9 May 2022, the Directors are mindful of
Shareholders who did not participate in the Fundraising and want to
give them the opportunity to invest on economically equivalent
terms. Consequently, the Company is making available to Qualifying
Shareholders the ability to subscribe for new Ordinary Shares and
new Loan Notes in accordance with the terms set out in this
Document, and the Application Form.
The expenses of the Open Offer are GBP42,000 (inclusive of VAT).
The maximum proceeds of the Open Offer, if all the Open Offer Units
are applied for and taken up, will be GBP483,673.92, and so the
maximum net proceeds, after deducting the expenses of GBP42,000
(inclusive of VAT), will be GBP441,673.92. The Company intends to
use the net proceeds of the Open Offer to further expand its
digital marketing programmes, including relationships with in
uencers and ambassadors. These activities will include instructing
digital marketing professionals, graphic designers, and
videographers to produce premium content for the Chill.com web
portal. Funds may also be used to establish new promotional
activities for the Company's products, while supporting the
expansion of its range.
Further expenses will be incurred in preparing and publishing
the Prospectus described in section 2 above, which cannot currently
be quanti ed.
4. Details of the Fundraising and the Open Offer
As announced on 12 May 2022, the Company has successfully raised
GBP3.5 million by means of a subscription of 29,166,699 Ordinary
Shares at a price of 2 pence per Ordinary Share, for a total amount
of
GBP583,334, and of Loan Notes with an aggregate value of
GBP2,916,669.90.
Only Qualifying Shareholders will be able to participate in the
Open Offer. The Open Offer is not underwritten. The Open Offer is
not conditional upon the level of applications made to subscribe
under the Open Offer or upon any minimum level of proceeds being
raised. Accordingly, even if the Open Offer is not fully
subscribed, Open Offer Shares and Open Offer Loan Notes will be
issued to Qualifying Shareholders who have applied for Open Offer
Units (subject to the terms and conditions set out in this Document
and the Application Form). For the avoidance of doubt subscribers
under the Fundraising will be entitled to participate in the Open
Offer.
The Open Offer provides Qualifying Shareholders with the
opportunity to subscribe for Open Offer Units at the Offer Price of
12 pence per Unit on the following basis:
each Qualifying Shareholder shall be entitled to apply for 1
Open Offer Unit (each Unit comprising 1 Open Offer Share and 5 Open
Offer Loan Notes) for every 60 Existing Ordinary Shares
and so on in proportion for any other number of Existing
Ordinary Shares then held.
Qualifying Shareholders may subscribe for less than their Basic
Entitlements should they so wish. Fractions of Open Offer Shares
and/or Open Offer Loan Notes will not be allotted or issued to
Qualifying Shareholders in the Open Offer and, where necessary,
entitlements under the Open Offer will be rounded down to the
nearest whole number of Open Offer Shares and Open Offer Loan
Notes.
The Open Offer is subject to Admission becoming effective by
8.00 a.m. on 20 June 2022, (or such later time or date, not being
later than 8.00 a.m. on 29 July 2022, as the Board may decide).
Excess Applications
Qualifying Shareholders are also being given the opportunity to
apply for Excess Units at their Offer Price of 12 pence per Unit
through the Excess Application Facility. Qualifying Shareholders
may apply for Excess Units up to an amount equal to the total
number of Open Offer Units available under the Open Offer less an
amount equal to the relevant Qualifying Shareholder's Basic
Entitlement to Open Offer Units. The total number of Open Offer
Units is xed and will not be increased in response to any
applications under the Excess Application Facility. Applications
under the Excess Application Facility shall be allocated in such
manner as the Directors may determine, in their absolute
discretion, and no assurance can be given that the applications by
Qualifying Shareholders will be met in full or in part or at
all.
Qualifying Shareholders can apply for up to 4,030,616 Open Offer
Units under the Open Offer.
The aggregate number of Ordinary Shares available for
subscription pursuant to the Open Offer (including under the Excess
Application Facility) is up to 4,030,616 Ordinary Shares.
The aggregate number of Loan Notes available for subscription
pursuant to the Open Offer (including under the Excess Application
Facility) is up to 20,153,080 Loan Notes.
Qualifying Shareholders should note that the Open Offer is not a
rights issue. Qualifying CREST Shareholders should also note that
although the Open Offer Entitlements in respect of the Open Offer
Units will be admitted to CREST and be enabled for settlement,
applications in respect of entitlements under the Open Offer may
only be made by the Qualifying CREST Shareholder originally
entitled or by a person entitled by virtue of a bona de market
claim raised by Euroclear's Claims Processing Unit. Qualifying
non-CREST Shareholders should be aware that the Application Form is
not a negotiable document and cannot be traded. Qualifying
Shareholders should also be aware that in the Open Offer, unlike in
a rights issue, any Open Offer Units (and the Open Offer Shares and
Open Offer Loan Notes comprising them) not applied for will not be
sold in the market nor will they be placed for the bene t of
Qualifying Shareholders who do not apply for them under the Open
Offer.
Admission, settlement and dealings
Application will be made for the Open Offer Shares to be
admitted to listing on the Standard Segment of the Of cial List
(under Chapter 14 of the Listing Rules) and to trading on the main
market of the London Stock Exchange. The Open Offer Loan Notes will
be unlisted, will not be admitted to CREST and will not be admitted
to any stock exchange. It is expected that such Admission will
become effective and that dealings will commence at 8.00 a.m. on 20
June 2022. Further information in respect of settlement and
dealings in the Open Offer Shares is set out in Part II of this
Document.
Overseas Shareholders
Information for Shareholders who have registered addresses
outside the United Kingdom, or who are citizens, residents or
nationals of jurisdictions other than the United Kingdom or who are
US persons, appears in section 7 of Part II of this Document, which
sets out the restrictions applicable to such persons. If you are an
Overseas Shareholder or US Person, it is important that you read
that part of this Document.
CREST Instructions
Application has been made for the Open Offer Entitlements for
Qualifying CREST Shareholders to be admitted to CREST. It is
expected that the Open Offer Entitlements will be admitted to CREST
on 1 June 2022. Applications through the CREST system may only be
made by the Qualifying Shareholder originally entitled or by a
person entitled by virtue of a bona demarket claim raised by
Euroclear's Claims Processing Unit.
Further information on the Open Offer and the terms and
conditions on which it is made, including the procedure for
application and payment, are set out in Part II of this Document
and, in the case of Qualifying non-CREST Shareholders, in the
Application Form.
5. Effect of the Open Offer
Upon Admission, and assuming full take up of the Open Offer
Units, the Enlarged Share Capital is expected to be 245,867,576
Ordinary Shares (which number includes the Ordinary Shares issued
under the Fundraising). On this basis, the Open Offer Shares will
represent approximately 1.64 per cent. of the Enlarged Share
Capital.
Upon their issue on the date of Admission, and assuming full
take up of the Open Offer Units, the total number of Loan Notes in
issue is expected to be 165,986,575 Loan Notes (which number
includes the Loan Notes issued under the Fundraising). On this
basis, the Open Offer Loan Notes will immediately following their
issue represent approximately 12.14 per cent. of the total number
of Loan Notes then in issue.
The Open Offer Shares will, when issued and fully paid, rank
pari passuin all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of
Admission.
The Open Offer Loan Notes will, when issued and fully paid, rank
pari passu in all respects with the Existing Loan Notes.
6. Action to be taken
The latest time for applications under the Open Offer to be
received is 11.00 a.m. on 17 June 2022. The procedure for
application and payment depends on whether, at the time at which
application and payment are made, you have an Application Form in
respect of your entitlement under the Open Offer or have Open Offer
Entitlements credited to your stock account in CREST in respect of
such entitlement.
If you are a Qualifying non-CREST Shareholder you will have
received an Application Form which gives details of your Basic
Entitlement under the Open Offer (as shown by the number of the
Open Offer Entitlements allocated to you). If you wish to apply for
Open Offer Units under the Open Offer, you should complete the
accompanying Application Form in accordance with the procedure for
application set out in Part II of this Document and on the
Application Form itself. The completed Application Form,
accompanied by full payment, should be returned by post or by hand
(during normal business hours only) to Share Registrars Limited at
3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX so as
to arrive as soon as possible and in any event no later than 11.00
a.m. on 17 June 2022.
If you are a Qualifying CREST Shareholder, no Application Form
is enclosed and you will receive a credit to your appropriate stock
account in CREST in respect of the Open Offer Entitlements
representing your Basic and Excess Entitlements under the Open
Offer.
You should refer to the procedure for application set out in
Part II of this Document. The relevant CREST instruction must have
settled by no later than 11.00 a.m. on 17 June 2022.
If you are in any doubt as to what action you should take, you
should immediately seek your own personal nancial advice from your
stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent nancial adviser.
7. Recommendation
The Board, taking into account the views expressed by
Shareholders, considers that the Open Offer is in the best
interests of the Company and its Shareholders as a whole. The
Directors and their connected persons who are Qualifying
Shareholders have con rmed that they do not intend to apply for
Open Offer Units under the Open Offer so that their Open Offer
Entitlements will be available for other Qualifying
Shareholders.
DEFINITIONS
"Act" the Companies Act 2006 (as amended
from time to time);
"Admission" the admission of the Open Offer
Shares to listing on the Standard
Segment of the Official List (under
Chapter 14 of the Listing Rules)
and to trading on the main market
of the London Stock Exchange;
"Application Form" the personalised application form
on which Qualifying non-CREST
Shareholders may apply for Open
Offer Units under the Open Offer;
"Basic Entitlement" the entitlement of Qualifying
Shareholders to apply for Open
Offer Units, on the basis of 1
Open Offer Unit for every 60 Existing
Ordinary Shares registered in
their names on the Record Date;
"Business Day" a day (other than a Saturday or
Sunday) on which commercial banks
are open for general business
in London, England;
"certificated" or "certificated not in an uncertificated form;
form"
"Closing Price" the closing middle market quotation
of a share as derived from Fidessa;
"Company" or "Chill Brands" Chill Brands Group PLC, a company
incorporated and registered in
England and Wales, with registered
number 09309241
"CREST" the relevant system (as defined
in the CREST Regulations) for
the paperless settlement of trades
and the holding of uncertificated
shares in respect of which Euroclear
is the Operator (as defined in
the CREST Regulations);
"CREST Manual" the compendium of documents entitled
"CREST Manual" issued by Euroclear
from time to time and comprising
the CREST Reference Manual, the
CREST Central Counterparty Service
Manual, the CREST International
Manual, the CREST Rules, the CSS
Operations Manual and the CREST
Glossary of Terms;
"CREST member" a person who has been admitted
by Euroclear as a system participant
(as defined in the CREST Regulations);
"CREST participant" a person who is, in relation to
CREST, a system-participant (as
defined in the CREST Regulations);
"CREST payment" shall have the meaning given in
the CREST Manual issued by Euroclear;
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
(as amended);
"CREST sponsor" a CREST participant admitted to
CREST as a CREST sponsor;
"CREST sponsored member" a CREST member admitted to CREST
as a sponsored member (which includes
all CREST Personal Members);
"Directors" or "Board" the directors of the Company at
the date of this Document whose
names appear on page 12 of the
Document;
"Document" the document being posted to Shareholders
today, which, for the avoidance
of doubt, does not comprise a
prospectus (under the Prospectus
Rules);
"enabled for settlement" in relation to Open Offer Entitlements
in respect of Open Offer Units,
enabled for the limited purpose
of settlement of claim transactions
and USE transactions;
"Enlarged Issued Loan Notes" the maximum number of Loan Notes
in issue immediately following
completion of the Open Offer,
comprising the Existing Loan Notes
and the maximum number of Open
Offer Loan Notes that may be subscribed
for under the Open Offer;
"Enlarged Share Capital" the maximum number of Ordinary
Shares in issue immediately following
completion of the Open Offer,
comprising the Existing Ordinary
Shares and the maximum number
of Open Offer Shares that may
be subscribed for under the Open
Offer;
"EU" the European Union;
"Euroclear" Euroclear UK & International Limited,
the operator of CREST;
"Excess Applications any applications for Excess Units
pursuant to the Excess Application
Facility;
"Excess Application Facility" the facility for Qualifying Shareholders
to apply for Excess Units in excess
of their Basic Entitlements subject
to the terms and conditions set
out in Part II of this Document
and the Application Form, if relevant;
"Excess Open Offer Entitlements" in respect of each Qualifying
CREST Shareholder who has taken
up his Basic Entitlement in full,
the entitlement (in addition to
the Basic Entitlement) to apply
for Excess Units up to the number
of Open Offer Units credited to
their stock account in CREST pursuant
to the Excess Application Facility,
which may be subject to scaling
down according to the Directors'
absolute discretion;
"Excess Units" Open Offer Units which a Qualifying
Shareholder is entitled to apply
for in addition to the Basic Entitlement
by virtue of the Excess Application
Facility;
"Existing Loan Notes the 145,833,495 Loan Notes in
issue at the Record Date
"Existing Ordinary Share" each Ordinary Share in issue as
at the Record Date;
"FCA" the UK Financial Conduct Authority;
"FSMA" the Financial Services and Markets
Act 2000 (as amended from time
to time);
"Fundraising" the subscription for 29,166,699
Ordinary Shares at a price of
2 pence per Ordinary Share and
for Loan Notes with an aggregate
value of GBP2,916,669.90 which
was announced on 26 April 2022
and completed on 13 May 2022,
pursuant to which the Company
raised GBP3.5 million;
"Group" the Company and its subsidiaries
and subsidiary undertakings at
the date of this Document;
"ISIN International Securities Identification
Number;
"Listing Rules" the Listing Rules of the FCA made
in accordance with section 73A
(2) of FSMA;
"Loan Notes" unsecured Loan Notes with a principal
amount of 2 pence each, each of
which is convertible into 1 Ordinary
Share at a price of 2 pence per
share in accordance with their
terms and conditions, as described
under the heading "Open Offer
Loan Notes" in section 2 of Part
I of this Document;
"London Stock Exchange" London Stock Exchange plc;
"Member Account ID" the identification code or number
attached to any member account
in CREST
"Money Laundering Regulations" The Money Laundering, Terrorist
Financing and Transfer of Funds
(Information on the Payer) Regulations
2017 (as amended and supplemented);
"Offer Prices" the price at which Open Offer
Units may be subscribed under
the Open Offer, namely 12 pence
per Unit, and the prices at which
the Open Offer Shares and Open
Offer Loan Notes comprising the
Open Offer Units will be respectively
subscribed, namely 2 pence per
Open Offer Share and 2 pence per
Open Offer Loan Note (each the
relevant "Offer Price");
"Official List" the Official List of the FCA;
"Open Offer" the offer made by the Company
to Qualifying Shareholders of
Open Offer Units on the terms
and conditions set out in this
Document and the Application Form;
"Open Offer Entitlements" the entitlements of Qualifying
Shareholders to participate in
the Open Offer;
"Open Offer Loan Notes" up to 20,153,080 new Loan Notes
which are in the Open Offer Units
to be issued to Qualifying Shareholders
pursuant to the Open Offer;
"Open Offer Shares" up to 4,030,616 new Ordinary Shares
which are in the Open Offer Units
to be issued to Qualifying Shareholders
pursuant to the Open Offer;
"Open Offer Units" or "Units" up to 4,030,616 units, each comprising
1 Open Offer Share and 5 Open
Offer Loan Notes, which may be
issued at their respective Offer
Prices to Qualifying Shareholders
pursuant to the Open Offer;
"Ordinary Shares" ordinary shares of GBP0.01 each
in the capital of the Company;
"Overseas Shareholders" Shareholders with registered addresses
in, or who are citizens, residents
or nationals of, jurisdictions
outside the UK;
"Participant ID" the identification code or membership
number used in CREST to identify
a particular CREST member or other
CREST;
"pence" a unit of currency in the UK;
"Premium Listing" a premium listing under Chapter
6 of the Listing Rules;
"Prospectus" the prospectus that the Company
will seek to publish to enable
the Ordinary Shares issued on
the conversion of the Open Offer
Loan Notes to be admitted to listing
on the Standard Segment of the
Official List and to trading on
the main market of the London
Stock Exchange, as described under
the heading "Open Offer Loan Notes"
in section 2 of Part I of this
Document;
"Prospectus Rules" the Prospectus Regulation Rules
of the FCA made in accordance
with section 73A of FSMA;
"Qualifying CREST Shareholders" Qualifying Shareholders holding
Existing Ordinary Shares on the
Record Date in uncertificated
form;
"Qualifying non-CREST Shareholders" Qualifying Shareholders holding
Existing Ordinary Shares on the
Record Date in certificated form;
"Qualifying Shareholders" Shareholders residing in the UK,
Guernsey or Jersey or any Shareholder
residing in a jurisdiction where
the extension or availability
of the Open Offer would not breach
any applicable law and whose names
appear on the register of members
of the Company on the Record Date
as holders of Existing Ordinary
Shares and who are eligible to
be offered Open Offer Units under
the Open Offer in accordance with
the terms and conditions set out
in this Document and the Application
Form;
"Receiving Agent" Share Registrars Limited of 3
The Millennium Centre, Crosby
Way, Farnham, Surrey GU9 7XX;
"Record Date" the record date for the Open Offer,
being 6.00 p.m. on 30 May 2022;
"Registrars" Share Registrars Limited of 3
The Millennium Centre, Crosby
Way, Farnham, Surrey GU9 7XX;
"Restricted Jurisdiction" the United States, Australia,
Canada, Japan, New Zealand, the
Republic of South Africa and any
other jurisdiction where the extension
or availability of the Open Offer
would breach any applicable law;
"RIS" a regulatory information service
authorised by the FCA to receive,
process and disseminate regulatory
information in respect of listed
companies;
"Securities Act" the US Securities Act of 1933,
as amended from time to time and
the rules and regulations promulgated
thereunder;
"Shareholders" holders of Existing Ordinary Shares;
"Standard Listing" a standard listing under Chapter
14 of the Listing Rules;
"Sterling" or "pound" or pounds sterling, the basic unit
"GBP" of currency in the UK;
"Takeover Code" or "City the City Code on Takeovers and
Code Mergers issued by the Takeover
Panel, as amended from time to
time
"Takeover Panel" The Panel on Takeovers and Mergers;
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland;
"UK Prospectus Regulation" the UK version of the EU Prospectus
Regulation (2017/1129) which is
part of UK law by virtue of the
European Union (Withdrawal) Act
2018, as amended and supplemented
from time to time;
"uncertificated" or "uncertificated recorded on the relevant register
form or other record as being held
in uncertificated form in CREST
and title to which, by virtue
of the CREST Regulations, may
be transferred by means of CREST;
"United States" or "US" the United States of America,
its territories and possessions,
any state of the United States
of America and the District of
Columbia;
"US person" has the meaning provided in section
902(k) of Regulation S under the
Securities Act;
"USE" unmatched stock event; and
"VAT" value added tax.
Notifications and public disclosure of transactions
by persons discharging managerial responsibilities
("PDMR") and persons closely associated ("PCA")
with them.
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Mr Trevor Taylor
2 Reason for the notification
a) Position/status Chief Operating Officer
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Chill Brands Group plc
b) LEI 213800RGK8LNU9RGMT89
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
a) Description of the financial instrument, type of instrument
Identification code Ordinary shares of 1p each
ISIN: GB00BWC4X262
b) Nature of the transaction Exercise of share options
c) Price(s) and volume(s) Price(s) Volume(s)
10p 227
----------
d) Aggregated information
- Aggregated volume Not applicable - single transaction
- Price
e) Date of the transaction 27 May 2022
f) Place of the transaction Off Market
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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Policy.
END
IOEBBLLXLELEBBD
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