The North Adelaide company Global Wine Ventures (GWV) has signed an agreement with Joval Pty which allows for a corporate restructuring and recapitalisation of the company.

Under the terms of a Memorandum of Understanding (MOU), Joval, which is based in Victoria and owns the wine company Casama Group, will be entitled to 44.4% of the increased share capital. GVW will consolidate its existing shares on a one-for-25 basis to 10.4m shares, as well as changing existing converting notes to 9.9m post-consolidation shares at 18 cents per share.

Meanwhile, Joval and its associated entities will convert A$435,000 (A$339m) of secured debt into 4.35m post-consolidation shares at ten cents per share. Norvest Corporate will convert its $225,000 of secured debt into 2.25m shares, also at ten cents a share.

"Joval are a valuable addition to our share register and board of directors as they know and understand the Australian and international wine market and industry," said GWV managing director Sam Atkins today (27 November). "Joval is the perfect partner to help build a sustainable business for the future."

The deal follows the signing in August of a distribution agreement between Joval and Casama-owned wine distributor subsidiary Red+White Fine Wines for its Cowrock Vineyards brand.

The MOU also states that Casama is to transfer its 50% ownership of the Cowrock brand to GWV. Current board member Ken Richards will resign his position with GWV, and will be replaced by Joval representative Theo Eversteyn.

The Memorandum of Understanding is conditional upon GWV being able to reach agreement with existing converting note holders for an early conversion of their notes, agreeing terms of settlement with remaining secured and unsecured creditors to Joval's satisfaction, and having a maximum $500,000 net asset deficiency prior to any cash subscription.

The deal is also contingent upon satisfactory due diligence on GWV by Joval, satisfactory taxation advice, and shareholder approval of the transactions including Joval's entitlement to in excess of 20% of the expanded share capital.