Exchange Bulletin
Vintage Wine Estates, Inc. (VWE.U, VWE.WT.U) To Trade On Toronto Stock Exchange
June 7, 2021
Issuer: Bespoke Capital Acquisition Corp. ("BCAC")
Resulting issuer: Vintage Wine Estates, Inc. ("VWE")
| Old Securities | Old Symbol | New Securities | New Symbols |
|---|---|---|---|
| Class A restricted voting shares ("Class A Shares") | BC.U | Common shares (the "Common Shares") | VWE.U |
| Share purchase warrants ("BCAC Warrants" | BC.WT.U | Share purchase warrants (the "Warrants") | VWE.WT.U |
| Transaction: | Further to TSX Bulletins 2021-0475 dated May 13, 2021, and 2021-0435 dated April 29, 2021, BCAC entered into a transaction agreement with VWE pursuant to which, among other things, BCAC acquired, directly or indirectly, all of the equity of VWE by way of a merger between VWE and a newly formed Delaware subsidiary of BCAC (the "Transaction"). As part of the Transaction, BCAC continued from the Province of British Columbia to the State of Nevada and changed its name to Vintage Wine Estates, Inc. As a result, Class A Shares, unless previously redeemed, converted on a one- to-one basis into Common Shares. VWE became successor to BCAC under the Warrant Agreement and each outstanding BCAC Warrant continues and remains outstanding as a Warrant and entitles the holder to acquire, for payment of the exercise price, one Common Share. The Transaction constitutes BCAC's "qualifying acquisition" under Part X of the TSX Company Manual (the "Qualifying Transaction"). |
| Number of New Securities issued and outstanding: | 60,461,611 Common Shares and 26,000,000 Warrants |
| Number of New Securities reserved for issuance: | 42,926,864 Common Shares |
| Closing date of the Qualifying Acquisition: | June 7, 2021 |
| Listing and posted for trading date for New Securities: | June 9, 2021 (at the opening), not subject to the occurrence of a closing |
| Halt and delisting date for Old Securities: | Halted June 9, 2021 (at the opening) and delisted June 9, 2021 (at the close) |
| Listing category: | Industrial, exempt issuer |
| Trading currency: | US$ |
| Other market(s): | TSX is advised that the Common Shares will also be posted for trading on Nasdaq Stock Market LLC under the symbol "VWE" commencing on June 8, 2021. |
| Designated market maker: | Virtu Capital Financial ULC |
| Transfer agent and registrar: | TSX Trust Company at its principal office in Toronto |
| Security ownership registration: | Uncertificated Issue - Non-Certificated Inventory |
| Exchange procedure: | As the Class A Shares and BCAC Warrants trade in the non-certificated inventory system of CDS and no individual certificates are issued, holders of Class A Shares and BCAC Warrants need not take any action in order to receive the Common Shares and Warrants to which they are entitled. |
| Investor relations: | Kathy DeVillers Chief Financial Officer (707) 921-2822 kdevillers@vintagewineestates.com Eric Miller General Counsel (970) 281-1017 emiller@vintagewineestates.com |
| Incorporation: | Incorporated under the laws of the state of Nevada |
| Fiscal year end: | June 30 |
| Nature of business: | VWE is a vintner in the United States offering a collection of wines produced by vineyards located in California, Oregon and Washington and distributed over 50 brands through three business segments: wholesale, business-to business and direct to consumer. |
| Dividends: | VWE does not intend to pay any dividends to holders of its Common Shares for the foreseeable future. |
| Sponsorship: | Not applicable |
| Disclosure documents: | The final non-offering long form prospectus of BCAC dated May 5, 2021 (the "Prospectus") available at www.sedar.com. Capitalized terms not otherwise defined herein are as defined in the Prospectus. |
| Additional information: | The securities trading under symbol "VWE.U" and "VWE.WT" will be quoted and traded on TSX in US funds and trading information regarding "VWE.U" and "VWE.WT" will appear under the heading "Trading in US Funds" in the TSX Monthly Review. |
| Principal terms of the Warrants: | In connection with the Transaction, VWE became successor to BCAC under the Warrant Agreement. Each outstanding BCAC Warrant continues and remains outstanding as a Warrant and entitles the holder to acquire, for payment of the exercise price, one Common Share. There are otherwise no changes to the terms of the Warrants. As described in TSX bulletin 2019-0678 dated September 20, 2019: each whole Warrant is exercisable for one Common Share at an exercise price of US$11.50 per Common Share and will expire at June 7, 2026 at 5:00 p.m. (Toronto time), being five years after the completion of the qualifying acquisition of BCAC. The Warrants continue to be governed by the terms of the Warrant Agency Agreement dated August 15, 2019 between BCAC and TSX Trust Company available at www.SEDAR.com. As a result of the completion of the Qualifying Acquisition, each listed Warrant will be exercisable for one Common Share commencing 65 days following closing of the Qualifying Acquisition. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |