RNS Number : 7702C
Asia Distribution Solutions Limited
04 September 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
For immediate release 4 September 2008
RECOMMENDED OFFER
BY OR ON BEHALF OF
YARRAMAN WINERY, INC. ("YRMN")
FOR
ASIA DISTRIBUTION SOLUTIONS LIMITED ("ADSL")
� The Boards of Directors of Yarraman Winery, Inc. (YRMN:PK) and Asia Distribution Solutions Limited (AIM: ADSL) are pleased to
announce that agreement has been reached on the terms of a recommended offer to be made by or on behalf of YRMN to acquire the entire issued
and to be issued share capital of ADSL. The transaction, which was unanimously approved by both companies* Boards, will provide for the
issuance of new YRMN Shares as consideration for such acquisition.
� The Offer values the whole of the issued ordinary share capital of ADSL at approximately US$27 million, based on a valuation of
US$0.42 per YRMN Share. The mid-market closing price of ADSL Shares on 3 September 2008 was 22.5 pence, giving ADSL a market capitalisation
of approximately �7.19 million (US$12.94 million). The Offer therefore represents a premium of approximately 108 per cent. over yesterday's
mid-market closing price, subject to any further ADSL Shares which may be issued before the Offer closes pursuant to option agreements or
otherwise.
� The valuation of US$0.42 per YRMN Share attributed above corresponds to the valuation given to each YRMN Share upon the
conversion of shareholder loans approved by the Board of YRMN on 30 June 2008, to convert AU$ 5.3 million of debt into 12,000,000 YRMN
Shares at a prevailing currency exchange rate of AU$1:US$0.95.
� The Board of ADSL will unanimously recommend that ADSL Shareholders accept the Offer.
� Following completion of the Offer, it is intended that application will be made in due course for
YRMN Shares to be admitted to a more liquid US-based trading platform or stock market, as is
described below.
Press Enquiries
For further information please contact:
Asia Distribution Solutions Limited
Michael Kingshott, Executive Chairman +44 20 7583 8833
Steve Wong, Managing Director +852 9025 0988
http://www.asiadistributionsolutions.com/
Evolution Securities China Limited
(Financial adviser and broker)
Barry Saint +44 20 7220 4850
Armen Ho +44 20 7220 4850
Evolution Securities Limited
(Nominated adviser)
Jeremy Ellis +44 20 7071 4300
Evolution Securities China Limited, which is regulated by the Financial Services Authority, is acting for ADSL and no-one else in connection
with the Offer and will not be responsible to anyone other than ADSL for providing the protections afforded to customers of Evolution
Securities China Limited, or for providing advice in relation to the Offer.
The Offer is not being made, directly or indirectly, in or into, or by use of emails or the mail, or by any other means or instrumentality
(including, without limitation, telephonically or electronically) of a national securities exchange, of any jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction. This document does not constitute an offer in any such jurisdictions and
the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or otherwise from or within any such
jurisdiction. Accordingly, copies of this document are not being, nor should be, mailed, transmitted or otherwise distributed, in whole or
in part, in or into any such jurisdiction.
This summary should be read in conjunction with the full text of the following announcement relating to the Offer.
RECOMMENDED OFFER
BY OR ON BEHALF OF
YARRAMAN WINERY, INC.
FOR
ASIA DISTRIBUTION SOLUTIONS LIMITED
1. Introduction
On 16 July 2008, ADSL announced that it had received an approach for the Company from a possible buyer.
The Boards of Directors of Yarraman Winery, Inc. (YRMN:PK) and Asia Distribution Solutions Limited (AIM: ADSL) are pleased to announce that
agreement has been reached on the terms of a recommended offer to be made by or on behalf of YRMN, to acquire the entire issued and to be
issued share capital of ADSL.
2. The Offer
Full acceptance of the Offer would involve the issue of up to 63,340,000 new YRMN Shares to ADSL Shareholder in proportion to their
shareholdings when the Offer closes, which would represent approximately 62.5 per cent. of the enlarged issued share capital of YRMN. The
actual number of YRMN Shares issued per ADSL Share will depend on the new ADSL Shares issued before the Offer closes, including pursuant to
the ADSL Share Option Schemes.
The provisions of the City Code do not apply to ADSL, as it is incorporated in the Cayman Islands. Accordingly, YRMN and ADSL have entered
into the Implementation Agreement under which YRMN and ADSL have agreed on certain issues, including in relation to the conduct of the
Offer. The provisions of the Implementation Agreement are summarised in paragraph 5 below.
The Offer is conditional upon valid acceptances being received (and not, where permitted, withdrawn) in respect of the Offer, by no later
than 1.00 p.m. (London time) on the date falling 21 days after the date the Offer Document is posted to ADSL Shareholders, or under certain
circumstances a later date to be determined in accordance with the procedures of the Offer, in respect of 90 per cent. of the ADSL Shares
(or such lower percentage as YRMN, in consultation with the directors of ADSL, may determine but being not less than 50 per cent. of the
voting share capital of ADSL).
If you are an ADSL shareholder and you do not accept the Offer you may no longer have a UK trading facility for your ADSL Shares.
ADSL Shareholders should note that under Cayman Islands law, if an offer is made for the shares a company and shareholders holding at least
90 per cent. of the shares subject to the offer have accepted the offer, the offeror can ordinarily compulsorily acquire the remaining 10
per cent.
3. Details of Yarraman Estate
Yarraman Estate is an award-winning Australian winery which owns 632 acres of land and operates 1,312 acres of property in two topographic
regions in New South Wales. Yarraman Estate produces a range of popular varietals, including Shiraz, Cabernet Sauvignon, Merlot, Chardonnay
and Sauvignon Blanc.
YRMN Shares are listed on the Pink Sheets�, which is a centralised quotation service that collects and publishes market maker quotes for
over-the-counter securities that is published by the Pink Sheets LLC. YRMN Shares are listed under the symbol "YRMN.PK".
YRMN*s consolidated audited results for the year ended 30 June 2006, filed with the United States Securities and Exchange Commission,
recorded revenues of US$$1,830,151 and a net loss of US$1,234,667. At 30 June 2006, YRMN*s net assets were US$2,545,556 million. Such
figures have been determined in accordance with generally accepted accounting principles in the United States. More up to date financial
information on YRMN will be included in the Offer Document.
4. Information on ADSL
ADSL is a distributor of imported and domestic premium and specialty beverages in China. The company provides procurement and logistic
solutions to its clients, which include supermarkets, hotels, restaurants and bars, together with beverage wholesalers and retailers. ADSL
has in excess of 3,500 direct customer accounts and distributes well-known brands including Snapple, Tiger, Heineken and Budweiser, as well
as wine from a variety of producers, including Yarraman. In addition, ADSL opened a wine mall in Shanghai in November 2007, stocking over
600 labels. This concept has now been rolled out in two major hypermarket chains in China.
ADSL reported consolidated revenues for the period from its incorporation on 10 April 2007 to 31 December 2007 of �520,000 and profit for
the period of �113,000. As at 31 December 2007, ADSL*s consolidated equity stood at approximately �4.45million, including minority interests
of approximately �1.29million. Such figures have been determined in accordance with international financial reporting standards.
5. Implementation Agreement
YRMN and ADSL have entered into the Implementation Agreement under which YRMN and ADSL have agreed on certain issues relating to the Offer.
A copy of the Implementation Agreement will be filed with the United States Securities and Exchange Commission. The provisions of the
Implementation Agreement are summarised below.
5.1 Conduct of the Offer
ADSL Shareholders are reminded that the City Code does not apply to ADSL as it is incorporated in the Cayman Islands and that the Offer will
not be regulated by the UK takeover authorities. The Implementation Agreement contains provisions as to the conduct of the offer by YRMN,
including an offer timetable which adopts certain key principles of the City Code and which will be described in more detail in the Offer
Document.
5.2 Management
Following completion of the Offer, Michael Kingshott, Steve Wong and Alan Leung will be appointed to the Board of YRMN as Executive
Chairman, Managing Director and Financial Director respectively. Two persons from among the existing YRMN shareholders will be appointed as
non-executive directors of the Board of YRMN.
5.3 Listing of YRMN Shares
YRMN and ADSL will work together to facilitate the YRMN Shares being admitted to trading on the Over the Counter Bulletin Board (OTCBB)
quotation medium in the United States. The OTCBB began operations in 1990 and provides access to more than 3,300 securities and has over 230
participating market makers. The OTCBB electronically transmits real-time quote, price, and volume information in domestic securities,
foreign securities and american depositary receipts. Issuers of all securities quoted on the OTCBB are subject to periodic filing
requirements with the SEC or other regulatory authority. Market makers can apply to quote securities on the OTCBB service.
5.4 Further Acquisition
The Boards of YRMN and ADSL have identified a further vineyard for acquisition by YRMN to form part of the enlarged YRMN group of companies.
YRMN has undertaken to use reasonable commercial endeavours to negotiate in good faith in order to complete the acquisition of this vineyard
on the best possible terms for YRMN. Unless ADSL otherwise agrees, this acquisition shall be funded in part by debt finance (secured on the
target asset) and in part by the issue by YRMN of a redeemable convertible loan note to the current beneficial owners of the asset.
5.5 Inducement Fee
ADSL has undertaken to pay an inducement fee of US$100,000 by way of compensation in the event that the Offer is announced on a
recommendation basis and, after such announcement:
(a) the Board of ADSL does not unanimously and without qualification recommend shareholders accept the Offer, or if relevant, to vote
in favour of accepting the Offer or it (or any committee of such Board) at any time withdraws or adversely modifies or qualifies its
recommendation to shareholders to accept the Offer, or if relevant, vote in favour of accepting the Offer, or it (or any committee of such
board) at any time decides not to proceed with the Offer; or
(b) a Third Party Transaction is announced prior to the Offer lapsing or being withdrawn, which Third Party Transaction subsequently
becomes or is declared wholly unconditional or is completed within six months; or
(c) the Offer is withdrawn, terminated, lapses or otherwise expires, or is not implemented, in any such case, as a result of ADSL
being in substantial breach of its obligations under the Implementation Agreement which is so material as to have caused or to have
contributed materially to such withdrawal, termination, lapse or other expiration, or failure to implement.
YRMN has undertaken to pay an inducement fee of US$100,000 by way of compensation in the event that, inter alia, the Offer is announced on a
recommendation basis and, after such announcement:
(a) the Board of YRMN does not unanimously and without qualification recommend shareholders to vote in favour of any resolution of
the YRMN shareholders which is required to be passed in order to implement the proposed transaction or at any time withdraws or adversely
modifies or qualifies its recommendation to shareholders, or it (or any committee of such Board) at any time decides not to proceed with the
Offer; or
(b) the Offer is withdrawn, not implemented or lapses as a result of YRMN being in substantial breach of its obligations under the
Implementation Agreement which is so material as to have caused or to have contributed materially to such withdrawal, failure to implement,
or lapse.
5.6 General Meeting
Subject to the Offer becoming unconditional, ADSL will seek the approval of its shareholders for the de-listing of the ADSL Shares from
AIM.
6. General
The formal document setting out details of the Offer will be despatched to ADSL Shareholders as soon as practicable and in any event within
42 days following this Announcement, subject to all applicable legal and regulatory requirements and provided that YRMN's regulatory filings
with the US Securities and Exchange Commission are up to date. A copy of the Offer Document will be made available in due course on YRMN's
website (http://www.yarramanestate.com/).
Any new YRMN Shares issued pursuant to the Offer will be issued credited as fully paid and will rank pari passu in all respects with the
existing YRMN Shares. The ADSL Shares will be acquired free from all liens, charges, encumbrances and other interests and together with all
rights now and hereafter attaching thereto including the right to receive all dividends and other distributions hereafter declared, made or
paid.
The Offer will extend to any ADSL Shares issued or unconditionally allotted or issued whilst the Offer remains open for acceptance (or by
such earlier date as YRMN, in consultation with ADSL, may decide), including any ADSL Shares unconditionally allotted or issued before the
Offer closes, including upon exercise of options under the ADSL Share Option Schemes. To the extent that such options are not so exercised,
and if the Offer becomes or is declared unconditional in all respects, YRMN will make appropriate proposals to option holders in due
course.
IMPORTANT NOTICE
This Announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer
or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.
Any response in relation to the Offer should be made only on the basis of the information in the Offer Document or any document by which the
Offer is made. YRMN and ADSL urge ADSL Shareholders to read the Offer Document when it becomes available because it will contain important
information relating to the Offer.
The securities offered by YRMN in consideration for the acquisition of securities in ADSL will not have been registered under the United
States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
Notice to US investors in ADSL: The Offer relates to the shares of a company organized under the laws of the Cayman Islands, that trades its
ordinary shares on the Alternative Investment Market (AIM) of the London Stock Exchange. ADSL is not subject to the reporting requirements
of the US Securities Exchange Act of 1934, as amended (the *Exchange Act*). Accordingly, the Offer will be subject to the disclosure
requirements, if any, applicable to requirements under Cayman Islands law and the rules of the AIM in the United Kingdom, which are
different from those of the United States. Financial information included in the relevant documentation will have been prepared in
accordance with accounting standards applicable in such circumstances that may not be comparable to the financial statements of US
companies. It may be difficult to enforce rights and claims that may exist under applicable laws with respect to ADSL due to the fact that
ADSL is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. It may not be possible to sue a foreign company or its officers or directors in a foreign
court for violations of the US securities laws or other laws and regulations. It may also be difficult to compel a foreign company and its
affiliates to subject themselves to a USs court*s judgment.
Please also note that YRMN may also purchase ADSL securities otherwise than under the Offer, but subject however to the Offer, such as in
open market or privately negotiated purchases.
The Offer will in any event be made in compliance with all applicable US laws and regulations, including, if applicable, the provisions of
the tender offer rules and the proxy or information statement rules under the Exchange Act.
Overseas Jurisdictions
The availability of the Offer to ADSL Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdiction 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. Further details in relation to
overseas shareholders will be contained in the Offer Document.
The release, publication or distribution of this Announcement in jurisdictions other than in the United Kingdom may be restricted by law,
and therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and
observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Offer disclaim any
responsibility or liability for the violation of such requirements by any person.
Forward Looking Statements
This Announcement includes *forward-looking statements* intended to qualify for the safe harbour from liability under the Private Securities
Litigation Reform Act of 1995. These statements are based on the current expectations of the management of ADSL and YRMN and are naturally
subject to uncertainty and changes in circumstances. The forward-looking statements contained herein include statements about the expected
effects on YRMN of the Offer, the expected timing and scope of the Offer, anticipated earnings enhancements, estimated cost savings and
other synergies, and other strategic options and all other statements in this Announcement other than historical facts. Forward-looking
statements include, without limitation, statements typically containing words such as *intends*, *expects*, *anticipates*, *targets*,
*estimates* and words of similar import. By their nature, forward-looking statements are not guarantees of future performance or results and
involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not
limited to, unanticipated issues associated with the satisfaction of the Conditions to the Offer, issues associated with obtaining necessary
regulatory and other approvals and the terms and conditions of such approvals; the inability to integrate successfully ADSL within YRMN or
to realise synergies from such integration within the time periods anticipated; and changes in anticipated costs related to the acquisition
of ADSL. Additional factors that could cause actual results and developments to differ materially include, among other things:
� unanticipated changes in revenue, margins, costs and capital expenditures;
� issues associated with new product introductions;
� matters impacting the successful and timely implementation of ERP systems;
� foreign currency fluctuations;
� increased raw material prices;
� unexpected issues associated with availability of local suppliers and skilled labour;
� the risks associated with growth;
� geographic factors and political and economic risks;
� actions of competitors;
� changes in economic or industry conditions generally or in the markets served by ADSL and YRMN;
� the state of financial and credit markets;
� efficiency and capacity utilisation of facilities;
� issues related to new facilities and expansion of existing facilities;
� work stoppages, labour negotiations and labour rates;
� government approval and policies;
� the ability of our customers to receive any necessary financing;
� the ability to complete and appropriately integrate restructurings, consolidations, acquisitions, divestitures, strategic alliances,
and joint ventures; and
� risk and other factors cited in YRMN*s filings with the United States Securities and Exchange Commission.
Neither YRMN nor ADSL undertakes any obligation to update or revise forward-looking statements, whether as a result of new information,
future events or otherwise. Forward-looking statements only speak as of the date on which they are made.
Appendix 1
CONDITIONS OF THE OFFER
The Offer is subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on the First Closing Date (or
such later time(s) and/or date(s) as YRMN may, in consultation with the ADSL Board, decide) in respect of not less than 90 per cent. (or
such lower percentage as YRMN may decide) in nominal value of the ADSL Shares to which the Offer relates provided that this condition shall
not be satisfied unless YRMN and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the
Offer or otherwise, ADSL Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general
meetings of ADSL (including for this purpose, any voting rights attaching to any ADSL Shares which may be unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding conversion or
subscription rights or otherwise);
(b) save as Disclosed, there being no provision of any agreement, arrangement, licence, permit, lease or other instrument to which
any member of the ADSL Group is a party or by or to which any such member or any of its assets would be reasonably likely to be bound,
entitled or subject, which as a consequence of the Offer or the proposed acquisition of any shares or other securities in ADSL or because of
a change in the control or management of the ADSL Group or otherwise, would or could reasonably be expected to result in, to an extent which
is or would reasonably be expected to be material in the context of the ADSL Group taken as a whole:
(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or
becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or
the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being
withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit, lease or instrument or the interest or business of any such member or the
rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any
obligation or liability arising or any adverse action being taken or arising thereunder;
(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any
such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in
the ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business,
property or assets of any such member or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming
enforceable;
(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person,
firm or body (or any arrangement(s) relating to any such interest or business) being terminated, adversely modified or adversely affected;
(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any such member;
(ix) the creation of any liability of any such member to make any severance, termination, bonus or other payment to any of its
directors or other officers,
and no event having occurred which, under any provision of any agreement, arrangement, licence, permit, lease or other instrument to which
any member of the ADSL Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could
reasonably be expected by YRMN to result (either with the passage of time, the giving of notice or both) in any of the events or
circumstances as are referred to in sub-paragraphs (i) to (viii) of this condition (b) in each case to an extent which is material in the
context of the ADSL Group taken as a whole;
(c) no central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory,
environmental or investigative body, court, stock exchange, trade agency, association, institution or any other body or person whatsoever in
any jurisdiction (each, a "Third Party") having given notice of a decision or decided to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything, or
having enacted, made or proposed any statute, regulation, decision or order, and there not continuing to be outstanding any statute,
regulation, decision or order, or having taken any other step which would or would reasonably be expected by YRMN to:
(i) require, prevent or materially delay the divestiture, or adversely alter the terms envisaged for any proposed divestiture by any
member of the YRMN Group or any member of the ADSL Group of all or any material portion of their respective businesses, assets or property
or impose any material limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of
their respective material assets or material properties or any part thereof;
(ii) result in a material delay in the ability of YRMN, or prevent it or render it unable, to acquire some or all of the ADSL Shares
or require a material divestiture by YRMN or any member of the YRMN Group of any securities in ADSL;
(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the YRMN Group directly or
indirectly to acquire or to hold or to exercise effectively all rights of ownership in respect of shares or loans or securities convertible
into shares or any other securities (or the equivalent) in any member of the ADSL Group or the YRMN Group or to exercise, directly or
indirectly, voting or management control over any such member;
(iv) otherwise materially and adversely affect the business, assets, liabilities profits or prospects or financial or trading position
of any member of the ADSL Group or the YRMN Group;
(v) make the Offer, its implementation or the acquisition or proposed acquisition by YRMN or any member of the YRMN Group of any
shares or other securities in, or control or management of, ADSL void, illegal and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, materially restrain, prevent, restrict, prohibit, delay or otherwise interfere with, the same, or impose
additional material conditions or obligations with respect to, or otherwise materially impede or challenge or require material amendment of
the Offer or the acquisition by YRMN or any member of the YRMN Group of any shares or other securities in ADSL;
(vi) require any member of the YRMN Group or the ADSL Group to acquire, or to offer to acquire, any shares or other securities (or the
equivalent) or interest in any member of the ADSL Group or the YRMN Group owned by any third party (other than in the implementation of the
Offer);
(vii) impose any material limitation on the ability of any member of the ADSL Group or the YRMN Group to co-ordinate its business, or
any part of it, with the businesses of any other member of the ADSL Group and/or the YRMN Group; or
(viii) result in any member of the ADSL Group or the YRMN Group ceasing to be able to carry on business as it presently does, in each
case to an extent which is material in the context of the Offer, or the YRMN Group or the ADSL Group taken as a whole (as the case may be),
and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction
in respect of the Offer or proposed acquisition of any shares or securities in ADSL having expired, lapsed or been terminated;
(d) all filings or applications which are reasonably considered necessary or advisable by YRMN or which are required by law having
been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in
connection with the Offer or the acquisition by any member of the YRMN Group of any shares or other securities in, or under control of, ADSL
and all authorisations, declarations, decisions, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions
and approvals ("authorisations") reasonably considered necessary or advisable by YRMN, or which are required by law in respect of the Offer
or the proposed acquisition of any shares or other securities in, or control of, ADSL by any member of the YRMN Group having been obtained
in terms and in a form reasonably satisfactory to YRMN from all appropriate Third Parties or persons with whom any member of the ADSL Group
has entered into contractual arrangements, in each case where the absence of such authorisations would have a material adverse effect on the YRMN Group or the ADSL Group taken as a whole (as the
case may be) or would be material in the context of the Offer, and all such authorisations which are reasonably considered by YRMN to be
necessary to carry on the business of any member of the ADSL Group as currently carried on remaining in full force and effect and all
filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any
of the same and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;
(e) save as Disclosed, no member of the ADSL Group having, since 31 December 2007:
(i) save for ADSL Shares issued pursuant to the exercise of options granted under the ADSL Share Option Schemes, issued or agreed to
issue, authorised or proposed the issue of additional shares or securities of any class;
(ii) save for the grant of options under the ADSL Share Option Schemes, issued or agreed to issue, authorised or proposed the issue
of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or
convertible securities;
(iii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares (including treasury
shares) or other securities or reduced or made or authorised any other change to any part of its share capital;
(iv) save as between ADSL and wholly-owned subsidiaries of ADSL ("Intra-ADSL Group Transactions") recommended, declared, paid or made
or proposed to recommend, declare, pay or make any bonus, dividend or other distribution to any shareholder whether payable in cash or
otherwise;
(v) save for Intra-ADSL Group Transactions, merged with or demerged from any body corporate or partnership or, other than in the
ordinary course of business, acquired or disposed of or transferred, mortgaged, charged or created any security interest over, any asset or
any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to
propose the same which, in any case, is material in the context of the ADSL Group taken as a whole;
(vi) save for Intra-ADSL Group Transactions, made or authorised or proposed or announced an intention to propose any change in its
loan capital;
(vii) save for Intra-ADSL Group Transactions, issued, authorised or proposed the issue of any debentures or incurred or increased any
indebtedness or liability (actual or contingent) or proposed to do any of the foregoing;
(viii) entered into, implemented, effected, authorised, proposed or announced any reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement in respect of itself or another member of the ADSL Group that is material in the context of the ADSL
Group;
(ix) save for service agreements entered into or to be entered into between ADSL and each of Michael Kingshott and Andrew Tan pursuant
to the statement issued on 27 August 2008, entered into, or varied any material terms of, any agreement with any of the directors or senior
executives of ADSL;
(x) entered into, varied or (in a manner which is materially prejudicial to the ADSL Group taken as a whole) terminated, or
authorised, proposed or announced its intention to enter into, vary or (in a manner which is materially prejudicial to the ADSL Group taken
as a whole) terminate any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude;
(B) is or would reasonably be expected to be materially restrictive to the business of any member of the ADSL Group; or
(C) is outside of the ordinary course of business and is material in the context of the ADSL Group taken as a whole;
(xi) proposed, agreed to provide or modified the terms of any share option scheme or any incentive scheme relating to the employment
or termination of employment of any employee of the ADSL Group save as Disclosed or other than in the ordinary course;
(xii) terminated or varied the terms of any agreement or arrangement between any member of the ADSL Group and any other person in a
manner which would or would reasonably be expected to have a material adverse effect on the financial position or prospects of the ADSL
Group taken as a whole;
(xiii) taken any corporate action or had any legal proceedings started or threatened against it or petition presented or order made for
its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had
any such person appointed in any jurisdiction;
(xiv) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
(xv) waived, settled or compromised any claim otherwise than in the ordinary course of business where such claim is not material in the
context of the business of the ADSL Group taken as a whole;
(xvi) made any alteration to its memorandum or articles of association or other incorporation documents or, except for any change
required by reason of a concurrent change in applicable law, regulation or generally accepted accounting practice, to any method of
accounting or accounting practice used by it on the date hereof and which, in any case, is materially adverse in the context of the ADSL
Group taken as a whole; or
(xvii) entered into or varied any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which
remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or
events referred to in this condition (e),
(f) since 31 December 2007 and save as Disclosed:
(i) no material adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or
prospects of any member of the ADSL Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the ADSL Group is or may
become a party (whether as a claimant, defendant or otherwise) and no enquiry or investigation by or complaint or reference to any Third
Party against or in respect of any member of the ADSL Group having been instituted, announced or threatened by or against or remaining
outstanding against or in respect of any member of the ADSL Group which in any such case would reasonably be expected to materially
adversely affect any member of the ADSL Group;
(iii) no contingent or other liability having arisen or become apparent to YRMN, which would be likely to materially adversely affect
any member of the ADSL Group; and
(iv) no steps having been taken which are likely to result in the withdrawal (without replacement), cancellation, termination or
modification of any authorisations, declarations, decisions, orders, recognitions, grants, consents, licences, confirmations, clearances,
permissions or approvals held by any member of the ADSL Group which is necessary for the proper carrying on of its business,
(g) save as Disclosed, YRMN not having discovered: (a) that any financial, business or other information concerning the ADSL Group as
contained in the information publicly disclosed at any time by or on behalf of any member of the ADSL Group is materially misleading,
contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading; or (b) that any member of
the ADSL Group, or any partnership, company or other entity in which any member of the ADSL Group has an economic interest and which is not
a subsidiary undertaking of ADSL is subject to any liability (contingent or otherwise) which is material in the context of the ADSL Group
taken as a whole; or
(h) since 31 December 2007, YRMN not having discovered any information which adversely affects the import of any information
Disclosed at any time by or on behalf of any member of the ADSL Group and which, in any such case, is material in the context of the ADSL
Group taken as a whole. YRMN reserves the right to waive, in whole or in part, all or any of the above conditions, except condition (a).
Conditions (b) to (g) (inclusive) must be fulfilled by midnight on the 21st day after the later of the First Closing Date and the date on
which condition (a) is fulfilled (or in each such case such later date as YRMN may decide, having consulted with the ADSL Board);
(i) YRMN not having discovered that any past or present member of the ADSL Group has failed to comply with any applicable
legislation or regulations of any jurisdiction or any notice or requirement of any Third Party on any matter, including without limitation
with regard to the storage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous or harmful substance or any
substance likely to impair the environment or harm human or animal health or otherwise relating to environmental matters or that there has
been any such storage, presence, disposal, discharge, spillage, release, leak or emission (whether or not the same constituted
non-compliance by any person with any such legislation or regulation, and whenever the same may have taken place), any of which
non-compliance would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the ADSL
Group and which is material in the aggregate, in the context of the ADSL Group taken as a whole; or
(j) YRMN not having discovered that there is, or is reasonably likely to be, any obligation or liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied, operated or made use of or
controlled by any past or present member of the ADSL Group under any environmental legislation, regulation, notice, circular or order of any
Third Party in any jurisdiction.
YRMN shall be under no obligation to waive or treat as satisfied any of the conditions (b) to (j) (inclusive) by a date earlier than the
latest date specified for the satisfaction thereof, notwithstanding that the other conditions of the Offer may at such earlier date have
been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable
of fulfilment.
Appendix 2
Definitions and exchange rates
"�" means pounds sterling.
"ADSL" means Asia Distribution Solutions Limited.
"ADSL Group" means ADSL and its subsidiaries.
"ADSL Shareholders" means the holders of ADSL Shares.
"ADSL Shares" means the existing or unconditionally allotted and fully
paid (or credited as fully paid) ordinary shares of
�0.01 each in the capital of ADSL and any further such
shares which are unconditionally allotted or issued
while the Offer remains open for acceptance or by such
earlier date as YRMN may determine in consultation with
the ADSL Board.
"ADSL Share Option Schemes" means:(i) the option granted to Evolution Securities
China Limited by ADSL to subscribe for up to 613,520
ADSL Shares;(ii) the options granted to Paul Wan Hoi
Chow, Michael James Kingshott and John William Ullmann
by ADSL to subscribe for up to 306,760 ADSL Shares
each;(iii) the ADSL employee share option plan; and(iv)
any further share option schemes as may be agreed
between ADSL and YRMN prior to the Offer closing.
"Announcement" means this press announcement.
"AU$" or "AUD" means Australian Dollars.
"AIM" means the market of that name operated by London Stock
Exchange plc.
"Board" means the board of directors of any relevant person or a
duly appointed committee thereof.
"CityCode" means the UK City Code on Takeovers and Mergers.
"Disclosed" means:(i) as disclosed in ADSL*s report and accounts for
the year ended 31 December 2007;(ii) as publicly
announced by ADSL by the delivery of an announcement to
the Regulatory News Service prior to the date of the
Announcement;(iii) as disclosed in the Announcement;
or(iv) as otherwise fairly disclosed in writing to YRMN
or its advisers by or on behalf of ADSL prior to the
date of the Announcement.
"Enlarged Group" means the YRMN Group as enlarged by the acquisition of
the ADSL Group.
"First Closing Date" means the date which is the 21st day after the date on
which the Offer Document is posted, or such other date
as the YRMN Board and the ADSL Board may agree.
"Implementation Agreement" means an agreement dated 4 September 2008 between (1)
YRMN and (2) ADSL containing undertakings and other
provisions relating to the Offer.
"Offer" means the proposed offer to be made by or on behalf of
YRMN for the entire share capital, issued and to be
issued, of ADSL including, where the context requires,
any subsequent revision, variation, extension or renewal
thereof.
"Offer Document" means the document to be sent to holders of ADSL Shares
containing the Offer.
"Regulatory News Service" means the regulatory information service operated by the
London Stock Exchange.
*Third Party Transaction* means an offer or proposal (as amended or revised from
time to time and whether or not subject to any
pre-conditions and howsoever implemented) made (i) by a
third party not acting in concert with YRMN, for 50% or
more of the issued share capital of ADSL or any class
thereof (other than those shares owned or contracted to
be acquired by the person making such offer and its
associates); or (ii) which involves, in any such case, a
change of control of ADSL (other than the acquisition of
control by YRMN and/or a person acting in concert with
YRMN) or which involves the disposal of any interest in
a material part (being not less than 75%) of the
business of ADSL and its subsidiaries (other than to
YRMN and/or a person acting in concert with YRMN).
"United States of America", means the United States of America, its possessions and
"US"or"United States" territories, all areas subject to its jurisdiction or
any subdivision thereof, any State of the United States
and the District of Columbia.
"US$" means US Dollars.
"YRMN" or "YarramanEstate" means Yarraman Winery, Inc..
"YRMN Group" means YRMN and its subsidiaries.
"YRMN Shares" means shares of common stock of US$0.001 par value per
share in the capital of YRMN.
"new YRMN Shares" means the YRMN Shares proposed to be issued, credited as
fully paid, pursuant to the Offer.
The following currency exchange rate has been used in this Announcement to assist the reader's understanding:
�1.00 = US$1.80
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEALNLEEAPEFE
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