ANDREW PELLER LIMITED

Transcription

1 ANDREW PELLER LIMITED ANDREW PELLER LIMITÉE ANNUAL INFORMATION FORM JUNE 26, 2013

2 TABLE OF CONTENTS ITEM # ITEM PAGE 1 FORWARD-LOOKING INFORMATION 3 2 CORPORATE STRUCTURE 3 3 GENERAL DEVELOPMENT OF THE BUSINESS 4 4 NARRATIVE DESCRIPTION OF THE BUSINESS 5 5 DIVIDEND POLICY 13 6 DESCRIPTION OF CAPITAL STRUCTURE 13 7 MARKET FOR SECURITIES 14 8 DIRECTORS AND OFFICERS 15 9 TRANSFER AGENT AND REGISTRAR INTEREST OF EXPERTS REPORT OF THE AUDIT COMMITTEE ADDITIONAL INFORMATION SCHEDULE A 18 2

3 FORWARD-LOOKING INFORMATION Certain statements in this Annual Infrmatin Frm ( AIF ) may cntain frward-lking statements within the meaning f applicable securities laws, including the safe harbur prvisins f the Securities Act (Ontari) with respect t Andrew Peller Limited ( APL r the Cmpany ) and its subsidiaries. Such statements include, but are nt limited t, statements abut the grwth f the business in light f the Cmpany s acquisitins; its launch f new premium wines; sales trends in freign markets; trends in capital expenditures and sales and marketing expenses f the Cmpany; its investments in vineyards; its supply f dmestically grwn grapes; internatinal grape surplus and price discunting; cnsumer demand; and current ecnmic cnditins. These statements are subject t certain risks, assumptins and uncertainties that culd cause actual results t differ materially frm thse included in the frward-lking statements. The wrds believe, plan, intend, estimate, expect r anticipate and similar expressins, as well as future r cnditinal verbs such as will, shuld, wuld and culd and similar verbs ften identify frward-lking statements. We have based these frward-lking statements n ur current views with respect t future events and financial perfrmance. With respect t frward-lking statements cntained in this AIF, APL has made assumptins and applied certain factrs regarding, amng ther things: future grape, glass bttle and wine prices; the Cmpany s ability t btain grapes, imprted wine, glass and its ability t btain ther raw materials; fluctuatins in the U.S./Canadian dllar exchange rates; its ability t market prducts successfully t its anticipated custmers; the trade balance within the dmestic Canadian wine market; market trends; reliance n key persnnel; prtectin f the Cmpany s intellectual prperty rights; the ecnmic envirnment; the regulatry requirements regarding prducing, marketing, advertising and labelling its prducts; the regulatin f liqur distributin and retailing in Ontari; and the impact f increasing cmpetitin. These frward-lking statements are als subject t the risks and uncertainties discussed in the Risk Factrs sectin and elsewhere in this AIF and ther risks detailed frm time t time in the publicly filed disclsure dcuments f APL which are available at Frward-lking statements are nt guarantees f future perfrmance and invlve risks, uncertainties and assumptins which culd cause actual results t differ materially frm thse cnclusins, frecasts r prjectins anticipated in these frward-lking statements. Because f these risks, uncertainties and assumptins, yu shuld nt place undue reliance n these frward-lking statements. The Cmpany s frward-lking statements are made nly as f the date f this AIF, and except as required by applicable law, APL undertakes n bligatin t update r revise these frward-lking statements t reflect new infrmatin, future events r circumstances r therwise, r t explain material differences between actual events after the date f this AIF and such frward-lking statements. All infrmatin cntained in this dcument is given as at March 31, 2013 unless therwise indicated. CORPORATE STRUCTURE Incrpratin Andrew Peller Limited was incrprated under the laws f Canada by Letters Patent dated the 7th day f April, 1965 and as amended frm time t time by Supplementary Letters Patent. The Cmpany was cntinued under a Certificate f Cntinuance dated the 30th day f Octber, 1978, pursuant t Sectins 181 and 261 f the Canada Business Crpratins Act. On June 30, 1994, the Cmpany amalgamated with Hillebrand Estates Winery Limited under Sectin 185 f the Canada Business Crpratins Act. On April 1, 2003 the Cmpany amalgamated with Andrés Wines (B.C.) Ltd. and Andrés Wines Atlantic Ltd. under Sectin 185 f the Canada Business Crpratins Act. On April 1, 2006, the Cmpany amalgamated with its whllywned subsidiary, Cascadia Brands Inc. ( Cascadia ), and Cascadia s whlly-wned subsidiaries Calna Wines Limited, Canada Ltd. (frmerly, Internatinal Ptter Distilling Crpratin), and Canada Inc. (frmerly, Arctica Distilling Crpratin) under Sectin 185 f the Canada Business Crpratins Act under the name Andrés Wines Ltd./Les Vins Andrés Ltée. On April 1, 2007, the Cmpany amalgamated with its whlly-wned subsidiaries, Canada Inc. (frmerly, Ontari Inc.), Grady Wine Marketing Inc., and Frbes Fraser Wines Ltd. under Sectin 185 f the Canada Business Crpratins Act. On April 1, 2007, Winexpert Inc., Canada Inc. (frmerly, Wine Nt Inc.), and Vinec Internatinal Prducts Ltd., amalgamated under Sectin 185 f the Canada Business Crpratins Act t frm Canada Inc., a new whlly-wned subsidiary f the Cmpany. On March 31, 2009, Canada Inc. changed its name t Glbal Vintners Inc. On April 1, 2012, the Cmpany amalgamated with Rcky Ridge Vineyards Inc. under Sectin 185 f the Canada Business Crpratins Act. The Cmpany perates under the name Andrew Peller Limited/Andrew Peller Limitée. The authrized capital f the Cmpany cnsists f an unlimited number f Preference Shares, issuable in ne r mre series, f which 33,315 are designated as Preference Shares, Series A, an unlimited number f Class A Shares (nn-vting) and an unlimited number f Class B Shares (vting). The Cmpany s head and registered ffice is lcated at 697 Suth Service Rad, Grimsby, Ontari, L3M 4E8. Subsidiaries The fllwing is APL s structure, including its significant subsidiaries as f the fiscal year ended March 31, 2013 and their jurisdictin f incrpratin. All subsidiaries are whlly wned. 3

4 Andrew Peller Limited (Canada) Canrim Packaging Ltd. (Canada) Sandhill Vineyards Ltd. (Canada) Glbal Vintners Inc. (Ontari) The Small Winemakers Cllectin Inc. (Ontari) Wine Kitz Franchise Inc. (Ontari) GENERAL DEVELOPMENT OF THE BUSINESS The Cmpany is engaged in the prductin, bttling and marketing f wines in Canada. The Cmpany imprts bttled premium wines frm arund the wrld and markets them thrugh Grady Wine Marketing ( GWM ), and The Small Winemakers Cllectin Inc. ( SWM ). Vinec Internatinal Prducts, Winexpert, and Wine Kitz divisins f Glbal Vintners Inc. ( GVI ) are prducers f wine kits and related accessries fr the hme winemaking market. Canada has jined ther leading wine prducing cuntries in the develpment f a bdy f regulatins and standards fr 100% Canadian cntent wines knwn as the Vintners Quality Alliance ( VQA ) system. The VQA system versees the regulatin f the premium wine industry in Canada and has becme recgnized thrughut the wrld as the appellatin system fr Canadian wines that meet strict standards f excellence. The market fr wine in Canada has cntinued t grw due t increased cnsumptin by yung cnsumers wh have mre recently adpted wine as their beverage f chice, the widely reprted health benefits f mderate wine cnsumptin and a mvement twards an increased cnsumptin f wine made by an aging ppulatin wh favur the mre sphisticated experience that wine ffers. These events have precipitated significant change in the Canadian wine industry. In rder t succeed in this new envirnment, the Cmpany has undertaken strategic grwth initiatives t emerge as a leading participant in the Canadian wine market. Over the past three years, certain events have influenced the general develpment f APL s business. Effective Octber 1, 2009, the Cmpany entered int an agreement t dispse f its wnership interests in Granville Island Brewing Cmpany Ltd. ( GIB ) and Mainland Beverage Distributin Ltd. ( MD ) t Creemre Springs Brewery Ltd. fr prceeds f apprximately $26.2 millin, $25.0 millin was received during the fiscal year ending March 31, 2010 and $0.2 was received during the first quarter f fiscal The balance f the prceeds f apprximately $1.0 millin were received during May The transactin clsed n May 1, The Cmpany recrded an after tax gain n the sale f apprximately $11.9 millin. On May 25, 2010, the Cmpany sld apprximately 6 acres f vineyard in the Okanagan Valley t Burrwing Owl Vineyards Ltd. fr prceeds f apprximately $0.8 millin. Prceeds were used t reduce bank indebtedness. On March 10, 2011, the Cmpany annunced that it had filed a Ntice f Intentin t make a nrmal curse issuer bid t purchase fr cancellatin up t a maximum f 594,412 f its Class A Nn-Vting Shares ( Class A Shares ) thrugh the facilities f the Trnt Stck Exchange which represents 5% f the Cmpany s issue and utstanding Class A Shares. The nrmal curse issuer bid was t remain in effect until the earlier f March 31, 2012 r the date n which the Cmpany had purchased the maximum number f Class A Shares permitted. As f March 31, 2011the Cmpany had acquired 594,412 Class A Shares fr ttal cnsideratin f apprximately $5.2 millin at an average price f $8.75 per Class A Share. On Octber 28, 2011, the Cmpany cmpleted the purchase f the inventry and intangible assets f Cellar Craft Internatinal, a cnsumer made wine business lcated in Western Canada fr apprximately $2.7 millin. Cellar Craft is best knwn fr their grape skin prduct which allws the cnsumer t ferment red wine n the skin pulling mre f the natural tannins int the wine. On Nvember 8, 2011, the Cmpany finalized a ten year licensing agreement with Wayne Gretzky which gives the Cmpany 4

5 the exclusive right t use certain Wayne Gretzky related brand names in the manufacturing and selling f wine prducts in Canada. Bth parties have the ptin t terminate the agreement after three years upn prviding tw years ntice. On the same date, the Cmpany purchased $2.7 millin f inventry frm Wayne Gretzky Estate Winery Limited. On April 1, 2012, the Cmpany amalgamated with Rcky Ridge Vineyards Inc. The Cmpany cntinuusly reviews its premium and ultra-premium prtfli f wines t ensure its brands are well psitined fr grwth in the grwing Canadian wine industry. Marketing and sales supprt will be fcussed n key brands sld acrss the cuntry and management expects sales and marketing expenses fr fiscal 2014 t increase ver fiscal 2013 levels. The Cmpany will cntinue t invest in capital expenditure prgrams t supprt its nging cmmitment t prducing the highestquality wines. The Cmpany will cntinue t evaluate investment pprtunities, including acquisitins, which supprt its strategic directin. NARRATIVE DESCRIPTION OF THE BUSINESS General As at March 31, 2013, the Cmpany is Canada s secnd largest prducer and marketer f wines, with leading brands in all segments f the market in Canada. With wineries in British Clumbia ( B.C. ), Ontari and Nva Sctia, the Cmpany markets wines prduced frm grapes grwn in Ontari s Niagara Peninsula, B.C. s Okanagan and Similkameen Valleys and frm vineyards arund the wrld. The Cmpany s award-winning premium and ultra-premium VQA brands include Peller Estates, Trius, Hillebrand, Thirty Bench, Crush, Wayne Gretzky, Sandhill, Calna Vineyards Artist Series, and Red Rster. Cmplementing these premium brands are a number f ppularly priced varietal wine brands including Peller Estates French Crss in Eastern Canada, Peller Estates Prprietrs Reserve in Western Canada, Cpper Mn, XOXO, skinnygrape, Veran and Crc Crssing. Hchtaler, Dmaine D Or, Schlss Laderheim, Ryal, and Smmet are ur key value priced wine brands. The Cmpany imprts wines frm majr wine regins arund the wrld t blend with dmestic wine t craft these ppularly priced and value priced wine brands. With a fcus n serving the needs f all wine cnsumers, the Cmpany prduces and markets premium persnal winemaking prducts thrugh its whlly-wned subsidiary, GVI, the recgnized wrld leader in persnal winemaking prducts. GVI distributes prducts thrugh ver 250 Winexpert and Wine Kitz authrized retailers and franchisees and mre than 600 independent retailers acrss Canada, the United States, the United Kingdm, New Zealand and Australia. GVI s award-winning premium and ultra-premium winemaking brands include Selectin, Vintners Reserve, Island Mist, Kenridge, Cheeky Mnkey, Ultimate Estate Reserve, Traditinal Vintage, Cellar Craft and Artful Winemaker. The Cmpany wns and perates 102 well-psitined independent retail lcatins in Ontari under The Wine Shp, and WineCuntry Vintners stre names. The Cmpany als wns GWM based in Vancuver and SWM based in Ontari; bth f these wine agencies are imprters f premium wines frm arund the wrld and are marketing agents fr these fine wines. The Cmpany s prducts are sld predminantly in Canada with a fcus n exprt sales fr its icewine and persnal winemaking prducts. Thirty Bench vineyard and winery is a small estate winery that prduces VQA wines under the Benchmark and Reserve brands. Red Rster winery is a small estate winery that prduces brands under the Red Rster label. Business Strategy The Cmpany is cmmitted t a strategy f grwth that fcuses n the expansin f its cre business as a prducer and marketer f quality wines thrugh cncentrating n and develping leading brands that meet the needs f its custmers. This strategy is supprted by sphisticated sales, marketing, prmtinal and distributin prgrams, as well as by an n-ging review f pprtunities in the market t launch new brands that meet the needs f custmers. The Cmpany will cntinue t explre pprtunities in internatinal markets t distribute its wines. In additin, the Cmpany cntinues t seek ut ptential acquisitins that supprt its strategic directin and meet its grwth and investment return criteria. Sales The Cmpany s net sales fr the year ended March 31, 2013 were $289.1 millin. Net sales and percentage f sales by gegraphic regin were as fllws: Gegraphic Regin $ millins % $ millins % 5 Western Canada Ontari Québec Atlantic Canada Exprt Ttal

6 The Cmpany s net sales vlume is seasnal with highest vlumes in the third quarter. Net sales and percentage f sales by quarter were as fllws: Quarter $ millins % $ millins % First Secnd Third Furth Ttal Principal Prducts The Cmpany ffers prducts acrss many segments f the wine market including: value priced blended table wines (<$8), value priced sparkling and frtified wines (<$8), ppular priced varietal wines ($8-12), entry level VQA wines ($10-15), premium priced VQA wines ($15-20) and super-premium priced VQA wines (>$20), which includes table wine, icewine and sparkling wine. In fiscal 2013 the cmpany launched a new brand int the imprt $10-15 wine segment, a Spanish brand called Veran priced at $15. The Cmpany s tw largest wine brands Peller Estates French Crss/Prprietrs Reserve Varietals and Cpper Mn cmpete in the ppular priced varietal wine segment and rank 1 st and 3 rd respectively amngst all varietal wines in the $8-12 segment in English Canada., the 2 nd largest brand in the segment. French Crss/Prprietrs Reserve varietals declined slightly during the year. Cpper Mn grew n the strength f the new bag in bx listings and the achievement f distributin at Bstn Pizza. XOXO,which is a varietal wine with listings in Ontari and Atlantic Canada and is targeted twards yunger females, als grew slightly during the year. In fiscal 2013 the Cmpany launched a new brand int the $10-12 price range f the ppular priced varietal segment called skinnygrape with tw white fferings: Pint Grigi and Chardnnay. The skinnygrape brand prpsitin ffers fabulus flavur while ffering nly 80 calries in a 5 z. glass cmpared t120 calries in a glass f regular table wine. The lw calrie segment is grwing with many new entries abut t cme t Canada. Three f the cmpany's tp 10 brands, Peller Estates French Crss/Prprietrs Reserve blends ( Peller Blends ), Dmaine D'r, and Hchtaler cmpete in the value blended segment. All three brands rank in the tp 5 blended wine brands in English Canada. Hchtaler and Dmaine D r each lst a small amunt f share during the year while the Peller Blends have grwn in size and gained market share in this declining segment. Other key brands that the cmpany has in the value blended segment are Ryal, Franciscan, Baby Canadian, Schlss Laderheim, and Baby Duck. The Cmpany als sells value priced frtified wines, with Fine Old Sherry being the largest brand. Panama Jack, a wine based Irish cream liqur prduct sells in Ontari and is ne f the Cmpany's tp 15 brands. Peller Estates Family Series are VQA wines, that are made with either Ontari r B.C. grapes depending n the prvince they are sld in. Trius is an Ontari surced VQA wine. Bth f these brands are in the Cmpany s tp 10 and cmpete in the entry priced VQA segment. Peller Estates Family Series grwth are being driven by gains in licensee listings acrss the cuntry and thrugh slid grwth in key liqur bards. Trius had anther successful year as the three white fferings, Chardnnay, Riesling and Sauvignn Blanc, all had high duble digit grwth. Calna Vineyards VQA, a B.C. wine nted fr its armatic white prtfli, als grew abve market rate during the year. Crush, a new Ontari VQA brand launched in fiscal 2012, added tw new fferings in the last half f fiscal 2013 including Midnight Cab and Riesling Gewürztraminer. Crush will be the exclusive wine supplier t the 2013 Nrth by Nrth East Festival, ne f the marquee events in Trnt s entertainment calendar and a crnerstne f the annual Nrth American festival circuit. Wayne Gretzky wines, a brand that APL licences frm the Gretzky family, grew due t strng sales in new distributin channels within Ontari, including The Wine Shp and WineCuntry Vintners but sales were cnstrained in the LCBO due t a lack f supply. Wayne Gretzky Riesling was replaced with the mre ppular Pint Grigi grape in the LCBO last Nvember. Sandhill was the Cmpany s nly tp 10 wine brand that cmpeted in the premium VQA segment. Sales were dwn slightly in fiscal 2013 due t cnstrained supply and reduced sales in licensee accunts that mved t lwer priced VQA wines. Sandhill ffers the cnsumer wines made frm a single vineyard. Sandhill Pint Gris ffering is surced frm the Cmpany's crprately leased Hidden Terrace Vineyard. 6

7 Red Rster, a grwing premium VQA brand in B.C., had strng sales in its red prtfli with all fferings selling ut befre the next vintage was available. Scial marketing initiatives were successful in generating ne f the mst fllwed B.C. VQA brands. Peller Estates Private Reserve, which is available in bth Ontari and B.C., als cmpetes in this segment. Thirty Bench is a smaller Ontari VQA brand frm a butique winery n the Beamsville Bench. Winemakers Riesling ffering, which sells fr $18.95, grew at a duble digit rate in the LCBO in spite f limited supply. It was awarded a Vintages Essentials listing in the LCBO in the last half f fiscal A Vintages Essentials listing, aggressively sught after by all glbal wine cmpetitrs wh have premium wine fferings,is very difficult t btain. Andrew Peller Signature Series was the Cmpany's nly tp 10 brand that cmpeted in the super premium VQA segment. The stellar 2010 red vintage was released in the furth quarter f fiscal 2013 and is expected t drive strng sales. Als ffering wines in the >$20 segment were Hillebrand Shwcase and Trius Grand Red. The Hillebrand Shwcase label was redesigned in fiscal 2013 and wn Brnze in the Best Label Design categry at the 2013 Ontari Wine Awards. Trius Brut was the tp selling VQA sparkling wine in the LCBO. Peller Estates Ice Cuvée and Ice Cuvée Rsé were ppular fferings in premium wine channels. Starting in fiscal 2013 cnsumers culd buy Peller Estates Ice Cuvée in the LCBO. VQA brands in Western Canada received a ttal f 237 medals ver the past year: Sandhill wn 80, Red Rster 52, Peller Estates 76, and Calna Vineyards 29. Of particular nte was a Gld medal awarded t Sandhill Small Lts Chardnnay 2011 and a Silver medal awarded t Sandhill White Label Chardnnay 2011 at Chardnnay du Mnde. Other tp Gld medals were awarded t Calna Vineyards Chardnnay 2011 at the Canadian Wine Awards, Red Rster Pint Gris 2011 at the All Canadian Wine Champinships, and Peller Estates Family Series Pint Gris at the All Canadian Wine Champinships. Red Rster Cabernet Merlt 2010 was awarded Tp 25 Under $25 in the wrld by Wine Access magazine. VQA brands in Eastern Canada wn a ttal f 120 awards this past year. Andrew Peller Signature Series was very successful with 44 ttal awards fllwed by Trius with 31 awards. Thirty Bench garnered 8 awards, Peller Estates Private Reserve received 9 awards, Peller Estates Family Series wn 4 awards, Crush wn 12 awards, Wayne Gretzky wn 8 awards and Hillebrand Shwcase wn 4 awards. Sme f the mre ntable awards included the fllwing: Thirty Bench Small Lts Chardnnay 2010 wn Grand Gld at Cncurs Mndial Bruxelles, Trius Sauvignn Blanc 2012 wn Gld Medal and Best General List White Wine at Cuvée 2012, Peller Private Reserve Cabernet Sauvignn 2010 wn Best Cabernet Sauvignn at Cuvée 2012, Crush Red 2010 wn Duble Gld and Best Nn-Brdeaux Blend at the San Francisc Internatinal Wine Cmpetitin and 2012 Trius Brut Rsé wn a Gld medal at the All Canadian Wine Champinships, Veran Tempranill Cabernet has recently wn tw Best in Class awards in internatinal cmpetitins. Peller Estates icewine sales were strng in airprt duty free stres and cntinued t grw in 21 cuntries arund the wrld. Andrew Peller icewine cntinues t be listed in sme f the tp culinary establishments including Jean Gerges and Per Se in New Yrk City, as well as Grdn Ramsay and Jamie Oliver in Lndn, England. Over the past year, Peller Estates icewine was being served n flights with British Airways and n bard cruise ships such as Celebrity in the USA and P&O and Cunard in Eurpe. New duty free listings were secured in the fllwing airprts: Krea s Jeju airprt, Lndn s Gatwick airprt, Las Vegas, Hustn, and Orland. The Wayne Gretzky icewines were launched and fully depleted within the year with all supply being restricted due t unprecedented demand. An exclusive supply agreement was reached with Nuance at Pearsn Airprt in Trnt, the wrld s single largest retailer f icewine. Only Peller, Gretzky, Trius and Hillebrand icewines will be sld by Nuance fr the next three years. The Cmpany s investment in scial marketing increased again in fiscal 2013 with ur brands utilizing well knwn scial media platfrms such as Facebk, Twitter, YuTube fr vide psts, and Flickr fr pht psts. Alng with cnsistent grwth in likers and fllwers, we saw an increase in engagement by ur advcates. Trip Advisr has becme a valuable tl fr ur winery visitrs t rate their experience r read reviews t help in their decisin making prcess. Red Rster cntinued t successfully use scial media t engage with their custmers and utilized a cntest t win a trip t the Okanagan Wine Festival. Crush als used scial media prgrams t help build awareness in its first year f sales. The prductin prcess t prduce these fine wines invlves the preparatin f prduct, packaging, and shipping t custmers. The nature f the prcess and the prductin inputs required vary by brand. The required prductin inputs include purchased grapes and grapes prduced frm APL wned vineyards, bulk wine, and juice purchased in Canada and n internatinal markets. The mix f required prduct inputs depends n the brand being prduced. The finished prduct is packaged in glass bttles, bag in bx, and tetra paks. An integrated purchasing team is respnsible fr the prcurement f ingredients fr the entire brand prtfli. 7

8 The Cmpany s brand prtfli is distributed mainly thrugh retailers f wine and wine related prducts. Key sales channels include all Liqur Bards acrss English Canada, privately wned wine stres in B.C. and Alberta, 100 crprately wned retail stres in Ontari called The Wine Shp, and a retail stre in Niagara n the Lake called Wine Cuntry Vintners. The Cmpany als sells wine t licensed restaurants and wine kits t private wine kit retailers,as well as VQA wine in its Estate Wineries in Eastern and Western Canada. Distributin in the Cmpany s Exprt trade channel cntinue t grw with a fcus n high end icewine. Trademarks The Cmpany uses a number f significant trademarks which are wned by the Cmpany r its subsidiaries. Significant trademarks include Andrés Wines, Peller Estates, Peller Estates Ice Cuvée, Andrew Peller Signature Series, Hillebrand, Hchtaler, Dmaine D'Or, French Crss, XOXO, Trius, Crush, skinnygrape, Veran, Crc Crssing, Wine Cuntry Vintners, Franciscan, Vineyards Estate Wines, Rund Petal Wines, Calna Vineyards, Sandhill, Cpper Mn, Artist Series, Calna Vineyards, Vinepedia, Schlss Laderheim, Smmet, Thirty Bench, Red Rster, Selectin, Vintners Reserve, Califrnia Cnnisseur, Eurpean Select, Winexpert Cheeky Mnkey, KenRidge, Niagara Mist, Wine Kitz, Cellar Craft, and Artful Winemaker. Trademarks are imprtant in the marketing and sale f wine and it is the Cmpany s plicy t vigrusly prtect its trademarks. Trademarks are registered fr perids f up t fifteen years. Other Intangible Prperties The Cmpany has apprximately 271 authrized retailer agreements in place relating t the distributin f hme winemaking prducts acrss Canada. 8

9 Prperties The fllwing table sets frth infrmatin regarding the Cmpany s principal prperties and wineries as at March 31, Prductin Nature f Lcatin Size Use Interest Capacity (2) Prt Mdy, British Clumbia (3) 81,700 sq. ft Winery & Offices Owned (1)(3) 75,000 Prt Cquitlam, British Clumbia 20,000 sq. ft Wine Kit Prductin Owned (1) 42,000 Prt Cquitlam, British Clumbia 25,925 sq. ft Warehuse, Office Leased N/A Prt Cquitlam, British Clumbia 16,802 sq. ft Warehuse, Office Leased N/A Vancuver, British Clumbia 6,700 sq. ft. Office Leased N/A Oliver, British Clumbia 118 acres Vineyard Owned (1) N/A Oliver, British Clumbia 72 acres Vineyard Leased N/A Kelwna, British Clumbia 160,000 sq.ft. Winery & Office Owned (1) 185,000 Pentictn, British Clumbia 9,000 sq. ft. Winery Owned (1) 500 Cawstn, British Clumbia 75 acres Vineyard Owned (1) N/A Oliver, British Clumbia 307 acres Vineyard Leased (4) N/A Stney Creek, Ontari 111,852 sq. ft. Warehuse Leased N/A Grimsby, Ontari 141,000 sq. ft. Winery & Offices Owned (1) 190,000 n 26 acres Ontari retail stres, each retail stre Retail Leased N/A varius lcatins ranges frm 180 sq. ft. t 1,000 sq. ft. Ontari, Alberta, British Clumbia each retail stre Retail Leased N/A 5 retail stres - franchised ranges frm 1,000 sq. ft. t 1,681 sq. ft. Beamsville, Twn f Lincln, ON 34.2 acres Vineyard Leased N/A Beamsville, Ontari 4,996 sq. ft. Winery, Retail Owned (1) acres Vineyard St. Catharines, Ontari 28,000 sq. ft. Wine Kit Prductin Owned (1) 24,000 St. Catharines, Ontari 45,000 sq. ft. Warehuse Leased N/A Niagara-n-the-Lake, Ontari 40,000 sq. ft. Winery, Vineyard, Owned (1) 8,000 (Peller Estates) n 40 acres Tur Centre, Retail, Offices Niagara-n-the-Lake, Ontari 53,000 sq. ft. Winery, Vineyard, Owned (1) 8,000 (Hillebrand Estates) n 34 acres Tur Centre, Retail, Offices Niagara-n-the-Lake, Ontari 70 acres Vineyard Owned (1) N/A Niagara-n-the-Lake, Ontari 100 acres Vineyard Owned (1) N/A Bucherville, Québec 2,612 sq. ft. Office Leased N/A Trur, Nva Sctia 47,000 sq. ft. Winery and Offices Owned (1) 38,000 (1) (2) (3) (4) Cmpany wned prperties have been prvided as security fr the Cmpany s lan facilities. All prductin capacities reflect hectlitres. The Prt Mdy lcatin was clsed during December 2005 and is being held fr redevelpment. The planting f the vineyard ccurred during fiscal 2008 and Raw Materials The Cmpany purchased its raw materials, including grapes, wine, juice, cncentrate, glass bttles, and ther packaging materials, frm a wide range f suppliers frm arundthe wrld. In Ontari and B.C. grapes are purchased frm a number f grwers under supply cntracts with the Cmpany. In Ontari the Cmpany is required t purchase grape tnnage t meet minimum legal requirements. Grape prices are negtiated annually between Ontari based prducers and the Grape Grwers Marketing Bard, while in British Clumbia, grape prices are negtiated annually between the Cmpany and individual grwers. Grapes purchased in Ontari and B.C. are used primarily 9

10 fr the Ontari and B.C. markets, respectively. In Nvember 1997 the Cmpany purchased 213 acres f prime grape-grwing land in Niagara-n-the-Lake that has been develped with premium classical Eurpean ( vinifera ) grape varieties such as Merlt, Cabernet Sauvignn, and Cabernet Franc. In 2000 the Cmpany develped a 75 acre vineyard in Cawstn, B.C. The Cmpany s acquisitin f Thirty Bench winery included 57 acres f sme f the mst highly regarded vineyards n the Beamsville Bench area f the Niagara regin. The acquisitin f Cascadia included 172 acres f vineyards in the Okanagan Valley area f B.C.. During 2010 the Cmpany sld apprximately 6 acres f this vineyard t Burrwing Owl Vineyards Ltd. In Nvember 2006 the Cmpany leased 307 acres f prime grape grwing land in the Okanagan Valley in B.C. The lease has a term f 30 years, expiring n Octber 31, Site preparatin began during 2006 with planting ccurring during 2007 and The Cmpany s investment in vineyards helped t ensure the highest quality and mst cnsistent supply f grapes grwn in Canada. Niagara-n-the-Lake, the Beamsville Bench, and the Okanagan and Similkameen Valleys in B.C. are fur f the best lcatins in the wrld fr the prductin f premium vinifera grapes. The Cmpany has entered int a number f cntracts with ver 75 grape grwers in Ontari and B.C. t ensure that a cntinued supply f grapes is available. The cntracts are generally fr a term f ne t fifteen years and mature at varying times t The cmmitments t purchase grapes grwn in Canada are apprximately $28 millin per year. T cmplement grapes purchased in Ontari and B.C. and t meet cnsumer demand in all regins f the cuntry, the Cmpany purchased wine, juice, and cncentrate frm suppliers arund the wrld, primarily in Chile, Italy, and Spain. The Cmpany has entered int cntracts with freign suppliers t purchase imprted wine thrugh These cmmitments t purchase wine are apprximately $1 millin t $3 millin per year. The Cmpany utilized varius packaging materials, including glass bttles, bag in bx, barrels, tetra paks, kegs, crks, capsules, labels, and cartns in the bttling and packaging f its wines. Glass bttles represented a significant cmpnent f the ttal cst f gds sld. The Cmpany has entered int an agreement with O-I Canada Crp. t purchase the majrity f its glass requirements. The cntract prvides a cmmitment t purchase certain minimum quantities and types f glass fr a three year term that expires n March 31, The Cmpany has entered int glass cntracts with Waterl Cntainers and Saxc Canada C. t prvide additinal surces f dmestic glass. The Cmpany has als taken steps t reduce its dependence n this supplier thrugh the develpment f relatinships with internatinal prducers f glass and thrugh the carrying f increased inventries f selected bttles. The Cmpany cnsiders its surces f supply t be adequate. Other Principal Cntracts Credit Facilities On June 29, 2012 the Cmpany amended its term facility. The Cmpany drew an additinal $6.5 millin n this facility during the year. At March 31, 2013, $48.0 millin was utstanding. The term facility matures n September 16, 2015 and is repayable thrugh mnthly payments f $0.523 millin plus interest. The lan incurs interest at the ne t six mnth Canadian Dealer Offered Rate ( CDOR ) plus 2.00% based n leverage. The Cmpany maintains an interest rate swap which effectively fixes interest n $42.0 millin f the term lan at a rate f 3.98% plus 2.00% based n leverage (5.98% ttal interest). The ntinal amunt f the swap reduces by $0.444 millin n a mnthly basis and matures n August 31, The Cmpany s perating facility did nt change significantly during the year. The facility was renegtiated n September 16, 2011 with the Bank f Mntreal, the Ryal Bank f Canada, the Trnt Dminin Bank, and Rabbank Nederland fr a term f fur years. The perating facility has a brrwing limit f $80.0 millin (previusly $75.0 millin) and is cmmitted until September 15, Brrwings under the perating facility incur interest at the ne t six mnth Canadian Dealer Offered Rate ( CDOR ) plus 2.00%. The Cmpany and its subsidiaries have prvided their assets as security fr these lans. Freign Exchange Cntracts The Cmpany uses freign exchange frward cntracts t prtect against changes in freign currency rates and currently at June 26, 2013 has lcked in $21.0 millin in U.S. dllar cntracts at rates averaging $ t $1.031 Canadian and 2.5 millin in Eur cntracts at rates averaging $1.25 Canadian. These cntracts expire at varius dates thrugh January Retail Stre Leases The Cmpany has perating leases in place fr its netwrk f 102 The Wine Shp and WineCuntry Vintners retail stre 10

11 lcatins. These leases have terms that range frm ne year t six years in length. The Cmpany als has 2 perating leases fr certain Wine Art and Wine Kitz franchised retail stre lcatins that have lease terms up t tw years. Okanagan Valley Lease On Nvember 1, 2006 The Cmpany entered int a 30 year lease with Cvert Farms Ltd. fr acres f land in the Okanagan Valley in B.C. The lease expires n Octber 31, Emplyees As at March 31, 2013 the Cmpany had a ttal f 1,189 emplyees, f whm 63 full and part-time emplyees were cvered by a unin cntract and apprximately 499 were full r part-time emplyees f The Wine Shp and WineCuntry Vintners chain f retail stres. The unin cntract in Kelwna, B.C. is cvered by a cntract with the Brewery, Winery and Distillery Wrkers, Lcal 300. The Kelwna cntract expired n May 31, A new cntract is currently being negtiated. Cmpetitin The wine industry in Canada is intensely cmpetitive based n quality, price, brand recgnitin, and distributin. The Cmpany cmpetes with a large number f dmestic and internatinal wine prducers. The Cmpany s cmpetitrs range in size frm large, well established natinal and multi-natinal crpratins t small farm gate wineries that are limited t selling nly wine prduced frm vineyards wned r cntrlled by the winery. The Cmpany cmpetes n the basis f prviding value thrugh a balance f quality and price, brand recgnitin, and distributin. The Cmpany is the secnd largest winery in Canada with a market share in English Canada, excluding wine clers and ciders, f 13.2%% as at March 31, The Cmpany s significant dmestic cmpetitrs in Canada are Vincr Canada (a divisin f Cnstellatin Brands) and Missin Hill. Regulatin The business f the Cmpany is extensively regulated by prvincial legislatin which gverns the manufacture and sale f beverage alchl. Prvincial liqur authrities issue licences fr the manufacture and sale f beverage alchl in each prvince. Prvincial regulatins gvern the pricing, packaging, labelling, advertising, prductin, and distributin f prducts manufactured by licensed wineries, breweries, and distilleries. The Cmpany is in cmpliance in all material respects with prvincial legislatin that regulates the manufacture and sale f beverage alchl. The Cmpany is als in material cmpliance with all prvincial and federal legislatin relating t envirnmental regulatins. The Prvince f Ontari intrduced, as part f the harmnized sales tax, a discriminatry tax in the frm f a special levy, effective July 1, 2010, n Internatinal and Canadian blended ( ICB ) wines that are sld thrugh private retail stres in Ontari. ICB is wine that is made thrugh the blending f wine made frm dmestic grapes with wine purchased n internatinal markets. Imprted and dmestic wine that is sld thrugh the LCBO did nt incur any additinal taxatin. The special levy has put pressure n grss prfit, n dmestic grape prices and will negatively impact future dmestic grape purchases. The cst f the levy amunted t $2.0 millin in fiscal The Cmpany is subject t envirnmental regulatin at the federal, prvincial and municipal levels. The Cmpany is cmmitted t addressing envirnmental matters and t cntinually imprving its envirnmental perfrmance. Envirnmental highlights are presented t the Bard f Directrs quarterly and envirnmental imprvements are incrprated int the business planning cycle. Envirnmental perfrmance is mnitred internally with a fcus n reducing waste, imprving prcesses, and surcing new recycling streams while meeting envirnmental laws and regulatin. The Cmpany is als subject t lcal by-laws with respect t wastewater discharge at each f its prductin facilities. The Cmpany has invested in envirnmental infrastructure related t water t ensure that regulatins and envirnmental standards are met r exceeded. In additin t these imprvements, peratinal prcedures and the mnitring f wastewater are in place t further reduce envirnmental impact. Risks and Uncertainties The Cmpany s sales f wine are affected by general ecnmic cnditins such as changes in discretinary cnsumer spending and cnsumer cnfidence in future ecnmic cnditins, tax laws, and the prices f its prducts. A steep and sustained decline in ecnmic grwth may cause a lwer demand fr the Cmpany s prducts. Such general ecnmic cnditins culd impact the Cmpany s sales thrugh the Cmpany s estate wineries and restaurants, direct sales thrugh licensed establishments, and exprt sales thrugh duty free shps. APL believes that these effects wuld likely be temprary and wuld nt have a significant impact n financial perfrmance. The Canadian wine market cntinues t be the target f lw-priced imprted wines frm regins and cuntries that subsidize wine prductin and grape grwing as well as prviding sizeable exprt subsidies. In additin, many f these cuntries and 11

12 regins prhibit r restrict the sale f imprted wine in their wn dmestic markets. The Cmpany, alng with ther members f the Canadian wine industry, is wrking with the Canadian gvernment t rectify these unfair trade practices. The Cmpany perates in a highly cmpetitive industry and the dllar amunt and unit vlume f sales culd be negatively impacted by its inability t maintain r increase prices, changes in gegraphic r prduct mix, a general decline in beverage alchl cnsumptin, r the decisin f retailers r cnsumers t purchase cmpetitive prducts instead f the Cmpany s prducts. Retailer and cnsumer purchasing decisins are influenced by, amng ther things, the perceived abslute r relative verall value f the Cmpany s prducts, including their quality r pricing, cmpared t cmpetitive prducts. Unit vlume and dllar sales culd als be affected by purchasing, financing, peratinal, advertising, r prmtinal decisins made by prvincial agencies and retailers which culd affect supply f r cnsumer demand fr, the Cmpany s prducts. APL culd als experience higher than expected selling and administrative expenses if it finds it necessary t increase the number f its persnnel, advertising, r prmtinal expenditures t maintain its cmpetitive psitin. APL expects t increase its sales f its premium wines in Canada principally thrugh the sale f VQA wines, and as a result, is dependent n the quality and supply f dmestically grwn premium quality grapes. If any f the Cmpany s vineyards r the vineyards f ur grape suppliers experience certain weather variatins, natural disasters, pestilence, ther severe envirnmental prblems, r ther ccurrences, APL may nt be able t secure a sufficient supply f grapes and there culd be a decrease in ur prductin f certain prducts frm thse regins and/r an increase in csts. In the past, where there has been a significant reductin in dmestically surced grapes, the Gvernment f Ontari, in cnjunctin with the Ontari Grape Grwers Marketing Bard, has agreed t temprarily increase the blending f imprted wines which wuld enable the Cmpany t cntinue t supply prducts t the market. The inability t secure premium quality grapes culd impair the ability f the Cmpany t supply certain wines t ur custmers. The Cmpany has develped prgrams t ensure it has access t a cnsistent supply f premium quality grapes and wine. The price f grapes is determined thrugh negtiatins with the Ontari Grape Grwers Marketing Bard in Ontari and with independent grwers in B.C. Freign exchange risk exists n the purchases by the Cmpany f bulk wine and cncentrate that are primarily made in United States dllars and Eurs. The Cmpany s strategy is t hedge apprximately 50% - 80% f its freign exchange requirements thrughut the fiscal year and regularly reviews its n-ging requirements. The Cmpany has entered int a series f freign exchange cntracts as a hedge against mvements in U.S. dllar and Eur exchange rates. The Cmpany des nt enter int freign exchange cntracts fr trading r speculative purpses. These cntracts are reviewed peridically. Each ne percent change in the value f the U.S. dllar has a $0.2 millin impact n the Cmpany s net earnings. Each ne percent change in the value f the Eur has a $0.1 millin impact n the Cmpany s net earnings. The Cmpany purchases glass, bag in bx, tetra paks, and ther cmpnents used in the bttling and packaging f wine. The largest cmpnent in the packaging f wine is glass, f which there are few dmestic r internatinal suppliers. There is currently nly ne cmmercial supplier f glass in Canada and any interruptin in supply culd have an adverse impact n the Cmpany s ability t supply its markets. APL has taken steps t reduce its dependence n dmestic suppliers thrugh the develpment f relatinships with several internatinal prducers f glass and thrugh carrying increased inventry f selected bttles. The Cmpany perates in a highly regulated industry with requirements regarding the prductin, distributin, marketing, advertising, and labelling f wine. These regulatry requirements may inhibit r restrict the Cmpany s ability t maintain r increase strng cnsumer supprt fr and recgnitin f its brands and may adversely affect APL s business strategies and results f peratins. The Cmpany is currently reviewing its labelling n ICB wines. Privatizatin f liqur distributin and retailing has been implemented in varying degrees acrss the cuntry. The pssibility f privatizatin in Ontari remains a risk t the Cmpany thrugh its impact n the Cmpany s retail peratins. The prvincial gvernment has stated that, shuld it cnsider privatizatin, it wuld engage in a cnsultatin prcess and wuld acknwledge the special rle f Ontari s wine industry. The wine industry and the dmestic and internatinal market in which the Cmpany perates are cnslidating. This has resulted in fewer, but larger, cmpetitrs wh have increased their resurces and scale. The increased cmpetitin frm these larger market participants may affect the Cmpany s pricing strategies and create margin pressures resulting in ptentially lwer revenues. Cmpetitin als exerts pressure n existing custmer relatinships which may affect APL s ability t retain existing custmers and increase the number f new custmers. The Cmpany has wrked t imprve prductin efficiencies, selectively raise pricing t increase grss prfit, and implement a higher level f prmtin and advertising activity t cmbat these initiatives. APL and ther wine industry participants als generally cmpete with ther alchlic beverages like beer and spirits fr cnsumer acceptance, lyalty, and shelf space. N assurance can be given that cnsumer demand fr wine, and premium wine prducts, will cntinue at current levels in the future. The Cmpany has experienced increases in energy csts and further increases in the cst f energy wuld result in higher 12

13 transprtatin, freight, and ther perating csts. The Cmpany s future perating expenses and margins are dependent n its ability t manage the impact f cst increases. The Cmpany cannt guarantee that it will be able t pass alng increased energy csts t its custmers thrugh increased prices. Federal and prvincial gvernments impse excise and ther taxes n beverage alchl prducts in varying amunts which have been subject t change. Significant increases in excise and ther taxes n beverage alchl prducts culd materially and adversely affect the Cmpany s financial cnditin r results f peratins. Federal and prvincial gvernmental agencies extensively regulate the beverage alchl prducts industry cncerning such matters as licensing, trade practices, permitted and required labelling, advertising, and relatins with cnsumers and retailers. Certain federal and prvincial regulatins als require warning labels and signage. New r revised regulatins r increased licensing fees, requirements, r taxes culd als have a material adverse effect n the Cmpany s financial cnditin r results f peratins. The Cmpany s future perating results als depend n the ability f its fficers and ther key emplyees t cntinue t implement and imprve its perating and financial systems and manage the Cmpany s significant relatinships with its suppliers and custmers. The Cmpany is als dependent upn the perfrmance f its key senir management persnnel. The Cmpany s success is linked t its ability t identify, hire, train, mtivate, prmte, and retain highly qualified management. Cmpetitin fr such emplyees is intense and there can be n assurances that the Cmpany will be able t retain current key emplyees r attract new key emplyees. The Cmpany has defined benefit pensin plans. The expense and cash cntributins related t these plans depend n the discunt rate used t measure the liability t pay future benefits and the market perfrmance f the plan assets set aside t pay these benefits. A pensin cmmittee reviews the perfrmance f plan assets n a regular basis and has a plicy t hld diversified investments. Nevertheless, a decline in lng-term interest rates r in asset values culd increase the Cmpany s csts related t funding the deficit in these plans. The cmpetitive nature f the wine industry internatinally has resulted in the discunting f retail prices f wine in key markets such as the United States and the United Kingdm. The Cmpany des nt believe that significant price discunting will ccur in Canada beynd current levels. The Cmpany cnsiders its trademarks, particularly certain brand names and prduct packaging, advertising, and prmtin design and artwrk t be f significant imprtance t its business and ascribes a significant value t these intangible assets. The Cmpany relies n trademark laws and ther arrangements t prtect its prprietary rights. There can be n assurance that the steps taken by APL t prtect its intellectual prperty rights will preclude cmpetitrs frm develping cnfusingly similar brand names r prmtinal materials. The Cmpany believes that its prprietary rights d nt infringe upn the prprietary rights f third parties, but there can be n assurance in this regard. As an wner and lessr f prperty, the Cmpany is subject t varius federal and prvincial laws relating t envirnmental matters. Such laws prvide that the Cmpany culd be held liable fr the cst f remval and remediatin f hazardus substances n its prperties. The failure t remedy any situatin that might arise culd lead t claims against the Cmpany. A perceived failure t maintain high ethical, scial, and envirnmental standards culd have an adverse effect n the Cmpany s reputatin. The success f the Cmpany s brands depends upn the psitive image that cnsumers have f thse brands. Cntaminatin f APL s prducts, whether arising accidentally r thrugh deliberate third-party actin, r ther events that harm the integrity r cnsumer supprt fr thse brands culd adversely affect their sales. Cntaminants in raw materials purchased frm third parties and used in the prductin f the Cmpany s prducts r defects in the fermentatin prcess culd lead t lw prduct quality as well as illness amng, r injury t, cnsumers f the prducts and may result in reduced sales f the affected brand r all f the Cmpany s brands. DIVIDEND POLICY The Cmpany s Class A Shares (nn-vting) ( Class A Shares ) are entitled t a dividend in an amunt equal t 115% f any dividends paid r declared n Class B Shares (vting) ( Class B Shares ). On June 5, 2013, the Cmpany annunced an 11% increase in cmmn share dividends. The quarterly dividend n Class A Shares increased t cents and n Class B Shares t 8.70 cents. On June 8, 2011, the quarterly dividend n Class A Shares increased t 9.00 cents and n Class B Shares 7.85 cents. Prir t that date, the quarterly dividend rates were 8.25 cents per Class A Share and 7.20 cents per Class B Share. The Cmpany s dividend payments are reviewed annually by the bard f directrs. 13

14 DESCRIPTION OF CAPITAL STRUCTURE The authrized share capital f the Cmpany cnsists f an unlimited number f Preference Shares, issuable in ne r mre series, f which 33,315 are designated as Preference Shares, Series A, an unlimited number f Class A Shares and an unlimited number f Class B Shares. The nly classes f shares f APL that are issued and utstanding are Class A Shares and Class B Shares. The nly shares f the Cmpany which are entitled t vte n matters set ut in the ntice f meeting f security hlders are the Class B Shares. On March 31, 2013 the Cmpany had utstanding 3,004,041 Class B Shares withut nminal r par value, each carrying the right t ne vte per share, and 11,293,829 Class A Shares. On March 14, 2011 the Cmpany purchased, fr cancellatin, 594,412 Class A Shares thrugh a Nrmal Curse Issuer Bid. Neither the Class A Shares nr the Class B Shares may be subdivided, cnslidated, reclassified, r therwise changed unless cntempraneusly therewith the ther class f shares is subdivided, cnslidated, reclassified r therwise changed in the same manner and in the same prprtin. In the event f liquidatin, disslutin, r a winding-up f the Cmpany, all f the Cmpany s prperty and assets available fr distributin t the hlders f Class A Shares and Class B Shares shall be paid r distributed equally, share fr share, t the hlders f Class A Shares and Class B Shares, respectively. In the event a takever bid is made fr Class B Shares, the hlders f Class A Shares have n right t participate n such takever bid. As described abve, Class A Shares are nn-vting securities and are entitled t a dividend in an amunt equal t 115% f any dividend paid r declared n Class B Shares. Class B Shares are vting securities and cnvertible int Class A Shares n a ne-fr-ne basis. MARKET FOR SECURITIES The Class A Shares (stck symbl ADW.A ) and Class B Shares (stck symbl ADW.B ) are listed and psted fr trading n the Trnt Stck Exchange. The mnthly vlume f trading and price ranges f the Class A Shares and Class B Shares n the Trnt Stck Exchange ver fiscal 2013 are as fllws: Class A Shares (nn-vting) Class B Shares (vting) Perid High Lw Vlume Perid High Lw Vlume 2012 $ $ 2012 $ $ April ,089 April May ,239 May June ,030 June ,362 July ,057 July ,025 August ,441 August ,918 September ,996 September Octber ,048 Octber Nvember ,400 Nvember December ,553 December , January ,409 January ,038 February ,180 February ,100 March ,864 March