Recommended offer for
The Lakes Distillery Company plc

You are viewing the part of this website that is designated for the publication of documents and information in connection with the recommended cash offer by the Offeror for the entire issued and to be issued share capital of The Lakes Distillery Company plc.

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 Telephone 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.  

Disclaimer - Important

PLEASE READ THIS DISCLAIMER CAREFULLY AS IT APPLIES TO ANY PERSON WHO VIEWS THIS SECTION OF THE WEBSITE.

YOU SHOULD READ THIS DISCLAIMER IN FULL EACH TIME YOU VISIT THIS SECTION OF THE WEBSITE.

THIS DISCLAIMER AND THE INFORMATION CONTAINED IN THIS SECTION OF THE WEBSITE MAY BE ALTERED OR UPDATED AT ANY TIME WITHOUT NOTICE.

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER INFORMATION) PUBLISHED BY THE LAKES DISTILLERY COMPANY PLC RELATING TO THE RECOMMENDED ACQUISITION OF THE LAKES DISTILLERY COMPANY PLC (COMPANY) BY NYETIMBER WINES AND SPIRITS GROUP LIMITED (BIDDER) (ACQUISITION). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

ACCEPTANCE UNDER THE ACQUISITION CANNOT BE VALIDLY MADE BY A SHAREHOLDER OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF DOCUMENTS FROM THIS SECTION OF THE WEBSITE.

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT OF THE BIDDER OR THE COMPANY TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE BIDDER OR THE COMPANY REGARDS AS UNDULY ONEROUS.

Access to the Information

You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Acquisition. If you would like to view this part of the website, please read this notice carefully.

For regulatory reasons, we have to ensure that you are aware of the appropriate regulations for the country which you are in. This notice applies to all persons who view this section of the website and depending on where you live, it may affect your rights or responsibilities. To allow you to view the Information you must read the following notices and then press “I agree”. If you are unable to agree, you should click "DISAGREE" and you will not be able to view information about the Acquisition.

This part of the website contains electronic versions of materials relating to the Acquisition. The materials you are seeking to access are made available by the Bidder and the Company in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website represents and warrants to the Bidder and the Company that they are doing so for information purposes only.

The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of, or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Acquisition, or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Further, it does not constitute a recommendation by the Bidder or any other person to sell or buy securities in the Company or any other person. The Acquisition is intended to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (Scheme) and the full terms and conditions of the Scheme are to be set out in the document relating to the Scheme to be published by the Company (Scheme Document).The Bidder reserves the right to effect the Acquisition by means of a contractual offer in certain circumstances, in which case the offer would instead be set out in an offer document published by the Bidder (Offer Document). In deciding whether or not to vote, or procure the vote, in favour of any Scheme (or, if the Acquisition is to be effected by way of a contractual offer, to accept, or procure the acceptance of, such contractual offer), shareholders of the Company should rely only on the information contained, and procedures described, in the Scheme Document (or, if applicable, Offer Document) (in each case, if published).

The Information speaks only at the date of the relevant Information and the Company has, and accepts, no responsibility or duty to update any information (other than to the extent such duty arises as a matter of law or regulation). The Information is subject to change without notice.

If you are in any doubt about the contents of the Information or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

Responsibility

In relation to any Acquisition-related materials accessible on this area of the website please note any statement of responsibility contained therein.

The documents included in this part of the website issued or published by the Bidder or the Company speak only at the specified date of the relevant document and the Bidder or the Company has, and accepts, no responsibility or duty to update or revise such documents.

Neither the directors of the Company or the Bidder nor any of their respective group companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to this website by a third party.

If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Overseas Persons

The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction and the availability of the Acquisition and the distribution of the Information to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any and all applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. If you are in any doubt regarding such matters, you should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

If you are not permitted to view the Information on this website, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this web page. The Company, the Bidder and their respective advisers do not assume any responsibility for any violation by any person of any of these restrictions.

THE DOCUMENTS IN THIS SECTION OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART. IN PARTICULAR, YOU SHOULD NOT DOWNLOAD, FORWARD, TRANSMIT OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED THEREIN WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

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

Notice to US Shareholders

US holders of the Company shares may vote in respect of the resolutions to be proposed at the meetings to be convened in connection with the Scheme. US Holders should note that the Scheme relates to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act, is subject to UK disclosure requirements (which are different from those of the United States) and is proposed to be made by means of a scheme of arrangement provided for under English law.The Acquisition relates to the shares of a company incorporated in England and Wales and is proposed to be effected by means of a scheme of arrangement under Part 26 of the Act that will be governed by the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, the Bidder exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations.

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.

Financial information included in this announcement has been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The receipt of cash pursuant to the Scheme by a US Holder as consideration for the transfer of its Company shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Company shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Scheme applicable to them.

Forward looking statements

Certain statements made in the information relating to the recommended Acquisition may be forward-looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from any expected future results in such forward-looking statements. These forward-looking statements may be identified by words such as "will", "may", "should", "could", "would", "can", "believes", "intends", "expects", "indicates", "anticipates" or similar words or terms or by discussions of, inter alia, strategies, goals or plans. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Bidder's or the Company's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the Bidder's or the Company's business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. These factors include, but are not limited to, 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. Due to such uncertainties, no assurance can be given that any forward-looking statement will prove to be correct in the future.

The forward-looking statements contained in the Information are based on several assumptions and assessments made in light of the relevant party’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. 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 persons reading the Information are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the Information.

All forward-looking statements contained in the Information are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. The Lakes Distillery Company plc expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.

Unless expressly stated otherwise, no statement in the Information is intended to constitute a profit forecast or profit estimate for any period.

Confirmation of understanding and acceptance of disclaimer

• I confirm that I have read and understood the notice set out above and agree to be bound by its terms.
• I confirm that I am permitted to proceed to this section of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this section of the website or parts thereof illegal.
• I agree that I will not print, download, copy, mail, forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person at any time.
• I represent and warrant to The Lakes Distillery Company plc and Nyetimber Wines and Spirits Group Limited that I intend to access this section of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.

Documents