CVC Capital Partners Limited reached an agreement on the terms of a recommended offer to acquire Stock Spirits Group PLC (LSE:STCK) from a group of shareholders for approximately ?750 million on August 12, 2021. Offer will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. For each Stock Spirits share, Offeror will pay ?3.77 per share in cash. The cash consideration payable by CVC to the Stock Spirits Shareholders under the terms of the Offer will be financed by a combination of: (i) equity capital committed and to be invested by CVC Funds; and (ii) an interim term and revolving facility agreement dated on or around the date of this announcement between CVC as original borrower and Bank Handlowy w Warszawie S.A. and ING Bank N.V., London Branch as original lenders (collectively, the "Debt and Equity Finance Arrangements"). As of September 8, 2021, CVC Capital Partners Limited announced Bank Handlowy w Warszawie S.A. and ING Bank N.V., London Branch in their capacity as original interim lenders and underwriters of the senior facilities and Citibank, N.A., London Branch and ING Bank N.V., London Branch in their capacity as arrangers of the interim facilities and the senior facilities, have entered into (i) a global transfer certificate and amendment letter relating to the interim facilities agreement (the "IFA Global Transfer Certificate and Amendment Letter") with Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska, Komercn? banka, a. s. and UniCredit S.p.A. (the "New Interim Lenders") together with ING Bank N.V. as interim agent and interim security agent, CVC Capital Partners Limited as the company and Sunray Gamma S.? r.l., under which, among other things, each of the New Interim Lenders will be transferred ?8.12 million under interim facility A, ?24.4 million under interim facility B and ?10 million under the interim revolving facility and is named as an arranger under the interim facilities agreement; (ii) an amended and restated commitment letter (the "Amended Commitment Letter") and an amended and restated fee letter (the "Amended Fee Letter") with Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska, Komercn? banka, a. s. and UniCredit S.p.A. (the "New Underwriters") together with CVC Capital Partners Limited, under which, among other things, each of the New Underwriters agrees to underwrite ?8.12 million under facility A, ?24.4 million under facility B and ?10 million under the revolving facility and is named as a mandated lead arranger; and (iii) a new interim facilities agreement conditions precedent status letter together with the New Interim Lenders setting out the status of the conditions to funding under the interim facilities agreement (the "New CP Status Letter"). Following completion of the Offer, CVC intends for Stock Spirits to operate as a standalone business. Upon completion of the Offer, it is intended that each of the non-executive members of the Stock Spirits board of directors will resign from his or her office as a Director of Stock Spirits. CVC confirms that, following completion of the Offer, it intends to fully safeguard the existing contractual and statutory employment rights, including in relation to pension schemes, of all Stock Spirits management and employees in accordance with applicable law. CVC expects that following the Offer, the location of Stock Spirits' headquarters and central support functions and roles may be moved out of the UK to Central Europe. It is intended that an application will be made to the FCA for the cancellation of the listing of the Stock Spirits Shares on the Official List and to the London Stock Exchange for the cancellation of trading of the Stock Spirits Shares on the London Stock Exchange's main market for listed securities, in each case, with effect as of or shortly following the Effective Date. Prior to the Scheme becoming effective, it is intended that a request will be made to the Prague Stock Exchange to delist Stock Spirits' shares once the Scheme has become effective. The directors of Stock Spirits, who have been so advised by J.P. Morgan and Numis as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. Accordingly, the directors of Stock Spirits intend unanimously to recommend to Stock Spirits Shareholders to vote in favor of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as they have irrevocably undertaken to do in respect of the 837,243 Stock Spirits Shares which they hold and which they control (or can procure the control of) the voting rights representing approximately 0.419% of the issued ordinary share capital of Stock Spirits. The Court Meeting and General Meeting will be held on September 20, 2021. The scheme also subject to approval from not less than 75% shareholders of Stock Spirits, a Phase 1 clearance decision or decisions in the European Union are received, approval of European Commission, regulatory clearances, the Scheme is sanctioned by Court, the Scheme becoming unconditional and other conditions. As of November 15, 2021, European Union has approved the transaction. On September 20, 2021, shareholders of Stock Spirits Group P at the Court Meeting and General Meeting approved the transaction. As on November 25, 2021, transaction is approved by the High Court of Justice in England and Wales. The Offer is expected to become effective between early December 2021 to early January 2022. Long-Stop Date of the transaction is May 12, 2022. As per update on November 15, 2021, scheme will be effective on November 29, 2021, while record date is November 26, 2021. Sian Evans and Peter Brown of Citigroup Global Markets Limited acted as financial advisors and Freshfields Bruckhaus Deringer LLP and Clifford Chance LLP acted as legal advisors to CVC. Dwayne Lysaght, Jeannette Smits van Oyen and Jonty Edwards of J.P. Morgan Securities plc and Luke Bordewich, Stuart Ord and Tom Jacob of Numis Securities Limited acted as financial advisors and Steve Weatherley, Richard Smith, Claire Jackson, Phil Linnard, Kerry O?Connell and Sally Kenward of Slaughter and May acted as legal advisor to Stock Spirits Group PLC. CVC Capital Partners Limited completed the acquisition of Stock Spirits Group PLC (LSE:STCK) from a group of shareholders on November 29, 2021. As on November 29, 2021, the Scheme has become effective and in accordance with its terms and, pursuant to the Scheme, the entire issued, and to be issued, ordinary share capital of Stock Spirits is now owned by CVC Capital Partners. A Scheme Shareholder on the register of members of Stock Spirits at the Scheme Record Date being November 26, 2021, will be entitled to receive ?3.77 per share. Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the de-listing of Stock Spirits Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of Stock Spirits Shares on the London Stock Exchange's main market for listed securities. These applications are expected to take effect by November 30, 2021. A notification has been made to the Prague Stock Exchange in relation to the de-listing of Stock Spirits Shares from the Free Market of the Prague Stock Exchange. This de-listing is expected to take effect at the same time as the de-listing of Stock Spirits Shares on the London Stock Exchange's main market for listed securities. As the Scheme has now become Effective, Stock Spirits duly announces that, David Maloney, John Nicolson, Mike Butterworth, Kate Allum, Diego Bevilacqua and Tomasz Blawat have tendered their resignations and have stepped down from the Stock Spirits Board.