new tel ltd.

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    New Tel Ltd. Quick Quote: X.NWL 0.05 (+0.05)

    Agreement with Broadband & Wireless Pty Ltd
    3/12/02 4:52:00 PM


    HOMEX - Perth

    New Tel Limited (New Tel or Company) is pleased to announce that it
    has entered into an agreement with Broadband & Wireless Pty Limited
    (BWPL) pursuant to which BWPL has agreed to the terms upon which the
    Company will repay to BWPL approximately $22,000,000 of debt which
    is to be acquired by BWPL from Telstra and Optus (BWPL Agreement).


    On 15 November 2002, BWPL entered into an agreement with Optus
    Networks Pty Ltd and Optus Mobile Pty Ltd (together, Optus) pursuant
    to which Optus agreed to assign to BWPL the aggregate current balance
    of debts owing by New Tel to Optus, totalling $11,284,967.13.

    On 21 November 2002, Broadband & Wireless Limited (BWL) entered into
    an agreement with Telstra Corporation Limited (Telstra) pursuant to
    which Telstra agreed in principle to assign all debts owed to Telstra
    by New Tel, totalling approximately $11,000,000.

    BWPL is a wholly owned subsidiary of BWL. It is intended that BWPL
    will, as BWL's nominee, enter into a formal binding agreement with
    Telstra pursuant to which BWPL will be assigned the Telstra Debt
    (Telstra Agreement).


    The material terms of the BWPL Agreement are as follows:

    1. During the 90 days following the date of the BWPL Agreement, New
    Tel must progressively make payments to BWPL up to an aggregate sum
    of $10,000,000 (Repayment Amount) - BWPL has agreed to accept the
    Repayment Amount in full and final satisfaction of all but
    $3,218,046.39 of the total debt outstanding to BWPL (Total Debt).

    2. The balance of the Total Debt, being $3,218,046.39 (Debt Balance),
    will be repaid by BWPL applying the Debt Balance in subscription for
    fully paid ordinary shares in the capital of the Company (Shares) at
    an issue price of $0.01 per Share, subject to the approval of New Tel
    shareholders in the general meeting.

    The Repayment Amount will be funded by New Tel as follows:

    (a) approximately $7,000,000 of the Repayment Amount will be funded
    from New Tel's current receivables; and

    (b) approximately $3,000,000 of the Repayment Amount will be funded
    pursuant to loans made to New Tel by certain third party investors
    (Investors). The terms of the loans from the Investors provide that
    the funds advanced to New Tel will be converted into Shares at an
    issue price of $0.01 per Share, subject to the approval of New Tel


    In order to allow all New Tel shareholders to participate in a
    capital raising by the Company at the same price at which BWPL and
    the Investors will be issued Shares on conversion of their respective
    debts, the Board of New Tel is pleased to announce that the Company
    intends to proceed with a one (1) for one (1) non-renounceable pro
    rata rights issue ofShares at a issue price of $0.01 per Share
    (Rights Issue). It is anticipated that a prospectus for the Rights
    Issue will be lodged with the ASIC towards the end of January 2003,
    with the record date for the Rights Issue to occur 7 business days

    BWPL and the Investors will not participate in the Rights Issue.

    A proforma capital structure of the Company on completion of the
    transactions set out above is attached to this announcement.


    The transactions contemplated by the BWPL Agreement are subject to
    and conditional upon:

    (a) New Tel and BWPL obtaining all required approvals to enter into
    the BWPL Agreement and complying in all respects with all relevant
    laws and regulations; and

    (b) within 21 days of the date of the BWL Agreement, BWPL entering
    into the Telstra Agreement with Telstra.

    Further details in relation to the transactions with BWPL and the
    Investors will be set out in the notice of meeting and explanatory
    statement to be sent to shareholders for the purposes of obtaining
    approval to convert the debts outstanding to BWPL and the Investors
    into Shares.

    New Tel has been advised by Australian Stock Exchange Limited (ASX)
    that the Company's securities will not be reinstated to trading on
    ASX until such time as:

    (a) the Company's audited accounts have been lodged with the ASIC and
    ASX; and

    (b) shareholder approval has been obtained for the conversion of the
    debts owed to BWPL and the Investors into Shares.

    Tbe Board is confident that each of the matters referred to above
    will be completed prior to 28 February 2003.

    P Malone



    Current 297,637,187 271,088,737

    Maximum Shares to be issued 297,637,187 -
    pursuant to Rights Issue

    Issued to BWPL* 321,804,639 -

    Issued to Investors* 300,000,000 -

    MAXIMUM TOTAL AFTER 1,217,079,013 271,088,737

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