On 10 February 2025, Gusbourne Plc (AIM: GUS), the premium English still and sparkling wine producer, announced that Belize Finance Limited, which is controlled by Lord Ashcroft, holding an interest in 40,628,009 Ordinary Shares, representing 66.8% of the issued share capital in the Company, requisitioned the holding of a general meeting of the Company to consider the cancellation of admission of the Company's Ordinary Shares to trading on AIM of the London Stock Exchange. The Board has concluded that this proposal is in the best interests of the Company and its Shareholders. Further information is set out in this announcement and a circular (the “Circular”) which will be sent to Shareholders later today.
Accordingly, the Board are proposing the cancellation of trading of the Company's ordinary shares of £0.01 each ("Ordinary Shares") from trading on AIM (the "Cancellation"), re-registration of Gusbourne as a private company (the "Re-Registration") and the adoption of new articles of association (the "New Articles") (together with the Cancellation and Re-Registration and the New Articles, the "Proposals").
Notice of General Meeting
The proposed Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 percent of the votes cast by shareholders at a general meeting. The Company is therefore convening a general meeting at 9.30 a.m. on 7 March 2025 at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London EC4R 3TT (the "General Meeting").
The Company will today publish the Circular to give notice of the General Meeting. Action to be taken by shareholders is set out on pages 11-12 of the Circular. The Circular will shortly be published on the Company's website at http://www.gusbourneplc.com
If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7:00 a.m. on 19 March 2025.
Background and reasons for the proposed Cancellation
Since the Company's receipt of the requisition on 7 February 2025, the Directors have conducted a careful review of the benefits and drawbacks to the Company and the Shareholders in retaining the Company’s quotation on AIM and believe that the Cancellation is in the best interests of the Company and the Shareholders as a whole.
In reaching this conclusion, the Board has considered the following key factors amongst others:
- Costs and Regulatory Burden: The considerable cost and management time and the legal and regulatory burden associated with maintaining the Company’s admission to trading on AIM are, in the Board’s opinion, disproportionate to the benefits of the Company’s continued admission to trading on AIM. Given the lower costs associated with unlisted company status, it is estimated that the Cancellation will materially reduce the Company’s recurring administrative and adviser costs by at least £250,000 per annum, which the Board believes would be a significant reduction in overhead cost burden;
- Lack of liquidity: The Directors believe the current levels of liquidity in trading of the Company’s Ordinary Shares on AIM do not, in itself, offer Shareholders the opportunity to trade in meaningful volumes or with frequency within an active market;
- Market volatility: As a result of the limited liquidity of Ordinary Shares described above, small trades in Ordinary Shares can have a significant impact on price and, therefore, market valuation which, the Board believes, in turn has a materially adverse impact on: (a) the Company’s status within its industry; (b) the perception of the Company among its customers, suppliers and other partners; staff morale; and (d) the Company’s ability to seek appropriate financing or realise an appropriate value for any material future sales or disposals;
- Strategic flexibility: The Board believes that an unlisted company can take and implement decisions more quickly than a company which is publicly traded as a result of the more flexible regime that is applicable to a private company;
- Governance: In the event of Cancellation, the Board size will be decreased and appropriate high standards and procedures of corporate governance for a private company will be adopted, which is expected to reduce costs for the Company; and
- Future Trading of Shares: The Company will be making arrangements for Shareholders to freely transfer their shares periodically via an auction-based secondary market trading facility.
Therefore, following careful consideration, the Board believes that it is in the best interests of the Company and its stakeholders to seek the proposed Cancellation at the earliest opportunity in line with AIM Rule 41, along with Re-Registration and associated adoption of the New Articles.
Board and Governance
In the event of Cancellation, it is expected that there will be several changes made to the Gusbourne Board as Non-Executive Chairman Jim Ormonde and other Non-Executive Directors Ian Robinson and Lord Arbuthnot will step down. Gusbourne would like to thank them all for their unwavering dedication, leadership and support throughout their tenures while Gusbourne was a public company. They leave strong foundations in place that provide a smaller, focussed Board the opportunity to take strategic decisions to drive long-term growth in the future.
In the event of Cancellation, Simon Bradbury will also step down from the Gusbourne Board, but Simon will continue to be an integral and invaluable key executive within the management group, maintaining his role as a key leader and decision maker within the business.
In the event of Cancellation, the Governance of the delisted company will be reviewed by the Gusbourne Board, with consideration of all shareholder requirements.
Expected Timetable of Principal Events
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Announcement of Cancellation |
19 February 2025 |
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Publication and posting of the circular |
19 February 2025 |
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Latest time and date for receipt of online proxy votes or completed Forms of Proxy in respect of the General Meeting |
9.30 a.m. on 5 March 2025 |
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General Meeting |
9.30 a.m. on 7 March 2025 |
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Expected last date and time for trading in Ordinary Shares on AIM |
6.00 p.m. on 18 March 2025 |
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Expected date of Cancellation |
7.00 a.m. on 19 March 2025 |
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Secondary Market Trading Facility for Ordinary Shares commences |
19 March 2025 |
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Expected date of Re-registration |
By 5 April 2025 |
Secondary Market Trading Facility
The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Should the Cancellation become effective, the Company intends to implement a secondary market trading facility with a third party which would facilitate Shareholders buying and selling Ordinary Shares on a matched bargain basis following Cancellation.
The secondary market trading facility will be provided by JP Jenkins and will be reviewed on an annual basis. JP Jenkins is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the FCA.
Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares would be able to leave an indication with JP Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with members of the public), of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that JP Jenkins is able to match that order with an opposite sell or buy instruction, it would contact both parties and then effect the bargain (trade). Shareholdings remain in CREST and can be traded during normal business hours via a UK regulated stockbroker.
Should the Cancellation become effective and the Company puts in place the secondary market trading facility, details will be made available to Shareholders on the Company's website and directly by letter or e-mail (where appropriate). The Secondary Market Trading Facility is expected (but is not certain) to operate for a minimum of 12 months after the Cancellation. The Directors' current intention is that it will continue beyond that time, but Shareholders should note that there remains a risk that the Matched Bargain Facility may not have been put in place at the time of Cancellation, or if it is, it could be withdrawn and therefore inhibit the ability to trade the Ordinary Shares.
Further information about the secondary market trading facility, including indicative prices and a history of transactions, will be available on the JP Jenkins website which is located at www.jpjenkins.com.
Recommendation
For the reasons noted above, the Directors consider that the resolutions to be put forward at the General Meeting are in the best interests of the Company and its stakeholders as a whole and therefore unanimously recommend that shareholders vote in favour of all of the resolutions to be proposed at the General Meeting, as the Directors intend to do in respect of their own aggregate holdings of 1,174,659 Ordinary Shares, representing approximately 1.9 per cent. of the Company’s issued share capital as of today’s date.
For further information contact:
Enquiries:
Gusbourne Plc
Jonathan White, CEO
Katharine Berry, CFO
Phil Clark, Investor Relations
+44 (0)12 3375 8666
Panmure Liberum Limited (Nomad and Sole Broker)
James Sinclair-Ford / Ailsa Macmaster / Tom Scrivens
+44 (0)20 7886 2500
Media:
Houston
Kate Hoare / Ben Robinson / India Spencer
gusbourne@houston.co.uk
+44 (0)20 4529 0549
