REG - Lakes Distillery Co. - Publication of Scheme Document

ComputershareAnnouncement

17/04/2024 14:00

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RNS Number : 0059L  Lakes Distillery Company PLC (The)  17 April 2024

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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.

17 April 2024

RECOMMENDED CASH OFFER

for

THE LAKES DISTILLERY COMPANY PLC

by

NYETIMBER WINES AND SPIRITS GROUP LIMITED

TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE
COMPANIES ACT 2006

Publication of Scheme Document

On 2 April 2024, the board of directors of Nyetimber Wines and Spirits Group
Limited ("Nyetimber") and the board of directors of 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 board of The Lakes is now providing the following update on the
Acquisition, which will be implemented by means of a Court-sanctioned scheme
of arrangement between The Lakes and relevant The Lakes shareholders under
Part 26 of the Companies Act 2006 (the "Scheme").

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).

Publication and posting of the Scheme Document

The board of The Lakes is pleased to announce that it has today published a
circular in relation to the Scheme (the "Scheme Document"), together with the
Forms of Proxy for The Lakes Court Meeting and The Lakes General Meeting. The
Scheme Document sets out, amongst other things, a letter from the Chairman of
The Lakes, the full terms and conditions of the Scheme, an explanatory
statement pursuant to section 897 of the Companies Act 2006, an expected
timetable of principal events, notices of The Lakes Court Meeting and The
Lakes General Meeting and details of the actions to be taken by The Lakes
Shareholders.

Hard copies of the Scheme Document and Forms of Proxy for The Lakes Court
Meeting and The Lakes General Meeting are being posted today to The Lakes
Shareholders and, for information only, to persons with information rights.
The Lakes will also be sending separate communications to holders of options
under the relevant The Lakes Share Schemes and holders of The Lakes
Convertible Loan Notes. Copies of the Scheme Document, Forms of Proxy and the
proposals being made to the holders of options under the relevant The Lakes
Share Schemes under Rule 15 of the Takeover Code will also be made available
on The Lakes' website at https://lakesdistillery.com/proposed-acquisition
(https://lakesdistillery.com/proposed-acquisition) promptly following the
publication of this Announcement.

Notices of The Lakes Court Meeting and The Lakes General Meeting

As further detailed in the Scheme Document, to become Effective, the Scheme
requires, among other things, that the requisite majority of Scheme
Shareholders vote in favour of the Scheme at The Lakes Court Meeting (or any
adjournment of The Lakes Court Meeting) and that the requisite majority of The
Lakes Shareholders vote in favour of the Resolutions to be proposed at The
Lakes General Meeting. The Scheme must also be sanctioned by the Court.

Notices convening The Lakes Court Meeting and The Lakes General Meeting, each
of which will be held at The Victoria Suite, Royal Station Hotel, Neville
Street, Newcastle upon Tyne, NE1 5DH, are set out in the Scheme Document. The
Lakes Court meeting will start at 11.00 a.m. and The Lakes General Meeting
11.15 a.m. on 10 May 2024 (London Time) (or as soon as reasonably practicable
thereafter as The Lakes Court Meeting shall have been concluded or adjourned).
Forms of Proxy for use at such meetings will be posted to all The Lakes
Shareholders. Any changes to the arrangements for The Lakes Court Meeting and
The Lakes General Meeting will be communicated to Scheme Shareholders and The
Lakes Shareholders before the relevant meeting through The Lakes' website at
https://lakesdistillery.com/proposed-acquisition
(https://lakesdistillery.com/proposed-acquisition) .

The Lakes Shareholders are strongly encouraged to appoint the Chairman of the
relevant Meeting as their proxy.

It is important that, for The Lakes Court Meeting in particular, as many votes
as possible are cast so that the Court may be satisfied that there is a fair
representation of the opinion of Scheme Shareholders. Scheme Shareholders are
therefore strongly urged to complete and return their Forms of Proxy as soon
as possible. Doing so will not prevent you from attending, speaking and voting
in person at the Meetings if you wish and are entitled to do so.

The Lakes Shareholders should read the Scheme Document in its entirety before
making a decision in respect of the Scheme.

Recommendation

The Lakes Directors, who have been so advised by Singer Capital Markets as to
the financial terms of the Acquisition, consider the terms of the Acquisition
to be fair and reasonable. In providing its 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 for the purposes of Rule 3 of the Takeover Code.

Accordingly, The Lakes Directors unanimously recommend that The Lakes
Shareholders vote in favour of the Scheme at The Lakes Court Meeting and the
Resolutions relating to the Acquisition at The Lakes General Meeting (or, in
the event that the Acquisition is implemented by way of a Takeover Offer, to
accept or procure acceptance of such Takeover Offer).

Irrevocable undertakings

In total, Nyetimber has received irrevocable undertakings to vote in favour of
the Scheme at The Lakes Court Meeting and the Resolutions relating to the
Acquisition at The Lakes General Meeting from certain The Lakes Directors and
certain other The Lakes Shareholders in respect of 27.8 per cent. of The Lakes
Shares in aggregate as at the Latest Practicable Date. Further details of
these irrevocable undertakings are set out in paragraph 7 of Part VII of the
Scheme Document.

Timetable

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix to this
Announcement. The Scheme remains conditional on the approval of Scheme
Shareholders at The Lakes Court Meeting and of The Lakes Shareholders of the
Resolutions to be proposed at The Lakes General Meeting and to the
satisfaction or waiver of the other Conditions set out in the Scheme Document.
The Scheme is expected to become Effective two Business Days after the Court
Hearing. Any update to the expected timetable will be announced by The Lakes
through The Lakes' website at https://lakesdistillery.com/proposed-acquisition
(https://lakesdistillery.com/proposed-acquisition)

Shareholder helpline in relation to the Acquisition

If you have any questions in relation to the Acquisition please contact
Georgeson, a trading name of Computershare Investor Services PLC, on +44 (0)
330 229 5931 between the hours of 9.00 a.m. and 5.00 p.m. Monday to Friday.

Please note, that for legal reasons, Georgeson will only be able to provide
you with information contained in this Announcement and will be unable to give
advice on the merits of the Acquisition or to provide legal, financial or
taxation advice on the contents of this Announcement or the Acquisition

Separately from the helpline operated by Georgeson, if you have questions
about your shareholding in The Lakes or whether or not you are permitted to
vote at the Meetings, please contact The Lakes' Registrars, Link Group,
Central Square, 29 Wellington Street, Leeds LS1 4DL or by calling Link Group
on 0371 664 0321. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 a.m. until
5.30 p.m., Monday to Friday excluding public holidays in England and Wales.
Please note that Link Group cannot provide any financial, legal or tax advice
and calls may be recorded and monitored for security and training purposes.

 

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
 George Hudson
 Katrina Hadsley-Chaplin
 James Chapman
 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.

No profit forecasts or estimates

Nothing in this announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of The Lakes for any period and,
in particular, no statement in this announcement should be interpreted to mean
that earnings or earnings per share for The Lakes or any member of The Lakes
Group, as appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for The Lakes.

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.

Dispensation

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

Forward-looking statements

This announcement (including any information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Nyetimber and/or The Lakes may contain certain
forward looking statements with respect to the financial condition, results of
operations and business of Nyetimber and/or The Lakes and certain plans and
objectives of Nyetimber and/or The Lakes with respect thereto. These
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often
use words such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning. These
statements are based on assumptions and assessments made by Nyetimber and/or
The Lakes in the light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
will occur in the future and the factors described in the context of such
forward-looking statements in this announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no assurance can
be given that such expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this announcement. Neither
Nyetimber nor The Lakes assumes any obligation to update or correct the
information contained in this announcement (whether as a result of new
information, future events or otherwise), except as required by applicable
law.

There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or dispositions.

No representations

No person within Nyetimber or The Lakes, and no adviser, dealer, salesperson
or other person is authorised to give any information or to make any
representations with respect to the Acquisition other than such information or
representations contained in this announcement and, if given or made, such
information or representations must not be relied upon as having been
authorised by either Nyetimber or The Lakes.

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.

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 of jurisdictions outside the United Kingdom.

The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves about, and observe, such restrictions
or applicable requirements. Failure to comply with any such restrictions or
applicable requirements may constitute a violation of the securities laws of
any such jurisdiction.

Neither this announcement nor the accompanying documents constitute, or form
part of, any offer to sell or issue or an invitation to purchase or subscribe
for any securities or the solicitation of an offer to buy any securities
pursuant to these documents or otherwise in any jurisdiction in which such
offer, invitation or solicitation is unlawful.

The Acquisition is not being 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 by any facility of a national, state or other securities
exchange, of a Restricted Jurisdiction and no person may vote, or procure the
vote, in favour of (or against) the Acquisition by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, copies of this announcement and any related documents are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction. Persons
receiving such documents (including, without limitation, custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send them in,
into or from a Restricted Jurisdiction. Further details concerning Overseas
Shareholders are contained in paragraph 14 of Part II (Explanatory Statement)
of this announcement.

The Lakes Shareholders who are in any doubt regarding such matters should
consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by The Lakes Shareholders and other relevant persons for the receipt
of communications from The Lakes may be provided to Nyetimber during the Offer
Period as requested under section 4 of Appendix 4 to the Code.

Availability of hard copies/helpline

If you have received this announcement in electronic form or via a website
notification, you may request a hard copy of this announcement and/or any
information incorporated into this announcement by reference to another source
by contacting Finn Gordon at Singer Capital Markets on telephone number +44 20
7496 3000 between 9.00 a.m. and 5.00 p.m., Monday to Friday (excluding public
holidays) or in writing at Project.Fortify@singercm.com
(mailto:project.fortify@singercm.com) . Different charges may apply to calls
from mobile telephones and calls may be recorded and randomly monitored for
security and training purposes. Calls are charged at the standard geographical
rate and will vary by provider. Calls from outside the United Kingdom will be
charged at the applicable international rate.

You may also request that all future documents, announcements and information
to be sent to you in relation to the Scheme should be in hard copy form. You
will not receive copies of this announcement or any document or information
incorporated by reference into this document unless such a request is made.

The helpline is available to answer questions regarding this announcement, the
Meetings or the completion and return of the Forms of Proxy. However, it
cannot provide advice on the merits of the Acquisition nor give any financial,
legal or tax advice.

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 18 April 2024
until the end of the Offer Period. 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

 

 Publication of this announcement                                            17 April 2024
 Latest time for lodging BLUE Forms of Proxy for The Lakes Court Meeting     11.00 a.m. on 8 May 2024((1))
 Latest time for lodging WHITE Forms of Proxy for The Lakes General Meeting  11.15 a.m. on 8 May 2024((2))
 Voting Record Time                                                          6.30 p.m. on 8 May 2024((3))
 The Lakes Court Meeting                                                     11.00 a.m. on 10 May 2024
 The Lakes General Meeting                                                   11.15 a.m. on 10 May 2024((4))
 Court Hearing                                                               21 May 2024

 

 Scheme Record Time                                       6.00 p.m. on 22 May 2024
 Effective Date of Scheme                                 23 May 2024((5))
 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((6))

 

Notes:

1.         It is requested that BLUE Forms of Proxy for The Lakes
Court Meeting be lodged by 11.00 a.m. on 8 May 2024 or, if The Lakes Court
Meeting is adjourned, not later than 48 hours before the time appointed for
The Lakes Court Meeting (excluding any part of such 48 hour period falling on
a non-working day). BLUE Forms of Proxy not so lodged may be handed to the
Chairman of The Lakes Court Meeting or to the Registrars (on behalf of the
Chairman of The Lakes Court Meeting) before the start of the meeting and will
still be valid.

2.         WHITE Forms of Proxy for The Lakes General Meeting must be
lodged by 11.15 a.m. on 8 May 2024 or, if The Lakes General Meeting is
adjourned, not later than 48 hours before the time appointed for The Lakes
General Meeting (excluding any part of such 48 hour period falling on a
non-working day). WHITE Forms of Proxy not returned by this time will be
invalid.

3.         If either The Lakes Court Meeting or The Lakes General
Meeting is adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.30 p.m. on the day falling two days (excluding non-working
days) before the date of the adjourned meeting.

4.         The Lakes General Meeting will commence at 11.15 a.m. on 10
May 2024 or as soon thereafter as The Lakes Court Meeting shall have concluded
or been adjourned.

5.         These dates and times are indicative only and will depend,
among other things, on the date upon which the (i) the Conditions are
satisfied or (if capable of waiver) waived, (ii) the Court sanctions the
Scheme and (iii) the date on which the Scheme Court Order sanctioning the
Scheme is delivered to the Registrar of Companies.

6.         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) . All Scheme Shareholders
have the right to attend the Court Hearing.

 

 

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