TIDMART
RNS Number : 7681A
Artisanal Spirits Company plc (The)
04 June 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA (THE "UNITED STATES" OR THE "US"),
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL (EACH A "RESTRICTED JURISDICTION").
4 June 2021
The Artisanal Spirits Company plc
("The Artisanal Spirits Company" or the "Company")
Admission to Trading on AIM and First Day of Dealings
The Artisanal Spirits Company (AIM: ART), the owner of The
Scotch Malt Whisky Society ("SMWS"), the leading curator and
provider of premium single cask Scotch malt whisky and other
spirits for sale primarily online to a discerning global
membership, is pleased to announce the admission of its entire
issued share capital, being 69,605,774 Ordinary Shares, to trading
on the AIM market of the London Stock Exchange ("Admission").
Dealings in the Ordinary Shares will commence at 8.00 a.m.
today, Friday 4 June 2021, under the ticker "ART" (ISIN:
GB00BNXM3P96).
The Company's AIM admission document (the "Admission Document")
was published on 3 June 2021 and is available to view on its
website at: www.artisanal-spirits.com.
Admission Highlights
-- Nplus1 Singer Capital Markets Limited acted as Sole
Bookrunner and Placing Agent, Nplus1 Singer Advisory LLP has been
retained as Nominated Adviser and Broker
-- In conjunction with Admission, the Company has successfully
raised gross proceeds of GBP26 million in total from a combination
of institutional and retail investors, including UK members of
SMWS, at a price of GBP1.12 per Ordinary Share
-- The Fundraising raised gross proceeds of GBP15 million for
the Company and GBP11 million for certain selling shareholders
-- Strong support from SMWS members who invested GBP2.64 million
under the oversubscribed Member's Offer (restricted to UK members
only)
-- Personal investment of GBP1.00 million by the newly appointed chairman, Mark Hunter
-- Upon Admission, the Company will have a market capitalisation
(at the Offer Price) of approximately GBP77.96 million
Use of Proceeds
The net proceeds to be received by the Company pursuant to the
Fundraising, together with the existing long term debt facilities
of the Company and its subsidiaries (the "Group"), will primarily
be used to fund further investment in whisky and other spirits
stock, and in cask wood; the promotion of membership and business
growth; existing and new venues; brand and digital development; and
supply chain optimisation.
Company Highlights
-- Headquartered in Edinburgh, Scotland, The Artisanal Spirits
Company is building a portfolio of premium brands that bring
together some of the world's best producers with a growing movement
of discerning consumers
-- In contrast to conventional spirits retailers and resellers,
the Group engages in both spirit and cask selection and in active
management of the maturation process, which accounts for a
significant proportion of the flavour profile of the finished
product, in the same manner as a distillery
-- SMWS, the Company's flagship brand, was founded in 1983. SMWS
currently has a loyal and growing worldwide membership of
approximately 28,000 paying subscribers and a presence in over 30
international markets. SMWS provides these members with inspiring
experiences and exclusive access to a vast and unique range of
outstanding single cask Scotch malt whiskies and other spirits from
over 20 countries
-- At the heart of SMWS' unique market positioning is its
subscription-based membership model. A key driver of the Group's
financial performance has been SMWS' expanding global membership,
which has grown at a CAGR of 7 per cent. since December 2016
-- The Company has a track record of consistent growth. Between
FY16 and FY19, revenues almost doubled from GBP7.6 million to
GBP14.6 million, representing a CAGR of 24 per cent. In FY20
revenue growth excluding sales from UK venues and events, which
were significantly impacted by the Covid-19 pandemic, was 22 per
cent.
-- As at 31 December 2020, the Group had over 14,000 casks
(equivalent to approximately 4.3 million standard 70cl bottles) of
whisky in its reserves. To put this into context, this is
approximately 26 times the volume sold during FY20
-- In recent years, the Group has established operations in key
international whisky markets and the Directors will seek to make
further investments in high growth or emerging spirits markets
David Ridley, Executive Managing Director of the Company,
said:
"The successful fundraise and move onto the public markets,
which gave our loyal and discerning members the opportunity to
become shareholders, is an exciting landmark for both ASC and SMWS.
Our members are at the heart of everything we do, and we believe
our status on AIM will enable us to access the capital required to
bring them an even wider variety of premium, limited edition
whiskies, spirits and inspiring experiences.
"ASC is a distinctive, fast growth, direct to consumer online
business with high barriers to entry, operating in an industry with
strong tailwinds. With a clear vision for the future, we believe
our company is at a significant inflection point in its
development, and are thrilled by the prospect of sharing our
success with our new shareholders.
"I would like to take this opportunity to thank our team as well
as our members, suppliers and investors for their support over the
years. They have made ASC and SMWS what they are today and I look
forward to moving into this exciting new chapter in our story with
them all. "
Notes:
Capitalised terms used in this announcement shall, unless the
context provides otherwise, have the same meanings as in the
Admission Document.
For further enquiries:
The Artisanal Spirits Company plc via Alma PR
Mark Hunter, Non-Executive Chair
David Ridley, Managing Director
Andrew Dane, Finance Director
N+1 Singer (Nominated Adviser and Sole Tel: +44 (0) 20 7496 3000
Broker)
Sandy Fraser
George Tzimas
Asha Chotai
Alma PR (Financial PR) Tel: +44 (0)20 3405 0205
Josh Royston artisanalspirits@almapr.co.uk
David Ison
Harriet Jackson
IMPORTANT INFORMATION
This announcement has been supplied for information purposes
solely in connection with Admission, and for no other purpose.
Neither this announcement nor its distribution to any person
constitutes or forms part of any offer or invitation to sell or
issue or purchase or subscribe for any shares or other securities
in the Company and nor shall it (or the fact of its distribution)
form the basis of, or be relied on in connection with, any contract
therefor.
This announcement does not constitute, or form part of, any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for any shares or other securities
in any Restricted Jurisdiction. The Fundraising and the
distribution of this announcement and other information in
connection with the Fundraising and Admission in certain
jurisdictions may be restricted by law and persons into whose
possession this announcement, any document or other information
referred to herein comes should inform themselves about and observe
any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Neither this announcement nor any part of it
nor the fact of its distribution shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.
Recipients of this announcement who are considering subscribing
for or acquiring Ordinary Shares are reminded that any such
acquisition or subscription must be made only on the basis of the
information contained in the Admission Document, which may be
different from the information contained in this announcement. No
reliance may be placed, for any purpose whatsoever, on the
information or opinions contained in this announcement or on its
accuracy, fairness or completeness.
To the fullest extent permitted by applicable law or regulation,
no undertaking, representation or warranty, express or implied, is
given by or on behalf of N+1 Singer, the Nomad or their respective
parent or subsidiary undertakings or the subsidiary undertakings of
any such parent undertakings or any of their respective directors,
officers, partners, employees, agents, affiliates, representatives
or advisers or any other person as to the accuracy, sufficiency,
completeness or fairness of the information, opinions or beliefs
contained in this announcement and, save in the case of fraud, no
responsibility or liability is accepted by any of them for any
errors, omissions or inaccuracies in such information, opinions or
beliefs or for any loss, cost or damage suffered or incurred,
howsoever arising, from any use, as a result of the reliance on, or
otherwise in connection with, this announcement. Neither the Nomad
nor N+1 Singer accepts any liability whatsoever for the accuracy of
any information or opinions contained in this announcement or for
the omission of any information from this announcement for which
the Company and the Directors are solely responsible.
The Nomad and N+1 Singer, which are authorised and regulated in
the United Kingdom by the FCA, are acting exclusively for the
Company as nominated adviser, sole broker, sole bookrunner and
placing agent (as appropriate) to the Company in connection with
the Placing and Admission and will not be acting for any other
person (including any recipient of this announcement) or otherwise
be responsible to any other person for providing the protections
afforded to clients of N+1 Singer or the Nomad or for advising any
other person in respect of the Placing and Admission or any
transaction, matter or arrangement referred to in this
announcement. Such persons should seek their own independent legal,
investment and tax advice as they see fit.
The Nomad's responsibilities as the Company's nominated adviser
under the AIM Rules for Nominated Advisers are owed solely to the
London Stock Exchange and are not owed to the Company or to any
Director or to any other person in respect of his decision to
acquire shares in the Company in reliance on any part of this
announcement or the Admission Document.
This announcement is directed only at persons in the UK who are:
(i) for the purposes of the Member's Offer, Qualifying Society
Members (as defined in the Admission Document); (ii) for the
purposes of the PrimaryBid Offer, UK retail clients of PrimaryBid;
and (iii) for the purposes of the Placing, "qualified investors"
within the meaning of Article 2(e) of the Prospectus Regulation
(Regulation (EU) 2017/1129 as amended from time to time) to the
extent that it forms part of the domestic law of the UK by virtue
of the European Union (Withdrawal) Act 2018 (as may be amended from
time to time, including without limitation by virtue of the
European Union (Withdrawal Agreement) Act 2020) ("Qualified
Investors"), who (a) are persons who have professional experience
in matters relating to investments falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the "Order"), (b) are high net worth
companies, unincorporated associations etc. falling within Article
49(2)(a) to (d) of the Order, or (c) are other persons to whom this
announcement may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Persons distributing this
announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this announcement
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. This announcement does not itself
constitute an offer for sale or subscription of any securities in
the Company.
The Ordinary Shares referred to in this announcement have not
been, and will not be, registered under the US Securities Act of
1933, as amended (the "Securities Act"), or with any securities
regulatory authority of any state of the United States or any other
jurisdiction, and the Ordinary Shares may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States or to, or for the account or benefit of, US
persons ("US Persons") as defined in Regulation S under the
Securities Act ("Regulation S"), except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act. The Ordinary Shares are being
offered and sold in offshore transactions outside of the United
States to persons that are not US Persons or acting for the account
or benefit of US Persons, in reliance on Regulation S, or otherwise
in transactions that are exempt from the registration requirements
of the Securities Act and other applicable US state securities
laws.
Acquiring Ordinary Shares may expose an investor to a
significant risk of losing all of the amount invested. The value of
shares can decrease as well as increase. This announcement does not
constitute a recommendation concerning the Ordinary Shares. Persons
considering purchasing the Ordinary Shares should consult an
authorised person specialising in advising on such investments.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Group's results of
operations, financial condition, liquidity, prospects, growth,
strategies and the Group's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this announcement are based on
certain factors and assumptions, including the Directors' current
view with respect to past or current trends, future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's operations,
results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon
information currently available, they may prove to be incorrect.
Save as required by law or by the AIM Rules for Companies, the
Company undertakes no obligation to publicly release the results of
any revisions to any forward-looking statements in this
announcement that may occur due to any change in the Directors'
expectations or to reflect events or circumstances after the date
of this announcement.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
to the total figure given.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Neither this announcement nor the Admission Document have been
approved by the FCA or London Stock Exchange, nor is it intended
that this announcement or the Admission Document will be so
approved.
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END
MSCDKNBPBBKDFAK
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