30 September 2024
Gusbourne Plc
("Gusbourne", the "Company"
or the "Group")
Interim Results for the
period ended 30 June 2024
Gusbourne Plc (AIM: GUS), the
premium English sparkling wine producer, is pleased to report the
following unaudited results for the six month period ended 30 June
2024 ("H1" or "H1 2024").
Robust growth and strong
performance in DTC, International and emerging Corporate sales
channel, offset by challenging domestic UK-Trade. Adjusted EBITDA
loss narrowed with ongoing improved gross margin
Highlights for H1 2024 include:
·
Net revenue(1) was -3% in H1 2024
compared to the same period in 2023.
·
DTC wine sales up by 14% to £0.74m (H1 2023
£0.65m), driven by increased membership and website sales, and
direct wine sales from our tour and experience programme at the
Nest, Gusbourne's cellar door operation in Kent.
·
Hospitality revenue from public, private and
corporate guests increased by 41% to £0.38m (H1 2023
£0.26m).
·
International sales grew by 13% to £0.84m (H1
2023: £0.74m), increasing International sales as a percentage of
total sales by 3.6% to 25.6% in H1 2024. Gusbourne has expanded its
distribution to 37 international markets and strengthened
relationships within the global travel retail sector.
·
UK Trade wine sales were down by 22% to £1.31m
(H1 2023: £1.69m), which the Company believes is a result of
reduced stock holding levels by UK trade customers to help reduce
their holding costs. The emerging
corporate sales channel continues to build significant
momentum.
· Gross margin improved to 69.3% (H1 2023: 68.3%), reflecting
improved price and sales mix dynamics, in line with the Group's
premium positioning and product strategy.
·
Adjusted EBITDA loss narrowed to £0.33m (H1 2023:
£0.58m).
·
Further critical acclaim for
and expansion of the Gusbourne portfolio. The Group received over
30 awards for its wines during the first half. Several new
wines introduced during the period, including the first Agrafe
sparkling wine produced in England, the second vintage of our new
sweet wine, Chardonnay RS180 and the inaugural vintage of our
Single Vineyard still Chardonnay wines.
· Gusbourne attained a King's Award for Enterprise for
International Trade, becoming the only English Wine producer to
attain this prestigious award.
·
The 2024 harvest will commence
later in the month. Due to the challenging and variable weather
conditions throughout this year's growing season, it is expected to
be a harvest of high-quality but reduced yield compared to last
year's record 2023 vintage. We have included a £0.5m fair value
provision to reflect the lower yields expected from this year's
harvest.
· In January 2024 the Company entered into an agreement with a
company associated with Lord Ashcroft for the issue of a new £20.0m
long-term secured deep discount bond ("DDB") to support the
Company's working capital and ongoing growth. Further to this, the
Company and bondholder, its largest shareholder, are in discussions
to possibly extend the deep discount bond for working capital
purposes, however, there can be no guarantee it will enter into
such an agreement.
£m
|
H1 2024
|
H1 2023
|
% Change
|
DTC sales
|
1.12
|
0.91
|
22%
|
UK Trade
|
1.31
|
1.69
|
-22%
|
International
|
0.84
|
0.74
|
13%
|
Other
|
0.02
|
0.03
|
|
Net
revenue (1)
|
3.29
|
3.37
|
-3%
|
Gross margin %
|
69.3%
|
68.3%
|
100bps
|
Adjusted EBITDA (2)
|
(0.33)
|
(0.58)
|
42%
|
Operating costs
|
3.93
|
4.30
|
-9%
|
Reported Pre-tax loss
|
(1.94)
|
(1.44)
|
35%
|
EPS (p)
|
(3.19)
|
(2.37)
|
35%
|
Net Debt
|
20.5
|
15.2
|
34%
|
(1)
Net revenue is revenue
reported by the Group after excise duties payable
(2) Adjusted EBITDA means
profit/(loss)from operations before aborted planning and capital
expenditure write-off, fair value movement in biological produce,
interest, tax, depreciation and amortisation.
Jonathan White, Chief Executive
Officer, said:
"I am pleased to be able to report
further strategic progress in the first half of 2024 despite a
challenging market backdrop that has resulted in more difficult
trading conditions in some areas of our business.
Important highlights include the
Group's strong performance in our Direct to Consumer channel which
reflects the success of our award winning cellar door operations
and the significant progress we are making to grow the brand's
digital presence. International growth during the period has also
been particularly encouraging with sales growth of 13% underpinned
not only by the growing global demand for premium English wine
across the 37 countries Gusbourne now distributes to, but also by
the increasing number of relationships we now have with Global
travel retail partners which continue to enhance our
performance.
Looking forward to the second half of the year,
the macro-economic environment remains complex with consumer
confidence affected by inflationary pressures and cost of borrowing
in many markets. At the same time, consumer interest in Gusbourne
wine and English wine generally continues to grow across the globe
and this combined with the ongoing progress we continue to make
against our strategic priorities continues to give the Board
confidence in the Group's long-term prospects."
Gusbourne Plc
|
|
Jonathan White, CEO
Katharine Berry, CFO/COO
|
+44 (0)12 3375 8666
|
Phil Clark, Investor
Relations
|
|
Panmure Liberum Limited (Nomad and Sole
Broker)
|
|
James Sinclair-Ford / Ailsa
Macmaster
|
+44 (0)20 7886 2500
|
Tom Scrivens
|
|
Media:
|
|
Kate Hoare / Ben Robinson / India
Spencer (Houston)
gusbourne@houston.co.uk
|
+44 (0)20 4529 0549
|
This
announcement contains inside information for the purposes of
article 7 of the Market Abuse Regulation (EU) 596/2014 as amended
by regulation 11 of the Market Abuse (Amendment) (EU Exit)
Regulations 2019/310. With the publication of this announcement,
this information is now considered to be in the public domain. The
person responsible for arranging for the release of this
announcement on behalf of the Company is Katharine Berry, Chief
Financial Officer.
Note: This and other press releases
are available at the Company's
website: www.gusbourne.com/investors
Note to Editors
Gusbourne produces and distributes
a range of high quality and award winning vintage English sparkling
wines from grapes grown in its own vineyards in Kent and West
Sussex.
The Gusbourne business was founded
by Andrew Weeber in 2004 with the first vineyard plantings at
Appledore in Kent. The first wines were released in 2010 to
critical acclaim. Following additional vineyard plantings in 2013
and 2015 in both Kent and West Sussex, Gusbourne now has 93
hectares of mature vineyards. The Nest visitor centre was opened
next to the winery in Appledore in 2017, providing tours, tastings
and a direct outlet for our wines.
Right from the beginning,
Gusbourne's intention has always been to produce the finest English
sparkling wines. Starting with carefully chosen sites, we use best
practice in establishing and maintaining the vineyards and conduct
green harvests to ensure we achieve the highest quality grapes for
each vintage. A quest for excellence is at the heart of everything
we do. We blind taste hundreds of samples before finalising our
blends and even after the wines are bottled, they spend extended
time on their lees to add depth and flavour. Once disgorged, extra
cork ageing further enhances complexity. Our winemaking process
remains traditional, but one that is open to innovation where
appropriate. It takes four years to bring a vineyard into full
production and a further four years to transform those grapes into
Gusbourne's premium sparkling wine.
Gusbourne's luxury brand enjoys
premium price positioning and is distributed in the finest
establishments both in the UK and abroad. Our wines can be found in
leading luxury retailers, restaurants, hotels and stockists, always
being aware that where we are says a lot about who we
are.
For more information, visit
www.gusbourneplc.com
Chief Executive review
2024 has shown further financial, operational,
and strategic progress for Gusbourne. Since our foundation in 2004,
Gusbourne has strived to create England's finest and most
celebrated wines, by leveraging our core assets - an unrelenting
focus on quality; excellent and carefully curated distribution, and
an enhanced product portfolio. As anticipated, whilst the first six
months of 2024 saw a supressed performance from UK Trade, all other
channels showed strong revenue growth. The Group reported £3.3m of
total net revenue, a marginal decrease of 3% compared to first half
of 2023, with all three distribution channels expanding the
customer base both in the UK and overseas, but with smaller order
sizes impacting performance in the UK Trade.
Gross profit margin continued its strong
positive momentum and improved to 69.3% (2023: 68.3%) due to an
improvement in distribution channel and pricing mix. Our new,
broader product range strategy helped deliver this improved margin.
Operating costs, especially administration expenses, remain
carefully managed. We continue to invest in the Gusbourne brand,
with discretionary marketing investment supporting brand awareness
and future sales growth. The Group narrowed its adjusted EBITDA
loss for the period to £0.3m (June 2023: £0.6m EBITDA
loss).
Gusbourne is a leading international fine wine
brand, which all of our wonderfully dedicated and enthusiastic team
are quite rightly very proud of. I would like to thank all my
colleagues for their ongoing efforts that are driving Gusbourne
forwards, and compliment them on their application of our values,
which make it such a special business to lead as CEO.
Group vision and growth strategy
The Group's vision is to craft the finest
vintage wines in the world, from grapes grown in our own vineyards.
This is achieved through our detail-obsessed, sustainable approach
and world class excellence in all aspects of our vineyard,
winemaking and branding. It is enhanced by our chosen commercial
relationships and curated distribution channels.
The Group's growth strategy is based on three
strategic pillars:
·
Meticulously crafting fine
wines and protecting premium position: Gusbourne has a
quality focus in everything we do, starting in the vineyard and
continuing into our winemaking, distribution product range strategy
and beyond. Our focus on fine wine quality has consistently been
recognised by critics across the world, and resulted in a
significant number of awards for our products. We are fiercely
protective of our premium positioning and by nurturing and
protecting it, we maintain our pricing and distribution
power.
·
Enhancing our luxury brand
and strengthening brand awareness: Closely
associated with our premium position, is our increasing brand
awareness. The strength of our brand opens up distribution
opportunities and makes Gusbourne an attractive proposition for our
international market partners. We have invested heavily in the
Gusbourne brand and will continue to do so, through a very
considered and controlled approach. We do everything we can to
provide our guests at the Nest with a fantastic experience, so they
become informal brand advocates and spread positive word about
Gusbourne among their friends, family and professional networks.
The strength of our brand, combined with the quality of our
products, gives us pricing power, the ability to expand our product
range and pricing hierarchy. This has underpinned the increase in
our average selling price over time.
·
Developing relationships
with our customers and driving multi-revenue streams:
Gusbourne has multiple levers to drive revenue growth in both
the UK and overseas. The expansion of our vineyards over the last
decade, and maturing of the vines, has improved productivity of the
estate. With significant investment in inventory, we are now well
placed to service the growing demand for our products and have
expanded our international distributor network and direct sales
force in the UK accordingly. However, this is not just a volume
growth story. We have consistently demonstrated the ability to
improve our pricing and product mix enhancements through, with the
introduction of limited edition products, regular price increases
and non-wine sales and other new products to our range. We have a
track record of driving Direct to Consumer business, our highest
gross margin channel, through our digital marketing and eCommerce
capabilities. Non-wine sales are also important, provided by the
regular programme of tasting and tour experiences and events
offered at the Nest. During 2023, we expanded our capacity, and
have driven occupancy through the burgeoning corporate sales
channel. We see further opportunities to expand the Nest in Kent
and to create a second world-class customer experience at our
Sussex vineyard in the future.
Land
The Gusbourne business was founded in 2004 with
the first vineyard plantings at Appledore in Kent. The first wines
were released in 2010 to critical acclaim. In 2013 and 2015,
additional vineyards were planted in both Kent and West Sussex. At
the end of 30 June 2024, the group had 93 hectares of mature
planted vineyards. The Group acquired a further 55 of hectares of
land suitable for planting in Kent during 2022 and has options to
plant additional vineyards on land in Sussex. This would
provide a total of approximately 152 hectares of land under vine.
The Group will continue to look to acquire appropriate land to
support our long-term growth ambitions.
Products
Right from its beginning, Gusbourne's vision has
been to craft the finest wines in the world. Starting with
carefully chosen sites, we use best practice in establishing and
maintaining the vineyards and conduct green harvests to ensure we
achieve the highest quality grapes for each vintage. A quest for
excellence is at the heart of everything we do. For our sparkling
wine, we blind taste hundreds of components before finalising our
blends and even after the wines are bottled, they spend extended
time on their lees to add depth and flavour. Once disgorged, extra
cork ageing further enhances complexity. Our winemaking process
remains traditional, but one that is open to innovation where
appropriate. It takes four years to bring a vineyard into full
production and a further four years to transform those grapes into
Gusbourne's premium sparkling wine.
H1 2024 saw the launch of the latest vintage of
our Blanc de Blancs, the 2019, as well as the first ever Agrafe
English sparkling wine, a wine aged entirely under cork,
demonstrating our ongoing product development pipeline and the
curious, innovative approach of our inspirational
winemakers.
Gusbourne also produces a well-established and
admired range of premium vintage English still wines and expanding
our product offering within still wines is an ongoing strategic
focus. Our still wines continue to win prestigious international
awards and are [currently] only available on allocation to our
trade and international partners. During the period, we launched
our Pinot Noir 2022, Chardonnay Guinevere 2022, as well as the
second ever vintages of our English Rosé, Pinot Meunier, Chardonnay
RS180 and Chardonnay Single Vineyard wines.
Recent awards
In early 2024, Gusbourne was
honoured to become the only English Wine producer to ever attain a
King's Award for Enterprise for International Trade. The Company
also received numerous awards for its wines, across a broad range
of different styles and vintages, highlights include:
·
8 medals, including four golds, and the Best
English Red Trophy at the 2024 International Wine
Challenge
·
5 awards, including a gold at the 2024
International Wine and Spirits Competition
·
7 medals, including a gold, at the 2024 Decanter
Wine Awards
·
3 gold medals including a Judge's Selection Medal
at the 2024 Texsom Awards
·
8 medals, including 2 golds at the 2024 Wine GB
Awards
·
6 medals, including 3 gold and 3 silver at the
2024 Champagne and Sparkling Wine World Championships
Distribution: Three sales
channels
Gusbourne continues to focus on and invest in
three main sales channels, UK Trade, International and Direct to
Consumer, with DTC and International delivering significant growth
during the period.
UK Trade
UK Trade struggled in H1, with net revenue down
by 22% (2023: up 25%). The Group has however established many new
trade accounts across premium hotels and restaurants, further
strengthening its already high penetration to Michelin star
restaurants and 5-star hotels. High profile new accounts include 47
Park Street, Sun Street Hotel, Trivet, Marine & Lawn Hotel
Group and the Cowdray Estate in West Sussex.
Our corporate sales continue to build momentum,
with new agreements finalised with Rolls Royce and Aston Martin
(including their Formula One Racing team).
We are pleased to announce that in September the
Group signed a distribution agreement with Enotria, a leading
premium wine and spirits distributor. This approach will support
our internal UK Trade distribution capabilities and should start to
drive incremental sales in Q4 2024.
International
Our wines are now distributed to 37 countries
around the world as we grow the Gusbourne brand globally, working
with specialist distribution partners in each individual
territory. International sales improved by 13% (2023:
-7%).
The brand's largest markets include the Nordics,
Japan and the US. Continued investment in sales and marketing has
enabled us to develop and grow existing markets and expand into
exciting new territories with significant growth potential.
Enhanced relationships with Global travel retail partners have also
enhanced revenue performance.
Direct to Consumer
Both wine sales and tour and tasting events
based on our cellar door operations in Kent have continued to
deliver strong growth, with sales up 22% for 2024 compared to 2023
(2023: 10%).
DTC wine sales grew by 14% reflecting our
ongoing investment in digital marketing expertise - creating rich
and engaging content, compelling wine offers and new and exciting
product releases that are broadcast to the right audiences at the
right time, enabled by enhanced CRM practices.
DTC remains a key strategic direction for
Gusbourne as we continue to develop our online digital presence.
Tour and tasting events at Gusbourne's successful and market
leading cellar door facility in Kent (the Nest), are now in their
seventh full year of operation. Situated between our vineyards and
winery operations, this facility offers an immersive experience
allowing us to fully engage with our customers, encouraging them to
enjoy the vineyards, visit the winery and taste our wines in a
beautiful setting.
Tour and tasting events income based on our
cellar door operations at the Nest showed a 41% improvement, as
capacity at our cellar door operation increased following the
expansion in H1 2023, with more private, public and corporate
guests visiting than ever before.
2024 Harvest
Following the large harvest in 2023, Gusbourne's
vineyards have experienced challenging and variable weather
patterns during 2024. The team's careful management of the vines
and rigorous quality controls ensure that we will benefit from
another strong vintage in terms of quality, with yields expected to
be considerably reduced compared to last year's record harvest. The
resulting sparkling and still wines will be bottled during the
summer and winter of 2025, further adding to our inventory levels
for sale in future years. The Group have steadily built a
significant stock position and there will be no interruptions in
ongoing support to customers as a result of the reduced harvest
this year.
The English wine market
The English wine market continues to be
extremely dynamic and benefit from significant growth, in terms of
supply, demand by UK consumers and demand in international markets.
This is an exciting time for English wines, with a brand like
Gusbourne at the forefront of the creation of a fine wine market
and putting the UK on the global stage.
Data from WineGB, the industry body for the
English wine trade, reports plantings have increased by 123% over
the last ten years, with Chardonnay, Pinot Noir and Pinot Meunier
the most significant varietals. Sparkling wines account for
approximately 76% of total production and still wines
23%.
Sales of UK wine in 2023 increased by 187% since
2018, achieving 8.8 million bottles, with a growing presence of UK
wines in export markets. Key exports markets for the industry are
Norway, USA, Sweden, Japan and Hong Kong. Gusbourne has a strong
presence via leading specialist distributors in all of these
markets, with significant further growth potential
ahead.
Current trading and outlook
The macro-economic environment remains complex
with consumer confidence affected by inflationary pressures and
cost of borrowing in many markets. At the same time, consumer
interest in Gusbourne wine and English wine generally continues to
grow across the globe.
Against this backdrop the Group remains fully
committed to our long-term growth strategy, driving increasing
revenue across a growing range of premium sparkling and still wine
products combined with related experiential services which will
help to further cement the brand's luxury positioning. Despite the
short term wider market challenges the Group's strategic progress
to date underpins the Board's long-term confidence in Gusbourne's
prospects.
Jonathan White
Chief Executive Officer
Chief Financial Officer's Review
Net revenue down 3% at £3.3m, and Adjusted EBITDA loss
narrowed to £334k, a 42% reduction from the corresponding prior
period
|
H1 2024
|
H1 2023
|
|
Change
|
|
FY 2023
|
|
£'000
|
£'000
|
|
%
|
|
£'000
|
|
|
|
|
|
|
|
NET REVENUE AND ADJUSTED
EBITDA
|
|
|
|
|
|
|
Net revenue
(1)
|
3,286
|
3,373
|
|
-3%
|
|
7,052
|
Gross
profit
|
2,277
|
2,302
|
|
-1%
|
|
4,808
|
Adjusted
EBITDA(2)
|
(334)
|
(576)
|
|
42%
|
|
(669)
|
|
|
|
|
|
|
|
Gross profit
%
|
69%
|
68%
|
|
|
|
68%
|
|
|
|
|
|
|
|
STATUTORY
RESULTS
|
|
|
|
|
|
|
Net
revenue(1)
|
3,286
|
3,373
|
|
-3%
|
|
7,052
|
Gross
profit
|
2,277
|
2,302
|
|
-1%
|
|
4,808
|
Fair value movement in
biological produce
|
(500)
|
(27)
|
|
|
|
(46)
|
Sales and
marketing expenses
|
(1,732)
|
(1,875)
|
|
|
|
(3,565)
|
Administrative expenses
|
(879)
|
(1,003)
|
|
|
|
(1,912)
|
Depreciation
|
(312)
|
(347)
|
|
|
|
(661)
|
Profit/(loss) on disposal
|
5
|
-
|
|
|
|
-
|
Total
Administrative
expenses
|
(2,918)
|
(3,225)
|
|
|
|
(6,138)
|
Operating
profit/(loss)
|
(1,141)
|
(950)
|
|
|
|
(1,376)
|
|
|
|
|
|
|
|
RECONCILIATION OF OPERATING
PROFIT/(LOSS)
|
|
|
|
|
|
|
TO ADJUSTED
EBITDA
|
|
|
|
|
|
|
Operating
profit/(Loss)
|
(1,141)
|
(950)
|
|
|
|
(1,376)
|
Add
back;
|
|
|
|
|
|
|
Depreciation
|
312
|
347
|
|
|
|
661
|
Profit on
Disposal
|
(5)
|
-
|
|
|
|
-
|
Aborted
planning and capital expenditure write-off
|
-
|
-
|
|
|
|
-
|
Fair
value movement in biological produce
|
500
|
27
|
|
|
|
46
|
Adjusted
EBITDA(2)
|
(334)
|
(576)
|
|
|
|
(669)
|
(1)Net revenue is revenue
reported by the Company after excise duties
payable
(2)Adjusted EBITDA means
profit/(loss)from operations before fair value movement in
biological produce, interest, tax, depreciation and
amortisation.
NET REVENUE BY DISTRIBUTION
CHANNEL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H1 2024
|
H1 2023
|
|
Change
|
|
FY 2023
|
|
£'000
|
£'000
|
|
%
|
|
£'000
|
|
|
|
|
|
|
|
Direct to
Consumer (DTC)
|
742
|
650
|
|
14%
|
|
1,489
|
UK
Trade
|
1,310
|
1,685
|
|
-22%
|
|
3,454
|
Total UK net wine
sales
|
2,052
|
2,335
|
|
-12%
|
|
4,943
|
International
|
840
|
742
|
|
13%
|
|
1,494
|
Net wine
sales
|
2,892
|
3,077
|
|
-6%
|
|
6,437
|
Tour and
related income (DTC)
|
373
|
264
|
|
41%
|
|
525
|
Other
income *
|
20
|
32
|
|
-36%
|
|
90
|
Total net
revenue
|
3,286
|
3,373
|
|
-3%
|
|
7,052
|
|
|
|
|
|
|
|
PERCENTAGES OF NET
REVENUE
|
|
|
|
|
|
|
Direct to
Consumer (DTC)
|
33.9%
|
27.0%
|
|
|
|
28.6%
|
UK
Trade
|
39.9%
|
50.1%
|
|
|
|
49.0%
|
International
|
25.6%
|
22.0%
|
|
|
|
21.2%
|
Other
|
0.6%
|
0.9%
|
|
|
|
1.3%
|
|
100.0%
|
100.0%
|
|
|
|
100.0%
|
*DTC total net revenue (including
tour and related income) of £1,115,000 for H1 2024, £914,000 for H1
2023 (22% growth) and £2,014,000 for FY 2023.
OPERATIONS AND FINANCIAL REVIEW
Results
Net revenue for the period
amounted to £3.3m (H1 2023: £3.4m), a decrease of 3% on the
corresponding period last year.
UK wine sales were down in H1 by
12% to £2.1m (H1 2023: £2.3m), reflecting mixed performance across
our sales channels:
·
UK Trade wine sales down 22% to £1,310,000 (H1
2023: £1,685,000), with slow trading within the market; offset
by
·
DTC wine sales up by 14% to £742,000 (H1 2023:
£650,000), driven by investment in digital marketing and direct
wine sales arising from our tour and experience programme at the
Nest, Gusbourne's cellar door operation in Kent. In addition to
wine sales hospitality revenue increased by 41% to £373,000 (H1
2023: £264,000).
International sales grew by
13% to £840,000 (H1 2023:
£742,000), due to Gusbourne's ongoing
success in international markets. Gusbourne has now increased its
distribution to over 37 international markets.
Gross margin improved to 69.3% (H1
2023: 68.3%), reflecting improved price and sales mix dynamics, in
line with the Group's premium positioning and product
strategy.
Administrative expenses for the six
months, excluding depreciation, amounted to £2.6m (H1 2023: £2.9m),
included planned increased expenditure on sales and marketing costs
of £1.7m (H1 2023: £1.9m) reflecting continuing investment in the
growth of the business and its sales beyond the current financial
period. Sales and marketing costs, which are largely discretionary,
continue to represent a relatively high proportion of net revenues
during this planned growth phase of the business but are now
declining as a percentage of net revenue from a peak of 84% in FY
2019 to 53% of H1 2024 net revenue (H1 2023 56%).
Adjusted EBITDA for the six months
was a loss of £0.3m (H1 2023: £0.6m). The operating loss for the
period after depreciation and amortisation was £0.6m (H1 2023:
£1.0m loss). The loss before tax was £1.4m (H1 2023: £1.4m loss)
after net finance costs of £0.8m (H1 2023: £0.5m). Finance costs
have increased in 2024 due to the additional debt. These adjusted
EBITDA losses are on forecast due to the sales in H1 being below
expectations and measures have been implemented to mitigate further
losses.
Balance Sheet
The Group's balance sheet reflects
the long-term nature of the sparkling wine industry. The production
of premium quality wine from new vineyards is, by its very nature,
a long-term project of at least ten years. It takes around two
years to select and prepare optimal vineyard sites and order the
appropriate vines for planting. It takes a further four years from
planting to bring a vineyard into full production and a further
four years to transform these grapes into Gusbourne's premium
sparkling wine. This requires capital expenditure on vineyards and
related property, plant and equipment as well as significant
working capital to support inventories over the long production
cycle.
The total assets employed in the
business at 30 June 2024 was £32.6m (H1 2023: £30.0m) represented
by:
·
196 hectares of Freehold land and buildings of
£7.9m (H1 2023: £8.0m) - with buildings at cost less
depreciation.
·
93 hectares of mature vineyards of £2.5m (H1
2023: £2.6m) - at cost less depreciation.
·
Plant, machinery and other equipment of £1.6m (H1
2023: £1.8m) - at cost less depreciation.
·
Right of use assets (under IFRS 16) of £2.5m (H1
2023: £2.7m).
·
Biological assets of £0.6m (H1 2023: £1.0m), due
to £0.5m fair value provision to reflect
the lower yields expected from this year's
harvest.
·
Inventories at 30 June 2024 at the lower of cost
and net realisable value amounted to £15.3m (H1 2023: £12.7m).
These inventories represent wine in its various stages of
production from wine in tank from the last harvest to the finished
products which take around four years to produce from the time of
harvest. These additional four years reflect the time it takes to
transform our high-quality grapes into Gusbourne's premium
sparkling wine. An important point to note is that these wine
inventories already include the wine (at its various stages of
production) to support sales planned for the next four years. The
anticipated underlying surplus of net realisable value over the
cost of these wine inventories, which is not reflected in these
accounts, will become an increasingly significant factor of the
Group's asset base as these inventories continue to
grow.
·
Other working capital (representing trade and
other receivables less trade and other payables) of £0.5m (H1 2023:
£0.0m).
·
Cash of £0.2m (H1 2023: £0.2m).
·
Intangible assets of £1.0m (H1 2023: £1.0m) arose
on the acquisition of the Gusbourne Estate business on 27 September
2013. Intangible assets, which includes the Gusbourne brand itself,
remain unimpaired at their historical amount and in accordance with
the relevant accounting standards. No account has been taken with
regards to any potential fair value uplift that may be
appropriate.
Financing and net debt
At 30 June 2024 the Group's total assets of £32.6m (H1
2023: £30.0m) were financed by:
·
Shareholder's equity of £9.2m (H1 2023:
£12.0m).
·
Deep discount bond ("DDB") and accrued interest
of £20.7m (H1 2023: Long term secured debt from PNC £15.2m).
At 30 June 2024 the DDB has a final redemption date of 12
August 2027 (H1 2023: final repayment date of 12 August 2027) and
is secured by a fixed and floating charge over the companies
assets. The £20.0m DDB (H1 2023: £16.5m facility) has a discount
rate of 7.75% (H1 2023: interest rate of 2.50 per cent over Bank of
England Base Rate).
·
Lease liabilities under IFRS 16 of £2.7m (H1
2023: £2.8m).
Net debt of £20.5m (H1 2023
£15.2m), the increase since 30 June 2023 reflecting further
investment in inventory.
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
For the six months ended 30 June
2024
|
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
Six months
to
|
Six months
to
|
|
Year
to
|
|
|
|
30 June
|
|
30 June
|
31
December
|
|
|
Notes
|
|
2024
|
|
2023
|
|
2023
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
2
|
|
3,531
|
|
3,648
|
|
7,665
|
|
Excise duties
|
|
|
(245)
|
|
(275)
|
|
(613)
|
|
Net
revenue
|
|
|
3,286
|
|
3,373
|
|
7,052
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
(1,009)
|
|
(1,071)
|
|
(2,244)
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
2,277
|
|
2,302
|
|
4,808
|
|
|
|
|
|
|
|
|
|
|
Fair value movement in biological
assets
|
6
|
|
(500)
|
|
(27)
|
|
-
|
|
Fair movement in biological
produce
|
6
|
|
-
|
|
-
|
|
(46)
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses
|
|
|
(2,917)
|
|
(3,225)
|
|
(6,138)
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(1,141)
|
|
(950)
|
|
(1,376)
|
|
|
|
|
|
|
|
|
|
|
Finance expense
|
4
|
|
(799)
|
|
(490)
|
|
(1,627)
|
|
|
|
|
|
|
|
|
|
|
Loss before tax
|
|
|
(1,940)
|
|
(1,440)
|
|
(3,003)
|
|
|
|
|
|
|
|
|
|
|
Tax credit
|
|
|
-
|
|
-
|
|
38
|
|
|
|
|
|
|
|
|
|
|
Loss and total comprehensive loss for the period attributable
to owners of
the
parent
|
|
|
(1,940)
|
|
(1,440)
|
|
(2,965)
|
|
|
|
|
|
|
|
|
|
|
Loss per share attributable
to
|
|
|
|
|
|
|
|
|
the ordinary equity holders
of the parent:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
(3.19p)
|
|
(2.37p)
|
|
(4.89p)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
At 30 June 2024
|
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
|
30 June
|
|
30 June
|
31
December
|
|
|
Notes
|
|
2024
|
|
2023
|
|
2023
|
|
Assets
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
Intangibles
|
|
|
1,007
|
|
1,007
|
|
1,007
|
|
Property, plant and
equipment
|
5
|
|
14,527
|
|
15,144
|
|
14,865
|
|
Other receivables
|
|
|
-
|
|
19
|
|
-
|
|
|
|
|
15,534
|
|
16,170
|
|
15,872
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Biological assets
|
6
|
|
570
|
|
1,026
|
|
-
|
|
Inventories
|
7
|
|
15,261
|
|
12,670
|
|
15,546
|
|
Trade and other
receivables
|
|
|
2,153
|
|
1,799
|
|
1,836
|
|
Cash and cash equivalents
|
|
|
198
|
|
151
|
|
71
|
|
|
|
|
18,182
|
|
15,646
|
|
17,453
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
33,716
|
|
31,816
|
|
33,325
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
(1,635)
|
|
(1,795)
|
|
(1,880)
|
|
Lease liabilities
|
|
|
(246)
|
|
(100)
|
|
(251)
|
|
Loans and borrowings
|
|
|
-
|
|
-
|
|
(18,127)
|
|
|
|
|
(1,881)
|
|
(1,895)
|
|
(20,258)
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
Loans and borrowings
|
8
|
|
(20,702)
|
|
(15,212)
|
|
-
|
|
Lease liabilities
|
|
|
(2,439)
|
|
(2,740)
|
|
(2,512)
|
|
|
|
|
(23,141)
|
|
(17,952)
|
|
(2,512)
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
(25,022)
|
|
(19,847)
|
|
(22,770)
|
|
|
|
|
|
|
|
|
|
|
NET
ASSETS
|
|
|
8,694
|
|
11,969
|
|
10,555
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(continued)
At 30 June 2024
|
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
|
30 June
|
|
30 June
|
|
31
December
|
|
|
Notes
|
|
2024
|
|
2023
|
|
2023
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
Issued capital and reserves attributable to
|
|
|
|
|
|
|
|
|
owners of the parent
|
|
|
|
|
|
|
|
|
Share capital
|
9
|
|
12,192
|
|
12,191
|
|
12,192
|
|
Share premium
|
|
|
21,200
|
|
21,144
|
|
21,190
|
|
Merger reserve
|
|
|
(13)
|
|
(13)
|
|
(13)
|
|
Share option reserve
|
|
|
140
|
|
7
|
|
71
|
|
Retained earnings
|
|
|
(24,325)
|
|
(21,360)
|
|
(22,885)
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY
|
|
|
8,694
|
|
11,969
|
|
10,555
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CASH
FLOWS
For the six months ended 30 June
2024
|
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
Six months
to
|
Six months
to
|
|
Year to
|
|
|
|
|
30 June
|
|
30 June
|
31
December
|
|
|
|
|
2024
|
|
2023
|
|
2023
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
Cashflows from operating activities
|
|
|
|
|
|
|
|
|
Loss for the year/period before
tax
|
|
|
(1,940)
|
|
(1,440)
|
|
(3,003)
|
|
Adjustments for:
|
|
|
|
|
|
|
|
|
Depreciation of property, plant and
equipment
|
|
|
312
|
|
347
|
|
661
|
|
Sale of property, plant and
equipment
|
|
|
(6)
|
|
-
|
|
(14)
|
|
Finance expense
|
|
|
799
|
|
490
|
|
1,627
|
|
Equity
share options issued
|
|
69
|
|
-
|
|
64
|
|
Fair
value movement in biological asset
|
|
500
|
|
27
|
|
-
|
|
Fair
value movement in biological produce
|
|
-
|
|
-
|
|
46
|
|
Operating cash flow before changes in working
capital
|
|
(266)
|
|
(576)
|
|
(619)
|
|
|
|
|
|
|
|
|
|
(Increase)/decrease in trade and
other receivables
|
|
(317)
|
|
(511)
|
|
(491)
|
|
(Increase)/decrease in
inventories
|
|
|
453
|
|
(49)
|
|
(2,742)
|
|
(Increase) in biological
assets
|
|
|
(1,071)
|
|
(1,053)
|
|
-
|
|
Increase in trade and other
payables
|
|
|
(254)
|
|
295
|
|
380
|
|
Cash outflow from operations
|
|
|
(1,455)
|
|
(1,894)
|
|
(3,472)
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
Purchases of property, plant and
equipment,
|
|
|
|
|
|
|
|
|
excluding vineyard
establishment
|
|
|
(101)
|
|
(531)
|
|
(1,485)
|
|
Sale of property, plant and
equipment
|
|
|
29
|
|
-
|
|
16
|
|
Net
cash from investing activities
|
|
|
(72)
|
|
(531)
|
|
(1,469)
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
Revolving
facility repayments
|
(16,941)
|
|
(2,235)
|
|
(4,829)
|
|
Revolving
facility drawdowns
|
310
|
|
5,145
|
|
8,570
|
|
Issue of
Deep Discount Bonds
|
20,000
|
|
-
|
|
-
|
|
Financing
Agreements entered into
|
-
|
|
-
|
|
792
|
|
Repayment
of lease liabilities
|
(142)
|
|
(42)
|
|
(223)
|
|
Interest
paid
|
|
|
(83)
|
|
(471)
|
|
(1,114)
|
|
Issue/(repayment) of short term
loan
|
|
|
(1,500)
|
|
-
|
|
1,500
|
|
Issue of ordinary shares
|
|
|
10
|
|
-
|
|
52
|
|
Share issue expense
|
|
|
-
|
|
-
|
|
(5)
|
|
Net
cash from financing activities
|
|
|
1,654
|
|
2,307
|
|
4,743
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF
CASH FLOWS (continued)
For the six months ended 30 June
2024
|
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
Six months
to
|
Six months
to
|
|
Year to
|
|
|
|
|
30 June
|
|
30 June
|
31
December
|
|
|
|
|
2024
|
|
2023
|
|
2023
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in
cash and cash equivalents
|
|
|
127
|
|
(118)
|
|
(198)
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at
beginning of period
|
|
|
71
|
|
269
|
|
269
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at
end of period
|
|
|
198
|
|
151
|
|
71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CHANGES
IN EQUITY
For the six months ended 30 June
2024
Audited:
|
Share
Capital
|
Share
premium
|
Merger
reserve
|
Share
option
reserve
|
Retained
Earnings
|
Total
attributable
to equity
holders of
parent
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
31 December
2022
|
12,191
|
21,144
|
(13)
|
7
|
(19,920)
|
13,409
|
|
|
|
|
|
|
|
Share
issue
|
-
|
-
|
-
|
-
|
-
|
-
|
Comprehensive loss for the period
|
-
|
-
|
-
|
-
|
(1,440)
|
(1,440)
|
|
______
|
______
|
______
|
______
|
_____
|
______
|
|
|
|
|
|
|
|
30 June
2023
|
12,191
|
21,144
|
(13)
|
7
|
(21,360)
|
11,969
|
|
______
|
______
|
______
|
______
|
______
|
______
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
issue
|
1
|
51
|
-
|
-
|
-
|
52
|
Share
issue expenses
|
-
|
(5)
|
-
|
-
|
-
|
(5)
|
Equity
share options issued
|
-
|
-
|
-
|
64
|
-
|
64
|
Comprehensive loss for the period
|
-
|
-
|
-
|
-
|
(1,525)
|
(1,525)
|
|
______
|
______
|
______
|
______
|
_____
|
______
|
|
|
|
|
|
|
|
31 December
2023
|
12,192
|
21,190
|
(13)
|
71
|
(22,885)
|
10,555
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
Share
issue
|
0
|
10
|
-
|
-
|
-
|
10
|
Share
issue expenses
|
-
|
(0)
|
-
|
-
|
-
|
(0)
|
Equity
share options issued
|
-
|
-
|
-
|
69
|
-
|
69
|
Comprehensive loss for the period
|
-
|
-
|
-
|
-
|
(1,940)
|
(1,940)
|
|
______
|
______
|
______
|
______
|
_____
|
______
|
|
|
|
|
|
|
|
30 June
2024
|
12,192
|
21,200
|
(13)
|
140
|
(24,825)
|
8,694
|
|
______
|
______
|
______
|
______
|
______
|
______
|
NOTES TO THE INTERIM
FINANCIAL STATEMENTS
1 Basis of
preparation
Statement of compliance
The interim financial statements in
this report have been prepared in accordance with International
Financial Reporting Standards (IFRS) and the IFRS Interpretations
Committee (IFRIC) interpretations that were applied in the
preparation of the Company's published consolidated financial
statements for the year ended 31 December 2023 and are
consistent with the accounting policies expected to apply in its
financial statements for the year ended 31 December 2024. As
permitted, this interim report has been prepared in accordance with
the AIM Rules for Companies and does not seek to comply with IAS 34
"Interim Financial Reporting".
Statutory information
The financial information for the six
months ended 30 June 2024 has not been subject to an audit nor a
review in accordance with International Standard on Review
Engagements 2410, Review of Interim Financial Information Performed
by the Independent Auditor of the Entity, issued by the Auditing
Practices Board. The comparative financial information
presented herein for the year ended 31 December 2023 does not
constitute full statutory accounts within the meaning of Section
434 of the Companies Act 2006. The Group's annual report and
accounts for the year ended 31 December 2023 have been delivered to
the Registrar of Companies. The Group's independent auditor's
report was unqualified and did not contain a statement under
section 498(2) or 498(3) of the Companies Act
2006.
The Board of the Company continually assesses and
monitors the key risks of the business. The Board continues to
consider the Group's profit and cash flow plans for at least the
next 12 months and run forecasts and downside "stress test"
scenarios, and consider cost and other mitigation actions,
including but not limited to, operating cost reductions and reduced
capital expenditure, which enable the company to operate within
existing facilities.
2
Revenue
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
30 June
|
|
30 June
|
|
31
December
|
|
|
|
2024
|
|
2023
|
|
2023
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
Wine sales
|
|
2,892
|
|
3,077
|
|
6,437
|
|
Other income
|
|
394
|
|
296
|
|
615
|
|
Net
revenue
|
|
3,286
|
|
3,373
|
|
7,052
|
|
Excise duties
|
|
245
|
|
275
|
|
613
|
|
Total Revenue
|
|
3,531
|
|
3,648
|
|
7,665
|
|
3 Loss from
operations
Loss from operations has been arrived at after
charging:
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
30 June
|
|
30 June
|
|
31
December
|
|
|
2024
|
|
2023
|
|
2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
Depreciation of property, plant and
equipment
|
|
312
|
|
347
|
|
661
|
Profit on disposal
|
|
6
|
|
-
|
|
14
|
Staff costs expensed to
consolidated
|
|
|
|
|
|
|
statement of income
|
|
1,331
|
|
1,279
|
|
2,610
|
4 Finance
expense
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
30 June
|
|
30 June
|
|
31
December
|
|
|
|
2024
|
|
2023
|
|
2023
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
Finance expense
|
|
|
|
|
|
|
|
Interest payable on
borrowings
|
|
766
|
|
472
|
|
1,114
|
|
Amortisation of bank transaction
costs
|
|
33
|
|
18
|
|
513
|
|
Total finance expense
|
|
799
|
|
490
|
|
1,627
|
|
5 Property, plant
and equipment
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
30 June
|
|
30 June
|
|
31
December
|
|
|
|
2024
|
|
2023
|
|
2023
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
Freehold land and
buildings
|
|
7,903
|
|
7,985
|
|
7,937
|
|
Plant, machinery and motor
vehicles
|
|
1,579
|
|
1,774
|
|
1,693
|
|
Mature vineyards
|
|
2,496
|
|
2,642
|
|
2,569
|
|
Computer equipment
|
|
66
|
|
52
|
|
79
|
|
Right of use assets
|
|
2,483
|
|
2,691
|
|
2,587
|
|
|
|
14,527
|
|
15,144
|
|
14,865
|
|
Right of use assets
Right of use assets
comprise land leases on which vines have been planted and property
leases from which vineyard and winery operations are carried out.
These assets have been created under IFRS 16 - Leases.
6 Biological
assets
Biological assets represent grapes growing on
the Group's vines. Once the grapes are harvested, they are deemed
to be biological produce and transferred to inventories.
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
30 June
|
|
30 June
|
|
31
December
|
|
|
2024
|
|
2023
|
|
2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
Crop growing costs
|
|
1,070
|
|
1,053
|
|
1,934
|
Fair value of grapes harvested and
transferred
|
|
|
|
|
|
|
to inventories
|
|
-
|
|
-
|
|
(1,888)
|
Fair value movement in biological
assets
|
|
(500)
|
|
(27)
|
|
-
|
Fair value movement in biological
produce
|
|
-
|
|
-
|
|
(46)
|
|
|
|
|
|
|
|
Fair value of biological assets at the reporting
date
|
|
570
|
|
1,026
|
|
-
|
The fair value of biological assets
at the reporting date is determined by reference to estimated
market prices less costs to sell. The estimated market price for
grapes used in respect of 2024 is £2,800 (2023: £3,000) per tonne.
The fair value is subject to a discount factor of 55% (2023: 55%)
due to the grapes, as at the reporting date, being approximately a
month away from being ready for harvest.
A 10% increase in the estimated
market price of grapes to £3,080 per tonne would result in an
increase of £32,340 in the fair value of biological assets at the
reporting date. A 10% decrease in the estimated market price of
grapes to £2,520 per tonne would result in a decrease of £32,340 in
the fair value of biological assets at the reporting
date.
7
Inventories
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
30 June
|
|
30 June
|
|
31 December
|
|
|
|
2024
|
|
2023
|
|
2023
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
Finished goods
|
|
113
|
|
1,474
|
|
925
|
|
Work in progress
|
|
15,148
|
|
11,196
|
|
14,621
|
|
|
|
|
|
|
|
|
|
|
|
15,261
|
|
12,670
|
|
15,546
|
|
8 Loans and
borrowings
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
30 June
|
|
30 June
|
|
31
December
|
|
|
2024
|
|
2023
|
|
2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
Current liabilities
|
|
|
|
|
|
|
Bank loans
|
|
-
|
|
-
|
|
16,627
|
Short-term loan
|
|
-
|
|
-
|
|
1,500
|
|
|
-
|
|
-
|
|
18,127
|
Non-current liabilities
|
|
|
|
|
|
|
Bank loans
|
|
-
|
|
15,374
|
|
-
|
Short-term loan
|
|
-
|
|
-
|
|
-
|
Deep Discount Bond
|
|
20,702
|
|
-
|
|
-
|
Unamortised bank transaction
costs
|
|
-
|
|
(162)
|
|
-
|
|
|
20,702
|
|
15,212
|
|
-
|
Total loans and borrowings
|
|
20,702
|
|
15,212
|
|
18,127
|
In January 2024 the Group issued Deep
Discount Bonds for £20.0m. The subscription proceeds of £20.0m was
were used to repay the existing PNC Facility amounting to £16.3m,
repay the short-term unsecured Loan of £1.5m, related fees and
expenses of £0.6m and the remaining proceeds used for working
capital and to support the ongoing growth strategy of the
Company.
The DDB was issued at a discount of
7.75% per annum on quarterly rests. The nominal amount is
£26.3m which is payable on the final redemption date of 12 August
2027. The DDB is secured over land, properties and stock,
with a full fixed and floating security over the assets of both the
Company and Gusbourne Estate Limited.
The PNC asset-based lending facility
was for a £16.5 million revolving facilities to 12 August
2027. The interest rate was at the annual rate of 2.50 per
cent over Sterling Overnight Index Average ("SONIA"). The
facilities were secured by way of first priority charges over the
Company's inventory, receivables and freehold property as well as
an all-assets debenture and contain financial and general covenants
and customary events of default. The financial covenants include
cash burn, fixed charge cover, capital expenditure restrictions and
minimum headroom levels, and are tested monthly.
9 Share
capital
|
|
Deferred shares of 49p
each
|
Ordinary shares of 1p
each
|
|
|
|
Number
|
Number
|
£'000
|
Issued and fully paid
|
|
|
|
|
At
1 January 2023
|
|
23,639,762
|
60,773,987
|
12,191
|
Issued in the year
|
|
-
|
71,306
|
1
|
At
31 December 2023
|
|
23,639,762
|
60,845,293
|
12,192
|
Issued in the period
|
|
-
|
14,048
|
0
|
At
30 June 2024
|
|
23,639,762
|
60,859,341
|
12,192
|
On 4 January 2024 the Company issued 14,048 new
ordinary shares of 1p each pursuant to an exercise of Warrants. All
Warrants were exercised at 75p per share.
Unexercised Warrants as at 30 June 2024 amount
to 3,874,623 Ordinary Shares of 1 pence each. These Warrants are
excisable at a price of 75 pence per share and have a final
exercise date of 16 December 2024.
10 Related party
transactions
On 19 January 2024, a £20m long-term secured
deep discount bond ("DDB") to support the Company's working capital
and ongoing growth was issued to a company associated with Lord
Ashcroft KCMG PC.
Deacon Street Partners Limited is considered a
related party by virtue of the fact that Lord Ashcroft KCMG PC, the
Company's ultimate controlling party, is also the ultimate
controlling party of Deacon Street Partners Limited. During the
period Deacon Street Partners Limited charged the Company £8,750
(2023 - £26,250) in relation to management services. There was
£5,336 due to Deacon Street Partners Limited as at 30 June 2024
(2023 - £66,106).
11 Post balance sheet
events
Offer
period
On 22 July 2024 the Company announced that its
majority shareholder, Lord Ashcroft, has notified the Company that
he would like to open discussions with the Board to explore various
strategic options for his shareholding, including a possible sale
of his 66.76 per cent. shareholding, a strategic merger with a
similar company, and a possible capitalisation of all or part of
his debt.