Convertible Loan Notes

Blavod Wines and Spirits PLC ('the Company') 8 October 2009 Convertible Loan Notes ('CLNs") The Board is pleased to announce that it has agreed to raise £0.4 million by the issue of £0.4 million nominal of convertible unsecured loan notes, and as such CLNs to the value of £0.4 million have been issued today, The principal terms of the CLNs are as follows: Interest: Interest will become payable on the CLNs at a rate equivalent to 6% per annum on the total redeemable value of the notes, such interest to be payable semi-annually in arrears on 31 March and 30 September of each year. Security: the CLNs will be unsecured. Term: the CLNs have a five year term maturing on 30 September 2014, unless converted or redeemed earlier. Redemption : The CLNs shall fall to be repayable on the earlier of 30 September 2014 and an event of default. In addition, the Company has the right to redeem the CLNs upon 30 days' written notice to CLN Holders. Conversion: at the option of the CLN holders, the principal of the CLNs shall be convertible at any time, in whole or in part, into new ordinary shares of 1p each in the Company as follows: - at any time before 1 October 2010 at an equivalent price of 5p per share (ie every £1 nominal of CLN converts to 20 new ordinary shares); - at any time between 1 October 2010 and 30 September 2011 at an equivalent price of 5.5p per share; and - at any time between 1 October 2010 and 30 September 2014 at an equivalent price of 6p per share. For the avoidance of doubt, the conversion price is determined by the date on which formal application is made by the CLN holder to the Company, rather than the date on which any resultant shares are allotted or admitted to trading on AIM. Potential Dilution In the event that all the £0.4 million of CLNs are converted to share, this would result in the issue of a maximum of 8,000,000 Ordinary Shares, representing 8.35 per cent of the share capital (as enlarged by the conversion of all the CLNs.) Rationale for the Fundraising and use of Proceeds As set out in the Company's AGM statement in late July, sales in the first quarter of the year had shown growth of c35% year on year. As a result of this, the Company requires additional funding to provide working capital to finance the continued rapid growth of business in the important run up to Christmas. Currently the company has no bank facilities and has largely financed its growth via an invoice discounting facility. Given the Company's balance sheet, the ability to obtain extended bank finance is limited and would be very costly, and the Directors have concluded that the Company needs to strengthen its capital base. The creation of an unquoted unsecured convertible loan note with a 5 year duration provides the Company with medium term security of finance, whilst leaving the Company with flexibility surrounding its future funding options. Additionally, a convertible instrument provides the opportunity for these loans to be converted to equity capital over time, which would strengthen the Company's capital base. Your Directors have given consideration to the most appropriate method of sourcing subscribers for this instrument, balancing the desire to allow existing shareholders the chance to participate in any issue against the time and cost of so doing, and the likely take up of such an issue by those shareholders. Whilst in principle the Board would have preferred to offer all existing shareholders the opportunity to participate in the proposed fundraising by way of, for example, a rights issue, it was decided that, given the level of funds to be raised, conducting the capital raising primarily by way of a limited marketing of CLNs was a more suitable course of action. The principal reason for this has been that the extra management time and financial cost involved in conducting some form of pre-emptive issue would be considerable, and that the Company's resources are better allocated in achieving the Company's operational goals. The Company believes that the CLNs offer a secure form of funding for the medium term, and in the event that conversion occurs, this will be at an escalating price in each case at a premium to the current share price of 4.125p. Additionally the cost of securing the funding in terms of legal and advisory fees has been minimal. In the circumstances, the Directors believe that the issue of CLNs on the terms described represents the best opportunity for the Company to raise the working capital needed to move the business forward. Investment in the CLNs by Directors The following Directors have agreed to subscribe for £0.17 million of the £0.4 million CLNs to be issued. Their current shareholdings and their potential shareholdings as a result of conversion are also set out below Director CLN Shares % of No of subscription held at issued shares present share issued capital assuming max conversion* of CLNs Colin Campbell £100,000 1,515,000 1.73 2,000,000 Lawrence Banks £50,000 2,245,000 2.56 1,000,000 Richard Ambler £20,000 1,132,339 1.29 400,000 * at the lowest conversion price of 5p per share Related Party Transaction As mentioned above, the subscribers for the CLNs comprise directors Colin Campbell, Lawrence Banks and Richard Ambler. As such, their respective participation in the CLNs represent 'related party transactions' under the AIM Rules for Companies. Willie Phillips, the sole independent director, having consulted with the Company's nominated adviser, Brewin Dolphin Limited, considers that the terms of the subscription are fair and reasonable insofar as the Company's shareholders are concerned. Interim Results The Company expects to announce the interim results for the 6 months ended 30 September 2009 in the week commencing 14 December 2009. For further information please contact: Blavod Wines and Spirits PLC Richard Ambler, Chief Executive 0207 352 2096 Brewin Dolphin Investment Banking Neil Baldwin, Director 0845 213 4730 ENDS ---END OF MESSAGE--- This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.

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