TRT - Recapitalisation Plan 1/1 (P)
TRT - ASX Company Announcement
13 January 2003
Part 1/1
--------
TUART RESOURCES LIMITED
-----------------------
HOMEX - Perth
-------------------------
Recapitalisation Plan - Restructure
Tuart Resources Limited ("Tuart") announced today that it had
accepted a proposal by Ascent Capital Pty Ltd ("Ascent Capital") to
recapitalise Tuart and all subsidiary companies associated with the
Preston Vale vineyard with the objective (if successful) of
maximising the value of Tuart's investment in the Preston Vale
vineyard.
The decision by Tuart follows months of Intensive negotiations
canvassing the Australian wine market for an equity participant in
Tuart.
The Chairman of Tuart Resources Limited Mr Martin Bennett said that
the need to proceed with a recapitalisation proposal for Tuart had
become more urgent with the need to put forward a Deed of Company
Arrangement for the creditors of Southern Wine Corporation Limited.
Immediately prior to Christmas Ascent Capital proposed a Deed of
Company Arrangement for the Creditors of Southern Wine Corporation
Limited which was accepted by the creditors. The Deed needs to be
implemented prior to 28 February 2003.
In order to implement the Ascent Capital recapitalisation plan:
1. Mr Bob Hendrie, the Managing Director of Tuart and Mr Eddie
Saunders, a non-executive Director have both resigned as Directors;
2. two of the Executive Directors of Ascent Capital, Mr Gary
Steinepreis and Mr Hugh Warner have been appointed to the Board of
Tuart;
3. the new Tuart Board has today resolved to appoint Mr John Carrello
of PKF Chartered Accountants as an Administrator of Tuart.
Mr Bennett said that it was an integral part of the Ascent Capital
proposal that Tuart be placed in a managed voluntary administration
to enable Tuart to quantify all liabilities and negotiate a
settlement schedule via a Deed of Company Arrangement.
Mr Bennett said the Board was confident the proposed Deed of Company
Arrangement would be supported by Tuart creditors and Ascent Capital
had already received support for its proposal from a number of
creditors.
The Deed of Company Arrangement proposed will be structured in two
parts being both a formal Deed of Company Arrangement and a Creditors
Deed of Trust whereby all assets and liabilities of Tuart allocated
to creditors will be held in trust to enable Tuart to be released
from administration as soon as possible. Upon acceptance of the terms
of the Deed of Company Arrangement by the creditors, it is proposed
to seek Tuart shareholder approval for the following resolutions:
1. ratification of the issues of securities to Ascent Capital and/or
its nominees of 113,193,718 fully paid ordinary shares (post
consolidation 3,773,155) as a result of the exercise of a performance
option;
2. approve the consolidation of the share capital of Tuart on a 1 new
share for every 30 existing shares;
3. approve the bonus issue of a converting share to each existing
Tuart shareholder (pre consolidation) whereby in the event that Tuart
achieves a commercial resolution to retaining control of the
underlying Preston Vale vineyard these converting shares convert into
fully paid ordinary shares thus reducing the dilution factor on
consolidation to 1/15;
4. approval for the placement of 55,000,000 fully paid ordinary
shares (post consolidation) to Ascent Capital and its nominees in
consideration of $55,000. As part of this issue Ascent Capital
proposes to allocate to Empresa Management Pty Ltd (a company
associated with the General Manager of Tuart, Mr Frank Ashe)
5,500,000 fully paid ordinary shares (post consolidation) in
consideration for $5,500,00 cash and an ongoing management support
role during the Deed of Company Arrangement and implementation of the
Ascent Capital proposal;
5. approval to place 130,000,000 fully paid ordinary shares (post
consolidation) to Ascent Capital and its nominees in consideration
for $1,300,000 cash;
6. ratify the appointment of Mr Hugh Warner and Mr Gary Steinepreis
as Directors;
7. any other resolution required for recapitalisation purposes;
Mr Bennett said it was is the intention of Ascent Capital to raise
equity funds for Tuart as soon as possible post Tuart being released
from administration and the above shareholder approvals being
received. Thereafter Ascent Capital and Tuart will seek the
reinstatement of Tuart to trading on the ASX as soon as possible.
Upon a review of the Tuart corporate group, it is likely that a
number of subsidiaries will be liquidated or de-registered. The
Ascent Capital proposal recognises that Diamond Ridge Management Pty
Ltd is now in liquidation. There is no intention to make any
investment or take any action in respect of the Diamond Ridge
vineyard.
Ascent Capital was formed by David Steinepreis, Hugh Warner and Gary
Steinepreis specifically with the objective of pursuing
reconstruction and recapitalisation of existing listed companies.
Ascent Capital and its Directors have successfully recapitalised and
relisted a number of companies including Triton Corporation Limited,
VosTech Limited, ISP Limited and Smart World Corporation Limited.
Ascent Capital also completed the IPO of InfoBank International Ltd
and its recent acquisition and change of name to Aeris Technologies
Ltd.
Mr Bennett said that the professional expertise that the Ascent
Capital Directors would bring to the recapitalisation proposal for
Tuart was a decisive factor in persuading the Tuart Board that the
Ascent Capital proposal should be accepted.
Mr Bennett said that the Tuart Board were confident that the
experience and expertise of the Ascent Capital team would provide the
best opportunity for Tuart shareholders rebuilding value in their
Company. Mr Bennett urged shareholders to support the Ascent Capital
recapitalisation proposal.
Any queries should be directed to Mr M L Bennett.
M L Bennett
CHAIRMAN
- Forums
- ASX - By Stock
- tuart restructure
tuart restructure
Featured News
Featured News
The Watchlist
LPM
LITHIUM PLUS MINERALS LTD.
Simon Kidston, Non Executive Director
Simon Kidston
Non Executive Director
SPONSORED BY The Market Online