This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of
14 December 2022
The British Honey Company plc
("BHC" or the "Company")
End of Strategic Options Review under Formal Sale Process
Additional Funding secured
&
Trading Update
BHC (AQUIS:BHC), the producer of premium British honey and craft spirits products, is pleased to announce the successful conclusion of its strategic options review (the "Strategic Review) under a Formal Sale Process as announced on 13 October 2022, paving the way for the publication of its 2021 Final Results, 2022 Interim Results and a resumption of dealings in the Company's shares on the Aquis Exchange.
The Strategic Review was launched to enable the Board to explore all possible strategic and financing options, including the possibility of a sale of the Company, and to invite and initiate discussions with a broad range of potential partners. The Formal Sale Process mechanism was agreed upon as it enabled such discussions to benefit from certain regulatory dispensations.
The Formal Sale Process generated interest from a number of interested parties. During this period, the Board also received an offer of additional funding and support from one of its major shareholders, as referred to below. Having carefully considered all of the options available to it, the Board has now concluded that the Formal Sale Process is unlikely to result in an offer being made for the Company at a valuation the Board considers attractive to existing shareholders.
The Board has therefore resolved to terminate the Formal Sale Process and the Company is now no longer considered to be in an "offer period" as defined by the City Code on Takeovers and Mergers (the "Takeover Code") and the disclosure requirements pursuant to Rule 8 of the Takeover Code are no longer applicable with effect from the publication of this announcement.
During the Strategic Review, the Board held discussions with Khaled Said ("KS"), a substantial shareholder of the Company, and his advisers to explore available financing options to support the Company's near-term working capital requirements and beyond. As part of this process, independent industry consultants have also been assisting the Board with a review of the Company's growth strategy and Business Plan. Following these discussions KS has agreed to provide funding in the short term, details of which are set out below.
It is the Board's intention, with the funding in place, to appoint a full time Finance Director and it will also look to strengthen the Board's overall composition.
Funding & Related Party Transaction
The Company is pleased to announce that it has secured
KS is considered a "related party" as defined under the AQSE Growth Market Apex Rulebook as a result of his substantial shareholding of 14.28 per cent. in the Company. The provision of the Loan by KS constitutes a related party transaction for the purposes of Rule 4.6 of the AQSE Growth Market Apex Rulebook.
The Directors consider, having exercised reasonable care, skill and diligence, that the terms of the Loan are fair and reasonable insofar as the Company's shareholders are concerned.
The Loan will satisfy the Company's near-term working capital requirements for the coming months and will allow the Company to pay its creditors and other outstanding commitments. However, further capital will be required to support and develop the Group over the next 12 months and beyond which the Board expects to explore in the new year with the support of KS.
With the Loan in place, the Company is in a position to finalise the release of its results for the year ended 31 December 2021 and its interim results for the period ended 30 June 2022 and will seek to complete this as soon as practicable and apply for the suspension of trading in the Company's shares to be lifted.
Trading Update
As previously announced on 13 October 2022, the Board maintains a positive outlook for the business beyond its near-term working capital requirement being addressed by support from KS, highlighting a solid first half sales performance, notwithstanding the second half of the year has been more challenging. Overall, the Company's "white label" business is continuing to drive sales.
Richard Day - Chairman of BHC, commented:
"We have been through a rigorous review process during the FSP and it is clear we have a good business, with significant opportunities. We have been heartened by the interest and support shown towards the Company and very much welcome the funding support provided by our major shareholder Khaled Said.
"Meanwhile, we have enjoyed continued customer demand for our products which we are keen to supply. The Board sees clear potential for the next financial year and beyond to show considerable improvement on recent years."
Enquiries:
The British Honey Company plc Richard Day / Mark Jones
finnCap - AQSE Corporate Adviser & Joint Broker Carl Holmes / George Dollemore (corporate finance)
|
via Walbrook PR Limited (see below)
Tel: +44 (0)20 7220 0500 |
Stanford Capital Partners - Joint Broker Patrick Claridge / John Howes / Bob Pountney
FRP Advisory Trading Limited - FSP Advisor Matthew Flower / Joel Coulson
Walbrook PR Limited Financial PR Paul Vann / Nick Rome /Joe Walker |
Tel: +44 (0)20 3650 3650
Tel: +44 (0)20 3005 4000 matthew.flower@frpadvisory.com joel.coulson@frpadvisory.com
Tel: +44 (0)20 7933 8780 +44 (0)7768 807631 britishhoney@walbrookpr.com |
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