ADSL Asia Distrib.

    RNS Number : 2116H
  Asia Distribution Solutions Limited
  31 October 2008
   



    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

    Update on recommended offer
    by or on behalf of
Yarraman Winery, Inc. ("YRMN")
for
Asia Distribution Solutions Limited ("ADSL" or the "Company")


    *     On 4 September 2008, the Company announced that agreement had been reached between the Boards of ADSL and YRMN on the terms of a
recommended offer to be made by or on behalf of YRMN for the entire issued and to be issued share capital of ADSL (the "Offer").

    *     The Offer values the whole of the issued and to be issued ordinary share capital of ADSL at approximately $27 million (�16
million**), based on a valuation of $0.42 per YRMN Share, comprising $25.62 million (�15.62 million**) in respect of the whole of the issued
share capital of ADSL and approximately $0.91 million (�0.51 million**) in respect of the to be issued share capital of ADSL, being the same
amounts as were envisaged in the announcement made on 4 September 2008. The Offer corresponds to a valuation of each issued ADSL Share of up
to $0.80 (up to 48 pence**). 

    *     The to be issued share capital of ADSL is to be satisfied, upon the Offer being declared unconditional in all respects, by the
issue to certain directors, senior managers and advisers of ADSL, in consideration for them waiving their options and accrued remuneration
rights, of approximately 2.175 million new YRMN Shares, reflecting their contribution in bringing the deal to a successful conclusion. The
issue of these new YRMN Shares will also further incentivise these individuals to build the Enlarged Group effectively in the future.
Further details will be included in the offer document.

    *     The mid-market closing price of ADSL Shares on 3 September 2008 was 22.5 pence, giving ADSL a market capitalisation of
approximately �7.19 million. The Offer therefore currently represents a premium of up to 113 per cent. over the mid-market closing price of
an ADSL Share on 3 September 2008.

    *     The process for implementing the Offer is being refined to provide for registration of the new YRMN Shares with the United States
Securities and Exchange Commission, which may take up to six months. YRMN has confirmed that the new YRMN Shares issued to ADSL Shareholders
will provide ADSL Shareholders with clear title to the new YRMN Shares at the point the new YRMN Shares are issued to ADSL Shareholders, but
the new YRMN Shares will not be freely tradeable until the registration of such new YRMN Shares has occurred, or there is an available
exemption from registration for the resale of the new YRMN Shares.

    *     Following further negotiations, YRMN has also reached agreement to acquire the Jugiong Vineyard in South Australia, comprising 475
acres of vineyard and a grape supply contract which has 4 years remaining, from certain of the shareholders of Delta Dawn (who are also
shareholders in YRMN).  The consideration for this acquisition is payable by YRMN and amounts to $6 million, to be satisfied by way of a two
year redeemable convertible note to be issued by YRMN, bearing interest at 6 per cent per annum and the assumption of $5 million of
outstanding debt against the property.  The acquisition of these assets is interconditional with the Offer being made and declared
unconditional in all respects.

    *     The Board of ADSL will unanimously recommend that ADSL Shareholders accept the Offer.

    *     An offer document setting out the full terms of the Offer and procedure for its acceptance will be posted as soon as possible and
further announcements will be made when appropriate.

    **based on US$/�: 1.64, the approximate rate prevailing on the day before this announcement
    Enquiries:

    
    
 Asia Distribution Solutions Limited                                          
 Michael Kingshott, Executive Chairman                     +44 (0)20 7583 8833
    
 Steve Wong, Managing Director                                  +852 9025 0988
       
 http://www.asiadistributionsolutions.com/                                    
                                                                              
 Evolution Securities China Limited                        +44 (0)20 7220 4850
 (Financial adviser and broker)                                               
 Barry Saint                                                                  
                    
 Armen Ho                                                                     
                  
                                                                              
 Evolution Securities Limited                              +44 (0)20 7071 4300
 (Nominated adviser)                                                          
 Jeremy Ellis                                                                 
                    
    
Evolution Securities China Limited, which is authorised and regulated by the Financial Services Authority, is acting for ADSL and no-one
else in connection with the Offer and will not be responsible to anyone other than ADSL for providing the protections afforded to customers
of Evolution Securities China Limited, or for providing advice in relation to the Offer.

    The Offer is not being made, directly or indirectly, in or into, or by use of emails or the mail, or by any other means or
instrumentality (including, without limitation, telephonically or electronically) of a national securities exchange, of any
jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. This document does not constitute an offer
in any such jurisdictions and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or otherwise
from or within any such jurisdiction. Accordingly, copies of this document are not being, nor should be, mailed, transmitted or otherwise
distributed, in whole or in part, in or into any such jurisdiction.
    Shareholders are reminded that the City Code on Takeovers and Mergers does not apply to the Company as it is incorporated in the Cayman
Islands and has its operations in China. The Offer is therefore unregulated by the UK takeover authorities. The Company's articles of
association do, however, contain certain takeover protections which the board will enforce in respect of the Offer. A copy of the Company's
articles of association may be viewed at the Company's website at http://www.asiadistributionsolutions.com. In addition, as was announced on
4 September 2008, both ADSL and YRMN have entered into an implementation agreement which contains inter alia provisions as to the conduct of
the Offer by YRMN, including an offer timetable which adopts certain key principles of the City Code and which will be described in more
detail in the offer document.
    The Company has 31,969,358 ordinary shares in issue and admitted to trading on the AIM market of London Stock Exchange plc under the
ISIN code KYG0538E1035.




This information is provided by RNS
The company news service from the London Stock Exchange
 
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