Offer Update

    RNS Number : 4926L
  Asia Distribution Solutions Limited
  12 January 2009
   

    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

                                                                                                                                         12
January 2009

    Offer update

    Recommended offer 
    by 
    Yarraman Winery Inc. ("YRMN") 
    for 
    Asia Distribution Solutions Limited 
    ("ADSL" or the "Company")

    On 22 December 2008, the Board of ADSL announced that the Board of YRMN had confirmed that all of the conditions of the Offer had been
either satisfied or waived and that the Offer was thereby declared unconditional in all respects. The Board of YRMN also announced that the
Offer had been extended for a further 21 days and would remain open for acceptance until 1.00 p.m. (London time) on 9 January 2009 after
which date it will close and thereafter cease to be capable of acceptance unless either: (i) an Independent Competing Bid is announced after
the date of the no extension statement; (ii) an improved Offer (in the reasonable opinion of the ADSL Board) is posted to ADSL Shareholders,
or (iii) the ADSL Board permits a further extension.
    The Board of YRMN now wishes to confirm that, as at 1.00 p.m. (London time) on 9 January 2009, YRMN had received valid acceptances of
the Offer in respect of 26,607,124 ADSL Shares, representing approximately 83.2 per cent. of the existing issued ordinary share capital of
ADSL. This includes acceptances in respect of 6,508,752 ADSL Shares (representing approximately 20.3 per cent. of the existing issued
ordinary share capital of ADSL), which were received pursuant to irrevocable undertakings provided by the ADSL Director Shareholders.  
    Save as disclosed in this announcement and in the Offer Document, neither YRMN nor any person acting in concert with YRMN for the
purposes of the Offer is interested in or has any rights to subscribe for any ADSL Shares nor does any such person have any short position
or any arrangement in relation to ADSL Shares. For these purposes 'arrangement' includes any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery of, and borrowing or lending of, ADSL Shares. An 'arrangement' also includes
any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature, relating to ADSL Shares
which may be an inducement to deal or refrain from dealing in such securities. 'Interest' includes any long economic exposure, whether
absolute or conditional, to changes in the price of securities and a person is treated as having an 'interest' by virtue of the ownership or
control of securities, or by virtue of any option in respect of, or derivative referenced to securities.
    The boards of ADSL and Yarraman confirm that the Offer will be extended for a further 14 days, until 1.00 p.m. (London time) on Friday
23 January 2009 after which date it will close and cease to be capable of further acceptance unless either: (i) an Independent Competing Bid
is announced after the date of the no extension statement; (ii) an improved Offer (in the reasonable opinion of the ADSL Board) is posted to
ADSL Shareholders.
    With valid acceptances of the Offer representing more than 75 per cent. of ADSL's issued share capital, ADSL will now apply to AIM for
admission of the ordinary shares in the Company to trading on AIM to be cancelled. Such cancellation will become effective after not less
than 20 clear business days from announcement. 
    Following this, the Company will also apply to be re-registered as a private company.
    Unless stated otherwise, terms defined in the Offer Document have the same meaning in this announcement.

    Enquiries:

 Asia Distribution Solutions Limited
 Michael Kingshott, Executive Chairman                    +44 (0) 20 7583 8833
 Steve Wong, Chief Executive Officer                           + 852 9025 0988
 http://www.asiadistributionsolutions.com

 Evolution Securities China Limited                       +44 (0) 20 7220 4850
 (Financial adviser and broker)
 Barry Saint
 Esther Lee

 Evolution Securities Limited                             +44 (0) 20 7071 4300
 (Nominated adviser)
 Jeremy Ellis
    The Directors of Yarraman Winery Inc. accept responsibility for the information contained in this announcement. To the best of the
knowledge and belief of the Directors of Yarraman Winery Inc. (who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such
information.
    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. 
    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
 
  END 
 
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