Overview of the Entitlement Offer

Overview of the Entitlement Offer

On 14 October 2015, Treasury Wine Estates Limited announced its intention to raise approximately $486 million through a fully underwritten pro rata accelerated renounceable entitlement offer with retail rights trading (Entitlement Offer) of new TWE ordinary shares (New Shares) at an offer price of $5.60 (Offer Price) per New Share.

Under the Entitlement Offer, eligible shareholders in Australia and New Zealand (Eligible Shareholders) could purchase 2 New Shares for every 15 existing TWE fully paid ordinary shares held as at 7.00pm (Melbourne time) on 19 October 2015 (Record Date).

The Offer Price of $5.60 per New Share represented a 14.8% discount to TWE’s closing price on 13 October 2015 of $6.57 and a 13.3% discount to the theoretical ex-rights price1 of $6.46. New Shares rank equally with existing TWE shares in all respects. 

The Entitlement Offer comprised an accelerated institutional entitlement offer (Institutional Entitlement Offer) and a retail entitlement offer that included the ability for Eligible Shareholders to trade their retail entitlements on ASX (Retail Entitlement Offer).

Further details of the Retail Entitlement Offer are set out in the Retail Entitlement Offer Booklet. A copy of the Retail Entitlement Offer Booklet, accompanied by a personalised Entitlement and Acceptance Form, was sent to all Eligible Shareholders on or about 23 October 2015.

The Entitlement Offer raised gross proceeds of A$486 million, which were used to partially fund the purchase price for the acquisition of the majority of the wine assets of Diageo plc’s US and UK wine operations (Diageo Wine) as announced on 14 October 2015. The acquisition completed on 31 December 2015.

Unless otherwise defined, capitalised terms used on this website have meanings given in the Retail Entitlement Offer Booklet.

For more information:

• Read the Retail Entitlement Offer Booklet).

• Call the TWE Offer Information Line: 1800 158 360 (toll free within Australia) or +61 3 9415 4208 (outside Australia), from 8.30am to 5.30pm (Melbourne time) Monday to Friday.

• Further questions should be directed to your stockbroker, accountant or other professional adviser.

Note 1: Theoretical Ex-Rights Price (TERP) is the theoretical price at which shares in TWE should trade immediately after the ex-date of the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which shares in TWE trade immediately after the ex-date of the Entitlement Offer will depend on many factors and may not be equal to TERP. TERP is calculated by reference to TWE’s closing price of $6.57 per share on 13 October 2015 being the last trading day prior to the announcement of the Entitlement Offer.

Retail Entitlement Offer Documents

Retail Entitlement Offer Documents

Announcements
  • Appendix 3B 16 November 2015 Friday, 15 January 2016 pdf 468 kB Download
  • Completion of Retail Entitlement Offer 10 November 2015 Friday, 15 January 2016 PDF 182 kB Download
  • Issue of Shares under Institutional Entitlement Offer 27 October 2015 Friday, 15 January 2016 pdf 168 kB Download
  • Notification to Ineligible Retail Shareholders 23 October 2015 Friday, 15 January 2016 pdf 241 kB Download
  • Retail Entitlement Offer Booklet 23 October 2015 Friday, 15 January 2016 pdf 986 kB Download
  • Completion of Institutional Entitlement Offer 19 October 2015 Friday, 15 January 2016 pdf 242 kB Download
  • Announcement 14 October 2015 Friday, 15 January 2016 pdf 260 kB Download
  • Investor Presentation 14 October 2015 Friday, 15 January 2016 pdf 994 kB Download
  • Cleansing Notice 14 October 2015 Friday, 15 January 2016 pdf 31 kB Download
  • Appendix 3B 16 November 2015 Friday, 15 January 2016 pdf 463 kB Download

Key Dates

Key Dates

Announcement of the Entitlement Offer

14 October 2015

Entitlements commence trading on ASX on a deferred settlement basis

19 October 2015

Record Date for eligibility in the Retail Entitlement Offer (7.00pm Melbourne time)

19 October 2015

Retail Offer Booklet, and personalised Entitlement and Acceptance Forms, despatched

23 October 2015

Retail Entitlement Offer opens Retail Entitlements commence trading on ASX
on a normal settlement basis

26 October 2015

Retail Entitlements trading on ASX ends

27 October 2015

Retail Entitlement Offer closes (5.00pm Melbourne time)

4 November 2015

Retail Shortfall Bookbuild

11 November 2015

Settlement of the Retail Entitlement Offer

13 November 2015

Issue of New Shares under the Retail Entitlement Offer

16 November 2015

New Shares under the Retail Entitlement Offer commence trading on ASX

17 November 2015

Despatch of holding statements for New Shares under the Retail Entitlement Offer

18 November 2015

Retail Premium (if any) despatched

18 November 2015

Retail Entitlement Offer FAQs

Retail Entitlement Offer FAQs

When did the offer open and close?

The Retail Entitlement Offer opened on 26 October 2015 and closed at 5.00pm (Melbourne time) on 4 November 2015.

Can I still apply?

No – the Retail Entitlement Offer closed at 5.00pm (Melbourne time) on 4 November 2015. No further applications and payments can be accepted.

Will I receive any proceeds under the Retail Shortfall Bookbuild if I did not participate in the Retail Entitlement Offer?

If you chose to do nothing in respect of part or all of your Retail Entitlement or you were an Ineligible Retail Shareholder, part or all (as applicable) of your Retail Entitlement was offered for sale for your benefit through the Retail Shortfall Bookbuild on 11 November 2015.

The Retail Shortfall Bookbuild achieved a clearing price of $7.16 per New Share (being the Offer Price of $5.60 per New Share, plus $1.56 per Retail Entitlement). Accordingly, Eligible Retail Shareholders who elected not to take up their Retail Entitlements, and Ineligible Retail Shareholders, received $1.56 in cash for each Retail Entitlement sold (Retail Premium).

The Retail Premium, less any applicable withholding tax, was paid on 18 November 2015.

Why was there a difference in the outcomes of the Institutional Shortfall Bookbuild and the Retail Shortfall Bookbuild?

Institutional Entitlements not taken up by eligible institutional shareholders and Entitlements of ineligible institutional shareholders were sold in the Institutional Shortfall Bookbuild on 16 October 2015. The Institutional Shortfall Bookbuild achieved a clearing price of $7.10 per New Share (being the Offer Price of $5.60 per New Share, plus $1.50 per Entitlement). Accordingly, eligible institutional shareholders who elected not to take up their Entitlements, and ineligible institutional shareholders, received $1.50 in cash for each Entitlement sold for their benefit in the Institutional Shortfall Bookbuild, less expenses and any applicable withholding tax.

Entitlements not taken up by Eligible Retail Shareholders and Entitlements of Ineligible Retail Shareholders were sold in the Retail Shortfall Bookbuild on 11 November 2015. The Retail Shortfall Bookbuild achieved a clearing price of $7.16 per New Share (being the Offer Price of $5.60 per New Share, plus $1.56 per Entitlement). Accordingly, Eligible Retail Shareholders who elected not to take up their Entitlements, and Ineligible Retail Shareholders, received $1.56 in cash for each Entitlement sold for their benefit in the Retail Shortfall Bookbuild, less expenses and any applicable withholding tax.

The respective bookbuilds and resulting clearing prices were subject to market conditions applicable at the relevant times.

What are the tax consequences of the Entitlement Offer?

A general summary of the potential tax consequences of the Retail Entitlement Offer for Eligible Retail Shareholders is included in section 4 of the Retail Entitlement Offer Booklet, which was sent Eligible Retail Shareholders and is available on this website.

The tax consequences of investing in New Shares will vary depending on the specific circumstances of individual investors. It is strongly recommended that each Eligible Retail Shareholder seek their own independent professional tax advice applicable to their particular circumstances.

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