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LARK DISTILLING CO. LTD M&A Activity 2018

Mar 4, 2018

65265_rns_2018-03-04_c48936a5-6899-40de-a4d1-0021c4a3ed97.pdf

M&A Activity

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ASX Release Date: 5 March 2018

Dear Sir or Madam:

Australian Whisky Holdings Limited intention to purchase shares in Lark Distillery Pty Ltd

Australian Whisky Holdings Limited (ASX:AWY) (“ AWY ”) is pleased to announce its intention (“ the Offer ”) to acquire all of the ordinary shares in Lark Distillery Pty Ltd (“ Lark ”) that it does not currently own. AWY currently holds approximately 48.12% of the shares in Lark.

The Offer

1. Offer Consideration

It is proposed that as consideration for the Offer, Lark shareholders may choose to receive:

  • (a) 12,500 AWY Shares for every Lark Share (“ Scrip Consideration ”); or

  • (b) $400 for every Lark Share (“ Cash Consideration ”); or

  • (c) any combination of Scrip Consideration and Cash Consideration as each Lark shareholder may elect to receive. To be clear, Lark shareholders may nominate the number of Lark Shares in relation to which they wish to receive Scrip consideration, and the number of shares in respect of which they wish to receive Cash Consideration.

The Scrip Consideration has been calculated based on the 30 trading day volume weighted average price of AWY Shares as at 23 February 2018, being 3.2 cents ($0.032) per AWY Share.

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2. AWY shares to be issued under the Offer

If all Lark shareholders accept the offer and subject to shareholders approval under Listing Rule 7.1, AWY will have to pay consideration as follows:

  • (a) Cash Consideration of $10,708,800; or

  • (b) Scrip Consideration of 334,650,000 AWY Shares; or

  • (c) a combination of the two.

AWY does not propose a minimum acceptance condition on Lark shareholders given AWY’s existing 48.12% holding. Therefore, until acceptances are known, AWY will not know the level of ownership it will achieve via the Offer.

3. Offer Conditions

The Offer will be subject to a number of conditions, including:

  • AWY obtaining all requisite regulatory and shareholder approvals, including the shareholder approvals required for the acquisition in accordance with Listing Rule 11.1.2 (if any, noting that approval for the purposes of Listing Rule 11.1 was previously obtained, in relation to an offer to purchase up to 100% of the Lark Shares on 27 January 2017) and any other applicable Listing Rules for the issue of the consideration shares; and

  • AWY successfully completing a capital raising to raise funds necessary for the payment of the Cash Consideration.

4. Rationale of the Offer

Lark

Established in 1992, Lark Distillery is one of Australia’s leading distilleries, producing high quality, premium spirits using traditional time honoured methods. The Distillery is located in Tasmania and runs an 1800 litre copper pot still along with a 500 litre spirit still. The range of distilled products includes the

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flagship Lark Single Malt Whisky and Forty Spotted Rare Tasmanian Gin. Lark also owns outright the Overeem Distillery, a producer of premium single malt Tasmanian whisky.

Lark is a private company with approximately 29 shareholders and 51,601 fully paid ordinary shares on issue. As noted above, AWY currently holds 24,829 fully paid ordinary shares in Lark which represents 48.1173%.

Rationale for the Acquisition of Lark

As previously announced, AWY’s business strategy is to pursue partnerships with selected distilleries in the Australian craft whisky industry. In addition to its existing shareholding in Lark (and indirectly, Overeem) in 2017 AWY completed its purchase of the business of Nant Distillery, including the premises at the historic Nant Estate in Bothwell, Tasmania. AWY has a 12% shareholding in Tasmanian Whisky producer Redlands Estate Pty Ltd.

The vision of AWY is to have equity holdings, if not ownership, in a number of premium single malt whisky producers in Australia focussing in particular on Tasmania. AWY proposes to accelerate growth in the craft whisky industry ahead of competitors and take a leadership position in the industry. In doing so, AWY intends to lead the structuring and development of, and be instrumental in, defining the final shape of the craft whisky industry in Australia and maintaining Tasmania’s leadership position in this industry.

AWY believes that by doing this, it will provide current craft producers a platform to increase volume and it will give each brand an ability to increase profits and distribution into the higher margin markets in Asia.

AWY does not intend to interfere with the production of whisky and consolidate distilleries as it believes each distillery and distiller is unique in its production methods.

AWY is well positioned for its shareholders to benefit in the growth of this emerging industry through its unique combination of being an ASX listed company and an early stage investor in Australian craft whisky.

Currently there is no proposal or intention to change to AWY’s board composition as a result of completion of the Offer.

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5. Offer Timetable

The offer to purchase Lark shares is being made conditional upon the completion of a capital raising, and the obtaining of any necessary ASX Listing Rule approvals and will be open until 30 April 2018 unless the offer is extended at AWY’s sole discretion.

Further Information

For further information, please contact Gary Stewart, Company Secretary.

Yours sincerely,

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Company Secretary Gary Stewart

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