REG - Distil PLC - Fundraising;RPT;Notice of Meeting;Change of Broker

DistilAnnouncement

23/09/2024 07:00

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RNS Number : 1406F  Distil PLC  23 September 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK
LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI
2019/310) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR)
WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE
INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED
INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH
INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

Distil PLC

(the "Company")

 

Placing and Subscription for, in aggregate, 541,666,675 new Ordinary Shares at
0.12 pence per share with Placing Warrants at 0.36 pence per share; Related
Party Transactions; Notice of General Meeting; Change of Broker

High proportion of fundraising committed from two leading investors: Grain
GmbH,  and Dr Graham Cooley

Transaction Highlights:

·    Placing and Subscription to raise £0.65 million (before expenses)
through the issue of 541,666,675 new Ordinary Shares at the Issue Price

·    Grain GmbH, which is connected to Roland Grain, a non-executive
director of the Company, has agreed to invest £200,000 for 166,666,600 new
Ordinary Shares in the Subscription

·    Dr Graham Cooley is investing £90,000 for 75,000,000 new Ordinary
Shares via the Placing

·    First Tranche of fundraising of £0.108 million allotted from
existing authorities

·    Second Tranche of fundraising of £0.542 million subject to approval
at General Meeting

·    Appointment of Allenby Capital as broker to the Company

Distil plc (AIM:DIS), owner of premium drinks brands RedLeg Spiced Rum,
Blackwoods Gin and Vodka, TRØVE Botanical Vodka and Blavod Black Vodka, is
pleased to announce it has conditionally raised £0.65 million (before
expenses) through a Placing and Subscription (together, the "Fundraising").

The Fundraising will provide working capital, including to fund production and
promotion for the important Christmas season, production of promotional
Limited Edition stock; development of brand range extensions; major account
listings for On & Off Trade; and Ready to serve developments.

The Company has conditionally placed through its new joint broker, Allenby
Capital Limited, 358,333,475 new ordinary shares of 0.1p each ("Ordinary
Shares") in the capital of the Company (the "Placing Shares") at a price of
0.12p per Placing Share (the "Issue Price") to raise £0.43 million, before
expenses (the "Placing").

The Company also announces a conditional subscription of 183,333,200 new
Ordinary Shares (the "Subscription Shares", and together with Placing Shares,
the "Fundraising Shares") at the Issue Price with existing shareholders to
raise £220,000, before expenses (the "Subscription").

Participation in the Subscription by Grain GmbH and Don Goulding (Executive
Chairman) are related party transactions under the AIM Rules. The Independent
Director, having consulted with SPARK Advisory Partners, the Company's
nominated adviser, considers that the terms of the Subscription by Grain GmbH
and Mr Goulding are fair and reasonable insofar as Shareholders are concerned.

The Fundraising Shares will represent approximately 37.28 per cent. of the
Enlarged Share Capital following Second Admission.

The Issue Price represents a discount of approximately 40 per cent. to the
Closing Price of 0.20 pence per Ordinary Share on 20 September 2024, being the
last practical date prior to the date of this announcement.

 

Don Goulding, Executive Chairman of the Company, commented:

"I am pleased to announce a successful round of fundraising and thank our
shareholders for the continued support shown to the business.

This funding will support working capital and brand activation over the key
trading period October through December and enable us to compete as we seek to
expand distribution in 2025.

Fee Shares

In addition to the Fundraising Shares, 6,250,000 new Ordinary Shares are to be
issued at the Issue Price, conditional upon Second Admission, to an adviser in
settlement of amounts owed by the Company.

Change of Broker

The Company announces the appointment of Allenby Capital Limited as broker,
with immediate effect.

Notice of General Meeting

A General Meeting to approve the resolutions (the "Resolutions") required to
implement the Fundraising is to be held at Temple Chambers, 3-7 Temple Avenue,
London EC4Y 0DT at 10.00 a.m. on 9 October 2024. A detailed timetable of
events is set out at the bottom of this announcement.

Copies of a Circular convening a General Meeting for 10.00 a.m. on 9 October
2024 will be sent to shareholders later today and will shortly be available on
the website of the Company at http://www.distil.uk.com/investors
(http://www.distil.uk.com/investors) .

Extracts from the Circular are set out below.

For further information:

 Distil PLC
 Don Goulding, Executive Chairman  Tel: +44 203 283 4006

 SPARK Advisory Partners Limited

 (NOMAD)
 Neil Baldwin                      Tel: +44 203 368 3550

 Mark Brady
 Allenby Capital Ltd

 (Broker)
 James Reeve/Piers Shimwell        Tel: +44 (0)20 3328 5656

 Jos Pinnington/Guy McDougall

 

Extracts from the Circular:

"Letter from the Chairman of Distil

1.    Introduction

 

The Company announced on 23 September 2024 that it had conditionally raised
£650,000, before expenses, by way of a placing of 358,333,475 Placing Shares
and subscription for 183,333,200 Subscription Shares, all at a price of 0.12
pence per New Ordinary Share. The fundraising comprises:

·      a firm placing of 90,511,381 First Tranche Placing Shares to
raise £108,614 (before expenses) to be issued pursuant to the Company's
existing authorities to issue and allot equity securities on a non-pre-emptive
basis: and

·      a conditional placing of 267,822,094 Second Tranche Placing
Shares to raise £321,387 (before expenses) and a conditional subscription for
183,333,200 Subscription Shares to raise £220,000, which are subject to
Shareholders' approval at the General Meeting.

The Issue Price represents a discount of approximately 40 per cent. to the
Closing Price of 0.20 pence per Ordinary Share on 20 September 2024, being the
last practical date prior to the date of the Announcement. Placing Warrants
over 1,095,833,350 shares will also be issued to, inter alia, participants in
the Placing and the Subscription.

The Placing Shares and Subscription Shares will represent approximately 37.28
per cent. of the Company's Enlarged Share Capital. The First Tranche Placing
Shares have been placed conditional on First Admission (which is expected to
become effective, with dealings in the First Tranche Placing Shares to
commence, on or around 26 September 2024). The Second Tranche Placing Shares
have been placed, and the Subscription Shares have been subscribed for,
conditional, inter alia, on the passing of the Resolutions being proposed at
the General Meeting and upon Second Admission (which is expected to become
effective, with dealings in the Second Tranche Placing Shares and Subscription
Shares to commence, on or around 11 October 2024). Neither the Placing nor the
Subscription have been underwritten.

For the Second Tranche Placing and the Subscription to proceed, the Company
requires Shareholders' approval to authorise the Directors to allot the Second
Tranche Placing Shares, the Subscription Shares and the Fee Shares, to issue
the Placing Warrants and to disapply statutory preemption rights in relation
to the issue of the Second Tranche Placing Shares, the Subscription Shares,
the Fee Shares and the Placing Warrants.

I am therefore writing to provide you with details of the Proposals, and to
give you notice of the General Meeting at which the resolutions to authorise
the Directors to allot and issue, and disapply the statutory pre-emption
provisions in respect of ,inter alia, the Second Tranche Placing Shares, the
Subscription Shares, the Fee Shares and the Placing Warrants will be put to
Shareholders. The General Meeting is to be held at 10.00 a.m. on 9 October
2024 and the formal notice of the General Meeting is set out at the end of
this document.

2.    Background to and reasons for the fundraising

On 14 August 2024 the Company issued a trading update in which the Board
advised that:

"The business had anticipated lower sales in the first four months of the year
due to phasing trends, however the results achieved sit below expectations. In
light of this, we have revised our expectations for the full year which,
despite the disappointing performance year to date, still anticipate revenue
growth versus 2023.

The global alcohol market has been facing persistent challenges in recent
years, with global drinks industry data service, IWSR, recording a decline in
global beverage alcohol volumes in 2023 for the first time in 30 years, with
difficulties continuing into 2024.

The decline has been driven by an extraordinarily challenging economic
environment, as consumers are faced with ongoing inflationary pressures which
are putting a strain on spending. While this is an issue affecting all global
markets, for 2024, this has been exacerbated in the UK by the poor weather,
leading to further curbs on socialising both in and out of home.

The effects of these changes to consumer spending have been felt throughout
the drinks industry, across all arms and at all levels, including our
business.

Q1 and July trading was considerably softer than expected and has required the
business to pivot in order to drive volumes across our brands through
increased consumer facing activity. This has included an increase in
promotional activity to drive awareness and trial, as well as to secure key
on-trade listings, the benefits of which we expect to begin to see once the
market shows signs of recovery.

This backdrop has created an immediate short-term funding need within the
business and the Board is currently exploring funding options to address this
need."

Having consulted with major shareholders and brokers the Company has been able
to agree to raise £650,000 by way of an issue of new Ordinary Shares in the
Company. The Company has obtained the support of major shareholders Roland
Grain (via Grain GmbH) and Dr Graham Cooley, who have each agreed to subscribe
in the Placing or Subscription.

 

3.      Details of the Placing

 

The Placing has conditionally raised approximately £430,000 (before expenses)
for the Company by the issue of the Placing Shares at the Issue Price with
investors.

 

The Placing

The Placing is being conducted in two tranches because the Company currently
has limited shareholder authority to issue new Ordinary Shares for cash on a
non-pre-emptive basis. Details of the two tranches of the Placing are set out
below.

First Tranche Placing

The conditional placing of the First Tranche Placing Shares at the Issue Price
has raised  £108,614 (before expenses) for the Company, within the Company's
existing share allotment authorities which were granted at the Company's
annual general meeting held on 9 July 2024.

The First Tranche Placing is conditional, inter alia, upon:

(a)         the Placing Agreement not having been terminated in
accordance with its terms; and

(b)        admission of the First Tranche Placing Shares to trading on
AIM becoming effective by no later than 8.00 a.m. on 26 September 2024 (or
such later time and/or date as the Company, SPARK and Allenby Capital may
agree (being no later than 8.00 a.m. on 10 October 2024)).

 

Second Tranche Placing

The conditional placing of the Second Tranche Placing Shares at the Issue
Price has raised £321,387 (before expenses).

The Second Tranche Placing is conditional, inter alia, upon:

(a)         the passing of the Resolutions at the General Meeting;

(b)        the Placing Agreement not having been terminated in
accordance with its terms;

(c)         completion of the Subscription; and

(d)        admission of the Second Tranche Placing Shares, the
Subscription Shares and the Fee Shares to trading on AIM becoming effective by
no later than 8.00 a.m. on 11 October 2024 (or such later time and/or date as
the Company, SPARK and Allenby Capital may agree (being no later than 8.00
a.m. on 25 October 2024)).

The Placing is not being underwritten.

The Placing will result in the issue of 358,333,475 New Ordinary Shares
representing approximately 24.66 per cent. of the Enlarged Share Capital. The
Placing Shares, when issued and fully paid, will rank pari passu in all
respects with the Existing Ordinary Shares on Second Admission.

4.      Details of the Subscription

The Subscription has raised £220,000 for the Company by the conditional issue
of a total of 183,333,200 New Ordinary Shares at the Issue Price to (1) Grain
GmbH and (2) Don Goulding as set out in section 10 below.

The Subscription is conditional upon, inter alia:

·        the Resolutions being duly passed at the General Meeting by 9
October 2024, or such later time and/or date as the Company, Allenby Capital
and SPARK may agree in the event of an adjournment of the General Meeting, but
in any event by no later than 8.00 a.m. on 23 October 2024; and

 

·        Second Admission becoming effective on or before 8.00 a.m. on
11 October 2024 or such later time and/or date as the Company, Allenby Capital
and SPARK may agree, but in any event by no later than 8.00 a.m. on 25 October
2024.

The Subscription will result in the issue of 183,333,200 New Ordinary Shares
representing approximately 12.62 per cent. of the Enlarged Share Capital. The
Subscription Shares, when issued and fully paid, will rank pari passu in all
respects with the Existing Ordinary Shares on Second Admission.

5.    Fee Shares

6,250,000 New Ordinary Shares are to be issued at the Issue Price, conditional
upon the Resolutions being duly passed at the General Meeting and Second
Admission, to an adviser in settlement of amounts owed by the Company. The Fee
Shares, when issued, will rank pari passu in all respects with the Existing
Ordinary Shares on Second Admission and will represent approximately 0.43 per
cent. of the Enlarged Share Capital.

6.    Placing Warrants

Placees and subscribers in the Placing and Subscription will be issued with
Placing Warrants (each Placing Warrant giving the right to subscribe for one
Ordinary Share) on the basis of two Placing Warrants for every 1 new Ordinary
Share subscribed in the Placing or Subscription. The Placing Warrants will be
exercisable at a price of 0.36 pence per Ordinary Share at any time up to two
years following the date of Second Admission. Placing Warrants are also being
issued to the recipient of the Fee Shares (see above). In aggregate,
1,095,833,350 Placing Warrants will be issued which, if exercised in full,
would result in proceeds of £3.945 million.

The Placing Warrants will be unlisted, and no application will be made to
admit the Placing Warrants to trading on any stock exchange.

7.    Settlement and dealings

Application has been made to the London Stock Exchange for the Placing Shares,
the Subscription Shares and the Fee Shares to be admitted to trading on AIM.

The First Tranche Placing Shares have been allotted conditional upon First
Admission and it is expected that they will be admitted to trading on AIM at
8.00 a.m. on 26 September 2024 (or such later time and/or date as the Company,
SPARK and Allenby Capital may agree (being no later than 8.00 a.m. on 10
October 2024)).

Following the passing of the Resolutions at the General Meeting, the Second
Tranche Placing Shares, Subscription Shares and Fee Shares will be allotted
conditional upon Second Admission. It is expected that the Second Tranche
Placing Shares, Subscription Shares and Fee Shares will be admitted to trading
on AIM at 8.00 a.m. on 11 October 2024 (or such later time and/or date as the
Company, SPARK and Allenby Capital may agree (being no later than 8.00 a.m. on
25 October 2024)).

8.    Placing Agreement

The Company, SPARK and Allenby Capital have entered into the Placing
Agreement, pursuant to which Allenby Capital has agreed, subject to certain
conditions, to use its reasonable endeavours to procure placees for the
Placing Shares.

The Placing Agreement is conditional, inter alia, upon First Admission
becoming effective at 8.00 a.m. on 26 September 2024 (or such later time
and/or date as the Company, SPARK and Allenby Capital may agree (being no
later than 8.00 a.m. on 10 October 2024)) and Second Admission becoming
effective at 8.00 a.m. on 11 October 2024 (or such later time and/or date as
the Company, SPARK and Allenby Capital may agree (being no later than 8.00
a.m. on 25 October 2024)).

The Company has agreed to pay all costs and expenses relating to the Placing
and the applications for Admission, including a fee and commission payable to
Allenby Capital, and a corporate finance advisory fee to SPARK.

The Placing Agreement contains certain customary warranties given by the
Company in favour of SPARK and Allenby Capital in relation to, inter alia, the
accuracy of the information in this document and the Announcement and other
matters relating to the Group and its business. In addition, the Company has
agreed to indemnify SPARK and Allenby Capital in respect of certain
liabilities they may incur in respect of the Placing or Admission. It also
contains provisions entitling SPARK and Allenby Capital to terminate the
Placing Agreement if, inter alia, a breach of any of the warranties occurs, a
force majeure event occurs or an event occurs which is material in the context
of the Placing.

9.    Use of Proceeds

The gross proceeds amount to £650,000. The expenses of the Proposals amount
to approximately £74,600, of which approximately £67,100 will be settled in
cash, and £7,500 will be satisfied by the issue of the Fee Shares on the same
terms as the Placing and Subscription. The net proceeds  of the Placing and
the Subscription will be applied by the Company as follows:

 

●         Working capital (including production, promotional and
Limited Edition

            & Christmas Stock
production
£354,900

●        Promotional Limited Edition for Xmas
Season
   £88,000

●        Brand range
extensions
   £55,000

●         On & Off Trade - major account listings
 
   £50,000

●        Ready to serve
developments
 
                           £35,000

 

Unencumbered cash reserves stood at £15,000 as at 31 August 2024 and so the
net proceeds of the fundraising will provide Distil with sufficient liquidity
as the Company enters the build up to crucial Christmas season and its busiest
trading period of the year.

10.  Related Party Transactions

Roland Grain is a non-executive Director of the Company and is currently
interested (via Grain GmbH) in 213,619,107 Existing Ordinary Shares
(representing 23.60 per cent. of the Company's current issued share capital).
As a Director and as a substantial shareholder in the Company, Roland Grain is
a related party under the AIM Rules.

Don Goulding is Executive Chairman of the Company, and as such  is a related
party under the AIM Rules.

The participation of Grain GmbH and Don Goulding in the Subscription are
related party transactions under AIM Rule 13 of the AIM Rules.

 

Neither Mr Grain nor Mr Goulding are considered independent in relation to the
consideration of these related party transactions under AIM Rule 13.
Therefore, Shaun Claydon, being the Independent Director, has considered the
participation of the related parties in the Subscription in line with the AIM
Rules.

Grain GmbH's and Don Goulding's participation in the Subscription

 Name          Holding of Existing Ordinary Shares  Amount subscribed for in the Subscription  Number of Subscription Shares†    Number of Ordinary Shares held post Second Admission  % of Ordinary Share capital held post Second Admission
 Grain GmbH*   213,619,107                          £200,000                                   166,666,600                       380,285,707                                           26.17%
 Don Goulding  10,000,000                           £20,000                                      16,666,600                      26,666,600                                            1.84%

 

*       Grain GmbH is a company to which Mr Roland Grain is connected.

†      in addition two Placing Warrants will be issued for every one
Subscription Share subscribed .

The terms of the Subscription are essentially the same as the terms of the
Placing.

The Independent Director has considered the participation of Grain GmbH and Mr
Goulding in the Subscription. Having consulted with SPARK Advisory Partners,
the Company's nominated adviser, the Independent Director considers that the
terms of Grain GmbH's and Mr Goulding's participation in the Subscription are
fair and reasonable insofar as Shareholders are concerned.

11.  General Meeting

The Directors do not currently have sufficient existing authorities to allot
shares and dis-apply pre-emption rights under section 551 and section 570 of
the Act to enable the Company to allot and issue the Second Tranche Placing
Shares, the Subscription Shares, the Fee Shares and the Placing Warrants.
Consequently, the Company needs to first obtain approval from its Shareholders
to grant to the Board additional authority to allot the New Ordinary Shares
and to dis-apply statutory pre-emption rights which would otherwise apply to
such allotment or grant. The Company is also seeking Shareholder authority to
increase the Directors' general authority to allot securities and dis-apply
pre-emption rights pursuant to sections 551 and 570 of the Act, respectively.

A summary and brief explanation of the resolutions to be proposed at the
General Meeting is set out below. Please note that this is not the full text
of the Resolutions and you should read this section in conjunction with the
Resolutions contained in the Notice at the end of this document. The following
resolutions will be proposed at the General Meeting:

Resolution 1, which will be proposed as an ordinary resolution, is to
authorise the Directors to allot or issue the Second Tranche Placing Shares,
the Subscription Shares, the Fee Shares, the Placing Warrants and further new
Ordinary Shares (representing approximately 33 per cent. of the Enlarged Share
Capital) up to an aggregate nominal value of £479,500; and

Resolution 2, which will be proposed as a special resolution, and which is
subject to the passing of Resolution 1, dis-applies statutory pre-emption
rights, provided that such authority shall be limited to the Second Tranche
Placing Shares, the Subscription Shares, the Fee Shares, the Placing Warrants
and further Ordinary Shares (representing approximately 20 per cent. of the
Enlarged Share Capital) having an aggregate nominal value of £290,606.

The General Meeting will be held at 10.00 a.m. on 9 October 2024 at Temple
Chambers, 3-7 Temple Avenue, London EC4Y 0DT.

12.  Irrevocable Undertaking

Grain GmbH (213,619,107 Ordinary Shares) has  irrevocably undertaken to vote
its Ordinary Shares (which amount to 23.60% of the issued share capital) in
favour of the Resolutions at the General Meeting.

13.  Action to be taken by Shareholders

A form of proxy for use at the General Meeting is enclosed. Whether or not you
intend to attend the General Meeting in person, you are requested to complete
and sign the form of proxy and return it to the Company's Registrars at 3 The
Millennium Centre, Crosby Way, Farnham, GU9 7XX, so as to arrive no later than
10.00 a.m. on 7 October 2024. The return of the form of proxy will not prevent
you from attending the General Meeting and voting in person should you wish to
do so.

14.  Importance of the vote

The First Tranche Placing is not conditional on the Second Tranche Placing nor
the Subscription. Should the Resolutions not be passed at the General Meeting,
the Second Tranche Placing and the Subscription will not proceed. The First
Tranche Placing will not be affected by any or all of the Second Tranche
Placing and the Subscription failing to complete for any reason.

In order for Second Admission to proceed, Shareholders will need to approve
both Resolutions set out in the Notice of General Meeting.

If either of the Resolutions to be proposed at the General Meeting are not
approved by Shareholders, the Second Tranche Placing Shares and the
Subscription Shares will not be able to be allotted and the Placing Warrants
will not be able to be issued and consequently the Company will receive
significantly less money than anticipated from the Placing and Subscription.
In such circumstances, unless the Company was able to raise potentially more
expensive and/or dilutive funds from alternative sources in the immediate
short term, the Company will have to adapt its business plans, strategy and
cost base accordingly and it is highly likely that the Company's performance,
financial position and prospects will be adversely affected. Accordingly, the
Directors consider that it is very important that Shareholders vote in favour
of the Resolutions in order that Second Admission can proceed.

15.  Board Recommendations

In relation to the Resolutions, as Mr Grain (via Grain GmbH) and Mr Goulding
have participated in the Subscription, they are not considered independent and
as such have not participated in the recommendation.

The Independent Director considers that the Placing, the Subscription, the
issue of the Fee Shares and Placing Warrants and the Resolutions are in the
best interests of the Company and its Shareholders as a whole.

Accordingly, the Independent Director recommends that you vote in favour of
the Resolutions.

Yours sincerely

 

Don Goulding
 Chairman

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2024

Announcement of the Placing and
Subscription
23 September

Posting of this document and the form of
proxy
23 September

First Admission (of the First Tranche Placing
Shares)                                 8.00
a.m. on 26 September

Expected date of despatch of definitive share certificates for
the         within 10 days of 26 September

First Tranche Placing Shares in certificated form (certificated holders only)

Latest time and date for receipt of forms of proxy for the General
Meeting       10.00 a.m. on 7 October

General
Meeting
10.00 a.m. on 9 October

Announcement of the result of the General
Meeting
9 October

Second Admission (of the Second Tranche Placing Shares, Subscription Shares

and Fee
Shares)
                   8.00 a.m. on 11 October

Expected date of despatch of definitive share certificates for the within 10
working days of 11 October

Second Tranche Placing Shares, Subscription Shares and Fee Shares in

certificated form (certificated holders only) and certificates for the Placing
Warrants

Notes:

1.     References to times in this document are to London time unless
otherwise stated.

2.     If any of the above times or dates should change, the revised times
and/or dates will be notified to Shareholders by an announcement on an RNS
(and posted on the Company's website).

3.     All events in the above timetable following the General Meeting are
conditional upon approval by the Shareholders of the Resolutions.

PLACING AND SUBSCRIPTION STATISTICS

 Existing Ordinary Shares in issue as at the date of this document  905,113,864
 Number of Subscription Shares                                      183,333,200
 Number of Placing Shares                                           358,333,475
 Number of Fee Shares                                               6,250,000
 Enlarged Share Capital                                             1,453,030,539

 Number of Placing Warrants                                         1,095,833,350
 Percentage of the Enlarged Share Capital represented               37.28%

by the Placing Shares and the Subscription Shares
 Issue Price                                                        0.12p
 Gross proceeds of the Placing and the Subscription                 £650,000
 Estimated net proceeds of the Placing and the Subscription         £582,900

 

DEFINITIONS

The following definitions apply throughout this document, unless the context
requires otherwise.

"Act"
Companies Act 2006

"Admission"                             First
Admission and/or Second Admission, as the context may require

"AIM"
the market of that name operated by the London Stock Exchange

"AIM Rules"                             the AIM
Rules for Companies whose securities are traded on AIM, as published by the
London Stock Exchange from time to time

"Allenby Capital"                    Allenby Capital
Limited, the Company's broker

"Announcement"                     the notification issued
by the Company on 23 September 2024, which sets out details of the Proposals

"Articles"
the Company's articles of association

 

"Board" or "Directors"               the directors of the
Company at the date of this document, whose names are set out on page 8 of
this document

 

"Closing Price"                        0.20 pence,
being the closing mid-market share price of the Company on 20 September 2024

"CREST"                                  the
relevant system (as defined in the CREST Regulations) for paperless settlement
of share transfers and the holding of shares in uncertificated

form which is administered by Euroclear

"CREST Manual"                      the rules governing
the operation of CREST consisting of the CREST Reference Manual, the CREST
International Manual, the CREST Central Counterpart Service Manual, the CREST
Rules, the CCSS Operations Manual, the Daily Timetable, the CREST Application
Procedures and the CREST Glossary of Terms, as published by Euroclear from
time to time

"CREST Regulations"              the Uncertificated Securities
Regulations 2001(SI 2001/3755) (as amended)

"Distil" or "Company"               Distil PLC, a company
registered in England and Wales with registered number 3727483

"Enlarged Share Capital"         together the Existing Ordinary
Shares, the Placing Shares, the Subscription Shares and the Fee Shares

"Euroclear"
Euroclear UK & International Limited

"Existing Ordinary Shares"       the 905,113,864 Ordinary Shares in
issue as at the date hereof

"Existing Shareholders"            holders of Ordinary Shares at
the date of this document

"Fee Shares"                            6,250,000
new Ordinary Shares to be issued to an adviser at the Issue Price in
settlement of amounts owed by the Company

 ''First Admission''             the admission to trading on AIM of the First Tranche Placing Shares becoming

                               effective in accordance with Rule 6 of the AIM Rules

 "First Tranche Placing"         the conditional placing of the First Tranche Placing Shares pursuant to the
                                 Placing Agreement, further details of which are set out in this document
 "First Tranche Placing Shares"  the 90,511,381 new Ordinary Shares to be allotted under the First Tranche
                                 Placing

"FCA"
the Financial Conduct Authority

 

"form of proxy"                        the form of
proxy accompanying this document (or otherwise available) for use at the
General Meeting

"General Meeting" or "GM"       the General Meeting of Shareholders to
be held at 10.00 a.m. on 9 October 2024

"Grain GmbH"                          a substantial
shareholder in the Company controlled by Mr Roland Grain, a non-executive
director of the Company

"Group"
the Company and its subsidiaries as at the date of this document

"Independent Director"            Shaun Claydon

"Issue Price"                            0.12p
per Placing Share, Subscription Share and Fee Share

"London Stock Exchange"       London Stock Exchange plc

"New Ordinary Shares"            the Placing Shares, the
Subscription Shares and the Fee Shares

 

"Notice" or

"Notice of General Meeting"     the notice of the General Meeting set out
at the end of this document

"Ordinary Shares"                    ordinary shares of
0.1p each in the capital of the Company

 

"Placing"                                 the
conditional placing of the Placing Shares at the Issue Price, further details
of which are set out in section 3 of the Letter from the Chairman

 

"Placing Agreement"              the agreement dated 23 September
2024 between (1) the Company, (2) Allenby Capital and (3) SPARK, a summary of
the key terms of which can be found in paragraph 8 of the Letter from the
Chairman

"Placing Shares"                     the 358,333,475 new
Ordinary Shares to be issued pursuant to the Placing

"Placing Warrants"                 the warrants to be issued
with the Placing Shares, Subscription Shares and Fee Shares, the terms of
which are set out in section 6 of the Letter from the Chairman in this
document

"Proposals"                             the
Placing and the Subscription

"Resolutions"                         the resolutions
set out in the notice of General Meeting

                                   the admission to trading on AIM of the Second Tranche Placing Shares, the

                                 Subscription Shares and the Fee Shares becoming effective in accordance with
 ''Second Admission''              Rule 6 of the AIM Rules
                                   the conditional placing of the Second Tranche Placing Shares pursuant to the

                                 Placing Agreement, further details of which are set out in this document
 "Second Tranche Placing"
                                   the 267,822,094 new Ordinary Shares to be issued under the Second Tranche

                                 Placing
 "Second Tranche Placing Shares"

"SPARK"                                 SPARK
Advisory Partners Limited, the Company's Nominated Adviser

"Shareholders"                      holders of Ordinary
Shares in the Company from time to time

"Sterling" or "£"                       the lawful
currency of the UK

"Subscription Agreements"  the conditional agreements dated 23 September 2024
between the Company and (1) Grain GmbH (a company with which Mr Roland Grain,
a non-executive director, is connected), and (2) Don Goulding, relating to the
Subscription

"Subscription"                       the subscription
for the Subscription Shares by (1) Grain GmbH and (2) Don Goulding under the
Subscription Agreements, further details of which are set out in section 4 of
the Letter from the Chairman

"Subscription Shares"          the 183,333,200 new Ordinary Shares to
be issued pursuant to the Subscription

"UK" or "United Kingdom"     the United Kingdom of Great Britain and
Northern Ireland

"US" or "United States"          the United States of America, its
territories and possessions, any states of the United States of America and
the District of Columbia and all other areas subject to its jurisdiction.

 

"£", "pounds sterling",           are references to the lawful
currency of the United Kingdom

"pence" or "p"    "

 

IMPORTANT NOTICES

 

Notice to Distributors

 

Solely for the purposes of the temporary product intervention rules made under
sections S137D and 138M of the FSMA and the FCA Product Intervention and
Product Governance Sourcebook (together, the "Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
Product Governance Requirements) may otherwise have with respect thereto, the
Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, as defined under the FCA Conduct of
Business Sourcebook COBS 3 Client categorisation, and are eligible for
distribution through all distribution channels as are permitted by the FCA
Product Intervention and Product Governance Sourcebook (the "Target Market
Assessment").

 

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing offer no guaranteed income and no
capital protection; and an investment in the Placing is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Allenby Capital Limited will only procure investors
who meet the criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of the FCA
Conduct of Business Sourcebook COBS 9A and 10A respectively; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Placing
Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

General

 

Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Broker to the Company in connection with the Placing.
Allenby Capital will not be responsible to any person other than the Company
for providing the protections afforded to clients of Allenby Capital or for
providing advice to any other person in connection with the Placing. Allenby
Capital has not authorised the contents of, or any part of, this announcement,
and no liability whatsoever is accepted by Allenby Capital for the accuracy of
any information or opinions contained in this announcement or for the omission
of any material information, save that nothing shall limit the liability of
Allenby Capital for its own fraud.

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