REG - Distil PLC - Placing to raise £755,000

DistilAnnouncement

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RNS Number : 2134Z  Distil PLC  15 September 2025

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

("Distil" or the "Company")

 

Placing to raise £755,000

 

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 £755,000 (before expenses)
through a placing of new ordinary shares of 0.1p each in the Company
("Ordinary Shares") with new and existing investors (the "Placing").

 

Highlights

 

·    Placing to raise £755,000 (before expenses) through the issue of
580,769,230 new Ordinary Shares (the "Placing Shares") at an issue price of
0.13p per share (the "Issue Price"). The Placing is being conducted in two
tranches:

 

o  290,606,000 Placing Shares (the "First Tranche Placing Shares") have
conditionally been issued pursuant to the Company's existing share allotment
authorities, raising £377,788 (the "First Tranche Placing"); and

 

o  290,163,230 Placing Shares (the "Second Tranche Placing Shares") will be
issued subject to approval at the Company's upcoming annual general meeting
being held at 11.00 a.m. on 30 September 2025 (the "AGM") of resolutions (the
"Resolutions") to approve new share allotment authorities for the Company,
raising a further £377,212 (the "Second Tranche Placing");

 

·    Dr Graham Cooley is investing £100k for 76,920,000 new Ordinary
Shares via the Placing; and

 

·    warrants over 580,769,230 shares exercisable at 0.2p per warrant will
also be issued to participants in the Placing (the "Placing Warrants").

 

Background to and reasons for the Placing

 

On 13 March 2025, the Company announced that the board of Distil ("Board" or
"Directors") was undertaking a review of the strategic options available to
the Company to determine how best to support the Company in delivering
long-term shareholder value. Whilst this review remains ongoing, the Company
is undertaking the Placing in order to meet its near-term cash requirements.

 

Current trading and use of proceeds

 

On 24 July 2025, the Company announced an operational update on Distil and the
Ardgowan Distillery ("Ardgowan"). Since then, trading in Q2 of the current
financial year ending 31 March 2026 ("FY26") has improved on Q1. Q2 revenues
are expected to be approximately £247k (which if achieved would represent an
increase of 269% on Q1 and 1% on Q2 FY25), with £198k having been recorded in
July and August (unaudited). Calendar year revenues for the nine months ending
30 September 2025 are therefore expected to total approximately £744k, a 6%
increase on the prior year.

 

The net proceeds of the Placing of approximately £680,000 will be used by the
Company for general working capital purposes and to enable the completion of
the audit for the year ended 31 March 2025. The Directors consider that the
net proceeds will provide the Company with sufficient working capital for the
next 12 months, subject to achievement of sales over the period in line with
the Board's reasonable expectations.

 

Details of the Placing

 

The Company has conditionally placed through its broker, Allenby Capital
Limited, 580,769,230 Placing Shares at the Issue Price to raise £755,000,
before expenses pursuant to 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

 

290,606,000 First Tranche Placing Shares have conditionally been placed
utilising the Company's existing share allotment authorities.  The
conditional placing of the First Tranche Placing Shares at the Issue Price has
raised £377,788 (before expenses) for the Company.

 

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

 

(a)        the placing agreement between the Company and Allenby Capital
("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 18 September 2025 (or
such later time and/or date as the Company, SPARK Advisory Partners Limited
("SPARK") and Allenby Capital may agree).

 

Second Tranche Placing

 

290,163,230 Second Tranche Placing Shares have conditionally been placed at
the Issue Price pursuant to the Second Tranche Placing, raising £377,212
(before expenses).

 

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

 

(a)             the passing of the Resolutions at the AGM;

 

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

 

(c)              admission of the Second Tranche Placing Shares
to trading on AIM becoming effective by no later than 8.00 a.m. on 2 October
2025 (or such later time and/or date as the Company, SPARK and Allenby Capital
may agree).

 

The Placing is not being underwritten.

 

The Placing Shares will represent approximately 29 per cent. of the enlarged
share capital following completion of the Placing.

 

Warrants

 

Conditional on the passing of the Resolutions at the AGM, placees in the
Placing will be issued with Placing Warrants (each Placing Warrant giving the
right to subscribe for one Ordinary Share) on the basis of one Placing Warrant
for every one Placing Share subscribed for. The Placing Warrants will be
exercisable at a price of 0.2 pence per Ordinary Share at any time up to two
years following the date of Second Admission. In aggregate, 580,769,230
Placing Warrants will be issued which, if exercised in full, would result in
proceeds of approximately £1.2 million.

 

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

 

The Placing Price represents a discount of approximately 26 per cent. to the
closing mid-market price of an Ordinary Share of 0.175 pence per on 12
September 2025, being the last practical date prior to the date of this
announcement. The Placing Shares, when issued and fully paid, will rank pari
passu in all respects with the existing Ordinary Shares.

 

Related party transaction

 

Dr Graham Cooley is currently interested in 275,150,000 Existing Ordinary
Shares (representing 18.94 per cent. of the Company's current issued share
capital) and has subscribed for 76,920,000 Placing Shares. As a substantial
shareholder in the Company, Dr Cooley is a related party under the AIM Rules,
and the participation of Dr Cooley in the Placing is a related party
transaction under AIM Rule 13 of the AIM Rules.

 

The Directors have considered the participation of Dr Cooley in the Placing.
Having consulted with SPARK Advisory Partners, the Company's nominated
adviser, the Directors consider that the terms of Dr Cooley's participation in
the Placing are fair and reasonable insofar as Shareholders are concerned.

 

Admission to trading on AIM

 

Application has been made to the London Stock Exchange plc for the First
Tranche Placing Shares to be admitted to trading on AIM ("First Admission").
It is currently anticipated that First Admission will become effective and
that dealings in the First Tranche Placing Shares will commence on AIM at 8.00
a.m. on or around 18 September 2025.

 

Subject to, inter alia, the approval of the Resolutions at the AGM,
application will be made to the London Stock Exchange plc for the Second
Tranche Placing Shares to be admitted to trading on AIM ("Second
Admission"). Assuming the Resolutions are passed at the AGM, it is
anticipated that that Second Admission will become effective and that dealings
in the Second Tranche Placing Shares will commence on AIM at 8.00 a.m. on or
around 2 October 2025.

 

Total voting rights

 

On First Admission, the Company will have 1,743,636,539 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 in issue and voting
rights will be 1,743,636,539 and this figure may be used by shareholders from
First 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.

 

A further announcement will be made in relation to the total voting rights in
the Company's share capital following Second Admission.

 

Don Goulding, Executive Chairman of the Company, commented:

"I'm pleased to announce a successful round of fundraising, the majority of
which will be used as working capital to enable us to activate strongly during
our upcoming peak trading period.

 

"In addition, funds will be used to complete and open the Blackwoods Brand
Home on the site of the Ardgowan Distillery, as well as support new markets
and new listings in the UK on-trade.

 

"I extend my thanks to our existing shareholders who have shown their
continued support during this raise, as well as to new shareholders, who we
welcome to the business."

 

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/Matt Butlin

 

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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