28th December 2022
Love Hemp Group plc
("Love Hemp", the "Group", or the "Company")
Issue of new equity
Love Hemp Group plc (AQSE: LIFE) (OTCQB: WRHLF), the brand-led consumer goods company focused on CBD health and wellness solutions provides an update on the issue of new equity as part of its recent refinancing activities.
On 22 December 2022, a total of 160,136,800 new ordinary shares of £0.01 each in the Company ("New Shares") were issued to various parties at a price of £0.01 per share in satisfaction of debts and accrued fees owing to them by the Company representing 11.8% of the enlarged issued share capital of the Company. This debt for equity swap has resulted in a significant reduction in the Company's debt, equating to £1,601,368.
The parties who have agreed to the debt for equity swap include certain directors, management, ex-management and certain advisors.
The following directors and management have received shares in lieu of fees as set out below owed (the "Issuing Directors"):
Tony Calamita, CEO £250,000 25,000,000 New Shares
Ian Munzberger, Head of Partnerships £252,800 25,280,000 New Shares
Thomas Rowland, Director Love Hemp Ltd £50,000 5,000,000 New Shares
In addition, Andrew Male, who stepped down from the board on 14th December, has agreed to convert £129,847 of debt owed to him by the Company into 12,984,700 New Shares at £0.01 per Share.
At the same time, 258 Marketing Limited, a Company in which Anthony Joshua has an interest, was issued with a total of 26,833,400 New Shares at £0.01 per Share in satisfaction of fees owed as part of the partnership agreement with Mr Joshua for the six month period from 20th September 2022 to 19th March 2023.
Application will be made for the 160,136,800 New Shares issued to the various parties referenced above (including for the avoidance of doubt Mr Male and 258 Marketing Limited) to be admitted to trading on the Access segment of the AQSE Growth Market subject to the suspension of the Company's shares being lifted ("Admission"). The New Shares will rank pari passu with the existing Ordinary Shares in issue.
The issue of the New Shares to the Issuing Directors and Andrew Male (the "Related Parties") each constitutes a related party transaction under Rule 4.6 of the AQSE Growth Market Access Rulebook. The Directors of the Company (excluding the Issuing Directors) consider that, having exercised reasonable care, skill and diligence, the issue of New Shares to the Related Parties, is fair and reasonable as far as the shareholders of the Company are concerned.
In accordance with the provisions of the Disclosure Guidance and Transparency Rules of the FCA, the Company confirms that, following the issue of the New Shares, its issued share capital will comprise 1,359,331,911 ordinary shares of £0.01 each ("Ordinary Shares"). All Ordinary Shares shall have equal voting rights and none of the Ordinary Shares are held in treasury. The total number of voting rights in the Company immediately following Admission will therefore be 1,359,331,911
Tony Calamita, Group CEO comments:
"We are delighted to be able to reduce the levels of current liabilities of the Company with this significant reduction in debt converted to equity. It also demonstrates a continued strong level of confidence from those people close to the Company in the value opportunity that we believe exists with the Love Hemp business. "
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
The Directors of Love Hemp Group plc take responsibility for the content of this announcement.
-ENDS-
For further information please visit: www.lovehempgroup.com or contact:
Love Hemp Group +44 (0) 203 968 6643
Tony Calamita, CEO investor.relations@lovehempgroup.com
About Love Hemp Group
Love Hemp Group is a brand-led consumer goods company focussed on health and wellness solutions for consumer use cases including sleep, pain, anxiety, stress and recovery. The Company is a pioneer in the UK-based premium high-quality CBD market, with over 40 products including oils, edibles, sprays, cosmetics and topicals. The Company's range of products are sold online across 70 websites and in over 2,000 stores including some of the biggest retailers in the UK, such as Holland & Barrett, Boots and Ocado. Listed on the Aquis Stock Exchange (AQSE: LIFE) the Company recently changed its name to Love Hemp Group plc, from World High Life, to better reflect its focus on supporting the "best in class" CBD brand as it embarks on a wider expansion of its core business and offering.
Market Abuse Regulation (MAR) Disclosure
This 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.
The notifications below are made in accordance with the requirements of the EU Market Abuse Regulation, requiring notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||||
| a)
| Name
| (1) Tony Calamita (2) Ian Munzberger (3) Thomas Rowland
| |||||
| 2
| Reason for the notification Issue of Equity | ||||||
| a)
| Position/status
| (1) CEO (2) Head of Partnerships (3) Director of Love Hemp Ltd
| |||||
| b)
| Initial notification /Amendment | Initial notification | |||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||||
| a)
| Name
| Love Hemp Group Plc | |||||
| b)
| LEI
| 213800ERYVHIGFSPMM75 | |||||
| 4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||||
| a)
| Description of the financial instrument, type of instrument | Ordinary shares of £0.01 each ("Shares")
| |||||
| | | ||||||
| Identification code | ISIN Code:
GB00BMDY1P48 | ||||||
| | | ||||||
| b)
| Nature of the transaction
| Issue of equity
| |||||
| c)
| Price(s) and volume(s) | | | | | ||
| | | Price(s) | Volume(s) | | |||
| | | | | | |||
| | | 1) £0.01 | 25,000,000 Shares
| | |||
| | | 2) £0.01
| 25,280,000 Shares | | |||
| | | 3) £0.01 | 5,000,000 Shares
| | |||
| | |
| |||||
| | | | | | |||
| d)
| Aggregated information | | |||||
| | | ||||||
| - Aggregated volume | 55,280,000 Shares | ||||||
| | | ||||||
| - Price | £0.01 | ||||||
| | | ||||||
| e)
| Date(s) of the transaction
| 22nd December 2022 | |||||
| f)
| Place of the transaction
| Outside of a trading venue | |||||
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