BIDDER’S STATEMENT
OFF-MARKET OFFER
By Casella Wines Pty Limited ABN 96 060 745 315
to acquire all of your ordinary shares
in Peter Lehmann Wines Limited ABN 53 059 347 910
This is an important document and requires your immediate attention. If you are
in any doubt as to how to deal with this document, you should consult your
broker or financial, legal or other professional adviser as soon as possible
Please call 1300 393 098 (toll free callers within Australia) or +61 3 9415 4161 (callers
outside Australia) if you have any questions or require assistance
Casella Wines Pty Limited
ABN 96 060 745 315
Head Office
Wakley Road
YENDA NSW 2681
T: +61 2 6961 3000
F: +61 2 6961 3099
W: www.casellafamilybrands.com
LEGAL ADVISER
FINANCIAL ADVISER
Accept the cash Offer
By Casella Wines Pty Limited ABN 96 060 745 315
To acquire 100% of Your Ordinary Shares in
Peter Lehmann Wines Limited ABN 53 059 347 910
For $1.50 cash for each Ordinary Share
The Directors of Peter Lehmann intend to
recommend you accept the Offer in the
absence of a superior proposal.
Please call 1300 393 098 (toll free callers within Australia) or +61 3 9415
4161 (callers outside Australia) if you have any questions or require
assistance with your acceptance.
Legal Adviser
Financial Adviser
2
KEY DATES
Date of Announcement Date:
12 November 2014
Lodgement of Bidder’s Statement with ASIC
12 November 2014
Offer Opens:
17 November 2014
Offer Closes:*
18 December 2014 at 5.00pm
(Adelaide time)
*These dates may vary as permitted under the Corporations Act 2001 (Cth)
CORPORATE DIRECTORY
Directors of Bidder
Giovanni (John) Casella &
Giuseppe (Joe) Casella
Share Registry for the Offer
(mailing address)
Computershare Investor Services Pty Limited
GPO Box 1326
Adelaide
SA 5001 Australia
Secretary of Bidder
Giovanni (John) Casella
Legal adviser
Barraket Stanton Lawyers
Level 11, 90 Arthur Street
North Sydney
SYDNEY NSW 2060
Registered Office of Bidder
Wakley Road
YENDA NSW 2681
Financial adviser
Roy Spagnolo & Associates
193 Yambil Street
GRIFFITH NSW 2680
Offer Information Line
1300 393 098
(toll free for callers in Australia)
+61 3 9415 4161
(callers outside Australia)
3
IMPORTANT INFORMATION
This document is a Bidder's Statement dated 12 November 2014 given by Casella Wines Pty Limited t/as
Casella Family Brands ABN 96 060 745 315 (Casella) to Peter Lehmann Wines Limited ABN 53 059 347
910 (PLW) under Part 6.5 of Chapter 6 of the Corporations Act 2001 (Cth) (the Corporations Act) and
in compliance with the requirements of sections 636 and 637 of the Corporations Act, in relation to an offmarket bid from Casella to acquire all of the ordinary shares in PLW with the Offer open on 17 November
2014 (the Offer).
Sections 2, 3, 10 and 11 of this Bidder's Statement contain the formal terms of Casella’s Offer and other
information relevant to your decision whether to accept the Offer.
ASIC
A copy of this Bidder’s Statement was lodged with ASIC on 12 November 2014. Neither ASIC nor any of
its officers takes any responsibility for the contents of this Bidder’s Statement.
Investment Advice
The information contained in this Bidder’s Statement does not constitute financial product advice and this
Bidder’s Statement does not take into account the individual investment objectives, financial situation or
particular needs of individual PLW Shareholders. Accordingly, before making a decision whether or not
to accept the Offer you should consult with your financial or other adviser.
Defined Terms
A number of defined terms are used in this Bidder’s Statement. The definitions are in Section 13 of this
Bidder’s Statement.
Forward Looking Statements
This Bidder’s Statement may contain forward looking statements, which have not been based solely on
historical facts, but are rather based on Casella’s current expectations about future events. Such
statements are subject to inherent risks and uncertainties in that they may be affected by a variety of
known and unknown risks, variables and other factors many of which are beyond the control of Casella.
Actual events or results may differ materially from the events or results expressed or implied in any
forward looking statement.
None of Casella, its officers or any person named in this Bidder’s Statement with their consent or any
person involved in the preparation of this Bidder’s Statement make any representation or warranty
(express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any
events or results (express or implied) in any forward looking statement, except to the extent required by
law. You are cautioned not to place undue reliance on any such statement.
The forward looking statements in this Bidder’s Statement reflect views held only as at the date of this
Bidder’s Statement.
Casella Details
Casella is a proprietary limited company with the registered address of Wakley Road, Yenda, NSW 2681.
Information
about
Casella
may
also
be
obtained
from
Casella’s
website
at
www.casellafamilybrands.com.
Privacy
Personal information relating to your PLW Shares will be collected by Casella in accordance with its
rights under the Corporations Act. Casella will share this information with its advisers and service
providers when necessary for the purpose of this Offer. Casella and its advisers and service providers
will use the information solely for the purpose relating to the Offer. You can contact the Information Line
4
as set out in the Corporate Directory on page 3 of this Bidder’s Statement if you have any queries about
the privacy practices of Casella.
Time
All references to time in this Bidder’s Statement are in accordance with Adelaide, Australia time.
Further Information
If you have any questions about this Offer or how to accept this Offer, please call the Information Line
detailed in the Corporate Directory on page 3 of this Bidder’s Statement.
5
LETTER TO PLW SHAREHOLDERS
12 November 2014
Dear Shareholders of Peter Lehmann Wines,
On behalf of the directors of Casella Wines Pty Limited t/as Casella Family Brands (Casella Family
Brands), it is a privilege for me to enclose Casella Family Brand’s offer to acquire all of your ordinary
shares in Peter Lehmann Wines Limited (Peter Lehmann).
Casella Family Brands is offering A$1.50 cash per share.
The Offer provides Peter Lehmann Shareholders with the opportunity (through their resulting equity
position in Peter Lehmann) to participate in the accelerated takeover of Peter Lehmann and therefore
granting each Peter Lehmann Shareholder a significant cash return on their long held investment in
what, I consider – is an icon of the Australian wine industry.
Casella Family Brands holds Peter Lehmann, his family and the winery in the highest of regard. The
Casella family is also acutely aware that Peter Lehmann has a precious legacy of values, industry
consciousness and integrity that has been instilled from the days of the founders and is personified by
the current Directors and Management. Values, which the Casella family also live by and operate under.
The legacy is not just a source of great pride, but one in which we - as a fellow Australian winemaking
family; pledge to continue and strengthen.
Accordingly, the Casella Board strongly believes that the proposed Offer presents Peter Lehmann with
the best opportunity to continue the legacy of a great Australian wine making family, and ensure that the
values of “one’s word, being - one’s bond” is not lost in an industry that is becoming increasingly
competitive.
The Offer provides Peter Lehmann Shareholders with an opportunity to sell all of their Shares and realise
their investment in and at an attractive price. This will also enhance job security for existing employees
as well as future job growth for the Barossa.
Conditions
The Offer is subject to a number of Conditions as outlined in Sections 2.6 and 10 of this Bidder’s
Statement.
***
The Bidder’s Statement sets out details of the Offer and the benefits which it provides to the
Shareholders. I urge you to read it carefully, together with the Target’s Statement which will be produced
at a later stage by Peter Lehmann.
The Offer is currently scheduled to open on 17 November 2014 and close at 5pm (Adelaide time) on 18
December 2014, unless extended or withdrawn.
I urge you to read the entirety of this Bidder's Statement carefully and ACCEPT the Offer.
6
To ACCEPT the Offer, you should follow the instructions in the enclosed Acceptance Form. If you have
any questions in relation to the Offer, please contact Computershare Investor Services Pty Limited
between normal business hours.
Yours sincerely,
John Casella
Managing Director
Casella Family Brands
7
1.
WHY YOU SHOULD ACCEPT CASELLA’S OFFER
1.1
Key Reasons
The key reasons why Casella’s Directors believe you should accept the Offer are detailed below in
Section 1.1.1 of the Bidder’s Statement.
1.1.1
Current Position & Prospects
a) Casella’s Offer represents an attractive cash price for your PLW shares considering PLW’s
current financial position.
b) Should Casella’s Offer be successful, it will allow:
i.
ii.
iii.
iv.
1.2
Premium price per share representing significant return on investment;
Ability to realise your investment for cash;
Sustain brand equity and capitalise growth of the PLW brand and wine range both
domestically and internationally adopting the same success approaches used by Casella
for its [Yellowtail] products; and
Long-term job security for existing employees as well as their future employment with
PLW.
No Competing or Superior Offer has emerged
Casella’s Offer is the only Offer that has been announced for PLW’s Shares to date.
1.3
Implications for PLW and PLW Shareholders if Casella fails to reach 90%
The Offer is subject to a minimum acceptance condition. This means that if Casella does not reach the
required 90% acceptance, then the Offer may be revoked.
1.4
Acceptance of the Offer means you will receive your Offer consideration sooner than
through compulsory acquisition
If Casella acquires 90% or more of PLW Shares, Casella intends to rely on the compulsory acquisition
powers in the Corporations Act to seek to acquire the remaining PLW Shares. If this occurs and you did
not accept the Offer, you will receive the Offer consideration for your PLW Shares at the conclusion of
the compulsory acquisition process, which is likely to be one (1) month from the end of the Offer Period.
8
2.
SUMMARY OF THE OFFER FOR YOUR PLW SHARES
This summary of the Offer provides a general overview only and should be read together with the
detailed information set out in the remainder of this Bidder's Statement.
2.1
The Offer
Casella is offering to buy all of your ordinary shares in PLW, by way of an off-market cash takeover offer
opening on 17 November 2014. You may only accept the Offer for all of your Shares that you hold.
If you accept the Offer you will transfer all Rights attaching to your PLW Shares. However, you should
note that Casella does not intend to make any interest payments during the Offer Period, so it is not
expected that you will acquire any Rights to interest (or accrued interest) during that period.
2.2
Offer Price
Casella is offering A$1.50 cash for every PLW Share you hold.
2.3
How to accept Casella’s Offer
You must complete, sign and return the enclosed Acceptance Form in accordance with the Instructions
so that it is received before the end of the Offer Period.
The Offer is scheduled to close at 5pm (Adelaide time) on 18 December 2014, unless extended or
withdrawn in accordance with the Corporations Act.
Valid acceptances (along with your Original Share Certificate for your PLW Shares) must be received in
sufficient time to affect an acceptance of the Offer before the end of the Offer Period (unless the Offer
Period is extended). If you cannot locate your Original Share Certificate, please see Section 11.7 of this
Bidder’s Statement.
Full details on how to accept the Offer are set out in Sections 11.7 of this Bidder’s Statement.
If you have any questions about the Offer or how to accept the Offer, please call Computershare Investor
Services Pty Limited on 1300 393 098 (toll free callers within Australia) or +61 3 9415 4161 (callers
outside Australia) or consult your legal or other financial or professional adviser.
2.4
Delivery and mailing addresses
Please use the reply paid envelope enclosed with this Bidder’s Statement. Alternatively, the mailing
address is:
Computershare Investor Services Pty Limited
GPO Box 1326
Adelaide
SA 5001
Australia
9
2.5
Issue date
If you validly accept the Offer and the contract resulting from your acceptance becomes unconditional,
Casella will pay you cash for your PLW Shares to you on or before the earlier of:
a) one (1) month after the date of your acceptance, or if the Offer is subject to a condition when you
accept it, within one (1) month of the Offer becoming unconditional (whichever is the later); and
b) 21 days after the end of the Offer Period.
Full details of when Casella will pay cash for your PLW shares are set out in Section 11.8(c) of this
Bidder’s Statement.
2.6
Conditions
Conditions of the Offer are set out in full in Sections 2.6 and 10 of this Bidder’s Statement. In summary,
the key conditions of the Offer include:
a)
b)
c)
d)
Casella acquiring at least 90% (by number) of Shares;
there being no regulatory restraints imposed on completion of the Offer;
there being no specified insolvency events in relation to PLW; and
no person being entitled to exercise any material “change of control” rights in relation to PLW as
a result of the Offer.
Casella has discretion to waive any or all of these conditions during the Offer Period, in accordance with
the Corporations Act.
2.7
Status of Conditions
The date for giving the notice on the status of conditions required by section 630(3) of the Corporations
Act is 10 December 2014.
2.8
Compulsory acquisition
If you do not accept the Offer and Casella becomes entitled to acquire your Shares under the
compulsory acquisition provisions of the Corporations Act, Casella intends to use those provisions to
acquire your Shares. In that case, you will have to claim this consideration from Casella and be paid in
cash for your PLW Shares later than those who accept the Offer.
If Casella does become entitled to proceed to compulsory acquisition and sends you a compulsory
acquisition notice in respect of your Shares, you have the right to apply to the Court under section 661E
of the Corporations Act to stop compulsory acquisition of your Shares.
The Court has power to order that your Shares not be compulsorily acquired if (and only if) the Court is
satisfied that the Offer Price is not fair value for your Shares. Section 661E sets out a time limit for you to
make an application to the Court, which will generally be one (1) month after you, are given a compulsory
acquisition notice.
10
2.9
Tax Consequences
Section 9 of this Bidder’s Statement briefly describes the major tax implications for Shareholders in
Australia. Your own personal circumstances may affect your own individual taxation position.
Accordingly, you should read Section 9 of this Bidder’s Statement carefully, taking into account your
personal situation and consult your own professional advisers.
2.10
Further information
If you have further questions in relation to the Offer or how to accept, see Section 3 of this Bidder’s
Statement and/or please call the Information Line detailed in the Corporate Directory.
11
3.
QUESTIONS AND ANSWERS
This Section of this Bidder’s Statement attempts to answer some of the questions which you may have
about the Offer. These answers are intended as a guide only. Further details are provided elsewhere in
this Bidder’s Statement:
QUESTION
ANSWER
Offer Structure
Casella is offering to buy all of your Shares by
way of an off-market takeover.
Casella is offering A$1.50 cash for each Share
you hold.
What is the Offer?
Refer to Sections 10 and 11 of this Bidder’s
Statement for further details.
What are the tax consequences if I accept the
Offer?
Please consult your own professional adviser on
the tax implications of acceptance of the Offer.
However, a general outline of the tax implications
of accepting the Offer are set out in Section 9 of
this Bidder’s Statement.
Reasons to Accept the Offer
Casella’s board believes that Shareholders
should accept the Offer for the following key
reasons (amongst others):
(a) Premium price per share representing
significant return on investment;
(b) Ability to realise investment for cash;
(c) Sustain brand equity and capitalise
growth of the PLW brand and wine range
both domestically and internationally
adopting the same success approaches
Why accept the Offer?
used by Casella for its [Yellowtail]
products; and
(d) Long-term job security for existing
employees as well as their future
employment with PLW.
Refer to Section 1 of this Bidder’s Statement for
further information.
What should I do?
Offer Terms & Conditions
You should:
(a) Read this Bidder’s Statement in full:
(b) Read PLW’s Target Statement in full
(when issued);
(c) Consult your broker, legal, financial or
other professional adviser if you are in
any doubt as to what action to take or
how to accept the Offer; and
(d) To accept the Offer, follow the
instructions set out in Section 11.7 and
on the Acceptance Form.
How do I accept the Offer?
To accept the Offer you should follow the
instructions set out in Section 11.7 of this
Bidder’s Statement. These include (but are not
limited to) providing your Acceptance Form to the
Share Registry, along with your Original Share
Certificates for your PLW Shares. In the event
12
QUESTION
ANSWER
you cannot locate your Original Share Certificate,
you must complete and return the “Lost
Certificate Declaration” form included in your
mail-pack and that can be obtained from the
Share Registry.
For your Acceptance to be valid and effective, it
must be received by the Share Registry before
5.00pm (Adelaide time) on 18 December 2014.
As a Shareholder, you have the following choices
in respect of your PLW Shares:
(a) accept Casella’s Offer for all the PLW
Shares you hold;
What choices do I have as a Shareholder?
(b) sell your PLW Shares (only if you have
not already accepted the Offer); or
(c) do nothing.
Can I accept the Offer for part of my
Shareholding?
No. You cannot accept for part of your
Shareholding. You may only accept the Offer for
ALL of your Shares.
Under the terms of the Offer, you cannot
withdraw your acceptance unless a withdrawal
right arises under the Corporations Act.
Can I withdraw my acceptance?
A withdrawal right will arise for example if, after
you have accepted the Offer, Casella varies the
Offer in a way that postpones, for more than one
(1) month, the time when Casella has to meet its
obligations under the Offer.
If you do not accept the Offer, you will remain a
Shareholder.
What happens if I do not accept the Offer?
If the Conditions of the Offer are satisfied or
waived and Casella becomes entitled to proceed
to compulsory acquisition under the Corporations
Act, Casella intends to proceed to compulsorily
acquire your Shares. If this occurs, you will be
issued cash as payment for the number of
Shares to which you are entitled at the conclusion
of this process.
Yes, you can apply to the Court under Section
661E of the Corporations Act to stop the
compulsory acquisition of your Shares.
Can I object to the compulsory acquisition of my
Shares?
Are there any risks in accepting Casella’s Offer?
The Court has the power to order that your
Shares not be compulsorily acquired in certain
circumstances. See Sections 2.8 and 6.4.1 of this
Bidder’s Statement for more information.
The risks in accepting Casella’s Offer (include but
are not limited to) tax risks depending on the
specific circumstances of each PLW Shareholder
and limited withdrawal rights as PLW
Shareholders will have limited withdrawal rights
with respect to the Offer.
13
QUESTION
When does the Offer close?
Can Casella extend the Offer Period?
ANSWER
The Offer is currently scheduled to close at
5.00pm (Adelaide time) on the Closing Date
(being 18 December 2014), unless it is extended.
Yes, the Offer can be extended at Casella’s
election or otherwise in accordance with the
Corporations Act. You will receive written
notification of any extension of the Offer Period.
Foreign Shareholders who accept the Offer will
be paid cash sale proceeds (less sales costs
including brokerage) of the Shares which they
would otherwise have received.
What if I am a Foreign Shareholder?
Casella has discretion to declare that certain
foreign
Shareholders
are
not
Foreign
Shareholders for the purpose of the Offer.
If I accept the Offer, when will I receive the cash?
Generally, if you accept the Offer, you will be
issued the cash on the number of Shares to
which you are entitled no later than the earlier of:
(a) one (1) month after the Offer is validly
accepted by you, or if the Offer is still
subject to a Condition when accepted,
one (1) month after the Offer becomes
unconditional (whichever is the later);
and
(b) 21 days after the end of the Offer Period.
Will I need to pay brokerage or stamp duty if I
accept the Offer?
There should not be any stamp duty and
brokerage fees payable. Please see Section 9 of
this Bidder’s Statement for further details.
The Offer is subject to a number of conditions. In
summary, these conditions include (amongst
others):
(a) Minimum acceptance
At the end of the Offer Period, Casella
has relevant interests in at least 90% (by
number) of Shares
(b) Regulatory restraints
No
regulatory
restraints
completion of the Offer
prevent
What are the conditions to the Offer?
(c) Insolvency events
No specified insolvency events
(d) No person being entitled to exercise any
material “change of control” in relation to
PLW as a result of the Offer
Refer to Sections 2.6 and 10 of this Bidder’s
Statement which sets out all of the Conditions of
the Offer in full.
What happens if the conditions of the Offer are
not satisfied or waived?
If the Conditions to the Offer are not satisfied, or
waived by Casella (which it may do in its
discretion), by the Closing Date, the Offer will
lapse. In this case, if you have accepted the
Offer, your Shares will not be exchanged for
14
QUESTION
ANSWER
cash.
General
This Bidder’s Statement was prepared by Casella
for distribution to PLW’s Shareholders.
What is the Bidder’s Statement?
What is the Target’s Statement?
Where can I obtain information if I have further
queries in relation to the Offer?
It sets out the terms of the Offer, information
relating to the Offer and the Offer Price you will
receive. The Bidder’s Statement is an important
document. If you are in any doubt as to how to
deal with this document, you should consult your
broker or professional adviser as soon as
possible.
A Target’s Statement is a response to a Bidder’s
Statement by the board of the target company
which is required by law. This will be issued by
the Target Company, PLW.
If you have any further queries in relation to the
Offer, you can call the Information Line detailed in
the Corporate Directory, Monday to Friday
between 9.00am and 5.00pm (Adelaide time).
15
4.
INFORMATION ABOUT CASELLA
4.1
Introduction
This Section of this Bidder’s Statement provides an overview of Casella, its principal activities and recent
history.
4.2
History & Operations
The Bidder is Casella Wines Pty Limited t/as Casella Family Brands ABN 96 060 745 315 which is a
proprietary limited company.
Generations of the Casella family have been involved with the business since its inception in 1969, which
is now famous for its signature wine range, yellow tail].
Led by Managing Director, John Casella, the company was propelled to the forefront of the export arena
in mid-2001 by its hugely successful [yellow tail] brand. Casella has since achieved remarkable success
in the export market and is a key player in the US, Canada, Europe and Asia.
The company has consistent success at wine shows and has won numerous international wine awards
In parallel with the strategy to build a premium wine market, Casella has also been actively assessing
other potentially attractive projects both domestically and overseas.
4.2.1
Directors of Casella
As at the date of this Bidder’s Statement, the directors of Casella are Giovanni (John) Casella and
Giuseppe (Joe) Casella. John is also the secretary of Casella.
John Casella
John comes from a long line of Italian winemakers. His father, Filippo Casella moved the family from
Sicily to Australia in 1962 and he created Casella Wines in 1965. John grew up at the winery in Yenda,
outside Griffith in regional New South Wales where he learned many skills from his father. Wine was part
of the family culture and from a young age, John demonstrated a passion and talent for winemaking.
When he graduated school he went on to formally study the art of winemaking at Charles Sturt University
in Wagga Wagga, not far from the family winery. He graduated with a degree in Oenology in 1982
following which, he moved back to his home town of Griffith to take the role of winemaker and manager
at Riverina Estate in 1983. During his time at Riverina Estate, the winery grew from a 4,000 tonne grape
crush in 1983 to 25,000 tonnes in 1995.
In 1994, John joined the family business and became Managing Director of Casella. In his first year, he
managed a crush of 2000 tonnes under the Casella Estate label.
John’s vision has always been to produce great quality Australian wine for the world. He created [yellow
tail] in 2001 and selected the iconic kangaroo for the label. The Australian image had great appeal for
overseas consumers.
The forecast for [yellow tail] in 2001 was 25,000 cases. Actual sales sky rocketed to 230,000 cases.
Today, Casella exports over 12.5 million cases of [yellow tail] to more than 50 countries around the world
every year. It is the number one imported wine in the US and Canada, and more than two million glasses
of [yellow tail] are enjoyed around the world each day.
John celebrated the 10th anniversary of [yellow tail] in 2011. In just over ten years, he has grown the
brand to be the Most Powerful Australian Wine Brand in the World and fourth Most Powerful Wine Brand
16
globally. The launch of [yellow tail] is considered to be the most successful launch of a wine brand in
Australian history.
The winery has also won many awards. In 2004, Casella won Australian Exporter of the Year and in
2005, the company was inducted into Australia’s Export Awards Hall of Fame.
Impact Magazine USA awarded Casella with the Hot Brand Award for [yellow tail] for seven consecutive
years, 2001 to 2007. In 2005, John was nominated as the 27th most influential person in the International
Wine Industry by Decanter magazine, and in 2007 was nominated in Business Review Weekly’s Top 100
Thinkers list. In 2010, Drinks Trade named him on of the 21 Most Influential Members of the Australian
Drinks Industry. Everything John does with Casella and [yellow tail] is aimed at demystifying wine and
making it easy to enjoy. By combining a passion and understanding of his heritage with a relaxed and
modern Australian attitude, John has crafted wines that are extremely accessible and have wide appeal.
Casella remains 100% family owned and operated. Three generations of the Casella family remain
actively involved in the company and are based at the winery in Griffith, New South Wales.
Joe Casella
Joe Casella is the eldest of the three Casella brothers and, as Director of Casella Family Brands,
oversees all areas of business, procurement and site growth. Joe is also involved with vineyard
expansion and planning, winery acquisition and winery development. This includes site evaluation, the
addition of new technology and machinery, and negotiations with suppliers.
Joe’s experience was gained from his hands-on role in the winery process growing up. Being involved
with all aspects of the winery production from its conception in 1965, he fulfilled duties from viticulture
management to winemaking alongside his father Filippo, the company’s founder.
Joe also has extensive Sales experience and during the domestic release of [yellow tail], held the
Domestic Sales Manager role, an area he still oversees today.
Please note that the source of this information is publically available on www.casellafamilybrands.com.
4.3
No Forward Looking Financial Statements
This document does not provide revenue or profit projections in relation to PLW or Casella. Casella
does not believe that it has reasonable grounds to include financial forecasts in this Bidder’s
Statement.
Casella believes that the inclusion of financial forecasts would be unduly speculative and
potentially misleading for Shareholders, particularly considering the large effect that variations in
key variable inputs, such as seasonal changes to vintage and harvesting, general conditions of the
Australian economy (in particular the wine sector), changing customer preferences, inflation levels,
interest rates, international competition and foreign exchange rates, which are extremely difficult to
accurately forecast, may have on future performance earnings.
17
5.
INFORMATION ABOUT PLW
5.1
Disclaimer
All information included in this Bidder's Statement about PLW and its business has been prepared by
Casella derived solely from information published by PLW unless otherwise indicated below and has not
been independently verified.
Casella, its Directors and its associates make no representation about the accuracy or otherwise of
information published by PLW and do not accept any liability to the extent that the statements in this
Bidder's Statement are based on information published by PLW which is not true, accurate or complete.
The information regarding PLW in this Bidder's Statement should not be considered comprehensive.
Further information about PLW may be included in the Target's Statement.
5.2
Overview of PLW
The PLW business was founded by Peter and Margaret Lehmann in 1979. The company was listed on
ASX in 1993.
Following the acquisition of the HESS group of approximately 86% of PLW Shares in 2002, the company
was de-listed. PLW has its head office based in Tanunda, South Australia. Its principal activities are the
production and sale in Australia and internationally of high quality wines. PLW’s key markets are Australia,
Europe, the United States, Canada, United Kingdom and Asia.
PLW labels include (but are not limited to):
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
Stonewell
VSV
Masters
District wines
Futures
Draw card
H&V
Portrait
Art n’ Soul
Sparkling
Classic range
Clancy
Layers
Weighbridge
Wildcard
The King A.D.2021
The Antiquus
Back to Back
Seven Surveys
HH300 barrel project
Winemakers Reserve
Founding Stone
5.2.1
Directors of PLW
As at the date of this Bidder’s Statement, the directors of PLW are:
18
a) Roger Maxwell Wilson;
b) Christoph Jakob Ehrbar; &
c) Timothy Persson.
The Company Secretary is Kym Donald Tregenza.
Roger Maxwell Wilson
Roger was instrumental in helping realise Peter Lehmann’s dream of acquiring the winery assets and
floating the company on the Australian Stock Exchange in 1993. He provided invaluable advice with
regard to the negotiations and his legal expertise was of great assistance in the early days of the company.
Roger was appointed to the Board in 1993 and he chairs the Remuneration Committee. He brings a
wealth of legal knowledge and experience to all Board considerations.
Christoph Jakob Ehrbar
Christoph Ehrbar has built on his finance industry experience in Switzerland and the UK through an active
involvement in a property company and management of an Argentinean winery. He was appointed as
Managing Director of the Hess Family Estates and appointed to the board on 1 July 2011 and as Chairman
on 1 January 2012. He is also a member of the Audit and Remuneration Committees.
Timothy Persson
Prior to joining Hess Family Estates in 2011, Timothy Persson practised law with London based law firm
Slaughter and May. He was appointed as a Managing Director of Hess Family Estates on 1 January 2012.
Timothy was also appointed to the Peter Lehmann Wines board and is a member of the Audit and
Remuneration Committees.
5.3
PLW Financial Information
Please find below the Consolidated Statement of Profit or Loss and Comprehensive Income and
Consolidated Statement of Financial Position for PLW as at 30 June 2014:
PETER LEHMANN WINES LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2014
In thousands of AUD
2014
2013
Revenue
Cost of sales
47,919
(28,472)
42,515
(24,913)
Gross profit
19,447
17,602
389
(2,823)
(1,342)
(13,553)
(217)
175
(2,697)
(1,546)
(11,524)
(296)
1,901
1,714
Other income
Administration expenses
Marketing and public relations expenses
Selling and distribution expenses
Other expenses
Results from operating activities
Finance income
Finance costs
Net finance costs
Profit before tax
7
(886)
(879)
1,022
74
(1,135)
(1,061)
653
19
Income tax expense
Profit for the year
Other comprehensive income
Total comprehensive income for the year
(268)
(223)
754
430
2
-
756
430
PETER LEHMANN WINES LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
In thousands of AUD
30 June 2014
30 June 2013
Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Current tax asset
Total current assets
186
12,817
48,772
61,775
398
11,301
50,806
168
62,673
Property, plant and equipment
Intangible assets
Biological assets
Deferred Tax Asset
Total non-current assets
27,892
212
490
200
28,794
28,779
65
485
29,329
Total assets
90,569
92,002
Liabilities
Trade and other payables
Loan and borrowings
Employee benefits
Provision for Tax
Total current liabilities
8,522
11,863
1,649
595
22,629
6,592
16,341
1,752
24,685
165
165
109
189
298
Total liabilities
22,794
24,983
Net assets
67,775
67,019
Equity
Share capital
Reserves
Retained earnings
30,624
2
37,149
30,624
36,395
Total equity
67,775
67,019
Employee benefits
Deferred tax liability
Total non-current liabilities
20
5.4
PLW Shares on Issue
Based on documents lodged by PLW with ASIC, and other information made available to Casella by
PLW, the total number of securities in each class in PLW at the Announcement Date was as follows:
CLASS OF SECURITY
NUMBER ON ISSUE
PLW Shares
Ordinary Shares
5.5
37,968,933
No Relevant Interests of Casella in PLW
As of the date of this Bidder’s Statement, Casella holds no relevant interests in PLW.
5.6
Substantial Shareholders
As of the date of this Bidder’s Statement, the substantial Shareholders of PLW are as follows:
SHAREHOLDER
NUMBER ON ISSUE
1
HESS Group Australia
32,527,594
2
Margaret Elizabeth Lehmann
4,088,899
3
Estate of the Late Joan Isabel Hopkins
132,400
4
Francis Charles Kearns
55,066
5
Phillip Edward Lehmann
50,000
6
Ann Elizabeth Robson
41,813
7
Barry Collingham Moore
37,636
8
Logela Pty Ltd
30,000
9
HSBC Custody Nominees
26,238
10
Roger Wilson
21,415
21
6.
THE INTENTIONS OF CASELLA RELATING TO THE OFFER
6.1
Introduction
This Section of this Bidder’s Statement sets out the Bidder's intentions in relation to the following:
(a) the continuation of the business of PLW;
(b) preservation of the PLW brands and heritage, with specific reference to Peter Lehmann himself
and his family;
(c) no major changes to the business of PLW and minimal redeployment of the fixed assets of PLW;
and
(d) long-term job security for existing employees as well as their future employment with PLW.
These intentions are based on the information concerning PLW, its business and the general business
environment, which is known to the Bidder at the time of the preparation of this Bidder's Statement.
Final decisions will only be reached by the Bidder in light of material information and circumstances at the
relevant time. Accordingly, the statements set out in this Section 6 of this Bidder’s Statement are
statements of current intention only, which may change as new information becomes available or
circumstances change.
There are a range of potential outcomes arising from the Offer. This Section outlines these impacts on the
basis that Casella is successful in its interest of PLW Shareholdings of more than 90% (and so can
proceed to compulsorily acquire all remaining PLW Shares) and also for the situation where Casella’s
Shareholding in PLW were to remain less than 90%.
6.2
Review
Casella and its advisors have reviewed information that has been publicly available about PLW, its current
activities and has held discussion with PLW in relation to its operations.
Following the close of the Offer, Casella will, to the extent that information is available to it, conduct a
review of the operations, assets, structure and employees of PLW in light of that information. Final
decisions will only be reached after that review. As such, statements set out in this Section are statements
of current intention only which may change as new information becomes available to Casella or
circumstances change. The statements in this Section should be read in this context.
6.3
Intentions if Casella’s interest remains less than 90%
The offer is subject to a minimum acceptance condition. This means that if Casella does not reach the
required 90% acceptance, then the Offer may be revoked.
6.4
Intentions upon acquisition of 90% or more of PLW Shares
This Section 6.4 of this Bidder’s Statement sets out the Bidder's intentions if it acquires 90% or more of the
PLW Shares and it is entitled to proceed to compulsory acquisition of the outstanding PLW Shares.
22
6.4.1
Compulsory acquisition
If Casella becomes entitled to compulsorily acquire all outstanding Shareholders then it intends to exercise
its rights of compulsory acquisition in respect of all outstanding PLW Shares in accordance with the
Corporations Act.
If, at the end of the Offer Period, Casella is not entitled to compulsorily acquire all outstanding Shares, then
it may revoke its Offer.
You have the right to apply to the Court under section 661E of the Corporations Act to stop compulsory
acquisition of your Shares. The Court has power to order that your PLW Shares not be compulsorily
acquired in certain circumstances.
6.4.2
Corporate matters the Bidder intends to:
(a) proceed with compulsory acquisition of the outstanding PLW Shares in accordance with the
provisions of Chapter 6A of the Corporations Act; and
(b) replace the non-Bidder nominees on the Board of PLW.
Casella has undertaken a review of the employees of PLW. It is unlikely that Casella will be required to
instigate further employment changes as a result of the outcome of this Offer.
6.4.3
Head office and administration functions
Casella intends to amalgamate the corporate head office and administrative functions of Casella and PLW,
such as finance and accounting, company secretarial, risk management, as well as those functions
involved in setting overall planning and control of the operations of PLW and Casella, with a view to
eliminating duplication of tasks. This will not affect the long-term job security for existing employees.
6.4.4
Limitations on intentions
Casella would only make a decision on the above matters following receipt of appropriate legal and
financial advice.
23
7.
RISK FACTORS
7.1
Introduction
In deciding whether or not to accept the Offer, you should read this entire Bidder's Statement carefully.
You should also carefully consider the risk factors outlined in this Section 7. However the risks described
below are not to be taken as exhaustive.
7.2
Risk Factors that arise from the Offer
7.2.1
Tax Risks
The tax consequences and risks of the Offer depend upon the specific circumstances of each PLW
Shareholder. PLW Shareholders should obtain their own professional taxation advice regarding the
applicable law in respect of the Offer.
A summary of the taxation implications are set out in Section 9 of this Bidder’s Statement.
7.2.2
Limited Withdrawal Rights
PLW Shareholders will have limited withdrawal rights with respect to the Offer, which means that a
decision to accept the Offer may be irrevocable.
Once you have accepted the Offer, you have the right to withdraw your acceptance of the Offer only in
limited circumstances. Under Australian law, if after you have accepted the Offer and while they remain
subject to conditions, the Offer is varied (such as by an extension of the Offer Period) so as to postpone for
more than one (1) month the time when the Bidder must meet its obligations under the Offer, you will be
able to withdraw your acceptance. Otherwise, you will be unable to withdraw your acceptance of the Offer
even if the market value of PLW Shares varies significantly from their value on the date of your acceptance
of the Offer.
7.2.3
Reliability of PLW Information
Casella has not verified the reliability of the PLW information included in, or which may have been omitted
from, this Bidder's Statement.
In respect of information relating to PLW presented in, or omitted from, this Bidder's Statement, including
all PLW financial information, Casella has relied upon publicly available information and information
provided to it by PLW.
Casella has not independently verified this information. Any inaccuracy in the PLW information could
adversely affect the anticipated results of operations.
7.2.4
Change of Control
Change of control provisions in PLW’s agreements triggered upon the acquisition of control of PLW may
lead to adverse consequences.
24
Casella is not aware of any pre-emptive rights or change of control provisions affecting PLW’s assets or
agreements which would be triggered by Casella obtaining control of PLW.
However, PLW may be a party to agreements that contain pre-emptive rights or change of control
provisions that may be triggered if Casella acquires PLW Shares representing a majority of the voting
rights of PLW, of which Casella is not aware. The operation of these change of control provisions, if
triggered, could have negative consequences including requiring PLW to renegotiate its financings, or sell
joint venture interests. These provisions may be waived with the consent of the other party and Casella
would consider seeking such waivers if it discovered that pre-emptive rights or change of control provisions
affecting PLW’s assets or agreements would be triggered upon Casella obtaining control of PLW. In the
absence of these waivers, the operation of any of these changes of control provisions could adversely
affect the operations.
25
8.
FUNDING
8.1 Maximum Cash Consideration
The maximum cash amount which may be required by Casella to settle acceptances under the Offer is $57
million (Maximum Cash Consideration).
The Maximum Cash Consideration is calculated on the basis acceptances in respect of 37,968,933 PLW
Shares (that is 100% of all PLW Shares on issue at the date of this Bidder’s Statement).
8.2 Casella’s Internal Funding Arrangements
Casella has reviewed its existing facilities with National Australia Bank Limited (NAB), and will procure all
funds from cash reserves and existing facilities held with NAB to pay the Maximum Cash Consideration.
These amounts will be provided from current cash reserves of Casella’s and existing facilities, which has
been entered into between Casella and NAB.
Casella is NOT SUBJECT TO FINANCE.
8.3 Payment of cash consideration
Having regard to the matters set out above, Casella is of the opinion that it has a reasonable basis for
forming, and it holds, the view that it will be able to pay the Maximum Cash Consideration required for the
acquisition of PLW Shares pursuant to the Offer.
THE OFFER IS NOT SUBJECT TO ANY FINANCING CONDITIONS.
26
9. TAX CONSIDERATIONS
9.1
Introduction
This Section 9 of this Bidder's Statement provides a summary of the Australian income tax implications for
PLW Shareholders of acceptance of the Offer.
The following outline is not exhaustive of all possible Australian income tax considerations that could apply
to resident PLW Shareholders. In particular, the Australian income tax consequences of the Offer will
depend upon a number of factors, such as your tax residency status.
This outline does not address all tax considerations applicable to those PLW Shareholders who are nonresidents (or temporary residents) for Australian income tax purposes, or who may be subject to special tax
rules (such as banks, insurance companies, tax exempt organisations, superannuation funds or dealers in
securities). Furthermore, this summary is not intended for PLW Shareholders who acquired their interest in
respect of their (or an associate's) employment at PLW (or an associated company).
The description which follows is based upon the taxation law in effect at the date of this Bidder's
Statement, but it is not intended to be an authoritative or complete statement of the law applicable to the
particular circumstances of every PLW Shareholder. It is recommended that each PLW Shareholder
consult their own tax adviser regarding the consequences of acquiring, holding or disposing of their PLW
Shares in light of current tax laws and their particular circumstances.
PLW Shareholders who are not resident in Australia for tax purposes should take into account the tax
consequences under the laws of their country of residence, as well as under Australian law, of acceptance
of the Offer.
You are advised to seek independent professional advice regarding the Australian tax consequences of
disposing of your PLW Shares according to your particular circumstances.
9.2
Transfer of PLW Shares
Acceptance of the Offer will involve the disposal of your PLW Shares by way of transfer to Casella for cash
consideration. This change in the ownership of the PLW Shares will constitute a capital gains tax (CGT)
event for Australian income tax purposes.
9.2.1
CGT
If you are an Australian resident for Australian income tax purposes, the disposal of your PLW Shares
pursuant to the Offer will constitute a CGT event. The time of the CGT event is when you dispose of your
PLW Shares for CGT purposes. You should be taken to have disposed of your PLW Shares for CGT
purposes when the contract to sell your PLW Shares comes into existence. This should be the date on
which you accept the Offer to dispose of your PLW Shares. However, if you do not ultimately dispose of
your PLW Shares then no CGT event should happen to your PLW Shares.
The disposal of your PLW Shares will give rise to a capital gain or loss equal to the difference between:
(a) the capital proceeds received for the disposal of your PLW Shares (i.e., the cash received under
the Offer); and
(b) the cost base (or, in the case of a capital loss, reduced cost base) of your PLW Shares (which
would generally include the amount paid to acquire the PLW Shares plus any incidental costs of
acquisition).
27
Each PLW Share constitutes a separate asset for CGT purposes.
Your net capital gain for the income year is included in your assessable income for the income year.
Broadly, your net capital gain for an income year is the total of all of the capital gains made during the
income year less capital losses made in the income year and available net capital losses made in previous
income years. That amount may be reduced further by other concessions, particularly under the discount
capital gains tax rules discussed below.
If you make a capital loss from the disposal of your PLW Shares, the capital loss may be used to offset
capital gains made in the same or subsequent years of income (subject to satisfying any applicable carry
forward loss conditions) but cannot be offset against ordinary income, nor carried back to offset net capital
gains arising in earlier income years.
9.2.2
Pre-CGT Shares
If your PLW Shares were acquired before 20 September 1985 and are not taken to have been acquired on
or after that date, there should be no CGT implications arising on disposal of your PLW Shares.
If your PLW Shares that you dispose of were acquired at or before 11.45 am (ACT time) on 21 September
1999, for the purpose of calculating a capital gain (but not a capital loss), you may choose that the cost
base of those shares be indexed for inflation to 30 September 1999 (which would only be of any practical
effect if the shares were acquired prior to 1 July 1999).
If you choose the indexation option, capital losses are applied after calculating the capital gain using the
indexed cost base. The choice to apply indexation rather than the discount capital gain provisions must be
made by you on or before the day you lodge your income tax return for the income year in which the
disposal occurs. The manner in which you complete your income tax return is generally sufficient evidence
of your making of a choice.
If you do not choose to apply indexation, the discount capital gain provisions may apply, provided you have
held your PLW Shares for at least 12 months (as discussed further below).
9.2.3
Discount Capital Gains
If you are an individual, or you hold the income as trustee of a trust or a complying superannuation fund
and have held your PLW Shares for at least 12 months before disposal (and have not chosen for
indexation to apply, should the choice be available), the discount capital gain provisions should apply as
follows:
(a) If you are an individual, one half of the capital gain (without any allowance for indexation in the cost
base of the shares), after offsetting any applicable capital losses, will be included in your
assessable income;
(b) If you are acting as a trustee of a trust (but not a superannuation fund), one half of the capital gain
(without any allowance for indexation in the cost base of the shares), after offsetting any applicable
capital losses, will be included in the “net income” of the trust. The discount capital gains
provisions may also apply to capital gains to which beneficiaries in the trust (other than
beneficiaries that are companies) are presently entitled. The CGT provisions applying to trustees
and beneficiaries of trusts are complex and you should seek advice from your professional tax
adviser in this regard; and
28
(c) If you are a complying superannuation fund, two-thirds of the capital gain (without any allowance
for indexation in the cost base of the shares) after offsetting applicable capital losses will be
included in the fund’s assessable income.
The discount capital gain provisions do not apply to companies. Where the discount capital gain provisions
apply, any available capital loss will be applied to reduce the nominal capital gain before discounting the
resulting net amount by either one half or one third (as applicable) to calculate the net capital gain that is
included in assessable income.
9.2.4
Prescribed Foreign Security Holders
If you are not a resident of Australia for Australian income tax purposes, you will generally not be subject to
CGT on the disposal of your PLW Shares. However, if you have held your PLW Shares at any time in
carrying on a business at or through a permanent establishment in Australia, or you (either alone or
together with your associates) hold 10% or more of the total number of PLW Shares on issue, you should
seek professional advice with respect to the CGT consequences of disposing of your PLW Shares.
9.2.5
Goods and services tax (GST)
Holders of PLW Shares should not be liable to GST in respect of a disposal of those shares and options.
To the extent that you incur GST on acquisitions which you make in connection with the Offer (such as
adviser fees), you may not be entitled to an input tax credit or only entitled to a reduced input tax credit for
that GST, depending on your particular circumstances.
9.2.6
Stamp Duty
You will not be liable for any stamp duty on the disposal of your PLW Shares in return for cash under the
Offer. Any stamp duty payable on the disposal of PLW Shares pursuant to the Offer will be paid by Casella.
29
10.
TERMS OF THE OFFER
This Section contains the terms of the Offer by Casella to acquire all your PLW Shares. The Offer Date is
17 November 2014. This Section should be read in conjunction with Section 11 of the Bidder’s Statement,
which contains terms applicable to the Offer.
10.1
The Offer
10.1.1 Persons to whom the Offer is made
The Offer is to all the holders of all of the ordinary shares of the capital of PLW. Casella hereby offers to
acquire ALL of your PLW Shares together with all Rights attaching to them.
The consideration offered is cash for A$1.50 per share, on the terms and conditions set out in this Offer.
10.1.2 Bid Class
The PLW securities forming the Bid Class securities for the purpose of this Offer are the PLW Shares on
issue on the Register Date, which are the ordinary shares issued by PLW.
10.1.3 Acceptance must be in respect of all your PLW Shares
You may only accept the Offer in respect of ALL your PLW Shares. The Offer is to all holders of PLW
Shares.
10.1.4 Offer to all holders of PLW Shares
Offer on terms and conditions identical to those contained in this Offer have been dispatched or will be
dispatched to all holders of Shares, registered as such in the Share Registry of PLW at the Register Date.
10.1.5 Improving the consideration
If Casella improves the consideration offered, the Corporations Act contains provisions to ensure that any
PLW Shareholder who has already accepted the Offer receives the benefit of the improved consideration.
10.2
Defeating Conditions of the Offer subject to conditions
Subject to Casella being able to free the Offer from conditions (as described below in this Section 10), any
contract arising from acceptance of this Offer is subject to fulfilment of the following conditions.
(a)
No regulatory action
Between the Announcement Date and the end of the Offer Period (each inclusive):
(i)
there is not in effect any preliminary or final decision, order or decree issued by a Public
Authority;
30
(ii) no action or investigation is commenced by any Public Authority; and
(iii) no application is made to any Public Authority (other than by the Bidder or any of its Related
Bodies Corporate),
(other than an application to, or a decision or order of, ASIC or the Takeovers Panel under, or
relating to a breach of Chapter 6A, 6B or 6C of the Corporations Act or relating to unacceptable
circumstances within the meaning of section 657A of the Corporations Act in consequence of, or in
connection with, the Offer) which restrains, impedes or prohibits (or if granted could restrain,
impede or prohibit), or otherwise materially adversely impacts upon, the making of the Offer, the
acquisition of Target Shares under the Offer or any transaction contemplated by the Bidder's
Statement, the Offer or the rights of the Bidder in respect of the Target, or requires the divestiture
by any entity within the Bidder Group of any Target Shares, or requires the divestiture of any
assets of the Bidder Group or Target Group.
(b)
Minimum acceptance
Between the Offer Announcement Date and the end of the Offer Period (each inclusive), Casella acquires
at least 90% by number of PLW Shares.
(c)
No specified insolvency events
Between the Announcement Date and the end of the Offer Period (each inclusive), there are no insolvency
events for PLW or its subsidiaries or as described in Section 10.2 (e) below of this Bidder’s Statement.
(d)
No dividends
Between the Announcement Date and the end of the Offer Period (each inclusive), the Target does not
make, determine as payable, announce or declare any distribution (whether by way of dividend, capital
reduction or otherwise and whether in cash or in specie).
(e)
No prescribed occurrences
Between the Announcement Date and the end of the Offer Period (each inclusive), none of the following
events occur:






the Target converts all or any of its shares into a larger or smaller number of shares under section
254H of the Corporations Act;
the Target or a Subsidiary of the Target resolves to reduce its share capital in any way;
the Target or a Subsidiary of the Target enters into a buy-back agreement or resolves to approve
the terms of a buy-back agreement under section 257C(1) or 2570( 1) of the Corporations Act;
the Target or a Subsidiary of the Target issues shares (other than as a result of the exercise of
Target options) or grants an option over its shares, or agrees to make such an issue or grant such
an option;
the Target or a Subsidiary of the Target issues, or agrees to issue, convertible notes;
the Target or a Subsidiary of the Target disposes, or agrees to dispose, of the whole, or a
substantial part, of its business or property;
31







the Target or a Subsidiary of the Target charges, or agrees to charge, the whole, or a substantial
part, of its business or property;
the Target or a Subsidiary of the Target resolves to be wound up;
a liquidator or provisional liquidator of the Target or of a Subsidiary of the Target is appointed;
a court makes an order for the winding up of the Target or of a Subsidiary of the Target;
an administrator of the Target or of a Subsidiary of the Target is appointed under section 436A,
436B or 436C of the Corporations Act;
the Target or a Subsidiary of the Target executes a deed of company arrangement; or
a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of
the property of the Target or a Subsidiary of the Target.
32
11.
TERMS TO THE OFFER
11.1
Conditions are separate
Each of the conditions contained in Section 10.2 of this Bidder’s Statement is a distinct and separate
condition, and shall not merge on completion of any contract arising from acceptance of either of the Offer.
11.2
Conditions Subsequent
Each of the conditions contained in Section 10.2 of this Bidder’s Statement is a condition subsequent. The
breach or nonfulfillment of such a condition shall not prevent a contract to purchase your PLW Shares
arising from your acceptance of the Offer. However, if Casella has not:
(a) declared an Offer to be free from the conditions in Section 10.2 of this Bidder’s Statement before
the date applicable under Section 650F (1) of the Corporations Act; and
(b) the conditions Section 10.2 of this Bidder’s Statement have not been fulfilled at the end of the
Offer Period,
all contracts resulting from the acceptance of the relevant Offer and all acceptances that have not
resulted in binding contracts are void. In such case, Casella will return the Acceptance Form (if any)
together with all documents forwarded by you to you at the address provided by PLW in accordance
with section 641(1) of the Corporations Act.
11.3
Benefit of conditions
Subject to the provisions of the Corporations Act, Casella alone shall be entitled to the benefit of the
conditions contained in Section 10.2 of this Bidder’s Statement and any breach or non-fulfilment of any of
those conditions may be relied upon only by Casella which may waive (generally or in respect of a
particular event) the breach of non-fulfilment of that condition.
11.4
Freeing Offer from conditions
Subject to Section 650F of the Corporations Act, Casella may, at any time at its sole discretion, declare the
Offer (or any of them) free from all or any of the conditions referred to in Section 10.2 by giving notice in
writing to PLW. The notice may be given in relation to the conditions in:
(a) Section 10.2(e) of this Bidder’s Statement not later than three (3) Business Days after the end of
the Offer Period; and
(b) each other condition in Section 10.2 of this Bidder’s Statement (other than the condition in
paragraph 10.2(e)) not later than seven (7) days before the end of the Offer Period.
11.5
Status notice
The date for giving the notice required by section 630(3) of the Corporations Act on the status of the
conditions to the Offer is 10 December 2014, subject to variation in accordance with Section 630(2) of the
Corporations Act if the period during which the Offer remains open for acceptance if extended.
33
11.6
Offer Period
Unless withdrawn or extended the Offer will remain open for acceptance by you during the period
commencing on the Offer Date and ending at 5.00pm (Adelaide time) on 18 December 2014.
11.7
How to Accept the Offer
11.7.1 Acceptance must be in respect of all your PLW Shares
(a) You may accept the Offer in respect of all (but not less than all) of your PLW Shares.
(b) You must also provide with your Acceptance Form the Original Share Certificate for your
PLW Shares. In the event you have lost your Original Share Certificate for your PLW Shares,
please complete and return the “Lost Certificate Declaration” form included in your mail-pack.
11.7.2 Time for acceptance
You may accept the Offer at any time during the Offer Period.
11.7.3 Manner of acceptance
In order to accept the Offer in respect of your PLW Shares you must:
(a) complete and sign the Acceptance Form attached to the Offer in accordance with the Instructions
(which must be observed in accepting the Offer in respect of any PLW Shares); and
(b) ensure that the Acceptance Form and any documents required by the terms of the Offer (such as
the Original Share Certificate for your PLW Shares) and the Instructions on the Acceptance Form
are received NO LATER THAN 5.00PM (Adelaide time) on 18 December 2014 at the following
address:
Computershare Investor Services Pty Limited
GPO Box 1326
Adelaide
SA 5001
Australia
Foreign Security Holders and Australian shareholders sending their Acceptance Form from overseas
should return their Acceptance Form by airmail.
The method chosen to deliver the Acceptance Form and other documents is at the risk of each accepting
shareholder.
Acceptance of the Offer in respect of your PLW Shares shall not be complete until the properly completed
Acceptance Form (including any documents required by the terms of the Offer and the Instructions on the
Acceptance Form such as (but not limited to) the Original Share Certificate of PLW Shares) have been
received at the address specified above.
Casella may, however, in its sole discretion waive at any time, prior to the end of the Offer Period, all or
any of those requirements.
34
If you have any questions about how to accept the Offer or need a replacement Acceptance Form, please
contact Computershare Investor Services Pty Limited on 1300 393 098 (for calls made within Australia) or
+61 3 9415 4161. Alternatively, you may consult your broker or other financial or professional adviser.
11.7.4 Authority to accept Offer
When accepting the Offer, you should also ensure that if the accepting shareholder:
(a) is a corporation, the Acceptance Form is signed by two directors, a director and company
secretary, or by the sole director in the case of an Australian company with a sole director who is
also the sole company secretary;
(b) is deceased, the Acceptance Form is signed by the person or persons authorised to administer the
estate of the deceased shareholder;
(c) is one or two or more joint holders, all such holders sign the Acceptance Form; or
(d) is accepting through an attorney under power:
(i) the power of attorney has not been revoked;
(ii) the donor of the power of attorney has not died;
(iii) the power of attorney has been validly executed;
(iv) the power of attorney duly empowers the attorney to sign such a form; and
(v) the attorney duly signs the Acceptance Form.
11.7.5 Cash for the PLW Shares
Casella will pay you pursuant to the terms of the Offer for the full sum of your ordinary shares for A$1.50
cash per share in accordance with the terms of the Offer set out in this Bidder’s Statement. Payment will be
made by cheque unless your bank account details have been recorded with the Share Registry.
11.7.6 Entitlement to Offer
Offer made to holders of PLW Shares
The Offer is made to you as the holder of the PLW Shares which are registered in your name in the
register of members of PLW on the Register Date. If at any time during the Offer Period another person is
or is entitled to be registered as the holder of some or all of those PLW Shares, then in accordance with
section 653B(1)(a) of the Corporations Act:
(a) an offer corresponding to the Offer shall be deemed to have been made to that person in respect
of the PLW Shares of which that person is, or is entitled to be, so registered as holder; and
(b) the Offer shall be deemed to have been made to you in respect of the remainder (if any) of the
PLW Shares that were registered in your name on the Register Date.
The PLW Shares in respect of which the Offer is made or deemed to be made to you, in accordance with
this paragraph, are referred to in this document as "your PLW Shares".
35
Shares held in separate parcels
If at any time during the Offer Period and before you accept the Offer, your PLW Shares to which the Offer
relate consist of two or more separate and distinct parcels for the purposes of section 653B of the
Corporations Act (for example because you are a trustee or nominee for several distinct beneficial owners),
then in accordance with section 653B of the Corporations Act:
(a) the Offer shall be deemed at that time to consist of separate and distinct corresponding Offer made
to you in relation to the respective separate and distinct parcels of PLW Shares; and
(b) an acceptance by you of any of those separate and distinct corresponding Offer is ineffective
unless:
(i) you have given to Casella notice indicating that your PLW Shares consist of separate and
distinct parcels; and
(ii) the acceptance indicates the number of PLW Shares in the separate and distinct parcels
to which acceptance relates,
provided that you may at the one time, accept two or more such separate corresponding Offer
as if they were a single offer in relation to separate parcels of shares or options.
For the purposes of paragraph (b) above, the notice required must be in writing.
If this applies to you, please contact Computershare Investor Services Pty Limited on 1300 393 098 (for
calls made within Australia) or +61 3 9415 4161 for such additional copies of this Bidder's Statement and
Acceptance Form as are necessary.
Shares registered to broker or other nominee
Beneficial owners whose PLW Shares are registered in the name of a broker, investment dealer, bank,
trust company or other nominee should contact that nominee for assistance and the service costs involved
in accepting this Offer.
11.7.7 Effect of Acceptance
By signing and returning an Acceptance Form, along with the Original Share Certificate of PLW Shares in
respect of an Offer in accordance with the procedures set forth in this Section 11.7 of this Bidder’s
Statement and the Instructions on the Acceptance Form, you will be deemed to have:
(a) irrevocably accepted the Offer (and any variation of it) in accordance with its terms in respect of all
of your PLW Shares;
(b) subject to the Offer being declared free of the conditions set out in Section 10.2 of this Bidder’s
Statement or such conditions being fulfilled or waived, authorised the transfer of your PLW Shares
to Casella for the consideration specified in the Offer;
(c) represented and warranted to Casella that on the date of registration of the transfer of your PLW
Shares to Casella, your PLW Shares shall be fully paid up and free from all mortgages, charges,
liens and other encumbrances (whether legal or equitable) of any kind and that you have full power
and authority to sell our PLW Shares to Casella;
(d) authorised Casella (by its directors, officers, servants or agents) to complete on the Acceptance
Form correct details of your PLW Shares, fill in any blanks remaining on the Acceptance Form and
rectify any error in or omission from the Acceptance Form as may be necessary to make the
36
Acceptance Form an effective acceptance of the Offer and enable registration of the transfer of
your PLW Shares to Casella;
(e) authorised Casella (by its directors, officers, servants or agents) to alter the number of PLW
Shares said to be held by you if it is otherwise than as set out in the enclosed Acceptance Form;
(f) represented and warranted to Casella, and agreed with Casella that your PLW Shares will be
purchased by Casella with all Rights and that you will execute all such instruments as may be
required for the purpose of vesting in it any such Rights;
(g) irrevocably authorised and directed PLW to pay to Casella or to account to Casella for all Rights,
subject however to any such Rights received by Casella being accounted for by Casella to you in
the event that the Offer is withdrawn or the contract resulting from your acceptance of the Offer is
rendered void pursuant to Section 10.12 of this Bidder’s Statement (effect of withdrawal);
(h) except where Rights have been paid or accounted for under paragraph 11.7.7(g) irrevocably
appointed Casella and its directors from time to time jointly and severally as your attorney in your
name and on your behalf, with effect from the Offer Date, or any contract resulting from your
acceptance of the Offer, becomes unconditional, to execute all such instruments as Casella may
require for the purpose of vesting in it any such Rights;
(i) upon the Offer or any contract resulting from your acceptance of the Offer becoming unconditional,
have irrevocably appointed each of Casella and each of the directors of Casella from time to time
jointly and each of them severally as your attorney to:
(i) attend and vote (and otherwise participate) in respect of your PLW Shares at any and all
general meetings of PLW, to receive notices of all such meetings and to requisition or join
with other holders of PLW Shares in requisitioning or to convene or to join with other
holders of PLW Shares in convening a general meeting or general meetings of PLW;
(ii) demand a poll for any vote to be taken at any meeting of PLW Shareholders;
(iii) propose or second any resolutions to be considered at any and all meetings of PLW
Shareholders;
(iv) complete and execute all forms, notices, instruments (including instruments appointing
Casella or a director of Casella as a proxy or representative in respect of any of those
PLW Shares), transfers (including further transfers of any of those PLW Shares to any
person) and resolutions relating to those PLW Shares and generally to exercise all powers
and rights which you may have as the registered holder or beneficial owner thereof;
(v) to request PLW to register the name of Casella or its nominee any of your PLW Shares
which you hold on any register of PLW; and
(vi) generally to exercise all your powers and rights in relation to your PLW Shares; and
(j) have agreed that in exercising the powers conferred by that power of attorney, Casella and any
such director shall be entitled to act in the interests of Casella as the beneficial owner and intended
registered holder of your PLW Shares.
11.7.8 Effect if Rights not received by Bidder
If, for any reason, Casella does not receive any Rights referred to in paragraph 11.7.7(g) of this Bidder’s
Statement Casella will be entitled to reduce the amount of consideration payable in accordance with the
Offer by the amount of value (as reasonably assessed by Casella) of such Rights.
37
11.7.9 Invalid acceptance
If you comply with some but not all, of the requirements for acceptance, Casella may in its absolute
discretion treat the Acceptance Form as valid notwithstanding your failure to comply with all requirements.
11.7.10 Indemnity, undertakings and authorisations
Casella will indemnify you and keep you indemnified in respect of all costs, expenses and obligations
which might otherwise be incurred or undertaken as a result of the exercise by an attorney of any powers
under this Section 11 of this Bidder’s Statement. This appointment, being given for valuable consideration
to secure the interest acquired in your PLW Shares, is irrevocable and terminates upon registration of a
transfer to Casella or its nominee of your PLW Shares and you will be deemed to have:
(a) agreed not to attend or vote in person at any general meeting of PLW or to purport to exercise any
of the powers conferred on Casella); and
(b) authorised Casella to notify PLW on your behalf that your place of address for the purpose of
serving notices upon you in respect of your PLW Shares in respect of which you have accepted
the Offer is at the address of Casella as specified by Casella in the notification, and that all such
notices are to be marked care of Casella and to have directed PLW to serve all correspondence,
payments or notifications in respect of any Rights and other communications and documents
whatsoever in respect of those PLW Shares to Casella at that address.
11.7.11 Duration of authorisations and undertakings
The undertakings and authorities referred to in this Section 11.7 of this Bidder’s Statement will (unless
otherwise this document) remain in force after you receive the consideration for your PLW Shares acquired
by Casella and after Casella becomes registered holder of them.
11.8
Provision of Consideration
(a)
Form of consideration
The consideration for the acquisition of your PLW Shares under the Offer is to be satisfied wholly by
payment of A$1.50 cash per share. Payment will be made by cheque unless your bank account details
have been recorded with the Share Registry.
(b)
Increase of Offer Consideration
In the event that Casella increases the Offer consideration, in accordance with section 650B of the
Corporations Act, all PLW Shareholders (including those who have already accepted the Offer) will be
entitled to receive the additional increased consideration.
38
(c)
Form and timing of payment
Subject to this Section 11.8 of this Bidder’s Statement, Casella shall provide the consideration for your
PLW Shares on or before the earlier of:
(i) twenty-one (21) days after the expiry of the Offer Period; or
(ii) one (1) month after the later of your acceptance and the date the relevant Offer becomes
unconditional.
The obligation of Casella to pay you for your PLW Shares in cash entitled under the Offer will be satisfied
by Casella.
(d)
Foreign Security holders
If you are a resident of a jurisdiction other than Australia and its external territories (Foreign Jurisdictions)
or your address shown in PLW's register of members is a place outside Australia and its external territories
or you are acting on behalf of such a person then you are a "Foreign Security Holder".
The distribution of this Bidder's Statement in Foreign Jurisdictions may be restricted by law and persons
who come into possession of it should seek advice and observe any such restrictions. Any failure to
comply with such restrictions may constitute a violation of applicable securities laws.
This Bidder's Statement does not constitute an offer for securities in any jurisdiction in which, or to any
person to whom it would not be lawful to make such an offer.
11.9
Withdrawal
Power to withdraw
Subject to compliance with Section 652B of the Corporations Act, Casella may only withdraw its Offer with
the written consent of ASIC which consent may be given subject to such conditions (if any) as are specified
in the consent of ASIC. If this happens, Casella will comply with any conditions imposed by ASIC and
PLW and to each person to whom the Offer have been made at their address as set out in the register of
members of PLW.
Effect of withdrawal
(a) If, at the time the Offer is withdrawn, all conditions in Section 10.2 of this Bidder’s Statement have
been freed;
(b) If the Offer is withdrawn, and the Offer remain subject to one or more conditions in Section 10.2 of
this Bidder’s Statement, all contracts arising from its acceptance become void.
11.10
Extension of Offer Period
Casella may at any time, and from time to time, vary the Offer by extending the Offer Period, in accordance
with section 650C of the Corporations Act.
39
11.11
Variation
Casella reserves the right to vary the Offer in accordance with the provisions of section 650D of the
Corporations Act.
11.12
Governing Law
The Offer and any contract that results from your acceptance of the Offer will be governed by the laws in
force in South Australia.
40
12.
ADDITIONAL INFORMATION
12.1
Agreements or arrangements with Directors
Except as referred to above or elsewhere in this Bidder’s Statement or in the Bid Implementation
Agreement, there are no agreements or arrangements made between Casella and the Directors or senior
management of PLW in connection with the Offer.
12.2
ASIC Modifications
Casella has relied (where appropriate) on ASIC modifications of sections 618(2) and 653B(3) of the
Corporations Act as set out in ASIC Class Order 13/521.
Also, ASIC has published various “Class Order” instruments providing for modifications and exemptions
that generally apply to all persons including Casella, in relation to the operation of Chapter 6 of the
Corporations Act.
Amongst others, Casella has relied on the modification to section 636(3) of the Corporations Act set out in
paragraph 5(d) of ASIC Class Order 13/521 “Takeover Bids” to include references to certain statements
which are made or based on statements made in documents lodged with ASIC.
Pursuant to Class Order 13/521, the consent of the relevant person is not required for the inclusion of such
statements in this Bidder’s Statement. As required by Class Order 13/521, Casella will make available
(where reasonably appropriate) a copy of these documents (or of relevant extracts from these documents),
free of charge, to you and other PLW Shareholders who request it during the Offer Period. To obtain a
copy of these documents (or the relevant extracts), you may telephone the Information Line on 1300 393
098 (for calls made within Australia) or +61 3 9415 4161 (for calls made from outside Australia) from
Monday to Friday between 9.00am and 5.00pm (AEST).
12.3 No escalation agreements
Neither Casella nor any Associate of Casella has entered into any escalation agreement in respect of PLW
Shares that is prohibited by section 622 of the Corporations Act.
12.4 Consents
(a) Computershare Investor Services Pty Limited (Computershare) has given and has not withdrawn
its consent to be named in this Bidder's Statement as the Share Registry of PLW and for
statements in this Bidder's Statement to be attributed to Computershare in the form and context in
which it is named or in which such statements are included in this Bidder's Statement.
Computershare takes no responsibility for any part of the Bidder's Statement other than the
references to its name and statements expressly attributed to it;
(b) Barraket Stanton Lawyers are acting as solicitors to the Offer and have performed work in relation
to the Bidder's Statement. In doing so, Barraket Stanton Lawyers have placed reasonable reliance
upon information provided to them by PLW and Casella. Barraket Stanton Lawyers do not make
any statement in this Bidder's Statement. Barraket Stanton Lawyers have given and have not
withdrawn its consent to be named in this Bidder's Statement as solicitors to the Offer in the form
and context in which it is named. It takes no responsibility for any part of the Bidder's Statement
other than references to its name; and
41
(c) Roy Spagnolo & Associates are acting as financial advisers to the Bidder and have performed
work in relation to the Bidder’s Statement. In doing so, Roy Spagnolo & Associates have placed
reasonable reliance upon information provided to them by PLW and Casella. Roy Spagnolo &
Associates do not make any statement in this Bidder’s Statement. Roy Spagnolo & Associates
have given and have not withdrawn its consent to be named in this Bidder’s Statement as financial
advisers to the Offer in the form and context in which it is named. It takes no responsibility for any
part of the Bidder’s Statement other than references to its name.
12.4 Other Material Information
Except as disclosed in this Bidder's Statement, there is no other material information known to Casella
which is material to the making of the decision by a PLW Shareholder as to whether to accept the Offer.
The Corporations Act only requires that Casella disclose information which is as up to date as is
reasonable in the circumstances. Further, Casella is not required to disclose information in this Bidder's
Statement if it would be unreasonable to require Casella to do so because the information had previously
been disclosed to PLW Shareholders.
12.5
Costs and expenses
All costs and expenses of the preparation and circulation of this Bidder's Statement and the Offer, will be
paid by Casella.
12.6
Approval of Bidder's Statement
This Bidder's Statement has been approved by a unanimous resolution passed by the Directors of Casella.
42
13.
DEFINITIONS & INTERPRETATION
13.1
Defined Terms
In this Bidder's Statement, the following words have these meanings unless the contrary intention or the
context otherwise requires:
1. Acceptance Form means the form of acceptance and transfer enclosed with this Bidder's
Statement and forms part of the Offer (the Instructions on which are for guidance only and do not
form part of the Offer);
2. Adviser means, in relation to an entity, a person who in the ordinary course of its business
provides services as a financier, financial adviser, corporate adviser, legal adviser, or technical or
other expert adviser or consultant and who has been engaged in that capacity in connection with
the Offer;
3. Announcement Date means the date on which the Offer was announced by Casella and PLW;
4. ASIC means Australian Securities & Investments Commission; Associate has the meaning given
to that term in the Corporations Act;
5. A$ or $ means Australian dollars;
6. Bid Class has the meaning given to that term in the Corporations Act;
7. Bid Period has the meaning given to that term in the Corporations Act;
8. Bidder, Casella or the Company means Casella Wines Pty Limited ABN 96 060 745 315;
9. Bidder Group means the Bidder and its Subsidiaries;
10. Bidder's Statement or Statement means this document, being the replacement statement of
Bidder (including any supplementary or replacement bidder's statements) under Part 6.5 Division 2
of the Corporations Act relating to the Offer;
11. Board of Casella or Casella’s Board means the board of directors of Casella;
12. Board of PLW or PLW’s Board means the board of directors of PLW;
13. Business Day means a day on which banks are open for business in Brisbane excluding a
Saturday, Sunday or public holiday;
14. Casella means Casella Wines Pty Limited ABN 96 060 745 315;
15. Casella Group or Group or Bidder Group means Casella and its Subsidiaries;
16. CGT means Capital Gains Tax;
17. Closing Date means the last date on which the Offer is open to PLW Shareholders to accept,
namely 18 December 2014;
18. Constitution means the Constitution of Casella;
43
19. Control has the meaning given to it in section 50AA of the Corporations Act;
20. Corporations Act means the Corporations Act 2001 (Cth);
21. Defeating Conditions means the conditions as set out in Sections 10.2 of this Bidder's Statement;
22. Directors mean the directors of Casella and PLW (depending on its context) from time to time;
23. Encumbrance means a mortgage, lien, charge, pledge, assignment by way of security, security
interest, title retention, preferential right or trust arrangement, claim, covenant, profit a prendre,
easement or any other security arrangement or any other arrangement having a similar effect;
24. Foreign Shareholder or Foreign Security Holder has the meaning set out in Section 3 of this
Bidder’s Statement;
25. Government Agency means any foreign or Australian government or governmental, semigovernmental, administrative, fiscal or judicial body, department, commission, authority, tribunal,
agency or entity, or any minister of the Crown in right of the Commonwealth of Australia or any
state;
26. Instructions mean those instructions on how to accept the Offer set out more particularly on the
Acceptance Form;
27. M means millions;
28. Net Assets means an amount equal to the net assets (being total assets less total liabilities) of the
Target Group (on a consolidated basis), determined in accordance with Australian Accounting
Standards as applied in the most recent financial statements of the Target prior to the
Announcement Date;
29. Offer means the offer by Casella of to acquire all of the PLW Shares for A$1.50 cash per PLW
Share;
30. Offer Date means the date on which the Offer was first made to shareholders of PLW, namely 17
November 2014;
31. Offer Period means the period during which the Offer will remain open for acceptance as set out
at page 3 of this Bidder's Statement;
32. Officer means, in relation to an entity, its directors, officers and employees; pa means per annum;
33. Original Share Certificate means the original share certificate PLW Shareholders hold as security
for their Shares;
34. PLW or Target means Peter Lehmann Wines Limited ABN 53 059 347 910;
35. PLW Group or Target Group means PLW and its Subsidiaries;
44
36. PLW Shares, Target Shares or Shares means the issued fully paid ordinary shares in the capital
of Cape and includes all Rights attaching to them and the term PLW Share, Target Share or Share
shall have a corresponding meaning;
37. PLW’s Statement means the Target's Statement to be issued by PLW in response to this Bidder's
Statement as required under the Corporations Act,
38. Public Authority means any government or any governmental, semi-governmental, statutory or
judicial entity or authority, or any minister, department, office or delegate of any government,
whether in Australia or elsewhere. It also includes any self-regulatory organisation established
under statute and any stock exchange;
39. Register Date means 17 November 2014;
40. Related Bodies Corporate has the meaning given to that term in the Corporations Act; Relevant
Interest has the meaning given to that term in the Corporations Act; Representative means, in
relation to a person:
a. a Related Body Corporate of the person;
b. a Subsidiary of the person;
c. an Officer of the person or any of the person's Subsidiaries; or
d. an Adviser to the person or any of the person's Subsidiaries;
41. Rights means all accretions, rights or benefits of whatever kind attaching to or arising from PLW
Shares directly or indirectly after the date of this Bidder's Statement, including, without limitation,
all dividends or other distributions and all rights to receive any dividends or other distributions, or to
receive or subscribe for shares, stock units, notes, bonds, options or other securities, declared or
paid by PLW or any of its Subsidiaries;
42. Shareholders or PLW Shareholders or Shareholders of PLW or Target Shareholder mean the
current shareholders of PLW;
43. Share Registry means the registry with Computershare Investor Services Pty Limited;
44. Subsidiary has the meaning given to that term in the Corporations Act;
45. Takeover Bid has the meaning given to that term in section 9 of Corporations Act;
46. Takeovers Panel means the takeovers panel having powers under Part 6.10 of the Corporations
Act;
47. Target's Statement shall have the meaning given to it in the Corporations Act; and
48. Third Party means a person or entity other than:
a. the Target;
b. any Related Bodies Corporate of the Target;
c. the Bidder; or
d. any Related Bodies Corporate of the Bidder.
45
13.2
Interpretation
Terms used in this Bidder's Statement and Offer have the meaning (if any) given to them in Chapter 6 of
the Corporations Act unless that meaning is inconsistent with the context in which the term is used.
In the Offer unless the context otherwise requires:
(a)
headings are for convenience of reference only and do not affect the meaning of the sections
they introduce;
(b)
the singular includes the plural and vice versa;
(c)
words importing any gender include all other genders;
(d)
references to persons include corporations;
(e)
appendices and annexures to the Offer form part of the Offer;
(f)
references to paragraphs are to paragraphs in the Offer; and
(g)
references to "dollar'' or "$" are references to Australian currency
46
14. APPROVAL OF BIDDER'S STATEMENT
This Bidder's Statement has been approved by a resolution of the directors of Casella.
Dated 12 November 2014
Signed for and on behalf of Casella Wines Pty Limited t/as Casella Family Brands by:
John Casella
Managing Director
Casella Family Brands
47
Return your Form:
By Mail:
Computershare Investor Services Pty Limited
GPO Box 1326
Adelaide SA 5001 Australia
*S000001Q01*
For all enquiries:
T 000001
000
Phone:
(within Australia) 1300 393 098
(outside Australia) +61 3 9415 4161
SAMPN
MR SAM SAMPLE
UNIT 123
SAMPLE STREET
SAMPLETOWN NSW 2001
Transfer and Acceptance Form
Your form must be received by the end of the Offer Period.
This form and the Bidder's Statement are important documents that
require your immediate attention. This form relates to an offer
(“Offer”) by Casella Wines Pty Limited t/as Casella Family Brands
("Casella") to acquire 100% of your shareholding in Peter Lehmann
Wines Limited (“Peter Lehmann”) the terms of which are set out in
the Bidder's Statement from Casella dated 12 November 2014 as
replaced or supplemented (the “Bidder's Statement”). Capitalised
terms used in this form have the same meaning as in the Bidder's
Statement, unless otherwise defined.
If you are in doubt about how to deal with this Offer, please contact
your financial or other professional advisor.
Note this form can only be used in relation to the securityholding
represented by the details printed above and overleaf.
Step 1: Registration Name & Offer Details
Consideration will be issued to the name(s) as they appear on the
latest copy of the Peter Lehmann Register, as provided to
Casella. The current address recorded by Casella is printed above
and overleaf. If you have recently bought or sold
Peter Lehmann Shares your holding may differ from that
shown. If you have already sold all Your Peter Lehmann
Shares, do not complete or return this form.
Step 4: Signing Instructions
Individual: Where the holding is in one name, the securityholder
must sign.
Joint Holding: Where the holding is in more than one name, all of
the securityholders must sign.
Power of Attorney: Where signing as Power of Attorney (POA),
you must attach an original certified copy of the POA to this form.
Companies: Where the holding is in the name of a Company, this
form must be signed in accordance with the Corporations Act,
either as:
• a Sole Director and Sole Company Secretary OR a Sole
Director (if no Company Secretary exists), OR
• two Directors, OR
• a Director and Secretary.
Overseas Companies: Where the holding is in the name of an
Overseas company (companies incorporated outside Australia) the
form must be signed as above, or documentation must be provided
showing that the company can sign in an alternate manner.
Deceased Estate: All executors must sign and a certified copy of
Probate or Letters of Administration must accompany this form.
Entering contact details is not compulsory, but will assist us if we
need to contact you.
Turn over to complete the form
è
Step 2: Accept the Offer
Only sign and return this form if you wish to accept the Offer in
respect of 100%* of Your Peter Lehmann Shares for a cash
consideration of $1.50 per Peter Lehmann Share.
Step 3: Contact details
The contact details provided will only be used in the event that the
registry has a query regarding this form.
916CR_0_Sample_CA/000001/000001/i
*I1111111111*
Transfer and Acceptance Form
STEP 1
Registration Name & Offer Details
Registration Name:
Offer Details:
MR SAM SAMPLE
UNIT 123
SAMPLE STREET
SAMPLETOWN NSW 2001
Securityholding as at [Register Date]:
2000
100%* of your holding in Peter Lehmann:
By accepting the Offer, you are accepting the Offer for 100% of your
holding as recorded by Peter Lehmann as being held by you at the
date your acceptance is processed (even if different to the number stated
above).
Accept the Offer
If you correctly sign and return this form along with your original share certificate you will be deemed to have accepted the Offer to acquire
100% of Your Peter Lehmann Shares for $1.50 cash per share on the terms and conditions of the Offer as set out in the Bidder's
Statement. If you do cannot locate your share certificate then please complete, sign and return the enclosed “Lost Certificate
Declaration” form with this form.
Contact details
Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query
regarding this form.
Contact Daytime Telephone
Contact
Name
STEP 4
Signature of Securityholder(s) This section must be completed.
I/We, the person's named above, accept the Offer in respect of 100% of my/our Peter Lehmann Shares for the consideration specified
in the Offer, on the terms and conditions of the Offer as set out in the Bidder's Statement.
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director and Sole Company Secretary/
Sole Director (cross out titles as applicable)
Director
Director/Company Secretary
(cross out titles as applicable)
Privacy Notice
The personal information you provide on this form is collected by Computershare Investor Services Pty Limited (CIS), as registrar for the
securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate
actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a
corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing
privacy@computershare.com.au. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX
Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies
who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third
parties upon direction by the issuer where related to the issuer’s administration of your securityholding, or as otherwise required or authorised by
law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the
Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal
information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at
privacy@computershare.com.au or see our Privacy Policy at http://www.computershare.com/au.
S AMP N
999999