RNS Number : 2667J
Asia Distribution Solutions Limited
01 December 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
1 December 2008
Recommended offer
by
Yarraman Winery Inc. ("YRMN")
for
Asia Distribution Solutions Limited
("ADSL" or the "Company")
The Board of Yarraman Winery Inc. and the Board of Asia Distribution Solutions Limited announce that YRMN has now made its recommended
offer for the entire issued and to be issued share capital of ADSL and that the offer document has been posted to ADSL Shareholders. The
Offer provides for the issuance of New YRMN Shares to the ADSL Shareholders as described in the Offer Document.
* Based on a value of US$0.42 per YRMN Share and a US$/� exchange rate of 1.5145 (the approximate rate prevailing as at 24 November
2008), the Offer values each ADSL Share at approximately 52.9 pence and ADSL's existing issued share capital at approximately �16.9 million
and represents:
* a premium of approximately 135 per cent to the Closing Price of 22.5 pence per ADSL Share on 3 September 2007, being the last
Business Day prior to the First Announcement;
* a premium of approximately 165 percent to the Closing Price of 20 pence per ADSL Share on 30 October 2008, being the last Business
Day prior to the Second Announcement.
* Assuming, inter alia, acceptance in full of the Offer, ADSL Shareholders will hold approximately 62.5 per cent of the enlarged
issued ordinary share capital of YRMN.
* The ADSL Directors believe that the benefits of ADSL Shareholders accepting the Offer will be significant and comprise the
benefits of ADSL forming part of a larger group including wine production assets as well as ADSL's existing beverage distribution business
in China, in which the ADSL Shareholders would, upon completion of the Offer, hold a majority of the Enlarged Group's issued share capital.
* Yarraman is already providing wines to the ADSL Group for distribution in China and the first consignments are selling very well
into the ADSL outlets. The Directors of Yarraman are also helping ADSL in the sourcing of additional wines from other suppliers in Australia
and New Zealand as well as advising the Group on other opportunities for the supply of beverage products.
* The Board of Yarraman has agreed to enter into an agreement to acquire, interconditional with the Offer being declared
unconditional in all respects, a vineyard (the "Jugiong Vineyard"), comprising 475 acres of vineyard and a grape supply contract which has
four years remaining. The consideration amounts in total to US$11 million, to be satisfied by way of a redeemable convertible note to be
issued by Yarraman and this assumption of US$5 million of outstanding debt in Jugiong. In addition, the Board of YRMN and ADSL Directors are
currently in discussion on commercial developments to expand the business of the Enlarged Group, upon the successful completion of the
Offer.
* The ADSL Directors Shareholders have given irrevocable undertakings to accept or procure acceptance of the Offer from the ADSL
Directors Shareholders and members of their families including those shares held on trust in respect of their entire beneficial holdings of
ADSL Shares amounting, in total, to 8,814,522 ADSL Shares, representing approximately 27.57 per cent of the existing issued share capital of
ADSL.
* Upon the Offer being declared wholly unconditional, Michael Kingshott CVO (Chairman of ADSL), and Steve Wong (Chief Executive
Officer of ADSL), are to be appointed to the YRMN Board, as Chairman and President CEO respectively, along with Geoff White AO (Vice
Chairman) and Stephen Kulmar, both representing the Yarraman shareholders, who will both be appointed as Non-Executive Director. At that
time, June Boo Hai Gek and Aileen Pringle will be appointed as the Independent Non-Executive Directors of Yarraman. The existing YRMN Board
will resign upon completion of the Offer.
* Conditional upon the receipt of such approval and subject to the Offer being declared unconditional in all respects, the ADSL
Directors intend to make an application to the London Stock Exchange to cancel the admission to trading of ADSL Shares on AIM. Cancellation
cannot occur less than 20 Business Days following the Offer being declared unconditional in all respects and notice of cancellation being
given.
* Commenting on today's announcement, Michael Kingshott, Executive Chairman of ADSL, said:
"The board of ADSL is delighted that Yarraman has made its offer to ADSL Shareholders. I believe both groups can benefit from the
resources of each other and we believe that the Enlarged Group will become a substantial operator in the beverage distributor market in
China, backed by Yarraman's sound production base."
Enquiries:
Asia Distribution Solutions +44 (0) 20 7583
LimitedMichael Kingshott, Executive 8833+ 852 9025 0988
ChairmanSteve Wong, Chief Executive
Officerhttp://www.
asiadistributionsolutions.com
Evolution Securities China +44 (0) 20 7220 4850
Limited(Financial adviser and
broker)Barry SaintArmen Ho
Evolution Securities Limited(Nominated +44 (0) 20 7071 4300
adviser)Jeremy Ellis
Evolution Securities China Limited, which is authorised and 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.
Shareholders are reminded that the City Code on Takeovers and Mergers does not apply to the Company as it is incorporated in the Cayman
Islands and has its operations in China. The Offer is therefore unregulated by the UK takeover authorities. The Company's articles of
association do, however, contain certain takeover protections which the board will enforce in respect of the Offer. A copy of the Company's
articles of association may be viewed at the Company's website at http://www.asiadistributionsolutions.com.
The Company has 31,969,358 ordinary shares in issue and admitted to trading on the AIM market of London Stock Exchange plc under the
ISIN code KYG0538E1035.
This summary should be read in conjunction with the full text of the following announcement relating to the Offer.
Appendix I of this announcement contains definitions of certain expressions used in this announcement.
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 1 December 2008
Recommended offer
by
Yarraman Winery Inc. ("YRMN")
for
Asia Distribution Solutions Limited
("ADSL" or the "Company")
1. INTRODUCTION
On 4 September 2008 ADSL announced that it had reached agreement with Yarraman on the terms of a recommended offer to be made by or on
behalf of Yarraman for the entire issued and to be issued share capital of ADSL, to be satisfied by the issue of New YRMN Shares.
On 31 October 2008 ADSL announced, inter alia, that the to be issued share capital of ADSL was to be satisfied by the issue to certain
directors, senior managers and advisers of ADSL of additional new YRMN Shares in consideration for their waiving their options and/or
accrued remuneration rights. It also announced that, following further negotiations, YRMN had also reached agreement to acquire the Jugiong
Vineyard in New South Wales, Australia, comprising 475 acres of vineyard and a grape supply contract which has 4 years remaining, from
certain of the shareholders of Delta Dawn (who are also shareholders in YRMN). The consideration for the acquisition of the Jugiong Vineyard
amounts to US$6 million to be satisfied by way of a two-year redeemable convertible note to be issued by YRMN, bearing interest at 6 per
cent per annum and the assumption of US$5 million of outstanding debt against the property. The acquisition of these assets by YRMN is
interconditional with the Offer being declared unconditional in all respects.
The Board of Yarraman has now made the Offer and its offer document was posted to ADSL Shareholders on 28 November 2008 (the "Offer
Document"). This announcement should be read in conjunction with the Offer Document. Terms used in this announcement shall have the meaning
given to them in the Offer Document.
The Offer values the entire issued and to be issued share capital of ADSL at approximately US$27 million.
The ADSL Directors consider the terms of the Offer to be fair and reasonable and unanimously recommend that you accept the Offer. The
ADSL Directors Shareholders have given irrevocable undertakings to accept or procure acceptance of the Offer in respect of their entire
beneficial holdings of ADSL Shares amounting, in total, to 8,814,522 ADSL Shares, representing approximately 27.57 percent of the existing
issued share capital of ADSL.
2. SUMMARY TERMS OF THE OFFER
Under the Offer, YRMN is offering to acquire the entire issued and to be issued share capital of ADSL, subject to the conditions and
further terms set out in the Offer Document and the Form of Acceptance on the following basis:
With respect to the ADSL Shareholders:
for every 1 ADSL Share . . . . . . . . . . . . .. . . . . . .1.908 New YRMN Common Shares
With respect to the ADSL Director Shareholders in respect of part of their holdings:
for every 10 ADSL Shares . . . . . . . ... .. . . . .. . . 1.908 New YRMN Preferred Shares
Fractions of New YRMN Shares will not be allotted or issued to ADSL Shareholders who accept the Offer (including such holders who are
deemed to accept the Offer) but will be rounded down to the nearest whole New YRMN Share.
An offer of 1.908 New YRMN Common Shares for each of the 31,969,358 ADSL Shares in issue would require the issue of 60,997,535 new YRMN
Common Shares. At present YRMN does not have sufficient authority to issue this number of YRMN Common Shares. Accordingly Yarraman will
satisfy part of the consideration due under the Offer by the issue and allotment of New YRMN Preferred Shares. To simplify acceptance of the
Offer for ADSL Shareholders, the ADSL Director Shareholders have agreed to accept these New YRMN Preferred Shares pro rata in exchange for
some of their ADSL Shares. The ADSL Director Shareholders will receive new YRMN Common Shares in exchange for their remaining ADSL Shares.
All other validly accepting ADSL Shareholders will also receive New YRMN Common Shares.
Each New YRMN Preferred Share has the same rights (including in respect of voting and all dividends made, paid or declared from the time
they are issued and allotted) as ten YRMN Common Shares. Accordingly the ADSL Director Shareholders will receive only 1.908 New YRMN
Preferred Shares for every ten ADSL Shares exchanged. When the Additional YRMN Authority is granted, each New YRMN Preferred Share will
automatically convert into ten YRMN Common Shares, thereby placing all of the ADSL Shareholders in the equal position of having received
1.908 New YRMN Common Shares for every ADSL Share held irrespective of whether they initially receive New YRMN Common Shares or New YRMN
Preferred Shares.
The holders of ADSL Options and certain persons entitled to receive ADSL Shares as payment of outstanding remuneration or fees have also
agreed to accept New YRMN Preferred Shares in return for surrendering their options and/or waiving their rights to ADSL Shares.
ADSL Shareholders should be aware that, whilst they will acquire title to their YRMN Shares immediately upon issue, in connection with
the Offer, YRMN has agreed to seek registration of the new YRMN Shares with the SEC. As a result, ADSL Shareholders will not be able to
trade their new YRMN Shares for up to six months following their issue, as is set out in the Offer Document.
Based on a value of US$0.42 per YRMN Share and a US$/� exchange rate of 1.5145 (the approximate rate prevailing as at 24 November 2008),
the Offer values each ADSL Share at approximately 52.9 pence and ADSL's existing issued share capital at approximately �16.9 million and
represents:
* a premium of approximately 135 per cent to the Closing Price of 22.5 pence per ADSL Share on 3 September 2007, being the last
Business Day prior to the First Announcement; and
* a premium of approximately 165 percent to the Closing Price of 20 pence per ADSL Share on 30 October 2008, being the last Business
Day prior to the Second Announcement.
The Offer extends to any ADSL Shares unconditionally allotted or issued fully paid prior to date on which the Offer closes (or such
later date as YRMN may, subject to the Implementation Agreement, decide).
Assuming acceptance in full of the Offer, ADSL Shareholders will hold approximately 62.5 per cent of the enlarged issued ordinary share
capital of YRMN (assuming the conversion of all New YRMN Preferred Shares into: (i) 9,200,000 YRMN Common Shares and based on the issued
ordinary share capital of YRMN and the issued ordinary share capital of ADSL as at 24 November 2008, and (ii) 2,425,000 YRMN Common Shares
in exchange for the cancellation of the ADSL Options).
3. BACKGROUND TO AND REASONS FOR RECOMMENDING THE OFFER
ADSL was established in 2007 with the acquisition of a small beverage distribution business based in Shanghai, and a joint venture in
beverages bottling based in Tianjin, by a group of Chinese and European executives with broad experience in the distribution, sales and
marketing of food and beverages as well as of managing multinational companies.
The ADSL Shares were admitted to trading on AIM on 7 November 2007. ADSL's strategy is to leverage the management team's skills and
experience to expand ADSL into one of the leading players in the food and beverage distribution industry in the PRC through organic growth
complemented by selective acquisitions.
ADSL announced its first acquisitions as an AIM Company, the purchase of beverage businesses in Chengdu and Shanghai, in January 2008.
The completion of these acquisitions was announced on 27 August 2008. Also at that time, ADSL announced the purchase of a major wine stock
(for a price of RMB 2 million, satisfied by the issue of 539,000 new ADSL Shares).
The Board wishes to accelerate the expansion of ADSL's beverage distribution operations across the PRC and, in conjunction with this, to
source large volumes of high quality wine, including wine from New World suppliers. ADSL distributes to over 3,500 outlets in Shanghai and
Chengdu and in order for it to build a large distribution platform in the PRC it needs to acquire and develop organically its operations to
service more outlets in major cities which in turn will result in the need to secure more wine and beverage products at the entry,
mid-priced and premium brand levels.
Since ADSL's admission to AIM, the ADSL Directors have considered various means to provide additional funding to the ADSL Group to
facilitate its expansion. However, ADSL, in common with many small listed companies worldwide, has experienced weak investor sentiment
throughout 2008. Recently, this has been accentuated by the extremely difficult conditions in all major stock markets. The ADSL Directors do
not believe the ADSL Shareholders would support a significant fundraising by ADSL in the near term.
In light of this, the ADSL Directors have concluded that ADSL would benefit from being part of
a larger group with broader resources which could facilitate its further development in China. Yarraman, with its excellent wine
production capabilities and keen interest in developing business in China, was identified as an attractive potential merger partner.
4. INFORMATION ON YARRAMAN
Yarraman is a company incorporated in the State of Nevada, USA, whose operations consist of a vineyard and winery located in Australia.
YRMN Common Shares are publicly traded by brokers, without market makers, and the resulting trade data (price and volume) are posted by the
Pink Sheets (www.pinksheets.com) a centralized quotation service that collects and publishes market maker quotes for overthe-counter
securities that is published by Pink Sheets LLC. Trade data for YRMN Common Shares may be found under the symbol 'YRMN.PK'.
Yarraman Winery Inc., through its wholly-owned operating subsidiary in Australia, Yarraman Estate P/L, is one of the oldest vineyards
and wineries in the Upper Hunter Valley which is Australia's oldest wine growing region dating back to the early 1800s.
5. THE PLANNED STRATEGY OF THE ENLARGED GROUP
The ADSL Directors believe that the benefits of ADSL Shareholders accepting the Offer will be significant and comprise the benefits of
ADSL forming part of a larger group including wine production assets as well as ADSL's existing beverage distribution business in China, in
which the ADSL Shareholders would, upon completion of the Offer, hold a majority of the Enlarged Group's issued share capital.
Yarraman is already providing wines to the ADSL Group for distribution in China and the first consignments are selling very well into
the ADSL outlets. The Directors of Yarraman are also helping ADSL in the sourcing of additional wines from other suppliers in Australia and
New Zealand as well as advising the Group on other opportunities for the supply of beverage products.
Following the Offer being declared unconditional in all respects, the YRMN Board intends (with the assistance of those ADSL Directors
who are to join the YRMN Board) to seek to put in place additional lending facilities and, potentially, raise additional equity in Yarraman
with the objective of facilitating the continued expansion of the Chinese beverage distribution businesses of the Enlarged Group through
cooperation arrangements with other groups operating in the beverage distribution industry and by making selective acquisitions of
businesses that fit the Enlarged Group's stringent selection criteria (as well as refinancing Yarraman's existing debt).
ADSL and YRMN are considering the following:
* As was announced on 3 September 2008 ADSL entered into a binding agreement to acquire a major wine stock from Shi Xuan Trading
(Shanghai) Co. Ltd ("TBC") a company controlled by Timothy Yeo, a supplier of wine and other beverages to approximately 300 HORECA and trade
account outlets in the Shanghai area. ADSL had the option to acquire the whole of the TBC business which it now intends to do, with the
support of Yarraman. This agreement was updated on 25 November 2008 to enable Yarraman to exercise this option and for consideration due to
TBC thereunder to be paid by Yarraman. The consideration for the Enlarged Group exercising this option is the payment by the Enlarged Group
to the vendor Timothy Yeo of TBC RMB3 million of which RMB1.5 million will be paid in cash upon completion and the balance with the issue to
the vendors of up to RMB1.5 million payable with the issuance of New YRMN Shares at US$0.42 per share, subject to the specified performance
targets being achieved in the financial year ending 31 December 2009. Completion is conditional upon the Offer being declared unconditional in all respects, except that, in the event the
Offer is not declared unconditional in all respects, ADSL has a pre-emptive right, to endure until 30 June 2009, to exercise its option in
TBC for the same cash consideration plus the issue of up to RMB1.5 million payable by the issuance of new ADSL Shares, subject to specified
performance conditions being satisfied.
* Yarraman is negotiating an exclusive supply agreement with one of Australia's largest manufacturers and distributors of alcoholic
beverages, Independent Distillers (Aust) Pty Ltd. Under the proposed agreement Yarraman has developed a new range of low alcohol, low
carbohydrate apple ciders which will be supplied to Independent Distillers for exclusive distribution in the Australian and New Zealand
markets. The YRMN Directors believe that shipments of the cider will commence in early 2009. The apples for this cider product are being
supplied by Australia's largest apple producer Agrivest Holdings Ltd. One of Agrivest Holdings Ltd.'s shareholders, Whinners P/L, is a
significant shareholder of Yarraman. ADSL will be assigned an exclusive right of distribution of such cider products in the PRC.
* Yarraman and ADSL are in negotiations with a privately-owned company based in Wenzhou, Zhejiang province (the "Wenzhou company"),
with the objective of setting up a 51:49 owned joint venture between the Enlarged Group and the Wenzhou company, whose purpose would be to
establish in the region of 50 additional wine malls in major cities in China either by means of franchise or wholly owned by such joint
venture. It is currently envisaged that the Wenzhou party would provide cash and the Enlarged Group is to provide a similar total
commitment, comprising some cash plus inventory. Any joint venture agreement regarding this matter would be made conditional upon the Offer
being declared unconditional in all respects and ADSL being de-listed from AIM.
* Yarraman and ADSL are in negotiations towards entering into conditional non-binding heads of terms pursuant to which the Enlarged
Group would, conditional upon the Offer being declared unconditional in all respects and de-listing occurring, acquire 50 per cent of the
existing beverage distribution business of Beijing Tian Jian Trading Company Limited which is located in Beijing. In the year ended 31
December 2007, Beijing Tian Jian reported revenues of RMB110 million and net profits of RMB9 million. The Directors of ADSL and Beijing Tian
Jian have confirmed they expect significant growth in 2009 resulting from the joint ability to distribute ADSL foreign brand imported
products, including selected Yarraman wines. It is anticipated that the purchase consideration, payable by the Enlarged Group, will be in
the region of RMB23 million which would be satisfied partly in cash at completion from Yarraman's existing resources and with the balance
subject to satisfactory profit performance by Beijing Tian Jian during the 2009 financial year by way of the issue of up to RMB15 million in value of new YRMN Shares to be issued in proportion to
Beijing Tian Jian's audited profits in the 2009 financial year.
6. CURRENT TRADING AND PROSPECTS OF ADSL
For the six months ended 30 June 2008, ADSL reported turnover of approximately �2.5 million and profit for the period of approximately
�0.2 million. As at 30 June 2008, ADSL's consolidated total equity and liabilities was approximately, �5.3 million.
Since 30 June 2008, the ADSL Group's trading has continued in line with the ADSL Directors' expectations except that there have recently
been some indications that some of the ADSL Group's secondary restaurant and other catering outlet customers in the Shanghai area are seeing
signs of some weakness in demand from their consumers. Furthermore, the aftermath of the earthquake in Sichuan province in May 2008 has
continued to impact negatively the sales of our business in that region.
Elsewhere, however, ADSL anticipates further strong growth in its wine sales, both direct to HORECA outlets and via the ADSL Group's
wine mall operations. The ADSL Directors expect shortly to enter into a new lease agreement to relocate the ADSL Group's existing wine mall
into larger premises in the centre of Shanghai, to be operated by the proposed JV, which will also enable the ADSL Group to benefit from
increased synergies. Stephen Kulmar has been retained to assist with the design and implementation of the new wine mall. Stephen has spent
the last 28 years of his career building a leading retail marketing agency in Australia. His experience covers a wide range of all retail
categories from fashion apparel to liquor. He has worked with some of the most successful retail businesses in Australia and New Zealand. He
recently retired from IdeaWorks to concentrate on establishing a consulting business Retail Oasis. He is also a non-executive director of
two public companies and a shareholder/director in two successful privately owned retail businesses. Mr. Kulmar is 55 years old.
As a result, the ADSL Directors are confident that trading across the ADSL Group as a whole for the year ending 31 December 2008 remains
broadly in line with their previous expectations.
7. ADSL BOARD, MANAGEMENT AND EMPLOYEES
Upon the Offer being declared wholly unconditional, Michael Kingshott CVO (Chairman of ADSL), and Steve Wong (Chief Executive Officer of
ADSL), are to be appointed to the YRMN Board, as Chairman and President CEO respectively, along with Geoff White AO (Vice Chairman) and
Stephen Kulmar, both representing the Yarraman shareholders, who will both be appointed as Non-Executive Directors. At that time, June Boo
Hai Gek and Aileen Pringle will be appointed as the Independent Non-Executive Directors of Yarraman. The existing YRMN Board will resign
upon completion of the Offer.
Upon the Offer being declared unconditional in all respects, the YRMN Board has confirmed that it is its intention that all existing
employment rights, including pension rights, of the employees of ADSL be fully safeguarded.
8. ADSL OPTIONS AND RIGHTS TO ADSL SHARES
The ADSL Board understands that all the holders of ADSL Options have agreed to surrender their rights to their ADSL Options in return
for the issue to them of New YRMN Preferred Shares and, in certain cases, an option over New YRMN Shares.
In addition, certain individuals have agreed to waive their rights to receive ADSL Shares in payment of outstanding remuneration due
from ADSL in return for the issue of New YRMN Preferred Shares.
9. INDUCEMENT FEE
Pursuant to the Implementation Agreement, (i) ADSL has agreed 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 recommended basis and, after such announcement the ADSL Directors do not recommend, or
withdraw their recommendation of the Offer, and (ii) 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 recommended basis and, after such announcement the Offer is withdrawn.
10. COMPULSORY ACQUISITIONS AND CANCELLATION OF ADMISSION TO AIM
The ADSL Directors have agreed to convene a meeting of ADSL Shareholders to consider and, if thought fit, to approve the cancellation of
admission to trading of ADSL Shares on AIM and the re-registration of ADSL as a private company, in each case subject to the Offer becoming
or being declared unconditional in all respects.
Conditional upon the receipt of such approval and subject to the Offer being declared unconditional in all respects, the ADSL Directors
intend to make an application to the London Stock Exchange to cancel the admission to trading of ADSL Shares on AIM. Cancellation cannot
occur less than 20 Business Days following the Offer being declared unconditional in all respects and notice of cancellation being given.
11. RECOMMENDATION OF THE ADSL DIRECTORS
The ADSL Directors, who have received financial advice from Evolution, consider the terms of the Offer to be fair and reasonable. In
providing advice to the ADSL Directors, Evolution has taken into account the ADSL Directors' commercial assessments.
Accordingly, the ADSL Directors unanimously recommend ADSL Shareholders to accept the Offer, as they have irrevocably undertaken to do
in respect of their own beneficial holdings amounting, in aggregate, to 7,221,164 ADSL Shares, representing approximately 22.59 per cent of
the existing issued share capital of ADSL.
Enquiries:
Asia Distribution Solutions +44 (0) 20 7583
LimitedMichael Kingshott, Executive 8833+ 852 9025 0988
ChairmanSteve Wong, Chief Executive
Officerhttp://www.
asiadistributionsolutions.com
Evolution Securities China +44 (0) 20 7220 4850
Limited(Financial adviser and
broker)Barry SaintArmen Ho
Evolution Securities Limited(Nominated +44 (0) 20 7071 4300
adviser)Jeremy Ellis
Evolution Securities China Limited, which is authorised and 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.
Appendix I
Definitions
The following definitions apply throughout this announcement unless the context otherwise requires:
*ADSL* or *Company* Asia Distribution Solutions Limited;
*ADSL Board* the board of directors from ADSL;
*ADSL Depository Interests* a dematerialised depositary interest
representing an entitlement to an ADSL Share
*ADSL Directors* the directors of ADSL as at the date of this
document, being the persons whose names are set
out in the Offer Document and *ADSL Director*
means any one of them;
*ADSL Director Shareholders* ADSL Directors and directors of the ADSL
Subsidiaries who hold ADSL Shares or ADSL
Depository Interests;
*ADSL Group* ADSL and the Subsidiaries;
*ADSL Options* Options to purchase ordinary shares of ADSL;
*ADSL Shares* ordinary shares of ADSL;
*ADSL Shareholders* holders of ADSL Shares or ADSL Depository
Interests;
*ADSL Subsidiaries* Vitality, Highland and Panda;
*AIM* the market of that name operated by the London
Stock Exchange plc;
*Board* the board of directors of YRMN;
*City Code* The City Code on Takeovers and Mergers;
*Enlarged Group* Yarraman, the ADSL Group and the Jugiong
Vineyard;
*Evolution* Evolution Securities China Limited;
*First Announcement* the announcement of the Offer released to a
Regulatory
Information Service on 4 September 2008;
*Implementation Agreement* the implementation agreement dated 4 September
2008
made between YRMN and ADSL (and the amendment
thereto dated 31 October 2008) under which the
parties thereto agreed to adopt certain
provisions of the City Code in relation to the
Offer;
*Jugiong vineyard* the Jugiong Vineyard located over two blocks of
land
totaling 650 acres comprising the Wirrilla
Homestead and Wirrilla Point Block, with 475
acres under vines;
*New YRMN Common Shares* new YRMN Common Shares to be allotted and
issued,
credited as fully paid, to the ADSL
Shareholders other than the ADSL Director
Shareholders as consideration under the Offer;
*New YRMN Preferred Shares* Series A Convertible Preferred Stock of
Yarraman, par
value $.001 per share, each share carrying the
rights of ten YRMN Common Shares and
automatically convertible into ten YRMN Common
Shares upon the granting by YRMN of the
Additional Authority to be allotted and issued,
credited as fully paid, to the ADSL Director
Shareholders as consideration under the Offer;
*New YRMN Shares* together the New YRMN Common Shares and the
YRMN
Preferred Shares;
*Offer* the offer by YRMN to acquire the entire issued
and to be
issued share capital of ADSL on the terms and
subject to the conditions set out in the Offer
Document and the Form of Acceptance and, where
the context so requires, any subsequent
revision, variation, extension or renewal
thereof;
*Offer Document* the offer document in relation to the Offer
dated 27
December 2008;
*Pink Sheets* the Pink Sheets is a centralized quotation
service that
collects and publishes market maker quotes for
OTC securities in real time. Pink Sheets is a
nexus of OTC dealer markets that enhances price
transparency in the OTC markets so investors
can more efficiently buy and sell OTC
securities. Pink Sheets is owned and operated
by Pink OTC Markets Inc.;
*Second Announcement* an updating announcement relating to the Offer
released to
a Regulatory Information Service on 31 October
2008;
*USA* or *U.S.* United States of America;
*US$* United State dollars, the official currency of
the USA;
*Yarraman* or *YRMN* Yarraman Winery Inc., a company registered in
Nevada,
USAwhose address is at 700 Yarraman Road,
Wybong, Upper Hunter Valley, New South Wales,
Australia 2333;
*YRMN Board* the board of directors of YRMN;
*YRMN Common Shares* shares of common stock of Yarraman, par value
$.001 per
share;
*YRMN Directors* the Directors of YRMN as at the date of this
document,
being the persons whose names are set out in
Part II of the Offer Document and *YRMN
Director* means any one of them.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPUUGPUPUPRGUG
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