TIDMVOY
RNS Number : 9205J
Voyager Life PLC
16 December 2022
16 December 2022
Voyager Life plc
("Voyager" or the "Company")
Acquisition, Fundraise, Issue of Warrants, Director Dealings,
Share Options &
Appointment of Broker
Voyager, the health and wellness company supplying high-quality
Cannabidiol (CBD), hemp seed oil and hemp-related products, is
pleased to announce that it has acquired a CBD extraction and
manufacturing facility in Poland from Goodbody Health Limited
("Goodbody") (the "Acquisition") for a consideration of GBP1.5
million, comprising of GBP0.5 million in cash and GBP1.0 million of
convertible loan notes, subject to regulatory approval being
granted by the authorities in Poland.
The Acquisition comprises the shares of Sativa Wellness Poland
Sp. z.o.o. and Olimax NT Sp. z.o.o., subsidiaries of Goodbody, that
combined provide CBD extraction and manufacturing at a facility in
Bilcza, Poland.
The Company has raised a total of approximately GBP0.55 million
from new investors, existing shareholders and from Nicholas
("Nick") Tulloch, Chief Executive Officer, and Eric Boyle,
Non-Executive Chairman, who have irrevocably agreed to subscribe
for GBP200,000 (the "Director Subscriptions") of the GBP0.55
million. The Director Subscriptions, which are on the same terms as
the Fundraise (as defined below), are subject to the granting of a
Rule 9 waiver under the Takeover Code and shareholder approval at a
forthcoming general meeting of the Company.
Voyager intends to publish a shareholder circular in due course,
following approval by the Takeover Panel, and the general meeting
is expected to be held early in 2023. Accordingly, the Company will
issue 2,899,992 new ordinary shares at a price of 12 pence per new
ordinary share (the "Fundraise"), raising gross proceeds of
approximately GBP0.35 million to partially fund the Acquisition,
with a dmission of shares to trading on Aquis Stock Exchange Growth
Market expected to occur at 8:00 am on or around 3 January
2023.
Voyager will assume full operational control of the CBD
extraction and manufacturing facility on 1 January 2023 .
Acquisition of CBD extraction and manufacturing facility
The acquisition of the CBD extraction and manufacturing facility
in Poland will allow the Company to create a vertically integrated
pan-European group which, following the Acquisition will
comprise:-
-- CBD extraction facility in Poland that is Hazard Analysis and
Critical Control Point ("HACCP"), Good Manufacturing Practice
("GMP"), Good Hygiene Practice ("GHP") compliant and ISO 22000
certified;
-- Manufacturing of skincare, topicals and ingestible products;
-- Pan-European white label and private label supply of CBD products;
-- Multi-channel distribution including three own stores and
over 100 online and third party outlets.
The Directors believe that the Acquisition is an exceptionally
good fit with Voyager's existing business with no overlap between
the two operations. There are not expected to be any
post-transaction redundancy or closure costs but certain cost
savings are anticipated, for example as IT platforms and services
are consolidated. More importantly, the Directors expect revenue
synergies as the complementary businesses come together.
Following completion of the Acquisition, Voyager's operations
will span the supply chain of CBD production from extraction
through to retail sales. Specifically, the Company anticipates the
following revenue streams:
-- sales of CBD isolate and distillate;
-- manufacturing and sales of white label & private label
topical, skincare and ingestible CBD products;
-- trade sales of finished products; and
-- direct to retail sales through own stores and online channels.
Control of the entire supply chain should materially reduce
Voyager's costs for individual product lines. With no margin
conceded to external suppliers of extraction and manufacturing - as
is typically the case elsewhere in the UK and European CBD industry
- the Directors anticipate that Voyager will become more
competitive potentially enabling it, to reduce retail pricing as
well as offering its own retail partners higher margins to stock
its products. In the current cost of living crisis, the Directors
believe that this ability to control production costs, and, so be
more competitive, is a significant advantage in this fast-growing
industry.
Voyager's operations will be pan-European giving the Company the
ability to service customers in both the UK and European Union
without the constraints of border controls and customs fees, both
of which have been impediments in the past.
The Acquisition comprises an extraction and manufacturing
facility in Bilcza, Poland. Located on the outskirts of the city of
Kielce, the majority of the facility was built in the last 2-3
years. It was bought in 2019 for approximately GBP13 million (C$22
million) by Stillcanna Inc. (which subsequently merged with
Goodbody), and significant amounts have been invested in the
facility since that purchase. The land on which the facility is
built is owned freehold and comprises its own electricity
substation for security of energy supply. There is also extensive
unused capacity which will allow for additional manufacturing and
testing capabilities to be added on. It is Voyager's plan to
manufacture products in Poland that have been formulated at the
Company's premises in Scotland. As well as CBD extraction from
hemp, the facility in Bilcza can be used for production of other
plant-based products, such as essential oils and cold-pressed hemp
seed oil. Voyager intends to expand the facility's operations to
include fulfilment for its European customers.
The historic financial performance of the Acquisition assets are
set out below (together with Voyager's historic financial results
for comparison):
Revenue (GBP'000) 2019 2020 2021
===================== ====== ====== ======
Olimax (Poland)* 271 341 720
------ ------ ------
Voyager** - - 178
------ ------ ------
Illustrative total 271 341 898
------ ------ ------
*Year to 31 December
**Year to 31 March 2022
The combined assets of the purchased entities exceed GBP2
million (Voyager's unaudited total assets as at 30 September 2022
were GBP1.9 million). The projected operating costs of the enlarged
group are not expected to exceed GBP1.3 million per annum.
Following completion of the Acquisition, the Directors expect to
realise some limited cost synergies in areas such as information
technology and human resources but the primary benefit of the
Acquisition is anticipated by the Directors to be through revenue
synergies, specifically cross-selling to white label customers,
developing the sales function in Poland which has been limited to
date as well as enhancing Voyager's product range in-store and
online.
The consideration for the Acquisition is GBP1.5 million
comprising GBP0.5 million cash and GBP1.0 million convertible loan
notes. The Directors believe this compares favourably to what they
believe is a rebuild value of the Polish facility of around GBP5.0
million. The loan notes are repayable at any time or otherwise
convertible into 2.5 million Voyager ordinary shares. They carry an
annual coupon of 7.5 per cent. with repayment or conversion by
third anniversary of completion.
Voyager will assume full operational control of the CBD
extraction and manufacturing facility on 1 January 2023 with legal
title passing following the conclusion of certain Polish
registration requirements thereafter . During negotiations for the
Acquisition, Voyager and Goodbody have developed a strong working
relationship. Voyager is now stocking Goodbody's blood diagnostic
tests in its three stores and the two companies expect to continue
to collaborate together on projects in the future.
The Fundraise, Use of Proceeds and Issue of Warrants
Pursuant to the Fundraise, the Company is issuing 2,899,992 new
ordinary shares representing approximately 24 per cent of the
enlarged share capital following Admission. At the issue price of
12 pence, the Fundraise will raise gross proceeds of GBP347,999 for
the Company which will be applied to payment of the GBP0.5 million
cash consideration due to Goodbody in accordance with the terms of
the Acquisition.
For each new ordinary share issued pursuant to the Fundraise, an
investor will receive a warrant allowing the holder to subscribe
for an additional share in the Company at an exercise price of 20
pence ("Warrants"). The issue of the Warrants are conditional on
shareholder approval at a forthcoming general meeting and, if
approved, will therefore be issued over 2,899,992 new ordinary
shares and will expire on the second anniversary of the date of the
general meeting.
The Fundraise, which is not being underwritten, is conditional,
inter alia, upon admission of the new ordinary shares.
The new ordinary shares will be eligible for Enterprise
Investment Scheme (EIS) and Venture Capital Trust (VCT) purposes
providing tax benefits to certain investor groups. The new ordinary
shares will rank pari passu in all respects with the ordinary
shares including the right to receive all dividends and other
distributions declared, paid or made after the date of issue.
Rule 9 Waiver
Nick Tulloch, Chief Executive Officer, and Eric Boyle,
Non-Executive Chairman, have irrevocably agreed to subscribe, in
aggregate, for GBP200,000 in Voyager ordinary shares at a price of
12 pence per share with attached Warrants subject to the granting
of a Rule 9 waiver under the Takeover Code and shareholder approval
at a forthcoming general meeting of the Company. Voyager intends to
publish a shareholder circular in due course, following approval by
the Takeover Panel, and the general meeting is expected to be held
early in 2023.
Share Option Scheme
At the time of its admission to trading on the AQSE Growth
Market in June 2021, Voyager adopted a share option scheme, which
includes an EMI scheme, under which all of the Company's employees
were eligible for awards. There are currently 989,884 share options
outstanding under this scheme (which in aggregate represent 10.7
per cent of the existing issued share capital) . These options have
an exercise price of 19 pence per ordinary share and are subject to
certain performance conditions which, inter alia, require the
Company's share price to exceed 70 pence. Given the decline of the
Company's share price in line with other companies in the CBD
sector, the existing share options are considered by the Directors
to no longer fulfil the primary objective of incentivising
employees.
Accordingly, the Directors will grant new awards under the Share
Option Scheme and all options previously granted to Directors and
employees will be surrendered. The new awards are simplified in
structure thereby reducing ongoing administration costs but are
nevertheless designed to incentivise employees whilst prioritising
shareholders' returns over employee rewards.
The Company will grant 1,622,818 share options ("Options") to
certain of its Directors and employees pursuant to the Share Option
Scheme (which in aggregate will represent 11.7 per cent of the
enlarged share capital following Admission and completion of the
Director Subscriptions). Each Option has a higher exercise price of
20 pence and provides the holder the right to one new ordinary
share on its exercise. The exercise price represents a premium of
48 per cent. to the mid-market closing price per Voyager ordinary
share of 13.5 pence on 15 December 2022. The Options vest over two
years from the date of grant subject, inter alia, to continued
employment.
Once vested, the Options expire on the tenth anniversary of the
date of grant if not exercised.
Pursuant to the Share Option Scheme, Nick Tulloch, Voyager's
Chief Executive Officer, will be granted options over 921,304
ordinary shares and Eric Boyle, Chairman, will be granted options
over 460,652 ordinary shares.
As stated at the time of its admission, the intention of the
Company is that the aggregate number of options that may be issued
or reserved for issuance pursuant to the Share Option Scheme (or
any other share schemes that the Company may in the future operate)
may not exceed 15 per cent of the Company's issued share capital.
The Company may in future award additional options to new staff or
to award exceptional performance but will keep within the above
limit on the aggregate number of options.
Appointment of Broker and Issue of Broker Warrant
The Company also announces the appointment of Stanford Capital
Partners LLP ("Stanford Capital") as broker to the Company with
immediate effect. As part of their involvement in the Fundraise,
the Company has issued Stanford Capital a warrant over 60,764 new
ordinary shares in the Company with an exercise price of 20 pence
for a period of two years from date of issue (being 16 December
2022).
Admission
Application has been made for 2,899,992 new ordinary shares to
be admitted to trading on the Aquis Stock Exchange Growth Market
("Admission"). Admission is expected to occur at 8:00 am on or
around 3 January 2023. The new ordinary shares will rank pari passu
with the existing ordinary shares.
Total Voting Rights
Following Admission, the Company's enlarged share capital will
comprise 12,152,912 ordinary shares ordinary shares of 1p each.
Therefore, the total number of voting rights in the Company will be
12,152,912 . This figure may be used by shareholders as the
denominator for calculations by which they will determine if they
are required to notify their interest in the Company, or a change
to their interest in the Company, under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Nick Tulloch, Chief Executive Officer and Founder of Voyager,
said: "This acquisition simultaneously fulfils two of our
objectives, namely to extend our business into Europe and complete
our vertical integration. Voyager will now be in a position to
control the CBD supply chain from extraction to manufacturing to
product accreditation to retail.
"As our VoyagerCann manufacturing division has grown, we have
increasingly dealt with European customers who, as a consequence of
Brexit, may find delivery times are elongated due to customs checks
and prices are distorted by customs charges. Going forward, our
product range that is already formulated and made in the UK can now
be manufactured in Poland and distributed across the European
Union's single market.
"Not only does the acquisition make us more attractive to our
B2B customers, given the breadth of services we can now offer, but
it also enables us to make very significant cost savings across our
product range. The retail prices of CBD products are under pressure
and we are now not only well placed to protect our own margins but
also to offer better deals to our end customers.
"Concluding this acquisition marks the end of many months of
hard work but, with more work to come as we integrate our new
Polish facility with the rest of our business, we believe we have
laid the foundations to be one of the most important CBD companies
in continental Europe."
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation and the Directors of the Company
are responsible for the release of this announcement.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"potentially", "expect", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward-looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
S
Enquiries:
Voyager
Nick Tulloch - nick@voyagerlife.uk / +44 (0) 1738 317 693
http://voyagerlife.uk
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti or Liam Murray +44 (0) 20 7213 0880
Stanford Capital Partners LLP (Broker)
Patrick Claridge +44 (0) 203 3650 3650
Bob Pountney +44 (0) 203 3650 3651
John Howes +44 (0) 203 3650 3652
Notes to Editors:
About Voyager
Voyager was founded in 2020 and is based in Perth, Scotland. The
Company's primary objective is the formulation and supply of high
quality CBD and hemp seed oil products although it also produces
several other complementary products, the majority of which are
manufactured from the hemp plant. Its product categories include a
pet range which has rapidly developed into one of the Company's
best sellers. The Company sells online, through third party stores
and in its own stores which are located in St Andrews, Edinburgh
and Dundee. The Company has two principal retail brands: Voyager,
focused on health & wellness, and Ascend Skincare, our beauty
range. Voyager products are currently available from Cornwall to
Shetland in over 100 online and brick-and-mortar outlets.
The Company's philosophy of plant-based health and wellness is
embodied in its mission statement and hashtag of "Choose you". With
an experienced team and a product line created in line with the
UK's regulatory regime, Voyager aims to become the trusted brand in
this increasingly popular health and wellness space.
Through Voyager's bespoke skincare product creation and
development division , voyagerCann , the Company also offers a full
turnkey service to other CBD and cosmetics companies assisting them
in developing and launching new products.
Website and social media links:
Voyager:
https://voyagercbd.com/
https://www.instagram.com/voyagercbd/
https://twitter.com/voyagercbd
https://www.linkedin.com/company/voyager-cbd/
https://www.facebook.com/voyagercbd/
voyagerCann:
https://voyagercann.com/
https://www.instagram.com/voyagercann/
https://twitter.com/voyagercann/
https://www.linkedin.com/company/voyagercann/
https://www.facebook.com/voyagercann/
1. Details of PDMR / person closely associated with them ("PCA")
a) Name Nicholas Tulloch
------------------------------------ --------------------------------------------------------------------------
2. Reason for the notification
----------------------------------------------------------------------------------------------------------------
a) Position / status CEO
------------------------------------ --------------------------------------------------------------------------
b) Initial notification / amendment Initial notification
------------------------------------ --------------------------------------------------------------------------
3. Details of the issuer, UK emission allowance market participant, auction platform or auctioneer
----------------------------------------------------------------------------------------------------------------
a) Name Voyager Life plc
------------------------------------ --------------------------------------------------------------------------
b) LEI 213800XIUQ3AHRZ6UF89
------------------------------------ --------------------------------------------------------------------------
2. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
----------------------------------------------------------------------------------------------------------------
a) Description of the financial Op tions over o rdinary shares of 1 pence each
instrument
------------------------------------ --------------------------------------------------------------------------
b) Nature of the transaction Surrendering of historical options and a ward of new options over
ordinary shares at an exercise
price of 20 pence per new ordinary share
------------------------------------ --------------------------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------- -----------------------------------
20 pence 921,304
------------------------------------------------------------------------------- -----------------------------------
d) Aggregated information Aggregated N/A
volume Price
------------------------------------ --------------------------------------------------------------------------
e) Date of the transaction 16 December 2022
------------------------------------ --------------------------------------------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------------ --------------------------------------------------------------------------
1. Details of PDMR / person closely associated with them ("PCA")
----------------------------------------------------------------------------------------------------------------
a) Name Eric Boyle
------------------------------------ --------------------------------------------------------------------------
2. Reason for the notification
----------------------------------------------------------------------------------------------------------------
a) Position / status Chairman
------------------------------------ --------------------------------------------------------------------------
b) Initial notification / amendment Initial notification
------------------------------------ --------------------------------------------------------------------------
3. Details of the issuer, UK emission allowance market participant, auction platform or auctioneer
----------------------------------------------------------------------------------------------------------------
a) Name Voyager Life plc
------------------------------------ --------------------------------------------------------------------------
b) LEI 213800XIUQ3AHRZ6UF89
------------------------------------ --------------------------------------------------------------------------
2. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
----------------------------------------------------------------------------------------------------------------
a) Description of the financial Op tions over o rdinary shares of 1 pence each
instrument
------------------------------------ --------------------------------------------------------------------------
b) Nature of the transaction Surrendering of historical options and a ward of new options over
ordinary shares at an exercise
price of 20 pence per new ordinary share
------------------------------------ --------------------------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------- -----------------------------------
20 pence 4 60,652
------------------------------------------------------------------------------- -----------------------------------
d) Aggregated information Aggregated N/A
volume Price
------------------------------------ --------------------------------------------------------------------------
e) Date of the transaction 16 December 2022
------------------------------------ --------------------------------------------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------------ --------------------------------------------------------------------------
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END
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