Amsterdam, 9 December 2021 – Lucas Bols N.V. (“Lucas Bols” or the “Company”), a leading global cocktail and spirits player, announces the launch of an accelerated bookbuild offering (“the Offering”) of up to 2,495,458 new shares of the Company (the “New Shares”). The Company intends to use the net proceeds from the Offering to fund the intended acquisition of Tequila Partida LLC (“Tequila Partida”) and for the completion payment of the acquisition of Nuvo, with the remainder available for de-leveraging and general corporate purposes.

Certain major shareholders have committed to subscribe for New Shares in the Offering against the Offer Price (as described below) on a pro rata basis at a minimum, i.e. proportionate to their current shareholding in the Company. Lucas Bols CEO Huub van Doorne has committed to participate in the Offering as well.

Transaction rationale
On 9 December 2021, Lucas Bols announced the intended acquisition of Tequila Partida from the Shansby Trust and Edrington USA, Inc. The intended acquisition is expected to close in the first quarter of the 2022 calendar year. The purchase price consists of a fixed component of USD 10 million and a smaller variable component which can be earned over a two-year period commencing on 1 April 2022 and is determined with reference to specific growth targets. For more information on the intended acquisition, please see the Company’s press release dated 9 December 2021.

In 2017, Lucas Bols entered into a strategic distribution partnership for the sparkling liqueur brand Nuvo and at the time was given the option to acquire the brand in full in 2023. The exercise price of that option is based on the brand’s financial performance for the Company’s financial year ended immediately prior to that exercise. Nuvo has contributed to Lucas Bols’ growth and profitability and as such, Lucas Bols is contemplating to exercise the option to acquire the Nuvo brand in full, which is expected to continue to contribute to the growth of the Company.

Besides the above, the Company has focused on strengthening its balance sheet through, amongst others, decreasing net debt and leverage. It is the Company’s intention to accelerate this process through any remaining net proceeds of the Offering and consequently gain additional financial flexibility.

The Offering
The Offering will be executed by way of a private placement of the New Shares on a non-pre-emptive basis (the “Placement”). The New Shares will rank pari passu in all respects with the existing shares of the Company and will be issued under the Company’s shareholder authorisation provided by the General Meeting and will be offered exclusively to qualified investors in the European Economic Area ("EEA") and the United Kingdom and outside the United States in ''offshore transactions'' within the meaning of, and in compliance with, Regulation S under the U.S. Securities Act of 1993, as amended (the ''Securities Act''), and to certain qualified investors in other jurisdictions.

Settlement of the transaction and admission to listing and trading of the New Shares on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V., are expected to take place on 14 December 2021. The Placement is conditional upon, amongst other things, the Admission becoming effective and upon the placement agreement between the Joint Global Coordinators, the Joint Bookrunners and the Company not being terminated in accordance with its terms.

The Company and both members of the Company’s Management Board have committed themselves to a lock-up period ending 90 calendar days after settlement of the Offering, subject to customary exceptions, as well as a waiver by the Banks. In addition, the major shareholders that committed to subscribe for New Shares in the Offering have also committed themselves to a lock-up period ending 90 calendar days after settlement of the Offering, subject to customary exceptions. The New Shares will rank pari passu in all respects with the Company’s existing shares.

No prospectus is required in respect of the Placement and no prospectus or similar document will be published in connection with the Placement.

Advisors, syndicate and bookbuilding
ABN AMRO Bank N.V. (in cooperation with ODDO BHF SCA) and Co?peratieve Rabobank U.A. (in cooperation with Kepler Cheuvreux S.A.) are acting as Joint Global Coordinators and Joint Bookrunners in relation to the Offering.

The Joint Global Coordinators will commence the Offering and books will open with immediate effect, following the release of this announcement. The timing of the closing of the books, pricing and allocations are at the absolute discretion of the Company and the Joint Global Coordinators.

The offer price of the New Shares (the "Offer Price") will be determined via an accelerated bookbuilding procedure with reference to the Company’s Euronext Amsterdam Euro share price. Details of the Offer Price and the final number of New Shares will be announced as soon as practicable after the books are closed.

For more information
Huub van Doorne (CEO) / Frank Cocx (CFO)
+31 20 570 85 75

For more information on the intended acquisition, we refer to the press release (https://www.lucasbols.com/acquisition-funding/) of this morning.