Acquisition and PlacingUpdate
Blavod Black Vodka PLC
23 December 2003
NOT FOR RELEASE IN THE UNITED STATES
23 December 2003: For immediate release
Blavod Black Vodka Acquisition Agreed and Placing and Open Offer raises £10
million
EGM to be held on 15 January
Blavod Black Vodka plc ('Blavod' or the 'Company'), the AIM-listed drinks group,
announces that it has conditionally agreed to acquire the business, assets and
liabilities of Extreme Beverage Company, LLC ('Extreme') for an initial
consideration of £2.4 million (based on an issue price of 24.5p per share), to
be satisfied by the issue of 9,851,000 new shares. Up to 12,312,000 additional
consideration shares will be issued to Extreme over a five year period upon the
price of the shares attaining certain thresholds.
In addition, the Company announces that it is raising £10.0 million (before
expenses) for the enlarged group by means of a placing of 40,816,327 new shares
at 24.5p per share, subject to an open offer of 8,209,058 new shares to
qualifying shareholders. These shares are being offered on the basis of 5 open
offer shares for every 9 existing shares. The placing and open offer have been
underwritten by Evolution Beeson Gregory Limited.
The proposed acquisition is classified as 'reverse takeover' under the AIM Rules
by virtue of its size. As such, the acquisition, as well as the placing and
open offer, will be subject to the approval of shareholders which is to be
sought at an extraordinary general meeting to be held on 15 January 2004.
Both the proposed acquisition and the proposed placing and open offer were
originally announced on 8 December 2003. Subject to shareholder approval, the
placing and open offer will raise approximately £10.0 million (before expenses).
This compares to the £8 million originally anticipated and reflects the high
level of demand from investors. These funds will be used to strengthen the
balance sheet of the enlarged group and to fund the costs associated with sales
and marketing, capital expenditure and trade mark protection, as well as funding
debt repayment of approximately US$1 million and general working capital
requirements.
The existing Blavod shares were suspended from trading on AIM on 17 September
2003, but such suspension is expected to cease today on publication of the AIM
admission document in respect of this transaction. Application has been made
for the new initial consideration shares to be issued pursuant to the
acquisition and the new shares to be issued pursuant to the placing and open
offer to be admitted to AIM and the existing Blavod shares to be re-admitted to
AIM, which it is expected will become effective on 20 January 2004. Copies of
the AIM admission document are available at the registered office of the Company
(202 Fulham Road, London SW10 9PJ) and at the offices of Evolution Beeson
Gregory Limited (9th Floor, 100 Wood Street, London EC2V 7AN).
The enlarged company will change its name to Blavod Extreme Spirits plc. As
previously announced, its board will comprise the following:
Allan Shiach, Non-Executive Chairman - the current Non-Executive Chairman of
Blavod, who was previously chairman of Macallan-Glenlivet Plc from 1979 until
1996, helping to establish a highly successful international brand of single
malt whisky, and currently a director of SMG plc.
Jeffrey Hopmayer, Chief Executive - the founder of Extreme two years ago, who
was previously (for over 10 years) President and CEO of Original American
Scones, the then leading bakery/distribution supplier to Starbucks Coffee
Company Worldwide, and which he successfully exited in 1998.
Richard Ambler, Managing Director: International - the current Chief Executive
of Blavod, who previously held senior management positions with IDV, Cinzano
International (part of Diageo) and Mentzendorff & Co.
Fred Read, Finance Director - the current CFO of Extreme, who previously held
senior financial positions at HCA Information Services, Inc., the information
services division of the US's largest healthcare company, and at Private
Business Inc, a company providing services and software to the financial
services industry.
William Philips, Non-Executive Finance Director: International - the current
Non-Executive Finance Director of Blavod, who was previously managing director
of Macallan-Glenlivet Plc and later, Janneau SA (a leading producer of
armagnac).
Lawrence Banks, Non-Executive Director - a current Non-Executive Director of
Blavod, who was previously Deputy Chairman and Chairman of the Corporate Finance
department of Robert Fleming Holdings Limited.
David Falk, Non-Executive Director - the founder of SFX Basketball group, who
has represented many of the NBA's top players, including Michael Jordan and
Patrick Ewing, and also a founding partner in New Urban Entertainment (NUE),
which produces and markets entertainment drawn from the 'urban experience'.
Robert Levin, Non-Executive Director - most recently President, Worldwide
Theatrical Marketing and Distribution of MGM Studios, Inc, and the former
President of Worldwide marketing for both Sony Pictures Entertainment and Walt
Disney Studios.
As part of the arrangements for this transaction, Andrew Napier and David
Wheatley, who will not be directors of the enlarged company, yesterday resigned
as directors of Blavod. The Board wishes to thank them both for their valuable
contribution.
Allan Shiach, Chairman, said: 'We are delighted with the investor response to
our fundraising proposals. With our portfolio of fast-growing brands and
international distribution capability we have a real opportunity to capture a
valuable share of a global market.'
Jeffrey Hopmayer, proposed Chief Executive of the enlarged company, said: 'We
are seeking to create a portfolio of international spirits brands and I am very
excited by our prospects given our new funding.'
For further information:
Craig Breheny, Katya Reynier, Laura Cummings Brunswick 020 7404 5959
Notes to editors
Blavod
Blavod launched its eponymous black vodka in 1998 and has an established UK
sales network with distribution in several major retail outlets, including Asda,
Sainsbury's and Tesco. Its international distribution network has expanded with
success in the worldwide duty free and other key markets including the Russian
Federation.
Extreme
Founded in 2001, Extreme, based near Nashville, Tennessee, is the owner of
Players Extreme, a fast growing spirits brand. Extreme owns the Players Extreme
Vodka, Players Extreme Flavoured Vodkas, Players Extreme Rum, Players Extreme
Flavoured Rums and Players Extreme Gin brands. www.extremebeverage.com
Expected timetable of principal events
Record date for the Open Offer 16 December 2003
Latest time and date for receipt of Proxy Forms 12.00 noon on 13 January 2004
Latest time and date for splitting Application Forms (to 3.00 p.m. on 14 January 2004
satisfy bona fide market claims only)
Extraordinary General Meeting 12.00 noon on 15 January 2004
Latest time and date for receipt of completed Application 3.00 p.m. on 16 January 2004
Forms and payment in full in respect of the Open Offer
Dealings to commence in the new shares on AIM 8.00 a.m. on 20 January 2004
Acquisition expected to be completed 20 January 2004
Delivery in CREST of new shares to be held in uncertificated 8.00 a.m. on 20 January 2004
form
Despatch of definitive share certificates in respect of new by 27 January 2004
shares to be held in certificated form
This announcement does not constitute an offer to sell any securities in the
United States. The issue of the ordinary shares in connection with the
acquisition and the offer and sale of ordinary shares in the placing and open
offer have not been, and will not be, registered under the US Securities Act of
1933, as amended (the 'Securities Act'), and such ordinary shares may not be
offered, sold or delivered to, nor may the open offer be accepted by, any US
Person (as such term is defined under Regulation S under the Securities Act).
This information is provided by RNS
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