capital restructure

ANN TODAY; issue of shares at 11c for 45 mil debt, converstion of notes at 4.2 shares, ETWPB converted at 2;1.

Overall good plan, the 11c price is a bit low, and l am highly unimpressed with ANZ getting 20 mil extra shares for walking away with 45 mil cash - clearly they got the better deal.

Also not impressed with only 4.2 shares for each ETWG which values them at 46c and a face value of $1. How about $1 worth of shares as they were originally intended ? Cant see noteholders approving that one.

Finally, the mystery holder that will take up the 45 mil. Who might they be ? l speculate they might be interested in taking over the whole lot, hence the ETW trading at 17c when it should be 11c. And the name of the mystery buyer is ???

transcript;

10 May 2007

COMPANY ANNOUNCEMENTS PLATFORM

AUSTRALIAN STOCK EXCHANGE

EVANS & TATE ENTERS INTO AGREEMENT TO RESTRUCTURE

BALANCE SHEET

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 coinvestor,

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 a

conversion 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.

…2/

ANZ will endeavour to secure an appropriate financial and strategic thirdparty

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”.