18 December 2023
Everest
Global plc
("Everest"
or the "Company")
Acquisition
of Precious Link (UK) Limited, a UK
wine retailer
Following the
announcement on 4 July 2023, whereby
the Company entered into an agreement to provide a loan of £200,000
to Precious Link (UK) Limited
("Precious Link"), Everest is today
pleased to announce that it has entered into a share purchase
agreement ("SPA") with PI Distribution Investment Ltd, to acquire
the entire issued share capital of Precious
Link.
Under the terms
of the SPA, PI Distribution Investment Limited, a company
incorporated and registered in the British Virgin Islands, has agreed to sell its
wholly owned subsidiary, Precious
Link, to Everest for a consideration of 12,500,000 new
ordinary shares of £0.02 each in the issued share capital of
Everest ("Ordinary Shares") at a value of 4
pence per Ordinary Share (being a premium of 23.08 per cent.
compared to the closing middle market price of 3.25 pence per Ordinary Share on 15 December 2023), valuing
the transaction at £500,000.
Precious Link, a wine retailer incorporated and
registered in England and
Wales, consists of 2 retail liquor
outlets in the Southeast of England. For the year ended 30 September 2022, Precious Link made a loss before tax of £35,057
on turnover of £692,985. For the same period net liabilities
amounted to £533,631.
The
£200,000 loan between Precious Link
and the Company will remain in force and the director of
Precious Link will assign his loan
of circa £0.5m, due to him from Precious
Link, to the Company, as a condition of the SPA.
As
set out in the Company's prospectus dated 31
October 2023, the Company recently extended its acquisition
strategy to cover the wider food and beverage industry with a focus
on the beverage distribution and production sector in the UK and
the rest of Europe. The Directors
of the Company believe that the acquisition of Precious Link will provide an entry into the
beverage industry and allow it to access industry know-how and
expertise. The Company believes Precious
Link operates in a complementary sector and the acquisition
will pave the way in expanding its activities into the wider food
and beverage sector.
Completion of
the acquisition remains subject to a number of conditions
("Completion"). Once such conditions are satisfied or waived by the
Company (in its sole discretion), the 12,500,000 new Ordinary
Shares will be issued to PI Distribution Investment Ltd., following
which the Company intends to apply to the Financial Conduct
Authority ("FCA") for such new Ordinary Shares to be admitted to
the Official List of the FCA (by way of a standard listing under
Chapter 14 of the listing rules published by the FCA under section
73A of the FSMA as amended from time to time) and to the London
Stock Exchange Group plc ("London Stock Exchange") for such
Ordinary Shares to be admitted to trading on the London Stock
Exchange's main market for listed securities.
The
Company will make a further announcement confirming Completion and
the issue of the 12,500,000 new Ordinary Shares in due
course.
Following
Completion and the issue of the 12,500,0000 new Ordinary Shares the
total number of Ordinary Shares in issue with voting rights in the
Company will be 77,388,855 ("Total Voting Rights"). No shares are
held in treasury. The Total Voting Rights figure may then be used
by shareholders as the denominator for the calculation by which
they may determine if they are required to notify their interest
in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
This
announcement contains inside information for the purposes of
Article 7 of EU Regulation 596/2014 (which forms part of domestic
UK law pursuant to the European Union (Withdrawal) Act
2018).
The
Directors of the Company take responsibility for the contents of
this announcement.
For
further information please contact the following:
Everest
Global plc
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Andy Sui, Chief
Executive Officer
Rob
Scott, Non-Executive Director
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+44
(0) 776 775 1787
+27
(0)84 6006
001
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Cairn
Financial Advisers LLP
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Jo
Turner / Emily Staples
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+44
(0) 20 7213 0885 / +44 (0)20 7213 0897
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Caution
regarding forward looking statements
Certain
statements in this announcement, are, or may be deemed to be,
forward looking statements. Forward looking statements are
identified by their use of terms and phrases such as ''believe'',
''could'', "should" ''envisage'', ''estimate'', ''intend'',
''may'', ''plan'', ''potentially'', "expect", ''will'' or the
negative of those, variations or comparable expressions, including
references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current
expectations and assumptions regarding the Company's future growth,
results of operations, performance, future capital and other
expenditures (including the amount, nature and sources of funding
thereof), competitive advantages, business prospects and
opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on
information currently available to the Directors.