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tuart restructure

  1. 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

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