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LARK DISTILLING CO. LTD — Board/Management Information 2019
Oct 3, 2019
65265_rns_2019-10-03_353c5a7f-40d5-44bd-823b-4a7cbbf40b3b.pdf
Board/Management Information
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ASX Announcement: Australian Whisky Holdings Limited (ASX Code AWY)
EXECUTIVE DIRECTORS
4 October 2019
Australian Whisky Holdings Limited ( Company ) ( ASX: AWY ) is pleased to announce Mr Geoff Bainbridge and Mr David Dearie will move into executive director roles, effective immediately. Mr Bainbridge will take the position of Managing Director, while Mr Dearie will take up the position of Executive Chairman.
Following the completion of an intensive four month strategic brand and operational review, the Board, with Mr Dearie and Mr Bainbridge abstaining from discussions, has agreed to appoint Mr Dearie and Mr Bainbridge as Executive Directors.
Mr Dearie and Mr Bainbridge have an appropriate mix of the skills and experience required to lead and manage the Company. They have thoroughly reviewed the business since their appointments as non-executive directors and have gained much hands-on experience in assisting the management and operations teams. In addition, they have consulted with the other Directors, major shareholders and external consultants and there is strong consensus that the Company will benefit from them taking the executive director roles.
“I look forward to working with Geoff and the management team to deliver on the long awaited promise of AWY. The Whisky category remains one of the most exciting in the global alcohol space right now and I believe the plans we are putting in place at AWY will capture the potential of both AWY and Tasmanian Whisky” Mr Dearie said.
“AWY is poised for significant growth, and the opportunity to take a hands on role with the team in delivering this for shareholders is both compelling and exciting. We have recently completed an all of business strategic review, and it is something that we are now formulating into an execution plan for dissemination to Shareholders in the coming months. This plan is designed to put AWY on the path towards long term success as one of Tasmanian’s leading whisky companies. Paramount to our efforts has been the support of the AWY team and for this, the Board and I thank them for their continued dedication and resolve” Mr. Bainbridge said.
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AUSTRALIAN WHISKY HOLDINGS LIMITED 14-16 Davey St, Hobart TASMANIA 7000 ASX AWY ABN 6210 4600 544 W australianwhiskyholdings.com P +61 (3) 6231 9088
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The Board has agreed to restructure Mr Dearie’s and Mr Bainbridge’s remuneration to reflect the changes in their respective job responsibilities. Details of their new remuneration, which will replace their existing non-executive director fee arrangements, are set out in the Attachment to this announcement.
The Board welcomes Mr Dearie and Mr Bainbridge to these new roles and looks forward to them contributing to the success and growth of the Company.
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Melanie Leydin Company Secretary
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AUSTRALIAN WHISKY HOLDINGS LIMITED 14-16 Davey St, Hobart TASMANIA 7000 ASX AWY ABN 6210 4600 544 W australianwhiskyholdings.com P +61 (3) 6231 9088
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ATTACHMENT – SERVICE TERMS FOR EXECUTIVE DIRECTORS
David Dearie – Executive Chairman
Term of contract: No fixed term Remuneration: $150,000 per annum Time commitment: approximately 10 days per month Executive role responsibilities: development of strategy; investor relations; support executive director
In addition to the above, Mr Dearie is proposed to be issued Performance Rights (Rights) with the following terms and conditions:
Number of Rights: 35,400,000
Vesting conditions: The Rights are issued in five tranches, each of which will vest when a target market share price is achieved and service conditions are met, as follows:
| Tranche | no. | Target market share price ($) |
and continuous service to: |
Performance rights to vest |
|---|---|---|---|---|
| Tranche | 1 | 0.045 | 31 December 2020 | 1,500,000 |
| Tranche | 2 | 0.055 | 31 December 2021 | 1,800,000 |
| Tranche | 3 | 0.065 | 31 December 2022 | 2,100,000 |
| Tranche | 4 | 0.075 | 31 December 2022 | 12,000,000 |
| Tranche | 5 | 0.085 | 31 December 2023 | 18,000,000 |
Expiry date: 31 December 2026
The issue of the Rights will be subject to shareholder approval.
Geoff Bainbridge – Managing Director
Term of contract: No fixed term Remuneration: $300,000 per annum Time commitment: 3 days per week
Executive role responsibilities: direct management and oversight of operations; investor relations
In addition to the above, Mr Bainbridge is proposed to be issued Performance Rights (Rights) with the following terms and conditions:
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AUSTRALIAN WHISKY HOLDINGS LIMITED 14-16 Davey St, Hobart TASMANIA 7000 ASX AWY ABN 6210 4600 544 W australianwhiskyholdings.com P +61 (3) 6231 9088
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Number of Rights: 31,800,000
Vesting conditions: The Rights are issued in five tranches, each of which will vest when a target market share price is achieved and service conditions are met, as follows:
| Tranche | no. | Target market share price ($) |
and continuous service to: |
Performance rights to vest |
|---|---|---|---|---|
| Tranche | 1 | 0.045 | 31 December 2020 | 3,000,000 |
| Tranche | 2 | 0.055 | 31 December 2021 | 1,500,000 |
| Tranche | 3 | 0.065 | 31 December 2022 | 1,800,000 |
| Tranche | 4 | 0.075 | 31 December 2022 | 10,500,000 |
| Tranche | 5 | 0.085 | 31 December 2023 | 15,000,000 |
Expiry date: 31 December 2026
The issue of the Rights will be subject to shareholder approval.
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AUSTRALIAN WHISKY HOLDINGS LIMITED 14-16 Davey St, Hobart TASMANIA 7000 ASX AWY ABN 6210 4600 544 W australianwhiskyholdings.com P +61 (3) 6231 9088