Schedule One - The Artisanal Spirits Company plc | RNS | Ticker

Schedule One - The Artisanal Spirits Company plc

RNS Announcement

RNS Number : 0492Z

AIM

19 May 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:

The Artisanal Spirits Company plc (the "Company", together with its subsidiaries being the "Group") (AIM: ART)

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

The Vaults

87 Giles Street

Edinburgh

EH6 6BZ

COUNTRY OF INCORPORATION:

Scotland, United Kingdom

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

https://www.artisanal-spirits.com/

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:

The Artisanal Spirits Company plc is the holding company of the Group, whose principal operating subsidiary, The Scotch Malt Whisky Society Limited ("SMWS") trades under the Group's flagship brand The Scotch Malt Whisky Society. SMWS is the leading curator and provider of premium single cask Scotch malt whisky and other spirits for sale primarily online to a discerning global membership. SMWS has a presence in over 30 international markets.

The single cask, single malt Scotch whiskies sold by SMWS fall exclusively within the IWSR ultra-premium or higher retail sales price bands, and are available exclusively to members of The Scotch Malt Whisky Society with each release being limited in supply to the volume extracted from the source cask. Members benefit from exclusive access to whiskies carefully curated by an expert tasting panel. SMWS releases regular batches of new whiskies throughout the year and hosts events for both members and non-members. SMWS also offers a range of other spirits such as single cask Bourbon, Indian and Japanese whisky, as well as single cask Armagnac, Cognac, gin and rum.

The Artisanal Spirits Company plc is incorporated in Scotland and its headquarters are in Edinburgh.

Its operations are predominantly based in the UK with the Group also generating revenues across a number of international markets, including China, the USA, Germany, France, Sweden, Japan, Australia and Taiwan.

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 0.25 pence each ("Ordinary Shares") for which Admission is being sought: TBC

The Issue price per Ordinary Share is expected to be between 112 pence and 121 pence.

There are no restrictions as to the transfer 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:

Total capital to be raised on Admission: TBC

Primary funds raised for the Company: TBC

Secondary funds raised for existing shareholders: TBC

Anticipated market capitalisation on Admission: TBC

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC.

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:

Not applicable.

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):

Mark Roderick Hunter: Independent Non-Executive Chair and Chair of the Nomination Committee

Paul Henry Skipworth: Non-Executive Deputy Chair

David John Ridley: Executive Managing Director

Andrew William Dane: Executive Finance Director

Gavin Wallace Hewitt CMG: Independent Non-Executive Director

Helen Margaret Page: Independent Non-Executive Director and Chair of the Remuneration Committee

Veronica Lesley Jackson: Independent Non-Executive Director and Chair of the Audit Committee

Mark Francis Bedingham: 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	% of issued share capital prior to Admission	% of issued share capital on Admission
Inverleith (ASC) Limited	28.4%	TBC
Mehdi Shalfrooshan	11.5%	TBC
Benjamin John Paget Thomson	10.1%	TBC
Mark Francis Bedingham (Birdwing Investments Ltd)	5.8%	TBC
John Dunsmore	5.8%	TBC
William Dobbie	3.0%	TBC
Pei Chun Huang	3.0%	TBC

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

None

(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. 31 December

ii. The main financial information in the Admission Document in relation to The Artisanal Spirits Company plc has been prepared to 31 December 2020 and has been audited.

iii. 30 September 2021 (unaudited consolidated interim report for the 6 months to 30 June 2021)

30 June 2022 (audited consolidated annual report for the year ended 31 December 2021)

30 September 2022 (unaudited consolidated interim report for the 6 months to 30 June 2022)

EXPECTED ADMISSION DATE:

4 June 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Nplus1 Singer Advisory LLP

One Bartholomew Lane

London

EC2N 2AX

NAME AND ADDRESS OF BROKER:

Nplus1 Singer Advisory LLP

One Bartholomew Lane

London

EC2N 2AX

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 https://www.artisanal-spirits.com/ from Admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Quoted Companies Alliance (QCA) Corporate Governance Code.

DATE OF NOTIFICATION:

19 May 2021

NEW/ UPDATE:

New

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RNS metadata

Title: Schedule One - The Artisanal Spirits Company plc
Time: 08:00:04
Date: 19 May 2021
Category: Capital structure
ID: 0492Z