Schedule One update - Virgin Wines UK Plc | RNS | Ticker

Schedule One update - Virgin Wines UK Plc

RNS Announcement

RNS Number : 4175Q

AIM

25 February 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Virgin Wines UK Plc ("Virgin Wines", the "Group" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Company Registered Office: 37-41 Roman Way Industrial Estate, Longridge Road, Ribbleton, Preston, Lancashire, United Kingdom, PR2 5BD

Company Trading Address: St James Mill, Whitefriars, Norwich, NR3 1TN

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Company website address containing all information required by AIM Rule 26 from admission: www.virginwinesplc.co.uk

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Virgin Wines is a direct-to-consumer online wine retailer that sells products to retail customers in the UK through two subscription schemes and a pay-as-you-go offering. The Group also sells a range of beers and spirits and operates a B2B sales channel for corporates.

The Group has approximately 180 employees across three locations in the UK. Headquartered in Norwich, the Group also operates warehouse, picking and packing centres in Preston and Bolton.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of £0.01 each in nominal value ("Ordinary Shares") for which Admission will be sought: 55,837,560

Placing price per Ordinary Share: 197 pence

There are no restrictions as to the transferability of the Ordinary Shares.

No Ordinary Shares will be held in treasury on Admission.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Primary capital to be raised on Admission: £13.0 million

Secondary offering: £34.9 million

Market capitalisation on Admission: £110.0 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

56.4 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

John Matthew Risman (Non-Independent Non-Executive Chairman)

Jeremy ("Jay") Simon Wright (Chief Executive Officer)

Graeme David Weir (Chief Financial Officer)

Edward ("Ed") Aston Wass (Non-Independent Non-Executive Director)

Helen Victoria Jones (Independent Non-Executive Director)

Sophie Alice Tomkins (Independent Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	Before Admission	Following Admission
Gateley Custodian and Nominee Services No. 2 Limited	22.4%	Nil
Jeremy ("Jay") Wright	14.1%	8.3%
The Income & Growth VCT plc⁽¹⁾	13.4%	Nil
Mobeus Income & Growth VCT plc⁽¹⁾	11.9%	Nil
Graeme Weir	9.5%	5.6%
Mobeus Income & Growth 4 VCT plc⁽¹⁾	9.4%	Nil
Mobeus Income & Growth 2 VCT plc⁽¹⁾	6.3%	Nil
John Risman	4.5%	2.7%
Rapunzel Newco Limited	Nil	36.1%
Gresham House Asset Management	Nil	5.4%
Otus Capital Management	Nil	5.1%
Premier Fund Managers Limited	Nil	3.5%

Note: (1) Following admission will be indirectly interested in the issued share capital and voting rights of the Company as a result of their shareholdings in Rapunzel Newco Limited

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

- L.E.K. Consulting LLP

- FIT Remuneration Consultants LLP

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 30 June

(ii) 31 December 2020 (unaudited interim financial information)

(iii) 31 December 2021 (annual accounts for the full year to 30 June 2021)

31 March 2022 (half yearly report for the six month period ended 31 December 2021)

31 December 2022 (annual accounts for the full year to 30 June 2022)

EXPECTED ADMISSION DATE:

2 March 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Liberum Capital Limited

Ropemaker Place

Level 12

25 Ropemaker Street

London EC2Y 9LY

NAME AND ADDRESS OF BROKER:

Liberum Capital Limited

Ropemaker Place

Level 12

25 Ropemaker Street

London EC2Y 9LY

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the admission document containing full details about the applicant and the admission of its securities will be available on the Company's website at:

www.virginwinesplc.co.uk

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

25 February 2021

NEW/ UPDATE:

Update

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END

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RNS metadata

Title: Schedule One update - Virgin Wines UK Plc
Time: 18:00:06
Date: 25 Feb 2021
Category: Capital structure
ID: 4175Q