REG - Lakes Distillery Co. - Update re. Adjournment of Court Sanction Hearing

Rothschild & Co SCAAnnouncement

23/05/2024 18:00

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RNS Number : 7271P  Lakes Distillery Company PLC (The)  23 May 2024

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ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

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OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL
ADVISER.

FOR IMMEDIATE RELEASE.

23 May 2024

RECOMMENDED CASH OFFER

for

THE LAKES DISTILLERY COMPANY PLC

by

NYETIMBER WINES AND SPIRITS GROUP LIMITED

 

Update re Adjournment of Court Sanction Hearing

 

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.

On 22 May 2024, the Company reported that the Court Sanction Hearing to
implement the Scheme was adjourned on 21 May 2024. The Scheme remains subject
to sanction by the Court and the satisfaction (or, where applicable, waiver)
of the other Conditions to the Scheme (as set out in Part III of the Scheme
Document).

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).

Background to Adjournment of Court Sanction Hearing and Update on Timings

The Court Sanction Hearing was adjourned to allow further information to be
provided to Scheme Shareholders in the explanatory statement pursuant to
section 897 of the Companies Act 2006.

A further Hearing has been listed for 10:30 a.m. on 5 June 2024 at which the
Company will seek directions from the Court on the next steps. The Company
expects to release a further announcement detailing the future process and
timetable for implementation of the Acquisition shortly following the Hearing
on 5 June 2024.

Reconfirmation of unanimous recommendation regarding the Acquisition

The Lakes Directors, who have been so advised by Singer Capital Markets as to
the financial terms of the Acquisition, continue to consider the terms of the
Acquisition to be fair and reasonable. In providing their advice to The Lakes
Directors, Singer Capital Markets has taken into account the commercial
assessments of The Lakes Directors. Singer Capital Markets is providing
independent financial advice to The Lakes Directors for the purposes of Rule 3
of the Takeover Code.

The Directors recommend that The Lakes shareholders take no action until
further notice.

 

- 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 24 May 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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