Winemaker Evans and Tate Ltd says it has launched a binding heads of agreement with ANZ bank to restructure the company's balance sheet, which will include issuing 409 million new shares to a "yet to be identified" third party co-investor.
Winemaker Evans and Tate Ltd says it has launched a binding heads of agreement with ANZ bank to restructure the company's balance sheet, which will include issuing 409 million new shares to a "yet to be identified" third party co-investor.
WA Business News reported a fortnight ago that Goldman Sachs JBWere was understood to be in discussions with E&T about taking a stake in the company through its Trans-Tasman Private Equity Fund.
As part of the heads of agreement, E&T said it would seek relevant approval from security holders to approve the issue of about 409 million shares at 11 cents each to ANZ and a strategic third party co-investor at a meeting expected to be held in July or August..
The issue of shares will raise $45 million, to be used to repay the company's existing debt to ANZ and reduce that debt to almost $55 million with facilities of almost $60 million being retained.
An additional 20 million shares will be issued to ANZ, also valued at 11 cents per share, as a 5 per cent fee for introducing the third-party co-investor and in lieu of cash payment, E&T said.
Below is the full announcement:
Evans & Tate Limited ("Evans & Tate" or the "Company") is pleased to announce that it has today executed a binding heads of agreement with its bank, ANZ, to restructure the Company's balance sheet as part of its turnaround strategy.
The restructure plan will reduce Evans & Tate's interest-bearing debt to sustainable levels and position the Company to execute its strategic and operational plans.
Under the heads of agreement, relevant security holders of the Company will be invited to meet and asked to approve (in their relevant classes):
- - the issue of 409,090,909 shares to ANZ and a strategic third party co-investor, yet to be identified and referred to further below, at 11 cents per share to raise $45 million;
- - the issue of a further 20,454,545 shares to ANZ, also valued at 11c each, as a 5% placement fee for introducing the strategic third-party co- investor and in lieu of a cash payment; - the conversion of the convertible notes into ordinary shares at aconversion ratio of 4.18 ordinary shares for each note (which equates to a notional conversion rate of $0.46 per convertible note and an issue price of 11 cents per ordinary share);
- - the conversion of WInES into ordinary shares at a ratio of 2 ordinary shares for each WInES as contemplated by the WInES prospectus.
The proceeds of the capital raising will be used to repay $45million of the Company's existing debt to ANZ, and reduce that debt to approx. $55million with facilities of approx. $60m being retained. The final debt reduction and facilities amounts will be determined at completion.
ANZ will endeavour to secure an appropriate financial and strategic third-
party co-investor, and the involvement of the co-investor will be agreed
between the ANZ and the Company. Unless otherwise agreed, it is intended
that the co-investor participate equally with ANZ. Following the placement to
ANZ and the co-investor, the Company will undertake a share purchase plan
to raise up to an additional $5million. The proceeds of the share purchase
plan will be used to further reduce the Company's debt.
Evans & Tate security holders will be provided with full information and
independent expert's opinions for each class of security holders to allow them
to consider the restructure proposal. It is envisaged that the meetings will be
held in July or August 2007.
The heads of agreement is also conditional on ANZ obtaining all necessary
regulatory approvals, and approval from its Credit and Trading Risks
Committee. ANZ is required to seek to obtain these as soon as practicable.
The arrangement reflected in the heads of agreement is an exclusive
arrangement, subject to the ability of either party to accept a superior offer if
presented to it.
Chairman John Hopkins said "The Company is delighted to have secured the
support of ANZ for the proposed restructure. This marks a significant step in
the turnaround strategy for the Company. We are grateful that ANZ has been
willing to share our vision for the future of Evans & Tate and that, with the
support of ANZ, we have been able to provide an opportunity for all
stakeholders to participate in the rewards of the turnaround strategy"
Evans & Tate Managing Director Martin Johnson added, "This agreement will
provide a sound and solid financial platform for Evans & Tate to move forward
as a high quality, premium winemaking company centred on the Margaret
River in Western Australia."
Mr Hopkins said that "In the meantime, ANZ has reaffirmed that so long as
stakeholders are supportive of the restructure plan, it is ANZ's current
intention to support Evans & Tate and to continue to provide financial facilities
to enable Evans & Tate to carry on its day-to-day operations".