Inside Information

This announcement contains inside information for the purposes of the UK Market Abuse Regulations ('UK MAR'). Upon publication of this announcement, this inside information (as defined in UK MAR) is now considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of the Company is Mr Don Goulding, Executive Chairman.

22 June 2026

Distil PLC

("Distil" or the "Company")

Completion of Ardgowan CLN conversion

Distil plc (AIM: DIS), owner of premium drinks brands Blackwoods Gin and Vodka, RedLeg Spiced Rum and Blavod Black Vodka, announces that, further to its announcement of 4 June 2026, the conditions precedent to the early conversion of its £3 million convertible loan note in Ardgowan Distillery Company Limited have now been satisfied and the conversion has completed.

Highlights

·    Conversion of Distil's £3 million Convertible Loan Note in Ardgowan Distillery Company Limited ("Ardgowan") into an equity interest representing 10.5% of Ardgowan's current issued share capital

·    Distil to be provided with board representation at Ardgowan

·    Receipt of a cash payment of £395,000

·    With immediate effect, Distil will benefit from a rent credit of up to £170,000 in respect of the Blackwoods Brand Home located at the Ardgowan complex. This equates to approximately three years' rent, providing a significant reduction in Distil's future overhead cash costs

Conversion of the Ardgowan Convertible Loan Note

Further to the Company's announcement of 4 June 2026, the conditions precedent to the early conversion have now been satisfied and, as a result, Distil has today converted (the "Conversion") its £3 million Convertible Loan Note (the "CLN") in Ardgowan Distillery Company Limited ("Ardgowan") into shares in Ardgowan.

Distil has received a payment of £395,000, comprising the £195,000 escrow deposit held under the original CLN agreement and a further £200,000. Distil has also received a waiver of rent with effect from Conversion until the aggregate amount of rent waived reaches £170,000. The waiver relates to the Blackwoods Brand Home located at Ardgowan. Distil currently pays rent of approximately £46,000 per annum, payable monthly and subject to periodic RPI-linked rent reviews.

Shareholding in Ardgowan

Following Conversion, Distil holds 48,247 shares in Ardgowan, representing 10.5% of Ardgowan's issued share capital.

Don Goulding, who currently attends Ardgowan board meetings as an observer, is expected to join the Ardgowan board shortly.

Supplemental Agreement

As previously announced, upon Conversion Distil became a party to a supplemental agreement with certain principal shareholders of Ardgowan, which amends the existing shareholders' agreement entered into in 2021. In addition, Distil holds its shares in Ardgowan subject to Ardgowan's amended articles of association. A summary of the principal provisions of the supplemental agreement and the amended articles is set out below.

Summary of principal provisions

Issue of shares (article 3): unless otherwise approved by a majority, any allotment, grant or disposal of relevant securities must first be offered to qualifying ordinary shareholders on a pro rata basis. These pre-emption provisions do not apply to allotment or issue of any shares issued to new investors for the purpose of raising further funds.

Permitted Transfers (article 5): the amended articles permit transfers with the prior written consent of a majority and also contain customary exceptions for transfers to family members, family trusts, certain permitted transferees connected with Roland Grain and, subject to notice, certain minor shareholders.

Pre-emption on share transfers (article 6): subject to certain exceptions, a shareholder wishing to transfer shares must first serve a transfer notice and comply with customary pre-emption procedures. If no price is agreed, the transfer price is determined by reference to the lower of the proposed price and fair value, as determined by the auditors.

Compulsory Transfers (article 7): if an event of default occurs in relation to a shareholder holding 5% or more of the ordinary shares, the remaining shareholders may serve a default notice, following which those shares become disenfranchised and may be subject to compulsory transfer.

Drag Along (article 8): if shareholders constituting a majority wish to transfer all of their shares to a third-party purchaser, they may require the remaining shareholders to transfer their shares on the same terms.

Tag Along (article 9): except in the case of a permitted transfer, no sale or other disposition of shares resulting in a change of control may take place unless approved by a majority and accompanied by a tag-along offer to the remaining shareholders.

General Meetings (article 10): the quorum for a general meeting is two or more shareholders together holding not less than 25% of the ordinary shares, present in person, by proxy or by duly appointed corporate representative.

Ardgowan

As previously announced, Ardgowan's board, together with its shareholders, convertible loan note holders and lender, has agreed a range of measures intended to recapitalise Ardgowan's balance sheet.

By recapitalising its balance sheet, and in particular removing the CLNs and anti-dilution provisions, Ardgowan is relieved of c. £14m (including accrued and rolled up interest to maturity) of CLNs and c. £0.6m of annual interest cost.

This simplification of the balance sheet, together with the new shareholders' agreement, will make the business more attractive to prospective investors, facilitating the raising of additional capital to accelerate growth, rather than relying on debt facilities.

Distil believes that this improved position should assist Ardgowan in attracting further investment and supporting future growth, which would be in the interests of Distil as a 10.5% shareholder.

In the current financial year ending 30 June 2026, Ardgowan has delivered revenue growth of more than 500%. The company has also expanded its product portfolio through the launch of six new single cask editions within its Clydebuilt range.

Since opening for tours and tastings in August 2025, the Ardgowan Distillery visitor centre has achieved the highest traveller ranking on Tripadvisor among attractions in Inverkip.

Against this background, production continues to be ramped up to enable further maturing stock to be laid down, supported by the recent connection to the mains power supply.

Blackwoods

Since opening in February 2026, the Blackwoods Brand Home has received strong visitor feedback and currently holds a 5-star Google rating and a number 4 ranking on Tripadvisor.

The Blackwoods team has also made progress in engaging local tourism bodies and tour operators to increase footfall during the current season and into 2027. The Brand Home offers tours and tastings, cocktail masterclasses and, in due course, a gin school, together with a cocktail bar and retail offering.

The opening of the Blackwoods Brand Home has also given the brand a strong platform from which to engage the on-trade, with listings having been won as a result.

Distil believes the Blackwoods Brand Home provides a strong platform for further brand development over the coming season and beyond.

Unless otherwise defined in this announcement, capitalised terms used in this announcement shall have the meanings given to them in the Company's announcement of 4 June 2026.

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