EVANS & TATE: Restructure with ANZ Pushed Through
Company Reporter, June 19, 2007
Evans & Tate Limited disclosed with
the Australian Stock
Exchange that it has reached an in-principle agreement with its
bank, Australia and New Zealand Bank, and Pendulum Capital Pty
Limited for its financial restructure and that the parties are
now moving to formalize the Restructure Plan by negotiating and
executing legally binding documentation.
The terms of the Restructure Plan are similar to the terms of
the restructure plan announced by ETW to the market on May 10,
* ANZ will be partnered by Pendulum representing an
* The proposed share purchase plan will be replaced by
larger capital raising to be offered to
shareholders as a
non-renounceable rights issue.
Under the Restructure Plan and following the placement to ANZ,
ETW will undertake a non-renounceable rights issue, fully
underwritten by ANZ and Pendulum, to raise approximately AU$16.7
million at 5 cents per share. The issue will be on a 1 for 2
basis to all shareholders, comprising the restructured equity
base of ETW. Shareholders who take up their entitlement will
receive one free option for every two shares subscribed for.
The options will have a five-year term and be exercisable at any
time at 7.5 cents.
Under the Restructure Plan, relevant ETW security holders will
be invited to meet and asked to approve (in their relevant
* the issue of 429,645,454 ETW shares in exchange for
forgiving AU$45 million in principal debt. ANZ
half of these shares to the Pendulum
Investor Group for an
* the conversion of the convertible notes into
shares at a converstion ration of 4.18
ordinary shares for
each note; and
* the conversion of Wines into ordinary shares at a
2 ordinary shares for each Wines.
The effect of the agreement (if completed) will be to reduce
ETW's existing debt to ANZ to approximately AU$55 million.
The proceeds of the rights issue will be used primarily for
working capital, capital works and possibly other strategic
acquisitions. Given that the proceeds of the rights issue
be used in part for working capital purposes, ETW will no longer
require AU$5 million working capital facility from ANZ. This
means that the ongoing facilities will be approximately AU$55
million rather than the AU$60 million previously announced.
The in principle agreement is subject to the completion of
satisfactory due diligence by ANZ and Pendulum and is not
legally binding on all parties until formal documentation is
executed. The Board of ETW will continue to examine all
alternate offers for the restructure of the company.
Chairman John Hopkins said, "We are pleased that the
restructuring process is progressing. We look forward to
refocusing our attention on the running of a premium wine
Mr. Hopkins also said the ANZ has reaffirmed its current
intention not to withdraw its financial support of ETW and it
will continue to provide financial facilities to enable ETW to
carry on its day-to-day operations.
ETW will request that the trading of its securities be
reinstated by the ASX with immediate effect.
Evans & Tate
Headquartered in Wembley, Western Australia, Evans & Tate
Limited -- http://www.etw.com.au/ --
is an Australian wine
company listed on the Australian Stock Exchange. The primary
businesses of the Evans & Tate Wine Group are the production,
marketing and distribution of a number of branded, exclusive
labeled and unbranded wines; contract winemaking; wine trading;
viticultural services; and wine tourism through its Visitor
The Troubled Company Reporter - Asia Pacific reported on
September 15, 2006, that Evans & Tate Limited posted a loss of
AU$63.9 million for the 2005-2006 financial year, down 12% on
the corresponding figure for the previous year.
The TCR-AP report also stated that as of June 30, 2006, the
company's balance sheet revealed strained liquidity with
AU$90.930 billion in total current assets available to pay
AU$152.377 billion of total current liabilities coming due
within the next 12 months. Further, Evans & Tate's June
2006 balance sheet also showed total liabilities of
AU$207.445 billion exceeding total assets of AU$139.792 billion,
resulting to total shareholders' deficit of AU$67.653 billion.
The same TCR-AP report adds that Evans & Tate says that the
financial report has been prepared on a going concern basis,
noting that as at June 30, 2006, certain matters are considered
pertinent when considering the ability of the consolidated
entity to continue as a going concern.
The company notes that if it is unable to continue as a going
concern, it will be required to realize its assets and
extinguish its liabilities other than in the normal course of
business and at amounts that may be different to those stated in
the financial report.