The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
Press Release – 19 December 2019
Sativa Group Plc
(“Sativa” or “the Company” or “the Group”)
Placing and subscription to raise approximately £1.38 million
Sativa Group plc [NEX: SATI], the UK’s leading quoted CBD wellness and medicinal cannabis group, is pleased to announce that it has raised approximately £1.38 million (before expenses) by way of a placing and subscription of 34,500,000 new ordinary shares of 0.25 pence each (“New Ordinary Shares”) at a price of 4 pence per New Ordinary Share (the “Placing Price”) (the “Fundraising”). The Fundraising comprises a placing of 7,750,000 New Ordinary Shares (the “Placing”) and a subscription of 26,750,000 New Ordinary Shares (the “Subscription”). Application has been made for admission of the New Ordinary Shares, with trading on the NEX Exchange Growth Market (“NEX”) expected to commence on 23 December 2019 (“Admission”). Investors have also been offered the opportunity to be issued with warrants. Pursuant to the offer, a total of 31,075,000 unlisted and non-transferable warrants in the Group, exercisable at 4.75 pence (“Warrants”) may be issued to investors. Allenby Capital Limited (“Allenby Capital”) acted as sole broker on the Fundraising. Transaction Highlights• The New Ordinary Shares have been placed with employees, existing and new investors. • The Placing and Subscription shares will represent approximately 6.06 per cent. of the total issued share capital of the Company, post Admission. • The net proceeds of the Fundraising, which will be approximately £1.35 million, will be used by the Company to invest in the Group’s operations and provide working capital to enable the Company to move to the expected next stage of its development. Henry Lees-Buckley, Chief Executive Officer of Sativa, said: “I would like to welcome our new investors and also thank our existing shareholders for their continued support. As a great example, existing shareholder Ken Lawrence has strongly supported this fundraising with a large contribution to the overall placing.” OutlookWe continue to work hard executing our strategy as we close 2019. Our new Goodbody Botanicals brand has been very well received with the high street grocers and pharmacies. We believe that our solution ideally fits the needs of consumers and retailers as this new category continues to expand. The foundation is set with our sales team and SHS Distribution (our distribution provider) meeting with key customers and planning for the coming year. We are confident that our product offer and our timing is right as we continue to ramp up sales and market share in 2020. The three location Goodbody Wellness store pilot is progressing. We continue to educate consumers on CBD, expand the product range, and optimize the marketing mix prior to executing a franchise rollout. Our Tesselate Collective direct selling model has seen solid growth as we close the year and prepare for an exciting brand launch in January. Our PhytoVista laboratory business continues to deliver strong growth as the UK CBD industry expands. Taken together, we are pleased with the progress we have made this year. Traditionally in retail the Christmas season is one of the busiest trading periods but our focus is also on the many opportunities we see in our growing marketplace and we look forward to the future with confidence.
Sativa Group PLC
Chief Executive Officer
+44 (0) 20 7971 1255
Chief Financial Officer
Sativa Group PLC
+44 (0) 20 7971 1255
Cenkos Securities plc
(NEX Exchange Corporate Adviser)
Stephen Keys / Max Gould
+44 (0) 20 7397 8900
+44 (0) 20 7397 8900
Allenby Capital Limited (Broker)
Nick Naylor / Nicholas Chambers
+44 (0) 20 3328 5656
+44 (0) 20 3328 5656
+44 (0)207 4594 4070
+44 (0) 7771 663 886
Further details of the Fundraising
The Company announces a proposed Placing and Subscription to raise approximately £1.38 million (before expenses) through the issue of 34,500,000 New Ordinary Shares at 4 pence per share. Investors have also been issued with a total of 31,075,000 Warrants in the Group.
The New Ordinary Shares to be issued pursuant to the Fundraising are to be admitted to trading on NEX which is expected to take place on 23 December 2019.
Use of proceeds
Pursuant to the Fundraising, the Company will receive gross proceeds of approximately £1.38 million. The net proceeds from the Placing and Subscription, which will be approximately £1.35 million, will be used by the Company to invest in the Group’s operations and provide working capital to enable the Company to move to the expected next stage of its development.
Details of the Fundraising and Admission
Under the Fundraising, the Company has conditionally raised approximately £1.38 million (before expenses) by way of a placing of 7,750,000 New Ordinary Shares and a subscription of 26,750,000 New Ordinary Shares with employees, existing and new investors. The Company has entered into a Placing Agreement with Allenby Capital under which Allenby Capital has agreed to use its reasonable endeavours to procure placees for the New Ordinary Shares comprised in the Placing at the Placing Price. The Fundraising has not been underwritten by Allenby Capital.
Upon Admission, the New Ordinary Shares comprised in the Fundraising will represent approximately 6.06 per cent. of the Company’s total share capital. The Placing Price represents a discount of approximately 20.79 per cent. to the closing mid-market price on NEX of 5.05 pence per existing ordinary share of the Company on 18 December 2019, being the last dealing day prior to publication of this announcement.
The Fundraising to raise a total of £1,380,000 by the issue of 7,750,000 New Ordinary Shares in the Placing and 26,750,000 New Ordinary Shares under the Subscription, in each case at the Placing Price, has been carried out within the Company’s existing share allotment authorities. Application has been made for the New Ordinary Shares to be admitted to trading on NEX and it is expected that Admission will take place on 23 December 2019. The allotment of the New Ordinary Shares is conditional, inter alia, upon Admission and the Placing Agreement becoming unconditional in all respects and not being terminated in accordance with its terms prior to Admission.
The Placing Agreement contains, inter alia, customary undertakings and warranties given by the Company in favour of Allenby Capital as to the accuracy of information contained in this document and other matters relating to the Company.
The New Ordinary Shares will rank, pari passu, in all respects with the existing ordinary shares, including the right to receive dividends and other distributions declared on or after the date on which they are issued.
It is expected that CREST accounts will be credited on the relevant day of Admission and that share certificates (where applicable) will be dispatched within 10 working days of Admission.
Pursuant to the Fundraising the Company is also offering placees and subscribers the opportunity to be issued with the Warrants, at nil cost, to subscribe for New Ordinary Shares on the following terms:
• the Warrants are exercisable at a price of 4.75 pence per New Ordinary Share; and
• the Warrants may be exercised one year after being granted for up to three years following the date of Admission.
Placees and Subscribers may apply to be issued with a number of Warrants up to the number of New Ordinary Shares they are subscribing for/acquiring in the Fundraising.
The issuance of the Warrants will be subject to Admission and receipt of funds in relation to the Fundraising. The Warrants have the rights set out in a Warrant Instrument which is being entered into separately by the Company.
Application for Admission
Application will be made to NEX for the New Ordinary Shares to be admitted to trading. It is anticipated that such admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 23 December 2019.
Total Voting Rights
Following Admission, the Company’s enlarged issued share capital will comprise 569,189,167 ordinary shares, with voting rights. The Company does not hold any ordinary shares in treasury. Therefore, following Admission, the total number of ordinary shares in the Company with voting rights will be 569,189,167.
These figures may 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 in their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.
Notes to Editors
Sativa Group plc is the UK’s leading quoted CBD wellness and medicinal cannabis group with three operating subsidiaries and one research entity.
George Botanicals (trading as Goodbody Botanicals) provides CBD products online and to retail markets including pharmacies, wellness stores and grocers. Goodbody Wellness is a high-street retail brand with dedicated CBD wellness stores providing a premium shopping experience to consumers. Tessellate Collective, a division of George Botanicals, is a direct-selling platform servicing consumers at home. Phytovista laboratories provides independent testing of CBD products to both external customers and fellow Group businesses.
Sativa Cultivation and Extraction holds a Controlled Drug licence and cultivates cannabis plants to fulfil its partnership agreement with King’s College London to research the impact of cannabinoids on inflammation and respiratory conditions.
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