Distil Regulatory News (DIS)

Blavod Wines and Spirits PLC

("Blavod" or the "Company")

Final Results for the Year Ended 31 March 2013

The Board of Blavod Wines & Spirits plc (AIM: BES), owner of premium drinks brands including Blavod Black Vodka, Blackwood's Gin and Vodka and RedLeg Spiced Rum, is pleased to announce results for the year ended 31 March 2013.

Financial summary 31 March 2013 31 March 2012

(£,000) (£,000)

Sales 3,785 4,580

Operating loss (619) (433)

Key PointsOwned brands

· Contribution increased by 29% year on year from £177k in 2012 to £229k in 2013.

· Owned brand gross profit as a percentage of sales improved from 35% to 48%.

· Successful first year for RedLeg Spiced Rum delivering strong margins and sales from the UK operations and also developing international presence with first major export order to Australian multiple retailer.

· RedLeg wins double gold medal, the highest accolade, at World Spirits Competition in San Francisco.

Post period end:

· Completion of acquisition of Blackwood's Gin and Vodka, Diva and Jago's.

· Three year distribution agreement signed with Hi-Spirits Limited covering UK and Ireland for RedLeg Spiced Rum, Blackwood's Gin and Vodka, Blavod Black Vodka, Jago's Vanilla Vodka Cream Liqueur and Diva Vodka.

· Cessation of distribution agreement with Bruichladdich Distillery Brands.

· Reduction in UK sales and distribution team to deliver estimated annual saving of £325k.

Agency brands

· Reduction in the number of agency brands as focus becomes creation of long term shareholder value through the development of wholly owned brands

 Non recurring expenses

· Operating loss attributable to shareholders for the year amounted to £619k (2012: loss of £433k) of which £299k was attributable to the cost of an acquisition which was not completed and a recurring trading loss of £320k (2012: £433k) related to ongoing activities.

Commenting on the results, Don Goulding, Executive Chairman, said:

" The success we have enjoyed with the launch of RedLeg Spiced Rum this year and the important steps we have taken to re-shape the Company so that it is now more focussed on developing its own brands means we are better positioned to create shareholder value. The global market for premium spirits remains positive with a continued emphasis and interest in flavours, special editions and packaging developments for established brands. As a result, we believe there is a healthy gap in the market for well positioned, high quality new brands and we will devote our cumulative skills and experience to develop our own brands to fill this gap and to get the industry and public recognition that could transform the fortunes of the Group "

Extracts of the financial results appear below and the full version of the Company's annual report and accounts has been posted to shareholders and is available on the Company's website.

The Company also announces that its 2013 Annual General Meeting will be held at midday on 30 September 2013 at the offices of Ronaldsons LLP, 55 Gower Street, London, WC1E 6HQ. The GM notice has been posted to shareholders and is also available on the Company's website.

Enquiries:

Blavod Wines & Spirits plc

Don Goulding - Executive Chairman Tel +44 207 352 2096

SPARK Advisory Partners Limited (Nominated Adviser)

Neil Baldwin Tel +44 113 366 2264

Mark Brady Tel +44 113 366 2268

SI Capital (Broker)

Andy Thacker / Nick Emerson Tel +44 1483 413500

CadoganPR

Alex Walters Tel +447771713608

Chairman's Statement

In the twelve months to 31 March 2013 the Group accelerated its efforts to focus the business on achieving long term shareholder value through the development of its higher-margin wholly owned brands.

Whilst it has been challenging to change the fundamental direction of our business away from chasing turnover and being reliant on revenues from UK third party brand distribution, I believe it to be in the best interest of shareholders for the Group to now focus on increasing net profits and building on the strengths of its own brands which are all profitable. Ultimately it will lead to a simpler, lower fixed cost business model which is better able to meet the needs of our distributors and will enable us to devote more time to opening new markets and profitable opportunities for each of our wholly owned brands.

Our strategic goal is to develop a dynamic range of well positioned, well marketed premium brands both domestically and internationally that, in addition to offering strong returns, are highly attractive to larger players in our industry. There are numerous examples of brand acquisition throughout our industry; a successful brand can change hands for multiples of a company's current market valuation. This means that we will focus on achieving increased profits rather than turnover and have been shaping our business accordingly during the last year.

At the start of the financial year we announced the creation of our first new brand: RedLeg Spiced Rum. Initially launched in a relatively small test market in the UK it has subsequently expanded successfully into broader distribution following positive consumer and trade response. I am pleased to report that this brand has continued to grow in popularity during the year and although creating new to world brands takes time, once sales are established they do offer strong margins and therefore long term value to shareholders. RedLeg fulfilled its first major export order into the Australian market in March 2013 and also won a double gold medal, the highest accolade, at this year's prestigious World Spirits Competition in San Francisco. Innovation is of paramount importance in the drinks industry, so we are very pleased with the market's early reaction to a high quality product that was developed in-house at relatively low cost.

During the year we explored several ways to step change the size and breadth of our owned brands portfolio through acquisition as this would enhance shareholder value. In the summer of 2012 one such opportunity was identified and actively pursued for some time, however in the end talks were terminated as a result of several issues being identified within the target company which could not be resolved.

In October 2012 the Group successfully raised £1.2m through a private placing and also converted £0.4m of convertible loan notes into equity, with the bulk of the proceeds meeting a number of legacy obligations and financing the completion of the acquisition of the Blackwood's, Jago's and Diva brands, as well as the launch of the RedLeg Spiced Rum brand and the rebranding of Blackwood's Gin and Vodka which are currently in the process of being relaunched with enhanced flavour profiles. We believe we will quickly recognise the value from bringing these brands fully under the Group's ownership.

In summary, the global market for premium spirits remains positive with a continued emphasis and interest in flavours, special editions and packaging developments for established brands. There exists a healthy gap in the market for well positioned, high quality new brands. Accordingly, the Directors and management will devote their cumulative skills and experience to development of brands that, with adequate industry and public recognition, could transform the fortunes of the Group and its shareholders.

D.Goulding

Executive Chairman3 September 2013

Directors' Report

Principal activities and business review

The Parent company acts as a holding company for the entities in the Blavod Wines and Spirits Group. The principal activity of the Group throughout the period under review was the marketing and selling of Blavod Black Vodka, Blackwood's Gin and Vodka and its new brand RedLeg Spiced Rum domestically and internationally and a number of agency brands of spirits and wines in the UK.

The results for the 2013 financial year reflect the refocusing of the business on key owned and third party brands, the launch of the new owned brand RedLeg Spiced Rum and the investment in reinstating the volumes of a key agency brand impacted by the loss of a listing in the prior year.

Subsequent events

The following events have taken place since 31 March 2013, each relates to the Group's focus on delivery of long term shareholder value through the marketing development of wholly owned brands:

Cessation of distribution agreement with Bruichladdich Distillery Brands in the UK, effective 1 July 2013

This cessation is a consequence of Blavod's strategy to focus on wholly owned brands. For the year ended 31 March 2013, sales net of duty of the Bruichladdich Distillery Brands contributed £1,044k to turnover and £184k to operating profit before financing costs.

Appointment of a UK distributor

The Group signed a three year distribution agreement with Hi-Spirits Limited on June 1st 2013 for its portfolio of owned brands, including RedLeg Spiced Rum, Blackwood's Gin and Vodka, Blavod Black Vodka, Jago's Vanilla Vodka Cream Liqueur and Diva Vodka covering UK and Ireland. Hi Spirits Limited has a strong track record with significant breadth and depth of coverage across all trade channels to enable effective distribution of our portfolio of owned brands.

This move is designed to allow the Group to focus on brand development in support of the growing network of distributors and innovation.

Overhead cost reduction

The events outlined above means that fewer staff are now required to complete customer orders in the UK and management took the decision in May 2013 to reduce the size of the workforce with the loss of seven staff members from the UK sales and distribution team which will deliver an estimated annual cost saving of £325k.

Acquisition of Blackwood's, Diva and Jago's Brands

In May 2013, the Group completed the acquisition of the Blackwood's Gin and Vodka, Diva and Jago's brands for a total consideration of £50k. The Group had acquired licenses to distribute these brands in May, July and October 2008 respectively. The terms of the Diva and Jago's brands' licenses provided for four year licence terms, now expired, following which the Group has acquired the brands for £1 each. The terms of the Blackwood's licence provided for a profit share with the vendor from the third year post acquisition through to the end of the seventh year and also gave the Group the option to acquire the intellectual property rights at certain pre-specified dates for £1. The Group reached agreement with the vendor for an early exercise of the option for the early acquisition of Blackwood's Gin and Vodka for a cash consideration of £50k. For the year ended 31 March 2013, sales net of duty of Blackwood's Gin and Vodka contributed £305k to turnover and £107k to operating profit.

Result for the year and dividends

The operating loss attributable to shareholders for the year amounted to £619k (2012: loss of £433k). This loss comprises £299k of non¬recurring expenses related to the aborted acquisition and a recurring trading loss of £320k (2012: £433k) which related to ongoing activities.

The Directors' primary focus is to return the Group to a sustainable break even position and ultimately turn to profit.

Each brand is profitable however Group fixed costs required to support the historical portfolio of owned and managed brands, primarily in the UK, has been too high. Since the year end steps have been taken to significantly reduce these costs although the timing of these changes has had to align with meeting the contractual timing obligations for agency brands.

Key performance indicators

The Group monitors progress with particular reference to the following key performance indicators:

• Contribution defined as gross margin less advertising and promotional costs

Contribution from owned brands increased by 29% year on year from £177k in 2012 to £229k in 2013. This was due to the Group's active withdrawal from a number of breakeven long term volume deals which had been supported by advertising and promotional expense. RedLeg is also making a positive contribution in its first year. In addition, since December 2011, Blavod Black Vodka has been produced, distributed and marketed in continental Europe under licence by WaldemarBehn GmbH. The agreement is working well; this is its first full year and net contribution has improved.

For continuing agency brands contribution increased by 30% year on year as margins were carefully managed and volumes increased.

• Sales volume versus prior year

Total volume in litres declined by 7% when taking into account agency brands that were actively managed out of the business.

Owned brand volumes decreased 13% year-on-year. The key reasons for this included the withdrawal from unprofitable long-term arrangements with certain customers and the re-phasing of export order volumes. Both of these situations were partly offset by the successful introduction of RedLeg Spiced Rum.

Continuing agency brands volumes increased by 19%, primarily due to improved product listings with major UK customers. The active transfer of agency brands with reduced profitability out of the business meant that combined agency brand volumes including 12 discontinued brands was down 3%.

• Combined sales turnover versus previous year

For owned brands this decreased by 26% year on year, a key component of the reduction being the increase in sales through our licensing agreement with Waldemar Behn GmbH where we now capture the profit but not the related turnover within our report.

Continuing agency brand sales net of duty increased by 8% year-on-year, with turnover lagging the volume increased due to mix change and promotional discounting to support new grocery listing.

• Gross margin versus previous year

This remained constant at 23%.

Owned brand gross profit as a percentage of sales improved from 35% to 48%. This was due to the launch of RedLeg Spiced Rum, the withdrawal from volume enhancing breakeven deals and price increases which were, and are steadily continuing to be, implemented in key markets.

Continuing agency brand gross margin remained consistent at 18% of sales in both years.

We also closely monitor both the level of and the value derived from our advertising and promotional costs and other administrative expenses.

Advertising and promotional costs reduced by £140k to £177k, (2012: £317k). £37k of this reduction related to discontinued agency brands and £53k to continuing agency brands where certain non-performing price deals in the prior year were not repeated. The balance of the saving related to owned brands where the RedLeg development had been completed in the prior year, the WaldemarBehn GmbH agreement transferred advertising and promotional cost across to them and also a reduction in promotional discounts supporting break even volume deals.

Other administrative expenses including overheads fell by 10% or £115k over the prior year to £1,011k (2012: £1,126k).

Directors

The directors of the Company who served during the year and/or up to the date of this report are as follows:

S. Bertolotti

D. Goulding

M. Quinn

Future developments

As highlighted above, the Group has historically carried a large proportion of its overheads as fixed costs. The effect of reducing overheads as highlighted in subsequent events will enable annual cost reduction in the amount of £325k. The Group will focus on further enhancing these savings in the year ahead.

Diva Vodka and Jago's Vanilla Cream Liqueur having recently come into full ownership of the Group are planned to be relaunched in the next twelve months.

Qualifying third party indemnity provision

During the financial year, a qualifying third party indemnity provision for the benefit of the directors was in force.

Principal risks and uncertainties

The management of the business and the nature of the Group's strategy are subject to a number of risks. The directors have set out below the principal risks facing the business.

The directors are of the opinion that a thorough risk management process is adopted which involves the formal review of all the risks identified below. Where possible processes are in place to monitor and mitigate such risks.

Going concern

The Group incurred a consolidated loss of £738k during the year under review, this result included £299k of non-recurring expenditure related to an aborted acquisition. The Group also made a recurring loss of £439k. Since the year end the Group has taken a number of steps to refocus and change the shape of the business in order to create sustainable profitability. These steps are outlined in note 3 of the accounts and include the outsourcing of the distribution of its owned brands in the UK to Hi-Spirits Limited, the redundancy of seven staff together with further reduction in the distribution of third party brands. These changes will reduce overhead and financing costs of the Group going forward. Whilst the directors have introduced these measures to create sustainable profitability, these circumstances create uncertainties over future trading results and cash flows until fully established.

The Group has prepared detailed three year forward forecasts for the business in its new format based on existing markets and has also reviewed the existing invoice discounting arrangement and creditor payment terms in detail. These forecasts have been prepared on a prudent basis without reliance on major new customers and markets although these are anticipated. However, should there be significant variances in the forward forecast sales volumes within the existing markets as a result of the uncertainties arising from a change in the business model described above, the Group may be required to seek additional working capital facilities while the recent changes to the business establish themselves. In the meantime the Group is pursuing measures to conserve funds through the rephasing of some cash expenditure over the next twelve months. Other measures are being considered, which may include initiating future fund raisings, however, no commitment has been obtained for these options.

The directors have concluded that the combination of these circumstances represent a material uncertainty that may cast significant doubt upon the Group's ability to continue as a going concern. Nevertheless after making enquiries, and considering the uncertainties described above, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing the annual report and accounts.

Economic downturn

The success of the business is reliant on consumer spending. An economic downturn, resulting in reduction of consumer spending power, will have a direct impact on the income achieved by the Group.

In response to this risk, senior management aim to keep abreast of economic conditions. In cases of severe economic downturn, marketing and pricing strategies will be modified to reflect the new market conditions.

High proportion of fixed overheads and variable revenues

A large proportion of the Group's overheads are fixed. There is the risk that any significant changes in revenue may lead to the inability to cover such costs.

Senior management closely monitor fixed overheads against budget on a monthly basis and cost saving exercises are implemented when there is an anticipated decline in revenues.

Competition

The market in which the Group operates is highly competitive. As a result there is constant downward pressure on margins and the additional risk of being unable to meet customer expectations. Policies of constant price monitoring and ongoing market research are in place to mitigate such risks.

Failure to ensure brands evolve in relation to changes in consumer taste

The Group's products are subject to shifts in fashions and trends, and the Group is therefore exposed to the risk that it will be unable to evolve its brands to meet such changes in taste.

The Group carries out regular consumer research on an ongoing basis in an attempt to carefully monitor developments in consumer taste.

Portfolio management

A key driver of the Group's success lies in the mix and performance of the brands which form part of the group's portfolio. The Group constantly and carefully monitors the performance of each brand within the portfolio to ensure that's its individual performance is optimised together with the overall balance of performance of all brands marketed and sold by the Group.

Financial risk management

Details of the Group's financial risk management objectives and policies and its exposure to risks associated with the use of financial instruments are disclosed in note 19 to the financial statements.

Creditor payment policy

The Group does not follow a code or standard on payment practice. Payment terms are normally agreed with individual suppliers at the time of order placement and are honoured, provided that goods and services are supplied in accordance with the contractual conditions. At the year end the Group had creditor days of 46 (2012: 74).

Auditor

Grant Thornton UK LLP has expressed willingness to continue in office. In accordance with section 489(4) of the Companies Act 2006, a resolution to re-appoint Grant Thornton UK LLP as auditor will be proposed at the Annual General Meeting to be held on 30 September 2013.

Approved by the Board of Directors and signed on behalf of the board.

S.Bertolotti

Director

3 September 2013

Consolidated income statement

for the year ended 31 March 2013

2013 2012

£'000 £'000

Revenue 3,785 4,580

Cost of sales (2,908) (3,539)

Gross profit 877 1,041

Administrative expenses:

Advertising and promotional costs (177) (317)

Other administrative expenses (1,011) (1,126)

Depreciation and amortization (9) (9)

Non recurring expenses (299) -

Impairment of intangible assets - (22)

Total administrative expenses (1,496) (1,474)

Operating (loss) (619) (433)

Finance income - 47

Finance expense (119) (115)

(Loss) before tax from continuing operations (738) (501)

Income tax - -

(Loss) for the year (738) (501)

(Loss) per share

Basic (pence per share) (0.40) (0.57)

Diluted (pence per share) (0.40) (0.57)

Consolidated statement of comprehensive income

for the year ended 31 March 2013

2013 2012

£'000 £'000

(Loss) for the year (738) (501)

Other comprehensive income - -

Total comprehensive income for the year (738) (501)

Consolidated balance sheet

as at 31 March 2013

2013 2012

£'000 £'000

Assets

Non-current assets

Property, plant and equipment 17 24

Intangible assets 1,418 1,403

1,435 1,427

Current assets

Inventories 361 334

Trade and other receivables 628 978

Cash and cash equivalents 60 77

Total current assets 1,049 1,389

Total assets 2,484 2,816

Liabilities

Non current liabilities

Borrowings - (375)

Derivative - (1)

- (376)

Current liabilities

Trade and other payables (428) (874)

Finance facility liability (259) (607)

Total current liabilities (687) (1,481)

Total liabilities (687) (1,857)

Net assets 1,797 959

Equity

Equity attributable to equity holders of the parent

Share capital 1,096 878

Share premium 1,358 -

Shares to be issued 12 12

Retained (deficit)/earnings (669) 69

Total equity 1,797 959

The financial statements were approved by the Board of Directors on 3 September 2013 and were signed on their behalf by:

D. Goulding S. Bertolotti

Director Director

Consolidated statement of changes in equity

for the year ended 31 March 2013

Share Share Shares to be Retained Total

capital premium issued earnings equity

£'000 £'000 £'000 £'000 £'000

Balance at 31 March 2011and 1 April 2011 878 - 51 526 1,455

Share basedpayment charge - - 5 - 5

Lapsed/forfeited shareoptions - reclassificationto retained earnings - - (44) 44 -

Transactions with owners - - (39) 44 5

(Loss) for the year andtotal comprehensiveincome - - - (501) (501)

Balance at 31 March2012 and 1 April 2012 878 - 12 69 959

Issue of ordinaryshares at a premium 218 1,358 - - 1,576

Transactions with owners 218 1,358 - - 1,576

(Loss) for the year andtotal comprehensiveincome - - - (738) (738)

Balance at 31 March 2013 1,096 1,358 12 (669) 1,797

Consolidated cash flow statement

for the year ended 31 March 2013

2013 2012

£'000 £'000

Cash flows from operating activities

(Loss) before tax (738) (501)

Adjustments for:

Finance income - (47)

Finance expense 119 115

Depreciation 9 9

Impairment of intangible assets - 22

Profit on sale of intangible assets - (1)

Loss on disposal of property, plant and equipment - 1

Share-based payment - 5

(610) (397)

Movements in working capital

(Increase)/decrease in inventories (27) 249

Decrease in trade and other receivables 350 510

(Decrease) in trade payables (446) (49)

Cash (used in)/generated by operations (123) 710

Net finance expense (58) (90)

Net cash (used in)/generated by operating activities (791) 223

Cash flows from investing activities

Purchase of property, plant and equipment (2) (5)

Expenditure relating to the acquisitionof licences and trade marks (15) (47)

Proceeds from the disposal of licences and trade marks - 3

Net cash (used in) investing activities (17) (49)

Cash flows from financing activities

Proceeds from issue of shares net of issue costs 1,139 -

Net cash (repaid to) finance facility (348) (133)

Net cash generated by/(used in) financing activities 791 (133)

Net (decrease)/increase in cash and cash equivalents (17) 41

Cash and cash equivalents at beginning of year 77 36

Cash and cash equivalents at end of year 60 77

Notes to the consolidated financial statements

for the year ended 31 March 2013

1 Basis of preparation and summary of significant accounting policies

The consolidated financial statements are for the twelve months ended 31 March 2013. They have been prepared in accordance with the requirements of International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The financial statements have been prepared under the historical cost convention. The measurement bases and principal accounting policies of the Group are set out below.

These consolidated financial statements are presented in Pounds Sterling (£), which is also the functional currency of the parent company. Unless otherwise stated, all amounts are given in round £'000s.

Blavod Wines and Spirits plc is the Group's ultimate parent company. The company is a public limited company incorporated and domiciled in the United Kingdom. The address of Blavod Wines and Spirits plc's registered office and its principal place of business is 3rd Floor, Cardinal House, 39/40 Albemarle Street, London W1S 4TE.

These results are audited, however, the financial information does not constitute statutory accounts as defined under section 434 of the Companies Act 2006. The consolidated balance sheet at 31 March 2013 and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for the year then ended have been extracted from the Group's 2013 statutory financial statements upon which the auditor's opinion is unqualified, with an emphasis of matter paragraph on going concern.

The financial information for the year ended 31 March 2012 has been derived from the Group's statutory accounts for that year, as filed with the Registrar of Companies. Those statutory accounts, which contain an unqualified audit report, with an emphasis of matter paragraph on going concern, did not contain any statement under section 498 of the Companies Act 2006.

Going concern

The Group incurred a consolidated loss of £738k during the year under review, this result included £299k of non-recurring expenditure related to an aborted acquisition. The Group also made a recurring loss of £439k. Since the year end the Group has taken a number of steps to refocus and change the shape of the business in order to create sustainable profitability. These steps are outlined in note 3 of the accounts and include the outsourcing of the distribution of its owned brands in the UK to Hi-Spirits Limited, the redundancy of seven staff together with further reduction in the distribution of third party brands. These changes will reduce overhead and financing costs of the Group going forward. Whilst the directors have introduced these measures to create sustainable profitability, these circumstances create uncertainties over future trading results and cash flows until fully established.

The Group has prepared detailed three year forward forecasts for the business in its new format based on existing markets and has also reviewed the existing invoice discounting arrangement and creditor payment terms in detail. These forecasts have been prepared on a prudent basis without reliance on major new customers and markets although these are anticipated. However, should there be significant variances in the forward forecast sales volumes within the existing markets as a result of the uncertainties arising from a change in the business model described above, the Group may be required to seek additional working capital facilities while the recent changes to the business establish themselves. In the meantime the Group is pursuing measures to conserve funds through the rephasing of some cash expenditure over the next twelve months. Other measures are being considered, which may include initiating future fund raisings, however, no commitment has been obtained for these options.

The directors have concluded that the combination of these circumstances represent a material uncertainty that may cast significant doubt upon the Group's ability to continue as a going concern. Nevertheless after making enquiries, and considering the uncertainties described above, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing the annual report and accounts.

Copies of the Report and Accounts will be sent to shareholders shortly and will available on the Company's website www.blavodwinesandspirits.com and from the Company's registered office 3rd Floor, Albemarle Street, London W1S 4TE.