REG - Lakes Distillery Co. - Court Sanction of the Scheme

Rothschild & Co SCAAnnouncement

12/06/2024 08:15

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RNS Number : 0484S  Lakes Distillery Company PLC (The)  12 June 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS ANNOUNCEMENT OR THE ACTION
YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENT FINANCIAL
ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT
OR INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UNITED KINGDOM
OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL
ADVISER.

FOR IMMEDIATE RELEASE.

12 June 2024

RECOMMENDED CASH OFFER

for

THE LAKES DISTILLERY COMPANY PLC

by

NYETIMBER WINES AND SPIRITS GROUP LIMITED

 

Court Sanction of the Scheme

On 2 April 2024, the boards of Nyetimber Wines and Spirits Group Limited
("Nyetimber") and The Lakes Distillery Company plc ("The Lakes") announced
that they had reached agreement on the terms of a recommended cash offer by
Nyetimber for the entire issued and to be issued share capital of The Lakes
(the "Acquisition"). The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme")

The scheme document in respect of the Acquisition (the "Scheme Document") was
published and made available to The Lakes Shareholders on 17 April 2024 and
The Lakes Shareholders approved the Acquisition by the requisite majorities at
the Court Meeting and General Meeting held on Friday 10 May.

Capitalised terms used in this Announcement shall, unless otherwise defined,
have the meanings set out in Part VIII of the Scheme Document (as defined
below).

Scheme Sanction

On 22 May 2024, The Lakes announced that the Court Sanction Hearing to
implement the Scheme had been adjourned.

The boards of directors of The Lakes and Nyetimber are pleased to announce
that, at a hearing on 11 June 2024, the High Court of Justice in England and
Wales made an order sanctioning the Scheme under section 899 of the Companies
Act 2006 (the "Court Order") pursuant to which the Acquisition is being
implemented.

The Scheme remains conditional upon the delivery to the Registrar of Companies
of the Court Order made at the Sanction Hearing to sanction the Scheme.

Next steps and timetable

The Scheme Record Time is expected to be 6.00 p.m. on 17 June 2024. The Scheme
is expected to become effective on 18 June 2024 (the "Effective Date") and a
further announcement will be made at that time.

A revised expected timetable of principal events for the implementation of the
Scheme is set out in the Appendix to this Announcement.

- ENDS -

 

Enquiries:

Nyetimber

 Eric Heerema  c/o Rothschild & Co

The Lakes

 James Pennefather  c/o Georgeson

 David Robinson

Advisers

 Rothschild & Co (Financial adviser to Nyetimber)         Tel: +44 (0) 20 7280 5000
 Jonathan Dale
 Gavin Orde
 Rebecca Corker
 Alex Wheatley
 Soho Communications (Financial PR adviser to Nyetimber)  Tel: +44 (0)20 3950 7822
 James Henderson
 Singer Capital Markets (Financial adviser to The Lakes)  Tel: +44 (0) 20 7496 3000
 Sandy Fraser
 Alex Bond
 Oliver Platts
 Finn Gordon
 Citypress (Financial PR adviser to The Lakes)            Tel: +44 (0) 20 3773 3488
 Martin Currie
 Georgeson (The Lakes Shareholder enquiries)              Tel: +44 (0) 330 229 5931
                                                          lakes@georgeson.com (mailto:lakes@georgeson.com)

Ashurst LLP is acting as legal adviser to Nyetimber and Muckle LLP is acting
as legal adviser to The Lakes in connection with the Acquisition.

Important notices

Singer Capital Markets, which is regulated by the FCA in the United Kingdom,
is acting exclusively as financial adviser to The Lakes and for no-one else in
connection with the Acquisition and will not be responsible to any person
other than The Lakes for providing the protections afforded to its clients nor
for providing advice in relation to the Acquisition or any other matters
referred to in this announcement. Neither Singer Capital Markets nor any of
its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Singer Capital
Markets in connection with the Acquisition, any statement contained herein or
otherwise.

Rothschild & Co, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as financial adviser to Nyetimber and
for no-one else in connection with the Acquisition and will not be responsible
to any person other than Nyetimber for providing the protections afforded to
its clients nor for providing advice in relation to the Acquisition or any
other matters referred to in this announcement. Neither Rothschild & Co
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Rothschild & Co in connection with the Acquisition, any statement
contained herein or otherwise.

The Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document), which contains the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Any vote in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in this announcement (or, if
the Acquisition is implemented by way of a Takeover Offer, the Offer
Document).

This announcement has been prepared in accordance with the Code. The
statements contained in this announcement are not to be construed as legal,
business, financial or tax advice. If you are in any doubt about the content
of this announcement, you should consult your own legal, financial or tax
adviser for legal, business, financial or tax advice.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set out in this announcement since such
date.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror before the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree or of any securities exchange
offeror. A Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree and (ii) any
securities exchange offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time)
on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree or a securities exchange offeror, they will be deemed
to be a single person for the purpose of Rule 8.3. Opening Position
Disclosures must also be made by the offeree and by any offeror and Dealing
Disclosures must also be made by the offeree, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and the offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Takeover Code dispensation

The Panel has granted a dispensation from the requirements in Note 3 on Rule 8
of the Takeover Code that disclosures made under Rule 8 of the Takeover Code
must be made via an RIS. Therefore, any Dealing Disclosures required under
Rule 8 of the Takeover Code may be made to The Lakes by email to
investors@lakesdistillery.com (mailto:investors@lakesdistillery.com) and will
be published on The Lakes' website at
https://lakesdistillery.com/proposed-acquisition
(https://lakesdistillery.com/proposed-acquisition) . A copy must also be sent
to the Panel's Market Surveillance Unit by email (monitoring@disclosure.org.uk
(mailto:monitoring@disclosure.org.uk) ).

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown in the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement, and the
information incorporated by reference herein, will be available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdiction, free of charge on The Lakes' website at
https://lakesdistillery.com/pages/proposed-acquisition
(https://lakesdistillery.com/pages/proposed-acquisition) as soon as possible
and in any event by no later than 12.00 noon (London time) on 13 June 2024.
For the avoidance of doubt, neither the content of any website referred to in
this announcement nor the content of any website accessible from hyperlinks,
is incorporated into, or forms part of, this document.

Times

All references to time are to the time in London, England (unless specified
otherwise).

 

Appendix

Expected Timetable of Principal Events

 

 Scheme Record Time                                       6.00 p.m. on 17 June 2024
 Effective Date of Scheme                                 18 June 2024((1))
 Latest date for despatch of cheques for Scheme payments  By no later than 14 calendar days after the Scheme Effective Date
 Long Stop Date                                           31 August 2024((2))

Notes:

1.         These dates and times are indicative only and will depend,
among other things, on the date upon which the Scheme Court Order sanctioning
the Scheme is delivered to the Registrar of Companies.

2.         This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date as
may be agreed in writing by The Lakes and Nyetimber (with the Panel's consent
and as the Court may approve (if required)).

All references in this Announcement to times are to London time unless
otherwise stated.

If any of the above expected dates change, The Lakes will give notice of the
change by issuing an announcement on its website at
https://lakesdistillery.com/proposed-acquisition
(https://lakesdistillery.com/proposed-acquisition) .

 

 

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