Completion of subscription for shares raising approximately £18.53m and Intention to launch an Open Offer to existing shareholders

 

Official Press Release (13 December 2017)

Funds will be used to accelerate the growth of the business

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, any securities of the Company in any jurisdiction.

Chapel Down, the market leader in English wines, is pleased to announce that it has completed a fundraising of £18.53m through the issue of new shares (the “Fundraising”) and that it also intends to launch an Open Offer for existing shareholders to raise up to approximately £1.47m in further proceeds (the “Open Offer”).

The Fundraising

Chapel Down has raised £18.53m gross through the issue of 37,060,000 new ordinary shares at 50 pence each (such shares, the “New Shares”). The New Shares represent 26.8 per cent. of the enlarged issued share capital.

Investors including IPGL, the family office of Michael Spencer, and a global institutional investor have taken part in the Fundraising alongside the Company’s board and management. Following the Fundraising, the directors’ holdings represent 32.4% of the Company. A full breakdown of the board and management shareholdings can be seen at the end of this announcement.

The New Shares will be issued under the board’s existing authorities. Application will be made for the New Shares to be admitted to the NEX Exchange Growth Market and it is anticipated that this will occur on 15th December 2017.

The funds raised pursuant to the Fundraising  will be used to enable the Company to satisfy the ever-increasing demand for its award-winning products. The proceeds of the Fundraising will be used:

– To grow the wine business by securing new vineyard land of c.500 acres and managing that land to fruition, as well as building new stock;
– To invest in the sales and marketing of our Chapel Down and Curious brands and further strengthen the Company’s world class team to support its future growth ambitions;
– To accelerate the growth of our beer business including the fit out of the shop, bar and visitor experience at the Ashford brewery;
– To build a strong position in the spirits market through the recently launched Gin and Vodka brands; and
– To enable the company to be best placed to take advantage of acquisition and consolidation opportunities that may arise.

Nomura International plc acted as Equity Advisor to the Company in relation to the Fundraising.

The Open Offer

Chapel Down intends to launch an Open Offer for existing shareholders to allow them to continue their journey with Chapel Down and take part in the exciting next stage of the Company’s development. The Open Offer will also be at 50 pence per share. The Company intends to use the proceeds of the open offer for general working capital purposes and corporate M&A activity.

The Open Offer is expected to launch by 19th December and will be open to those who are shareholders as of close of business on 12th December, and will target a raise of up to £1.47m. Further details will be provided in a separate announcement in due course.

Existing shareholders will be notified by post or in the case of Seedrs investors by email from Seedrs.  Our Open Offer letter is also available to view here.

Trading Update

As a result of the Fundraising, the Company is providing the following trading update.

The Company has delivered consistent growth over the last 6 years with a 25% compounded annual growth rate in sales.

The business continues to thrive and despite the challenges of the English weather,  turnover is expected to be at or above £11.6m for the current financial year, in line with management and the board’s expectations.

Following the expansion of the senior team with the hiring of Gareth Bath from Brewdog and Mark Harvey from LVMH to drive the beer and wines and spirits businesses, respectively, the recent launch of the new spirits brands, and with the investment in the business enabled by this Fundraising, management and the board expect the sales growth trajectory to significantly accelerate in the coming 12 months.

Whilst the focus will be on rapid beer growth next year, the delivery of the brewery at the end of 2018 will see a further structural EBITDA margin enhancement from 2019.

Frazer Thompson, CEO of Chapel Down, said:

“This is a transformational moment for Chapel Down. This fundraising enables us to significantly invest in the business for further growth and to meet the increasing demand for our products. We welcome the new investors in our Company and hope that many of our existing shareholders will take part in the Open Offer and continue their journey with Chapel Down. This marks the opening of a new chapter of growth for Chapel Down. With an outstanding team and world class products, we will look to fully capitalise on our position as the UK’s most exciting drinks company.”

Director’s Interests

Following the fundraising, but excluding the shares to be issued under the Open Offer, the issued share capital of the Company will be 138,080,948 ordinary shares. The Directors’ interests are detailed below.

  As at the record date  

 

Following Admission**

 

 

Following Admission***

Director Number of Ordinary Shares Percentage of Ordinary Share Capital Number of Ordinary Shares Percentage of Ordinary Share Capital Number of Ordinary Shares Percentage of Ordinary Share Capital
P Brett 13,352,097 13.22% 13,352,097 9.67% 13,352,097 9.47%
J Dunsmore 5,029,410 4.98% 5,429,410 3.93% 5,429,410 3.85%
M Harvey 5,971 0.01% 15,971 0.01% 15,971 0.01%
F Thompson 2,202,867 2.18% 2,222,867 1.61% 2,222,867 1.58%
R Woodhouse 909,951 0.90% 929,951 0.67% 929,951 0.66%
N Wray* 21,797,168 21.58% 22,797,168 16.51% 22,797,168 16.17%
Total number of ordinary shares in issue 101,020,948   138,080,948   141,020,948  

 

*Of the above total 20,439,269 Ordinary Shares are held by family trusts in which Nigel Wray has a non-beneficial interest. The balance of Ordinary Shares represents Nigel Wray’s beneficial holding.

** These numbers and percentages are calculated on the basis that none of the Open Offer Shares are fully taken-up by Shareholders.

*** These numbers and percentages are calculated on the basis that the Open Offer Shares are fully taken-up by Shareholders.