TIDMBERM
RNS Number : 6470D
Bermele PLC
30 June 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES
OR IN OR INTO, AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OF
AMERICA OR SOUTH AFRICA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
For Immediate Release 30 June 2021
Bermele Plc
("Bermele" or "the Company")
Proposed Acquisition of East Imperial Pte. Ltd.
Proposed Re-Admission of the Enlarged Share Capital to the
Official List (by way of Standard Listing under Chapter 14 of the
Listing Rules) and to trading on the London Stock Exchange's main
market for listed securities
Conditional fundraise of GBP3 million
Proposed Change of Name to East Imperial PLC
Notice of General Meeting
Bermele Plc is pleased to announce a number of proposals,
including the acquisition of East Imperial Pte. Ltd. ("East
Imperial") and the intention for the Company's shares to be
Re-Admitted with Enlarged Share Capital to the Official List (by
way of Standard Listing under Chapter 14 of the Listing Rules) and
to trading on the London Stock Exchange's main market for listed
securities , all of which are subject to shareholder approval at a
General Meeting.
Highlights
-- The Company has conditionally agreed to acquire East Imperial
for an aggregate consideration of GBP24.45 million ("Purchase
Price")
-- It is proposed that the Company's name be changed to East Imperial PLC and its ticker to EISB
-- East Imperial, founded in New Zealand in 2012, produces and
markets a line of ultra-premium beverages that are currently sold
throughout the Asia-Pacific and the United States of America. East
Imperial's range utilises all-natural ingredients, low natural
sugar content, and a genuine 1903 East African family recipe
-- The Company has conditionally raised gross proceeds of GBP3
million by way of an oversubscribed Placing by Optiva Securities
Ltd who acted as sole broker to the Placing
-- A Prospectus has been published in connection with the
proposed Re-Admission of the Company's Enlarged Share Capital to
the Official List and to trading on the Main Market of the London
Stock Exchange. The Prospectus is available on the Company's
website at https://www.bermele.com/EISBprospectus
-- The creation of the enlarged group ("Enlarged Group") is
subject to the satisfaction of, inter alia, Re-Admission, the
placing agreement to which the Placing is subject, and the passing
of the resolutions to be proposed at the General Meeting of the
Company
Toby Hayward, Non-Executive Chairman of Bermele Plc, said: "I am
delighted that we are today announcing the proposed acquisition of
East Imperial Pte. Ltd. East Imperial produces and markets a line
of ultra-premium beverages that are currently sold throughout the
Asia-Pacific and the United States of America."
Anthony (Tony) Burt, CEO of East Imperial, said:
"East Imperial is now a well-established brand purveyed at some
of the world's leading hotels, restaurants, and bars across much of
Asia Pacific, the US, and Europe.
"Our London listing is an exciting opportunity for us to
accelerate our growth and benefit from the increasing demand that
we've seen for ultra-premium mixers among consumers across the
globe. We've got a great platform on which to build our market
share across Asia, the US, and Europe and we want to replicate our
success in new regions including the UK. We'll also be investing in
our multi-channel approach to deliver our premium mixers directly
to consumers who want to enjoy them at home, a trend which has
accelerated over the last 18 months.
"Since we founded East Imperial in 2012 we've never compromised
on the quality and sustainability of our ingredients and our
dedication to offering consumers the most authentic and enjoyable
experience while taking care of the planet. This focus will always
remain at the heart of our brand as we look to deliver a step
change in the growth of our business in the years ahead."
Introduction
The Company is pleased to announce that it has conditionally
agreed to acquire East Imperial for an aggregate consideration of
GBP24.45 million ("Purchase Price"). East Imperial, founded in New
Zealand in 2012, produces and markets a line of ultra-premium
beverages that are currently sold throughout Asia-Pacific and the
United States of America. East Imperial's range utilises
all-natural ingredients, low natural sugar content and a genuine
1903 East African family recipe.
The Company has today published a Prospectus prepared in
accordance with the Prospectus Regulation Rules of the FCA, which
sets out the details of, and reasons for, the Proposals and
explains why the Board consider the Proposals to be in the best
interests of the Company and its Shareholders as a whole and
recommend that Shareholders vote in favour of the Resolutions to be
proposed at the General Meeting.
In addition, the Company has conditionally raised gross proceeds
of GBP3 million by way of an oversubscribed Placing in order to
provide working capital for the Enlarged Group's strategy. The
Proposed Board intends to apply the majority of the net proceeds of
the Placing towards expansion, further development of e-commerce,
new product development, and general working capital support.
The proposals are subject to the satisfaction of, inter alia,
Re-Admission, and the passing of the resolutions to be proposed at
the General Meeting of the Company. If the Proposals are approved,
it is expected that Re-Admission will become effective and dealings
in the Enlarged Share Capital will commence on the London Stock
Exchange on or around 8.00 a.m. on 19 July 2021.
Background to East Imperial
Since the launch of its products in 2013, East Imperial has
produced a line of branded premium mixers that sell throughout the
Asia-Pacific and the United States of America. East Imperial has
also expanded its product range which now boasts eleven premium
mixers.
The founders of East Imperial began working together in late
2011 with the aim of producing a line of premium mixers. The
founders had past experience in marketing, advertising and brand
strategy and had worked with leading global brands. Based on this
experience, it was evident to them that the way consumers were
selecting branded products was changing. They concluded that there
was a trend of consumers increasingly opting for more premium,
higher-quality products designed to give the consumer a more
authentic experience over cheaper, lower-quality, mass-produced
products.
The founders took inspiration from a traditional family tonic
recipe dating back to 1903 to create their first product and to
build their brand. The founders wanted to return heritage,
tradition, and authenticity to a line of beverages that define an
era of discovery. East Imperial's purpose was, and still is, based
on this philosophy: to explore, discover, inspire, and serve all
while being mindful of the need to take care of the planet
After spending nearly two years developing the tonic recipe,
creating and designing a brand, and deciding on the brand's market
position, its price point and bottle size, East Imperial New
Zealand was incorporated in November 2012. With the appointment of
newly established distribution partners, Proof and Company in
Singapore and Neat Spirits in New Zealand, East Imperial's first
release would soon follow. This was the Old World Tonic in April
2013 in both the Singapore and New Zealand markets.
In late 2014, East Imperial successfully brought to market a
more contemporary style of tonic water, Burma Tonic, now known
simply as Tonic Water within the range. Burma Tonic contained less
sugar than its competitors' products, while also having a higher
quinine content, and was marketed around the idea of showcasing to
consumers the Long Pink Gin, made famous at the Pegu Club in
Rangoon at the turn of the 20th century. Burma Tonic was designed
to complement all gins, in particular London Dry Gins, the most
popular style of gin sold. Burma Tonic is now the largest seller in
the East Imperial range.
With Burma Tonic now in the market, East Imperial expanded its
distribution footprint by opening up markets in Hong Kong (via
Proof and Company), BreakThru Beverages in Miami, and Ultra-Premium
Brands in the Czech Republic.
2016 saw distribution agreements put in place within Denmark,
Sweden, Australia, Belgium, The Netherlands, and the United Arab
Emirates (UAE). East Imperial continued to add new products to the
range with Thai Dry Ginger Ale, Yuzu Tonic, and Grapefruit
Tonic.
2018 also saw East Imperial recognised by Drinks International
Global Survey as 2nd Top Trending Tonic (behind the much-older
Fever-Tree). In 2019, East Imperial continued the expansion of the
range, with the release of two notable collaborations; Grapefruit
Soda, with US-based bartender Jim Meehan, a direct response to the
growth of premium tequila in the North American market and the need
for a premium mixer to complement, and Royal Botanic Tonic, a
partnership with The Royal Botanic Gardens, Kew, UK. Kew played an
important role in the story of quinine, transporting cinchona tree
seedlings from South America to India. This use of this vital
medicinal plant eventually led to the world's most popular
cocktail, the G&T. This is an important partnership for the
brand as it underlines key brand attributes of authenticity and
tradition and sustainability.
2020 also allowed East Imperial to focus more attention on new
product development. Both Yuzu Lemonade and Kima Kola were
soft-launched in New Zealand during COVID-19 and are now earmarked
for a wider APAC and US launch later in 2021 and early 2022. These
two are important strategic additions to the East Imperial range,
allowing the brand to take complete coverage in on-trade accounts.
The Directors and Proposed Directors believe that the East Imperial
Group is well set-up and positioned to ensure growth in a
multi-channel environment; on-trade, off-trade, and direct to
consumer.
Notice of General Meeting
Notice is hereby given that a General Meeting (the "Meeting") of
Bermele Plc (the "Company") will be held at the offices of
Shakespeare Martineau LLP at 6th Floor, 60 Gracechurch Street,
London, EC3V 0HR on 16 July 2021 at 10.00 a.m.
The Notice of General Meeting and details of the matters to be
considered at the meeting, which includes, inter alia, shareholder
approval for the issue of shares in connection with the proposed
acquisition of East Imperial and the Placing, is contained within
the prospectus available on the Company's website.
Given the current COVID-19 pandemic and the associated UK
Government's restrictions on public gatherings, we are asking
shareholders not to attend the General Meeting venue in person, but
instead to participate in the meeting by submitting their proxy
electronically as soon as possible, but in any event so as to be
submitted not less than 48 hours before the time appointed for the
General Meeting. Shareholders that do attempt to attend the venue
for the General Meeting will not be permitted entry. All
shareholders are urged to appoint the Chairman of the meeting as
their proxy, with voting instructions.
Proposed Timetable of Key Events
The Proposed Timetable of Key Events is as follows:
Action Timeframe
Announcement of the Proposals 30 June 2021
----------------------
Publication of this Document 30 June 2021
----------------------
Latest time and date for receipt of Forms of Proxy for 10.00 a.m. on 14 July
the General Meeting 2021
----------------------
Time and date of General Meeting 10.00 a.m. on 16 July
2021
----------------------
Result of the General Meeting announced through RIS 16 July 2021
----------------------
Record date for the Share Consolidation 16 July 2021
----------------------
Re-Admission of Enlarged Share Capital effective and commencement 8.00 a.m. on 19 July
of dealing 2021
----------------------
Expected date for CREST accounts to be credited 19 July 2021
----------------------
Change of name effective 16 July 2021, or as
soon as practicable
thereafter
----------------------
Despatch of definitive certificates (where applicable) 2 August 2021
expected by no later than
----------------------
Capitalised terms not otherwise defined in this announcement
have the same meaning ascribed to them in the Prospectus.
Enquiries:
Bermele Plc
Toby Hayward +44 (0) 20 3475 9760
Optiva Securities Limited
Robert Emmet +44 (0) 20 3981 4173
MHP Communications (for
East Imperial) +44 (0) 770 932 6261
Peter Hewer +44 (0) 7585 301 464
Rachel Mann eastimperial@mhpc.com
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END
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June 30, 2021 05:23 ET (09:23 GMT)
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