Fundraising

LONDON--(BUSINESS WIRE)--

Chapel Down Group plc

(“Chapel Down” or the “Company”)

EPIC:CDGP

Completion of subscription for shares raising approximately £18.53m

and

Intention to launch an Open Offer to existing shareholders

Funds will be used to accelerate the growth of the business

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, any securities of the Company in any jurisdiction.

Chapel Down, the market leader in English wines, is pleased to announce that it has completed a fundraising of £18.53m through the issue of new shares (the “Fundraising”) and that it also intends to launch an Open Offer for existing shareholders to raise up to approximately £1.47m in further proceeds (the “Open Offer”).

The Fundraising

Chapel Down has raised £18.53m gross through the issue of 37,060,000 new ordinary shares at 50 pence each (such shares, the “New Shares”). The New Shares represent 26.8 per cent. of the enlarged issued share capital.

Investors including IPGL, the family office of Michael Spencer, and a global institutional investor have taken part in the Fundraising alongside the Company’s board and management. Following the Fundraising, the directors’ holdings represent 32.4% of the Company. A full breakdown of the board and management shareholdings can be seen at the end of this announcement.

The New Shares will be issued under the board's existing authorities. Application will be made for the New Shares to be admitted to the NEX Exchange Growth Market and it is anticipated that this will occur on 15^th December 2017.

The funds raised pursuant to the Fundraising will be used to enable the Company to satisfy the ever-increasing demand for its award-winning products. The proceeds of the Fundraising will be used:

• To grow the wine business by securing new vineyard land of c.500 acres and managing that land to fruition, as well as building new stock;
• To invest in the sales and marketing of our Chapel Down and Curious brands and further strengthen the Company’s world class team to support its future growth ambitions;
• To accelerate the growth of our beer business including the fit out of the shop, bar and visitor experience at the Ashford brewery;
• To build a strong position in the sprits market through the recently launched Gin and Vodka brands; and
• To enable the company to be best placed to take advantage of acquisition and consolidation opportunities that may arise.

Nomura International plc acted as Equity Advisor to the Company in relation to the Fundraising.

The Open Offer

Chapel Down intends to launch an Open Offer for existing shareholders to allow them to continue their journey with Chapel Down and take part in the exciting next stage of the Company’s development. The Open Offer will also be at 50 pence per share. The Company intends to use the proceeds of the open offer for general working capital purposes and corporate M&A activity.

The Open Offer is expected to launch by 19^th December and will be open to those who are shareholders as of close of business on 12^th December, and will target a raise of up to £1.47m. Further details will be provided in a separate announcement in due course.

Existing shareholders will be notified by post or in the case of Seedrs investors by email from Seedrs.

Trading Update

As a result of the Fundraising, the Company is providing the following trading update.

The Company has delivered consistent growth over the last 6 years with a 25% compounded annual growth rate in sales.

The business continues to thrive and despite the challenges of the English weather, turnover is expected to be at or above £11.6m for the current financial year, in line with management and the board’s expectations.

Following the expansion of the senior team with the hiring of Gareth Bath from Brewdog and Mark Harvey from LVMH to drive the beer and wines and spirits businesses, respectively, the recent launch of the new spirits brands, and with the investment in the business enabled by this Fundraising, management and the board expect the sales growth trajectory to significantly accelerate in the coming 12 months.

Whilst the focus will be on rapid beer growth next year, the delivery of the brewery at the end of 2018 will see a further structural EBITDA margin enhancement from 2019.

Frazer Thompson, CEO of Chapel Down, said:

“This is a transformational moment for Chapel Down. This fundraising enables us to significantly invest in the business for further growth and to meet the increasing demand for our products. We welcome the new investors in our Company and hope that many of our existing shareholders will take part in the Open Offer and continue their journey with Chapel Down. This marks the opening of a new chapter of growth for Chapel Down. With an outstanding team and world class products, we will look to fully capitalise on our position as the UK’s most exciting drinks company.”

Director’s Interests

Following the Fundraising, but excluding the shares to be issued under the Open Offer, the issued share capital of the Company will be 138,080,948 ordinary shares. The Directors’ interests are detailed below.

	As at the record date		Following Admission**		Following Admission***
Director	Number of Ordinary Shares	Percentage of Ordinary Share Capital	Number of Ordinary Shares	Percentage of Ordinary Share Capital	Number of Ordinary Shares	Percentage of Ordinary Share Capital
P Brett	13,352,097	13.22%	13,352,097	9.67%	13,352,097	9.47%
J Dunsmore	5,029,410	4.98%	5,429,410	3.93%	5,429,410	3.85%
M Harvey	5,971	0.01%	15,971	0.01%	15,971	0.01%
F Thompson	2,202,867	2.18%	2,222,867	1.61%	2,222,867	1.58%
R Woodhouse	909,951	0.90%	929,951	0.67%	929,951	0.66%
N Wray*	21,797,168	21.58%	22,797,168	16.51%	22,797,168	16.17%
Total number of ordinary shares in issue	101,020,948		138,080,948		141,020,948

*Of the above total 20,439,269 Ordinary Shares are held by family trusts in which Nigel Wray has a non-beneficial interest. The balance of Ordinary Shares represents Nigel Wray’s beneficial holding.

** These numbers and percentages are calculated on the basis that none of the Open Offer Shares are fully taken-up by Shareholders.

*** These numbers and percentages are calculated on the basis that the Open Offer Shares are fully taken-up by Shareholders.

For further information on Chapel Down please visit www.chapeldown.com or contact

Chapel Down Group plc	01580 763 033
Frazer Thompson	Chief Executive
Richard Woodhouse	Finance Director
Nomura International plc	020 7102 1000
Myles Evanson
Oliver Tucker
finnCap Ltd	020 7220 0500
Geoff Nash/Simon Hicks
Stephen Norcross
Headland	020 3805 4822
Lucy Legh
Francesca Tuckett

This announcement contains statements that are, or may be deemed to be, "forward‐looking statements". These forward‐looking statements may be identified by the use of forward‐looking terminology, including the terms "believes", "expects", "anticipates", "intends", "plans", "estimates", "aim", "forecast", "projects", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward‐looking statements may and often do differ materially from actual results. The forward‐looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth, strategies and the industry in which the Company operates. The forward‐looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Forward‐looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward‐looking statements. As a result, investors are cautioned not to place undue reliance on such forward‐looking statements. Forward‐looking statements speak only as of their date and the Company and any of such person's respective directors, officers, employees, agents, affiliates or advisors expressly disclaim any obligation to supplement, amend, update or revise any of the forward‐looking statements made herein, except where it would be required to do so under applicable law. It is up to the recipient of this announcement to make its own assessment as to the validity of such forward‐looking statements and assumptions. No statement in this announcement is intended as a profit forecast or a profit estimate.

Nomura International plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Chapel Down Group plc and no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Chapel Down Group plc for providing the protections afforded to clients of Nomura International plc or for providing advice in relation to the matters set out in this announcement.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.

LEI: 213800BAUCZ4OXC97W72
Classification: 2.2 Inside Information

Category Code: MSCH

Sequence Number: 637408

Time of Receipt (offset from UTC): 20171212T193438+0000