Strategic Review Announcement
25/06/2024 07:00
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RNS Number : 6788T Chapel Down Group PLC 25 June 2024
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "TAKEOVER CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION
TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO
CERTAINTY THAT SUCH AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY
OFFER MIGHT BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
25 June 2024
Chapel Down Group Plc
("Chapel Down" or the "Company")
Strategic review of options to fund long-term growth
The Board of Chapel Down (the "Board") announces today that it will be
conducting a strategic review of the options to fund its plan to continue
driving strong and profitable growth in the long-term.
Chapel Down's growth strategy includes investing in new vineyards, a new
purpose-built winery* to be operational for the 2026 harvest and the
development of our brand home at Tenterden. Considering the timeline of these
investments, the Board believes that it is now appropriate to review the full
range of long-term funding options that support this plan.
As part of the review, the Board will consider all alternatives, including
investment from existing shareholders, investment from new shareholders, a
sale of the Company, and other relevant transactions.
The Company remains on-track to deliver double digit sales growth in 2024 and
retains a strong balance sheet with significant headroom to its existing debt
facility of £12m and has reached agreement in principle to extend and
increase this facility.
There can be no certainty that a transaction will be pursued by the Company,
nor as to the terms of any eventual transaction.
Rothschild & Co is acting as Lead Financial Adviser to the Company in
relation to the strategic review.
Singer Capital Markets is Nominated Adviser and Broker to the Company.
The person responsible for arranging the release of this announcement on
behalf of Chapel Down is Robert Smith, Chief Financial Officer.
* Subject to planning approval, expected Summer 2024.
Takeover Code notes
The Takeover Panel Executive has granted a dispensation from the requirement
of Rule 2.4 (b) of the Takeover Code such that Chapel Down is not required to
identify any potential offeror which Chapel Down subsequently refers to the
existence of in an announcement unless that potential offeror has been
specifically identified in any rumour or speculation.
As a consequence of this announcement, Chapel Down is now in an "offer period"
as defined in the Takeover Code and the attention of Chapel Down shareholders
is drawn to the dealing disclosure requirements of Rule 8 of the Takeover
Code, which are summarised below.
Contacts
Chapel Down Group plc
Andrew Carter Chief Executive Officer 01580 763 033
Robert Smith Chief Financial Officer
Rothschild & Co
Majid Ishaq Lead Financial Adviser to Chapel Down 020 7280 5000
Jonathan Dale
Matt Jillings
Singer Capital Markets
Shaun Dobson Nominated Adviser and Broker to Chapel Down 020 7496 3000
Tom Salvesen
Asha Chotai
H/Advisors Maitland
Neil Bennett PR adviser to Chapel Down 020 7379 5151
Sam Cartwright
Jonathan Cook
Inside Information
The information contained within this announcement is deemed by Chapel Down to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 (as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018). On the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain.
Notice related to financial adviser
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Chapel Down and for no one else in
connection with the subject matter of this announcement and will not be
responsible to anyone other than Chapel Down for providing the protections
afforded to its clients or for providing advice in connection with the subject
matter of this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10(th) business day following the announcement in which
any securities exchange offeror is first identified. Relevant persons who deal
in the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror, save to the extent
that these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) , including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be available (subject to certain restrictions relating to persons
resident in restricted jurisdictions) at www.Chapel Down.com by no later than
12 noon (London time) on the business day following the date of this
announcement. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.
Rule 2.9 information
In accordance with Rule 2.9 of the Takeover Code, Chapel Down confirms that as
at the close of business on 24 June 2024 its issued share capital consisted of
171,524,316 ordinary shares of 5 pence each (excluding shares held in
treasury). The International Securities Identification Number for Chapel
Down's ordinary shares is GB0032706284.
Additional Information
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO
BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SECURITIES IN THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS. NO PUBLIC OFFERING IS BEING MADE IN ANY JURISDICTION.
This Announcement is not for public release, publication, distribution or
forwarding, in whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, the Republic of South Africa, Japan or any other
jurisdiction in which such release, publication, distribution or forwarding
would be unlawful.
Any securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or
under the securities laws of any state or other jurisdiction of the United
States, and may not be offered or sold, directly or indirectly, in or into the
United States except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of Chapel Down who are not resident
in the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of Chapel Down who are not resident in
the United Kingdom will need to inform themselves about, and observe any
applicable requirements.
Nothing in this announcement is or should be relied on as a promise or
representation as to the future. This announcement includes certain
statements, estimates and projections provided by the Company in relation to
the Company's anticipated future performance. Such statements, estimates and
projections are based on various assumptions made by the Company concerning
anticipated results which may or may not prove to be correct. No
representations or warranties are made by any person as to the accuracy of
such statements, estimates or projections.
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