The New Zealand Wine Company

FFW Disclosure Document re Financial Assistance

Disclosure document relating to the giving of financial assistance in relation to the subscription for shares in Foley Family Wines Limited
 
Pursuant to section 80 of the Companies Act 1993
 
 
To:      All Shareholders of Foley Family Wines Limited
 
 
This disclosure document is being sent to all shareholders of Foley Family Wines Limited (FFW) in accordance with the requirements of section 80 of the Companies Act 1993 (Act). This section permits financial assistance to be given where the amount of financial assistance would not exceed 5% of the aggregate of amounts received by FFW in respect of the issue of shares and reserves as disclosed in FFW’s most recent financial statements (Aggregated Amounts), and FFW receives fair value in connection with the assistance. The amount of financial assistance given as disclosed below is approximately 1.2% of the Aggregated Amounts. 
 
Background
 
1.                  FFW made a full takeover offer (Takeover Offer) dated 26 May 2014 to purchase all of the shares in Martinborough Vineyard Estates Limited (MVEL) pursuant to the Takeovers Code. The Takeover Offer has now been completed and FFW has acquired 32,835,889 of the shares of MVEL in consideration for the issue of 1,174,817 shares in FFW: each shareholder in MVEL who accepted the Takeover Offer received one share in FFW for every 27.95 shares held in MVEL subject to rounding as specified.
2.                 In connection with the takeover of MVEL pursuant to the Takeover Offer, it was agreed that FFW and MVEL would procure repayment of secured loans made by certain persons named in the Schedule hereto (Lenders) to MVEL with an aggregate value of $708,450 on the basis that the amount of the repayment would be used by the Lenders to subscribe for new shares in FFW at a price based on the same value of the assets of FFW as was used for calculation of the number of shares in FFW issued to shareholders of MVEL pursuant to the Takeover Offer. 
3.                 Accordingly a Loan Repayment and Share Subscription Agreement dated the 15th day of May 2014 (Subscription Agreement) was entered into between the Lenders, MVEL,  FFW and Amapur Securities Limited (the holder, as trustee for the Lenders, of the security over the assets of MVEL) which provided for:
·         FFW to advance to MVEL an amount equal to the aggregate sum of $708,450 (Loan Amount) advanced by the Lenders to MVEL and secured over its assets;
 
·         MVEL to use the advance from FFW to repay the Loan Amount to the Lenders;
 
·         the Lenders to pay those repayment funds to FFW as subscriptions for a total of 506,036 new shares in FFW at an issue price of $1.40 each; and
 
·         the security over the assets of MVEL to then be discharged.
 
 
Financial assistance given
 
FFW has provided financial assistance as follows pursuant to the Subscription Agreement:
(a)             FFW has made an advance of $708,450 to MVEL which has become a subsidiary of FFW following the Takeover Offer;
(b)             MVEL has repaid the secured loans owed by MVEL to the Lenders as shown in the Schedule hereto and the Lenders have applied the loan repayment amounts in subscriptions for that number of ordinary shares in FFW as shown in the Schedule;
(c)             FFW has issued a total of 506,036 ordinary shares in FFW at an issue price of $1.40 each to the Lenders as shown in the Schedule in consideration for a total cash payment of $708,450.  That payment was derived from repayment of the Loan Amount to the Lenders by MVEL, using the loan advance of $708,450 from FFW to MVEL as explained in the Background.
 
SCHEDULE
Lender
Loan
Shares in FFW subscribed for
Robec Limited
$202,112.50
144,365
Macmine Investments Limited
$52,112.50
37,222
Amapur Securities Limited
$152,112.50
108,653
Sinclair Investments Limited (in liquidation)
$152,112.50
108,653
Albany Braithwaite Holdings Limited
$150,000.00
107,143
Total
$708,450.00
506,036
 
 
 
 
 
 
DATE 30 June 2014
 
 
 
 
_________________________________
Antony Mark Turnbull
Chief Executive Officer