Prince Hill Wines (PHW) announces that its wholly owned subsidiary, Prince Hill Wine Services Pty Ltd has signed contracts to acquire certain assets and assume certain liabilities from Watson Wine Group Pty Ltd; The Wine List Pty Ltd; Coonawarra Vineyard Management Services Pty Ltd ; and Essential Project Administration Pty Ltd, (together “the Watson Group”). PHW Services will procure the Company to issue shares in the Company to WWG, the ultimate holding company of the Watson Group, as consideration for WWG, entering into, or where applicable procuring, the transactions contemplated by the contracts. The total amount of ordinary shares to be issued by the Company to WWG will be 148,514,029 at a notional issue price of $0.005 per share (being the last sale price per Share as at 3 September 2010). The total notional issue price for all shares issued to WWG by the Company is $742,571 which equates to the total net asset value (as at 30 June 2010) of the assets to be acquired from the Watson Group (after taking into account the assumption of the liabilities).
The Proposed Transactions comprise PHW Services acquiring all of the issued share capital in Coonawarra Premium Vineyards Limited from CVMS; trade receivables, intellectual property rights, material contracts and cash at bank from TWL; cash at bank and the assumption of all liability for all accrued entitlements in respect of transferring employees of EPA; prepayments, stock (including bulk wine, bottled wine and dry goods), land, buildings and vines, intellectual property rights, wine brands, material contracts and plant and equipment and the assumption of liabilities in respect of bank overdrafts, trade payables and leases of WWG; and plant and equipment, material contracts, intellectual property, managed and unmanaged units in the Coonawarra Australia Premium Vineyards Project and cash at bank and assumption of all liability for trade payables, bank loans, leases and accrued entitlements of transferring employees of CVMS. As part of the proposed restructure, PHW Services will be making offers to all employees of each of EPA and CVMS to transfer their employment to PHW Services on the same terms and conditions. PHW Services will assume liability for all accrued entitlements of the transferring employees.
Tags: New acquisition, PHW, Prince Hill Wines, Wine
