Equity Fundraise of Over £5 million and Broker Option, Intention to Move to the Official List
Love Hemp Group PLC (AQSE: LIFE) (OTCQB: WRHLF) , one of the UK’s leading CBD and hemp product suppliers, is pleased to announce the following:
● A successful fundraise of over £5 million (gross) and the grant of an option to Peterhouse Capital, subject to the completion of the fundraise
● A global marketing programme to boost Love Hemp’s brand using the proceeds generated
● Intention to move to the Official List of the London Stock Exchange during 2021
Equity Fundraise, Use of Proceeds and Broker Option
Love Hemp has completed (subject to certain conditions) an oversubscribed equity fundraise of over £5 million (gross) (the “Fundraise”) through the issue of 143,571,429 Ordinary Shares (the “Fundraising Shares”) at an issue price of 3.5 pence per ordinary share (the “Issue Price”).
The Fundraise has been undertaken by way of a placing of new ordinary shares (“Placing”) of 0.1 pence each (“Ordinary Shares”; “Placing Shares”) in the share capital of the Company arranged by H&P Advisory Limited (“Hannam”) and Peterhouse Capital Limited (“Peterhouse”) with new and existing institutional investors and a Company arranged subscription for new Ordinary Shares (the “Subscription”; “Subscription Shares”).
The Issue Price represents a 25 per cent discount to the closing mid-market price of the Ordinary Shares on 06 April 2021 (being the last practicable business day prior to the pricing of the transaction).
The proceeds of the Fundraise will be applied towards the Company’s new global marketing programme which will be implemented across the UK and US and includes a partnership with UFC (Ultimate Fighting Championship) as announced on 16 March 2021, as well as for general corporate purposes.
In order to provide shareholders and other investors who did not participate in the Fundraise with the opportunity to do so, the Company has granted an option (the “Broker Option”) to Peterhouse, subject to the completion of the Fundraise, to subscribe for up to an additional 28,571,429 new Ordinary Shares (the “Broker Option Shares”) at the Issue Price. Depending on demand the number of Broker Option Shares subject to the Broker Option may be increased at the discretion of the Company with the written agreement of Peterhouse.
As far as is practical, allocations of new Ordinary Shares via the Broker Option will prioritise shareholders on the Company’s register at the close of business on 07 April 2021 (“Existing Shareholders”). If the Broker Option is fully taken up, it will raise an additional £1 million (before any potential upsize). If the Broker Option is not fully subscribed by 5.00pm on 08 April 2021, orders from eligible investors will be satisfied in full, and the balance of the Broker Option shall lapse. Further details regarding participation, the eligibility criteria, the order of priority, and details regarding settlement, are set out in more detail below.
Intention to seek a listing on the London Stock Exchange Main Board
Love Hemp is also pleased to announce its intention to seek admission of the Company’s Ordinary Shares to the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange (“LSE”) during the course of 2021. The Company believes that a listing on the LSE will provide considerable benefits to the Company and to shareholders, including an enhanced public profile, higher liquidity in the shares, and improved access to the capital markets, including access via institutional investors whose mandates would not currently permit them to invest.
Andrew Male, Chairman and Director of Love Hemp, commented:
“Love Hemp’s oversubscribed fundraise is a testament to the brand’s reputation as a leading supplier of CBD and hemp products across the UK and the continued interest from investors. The Company intends to use the funds to create a strong platform from which we can propel the brand into global recognition using our new marketing strategy.
“As part of this strategy, we have announced the Company’s intention to move to the Official List of the LSE. Having access to the Main Market will greatly benefit our shareholders by building the brand’s public profile and improving liquidity and access to the capital markets. We look forward to updating the market on our progress with the listing.”
Tony Calamita, CEO of Love Hemp, commented:
“We are delighted to have secured £5 million of funding to support Love Hemp as we implement our marketing strategy to become a global leader in the CBD industry. We remain focused on driving Love Hemp’s growth and building the brand’s presence across North America, Europe and beyond through strategic partnerships such as the recently announced, exclusive deal with the UFC.”
Application for Admission and Total Voting Rights
Application will be made to the Aquis Stock Exchange for the 143,571,429 Fundraising Shares to be admitted to trading (“Admission”) on the Access segment of the AQSE Growth Market. Admission is expected to become effective, and trading is expected to commence at 8.00 a.m. on or around 12 April 2021. Following Admission, the Fundraising Shares will rank pari passu with the existing Ordinary Shares.
Following Admission, the Company’s issued share capital will comprise 631,337,618 Ordinary Shares of 0.1 pence each, each share carrying the right to one vote. The figure of 631,337,618 should be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure and Transparency Rules.
In addition, subject to take up of the Broker Option, application will be made to the Aquis Stock Exchange for the Broker Option Shares to be admitted to trading (“Broker Option Admission”). Broker Option Admission is expected to become effective and trading of the Broker Option Shares will commence at 8.00 a.m. on or around 12 April 2021. Following Broker Option Admission, such Broker Option Shares will rank pari passu with the existing Ordinary Shares.
Broker Option
The Broker Option has been granted primarily to facilitate the participation by existing shareholders of the Company. Non-shareholders of the Company can also participate in the event existing shareholders do not apply for the shares in full (or in the event the Company agrees to increase the size of the Broker Option to allow additional participation if there is high demand).
Independent financial advisers, stockbrokers or other firms authorised by the Financial Conduct Authority may apply to participate in the Broker Option, on behalf of existing shareholders and other interested applicants. As Peterhouse cannot take direct orders from individual private investors, independent financial advisers, stockbrokers, or other firms authorised by the Financial Conduct Authority, should communicate their interest to Peterhouse. Parties who wish to register their interest in participating in the Broker Option should contact Peterhouse on STX: 76086 or +44 (0) 20 7220 9797. Each application should state the number of Broker Option Shares that the interested party wishes to acquire at the Issue Price and should be submitted to Peterhouse no later than -4.30pm on 08 April 2021.
As far as is practical, participation in the Broker Option will be prioritised for shareholders (direct or indirect) on the Company’s share register at the close of business on 07 April 2021 (“Existing Shareholders”). Peterhouse may choose not to accept applications and/or to accept applications, either in whole or in part, on the basis of allocations determined at their sole discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as Peterhouse may determine. If the Broker Option is not fully subscribed by 17.00 GMT on or around 08 April 2021 orders from eligible investors will be satisfied in full, and the balance of the Broker Option shall lapse.
It is expected that, following allocations by Peterhouse (in consultation with the Company), application will be made to the Aquis Stock Exchange for the relevant amount of Broker Option Shares to be admitted to trading on the Access segment of the AQSE Growth Market. The Broker Option Admission is expected to become effective, and trading of the Broker Option Shares is expected to commence at 8.00am on or around 12 April 2021. Following the Broker Option Admission, such Broker Option Shares will rank pari passu with the existing Ordinary Shares.
Following the Broker Option Admission, the Company will make a further announcement regarding its issued share capital to confirm the denominator for the calculations by which shareholders will determine if they are required to notify their interest, or a change in their interest, in the Company.
The Broker Option Shares are not being made available to the public and none of the Broker Option Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. No Prospectus will be issued in connection with the Broker Option.
Placing Agreement
Pursuant to the terms of a placing agreement entered into by the Company with Hannam and Peterhouse (and separate letters of engagement issued by each of Hannam and Peterhouse) (together the “Placing Agreement”), Hannam and Peterhouse, as agents for the Company, have agreed to use their reasonable endeavours to procure subscribers for the Fundraising Shares at the Issue Price. The Placing Agreement is conditional upon, amongst other things, none of the warranties given to Hannam and Peterhouse prior to Admission being or becoming untrue, inaccurate, or misleading in any respects.
Under the Placing Agreement, the Company has agreed to pay to Hannam and Peterhouse commissions based on the aggregate value of the Fundraise, and the costs and expenses incurred in relation to the Placing. Pursuant to the terms of the Placing Agreement, the Company has also agreed to issue warrants to subscribe for Ordinary Shares (“Warrants”), subject to Admission 5,741,570 Warrants shall be issued to Hannam and 6,138,428 Warrants to Peterhouse, each exercisable for a term of 2 years from Admission at the Issue Price.
The Placing Agreement contains customary warranties given by the Company in favour of Hannam and Peterhouse in relation to, amongst other things, the accuracy of the information in this announcement and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Hannam and Peterhouse (and their respective affiliates) in relation to certain liabilities which they may incur in respect of the Placing.
Both Hannam and Peterhouse have the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of breach of the warranties or a material adverse change or if the Placing Agreement does not become unconditional.
About Love Hemp Group
The Company, previously World High Life plc, was incorporated on 30 January 2019 as an Investment Vehicle. Originally intended to identify opportunities in the CBD and Medicinal Cannabis space, it quickly acquired Love Hemp Limited., the UK’s most recognisable CBD brand. The listed company recently changed its name to Love Hemp Group plc as part of its evolving strategy to purely focus on supporting the “best in class” CBD brand as it embarks on a wider expansion of its core business and offering.
Love Hemp produces and supplies more than 40 product lines, comprising of oils, sprays and tinctures and a variety of edible and water-based CBD products. Love Hemp has established relationships with over 2,000 stores in the UK, including leading retailers such as Sainsbury’s, Boots, Ocado and Holland & Barrett.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
