REG - Chill Brands Group - Fundraising to raise £1m & Update on results

Chill BrandsAnnouncement

24/04/2025 07:02

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RNS Number : 9480F  Chill Brands Group PLC  24 April 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

 

24 April 2025

Chill Brands Group plc

("Chill Brands" or the "Company")

 

Underwritten fundraising to raise £1 million

Update on publication of the financial results

Chill Brands, the consumer packaged-goods distribution company, is pleased to
announce that it has successfully concluded the terms of an underwritten
fundraising to raise £1 million (the "Fundraising").  The Company also
provides an update on the expected timing of completion of the Company's
audited accounts for the year to 31 March 2024 (the "FY24 Accounts") and its
unaudited interim accounts for the six-month period ended 30 September 2024
(the "H1 FY25 Interim Accounts").

Terms of the Fundraising

On 11 March 2025, the Company announced its intention to raise funds through
the issue of new Convertible Loan Notes (the "CLNs"). The terms of the
Fundraising have now been finalised as follows:

·    the aggregate principal amount of the Fundraising is £1.0 million.
The Company's largest shareholder, Jonathan Swann, has entered into an
agreement, dated 23 April 2025, with the Company to underwrite this amount,
thereby guaranteeing that the Company will secure the funding it requires;

·    the CLNs shall have conversion price of 1.5 pence per new ordinary
share (the "New Ordinary Shares"), being a 30.2% discount to the closing price
of the Company's shares on the day prior to the suspension of trading in the
Company's shares on 3 June 2024;

·    the CLNs shall attract interest at a rate of 10% per annum and shall
have a maturity date three years from the date of their issue;

·    under the CLNs, the principal, along with the fixed interest, may be
converted into new ordinary shares solely at the election of the subscriber
and following the suspension of trading in the Company's shares being lifted;

·    the minimum investment amount under the Fundraising will be set at
£10,000. Investors subscribing for up to £50,000 of CLNs (the "Initial
Subscribers") will be required to remit funds to the Company at the time of
subscription. For subscriptions in excess of £50,000, drawdown of funds will
be at the discretion of the Company and may occur at any time within 12 months
from the date of issue of the CLNs; and

·    the Company shall also issue to subscribers a warrant to subscribe
for one New Ordinary Share per CLN. The exercise price of each warrant shall
be equal to 1.25 times the volume-weighted average (the "VWAP") of the
Company's Ordinary Shares over the ten (10) trading days immediately preceding
the date of the relevant Drawdown Notice. As at the date of this announcement,
the Company's Ordinary Shares are suspended from trading. Accordingly, in
respect of any Drawdown made prior to the resumption of trading in the
Company's Ordinary Shares, the VWAP for the purposes of calculating the
exercise price of the associated warrants shall be deemed to be 1.5 pence per
New Ordinary Share. Warrants awarded to the Initial Subscribers, as opposed to
those resulting from future drawdowns at such time as trading in the Company's
shares has resumed, shall be deemed to be issued during the suspension. The
exercise price of warrants awarded to the Initial Subscribers shall therefore
be calculated in line with a VWAP of 1.5 pence per Ordinary Share.

As set out in the Company's announcement of 11 March 2025, the proceeds of the
Fundraising will primarily be used for the following: the ongoing development,
launch and distribution of new, compliant rechargeable, reuseable pod-based
vaping products; the expansion of marketing campaigns for the chill.com
marketplace website to drive brand awareness and customer acquisition; the
expansion of the Company's sales and distribution infrastructure to enable it
to attract and serve additional brands through enhanced field sales
operations; and to support the Company's general working capital requirements,
including potentially examining and pursuing synergistic and value generative
bolt-on acquisitions.

Interested parties wishing to participate in the Fundraising are invited to
contact the Company at contact@chillbrandsgroup.com
(mailto:contact@chillbrandsgroup.com) by no later than 5:00 p.m. (BST) on 8
May 2025. Expressions of interest should include the proposed investment
amount and confirmation of eligibility to participate. The Company reserves
the right to scale back or reject applications at its complete and sole
discretion.

Update on the publication of the financial results

Further to the Company's announcement on 26 March 2025, the Company has
continued to progress towards the completion of its audit and the publication
of the FY24 Accounts, along with the H1 FY25 Interim Accounts (together, the
"Financial Results").

The Company's Board recognises that the completion of this audit and the
publication of the Financial Results is significantly overdue. The Company and
its Directors are actively working towards finalising the audit, which as
stated previously, is subject to secondary, technical and engagement quality
reviews by the Company's statutory auditors to ensure compliance with
applicable accounting and regulatory standards.  The delay in completion has
been caused by a number of factors, including difficulties in accessing
information and records maintained by the Company's US subsidiary. These
issues have now been resolved. In addition, extended efforts to complete the
Fundraising and the influence of global macroeconomic conditions on this
process have had a consequential impact on the Company's financial modelling
and overall financial reporting procedures. With the Fundraising now
underwritten, the Company expects to make swift progress towards completing
the final stages of the audit.

Based on the current position, the Company expects to complete the audit and
publish the FY24 Accounts in mid-May 2025. The Company is working closely with
its auditors to finalise the process and will provide further updates as
appropriate. Following the publication of the FY24 Accounts, the Company also
intends to publish its H1 FY25 Interim Accounts shortly thereafter.

Harry Chathli, the Company's Chairman, commented: "We would like to extend our
heartfelt gratitude to our largest shareholder, Jonathan Swann, for his
unwavering support and commitment to our Company. His agreement to underwrite
the £1.0 million proposed fundraising provides us with the financial
stability we need as we navigate the final stages of our audit process and
plan for the future. We acknowledge that the completion of this audit and the
publication of our financial results are significantly overdue. However, with
the identified challenges now resolved and the fundraising underwritten, we
are confident that we will quickly progress towards finalising the audit and
will then seek to lift the suspension and resume trading in the company's
shares."

 

-ENDS-

 

Media enquiries:

 Chill Brands Group plc                                      contact@chillbrandsgroup.com

+44 (0)20 4582 3500
 Harry Chathli, Chairman

 Callum Sommerton, CEO
 Allenby Capital Limited (Financial Adviser and Broker)      +44 (0) 20 3328 5656
 Nick Harriss/Nick Naylor/Lauren Wright (Corporate Finance)

Kelly Gardiner (Equity Sales)

 

About Chill Brands Group

Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is an international consumer
packaged goods company focused on the development, marketing and distribution
of wellness and recreational products. The Company's proprietary nicotine-free
vapour products cater to the rapidly growing market for tobacco alternatives
and are distributed by some of leading retail stores in the US and UK. Chill
Brands also operates the chill.com e-commerce website, on which it is building
a marketplace of products from third-party brands.

 

Publication on website

A copy of this announcement is also available on the Group's website at
(http://www.chillbrandsgroup.com/) http://www.chillbrandsgroup.com
(http://www.chillbrandsgroup.com/)

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