REG - Chill Brands Group - Company Raises £3.5m & Notice of GM

Chill BrandsAnnouncement

26/04/2022 16:45

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RNS Number : 4224J  Chill Brands Group PLC  26 April 2022

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 26 April 2022

Chill Brands Group plc

("Chill Brands" or the "Company")

Company Raises £3.5m

Notice of General Meeting

Fundraising

(Tuesday, UK, April 26, 2022) Chill Brands, the international consumer
packaged goods company, is pleased to announce that it has conditionally
raised £3,500,000 (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 consists of two parts.  The first part is by means of a
Subscription for 29,166,699 new ordinary shares of 1 pence each ("Ordinary
Shares") at a price of 2 pence per Ordinary Share, for a total amount of
£583,334 (the "New Shares").  For the second part, the Company has issued
convertible loan notes with an aggregate value of £2,916,670 (the "Loan
Notes").  The Fundraising has been arranged by Optiva Securities Limited
("Optiva") with both existing and new shareholders, with all subscribers
taking a pro-rata number of New Shares and Loan Notes.

The Fundraising is conditional on the passing of the resolutions to be
proposed at the General Meeting described below, and Admission as defined
below.

The Company remains in a growth phase and revenues do not currently support
operational expenditure, as a result of which the Company has historically
raised funds on a periodic basis. Subject to shareholder approval, the funds
raised will provide sufficient working capital for the current financial year,
enabling the Company to continue its operations while expanding its sales and
marketing activities. This will include establishing programmes that will
enable the Company to sell its products directly to retailers, investment in
sales support programmes with a view to improving sell-through rates, and
settlement of the outstanding balance owed in respect of purchasing the
Chill.com web domain.

Callum Sommerton, Chief Executive Officer, said: "Despite challenging market
conditions, we are pleased to have raised the necessary working capital for
the Company to progress its operations during this financial year. It is the
belief of the Board of Directors that this fundraising activity is in the best
interests of the Company and all Chill Brands shareholders.

Recognising and learning from the mistakes of the past, we look forward to a
future in which Chill Brands markets its products to a wider audience,
executes a direct-to-retail sales plan, and further commercialises its
landmark domain name. The funding secured from this round will enable us to
pursue those goals and I encourage all shareholders to vote in favour of the
resolutions proposed at our upcoming General Meeting."

Notice of General Meeting

The Fundraising is conditional on the passing of the resolutions at a General
Meeting of the Company to be held at 10:00 am GMT on 12 May 2022 (the
"Meeting"). The Meeting will be held at the offices of the Company's financial
advisor, Allenby Capital, 5 St Helen's Place, London EC3A 6AB. Shareholders
will be asked to authorise Chill Brands' Directors to allot shares or grant
rights to subscribe for or convert securities into shares beyond their
existing authorities, and to disapply any statutory pre-emption rights in
respect of that allotment or grant of rights.

A copy of the circular and notice of general meeting which is being posted to
the Company's shareholders today can be viewed
at http://www.rns-pdf.londonstockexchange.com/rns/4224J_1-2022-4-26.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/4224J_1-2022-4-26.pdf) , as
well as on the Company's website (the "Circular").  Any shareholder who is
unable to attend in person but wishes to follow the proceedings of the Meeting
digitally should send an email to contact@chillbrandsgroup.com
(mailto:contact@chillbrandsgroup.com) , however voting at the Meeting will
only be through in-person attendance or by completing the proxy voting
instructions included in the Circular and on the proxy form.

The directors of the Company have unanimously recommended shareholders to vote
in favour of the resolutions at the Meeting and have given irrevocable
undertakings to vote in favour in respect of their shareholdings representing
in aggregate approximately 17.71 per cent of the Company's current issued
ordinary share capital.

Admission and Total Voting Rights

The New Shares will be issued, and applications will be made for the New
Shares to be admitted to trading on the Main Market of the London Stock
Exchange and to listing in the Standard Segment of the FCA Official List
("Admission").  It is expected that the issue will take place, Admission will
become effective and that dealings in the New Shares on the Main Market of the
London Stock Exchange will commence on or around 13 May 2022, subject to
approval of the resolutions at the Meeting.

On Admission, the Company will have 241,336,733 Ordinary Shares in issue, each
with one voting right.  There are no shares held in treasury.  Therefore,
the Company's total number of Ordinary Shares and voting rights will be
241,336,733 and this figure may be used by shareholders from Admission as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.  As
announced on 21 April 2022, the Company anticipates a further 500,000 Ordinary
Shares will be admitted to trading on the Main Market of the London Stock
Exchange and to listing in the Standard Segment of the FCA Official List on or
around 19 May 2022, at which point the Company will have total voting rights
of 241,836,733 Ordinary Shares.

Loan Notes and Warrants

The Loan Notes have been issued on a pro-rata basis to subscribers for the New
Shares.  The Loan Notes are convertible into Ordinary Shares at 2 pence per
Ordinary Share (the "Conversion Shares").  Full details of the Loan Notes can
be found in the Circular.  Subject to the passing of the resolutions at the
Meeting, the Company will commence preparation of a prospectus which is
required to be published for the Conversion Shares be admitted to trading on
the Main Market of the London Stock Exchange and listing in the Standard
Segment of the FCA Official List (the "Prospectus").  The conversion of the
Loan Notes will be automatic on the publication of the Prospectus or any
change of regulation resulting in publication of the Prospectus not being
required.

The Company has agreed to issue to Optiva or as it directs a total of
19,750,574 warrants to subscribe for new Ordinary Shares (the "Warrants").
The exercise of the Warrants will be subject to the publication of the
Prospectus.  Full details of the Warrants can be found in the Circular.  The
key terms are as follows:

·    10,000,000 warrants, exercisable until the third anniversary of the
date of their issue at a price of 10 pence per Ordinary Share;

·    400,000 warrants, exercisable until the third anniversary of the date
of their issue at a price of 5 pence per Ordinary Share; and

·    9,350,574 warrants, exercisable until the date which is 18 months
after the date of publication of the Prospectus at a price of 2 pence per
Ordinary Share.

-ENDS-

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/) http://www.chillbrandsgroup.com
(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)

 

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