THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

19 February 2025

Gusbourne Plc

("Gusbourne" or the "Company")

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Re-registration as a private limited company

Adoption of New Articles

And

Notice of General Meeting

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:

(a)          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;

(b)          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;

(c)          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; (c) staff morale; and (d) the Company's ability to seek appropriate financing or realise an appropriate value for any material future sales or disposals;

(d)          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;

(e)          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

(f)           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

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.

Capitalised terms used but not defined in this announcement shall have the same meanings as are given to such terms in the Circular.

For further information contact:

APPENDIX 1

Extracts from the Circular Shareholders are encouraged to read the Circular in its entirety

Trading update and strategy

The Gusbourne business was founded by Andrew Weeber in 2004 with the first vineyard plantings at Appledore in Kent.  Shellproof Plc acquired Gusbourne Estate business and assets and was admitted on AIM in May 2008. Shellproof plc subsequently changed its name to Gusbourne plc.

Over recent years the Company has made a number of successful inroads against Gusbourne's long-term strategy to cement its position as a leading producer of high-quality English still and sparkling wines, with its well-established brand, expansion into international markets, and carefully managed distribution. However, the challenging market backdrop has weighed heavily on the pace of financial progress.

The UK trade market for the Company's wines, which represented approximately 44% of sales in 2024, continues to be extremely challenging, with the UK economy stalled and business confidence remaining low, whilst the tax burden on UK businesses is rising. Good progress has been made to offset this deterioration through new revenue gained in our direct to consumer channel and the Company's growing Corporate and Partnerships channel.  To drive revenue growth in UK trade the Company recently signed an innovative distribution partnership that is expected to broaden the Company's market reach. However, the Board recognises it will take time for this initiative to drive significant momentum, particularly in the current market environment.

Despite the difficult trading backdrop, the Board believes that the current share price significantly undervalues the assets and long-term outlook of the business. Gusbourne's mature vineyards and prestigious brand represent high-quality and detail-focussed winemaking. Gusbourne is internationally recognised for excellence in super-premium and luxury wines and the routes to market for our products are well established for longer-term growth opportunities.

Net revenue growth in 2023 was 13%, down from a 49% net revenue growth in 2022. In 2024 the Company's revenue growth was relatively flat, with modest H2 revenue growth reversing a H1 revenue decline. Limited net revenue growth in the last two years has adversely impacted EBITDA and working capital, which has in turn impacted our cash flow, and the Company's cash position continues to remain tight with working capital remaining available into Q2 2025, despite significant operating cost savings being achieved.

The Company remains dependent on the support of its secured Bond holder, who is also the largest shareholder representing 66.76% of the Company's issued share capital. At 31 December 2024 the Company's Bond liability including accrued discount at that date amounted to £22,567,000. The Bond together with accrued discount is repayable on maturity on 12 August 2027, unless redeemed early. The Bond was issued at a discount rate of 7.75% per annum.

The Directors consider the cost benefits and flexibility of delisting gives the Company the most advantageous environment to help focus on the promotion of the Company's growth and maximise potential shareholder value, as well as the Company's longer-term prospects, for the benefit of all stakeholders in the Company, including its Bond holder, shareholders, customers and loyal employees.  

Process for, and principal effects of, the Cancellation

Under the AIM Rules, it is a requirement that Cancellation must be approved by not less than 75 per cent. of votes cast by shareholders at a general meeting. Accordingly, the Notice of General Meeting set out in Part IV of this Circular contains a special resolution (Resolution number 1) to approve the Cancellation.

Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to give at least 20 clear Business Days notice of the Cancellation. In accordance with AIM Rule 41, notice was given on 19 February 2025, subject to the Cancellation Resolution being passed at the General Meeting, to cancel the Company's admission of the Ordinary Shares to trading on AIM on 19 March 2025.

Shareholders should note that last day of trading in the Ordinary Shares on AIM will be 18 March 2025 and that the Cancellation will take effect at 7.00 a.m. on 19 March  2025. 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. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.

The principal effects of the Cancellation will be that:

(a)          as a private company, there will no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares on AIM (or any other recognised market or trading exchange);

(b)          the Ordinary Shares are likely to be more difficult to sell compared to shares of companies traded on AIM. It is possible that, following the publication of this Circular, the liquidity and marketability of the Ordinary Shares is reduced and their value adversely affected. However, as set out above, the Directors believe that the existing liquidity in the Ordinary Shares is in any event limited;

(c)          in the absence of a formal market and quoted price it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;

(d)          the Company will no longer be subject to the AIM Rules and, accordingly, Shareholders will no longer be afforded the protections given by the AIM Rules. In particular, the Company will not be bound to:

·    make any public announcements of material events, or to announce interim or final results;

·    comply with any of the corporate governance practices applicable to AIM companies;

·    announce substantial transactions and related party transactions; or

·    comply with the requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business;

(e)          the Company will no longer be subject to UK MAR regulating inside information and other matters;

(f)           the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules;

(g)          the Company will cease to retain a nominated adviser and broker;

(h)          whilst the Company's CREST facility will remain in place immediately following the Cancellation the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST (in which case, Shareholders who hold Ordinary Shares in CREST will receive share certificates);

(i)           stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer; and

(j)           the Cancellation and Re‐registration may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

The Company currently intends that it will continue to provide certain facilities and services to Shareholders that they currently enjoy as shareholders of an AIM company following the proposed Cancellation. It is intended that the Company will continue to:

(a)          communicate information about the Company (including annual accounts) to its Shareholders, as required by law;

(b)          maintain its website and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under AIM Rule 26 or to update the website as required by the AIM Rules.

(c)           remain subject to the Takeover Code for two years following Cancellation as further set out in part [8] below; and

(d)          seek to make available to Shareholders, through JP Jenkins the secondary market trading facility (as further described in Part [4] above) which would allow Shareholders to buy and sell Ordinary Shares on a matched bargain basis following the Cancellation.

Action to be taken

Hard copy proxy forms are being sent to Shareholders in connection with the General Meeting although the Company would like to encourage Shareholders to vote electronically or appoint a proxy electronically, which can be done via the Investor Centre app or web browser at uk.investorcentre.mpms.mufg.com or, where Ordinary Shares are held in CREST, via CREST. Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform.  Notwithstanding the method of appointment, proxy appointments must be received by MUFG Corporate Markets by 9.30 a.m. on 5 March 2025, being 48 hours (excluding non-working days) before the time fixed for the General Meeting. Further details of the proxy appointment methods are set out in the Notice of General Meeting. The appointment of a proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they wish to do so.

Shareholders are encouraged to appoint the chair of the General Meeting as their proxy with directions as to how to cast their vote on the Resolutions proposed. For further details on how to submit a proxy vote, see the notes to the Notice of General Meeting at Part IV of this Circular.

The appointment of a proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they wish to do so.