REG - CVI U.K. Ltd - Offer Update - Offers for Hambledon Vineyard Plc

ComputershareAnnouncement

08/11/2023 09:00

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RNS Number : 7083S  CVI U.K. Ltd  08 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

08 November 2023

RECOMMENDED CASH OFFERS

FOR

HAMBLEDON VINEYARD PLC

BY

CVI U.K. Ltd

a newly incorporated entity owned directly by (i) Berry Bros. & Rudd
Limited and (ii) Atlantis Wine Holdings Limited, a member of the Symington
Group, as members of a consortium

Offers Declared Unconditional

·           The Offeror has received valid acceptances of the Offers
in respect of a total of 9,522,010 Ordinary Shares, representing approximately
90.6 per cent. of existing issued Ordinary Share capital, and 1,754,092 B
Ordinary Shares, representing approximately 93.3 per cent. of existing issued
B Ordinary Share capital

·           The Ordinary Share Acceptance Condition and the B Share
Acceptance Condition have been satisfied, as have all other Conditions, and
the Offers have now become unconditional.  Settlement of consideration in
respect of valid acceptances received by the date on which the Offers were
declared unconditional (being 07 November 2023) will be made within 14 days of
such date

·           The Offers will remain open for acceptance until further
notice (with 14 days' notice being given in advance of final closure of the
Offer). Settlement of consideration in respect of valid acceptances received
while the Offers remain open for acceptances will be made within 14 days of
receipt of each such acceptance

·          Hambledon Shareholders who have not yet accepted the
respective Offers are urged to do so as soon as possible as the Offeror will
be exercising its rights pursuant to the provisions of sections 974 to 991 of
the Companies Act 2006 to acquire compulsorily the Ordinary Shares and the B
Ordinary Shares in respect of which acceptances have not been received, with
such process taking six weeks from the date notice is given

Introduction

On 5 October 2023, CVI U.K. Ltd (the "Offeror") made recommended cash offers
(the "Offers") for the entire issued and to be issued Ordinary Share and B
Ordinary Share capital of Hambledon Vineyard plc ("Hambledon"). The full terms
and conditions of the Offers and the procedures for acceptance were set out in
the offer document published by the Offeror on 5 October 2023 (the "Offer
Document").

Acceptance level update

In accordance with Rule 17 of the Code, the Offeror is pleased to announce
that, as at 5.00 p.m. on 07 November 2023, the Offeror had received valid
acceptances ("Valid Acceptances") of:

·     the Ordinary Share Offer, in respect of a total of
9,522,010 Ordinary Shares, representing approximately 90.6 per cent. of
Hambledon's entire existing issued Ordinary Share capital; and

·     the B Share Offer, in respect of a total of 1,754,092 B Ordinary
Shares, representing approximately 93.3 per cent. of Hambledon's entire
existing issued B Ordinary Share capital.

As set out in the Offer Document and updated in the announcement dated 11
October 2023, the Offeror had received irrevocable undertakings from certain
Hambledon Shareholders (which comprise those from Ian Kellett and Anna
Krits-Kellett and their related parties) to accept, or procure the acceptance
of the Offers in respect of their entire beneficial holding of Hambledon
Shares as follows:

·      in respect to the Ordinary Share Offer, 6,354,678 Ordinary
Shares, representing approximately 60.5 per cent. of the Ordinary Shares in
issue as at the Last Practicable Date; and

·     in respect to the B Share Offer, 205,875 B Ordinary Shares,
representing approximately 11.0 per cent. of the B Ordinary Shares in issue as
at the Last Practicable Date.

Valid acceptances (all of which are included in the total of valid acceptances
referred to above) have been received in respect of all of the Hambledon
Shares represented by these undertakings.

Accordingly, as at 5.00 p.m. (London time) on 07 November 2023, the Offeror
may count:

·    9,522,010 Ordinary Shares (representing 90.6 per cent. of the
existing issued Ordinary Share capital of Hambledon) towards the satisfaction
of the Ordinary Share Offer Acceptance Condition; and

·   1,754,092 B Ordinary Shares (representing 93.3 per cent. of the existing
issued B Ordinary Share capital of Hambledon) towards the satisfaction of the
B Share Offer Acceptance Condition.

The percentages of Ordinary Shares and B Ordinary Shares referred to in this
announcement are based on figures of 10,506,028 Ordinary Shares and 1,879,722
B Ordinary Shares in issue, in accordance with information made available by
Hambledon to the Offeror as at the date of this announcement.

Offers unconditional

The Offeror is pleased to announce that the Ordinary Share Offer Acceptance
Condition and the B Share Offer Acceptance Condition have been satisfied.
Furthermore, the Offeror confirms that all other conditions as set out in Part
A of the Appendix I in the Offer Document have now been satisfied or, where
applicable, waived.

Accordingly, the Offers have now become unconditional.

Offers to remain open

The Offers will remain open for acceptances until further notice. At least 14
days' notice will be given by an announcement before either Offer is closed.

Hambledon Shareholders who wish to accept the Offers and who have not already
done so are urged to complete, sign and return their Forms of Acceptance in
accordance with the instructions set out in paragraph 13(a) of Part II of the
Offer Document and in the Form of Acceptance and return it together with the
share certificate(s) and/or other documents of title as soon as possible and,
in any event, so as to be received by post or (during normal business hours
only) by hand to Computershare Investor Services PLC at The Pavilions,
Bridgewater Road, Bristol BS99 6AH, by no later than 1.00 p.m. (London time)
on 4 December 2023.

Loss or non-availability of Hambledon share certificates

If your share certificate(s) and/or other document(s) of title is/are not
readily available or is/are lost, the Form of Acceptance should nevertheless
be completed, signed and witnessed (in the case of an individual) and returned
as stated above so as to arrive by not later than 1.00 p.m. on 4 December
2023. You should send with your Form of Acceptance, any share certificate(s)
and/or other documents(s) of title that you have available, accompanied by a
letter stating that the remaining documents will follow or that you have lost
one or more of your share certificate(s) and/or other document(s) of title.
You should then arrange for the certificates(s) and/or other document(s) of
title to be forwarded as soon as possible thereafter. No acknowledgement of
receipt of document(s) will be given by or on behalf of the Offeror.

If you have lost your share certificate(s) and/or other document(s) of title,
you should write as soon as possible to Christian Vale at Irwin Mitchell LLP,
The Pinnacle, Station Way, Crawley RH10 1JH
(christian.vale@irwinmitchell.com), for a letter of indemnity for lost share
certificate(s) and/or other document(s) of title which, when completed in
accordance with the instructions given, should be returned to the Receiving
Agents as set out above.

Availability of the Offer Document

The Offer Document is available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on the Offeror's website at
www.cvi-ltd.co.uk while the Offers remain open for acceptance. Hard copies of
the Offer Document and the Form of Acceptance may be obtained by contacting
Computershare by telephoning 0370 707 4040 or, if calling from outside the
United Kingdom +44 370 707 4040 or by writing to Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6AH, stating the
name and address to which the hard copy version(s) should be sent. Calls are
charged at the standard geographic rate and will vary by provider. Calls
outside the UK will be charged at the applicable international rate. Different
charges may apply to calls from mobile telephones. The helpline is open
between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding
public holidays in England and Wales). Please note that Computershare cannot
provide advice on the merits of the Offers nor give any financial, legal or
tax advice and calls may be recorded and monitored for security and training
purposes. Additional Forms of Acceptance are available from Computershare upon
request.

Interests in relevant securities

So far as the Offeror is aware, none of the above-mentioned Valid Acceptances
have been received from persons acting in concert with the Offeror.

As at the date of this announcement, the Offeror holds no Hambledon Shares.

Save as disclosed in this announcement, as at the close of business on 07
November 2023, being the last Business Day prior to the date of this
announcement, neither the Offeror nor any Offeror Director, nor so far as the
Offeror Directors are aware any other person acting, or deemed to be acting,
in concert (within the meaning of the Code) with the Offeror:

(a)        has an interest in, or right to subscribe for, any relevant securities of Hambledon;
(b)        has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of relevant securities of Hambledon;
(c)        has procured an irrevocable commitment or letter of intent to accept the Offers in respect of relevant securities of Hambledon; or
(d)        has borrowed or lent any relevant securities of Hambledon.

In this paragraph, "relevant securities of Hambledon'' means Hambledon Shares
and securities convertible into, or rights to subscribe for, options in
respect thereof and derivatives referenced thereto.

Compulsory acquisition

As valid acceptances have been received by the Offeror under the Offers in
respect of:

·      more than 90 per cent. of the Ordinary Shares to which the
Ordinary Share Offer relates; and

·      more than 90 per cent. of the B Ordinary Shares to which the B
Share Offer relates.

the Offeror confirms that it intends to exercise its rights pursuant to the
provisions of sections 974 to 991 of the Companies Act 2006 to acquire
compulsorily the Ordinary Shares and the B Ordinary Shares in respect of which
acceptances have not been received (such squeeze out rights to be applied
separately to each class of Hambledon Share).  A further announcement will be
made in due course.

General

If a holder of Hambledon Shares is in any doubt about the Offers and/or any
action he/she should take, he/she is recommended to seek his/her own personal
financial advice immediately from an independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as amended) who
specialises in advising upon investment in shares and other securities if
he/she is resident in the United Kingdom or, if not in the United Kingdom,
from another appropriately authorised financial adviser.

Unless the context requires otherwise, words and expressions defined in the
Offer Document shall have the same meanings in this announcement.

The person responsible for arranging the release of this announcement on
behalf of the Offeror is Emily Rae, a director of the Offeror.

ENQUIRIES

Offeror

Elizabeth Rudd, Director            Tel: + 44 (0) 20 3301 1523

Rupert Symington, Director        Tel: + 351 223 776 313

KPMG LLP (financial adviser to the Offeror)

Helen Roxburgh                        Tel: + 44 (0) 20
7311 1000

Zoë Nateras

Kinmont (financial adviser to Hambledon Vineyard plc)

Mat Thackery                            Tel: + 44
(0) 20 7087 9100

 

Important notices

This announcement is for information purposes only. It does not constitute an
offer or form part of an offer or an invitation to purchase, subscribe for,
sell or issue any securities or a solicitation to purchase, subscribe for,
sell or issue any securities pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful. This
announcement does not comprise a prospectus or prospectus equivalent document.
The Offers are being made solely by means of the Offer Document and the Form
of Acceptance, which contains the full terms and conditions of the Offers,
including details of how the Offers may be accepted.

Financial advisers

KPMG LLP ("KPMG"), which, in the United Kingdom, is authorised and regulated
by the Financial Conduct Authority (the "FCA"), is acting exclusively as
financial adviser to the Offeror and no one else in connection with the Offers
and will not be responsible to anyone other than the Offeror for providing the
protections afforded to clients of KPMG nor for providing advice in relation
to the Offers or any other matter or arrangement referred to in this
announcement. Neither KPMG nor any of its affiliates, respective directors,
officers, employees and agents 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 KPMG in
connection with the matters referred to in this announcement, or otherwise.

Kinmont Limited ("Kinmont"), which, in the United Kingdom, is authorised and
regulated by the FCA, is acting exclusively for the Company and no one else in
connection with the Offers and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of Kinmont nor
for providing advice in relation to the Offers or any other matter or
arrangement referred to in this announcement.

Overseas shareholders

This announcement has been prepared for the purposes of complying with English
law and the Code, and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction outside England.

The distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of the Offers to Hambledon Shareholders who are
not resident in and citizens of the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons
involved in the Offers disclaim any responsibility or liability for the
violation of such restrictions by any person.

Unless otherwise determined by the Offeror and permitted by applicable law and
regulation, the Offers will not be made, directly or indirectly, in or into,
or by the use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce, or any facility of a national securities exchange, of a Restricted
Jurisdiction (including the United States, Canada, Australia or Japan) and the
Offers will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from a Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it in or into
or from a Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offers. The availability of the Offers to persons who are
not resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions.

Further information for Overseas Shareholders is set out in paragraph 7 of
Part C of Appendix I of the Offer Document. Any person (including, without
limitation, any agent, custodian, nominee or trustee) who would, or otherwise
intends to, or who may have a contractual or legal obligation to forward this
announcement, the Offer Document together with the accompanying Form of
Acceptance, to any jurisdiction outside the United Kingdom should read that
paragraph.

Notice to US holders of Hambledon Shares

Neither the United States Securities and Exchange Commission nor any other US
federal or state securities commission or regulatory authority has reviewed,
approved or disapproved this announcement, any of the proposals described in
this announcement or passed an opinion on the accuracy or the adequacy of this
announcement.  Any representation to the contrary is a criminal offence in
the United States.

It may be difficult for US Hambledon Shareholders to enforce their rights and
claims arising out of the US federal securities laws, since the Offeror and
Hambledon are located in countries other than the United States, and some or
all of their officers and directors may be residents of countries other than
the United States.  US Hambledon Shareholders may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgment.

In accordance with normal UK practice and pursuant to Rule 14e-15(b) of the US
Exchange Act, the Offeror, certain affiliated companies and the nominees and
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase shares in Hambledon outside of the US, other than pursuant to the
Offers, during the period in which the Offers remain open for acceptance. If
such purchases or arrangements to purchase were to be made they would occur
either in the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US Exchange
Act.

Electronic communication

Hambledon Shareholders should note that addresses, electronic addresses and
certain other information provided by them and other relevant persons for the
receipt of communications from Hambledon may be provided to the Offeror during
the Offer Period as required under section 4 of appendix 4 to the Code to
comply with Rule 2.11(c) of the Code.

Publication on websites and availability of hard copy documents

Save in respect of the announcement made pursuant to Rule 2.7 of the Code
which commenced the Offer Period and any announcement to close the Offer
Period, the Panel has granted a dispensation from the requirements under the
Code that announcements must be published via a Regulatory Information
Service. Hambledon and the Offeror are instead required to publish all
announcements on their respective websites at www.hambledonvineyard.co.uk and
www.cvi-ltd.co.uk. No announcements will be sent in hard copy form to
Hambledon Shareholders.

A copy of this announcement is available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, at the
Offeror's and Hambledon's websites at https://www.cvi-ltd.co.uk/
(https://www.cvi-ltd.co.uk/) and https://hambledonvineyard.co.uk/
(https://hambledonvineyard.co.uk/) respectively until the end of the Offer
Period (or, if later, the end of any competition reference period).

For the avoidance of doubt, the content of the websites referred to above is
not incorporated into and does not form part of this announcement.

Copies of this announcement and all future documents, announcements and
information required to be sent to persons in relation to the Offers may be
requested to be received by such persons in hard copy form by contacting
Rebecca Coleman at Kinmont on telephone number + 44 (0)20 7087 9100 between
9.00 a.m. and 5.00 p.m., Monday to Friday (excluding public holidays) or in
writing at 5 Clifford Street, London W1S 2LG.

Rounding

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

 

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