REG - British Honey Co. - Strategic Review & Formal Sale Process

Frp AdvisoryAnnouncement

13/10/2022 08:15

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RNS Number : 7714C  British Honey Company PLC (The)   13 October 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE
2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT
CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7
OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE OR THE
TERMS ON WHICH SUCH AN OFFER MIGHT BE MADE. THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.

 

 

 

 

 

 

The British Honey Company plc

("BHC" or the "Company")

 

Review of Strategic Options and Formal Sale Process

BHC (AQUIS:BHC), the producer of premium British honey and craft spirits
products, announces the launch of a strategic review to explore the strategic
and financing options available to the Company, including the possibility of a
sale of the Company.

Strategic and financing options review

Further to the announcement on 30 September 2022 the Board is continuing to
work closely with its auditors to enable the Company to publish its annual
results for the year ended 31 December 2021 as well as its interim results for
the period ended 30 June 2022. The Board expects both sets of results to be
published before the end of October 2022. The Board is cognisant that
publication of the aforementioned results has taken much longer than
originally anticipated. During this extended period the Company has continued
to maintain strict cost and investment discipline, reducing labour costs over
the last 12 months by £1.2m and as at 10 October 2022 it had £0.18m of cash.
However, the Board is mindful that the Company is exposed to consumer
discretionary spend as well as having to finance certain costs in production
runs upfront including duty payments. Therefore, the Company is currently
exploring financing options to support its near-term working capital
requirements. BHC will require this additional funding by the end of November
2022, based on current management forecasts.

The Board believes that it is in the best interests of all the Company's
stakeholders to explore all possible strategic and financing options at this
time. In addition to further external investment in the business, these
options may include a potential sale of the Company as a whole or its business
and assets. The Board has decided to undertake this strategic review under the
auspices of a "formal sale process" as defined in the Takeover Code (the
"Formal Sale Process" or "FSP") and to take advantage of the dispensations
that follow, as set out below. The Board believes that the FSP framework will,
in the context of the Company's status as a publicly listed company, best
facilitate engagement with potential partners and the assessment of any
expressions of interest that may emerge. The Board confirms that it has not
yet received any expressions of interest and wishes to be clear that there can
be no certainty that any offer will be forthcoming.

 

BHC has appointed FRP Advisory Trading Limited ("FRP") as its financial
adviser during this strategic review and FSP, with finnCap advising in respect
of the requirements of the Takeover Code and Stanford Capital Partners in
their capacity as Joint Broker to the Company. Parties with an interest in
submitting any proposal in relation to the strategic options being considered
by the Company should contact FRP on the contact details (email preferably)
set out below. Participation in the proposed process, including the
participation in any FSP, will involve entering into a non-disclosure
agreement, on terms satisfactory to the Company, in order to receive
confidential information. The Board reserves the right to reject any approach
or terminate discussions with any interested party at any time (without
liability to any person).

 

The Board will assess the merits of any expressions of interest that are
received pursuant to the FSP but wishes to make clear that there can be no
certainty any offer will be forthcoming or that the terms of any such offer
will be suitable for the Company and its stakeholders.

The Board maintains a positive outlook for the business beyond its near-term
working capital pinch-point, highlighting a solid first half performance in
the current financial year with "white label" business continuing to drive
sales, including a number of recent tender awards with a large low cost
European supermarket. The Company sees clear potential for the next financial
year to show considerable improvement on recent years and notes its healthy
stockholding position and current debt free position.

Takeover Code dispensations

The UK Takeover Panel (the "Takeover Panel") has granted the Company a
dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the
Code such that any interested party participating in the Formal Sale Process
will not be required to be publicly identified as a result of this
announcement and will not be subject to the 28 day deadline referred to in
Rule 2.6(a) of the Code for so long as it is participating in the Formal Sale
Process. Following this announcement, the Company is now considered to be in
an "offer period" as defined in the Code and, amongst other provisions, the
dealing disclosure requirements set out below will apply. Further
announcements regarding timings for the FSP will be made when appropriate.

The Board reserves the right to alter any aspect of the process outlined above
or to terminate it at any time. The Board also reserves the right to reject
any approach or to terminate discussions with any interested party or
participant at any time (without liability to any person).

Further announcements will be made as and when appropriate. Important further
disclosures required pursuant to the Code are set out below.

 Enquiries:

                                                      via Walbrook PR Limited

 The British Honey Company plc                        (see below)

 Richard Day / Mark Jones

 finnCap -

 AQSE Corporate Adviser & Joint Broker                Tel: +44 (0)20 7220 0500

 Carl Holmes / George Dollemore (corporate finance)

 Stanford Capital Partners -                          Tel: +44 (0)20 3650 3650

 Joint Broker

 Patrick Claridge / John Howes / Bob Pountney

 FRP Advisory Trading Limited -

 FSP Advisor                                          Tel: +44 (0)20 3005 4000

 Matthew Flower / Joel Coulson                        matthew.flower@frpadvisory.com

                                                      joel.coulson@frpadvisory.com

 Walbrook PR Limited

 Financial PR                                         Tel: +44 (0)20 7933 8780

 Paul Vann / Nick Rome /Joe Walker                            +44 (0)7768 807631

                                                      britishhoney@walbrookpr.com

 

 

MAR

The information contained within this announcement is considered by the
Company to constitute inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed
in accordance with the Company's obligations under Article 17 of MAR. Upon the
publication of this announcement via a Regulatory Information Service, this
inside information will be considered to be in the public domain.

 

Rule 2.9

In accordance with Rule 2.9 of the Code, BHC confirms that it has in issue
17,162,735 ordinary shares of 10 pence each in the capital of the Company
("Ordinary Shares") admitted to trading on the AQSE Growth Market of the Aquis
Stock Exchange. The International Securities Identification Number for BHC
Ordinary Shares is GB00BL4Q0333.

 

Rule 26.1

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the Company's website at
https://britishhoney.co.uk/pages/circulas-to-shareholders
(https://britishhoney.co.uk/pages/circulas-to-shareholders) . The content of
the website referred to in this announcement is not incorporated into and does
not form part of this announcement.

 

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk,  including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Miscellaneous

finnCap Ltd which is regulated in the United Kingdom by The Financial Conduct
Authority is acting for the Company in relation to the matters described in
this announcement and is not advising any other person, and accordingly will
not be responsible to anyone other than the Company for providing the
protections afforded to customers of finnCap or for providing advice in
relation to the matters described in this announcement.

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities or the
solicitation of any vote or approval in any jurisdiction. Any offer (if made)
will be made solely by certain offer documentation which will contain the full
terms and conditions of any offer (if made), including details of how such
offer may be accepted. This announcement has been prepared in accordance with
English law and the Code, and information disclosed may not be the same as
that which would have been prepared in accordance with laws outside of the
United Kingdom. The release, distribution or publication of this announcement
in jurisdictions outside of the United Kingdom may be restricted by laws of
the relevant jurisdictions, and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, any such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

Nothing in this announcement is or should be relied on as a promise or
representation as to the future. This announcement includes certain
statements, estimates and projections provided by the Company in relation to
the Company's anticipated future performance. Such statements, estimates and
projections are based on various assumptions made by the Company concerning
anticipated results which may or may not prove to be correct. No
representations or warranties are made by any person as to the accuracy of
such statements, estimates or projections.

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