Macdonald Henderson has advised Ardgowan Distillery Company Limited (“Ardgowan Distillery”), a growing Scotch whisky producer, on the conversion of Distil plc’s £3 million convertible loan note into equity, resulting in Distil acquiring a 10.5% shareholding and board representation.
This transaction forms part of a wider recapitalisation and balance sheet restructuring, agreed between Ardgowan Distillery’s board, shareholders, lenders and convertible loan note holders, aimed at strengthening Ardgowan Distillery’s financial position and supporting long-term growth.
Balance Sheet Restructuring and Capital Structure Simplification
The restructuring removes approximately £14 million of convertible loan note liabilities (including accrued interest) and reduces annual finance costs by around £0.6 million. It also simplifies Ardgowan Distillery’s capital structure by eliminating complex anti-dilution provisions and implementing a new shareholders’ agreement.
This deleveraging and capital restructuring significantly enhances Ardgowan Distillery’s investment profile and positions the business for future equity fundraising and strategic investment in the Scotch whisky sector.
Strong Revenue Growth and Operational Expansion
Ardgowan Distillery has achieved revenue growth of over 500% in the financial year ending 30 June 2026, reflecting strong demand for its premium whisky products. Ardgowan Distillery has also expanded its Clydebuilt Scotch whisky range with six new single cask releases.
Since opening in August 2025, the Ardgowan Distillery visitor centre and whisky tourism offering has become a key attraction, supporting brand growth and diversified revenue streams. Increased production capacity, supported by mains power connection, is enabling the distillery to scale operations and build maturing stock for future releases.
Positioned for Investment and Growth in the Scotch Whisky Market
With a simplified balance sheet, reduced debt burden and strong commercial momentum, Ardgowan Distillery is well positioned to attract further investment, scale production and accelerate growth within the competitive Scotch whisky market.
Comment
Macdonald Henderson is pleased to have advised Ardgowan Distillery on this strategically significant transaction, which represents an important milestone in Ardgowan Distillery’s development.
About Macdonald Henderson, Mr Roland Grain of Ardgowan Distillery commented:
“Macdonald Henderson demonstrated continued commitment throughout the transaction, with their team working closely with us to progress matters at pace, often late into the evening, to ensure we reached completion. Following detailed negotiations and a complex process, we are pleased to have successfully concluded the deal.”
We look forward to seeing Ardgowan Distillery continue to build on this strong foundation and wish Ardgowan Distillery and its stakeholders every success in the next phase of its journey.
Advisors
- Ardgowan Distillery Company Limited – Macdonald Henderson Limited
- Distil plc – DWF LLP
- Virgin Money – Harper Macleod LLP