REG - Chill Brands Group - Open Offer to Shareholders
31/05/2022 07:00
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RNS Number : 3141N Chill Brands Group PLC 31 May 2022
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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 AMENDED BY REGULATION 11
OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
31 May 2022
Chill Brands Group plc
("Chill Brands" or the "Company")
Open Offer to Raise up to approx. £0.5m
Chill Brands (https://chillbrandsgroup.com/) , 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 £0.02 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 (https://chillbrandsgroup.com/investor-relations/corporate-documents/)
.
Up to £483,673.92 (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 under the Open Offer (6.00 30 May 2022
p.m.)
Announcement of Open Offer (7.00 a.m.) 31 May 2022
Existing Ordinary Shares marked 'ex' by London Stock Exchange (8.00 a.m.) 31 May 2022
Circular posted to shareholders 31 May 2022
Basic Entitlements and Excess Open Offer Entitlements credited to stock 1 June 2022
accounts in CREST of Qualifying CREST Shareholders (8.00 a.m.)
Recommended latest time for requesting withdrawal of Basic Entitlements and 13 June 2022
Excess Open Offer Entitlements from CREST (4.30 p.m.)
Latest time for depositing Basic Entitlements and Excess Open Offer 14 June 2022
Entitlements into CREST (3.00 p.m.)
Last day for splitting of application forms (3.00 p.m.) 15 June 2022
Last day for receipt of completed Application Forms and payment in full under 17 June 2022
the Open Offer or settlement of relevant CREST instruction (as appropriate)
(11.00 a.m.)
Allocation of Excess Units to Qualifying Shareholders 17 June 2022
Results of Open Offer announced 17 June 2022
Admission and commencement of dealings (8.00 a.m.) 20 June 2022
CREST accounts credited 20 June 2022
Latest day for despatch of share certificates (14 days from admission) 4 July 2022
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.
-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)
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
£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 consisted of two parts. The
first 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 £583,334. For the
second part, subscribers for Ordinary Shares also subscribed for Loan Notes
with an aggregate value of £2,916,669.90. 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 Official 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 £483,673.92 (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
£483,673.92 (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
Official 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 financial 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 Official 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
office 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
(http://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 £42,000 (inclusive of VAT). The maximum
proceeds of the Open Offer, if all the Open Offer Units are applied for and
taken up, will be £483,673.92, and so the maximum net proceeds, after
deducting the expenses of £42,000 (inclusive of VAT), will be £441,673.92.
The Company intends to use the net proceeds of the Open Offer to further
expand its digital marketing programmes, including relationships with
influencers 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 quantified.
4. Details of the Fundraising and the Open Offer
As announced on 12 May 2022, the Company has successfully raised £3.5 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
£583,334, and of Loan Notes with an aggregate value of £2,916,669.90.
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
fixed 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 fide 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 benefit 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 Official 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 fidemarket 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 financial 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 financial 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 confirmed 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 form" not in an uncertificated 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 £2,916,669.90
which was announced on 26 April 2022 and completed on 13 May 2022, pursuant to
which the Company raised £3.5 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 £0.01 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 of currency in the UK;
"Takeover Code" or "City Code the City Code on Takeovers and 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 form recorded on the relevant register or other record as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
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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
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"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 Ordinary shares of 1p each
Identification code
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 Not applicable - single transaction
- Aggregated volume
- Price
e) Date of the transaction 27 May 2022
f) Place of the transaction Off Market
d)
Aggregated information
- Aggregated volume
- Price
Not applicable - single transaction
e)
Date of the transaction
27 May 2022
f)
Place of the transaction
Off Market
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