Offer Update
14 1월 2009 - 4:00PM
UK Regulatory
TIDMADSL
RNS Number : 5900L
Asia Distribution Solutions Limited
14 January 2009
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
14 January 2009
Offer update
Recommended offer
by
Yarraman Winery Inc. ("YRMN")
for
Asia Distribution Solutions Limited
("ADSL" or the "Company")
On 22 December 2008, the Board of ADSL announced that the Board of YRMN had
confirmed that all of the conditions of the Offer had been either satisfied or
waived and that the Offer was thereby declared unconditional in all respects.
The Board of YRMN also announced that the Offer had been extended for a further
21 days and would remain open for acceptance until 1.00 p.m. (London time) on 9
January 2009.
On 12 January 2009, the Board of ADSL announced that, as at 1.00 p.m. (London
time) on 9 January 2009, YRMN had received valid acceptances of the Offer in
respect of 26,607,124 ADSL Shares, representing approximately 83.2 per cent. of
the existing issued ordinary share capital of ADSL and that the Offer will be
extended for a further 14 days, until 1.00 p.m. (London time) on Friday 23
January 2009 after which date it will close and cease to be capable of further
acceptance unless either: (i) an Independent Competing Bid is announced after
the date of the no extension statement; (ii) an improved Offer (in the
reasonable opinion of the ADSL Board) is posted to ADSL Shareholders.
Save as disclosed in this announcement and in the Offer Document, neither YRMN
nor any person acting in concert with YRMN for the purposes of the Offer is
interested in or has any rights to subscribe for any ADSL Shares nor does any
such person have any short position or any arrangement in relation to ADSL
Shares. For these purposes 'arrangement' includes any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery of, and borrowing or lending of, ADSL Shares. An 'arrangement' also
includes any indemnity or option arrangement and any agreement or understanding,
formal or informal, of whatever nature, relating to ADSL Shares which may be an
inducement to deal or refrain from dealing in such securities. 'Interest'
includes any long economic exposure, whether absolute or conditional, to changes
in the price of securities and a person is treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to securities.
ADSL confirms that application has been made to AIM and AIM has granted a
derogation from Rule 41 to permit the admission of the ordinary shares in the
Company to trading on AIM to be cancelled without the requirement for an
extraordinary general meeting of ADSL Shareholders. It is expected that such
cancellation will become effective at 7.00 a.m. on Thursday 12 February 2009.
Following this, the Company will also apply to be re-registered as a private
company.
YRMN has confirmed to the board of ADSL that it expects to despatch stock
certificates in respect of New YRMN Shares to ADSL Shareholders who had validly
accepted the Offer by 1.00 p.m. on 12 January 2009 within 15 business days.
Shareholders submitting valid acceptances after that date will receive their
stock certificates on a rolling weekly basis thereafter.
Unless stated otherwise, terms defined in the Offer Document have the same
meaning in this announcement.
Enquiries:
+------------------------------------------+------------------------------------+
| Asia Distribution Solutions | +44 (0) 20 7583 8833 |
| Limited | + 852 9025 0988 |
| Michael Kingshott, Executive | |
| Chairman | |
| Steve Wong, Chief Executive | |
| Officer | |
| http://www.asiadistributionsolutions.com | |
+------------------------------------------+------------------------------------+
| | |
+------------------------------------------+------------------------------------+
| Evolution Securities China Limited | +44 (0) 20 7220 4850 |
| (Financial adviser and broker) | |
| Barry Saint | |
| Esther Lee | |
+------------------------------------------+------------------------------------+
| | |
+------------------------------------------+------------------------------------+
| Evolution Securities Limited | +44 (0) 20 7071 4300 |
| (Nominated adviser) | |
| Jeremy Ellis | |
+------------------------------------------+------------------------------------+
The Directors of Yarraman Winery Inc. accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Directors of Yarraman Winery Inc. (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
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 information is provided by RNS
The company news service from the London Stock Exchange
END
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