18 September 2012

Clayton Utz advises AACL Holdings Limited on sale of subsidiary and equity buy-back

Perth, 18 September 2012: Clayton Utz is advising ASX-listed AACL Holdings Limited ("AACL Holdings") in relation to the proposed sale of its subsidiary AACL Pty Ltd to Glencore Grain Pty Limited, in consideration for funding support and a cash payment not exceeding $8.5 million in aggregate. The transaction will also involve the buy-back by AACL Holdings of Glencore's approximate 16.5% shareholding in AACL Holdings.

Concurrently with the share sale, AACL Pty Ltd will acquire the assets (being grain) of certain managed investment schemes, of which a subsidiary of AACL Holdings is the responsible entity. AACL Pty Ltd operates the grain projects related to the schemes. After completion of the transactions, it is intended that the schemes be wound up.

Clayton Utz Energy & Resources partner Brett Cohen led the firm's Perth based team advising AACL Holdings, which included Restructuring and Insolvency partner Cameron Belyea, special counsel Alistair Fleming, senior associate Liz Humphry and lawyer Mark Joss.

Commenting on the complex nature of the transaction Brett said: "This complex matter involved a number of asset sales, the monetisation of an agribusiness with managed investment scheme features, standstill and interim funding arrangements and a selective share buy-back. Clayton Utz is very pleased to have been given the opportunity to assist AACL Holdings on this unique transaction. We look forward to it successfully completing and realising value for AACL Holdings stakeholders."

The transactions will be subject to a number of conditions precedent, including approvals from AACL Holdings shareholders and investors in the managed investment schemes.

Brisbane-based firm McMahon Clarke independently advised the responsible entity of the managed investment schemes, AACL Funds Management Pty Ltd.

Disclaimer
Clayton Utz communications are intended to provide commentary and general information. They should not be relied upon as legal advice. Formal legal advice should be sought in particular transactions or on matters of interest arising from this bulletin. Persons listed may not be admitted in all states and territories.