Announcement of IPO Price

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus in its final form (the "Prospectus") to be published by Stock Spirits Group PLC (the "Company" and, together with the other members of its group, "Stock Spirits Group" or the "Group") in due course in connection with the admission of the Company's ordinary shares (the "Ordinary Shares") to the premium listing segment of the Official List of the UK Listing Authority (the "UKLA") and to trading on the London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). Following its publication the Prospectus will (subject to certain access restrictions) be available from www.stockpsirits.com/ipo. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction.

22 October 2013

Stock Spirits Group PLC

Announcement of IPO Price

Stock Spirits Group, a leading Central and Eastern European branded spirits producer, today announces the successful pricing of its initial public offering (the "Offer").

· The offer price has been set at 235 pence per Ordinary Share (the "Offer Price").

· Based on the Offer Price, the total market capitalisation of Stock Spirits Group PLC at the commencement of conditional dealings will be approximately £470m.

· The Offer comprises 22,127,660 new Ordinary Shares and 87,872,340 existing Ordinary Shares (prior to any exercise of the Over-allotment Option, as defined below), representing approximately 55 per cent of the Company's total share capital at Admission.

· The Offer will raise gross proceeds of approximately £258.5m, comprising a primary component of £52.0m and secondary sales of £206.5m by certain funds and accounts managed by Oaktree Capital Management, L.P. (the "Oaktree Shareholders"), and current and former members of management.

· Conditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange at 8.00am today under the ticker STCK.

· Admission to the premium listing segment of the Official List and to trading on the London Stock Exchange and the commencement of unconditional dealings are expected to take place at 8.00am on 25 October 2013.

· As stabilising manager on behalf of the syndicate, J.P. Morgan Securities plc has been granted an over-allotment option of up to 16,500,000 Ordinary Shares by the Oaktree Shareholders, representing 15 per cent. of the Ordinary Shares comprised in the Offer (the "Over-allotment Option").

· Immediately following Admission, the Oaktree Shareholders will hold 38.3 per cent. of the Ordinary Shares (prior to any exercise of the Over-allotment Option), which are subject to a 180 day lock-up.

· J.P. Morgan Securities plc (which conducts its UK investment banking activities as "J.P. Morgan Cazenove") and Nomura International plc ("Nomura") are acting as Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners, Jefferies International Limited ("Jefferies") is acting as Joint Bookrunner and Joh. Berenberg, Gossler & Co. KG ("Berenberg") is acting as Lead Manager in relation to the Offer.

Commenting on today's announcement, Chris Heath, Group Chief Executive Officer, said:

"I am delighted with the success of the offering and the strong response from global investors demonstrating their support of the company's ambitious growth plans. This is a milestone in the company's development and I look forward to the next phase as a publicly listed company."

Publication of Prospectus

The Prospectus relating to the offer is expected to be published and will (subject to certain access restrictions) be available on Stock Spirits Group PLC's website later today. 

For further information, please contact

Forward looking statements

This announcement may include certain forward-looking statements, beliefs or opinions, including statements with respect to the Group's business, financial condition and results of operations. These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Directors' beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. The Group cautions readers not to place undue reliance on forward-looking information as by its nature, it is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results and developments to differ materially from those anticipated by the Group. Past performance of the Group cannot be relied on as a guide to future performance. Forward-looking statements speak only as at the date of this announcement and the Group and each of J.P. Morgan Cazenove, Nomura, Jefferies and Berenberg expressly disclaim any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in this announcement. No statement in this announcement is intended to be a profit forecast. As a result you are cautioned not to place any undue reliance on such forward-looking statements.

Important notice

The contents of this announcement have been prepared by and are the sole responsibility of the Company and have been approved by J.P. Morgan Cazenove and Nomura solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or any other jurisdiction where such offer or sale would be unlawful. The Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The Ordinary Shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

This communication is distributed in any member state of the European Economic Area which applies the Prospectus Directive (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are qualified investors for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this document or any of its contents. The expression "Prospectus Directive" means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

The Ordinary Shares may not be offered or sold, directly or indirectly, in Switzerland except in circumstances that will not result in the offer of the Ordinary Shares being a public offering in Switzerland within the meaning of the Swiss Code of Obligations ("CO"). Neither this document nor any other offering or marketing material relating to the Ordinary Shares constitutes a prospectus as that term is understood pursuant to article 652a or 1156 CO, and neither this document nor any other offering or marketing material relating to the Ordinary Shares may be publicly distributed or otherwise made publicly available in Switzerland. No application has been made for a listing of the Ordinary Shares on the SIX Swiss Exchange and, consequently, the information presented in this document does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange. The Company is not authorised by or registered with the Swiss Financial Market Supervisory Authority ("FINMA") as a foreign collective investment scheme. Therefore, investors do not benefit from protection under the Swiss collective investment schemes law or supervision by FINMA.

Any purchase of Ordinary Shares in the Offer should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with Admission. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

This announcement does not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned. If Admission does not occur, all conditional dealings on the London Stock Exchange will be of no effect and any such dealings will be at the sole risk of the parties concerned.

Each of (i) J.P. Morgan Cazenove, (ii) Nomura, (iii) Jefferies (each of J.P. Morgan Cazenove, Nomura and Jefferies is authorised by the Prudential Regulatory Authority and regulated in the UK by the Prudential Regulatory Authority and the Financial Conduct Authority) and (iv) Berenberg (which is authorised by the German Federal Financial Supervisory Authority and subject to limited regulation by the Financial Conduct Authority) is acting exclusively for Stock Spirits Group and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Stock Spirits Group for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offer, any of J.P. Morgan Cazenove, Nomura, Jefferies and Berenberg or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of Stock Spirits Group or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, J.P. Morgan Cazenove, Nomura, Jefferies and Berenberg or any of their respective affiliates acting as investors for their own accounts. J.P. Morgan Cazenove, Nomura, Jefferies and Berenberg or any of their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of J.P. Morgan Cazenove, Nomura, Jefferies and Berenberg or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Stock Spirits Group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock, market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.