REG - Lakes Distillery Co. - Scheme becomes Effective

Rothschild & Co SCAAnnouncement

18/06/2024 11:00

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RNS Number : 8759S  Lakes Distillery Company PLC (The)  18 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.

18 June 2024

RECOMMENDED CASH OFFER

for

THE LAKES DISTILLERY COMPANY PLC

by

NYETIMBER WINES AND SPIRITS GROUP LIMITED

 

Scheme becomes Effective

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).

The boards of Nyetimber and The Lakes are pleased to announce that, further to
the announcement on 12 June 2024 that the High Court of Justice in England and
Wales had sanctioned the Scheme at the Court Hearing held on 11 June 2024, the
Scheme Court Order (together with a copy of the Scheme and all documents
required to be annexed thereto, if any) has been delivered to the Registrar of
Companies today and accordingly the Scheme has now become Effective in
accordance with its terms and The Lakes is now a wholly owned subsidiary of
Nyetimber.

Under the terms of the Scheme, a Scheme Shareholder on the register of members
of The Lakes at the Scheme Record Time, being 6.00 p.m. on 17 June 2024, will
be entitled to receive 116 pence for each Scheme Share held. Settlement of
consideration due to Scheme Shareholders will be effected by no later than 2
July 2024.

As a result of the Scheme becoming Effective, share certificates in respect of
The Lakes shares have ceased to be valid and of value.

Board changes

Additionally, with effect from the Scheme becoming Effective, each of The
Lakes Directors has resigned as a director of The Lakes. Eric Heerema and Hans
Sleeuwenhoek have been appointed as directors of The Lakes with effect from
the Scheme becoming Effective.

Dealing disclosures

The Company is no longer in an "Offer Period" as defined in the Code and
accordingly the dealing disclosure requirements previously notified to
investors no longer apply.

- 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.

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 19 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).

 

 

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