Stock Spirits Group PLC - RECOMMENDED CASH OFFER
The board of directors of Sunray Investments Luxembourg S.à r.l. ("Bidco"), a company to be owned as of the Effective Date by certain funds ("CVC Funds") advised by affiliates of CVC Advisers Limited, and the board of directors of Stock Spirits Group PLC ("Stock Spirits") announce that they have reached agreement on the terms of a recommended cash offer by which the entire issued and to be issued ordinary share capital of Stock Spirits will be acquired by Bidco.
· Under the terms of the Offer, each Scheme Shareholder will receive:
for each Stock Spirits Share, 377 pence in cash
valuing Stock Spirits' existing issued and to be issued ordinary share capital at approximately £767 million on a fully diluted basis.
· The price of 377 pence per Stock Spirits Share represents:
· a premium of approximately 41 per cent. to the Closing Price of 268 pence per Stock Spirits Share at the close of business on 11 August 2021, the last business day before this announcement; and
· a premium of approximately 42 per cent. to the volume-weighted average price of 266 pence per Stock Spirits Share for the three-month period ended on 11 August 2021, the last business day before this announcement.
· If, after the date of this announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the Stock Spirits Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Offer at such date by an amount up to the amount of such dividend and/or distribution and/or return of capital. In such circumstances, Stock Spirits Shareholders would be entitled to retain any such dividend and/or other distribution and/or other return of capital.
RM-SYSTÉM, česká burza cenných papírů a.s.
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