Distil Regulatory News (DIS)

16 Jan 2007 12:38

Blavod Extreme Spirits PLC16 January 2007 Blavod Extreme Spirits plc ("the Company" or "Blavod") 16 January 2007 Blavod Extreme Spirits USA, Inc. Converts Debt Blavod Extreme Spirits plc (LSE:BES), announced that per the terms of its creditfacility with Laurus Master Fund Limited ("Laurus"), the Company and Laurus havedecided to convert $500,000 worth of the outstanding balance on its creditfacility to equity, at the price of £0.1375 per share. This will result in theissue of 1,866,908 new ordinary shares at an exchange rate of $1.959.Consequently, Laurus will hold 2.55 per cent of the diluted share capital. Under the Takeover Code, the issue of new shares during an offer period isnormally considered to be frustrating action. However, in this instance, thepotential offeror has consented to the debt-to-equity transaction and confirmedthat it does not alter its current minimum offer price of 17.97p per share, asannounced on 28 November 2006. As announced on 9 June 2006 the provisions of the agreement with Laurus haveconditions attached that restrict Laurus from owning anymore than 2.99 per centof the ordinary share capital of the Company, prohibit Laurus from lending stockor holding a short position in the Company's shares and other provisions thatdetermine how Laurus may hold those shares that it acquires from time to time. Tony Murphy, Chief Financial Officer of Blavod commented, "Converting at thistime gives us flexibility as we approach the year end and move forward intoJanuary." As a result of the above transaction, the Company's new issued share capital is73,246,608 shares. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if anyperson is, or becomes, 'interested' (directly or indirectly) in 1% or more ofany class of 'relevant securities' of Blavod, all 'dealings' in any 'relevantsecurities' of that company (including by means of an option in respect of, or aderivative referenced to, any such 'relevant securities') must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the 'offer period'otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an 'interest' in 'relevantsecurities' of Blavod, they will be deemed to be a single person for the purposeof Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevantsecurities' of Blavod by the Company, or by any of its 'associates', must bedisclosed by no later than 12.00 noon (London time) on the London business dayfollowing the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevantsecurities' 'dealings' should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk . 'Interests in securities' arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an 'interest' byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a 'dealing' under Rule 8, you should consult the Panel. Disclosure in accordance with Rule 2.10 of the City Code: In accordance with Rule 2.10 of The City Code on Takeovers and Mergers, theCompany confirms that, at the close of business on 12 January 2007, theCompany's issued share capital consisted of 73,246,608 ordinary shares of 1pence each. The ISIN reference number for these securities is GB0030164023. Brewin Dolphin Securities Limited ('Brewin Dolphin'), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingfor Blavod and no-one else in connection with the matters referred to herein andwill not be responsible to anyone other than Blavod for providing theprotections afforded to clients of Brewin Dolphin or for giving advice inrelation to such matters. Enquiries: Jeff Hopmayer 001 615 771 9111Blavod Mark Brady 011 3241 0129Keith Williams 011 3241 0186Brewin Dolphin Notes to Editors: Blavod Extreme Spirits plc (LSE: BES), is an international spirits company basedin London with U.S. offices in Franklin, Tennessee. Formed by the 2003 mergerof Blavod Black Vodka plc and Extreme Beverage Company, Blavod Extreme Spiritsproduces and sells its black-coloured vodka, aptly called Blavod, throughout theworld. BES also produces and sells the award-winning, intensely flavoured lineof Players Extreme vodkas and rums. In the United States, BES is the exclusivedistributor of an elite wine portfolio of fine Italian wines, as well as theaward winning El Diamante del Cielo tequilas. For more information on thecompany, please visit: www.blavodextreme.com. This information is provided by RNS The company news service from the London Stock Exchange