PRESS ANNOUNCEMENT
ISSUED BY
LASCELLES, deMERCADO & CO. LIMITED
1. The Board of Directors of Lascelles, deMercado & Co. Limited (“Lascelles” or “the Company”) hereby announces that it received, after close of business yesterday, an Offer from Angostura Limited (“Angostura”) to acquire all the ordinary stock units and all of the 6% preference stock units issued by Lascelles except such stock units that are currently held by Calla Lilly Holdings Limited (being 9,515,980 ordinary shares and 50,000 15% preference shares) and Snowdown (2007) Limited (being 4,972 6% preference shares). The Offer Price for each ordinary stock unit is US$10.65 payable as to US$4.50 (“the Cash Portion”) within fourteen (14) days after close of the Offer and US$6.15 (“the Deferred Portion”) payable on January 28, 2011 (“Deferred Payment Date”). In respect of the 6% preference stock units the Offer price is US$0.30 of which US$0.20 is payable within 14 days after close of the Offer and the balance, US$0.10, is payable on January 28, 2011.
2. Under the terms of the Offer Angostura has the right to prepay, on certain specified dates, the Deferred Portion of the Offer Price (i.e.US$6.15) in respect of the ordinary shares and the 6% preference shares. If that right is exercised, the Deferred Portion in respect of the ordinary shares (but not the 6% preference shares) will be discounted (in accordance with a Discount Schedule attached to the Offer) to take account for early payment.
3. The Offer will open for Acceptance on December 18, 2007 and, unless extended, will close on January 28, 2008. Angostura is expected to send a copy of the Offer to each Lascelles stockholder and within seven (7) days, the Directors of Lascelles will issue and publish in the Press, a Directors’ Circular.
4. The Offer document discloses that George Ashenheim and William McConnell, (Chairman and Managing Director respectively of Lascelles) in their capacity as shareholders of Calla Lilly Holdings Limited (“Calla Lilly”) have entered into a Bid Inducement Agreement with Angostura. Pursuant to that Agreement, George Ashenheim and William McConnell have agreed to sell their shares in Calla Lilly to Angostura for a nominal J$1 for each of the two (2) issued shares if Angostura:
(i) makes the Offer to Lascelles shareholders (excluding Calla Lilly and Snowdown (2007) Limited) at the Offer Price stated above and otherwise on the terms of the Offer Letter sent by Angostura;
(ii) closes the bid no later than January 28, 2008; and
(iii) completes the transaction by paying the Deferred Portion of the Offer Price by January 28, 2011.
5. At the time of the transfer of Calla Lilly to Angostura, Calla Lilly must still hold all of the 9,515,980 ordinary shares and the 50,000 15% cumulative preference shares which it currently holds. In order to secure Angostura’s right under the Agreement, the shares in Calla Lilly, together with blank shares transfers executed in favour of Angostura, will be deposited with Citibank N.A. as Escrow Agent under an Escrow Agreement The effect of structuring the transaction in this way is that approximately US$95 million (representing the value based on the Offer Price attributable to the Lascelles shares held by Calla Lilly) has been given up by Calla Lilly so that the price placed on the Company by Angostura will be divided pro rata among the 86,484,020 ordinary shares held by the other shareholders of the Company, excluding Calla Lilly and Snowdown.
6. In order to create a sufficiently strong incentive on the part of Angostura to make the Offer to the other shareholders of Lascelles at the price and on the terms stated above and to pay the Cash Portion of the purchase price, Angostura entered into a Break Fee Agreement with Calla Lilly whereby it agreed to pay a break fee of US$10 million to Calla Lilly if Angostura:
(i) fails to make the bid by December 18, 2007;
(ii) makes the bid at a price or on terms which differed materially from those agreed with Calla Lilly for the benefit of all other Lascelles’ shareholders;
(iii) fails to close the bid by January 31, 2008;
(iv) fails, after close of the bid, to pay the Cash Portion for the shares tendered within fourteen (14) days of the Offer; or
(v) fails to indemnify Calla Lilly in respect of certain expenses incurred by Calla Lilly in connection with the transfer to Calla Lilly and Snowdown of the shares which they both currently hold, which shares were previously held by Snowdon Limited.
7. Because a part of the purchase price will be payable by Deferred Payment which is scheduled to occur no later than January 28, 2011, shares tendered in response to the Offer, will be held in escrow by Citibank N.A. pursuant to a Stockholders’ Protection Deed. If the Deferred Portion of the purchase price is not paid when due (subject to days of grace) the deal will be cancelled and shares tendered will be returned to shareholders and the Cash Portion already paid will be forfeited. In addition, dividends paid up to the Deferred Payment Date on the shares tendered to Angostura in response to the Offer will be held in a escrow bank account at Citibank N.A. and will be returned to the relevant accepting stockholders if Angostura fails to pay the Deferred Portion of the Offer Price, as agreed.
8. The Company has summoned a board meeting to be held this afternoon at which the Offer will be considered. The Company will issue and publish in the Press a Directors’ Circular no later than December 27, 2007.
9. In order to address possible postal delays at this time of the year, additional Offer Circulars will be deposited at the offices of Mayberry Investments Limited, the principal receiving agent, and at the offices of other licensed security dealers.
CONTACT PERSON:
Name Contact Numbers
Mrs. Jane George 926 9007
December 19th, 2007
PRESS ANNOUNCEMENT
ISSUED BY
LASCELLES, deMERCADO & CO. LIMITED
1. The Board of Directors of Lascelles, deMercado & Co. Limited (“Lascelles” or “the Company”) hereby announces that it received, after close of business yesterday, an Offer from Angostura Limited (“Angostura”) to acquire all the ordinary stock units and all of the 6% preference stock units issued by Lascelles except such stock units that are currently held by Calla Lilly Holdings Limited (being 9,515,980 ordinary shares and 50,000 15% preference shares) and Snowdown (2007) Limited (being 4,972 6% preference shares). The Offer Price for each ordinary stock unit is US$10.65 payable as to US$4.50 (“the Cash Portion”) within fourteen (14) days after close of the Offer and US$6.15 (“the Deferred Portion”) payable on January 28, 2011 (“Deferred Payment Date”). In respect of the 6% preference stock units the Offer price is US$0.30 of which US$0.20 is payable within 14 days after close of the Offer and the balance, US$0.10, is payable on January 28, 2011.
2. Under the terms of the Offer Angostura has the right to prepay, on certain specified dates, the Deferred Portion of the Offer Price (i.e.US$6.15) in respect of the ordinary shares and the 6% preference shares. If that right is exercised, the Deferred Portion in respect of the ordinary shares (but not the 6% preference shares) will be discounted (in accordance with a Discount Schedule attached to the Offer) to take account for early payment.
3. The Offer will open for Acceptance on December 18, 2007 and, unless extended, will close on January 28, 2008. Angostura is expected to send a copy of the Offer to each Lascelles stockholder and within seven (7) days, the Directors of Lascelles will issue and publish in the Press, a Directors’ Circular.
4. The Offer document discloses that George Ashenheim and William McConnell, (Chairman and Managing Director respectively of Lascelles) in their capacity as shareholders of Calla Lilly Holdings Limited (“Calla Lilly”) have entered into a Bid Inducement Agreement with Angostura. Pursuant to that Agreement, George Ashenheim and William McConnell have agreed to sell their shares in Calla Lilly to Angostura for a nominal J$1 for each of the two (2) issued shares if Angostura:
(i) makes the Offer to Lascelles shareholders (excluding Calla Lilly and Snowdown (2007) Limited) at the Offer Price stated above and otherwise on the terms of the Offer Letter sent by Angostura;
(ii) closes the bid no later than January 28, 2008; and
(iii) completes the transaction by paying the Deferred Portion of the Offer Price by January 28, 2011.
5. At the time of the transfer of Calla Lilly to Angostura, Calla Lilly must still hold all of the 9,515,980 ordinary shares and the 50,000 15% cumulative preference shares which it currently holds. In order to secure Angostura’s right under the Agreement, the shares in Calla Lilly, together with blank shares transfers executed in favour of Angostura, will be deposited with Citibank N.A. as Escrow Agent under an Escrow Agreement The effect of structuring the transaction in this way is that approximately US$95 million (representing the value based on the Offer Price attributable to the Lascelles shares held by Calla Lilly) has been given up by Calla Lilly so that the price placed on the Company by Angostura will be divided pro rata among the 86,484,020 ordinary shares held by the other shareholders of the Company, excluding Calla Lilly and Snowdown.
6. In order to create a sufficiently strong incentive on the part of Angostura to make the Offer to the other shareholders of Lascelles at the price and on the terms stated above and to pay the Cash Portion of the purchase price, Angostura entered into a Break Fee Agreement with Calla Lilly whereby it agreed to pay a break fee of US$10 million to Calla Lilly if Angostura:
(i) fails to make the bid by December 18, 2007;
(ii) makes the bid at a price or on terms which differed materially from those agreed with Calla Lilly for the benefit of all other Lascelles’ shareholders;
(iii) fails to close the bid by January 31, 2008;
(iv) fails, after close of the bid, to pay the Cash Portion for the shares tendered within fourteen (14) days of the Offer; or
(v) fails to indemnify Calla Lilly in respect of certain expenses incurred by Calla Lilly in connection with the transfer to Calla Lilly and Snowdown of the shares which they both currently hold, which shares were previously held by Snowdon Limited.
7. Because a part of the purchase price will be payable by Deferred Payment which is scheduled to occur no later than January 28, 2011, shares tendered in response to the Offer, will be held in escrow by Citibank N.A. pursuant to a Stockholders’ Protection Deed. If the Deferred Portion of the purchase price is not paid when due (subject to days of grace) the deal will be cancelled and shares tendered will be returned to shareholders and the Cash Portion already paid will be forfeited. In addition, dividends paid up to the Deferred Payment Date on the shares tendered to Angostura in response to the Offer will be held in a escrow bank account at Citibank N.A. and will be returned to the relevant accepting stockholders if Angostura fails to pay the Deferred Portion of the Offer Price, as agreed.
8. The Company has summoned a board meeting to be held this afternoon at which the
Offer will be considered. The Company will issue and publish in the Press a Directors’ Circular no later than December 27, 2007.
9. In order to address possible postal delays at this time of the year, additional Offer Circulars will be deposited at the offices of Mayberry Investments Limited, the principal receiving agent, and at the offices of other licensed security dealers.
CONTACT PERSON:
Name Contact Numbers
Mrs. Jane George 926 9007
December 19th, 2007
