REG - Chill Brands Group - Publication of a Prospectus

Chill BrandsAnnouncement

30/11/2023 13:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231130:nRSd2588Va&default-theme=true

RNS Number : 2588V  Chill Brands Group PLC  30 November 2023

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, AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF UK
MAR.

30 November 2023

Chill Brands Group plc

("Chill Brands" or the "Company")

Publication of UK Prospectus

Chill Brands, the consumer packaged-goods distribution company, is pleased
to announce that it has received approval from the UK Financial Conduct
Authority ("FCA") for publication of a UK prospectus document (the
"Prospectus").

 

The intention to publish the Prospectus was originally announced on 26 April
2022.

 

The Prospectus can be viewed here:
http://www.rns-pdf.londonstockexchange.com/rns/2588V_1-2023-11-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/2588V_1-2023-11-30.pdf)

 

The Prospectus is also being filed at the National Storage Mechanism and is
available for download on the Company's website:

 

https://chillbrandsgroup.com/investor-relations/corporate-documents/
(https://chillbrandsgroup.com/investor-relations/corporate-documents/)

 

The Prospectus, which includes full details of the Company's activities and
planned near-term development, has been produced to enable the issue and
admission of a total of 154,675,220 ordinary shares of 1 pence each in the
capital of the Company ("Ordinary Shares") to the standard segment of the FCA
Official List and to trading on the London Stock Exchange's ("LSE") Main
Market for listed securities ("Admission"), resulting from the conversion of
loan notes whose issue had been announced on 26 April 2022 and 17 June 2022.
The Prospectus also includes details of the potential admission of up to a
further 19,750,574 Ordinary Shares to the standard segment of the FCA Official
List and to trading on the LSE's Main Market for listed securities resulting
from the exercise of warrants.

 

Applications for Admission have been made to both the FCA and LSE and the
issue and Admission of 154,675,220 Ordinary Shares is expected to take place
at 0800 on 5 December 2023.

 

Total Voting Rights

On Admission, the issued share capital of the Company will comprise
442,290,525 Ordinary Shares with one voting right per Ordinary Share.  The
Company does not hold any Ordinary Shares in treasury.  The total number of
Ordinary Shares and voting rights in the Company on Admission is therefore
442,290,525.

This figure may be used by shareholders in the Company 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 share capital of the
Company under the FCA's Disclosure Guidance and Transparency Rules.

Payment of Interest on Convertible Loan Notes

 

The Company has processed the interest accrued on the Convertible Loan Notes
(which, as set out above, are being converted into Ordinary Shares) for the
period from 1 June to 30 September 2023. Payments are expected to be made this
week. A further balancing payment for interest accrued from 1 October 2023 to
the date of conversion will be made during December 2023.

 

Due to an oversight, the Company failed to pay interest accrued up to 30
September 2023 on that date contrary to the terms of the Convertible Loan
Notes. Arrangements have been made, as set out above, for the outstanding
interest plus default interest to be paid to the holders of the Convertible
Loan Notes.

 

-ENDS-

About Chill Brands Group

Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is concerned with the
development, marketing and distribution of wellness and recreational products
containing natural, functional ingredients. The Company's proprietary product
range is distributed by some of the most recognisable convenience retail
outlets in the US and UK includes nicotine-free disposable vapour products
that cater to the rapidly growing market for tobacco alternatives. 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
https://chillbrandsgroup.com/ (https://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/Lauren Wright (Corporate Finance)

Kelly Gardiner (Equity Sales)

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  PDIXBLFXXFLBFBZ