yarraman revises offer to 26.5c per share, page-2

Yarraman revises offer for Evans & Tate
18:29, Friday, 2 February 2007

Sydney - Friday - February 2: (RWE Australian Business News) -
Evans & Tate Ltd (ASX code: ETW) has received a revised offer from
Yarraman Winery Inc that varies a conditional proposal previously
received from Yarraman on December 21 in certain respects.
Evans & Tate rejected that first proposal on January 12.
Key terms set out in Yarraman's revised offer are:
* aquisition of all Evans & Tate ordinary shares, preference
shares (WInES) and convertible notes;
* injection of $38.5 million of new equity capital (conditional
support has been obtained to raise this equity capital);
* enterprise value for Evans & Tate of $141 million (an
increase of $10m from the first proposal);
* one Yarraman share for each 6.75 Evans & Tate ordinary shares
or WInES (equivalent to 26.5c per Evans & Tate ordinary share or WInES);
* payment to ANZ of $80m in cash and $10.7m in an ASX-listed
Yarraman security acceptable to ANZ (previously $70m and $20m);
* convertible noteholders to receive the same security as ANZ;
* Yarraman to list on the American Exchange or NASDAQ Capital
Market and simultaneously on ASX by way of CHESS depository interests by
close of the transaction, on a best endeavours basis (bringing forward
this commitment since the first proposal);
* Grape Expectations Enterprises Pty Ltd (a company owned by
Evans & Tate director Mr Franklin Tate and holder of 31.6% of Evans &
Tate ordinary shares) to receive one Yarraman share for each 6.75 Evans
& Tate ordinary shares (rather than a previous agreement to pay Grape
Expectations in cash);
* GE Commercial Finance to provide debt financing; and
* Yarraman consultancy agreement with Delta Dawn Pty Ltd will
be terminated and that party's loan to Yarraman converted into Yarraman
equity.
Yarraman's offer is open until 5pm (Perth time) on Wednesday
February 7, and is being considered by the board of Evans & Tate and its
advisers.
Evans & Tate was placed in trading halt ahead of this
announcement and the company has now requested reinstatement.