EX-99.3
THE OFFER EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 20, 2001*
THE CHALONE WINE GROUP, LTD.
TO SUBSCRIBE FOR SHARES OF BENEFICIAL INTEREST
SUBSCRIPTION CERTIFICATE
The Chalone Wine Group, Ltd. (the "Company") issued to its shareholders of
record (the "Record Date Shareholders"), as of the close of business on October
22, 2001 (the "Record Date"), non-transferable rights ("Rights") on the basis of
one Right for every 5.8375077 whole Shares held on the Record Date, marked down
to the nearest whole number, generally entitling the holders thereof to
subscribe for shares of beneficial interest of the Company ("Shares") at a rate
of one Share for each one Right held. The terms and conditions of the rights
offer (the "Offer") are set forth in the Company's Prospectus, dated October 12,
2001 (the "Prospectus"), which is incorporated herein by reference. The owner of
this Subscription Certificate is entitled to the number of Rights shown on this
Subscription Certificate and is entitled to subscribe for the number of Shares
shown on this Subscription Certificate. Record Date Shareholders who have fully
exercised their Rights pursuant to the basic subscription privilege are entitled
to subscribe for additional Shares pursuant to the oversubscription privilege,
subject to certain limitations and allotment, as described in the Prospectus.
Capitalized terms not defined herein have the meanings attributed to them in the
Prospectus. The Company will not offer or sell in connection with the Offer any
Shares which are not subscribed for pursuant to the basic subscription privilege
or the oversubscription privilege.
SAMPLE CALCULATION
FOR A RECORD DATE SHAREHOLDER WHO OWNS 500 SHARES
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BASIC SUBSCRIPTION ENTITLEMENT (1- FOR-5.8375077)
No. of Shares owned on the Record Date 500 / 5.8375077 = 85 Rights (one Right for every 5.8375077 Shares)
--- --------- --
No. of Rights issued on the Record Date 85 x 1 = 85 new Shares (if the Rights are fully exercised in the
--- --------- -- basic subscription privilege)
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THE RIGHTS ARE NON-TRANSFERABLE
The Rights are non-transferable, and therefore may not be transferred or
sold. The Rights will not be admitted for trading on The Nasdaq Stock Market.
The Shares provided to Record Date Shareholders who exercise their Rights will
be listed for trading on The Nasdaq Stock Market under the symbol "CHLN."
SUBSCRIPTION PRICE
The Subscription Price is $8.50 per Share.
METHOD OF EXERCISE OF RIGHTS
IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST EITHER (i) COMPLETE AND SIGN
THIS SUBSCRIPTION CERTIFICATE ON THE BACK AND RETURN IT IN THE ENVELOPE PROVIDED
TOGETHER WITH PAYMENT OF AN AMOUNT EQUAL TO THE SUBSCRIPTION PRICE MULTIPLIED BY
THE TOTAL NUMBER OF SHARES FOR WHICH YOU HAVE SUBSCRIBED AND ARE ISSUED
(INCLUDING PURSUANT TO THE OVERSUBSCRIPTION PRIVILEGE), OR (ii) PRESENT A
PROPERLY COMPLETED NOTICE OF GUARANTEED DELIVERY, IN EITHER CASE TO THE
SUBSCRIPTION AGENT, EQUISERVE TRUST COMPANY, N.A., BEFORE 5:00 P.M., NEW YORK
CITY TIME, ON NOVEMBER 20, 2001, OR SUCH LATER DATE AS MAY BE DETERMINED BY THE
COMPANY ("EXPIRATION DATE").
Full payment of the Subscription Price per Share for all Shares subscribed
for pursuant to both the basic subscription privilege and the oversubscription
privilege must accompany this Subscription Certificate and must be made payable
in United States dollars by money order or check drawn on a bank or branch
located in the United States payable to Equiserve Trust Company, N.A. No
third-party checks will be accepted. Because uncertified personal checks may
take at least five business days to clear, we recommend you pay, or arrange for
payment, by means of certified or cashier's check or money order. Alternatively,
if a Notice of Guaranteed Delivery is used, accompanied by full payment and
delivered to the Subscription Agent by the Expiration Date, a properly completed
and executed Subscription Certificate, as described in such Notice, must be
received by the Subscription Agent no later than 5:00 P.M., New York City Time,
on the third business day after the Expiration Date, unless the offer is
extended by the Company. For additional information, see the Prospectus.
Certificates for the Shares acquired pursuant to both the basic
subscription privilege and the oversubscription privilege will be mailed
promptly after the expiration of the Offer and full payment for the Shares
subscribed for has been received and cleared. Because a shareholder may not
receive all the Shares for which it subscribes pursuant to the oversubscription
privilege, shareholders may receive a refund. Any excess payment to be refunded
by the Company to a shareholder will be mailed by the Subscription Agent to such
shareholder as promptly as practicable.
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* Unless extended by the Company
Account #:
Control #:
CUSIP #:
Number of Rights Issued:
Maximum # of Eligible Shares:
EX-99.3
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PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY
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SECTION I: OFFERING INSTRUCTIONS (check the appropriate boxes)
IF YOU WISH TO SUBSCRIBE FOR YOUR FULL ENTITLEMENT:
/ / I apply for ALL of my entitlement of new Shares pursuant to the basic subscription
privilege ______________ X $ 8.50 = $
-------- ----------
(no. of new Shares) (per share)
/ / In addition, I apply for new Shares pursuant to the oversubscription privilege* ______________ X $ 8.50 = $
-------- ----------
(no. of new Shares) (per share)
IF YOU DO NOT WISH TO APPLY FOR YOUR FULL ENTITLEMENT:
/ / I apply for ______________ X $ 8.50 = $
-------- ----------
(no. of new Shares) (per share)
Amount of check enclosed $
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IF YOU DO NOT WISH TO EXERCISE YOUR RIGHT TO SUBSCRIBE:
Please disregard this mailing.
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SECTION 2: SUBSCRIPTION AUTHORIZATION:
I acknowledge that I have received the Prospectus for this Offer and I hereby irrevocably subscribe for the number of Shares
indicated above on the terms and conditions specified in the Prospectus relating to the basic subscription privilege and the
oversubscription privilege.
I hereby agree that if I fail to pay in full for the Shares for which I have subscribed, the Company may exercise any of the
remedies set forth for in the Prospectus.
Signature of Subscriber(s)
(and address if different than that listed on this Subscription Certificate**)
Telephone number (including area code)
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** If you wish to have your Shares and refund check (if any) delivered to an address other than that listed on this Subscription
Certificate, you must have your signature guaranteed. Appropriate signature guarantors include: banks and savings
associations, credit unions, member firms of a national securities exchange, municipal securities dealers and government
securities dealers. Please provide the delivery address above and note if it is a permanent change.
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SECTION 3: DESIGNATION OF BROKER-DEALER
The following broker-dealer is hereby designated as having been instrumental in the exercise of the Rights hereby exercised:
FIRM: _________________________________________________________________________________
REPRESENTATIVE NAME: ______________________________________________________________
REPRESENTATIVE NUMBER: ____________________________________________________________
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* You can participate in the oversubscription privilege only if you have subscribed for your full entitlement of new shares
pursuant to the basic subscription privilege.
PLEASE COMPLETE ALL APPLICABLE INFORMATION AND RETURN TO:
EQUISERVE TRUST COMPANY, N.A.
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BY FIRST CLASS MAIL BY HAND BY EXPRESS OR OVERNIGHT COURIER
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Equiserve Securities Transfer & Reporting Services, Equiserve
Attn: Corporate Actions Inc. Attn: Corporate Actions
PO Box 43025 C/O Equiserve 40 Campanelli Drive
EX-99.3
Providence, RI 02940-3025 100 William Street, Galleria Braintree, MA 02184
New York, NY 10038
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DELIVERY OF THIS SUBSCRIPTION CERTIFICATE TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
ANY QUESTIONS REGARDING THIS SUBSCRIPTION CERTIFICATE AND THE OFFER MAY BE DIRECTED TO THE INFORMATION AGENT,
GEORGESON SHAREHOLDER, TOLL FREE AT1-877-977-6198.