LONDON--(BUSINESS WIRE)--
Chapel Down Group plc
(“Chapel Down” or the “Company” or the “Group”)
EPIC: CDGP
Proposed disposal of Curious Drinks
Curious beer and cider brands and brewery to be acquired by Risk Capital Partners
Chapel Down Group to focus on driving fast growing wine business
Chapel Down, England's leading winemaker, today announces that it intends to give effect to the disposal of the Curious Drinks business and assets, comprising the Curious Beer and Cider brands and the Curious Brewery and restaurant, to a NewCo, established at the direction of Risk Capital Partners LLP ("RCP").
Subject to the granting of HM Revenue & Customs (“HMRC”) licences to RCP, the Company intends to place Curious Drinks Limited (“Curious”) into administration, following which RCP will acquire the business and assets from the administrators (the “Disposal”).
Background to the Disposal
The decision follows a strategic review by the Board, which was undertaken as a consequence of the effects of the COVID-19 pandemic on the hospitality industry. As disclosed in our interim results released on 30 September 2020, with 90% of its beer sold to the on-trade, Curious Drinks has been significantly impacted by the closure of pubs, bars, restaurants and hotels and other hospitality venues and events due to the UK Government imposed lockdowns.
In contrast, Chapel Down’s wine and spirit business, with an established strong brand and a more multichannel route to market has thrived, with overall volume growth of 38% in 2020. Increased focus and sales to supermarkets and other off premise retailers, and booming direct sales on-line have more than compensated for the loss of sales through the on-trade channel. This has created a significant opportunity to further grow Chapel Down and create value for shareholders.
The Board of Chapel Down has therefore decided that given the competitive strength of the wine business, it is in the best interests of the Group and its shareholders to focus on building the Chapel Down wine brand and business and to exit the Curious Drinks business. RCP has extensive experience in hospitality and drinks and we believe they can provide the award-winning Curious business with the investment and support it needs to fulfil its exciting growth potential.
There will be no redundancies as part of the Disposal. The effect of the Disposal, for which Chapel Down will not receive any consideration, is to remove the Curious business from the Chapel Down Group and with it the attendant net debt in Curious. This will reduce Chapel Down's unaudited net debt from £7.2m to £0.1m with £4.6m cash on a proforma basis at 31 December 2020.
Share for share exchange
In recognition of the importance of retail shareholders to the Group, the Board of Chapel Down has decided to support the investors in Curious Drinks who hold c.10% of the Curious shares, many of whom are our customers. Subject to completion of the Disposal occurring, Chapel Down will offer all registered Curious shareholders the opportunity to convert their shares in Curious into shares in Chapel Down. This conversion will be at a rate of 1.57 Chapel Down shares for each Curious share, which based on the average closing price of a Chapel Down share for the ten days ending 8 February 2021 of 63.8p, is equivalent to 50% of their original investment in Curious. The overall impact of this transaction for Chapel Down shareholders will be a marginal dilution (less than 1% of the Group’s existing issued share capital) going forward. Details of this offer will be circulated to Curious shareholders shortly and further announcements will follow in due course.
Timetable
The appointment of administrators and subsequent completion of the Disposal will be conditional on (1) the grant by HMRC of various excise licences to RCP, (2) the consent of HSBC as a secured creditor of Curious and (3) the consent of administrators to their appointment. As such, it is not possible to provide a confirmed date for completion of the Disposal.
A further announcement will follow on completion of the Disposal.
Frazer Thompson, CEO of Chapel Down Group, said:
“The COVID-19 pandemic has upturned the best laid plans of businesses all over the world and has required companies to respond to the crisis with flexibility and agility. In our case that involved pivoting our multichannel strategy to have a stronger focus on supermarkets and e-commerce direct sales to consumers for our wines which resulted in volume sales growth of 38% in 2020. Demand and respect for English wines and Chapel Down in particular, is growing all the time, and as the leading brand and business we see a significant opportunity and a very bright future for Chapel Down. We certainly won’t be abandoning the hospitality business – we love it – and will support its return vigorously with our wines and spirits.
“It has, however, been a very difficult year for the Curious Drinks business which, as a young brand with 90% of its sales to the on-trade hospitality sector, has been severely impacted by the uncertainty and frequent shuttering of that industry.
“Following a strategic review, the Board has taken the decision to focus our energy and resources on building the Chapel Down brand and business to ensure that we continue to flourish. While this has been a difficult decision, we are very pleased to have found in Risk Capital Partners an excellent home for Curious Drinks – and the Curious team – where the business will be able to fulfil its exciting growth potential. I’m delighted that we will be able to offer Curious Drinks shareholders shares in Chapel Down Group.
“Looking ahead, thanks to yet another excellent harvest in 2020 we will be able to release more wine for sale, whilst also putting aside more base wine for future growth. We look to the future with increasing confidence and will continue to drive the business for the benefit of all our stakeholders.
“I would like to take this opportunity to thank the team at Curious Drinks and the brewery, and all those customers and suppliers who have supported it over the years. I look forward to seeing its continued success in the coming years under new ownership.”
Luke Johnson, founder of Risk Capital Partners, said:
“We see terrific potential in the Curious Drinks business, and we’re very excited about its future, despite the challenges of the past year. Brewing will always be a cornerstone of British culture, and the craft beer revolution has only strengthened that. Curious is a great brand made in a fabulous facility, and with our support we believe the business can be developed further. We are particularly pleased to be taking on all Curious employees, who bring with them a wealth of insight and knowledge.”
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Contact
Chapel Down Group plc |
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01580 763 033 |
Frazer Thompson |
Chief Executive |
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Richard Woodhouse |
Finance Director |
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finnCap Ltd |
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020 7220 0500 |
Christopher Raggett/Simon Hicks |
Corporate Finance |
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Tim Redfern |
ECM |
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Headland Consultancy |
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020 3805 4822 |
Lucy Legh / Francesca Tuckett / Fay Rajaratnam |
This announcement contains 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.
About Chapel Down
Chapel Down is England’s leading wine producer and one of the UK’s most exciting drinks brands with vineyards across Kent, Sussex, Surrey and Essex. A young British company with a rapidly growing customer-centric business, Chapel Down produces and sells market-leading wines and spirits through the on-trade, leading retailers and direct to consumers through its e-commerce operation and vineyard shop. Chapel Down sell to customers who demand truly world class products, great service and great value. Its sparkling wines continue to set the standard for the industry and its range of still wines have won international accolades and wide critical acclaim, particularly at the premium end.
Over the last nine years Chapel Down has seen 20% year on year growth and the wine business passed the one million bottle mark in October 2020. In 2020, online sales have increased 5-fold and to date, wine sales are up 38% by volume.
About Curious Drinks
Established in 2011, Curious Drinks produces a variety of beers, lagers and ciders including Curious Brew and Curious IPA, with a unique and distinctive customer proposition. The Curious Brewery opened to the public in 2019 and supplies top end restaurants, pubs, bars, hotels and premium off-trade. It was awarded UK Brewery of the Year in 2019.
About Risk Capital Partners
Risk Capital Partners is a private equity firm co-founded by Luke Johnson. It previously backed Laine’s Pub Co and Draft House pubs, and Luke Johnson has been involved in the licensed trade since the age of 18.