Cash Offer by Gordon Merchant No. 2 Pty Limited

 

TIDMPLNT 
 
RNS Number : 1334Q 
Plantic Technologies Limited 
29 July 2010 
 

29 JULY 2010 
          PLANTIC TECHNOLOGIES LIMITED 
 ("Plantic" or "the Company") 
 
  Independent Board Committee of Plantic unanimously recommendS cash offer of 8 
               pence per share from Gordon Merchant No. 2 Pty Ltd 
 
Plantic (AIM:PLNT) announces today that it has entered into a Merger 
Implementation Agreement ("MIA") with Gordon Merchant No. 2 Pty Ltd ("GM") under 
which it is proposed that GM will acquire all of the ordinary shares in Plantic 
that it does not already own via a Scheme of Arrangement (Scheme)"). 
 
Under the terms of the Scheme, Plantic shareholders will receive 8 pence in cash 
per ordinary share, valuing the entire issued share capital of Plantic at 
GBP6.38m. 
 
GM is controlled by Gordon Merchant, who is a director of Plantic.  GM,Gordon 
Merchant and their associates have voting power over approximately 18.9% of the 
ordinary shares in Plantic. 
 
An Independent Board Committee has been established to evaluate the offer from 
GM.  This Independent Board Committee comprises all directors of Plantic, other 
than Gordon Merchant and his alternate director, Luke McGrath. Gordon Merchant 
and Luke McGrath have not participated in discussions of the Independent Board 
Committee in relation to the proposal. 
 
The Independent Board Committee (having consulted with Matrix Corporate Capital 
LLP, the Company's nominated adviser), has concluded that the Scheme is fair and 
reasonable in so far as Plantic's shareholders are concerned. 
 
The Independent Board Committee therefore unanimously recommends that Plantic 
shareholders vote in favour of the Scheme at the Scheme meeting. Each director 
of Plantic who is a member of the Independent Board Committee intends to vote 
all the Plantic shares held or controlled by them in favour of the Scheme at the 
Scheme meeting. The above recommendation and intention to vote in favour of the 
Scheme are subject to the Company not receiving a superior proposal and an 
independent expert concluding that the Scheme is in the best interests of 
Plantic shareholders. 
 
The price of 8 pence per ordinary share represents a premium of : 
·                 68.4% to the closing price on the AIM Market of the London 
Stock Exchange (AIM) of 4.75 p for each Ordinary Share on 28 July, 2010, the 
last day of trading prior to this announcement; 
·                 52.8% to the volume-weighted average closing price (VWAP) of 
the Ordinary Shares on AIM for the one month ended 28 July, 2010; and 
·                 37.9% to the VWAP of the Ordinary Shares on AIM for the three 
months ended 28 July, 2010. 
The Scheme is subject to certain conditions precedent including Plantic 
shareholder and Court approvals and other regulatory approvals.  A copy of the 
MIA in the form entered into by Plantic and GM is attached to this announcement. 
The MIA includes provisions for the payment of a break fee to GM (including 
where a superior offer is received by the Company) and a reverse break fee to 
Plantic in certain circumstances. 
 
The Independent Board Committee unanimously recommends that Plantic shareholders 
vote in favour of the Scheme, which is at a substantial premium to the current 
market price of Plantic shares. Given the Company's need for further investment, 
the GM proposal eliminates any risks associated with a further capital raising 
and is in the best interests of shareholders. 
 
A Scheme booklet containing information relating to the proposed acquisition, 
reasons for the Independent Board Committee's unanimous recommendation, and 
details of the Scheme meeting is expected to be sent to Plantic shareholders in 
mid-September 2010 with a shareholder meeting to vote on the proposed Scheme to 
be held in mid-October 2010.  Subject to the approval of the Scheme by 
shareholders and the Court and the timely satisfaction or waiver of conditions, 
Plantic expects the transactions to be completed during October 2010. 
 
Plantic has appointed Corrs Chambers Westgarth as legal advisor to advise the 
Independent Board Committee in relation to the offer made by GM.  GM is being 
advised by Helfen Corporate Advisory and Minter Ellison Lawyers. 
 
Plantic will keep its shareholders informed and will make further announcements 
in the event of any material developments. 
 
FURTHER INFORMATION: 
+--------------------------------------+------------------+ 
| Plantic Technologies Limited         |                  | 
+--------------------------------------+------------------+ 
| Brendan Morris                       | [phone]   | 
|                                      | 7900             | 
+--------------------------------------+------------------+ 
|                                      |                  | 
+--------------------------------------+------------------+ 
| Matrix Corporate Capital LLP         |                  | 
+--------------------------------------+------------------+ 
| Stephen Mischler                     | [phone]  | 
|                                      | 7203             | 
+--------------------------------------+------------------+ 
| Tim Graham                           | [phone]  | 
|                                      | 7206             | 
+--------------------------------------+------------------+ 
|                                      |                  | 
+--------------------------------------+------------------+ 
| Pelham Bell Pottinger                |                  | 
+--------------------------------------+------------------+ 
| Archie Berens                        | [phone]  | 
|                                      | 3112             | 
+--------------------------------------+------------------+ 
 
NOTES FOR EDITORS 
 
Plantic Technologies is based in Australia, where its head office, principal 
manufacturing and research and development facilities are located.  In addition 
the company has a rigid packaging manufacturing plant in Jena, Germany together 
with sales offices in Germany, the United Kingdom and the USA.  Plantic employs 
approximately 65 people internationally. 
 
Plantic's novel polymer technology is based on the use of high-amylose corn 
starch, a material derived from annual harvesting of specialized non-GM (hybrid) 
corn and supplied by National Starch.  The unique chemical and film-forming 
properties of this type of starch allow for development of a range of 
applications across conventional plastics markets.  Plantic materials have a 
renewable bio-content of approximately 85%.  In addition to being 
renewably-sourced, Plantic materials are biodegradable, home compostable, water 
dispersible and compostable to American (ASTM 6400) and European (EN 13432) 
standards. 
 
Plantic Technologies has won numerous international awards for their innovation 
in biodegradable plastics.  Plantic is listed on the London Stock Exchange's 
Alternative Investment Market (AIM) under the symbol 'PLNT'. 
 
For more information visit the company's website www.plantic.com.au. 
Plantic Technologies Limited 
Gordon Merchant No. 2 Pty Ltd 
Merger Implementation Agreement 
 
 
 
 
 
 
 
Contents 
1Interpretation 
                             1 
1.1Definitions 
                         1 
1.2Construction 
                       9 
1.3Headings 
                      10 
2Implementation of the Scheme 
              10 
3Conditions 
                            10 
3.1Conditions 
                      10 
3.2Best endeavours 
                  11 
3.3Regulatory Approvals 
                 12 
3.4Benefit and waiver of certain Conditions 
           12 
3.5Notification of certain events 
                 13 
3.6Consultation if Conditions not met 
            13 
3.7Failure to agree 
                     14 
4Scheme 
                            14 
4.1Scheme 
                     14 
4.2Scheme Consideration 
              14 
4.3Appointment of nominee 
              15 
5Steps for implementation 
                   15 
5.1Target's obligations 
                   15 
5.2Bidder's obligations 
                   18 
5.3Transaction Implementation Committee 
       20 
5.4Preparation of the Scheme Booklet 
          20 
5.5Compliance with obligations 
              21 
5.6Access to information 
                 21 
5.7Court proceedings 
                  22 
5.8Board and management changes 
       22 
6Conduct of business 
                      22 
7Break Fee 
                           23 
7.1Rationale 
                       23 
7.2Payment of Break Fee to Bidder 
           23 
7.3Payment of Break Fee to Target 
           24 
7.4Where no payment required 
            24 
7.5Payment of Break Fee 
               24 
7.6Compliance with law - payment of Break Fee by Target 
24 
7.7Clause without prejudice 
                25 
8Representations and warranties 
              25 
8.1Preliminary 
                      25 
8.2Target's representations 
                25 
8.3Bidder's representations 
                26 
8.4Reliance by parties 
                  26 
8.5Survival of representations 
                 26 
8.6Notification of breach and compliance certificate 
       27 
9Confidentiality 
                           27 
10Public announcements 
                   27 
10.1Announcement of Transaction 
            27 
10.2Public announcements 
               27 
10.3Required disclosure 
                   27 
10.4Statements on termination 
               28 
11Termination 
                           28 
11.1Termination events 
                   28 
11.2Effect of termination 
                    29 
12GST 
                                29 
12.1Construction 
                      29 
12.2Consideration GST exclusive 
              29 
12.3Payment of GST 
                  29 
12.4Timing of GST payment 
               29 
12.5Tax invoice 
                       29 
12.6Adjustment event 
                   30 
12.7Reimbursements 
                  30 
12.8No merger 
                      30 
13Notices 
                               30 
13.1General 
                        30 
13.2How to give a communication 
             30 
13.3Particulars for delivery of notices 
                31 
13.4Communications by post 
              31 
13.5Communications by fax 
               31 
13.6After hours communications 
              31 
13.7Process service 
                    32 
14General 
                              32 
14.1Duty 
                         32 
14.2Legal costs 
                      32 
14.3Amendment 
                    32 
14.4Waiver and exercise of rights 
               32 
14.5Rights cumulative 
                    32 
14.6Consents 
                      32 
14.7Further steps 
                      33 
14.8Governing law and jurisdiction 
               33 
14.9Assignment 
                     33 
14.10Liability 
                           33 
14.11Counterparts 
                       33 
14.12Entire understanding 
                   33 
14.13Relationship of parties 
                    33 
14.14No merger 
                       34 
14.15Specific performance 
                   34 
Schedule 1 - Timetable 
                            35 
Annexure A - Announcement 
                      37 
 
 
 
Date      29 July 2010 
Parties 
Plantic Technologies Limited ACN 097 524 975 of 51 Burns Road, Altona, Victoria 
(Target) 
Gordon Merchant No. 2 Pty Ltd ACN 085 677 229 of Unit 25, 2-6 Hawker Street, 
Currumbin, Queensland (Bidder) 
 
Background 
A.             Bidder has agreed with Target for Bidder to acquire all of the 
issued ordinary shares of Target not already owned by it, by means of a scheme 
of arrangement. 
B.             Target has agreed to propose the Scheme to Target Shareholders. 
C.            The parties have agreed to act in good faith to implement the 
Scheme on and subject to the terms set out in this document. 
 
 
Agreed terms 
Interpretation 
Definitions 
In this document: 
Advisersmeans, in relation to an entity, its legal, financial and other expert 
advisers and agents. 
AIM means the financial market of that name operated by the London Stock 
Exchange. 
AIM Rules means London Stock Exchange's rules relating to AIM as in force at the 
date of this agreement or, where the context requires, as amended or modified 
after the date of this agreement. 
Announcement means the announcement in the form contained in annexure A. 
ASIC means the Australian Securities and Investments Commission. 
Associatein relation to each party, has the meaning given in sections 11, 12 and 
16 of the Corporations Act. 
Bidder Board means the board of directors of Bidder. 
Bidder Committee Members means Luke McGrath or such other person as is nominated 
by Bidder. 
Bidder Group means Bidder and each of its Related Entities. 
Bidder Information means such information regarding Bidder and the Bidder Group 
provided by or on behalf of Bidder to Target or the Independent Expert to enable 
the Scheme Booklet to be prepared and completed, and applications for the 
Regulatory Approvals to be made. 
Bidder's Nominee means the entity nominated by the Bidder pursuant to clause 
4.3. 
Break Feemeans $110,000 (inclusive of GST). 
Business Day means a which is not a Saturday, Sunday or bank or public holiday 
in Melbourne. 
Condition means a condition set out in clause 3.1. 
Confidentiality Agreement means the confidentiality and standstill agreement 
dated on around the date of this document between Target and Bidder. 
Control has the meaning given to that term in the Corporations Act. 
Corporations Act means the Corporations Act 2001 (Cth). 
Court means the Supreme Court of Victoria or any other court of competent 
jurisdiction under the Corporations Act agreed in writing by Target and Bidder. 
Deed Pollmeans the deed poll to be executed by Bidder in favour of the Scheme 
Participants, the form of which is to be agreed between the parties in writing 
on terms that are consistent with the provisions of this document and under 
which Bidder will covenant in favour of each Scheme Participant to perform its 
obligations under the Scheme and this document as regards the implementation of 
the Scheme. 
Effectivemeans the time at which the Scheme Order takes effect pursuant to 
section 411(10) of the Corporations Act. 
Effective Date means the date on which the Scheme becomes Effective. 
Excluded Share means a Target Share held by Bidder or any of its Associates or 
by any person on behalf of, or for the benefit of, Bidder or any of its 
Associates. 
Exclusivity Period means the period from and including the date of this document 
to and including the earlier of the date this document is terminated in 
accordance with its terms or the Effective Date. 
First Court Date means the first day of the First Court Hearing or, if the First 
Court Hearing is adjourned for any reason, the first day on which the adjourned 
application is heard. 
First Court Hearing means the hearing of the application made to the Court for 
orders under section 411(1) of the Corporations Act that the Scheme Meeting be 
convened. 
Governmental Agency means any government, whether Federal, State or Territory, 
municipal or local, and any agency, authority, commission, department, 
instrumentality, regulator or tribunal thereof, including the Commissioner of 
Taxation, Australian Taxation Office and Australian Competition and Consumer 
Commission. 
Implementation Date means the third Business Day following the Record Date, or 
such other date as ordered by the Court or agreed between Bidder and Target. 
Impugned Amount has the meaning given to that term in clause 7.6. 
Independent Expert means Lonergan Edwards & Associates Limited or such other 
independent expert that Target determines (acting reasonably). 
Independent Expert's Report means the report in connection with the Scheme to be 
prepared by the Independent Expert in accordance with the Corporations Act, and 
ASIC policy and practice, for inclusion in the Scheme Booklet. 
Insolvency Event means any of the following: 
(a)     a person is or states that the person is unable to pay from the person's 
own money all the person's debts as and when they become due and payable; 
(b)     a person is taken or must be presumed to be insolvent or unable to pay 
the person's debts under any applicable legislation; 
(c)     an application or order is made for the winding up or dissolution or a 
resolution is passed or any steps are taken to pass a resolution for the winding 
up or dissolution of a corporation; 
(d)     an administrator, provisional liquidator, liquidator or person having a 
similar or analogous function under the laws of any relevant jurisdiction is 
appointed in respect of a corporation or any action is taken to appoint any such 
person and the action is not stayed, withdrawn or dismissed within seven days; 
(e)     a controller (as that term is defined in the Corporations Act) is 
appointed in respect of any property of a corporation; 
(f)      a corporation is deregistered under the Corporations Act or notice of 
its proposed deregistration is given to the corporation; 
(g)     a distress, attachment or execution is levied or becomes enforceable 
against any property of a person; 
(h)     a person enters into or takes any action to enter into an arrangement 
(including a scheme of arrangement or deed of company arrangement), composition 
or compromise with, or assignment for the benefit of, all or any class of the 
person's creditors or members or a moratorium involving any of them; or 
(i)      anything analogous to or of a similar effect to anything described 
above under the law of any relevant jurisdiction occurs in respect of a person. 
Lossesmeans all claims, actions, proceedings, liabilities, obligations, damages, 
loss, charges, costs, expenses and duties or other outgoings. 
Material Adverse Change means the occurrence of a matter, event or circumstance 
that has, using Target's existing accounting methodologies, the effect of an 
aggregate net cash outflow of more than A$300,000 in excess of the latest Target 
Board approved budget forecasts for any full calendar month between the date 
signing of this document and the Second Court Date, but does not include the 
occurrence of a matter, event or circumstance on which Gordon Merchant (or his 
alternate director) voted in favour prior to the date of the Scheme proposal and 
the establishment of the Target Sub-Committee. 
Officer in relation to an entity, means its directors and senior executives. 
Optionmeans an option or other right to acquire Target Shares under an Option 
Plan. 
Optionholder means each registered holder of an Option. 
Option Planmeans the Target Employee Share Option Plan (as amended). 
Prescribed Event means, other than: 
(a)     as required or contemplated by this document; 
(b)     as required or contemplated under the Scheme; 
(c)     with the express consent of Bidder; 
(d)     as disclosed to Bidder or Gordon Merchant or of which Gordon Merchant or 
his advisers are aware as at date of this document, including the impact of 
arrangements with Klöckner Europe, A. Schulman, Inc., US manufacturing plan and 
the potential costs involved in restructuring European operations; or 
(e)     as disclosed by Target to AIM pursuant to its continuous disclosure 
obligations prior to the date of this document, 
the occurrence of any of the following: 
(f)      Target converting all or any of its shares into a larger or smaller 
number of shares; 
(g)     any member of the Target Group resolving to reduce, or reducing, its 
share capital in any way, or reclassifying, redeeming, combining, splitting or 
repurchasing directly or indirectly any of its shares; 
(h)     any member of the Target Group resolving to buy back, or buying back, 
any of its shares, including by: 
(i)      entering into a buy-back agreement; or 
(ii)     resolving to approve the terms of a buy-back agreement under the 
Corporations Act; 
(i)      any member of the Target Group making or declaring any distribution 
whether by way of dividend or capital reduction or otherwise and whether in cash 
or in specie; 
(j)      any member of the Target Group issuing shares, or granting an option 
over its shares, or agreeing to make such an issue, other than pursuant to an 
issue of ordinary shares following the valid exercise of any Options on issue at 
the date of this document held by Brendan Morris with an exercise price of less 
than GBP 0.08 per Option; 
(k)     any member of the Target Group issuing, or agreeing to issue, securities 
convertible into shares or debt securities (including any performance rights or 
options); 
(l)      other than as approved by Gordon Merchant or his nominee in writing, 
any member of the Target Group creating or agreeing to create, any mortgage, 
charge, lien or other encumbrance over the whole, or a substantial part, of its 
business or property; 
(m)    any change of control provisions being triggered by the Scheme which 
would allow a third party (counterparty) to acquire a material asset of the 
Target (unless otherwise waived by the counterparty or any relevant exercise 
period has expired); 
(n)     an event as detailed in sections 652C(1) and (2) of the Corporations Act 
occurring in relation to the Target; 
(o)     any member of the Target Group becoming subject to an Insolvency Event 
or being deregistered or dissolved; 
(p)     other than as approved by Gordon Merchant or his nominee in writing, any 
member of the Target Group: 
(i)      acquiring, leasing or disposing of; 
(ii)     agreeing to acquire, lease or dispose of; or 
(iii)     offering, proposing or announcing a bid or tenders for, 
any material business, assets (other than trading inventories and consumables in 
the ordinary and usual course of business) or entity with a value greater than 
A$250,000 (individually or in aggregate), or enters into joint venture, 
partnership or similar arrangement; 
(q)     any member of the Target Group adopting a new constitution or modifying 
or repealing its constitution or a provision of it or a similar constituent 
document; 
(r)      other than as approved by Gordon Merchant or his nominee in writing, 
any member of the Target Group incurring any indebtedness or issuing any 
indebtedness by way of borrowings, loans or advances for amounts in aggregate in 
excess of A$250,000; or 
(s)     any member of the Target Group making any change in its accounting 
methods, principles or practices which would materially affect the reported 
consolidated assets, liabilities or results of operations of any member of the 
Target Group, other than as required to comply with any changes to generally 
accepted accounting principles, standards, guidelines or practices in the 
jurisdiction of the relevant entity's incorporation. 
Record Datemeans 7.00 pm on the fourth Business Day following the Effective Date 
or such other date and time as Bidder and Target agree. 
Registermeans the register of members of Target maintained by or on behalf of 
Target in accordance with the Corporations Act. 
Regulatory Approval means: 
(a)     any approval, consent, authorisation, registration, filing, lodgement, 
permit, franchise, agreement, notarisation, certificate, permission, licence, 
approval, direction, declaration, authority or exemption from, by or with a 
Regulatory Authority; or 
(b)     in relation to anything that would be fully or partly prohibited or 
restricted by law if a Regulatory Authority intervened or acted in any way 
within a specified period after lodgement, filing, registration or notification, 
the expiry of that period without intervention or action. 
Regulatory Authority means any Australian or foreign government or governmental, 
semi-governmental, administrative, fiscal, regulatory or judicial entity, 
commission, tribunal agency or authority or any Minister, department, office or 
delegate of any government.  It includes a self-regulatory organisation 
established under statute or a stock exchange, ASIC, AIM, the Foreign Investment 
Review Board and the Australian Competition and Consumer Commission. 
Regulator's Draft means the draft of the Scheme Booklet in a form acceptable to 
both Bidder and Target which is provided to ASIC for review pursuant to section 
411(2) of the Corporations Act. 
Related Body Corporate has the meaning given to that term in the Corporations 
Act. 
Related Entity of a party means another entity which: 
(a)     is a Related Body Corporate of the first entity; 
(b)     is in any consolidated entity (as defined in section 9 of the 
Corporations Act) which contains the party; or 
(c)     the party Controls. 
Relevant Interest has the meaning given to that term in the Corporations Act. 
Representative means, in relation to a party: 
(a)     each of the party's Related Entities; and 
(b)     each of the Officers, employees and Advisers of the party or of any of 
its Related Entities. 
Scheme means the proposed scheme of arrangement between Target and the Scheme 
Participants under Part 5.1 of the Corporations Act, the form of which is to be 
agreed between the parties in writing on terms that are consistent with the 
provisions of this document, subject to any alterations or conditions made or 
required by the Court under section 411(6) of the Corporations Act and agreed in 
writing by Bidder and Target. 
Scheme Booklet means the information to be dispatched to Target Shareholders and 
approved by the Court, including the Scheme, explanatory statement in relation 
to the Scheme issued pursuant to section 412 of the Corporations Act and 
registered with ASIC, the Independent Expert's Report, the Deed Poll, a summary 
of this document and the notice convening the Scheme Meeting (together with 
proxy forms). 
Scheme Consideration means GBP 0.08 for each Scheme Share held by a Scheme 
Participant. 
Scheme Meeting means the meeting ordered by the Court to be convened pursuant to 
section 411(1) of the Corporations Act in respect of the Scheme. 
Scheme Order means the order of the Court made for the purposes of section 
411(4)(b) of the Corporations Act in relation to the Scheme. 
Scheme Participant means each holder of Scheme Shares as at the Record Date. 
Scheme Shares means the Target Shares other than the Excluded Shares. 
Second Court Date means the first day of the Second Court Hearing or, if the 
Second Court Hearing is adjourned for any reason, the first day on which the 
adjourned application is heard. 
Second Court Hearing means the hearing of the application made to the Court for 
the Scheme Order. 
Subsidiaryhas the meaning given to that term in the Corporations Act. 
Sunset Datemeans the date which is six months after the date of this document. 
Superior Proposal means a publicly announced bona fide Third Party Proposal 
received after the date of this document which the Target Sub-Committee acting 
in good faith and reasonably determines, after taking advice from its legal 
advisers is: 
(a)     reasonably capable of being completed on a timely basis taking into 
account all aspects of the Third Party Proposal; and 
(b)     more favourable to Target Shareholders (as a whole) than the Scheme 
(taking into account, among other things, all legal, financial, regulatory and 
other aspects of the Third Party Proposal and the identity of the offeror). 
Takeovers Panel means the body established under section 171 of the Australian 
Securities and Investments Commission Act 2001 as the primary forum for 
resolving disputes about takeovers. 
Target Board means the board of directors of Target. 
Target Committee Members means Brendan Morris or such other person as is 
nominated by Target. 
Target Director means a director of Target. 
Target Group means Target and each of its Related Entities. 
Target Information means all information contained in the Scheme Booklet and all 
information provided by or on behalf of Target to the Independent Expert to 
enable the Independent Expert's Report to be prepared and completed, but does 
not include the Bidder Information, the Independent Expert's Report and any 
other expert report. 
Target Share means a fully paid ordinary share in the capital of Target. 
Target Shareholder means each person who is registered in the Register as the 
holder of Target Shares. 
Target Sub-Committee means all of the Target Board other than Gordon Merchant or 
his alternate. 
Target Suspension Date means the date identified in the Timetable as the Target 
Suspension Date. 
Third Party Proposal means: 
(a)     a transaction which, if completed, would mean a person (other than 
Bidder) would, directly or indirectly: 
(i)      acquire all or a substantial part of the assets or business of the 
Target Group; 
(ii)     acquire a Relevant Interest in 19.9% or more of Target's voting shares 
or of the share capital of any of its Related Bodies Corporate or enter into any 
cash settled equity swap or other derivative contract arrangement in respect of 
(when aggregated with any shareholding) 19.9% or more of the relevant company's 
share capital; or 
(iii)     acquire Control of Target; 
(b)     a takeover bid, scheme of arrangement, amalgamation, merger, capital 
reconstruction, consolidation, purchase of main undertaking or other business 
combination involving Target and/or its Related Bodies Corporate; 
(c)     a transaction involving the formation of a dual listed company 
structure, stapled security structure or other form of synthetic merger having 
the same or substantially the same effect as a takeover bid for, or scheme of 
arrangement in respect of, Target and/or its Related Bodies Corporate; or 
(d)     any agreement, arrangement or understanding requiring Target to abandon, 
or otherwise fail to proceed with, the Transaction or which is otherwise 
prejudicial to the Transaction. 
Timetablemeans the indicative timetable set out in schedule 1 or such other 
timetable as may be agreed in writing by the parties or their Advisers. 
Transactionmeans the acquisition by Bidder of all of the Scheme Shares through 
the implementation of the Scheme and the separate cancellation or acquisition of 
the Options as contemplated in this document. 
Transaction Implementation Committee means the committee to be established under 
clause 5.3. 
Construction 
Unless expressed to the contrary, in this document: 
words in the singular include the plural and vice versa; 
any gender includes the other genders; 
if a word or phrase is defined its other grammatical forms have corresponding 
meanings; 
"includes" means includes without limitation; 
no rule of construction will apply to a clause to the disadvantage of a party 
merely because that party put forward the clause or would otherwise benefit from 
it; 
words and phrases have the same meaning (if any) given to them in the 
Corporations Act; 
a reference to: 
if the date on or by which any act must be done under this document is not a 
Business Day, the act must be done on or by the next Business Day; 
where time is to be calculated by reference to a day or event, that day or the 
day of that event is excluded; and 
a reference to any statement, including a warranty made by a party on the basis 
of its knowledge, belief or awareness, is made on the basis of the actual 
knowledge, belief or awareness of the Officers of the party (and no other 
persons) as at the date of this document. 
Headings 
Headings do not affect the interpretation of this document. 
Implementation of the Scheme 
Target agrees to propose, and the parties agree to implement, the Scheme on the 
terms set out in this document. 
Conditions 
Conditions 
The Scheme will not become Effective unless, and the obligation of Bidder under 
clause 4.2is subject to, each of the following conditions being satisfied or 
waived in accordance with clause 3.4: 
(ASIC and AIM approvals) before 8.00 am on the Second Court Date ASIC and AIM 
issue or provide such consents, approvals or waivers or do such other acts which 
Bidder determines are necessary or desirable to implement the Transaction and 
such acts are not withdrawn, including in the case of ASIC, providing the 
statement required under section 411(17)(b). 
(Court orders) no temporary restraining order, preliminary or permanent 
injunction or other order issued by any court of competent jurisdiction or other 
legal restraint or prohibition being in effect at 8.00 am on the Second Court 
Date which prevents the consummation of any aspect of the Transaction. 
(representations and warranties): 
(No Material Adverse Change) no Material Adverse Change occurs or becomes 
apparent between the date of this document and 8.00 am on the Second Court Date. 
(No Prescribed Event) no Prescribed Event occurs between the date of this 
document and 8.00 am on the Second Court Date. 
(Independent Expert Report) the Independent Expert issues its report which 
concludes that the Scheme is in the best interests of Target Shareholders before 
the date on which the Scheme Booklet is registered by ASIC under the 
Corporations Act and the Independent Expert does not change its conclusions or 
withdraw its report prior to 8.00 am on the Second Court Date. 
(Target Shareholder approval) before 8.00 am on the Sunset Date, Target 
Shareholders (excluding any holder of Excluded Shares) approve the Scheme by the 
necessary majorities at the Scheme Meeting (or any adjournment or postponement 
of the Scheme Meeting). 
(Court approval of Scheme) before 8.00 am on the Sunset Date, the Court approves 
the Scheme under section 411(4)(b) of the Corporations Act and an office copy of 
the Scheme Order is lodged with ASIC as contemplated by section 411(10) of the 
Corporations Act. 
(Exercise and cancellation of Options) before 8.00 am on the date that is five 
Business Days before the Regulator's Draft is lodged with ASIC in accordance 
with the Timetable, Brendan Morris exercises any Options held by him with an 
exercise price of less than GBP 0.08 per Option, and all other Options are 
cancelled on terms reasonably acceptable to Gordon Merchant. 
Best endeavours 
Each party must use its best endeavours to procure that: 
each of the Conditions for which it is responsible is satisfied as soon as 
practicable after the date of this document, or continues to be satisfied at all 
times until the last time it is to be satisfied (as the case may require), with 
a view to the Effective Date occurring on or before the Sunset Date; and 
there is no event or circumstance within the reasonable control or influence of 
that party that would prevent the Conditions being satisfied. 
Regulatory Approvals 
Without limiting the generality of clause 3.2: 
each party must promptly apply for all relevant Regulatory Approvals, providing 
a copy to the other party of all such applications, and take all steps it is 
responsible for as part of the approval process for the Scheme, including 
responding to requests for information at the earliest practicable time; and 
each party must use best endeavours to consult with the other in advance in 
relation to all material communications with any Regulatory Authority relating 
to any Regulatory Approval and provide the other party with all information 
reasonably requested in connection with the application for any Regulatory 
Authority. 
Benefit and waiver of certain Conditions 
(both parties) Target and Bidder together have the benefit of the Conditions in 
clauses 3.1(a) and 3.1(b) and any breach or non-fulfilment of those Conditions 
can only be waived with the consent of both parties. 
(Target) Target has the benefit of the Conditions in clauses 3.1(c)(ii) and 
3.1(f) and any breach or non-fulfilment of those Conditions can only be waived 
with the consent of Target. 
(Bidder) Bidder has the benefit of the Conditions in clauses 3.1(c)(i), 3.1(d), 
3.1(e) and 3.1(i) and any breach or non-fulfilment of those Conditions can only 
be waived with the consent of Bidder. 
The Conditions in clauses 3.1(g) and 3.1(h) cannot be waived by either party. 
A party entitled to waive a Condition under this clause 3.4 may do so in its 
absolute discretion. 
If a waiver by a party of a Condition is itself conditional and the other party 
accepts the condition, the terms of that condition apply accordingly.  If the 
other party does not accept a conditional waiver of the Condition, the Condition 
has not been waived. 
If a party waives the breach or non-fulfilment of any of the Conditions, that 
waiver will not preclude it from suing the other party for any breach of this 
document, including a breach that resulted in the non-fulfilment of the 
Condition that was waived. 
Unless specified in the waiver, a waiver of the breach or non-fulfilment of any 
Condition will not constitute: 
Notification of certain events 
Each party must: 
Subject to the satisfaction and/or waiver of the Conditions, Bidder and Target 
must each provide the Court on the Second Court Date with a certificate that all 
of the Conditions (other than the Condition requiring Court approval of the 
Scheme) are satisfied, or if not satisfied, are waived. 
The giving of a certificate by each of the Bidder and Target under clause 3.5(b) 
will in the absence of manifest error, be conclusive evidence of the 
satisfaction or waiver of the Conditions referred to in the certificate. 
Consultation if Conditions not met 
If: 
there is a breach or non-fulfilment of a Condition which is not waived in 
accordance with this document by the time or date specified in this document for 
its satisfaction; or 
there is an act, failure to act, event or occurrence which will prevent a 
Condition being satisfied by the time or date specified in this document for its 
satisfaction (and the breach or non-fulfilment of the Condition which would 
otherwise occur has not already been waived), 
the Transaction may proceed by way of alternative means or methods and, if so, 
to agree on the terms of such alternative means or methods; 
to extend the relevant time or date for satisfaction of the Conditions; 
to change the date of the application to be made to the Court for the Scheme 
Order or adjourning that application (as applicable) to another date agreed by 
the parties; or 
to extend the Sunset Date. 
Failure to agree 
If the parties are unable to reach agreement under clause 3.6 within five 
Business Days (or any shorter period ending at 5.00 pm on the Business Day 
before the Second Court Date), then unless that Condition is waived in 
accordance with clause 3.4, a party entitled to the benefit of that Condition 
may (subject to clause 3.7(b)) terminate this document. 
A party will not be entitled to terminate this document pursuant to clause 
3.7(a) if the relevant Condition has not been satisfied as a result of: 
Termination of this document under clause 3.7(a) does not affect any accrued 
rights of either party arising from any breach of this document prior to 
termination. 
Scheme 
Scheme 
Subject to the terms of this document and of the Scheme, Target must propose the 
Scheme, under which on the Implementation Date: 
all of the Scheme Shares held by Scheme Participants will be transferred to 
Bidder; and 
the Scheme Participants will receive the Scheme Consideration. 
Scheme Consideration 
Subject to the terms of the Scheme, Bidder covenants in favour of Target (in its 
own right and separately as trustee or nominee for each of the Scheme 
Participants), that in consideration for the transfer to Bidder of the Scheme 
Shares held by a Scheme Participant under the terms of the Scheme, Bidder will 
on the Implementation Date: 
accept that transfer; and 
in accordance with the Deed Poll and this document, pay each Scheme Participant 
the Scheme Consideration. 
Appointment of nominee 
Subject to clause 4.3(b), Target acknowledges and agrees that Bidder may, no 
later than 21 days after the date of this document by written notice to Target, 
nominate the Bidder's Nominee to acquire all of the Scheme Shares instead of 
Bidder. 
The Bidder's Nominee must be an company incorporated in Australia and wholly 
owned by the Bidder. 
If any such nomination is made pursuant to clause 4.3(a) and unless the context 
otherwise requires, all references in this document with respect to Bidder 
acquiring all of the Scheme Shares and paying the Scheme Consideration will be 
construed as if references to Bidder were replaced with references to the 
Bidder's Nominee.  Bidder irrevocably guarantees (as a principal obligation) the 
due and punctual performance by the Bidder's Nominee of all of its obligations 
under or in connection with this document, the Scheme and the Deed Poll.  If 
Bidder's Nominee commits any default or breach of this document, Bidder will, 
immediately on written demand by Target, perform all obligations (if any) of 
Bidder's Nominee in accordance with the provisions of this document. 
Steps for implementation 
Target's obligations 
Target must execute all documents and do all acts and things within its power as 
may be necessary or desirable for the implementation and performance of the 
Scheme on a basis consistent with this document, in accordance with the 
Timetable, and in particular Target must: 
(announce unanimous recommendation of the Scheme) immediately after execution of 
this document release (and not withdraw) the Announcement, including stating 
that each member of the Target Sub-Committee: 
(Scheme Booklet): 
(Independent Expert): 
(approval of Regulator's Draft) as soon as practicable after the preparation of 
an advanced draft of the Scheme Booklet suitable for review by ASIC, procure 
that a meeting of the Target Sub-Committee is convened to approve that draft as 
being in a form appropriate for provision to ASIC for review; 
(liaison with ASIC) as soon as practicable after the resolution referred to in 
clause 5.1(d) is passed, provide the Regulator's Draft, to ASIC, and: 
(approval of Scheme Booklet) as soon as practicable at the conclusion of the 
review by ASIC of the Scheme Booklet, procure that a meeting of the Target 
Sub-Committee is convened to approve the Scheme Booklet in the form approved by 
ASIC and also to approve an application to the Court for an order that the 
Scheme Meeting be convened; 
(section 411(17)(b) statements) apply to ASIC for the production of a statement 
in writing pursuant to section 411(17)(b) of the Corporations Act stating that 
ASIC has no objection to the Scheme; 
(Register details) subject to the Scheme: 
(Scheme Meeting) promptly after, and provided that, the approvals in clauses 
5.1(f) and 5.2(e) have been received: 
(Court documents) consult with Bidder in relation to the content of the 
documents required for the purpose of the First Court Hearing and the Second 
Court Hearing (including originating process, affidavits, submissions and draft 
minutes of Court orders) and consider in good faith, for the purpose of amending 
drafts of those documents, comments from Bidder and its Representatives on those 
documents; 
(registration of explanatory statement) request ASIC to register the explanatory 
statement included in the Scheme Booklet in relation to the Scheme in accordance 
with section 412(6) of the Corporations Act; 
(approval and implementation of Scheme) if the resolution submitted to the 
Scheme Meeting is passed by the necessary majorities and once the Conditions are 
satisfied or waived, promptly apply (and, to the extent necessary, re-apply) to 
the Court for orders approving the Scheme and if that approval is obtained: 
(AIM listing) use its best endeavours to ensure that the Target Shares continue 
to be admitted to trading on AIM until the Target Suspension Date; 
(legal representation) allow, and not oppose, any application by Bidder for 
leave of the Court to be represented, or the separate representation of Bidder 
by counsel, at the First Court Hearing and the Second Court Hearing; 
(publication of information) as soon as they become available, publish on its 
website the First Court Date and the Second Court Date, the date of the Scheme 
Meeting, and the text of all announcements made to AIM in connection with the 
Transaction; and 
(compliance with laws) do everything reasonably within its power to ensure that 
the Transaction is effected in accordance with all laws and regulations 
applicable in relation to the Transaction. 
Target will use its best endeavours to complete its obligations under this 
clause 5.1 by the time scheduled for such events as set out in the Timetable. 
Bidder's obligations 
Bidder must execute all documents and do all acts and things within its power as 
may be necessary or desirable for the implementation and performance of the 
Scheme on a basis consistent with this document, in accordance with the 
Timetable, and in particular Bidder must: 
(Bidder Information): 
(Independent Expert) provide all assistance and information reasonably requested 
by the Independent Expert (and any other specialist expert required) in 
connection with the preparation of all necessary report(s) for the purposes of 
the Scheme Booklet; 
(assistance) provide any assistance or information reasonably requested by 
Target in connection with the preparation of the Scheme Booklet and any other 
document to be sent to Target Shareholders in order to facilitate satisfaction 
of the Condition in clause 3.1(g); 
(approval of draft for ASIC) as soon as practicable after the preparation of an 
advanced draft of the Scheme Booklet suitable for review by ASIC, procure that a 
meeting of the Bidder Board (or a duly appointed committee of the Bidder Board) 
is convened to approve the Bidder Information in the Scheme Booklet as being in 
a form appropriate for provision to ASIC for review; 
(approval of Scheme Booklet) as soon as practicable at the conclusion of the 
review by ASIC of the Scheme Booklet, procure that a meeting of the Bidder Board 
(or a duly appointed committee of the Bidder Board) is convened to approve the 
Bidder Information in the Scheme Booklet; 
(legal representation) if reasonably requested by Target, procure that Bidder is 
represented by counsel at the First Court Hearing and the Second Court Hearing, 
at which, through its counsel, Bidder will undertake (if requested by the Court) 
to do all such things and take all such steps within its power as may be 
necessary to ensure the fulfilment of its obligations under the Scheme, and, to 
the extent that leave of the Court is required for Bidder to be represented at 
the First Court Hearing or the Second Court Hearing, apply for that leave; 
(Deed Poll) prior to the First Court Date, execute the Deed Poll; 
(Payment of Scheme Consideration into Trust) if the Court approves the Scheme, 
Bidder must within two Business Days pay an amount equal to the Scheme 
Consideration multiplied by all of the Scheme Shares, into an interest bearing 
trust account controlled by Target; 
(Scheme Consideration) if the Scheme becomes Effective, Bidder must instruct 
Target to release the Scheme Consideration from trust and Bidder must pay the 
Scheme Consideration on the Implementation Date in accordance with the Deed Poll 
and clause 4.2 of this document; and 
(compliance with laws) do everything reasonably within its power to ensure that 
the Transaction is effected in accordance with all laws and regulations 
applicable in relation to the Transaction. 
Bidder will use its best endeavours to complete its obligations under this 
clause 5.2 by the time scheduled for such events as set out in the Timetable. 
Transaction Implementation Committee 
As soon as practicable after the date of this document, the parties will 
establish the Transaction Implementation Committee made up of the Target 
Committee Members and of the Bidder Committee Members and such other persons as 
the parties may agree from time to time. 
The role of the Transaction Implementation Committee will be to act as a forum 
for consultation and planning by the parties to implement the Transaction and to 
plan the integration of the businesses of Bidder and Target after the 
Implementation Date. 
Target and Bidder agree to provide such information and make such resources 
available to the Transaction Implementation Committee as are reasonably required 
for planning for the operation of the business of Bidder and Target after the 
Implementation Date and determining potential synergies. 
The Transaction Implementation Committee will meet at least fortnightly and at 
weekly intervals if either Bidder or Target request. 
Nothing in this clause requires either party to act at the direction of the 
other, and each party: 
Preparation of the Scheme Booklet 
(Drafts) Target must: 
(Verification) Bidder must verify all statements forming part of the Bidder 
Information, and any statements directly derived from Bidder Information, 
contained in the Scheme Booklet.  Bidder will provide such documentation to 
evidence its verification that Target may reasonably request, including a 
verification certificate signed by Representatives of Bidder responsible for 
verification. 
(Dispute) If there is a dispute on any part of the Scheme Booklet (including the 
Bidder Information), the parties must refer the matter to the Transaction 
Implementation Committee for resolution.  The Transaction Implementation 
Committee must use its reasonable endeavours to resolve the dispute within two 
Business Days from the date of referral of the matter. 
Compliance with obligations 
Target and Bidder each agree to use all reasonable endeavours and utilise all 
necessary resources (including management resources and the resources of 
external Advisers) to comply with their respective obligations in this clause 5 
and to produce the Scheme Booklet in accordance with the Timetable. 
Access to information 
From the date of this document, Target must, and must cause each member of the 
Target Group to afford to Bidder and its Representatives reasonable access to 
such documents, records and other information (subject to any existing 
confidentiality obligations owed to third parties), premises, personnel and 
advisers of Target and the records, premises or personnel of any member of the 
Target Group and such reasonable co-operation as Bidder reasonably requires for 
the purpose of: 
understanding Target's financial position (including its cashflow and working 
capital position), trading performance and management control systems; 
preparing for carrying on the business of the Target Group following 
implementation of the Scheme; 
Bidder obtaining an understanding of the operations of Target's business 
in order to allow and facilitate the smooth implementation of the plans of 
Bidder for those businesses following implementation of the Scheme; 
verifying warranties; and 
any other purpose which is agreed in writing between the parties. 
Court proceedings 
If the Court refuses to make an order convening the Scheme Meeting or approving 
the Scheme, at Bidder's request Target must appeal the Court's decision to the 
fullest extent possible (except to the extent that the parties agree otherwise, 
or an independent Senior Counsel indicates that, in their view, an appeal would 
have a less than 50% prospect of success, in which case either party may 
terminate this document). 
Each of Bidder and Target must vigorously defend, or must cause to be vigorously 
defended, any lawsuits or other claims or proceedings (including any Takeovers 
Panel proceedings) brought against it (or any member of the Bidder Group or 
Target Group) challenging this document or the completion of the Transaction. 
Neither Bidder nor Target may settle or compromise (or permit any member of the 
Bidder Group or Target Group to settle or compromise) any claim brought in 
connection with this document without the prior written consent of the other, 
such consent not to be unreasonably withheld. 
Any costs incurred as a result of the operation of this clause will be borne 
equally by Bidder and Target. 
Board and management changes 
As soon as practicable: 
after the Effective Date, Target must cause the appointment as directors of 
Target of such number of persons nominated by Bidder as would constitute those 
nominees (acting together) as a majority of the directors on the Target Board; 
and 
on the Implementation Date, Target must use its reasonable endeavours to ensure 
that such members of the Target Board as nominated by Bidder resign from the 
Target Board, and that each such director provide written notice to the effect 
that they have no claim outstanding for loss of office, remuneration or 
otherwise against Target. 
Conduct of business 
From the date of this document up to and including the Implementation Date, 
Target must conduct, and it must procure that each member of the Target Group 
conducts, their respective businesses in the ordinary and proper course 
consistent with business plans and budgets made public or previously disclosed 
to Bidder prior to the date of this document and in substantially the same 
manner as previously conducted, including: 
compliance in all material respects with all applicable laws and regulations; 
maintaining its businesses and assets; 
using reasonable endeavours to keep available the services of its Officers and 
employees; and 
using reasonable endeavours to preserve its relationships with customers, 
suppliers, licensors, licensees, joint venturers and others with whom it has 
business dealings. 
Break Fee 
Rationale 
Target and Bidder acknowledge that: 
if they enter into this document and the Scheme is subsequently not implemented, 
both Bidder and Target will have incurred significant costs, expenses, outgoings 
and losses (which it is difficult to quantify); 
the Break Fee represents a genuine and reasonable pre-estimate of the internal, 
external advisory, financial and opportunity costs (and all associated out of 
pocket expenses) of Target and Bidder in relation to the proposed Scheme and the 
acquisition of the Target Shares; 
each party and their respective boards of directors believe that a reciprocal 
Break Fee is appropriate for the parties to continue with the Scheme; and 
each party has received legal advice on the size and terms of the Break Fee. 
Payment of Break Fee to Bidder 
Target will pay Bidder the Break Fee if any of the following occur: 
(withdrawal of recommendation) any Target Director of the Target Sub-Committee 
fails to recommend the Scheme or, having done so, any Target Director of the 
Target Sub-Committee publicly withdraws their favourable recommendation of the 
Scheme (or any part of it) prior to obtaining the Scheme Order, other than (in 
either such case) because the Independent Expert has concluded in the 
Independent Expert's Report or in any supplementary report of the Independent 
Expert that the Scheme is not in the best interests of Target Shareholders, or 
on receipt of a Superior Proposal; and 
(Superior Proposal) a Superior Proposal is announced which the Target 
Sub-Committee recommends: 
Payment of Break Fee to Target 
Bidder will pay Target the Break Fee if Bidder is in material breach of this 
document and Target terminates this document in accordance with clause 11.1(d). 
Where no payment required 
(a)     No obligation to pay the Break Fee will arise if: 
(b)     For the avoidance of doubt, nothing in this clause 7.4 will relieve the 
Target from having to pay a break fee in accordance with clause 7.2(b). 
Payment of Break Fee 
Any payment required to be made in satisfaction of this clause 7 must be paid 
within three Business Days of the relevant event specified in clause 7.2 or 
clause 7.3 (as applicable) occurring. 
Compliance with law - payment of Break Fee by Target 
If the payment of all or part of the Break Fee by the Target to the Seller: 
then: 
Target must not make, nor may it cause or permit to be made, any application to 
a court or the Takeovers Panel for or in relation to a determination referred to 
in clause 7.6(a). 
If the court or the Takeovers Panel consents, Target must allow Bidder to 
participate in any action or proceedings referred to in clause 7.6(a). 
Clause without prejudice 
Nothing in this clause 7 affects any rights a party may have against the other 
party in the event of any breach of this document by the other party. 
Representations and warranties 
Preliminary 
Each of the representations and warranties of Target and Bidder in clauses 8.2 
and 8.3 respectively are subject to: 
Each of the representations and warranties of Target and Bidder in clauses 8.2 
and 8.3 respectively is given, unless otherwise expressly stated, as at each of 
the date of this document, the date of the Scheme Meeting, 8.00 am on the Second 
Court Date and on the Implementation Date. 
Target's representations 
Target represents and warrants to Bidder that: 
(power for document) it has the corporate power to enter into and perform or 
cause to be performed its obligations under this document and the Transaction 
and to carry out the transactions contemplated by this document and the 
Transaction; 
(corporate authorisations) it has taken or will take all necessary corporate 
action to authorise the entry into and performance of this document and the 
Transaction and to carry out the transactions contemplated by this document and 
the Transaction; 
(document binding) this document is a valid and binding obligation enforceable 
in accordance with its terms, subject to any necessary stamping; 
(compliance with laws) as far as Target is aware, after making enquiries of its 
Officers, each member of the Target Group has complied in all material respects 
with all applicable laws and regulations which would, if breached, have a 
material adverse effect on: 
(no Insolvency Event) an Insolvency Event has not occurred in respect of the 
Target. 
Bidder's representations 
Bidder represents and warrants to Target that: 
(power for document) it has the corporate power to enter into and perform or 
cause to be performed its obligations under this document, the Transaction and 
the Deed Poll and to carry out the transactions contemplated by this document, 
the Transaction and the Deed Poll that are required to be carried out by Bidder; 
(corporate authorisations) it has taken or will take all necessary corporate 
action to authorise the entry into and performance of this document, the 
Transaction and the Deed Poll and to carry out the transactions contemplated by 
this document, the Transaction and the Deed Poll that are required to be carried 
out by Bidder; 
(document binding) this document is a valid and binding obligation enforceable 
in accordance with its terms, subject to any necessary stamping; 
(compliance with laws) as far as Bidder is aware, after making enquiries of its 
Officers, each member of the Bidder Group has complied in all material respects 
with all applicable laws and regulations which would, if breached, have a 
material adverse effect on: 
(no Insolvency Event) an Insolvency Event has not occurred in respect of the 
Bidder. 
Reliance by parties 
Each party (the representor) acknowledges that in entering into this document 
the other party has relied on the representations and warranties provided by the 
representor under this clause 8. 
Survival of representations 
The representations and warranties provided by each party under this clause 8: 
are severable; 
will survive the termination of this document; and 
are given with the intent that liability under them will not be confined to 
breaches of them discovered prior to the date of termination of this document. 
Notification of breach and compliance certificate 
Bidder and Target will respectively promptly advise each other in writing of: 
By 5.00 pm on the Business Day immediately before the Second Court Date, each of 
Bidder and Target must execute and deliver to the other party a certificate 
signed by a director that, having made all relevant enquiries and except as 
previously disclosed in writing: 
Confidentiality 
Each party must comply, and must procure that its Representatives comply, with 
the terms of the Confidentiality Agreement governing use and disclosure of 
confidential information.  For the purposes of the Confidentiality Agreement, 
each party consents to the use of, and the disclosure on a confidential basis to 
a Regulatory Authority of, its confidential information for the purposes of 
satisfying any Condition and the implementation of the transactions contemplated 
by this document. 
Public announcements 
Announcement of Transaction 
Immediately after execution of this document, the parties will each issue the 
Announcement. 
Public announcements 
Subject to clause 10.3, no public announcement or disclosure (including any 
briefing to analysts, the media or shareholders) of the Transaction or any other 
transaction the subject of this document may be made other than in a form 
approved by each party (acting reasonably), but each party must use all 
reasonable endeavours to provide such approval as soon as practicable. 
Required disclosure 
A party may make an announcement or any other disclosure in connection with the 
Transaction if required to do so by law or the AIM Rules. 
Statements on termination 
The parties must act in good faith and use all reasonable endeavours to issue an 
agreed statement or statements in respect of any termination provided for in 
this document and will make no statements or disclosure in respect of the 
termination of this document except in accordance with clauses 10.2and 10.3. 
Termination 
Termination events 
This document may be terminated with immediate effect by either party giving 
notice in writing to the other if: 
(resolution voted down) the resolution to approve the Scheme submitted to the 
Scheme Meeting is not approved by the requisite majorities of Target 
Shareholders or persons authorised to vote on their behalf; 
(Sunset Date) the Effective Date has not occurred on or before the Sunset Date; 
(Independent Expert) the Independent Expert concludes that the Scheme is not in 
the best interests of Target Shareholders; 
(material breach) the other party is in material breach of its obligations under 
this document at any time before 8.00 am on the Second Court Date (including any 
material breach of a representation or warranty provided under this document) 
and (if capable of remedy) has failed to remedy the breach within five Business 
Days of receipt by it of written notice from the first party notifying the other 
party of the breach (or such shorter period ending at 5.00 pm on the last 
Business Day before the Second Court Hearing); 
(no Court orders) a party is entitled to terminate the document in accordance 
with clause 5.7; 
(restraint) any court, the Takeovers Panel or Regulatory Authority has issued 
any order, decree or ruling or taken any other action permanently enjoining, 
restraining or otherwise prohibiting the Scheme, or has refused to do anything 
necessary to permit the Scheme, and the parties fail to agree on conducting on 
appeal within five Business Days; 
(Conditions) any of the Conditions is not satisfied, has become incapable of 
being satisfied or is not reasonably capable of being satisfied, and has not 
been waived by the party entitled to waive it, before 8.00 am on the Second 
Court Date; or 
(insolvency) an Insolvency Event has occurred in relation to any member of the 
Target Group (in which case Bidder may terminate) or any member of the Bidder 
Group (in which case Target may terminate). 
Effect of termination 
If this document is terminated by a party under this clause 11: 
each party will be released from its obligations under this document except its 
obligations under clauses 7, 8, 9, 10, 12, and 14 which will survive 
termination; 
each party will retain the rights it has or may have against the other party in 
respect of any past breach of this document; and 
in all other respects, all future obligations of the parties under this document 
will immediately terminate and be of no further force or effect, including 
without limitation any further obligations in respect of the Scheme. 
GST 
Construction 
In this clause 12: 
words and expressions which are not defined in this document but which have a 
defined meaning in GST Law have the same meaning as in the GST Law; 
GST Law has the same meaning given to that expression in the A New Tax System 
(Goods and Services Tax) Act 1999; and 
references to GST payable and input tax credit entitlement include GST payable 
by, and the input tax credit entitlement of, the representative member for a GST 
group of which the entity is a member. 
Consideration GST exclusive 
Unless otherwise expressly stated, all prices or other sums payable or 
consideration to be provided under this document are exclusive of GST. 
Payment of GST 
If GST is payable on any supply made by a party (or any entity through which 
that party acts) (Supplier) under or in connection with this document, the 
recipient will pay to the Supplier an amount equal to the GST payable on the 
supply. 
Timing of GST payment 
The recipient will pay the amount referred to in clause 12.3 in addition to and 
at the same time that the consideration for the supply is to be provided under 
this document. 
Tax invoice 
The Supplier must deliver a tax invoice or an adjustment note to the recipient 
before the Supplier is entitled to payment of an amount under clause 12.3.  The 
recipient can withhold payment of the amount until the Supplier provides a tax 
invoice or an adjustment note, as appropriate. 
Adjustment event 
If an adjustment event arises in respect of a taxable supply made by a Supplier 
under this document, the amount payable by the recipient under clause 12.3 will 
be recalculated to reflect the adjustment event and a payment will be made by 
the recipient to the Supplier or by the Supplier to the recipient as the case 
requires. 
Reimbursements 
Where a party is required under this document to pay or reimburse an expense or 
outgoing of another party, the amount to be paid or reimbursed by the first 
party will be the sum of: 
the amount of the expense or outgoing less any input tax credits in respect of 
the expense or outgoing to which the other party is entitled; and 
if the payment or reimbursement is subject to GST, an amount equal to that GST. 
No merger 
This clause 12 does not merge in the completion or termination of this document 
or on the transfer of the property supplied under this document. 
Notices 
General 
A notice, demand, certification, process or other communication relating to this 
document must be in writing in English and may be given by an agent of the 
sender. 
How to give a communication 
In addition to any other lawful means, a communication may be given by being: 
personally delivered; 
left at the party's current delivery address for notices; 
sent to the party's current postal address for notices by pre-paid ordinary mail 
or, if the address is outside Australia, by pre-paid airmail; or 
sent by fax to the party's current fax number for notices. 
The parties will use all reasonable endeavours to provide a copy of any 
communication provided under this clause by email to the email address of the 
other party set out in clause 13.3.  To avoid doubt, such email communication is 
provided as support for the official communication provided in accordance with 
paragraphs (a) to (d) of this clause and does not supersede or replace any 
obligation on a party to provide that communication in accordance with 
paragraphs (a) to (d) of this clause or derogate from the other provisions of 
this clause 13. 
Particulars for delivery of notices 
The particulars for delivery of notices are initially: 
Bidder 
Delivery address:      Unit 25, 2-6 Hawker Street, Currumbin, Queensland 
Postal address:          PO Box 525 Currumbin Queensland 4223 
Fax:                              [phone] 
Attention:                   Luke McGrath 
Email:                           [e-mail] 
Target 
Delivery address:      51 Burns Road, Altona, Victoria, 3018 
Postal address:          same as delivery address 
Fax:                              [phone] 
Attention:                   Brendan Morris, CEO 
Email:                           [e-mail] 
Each party may change its particulars for delivery of notices by notice to each 
other party. 
Communications by post 
Subject to clause 13.6, a communication is given if posted: 
within Australia to an Australian postal address, three Business Days after 
posting; or 
outside of Australia to an Australian postal address or within Australia to an 
address outside of Australia, ten Business Days after posting. 
Communications by fax 
Subject to clause 13.6, a communication is given if sent by fax, when the 
sender's fax machine produces a report that the fax was sent in full to the 
addressee.  That report is conclusive evidence that the addressee received the 
fax in full at the time indicated on that report. 
After hours communications 
If a communication is given: 
after 5.00 pm in the place of receipt; or 
on a day which is a Saturday, Sunday or bank or public holiday in the place of 
receipt, 
it is taken as having been given at 9.00 am on the next day which is not a 
Saturday, Sunday or bank or public holiday in that place. 
Process service 
Any process or other document relating to litigation, administrative or arbitral 
proceedings relating to this document may be served by any method contemplated 
by this clause 13 or in accordance with any applicable law. 
General 
Duty 
Bidder as between the parties is liable for and must pay all duty (including any 
fine or penalty except where it arises from default by the other party) on or 
relating to this document, the Scheme, the Deed Poll, any document executed 
under any of these, or any dutiable transaction evidenced or effected by any of 
these. 
If a party other than Bidder pays any duty (including any fine or penalty) on or 
relating to this document, the Scheme, the Deed Poll, any document executed 
under any of these, or any dutiable transaction evidenced or effected by any of 
these, Bidder must pay that amount to the paying party on demand. 
Legal costs 
Except as expressly stated otherwise in this document, each party must pay its 
own legal and other costs and expenses of negotiating, preparing, executing and 
performing its obligations under this document. 
Amendment 
This document may only be varied or replaced by a document executed by the 
parties. 
Waiver and exercise of rights 
A single or partial exercise or waiver by a party of a right relating to this 
document does not prevent any other exercise of that right or the exercise of 
any other right. 
A party is not liable for any loss, cost or expense of any other party caused or 
contributed to by the waiver, exercise, attempted exercise, failure to exercise 
or delay in the exercise of a right. 
Rights cumulative 
Except as expressly stated otherwise in this document, the rights of a party 
under this document are cumulative and are in addition to any other rights of 
that party. 
Consents 
Except as expressly stated otherwise in this document, a party may conditionally 
or unconditionally give or withhold any consent to be given under this document 
and is not obliged to give its reasons for doing so. 
Further steps 
Each party must promptly do whatever any other party reasonably requires of it 
to give effect to this document and to perform its obligations under it. 
Governing law and jurisdiction 
This document is governed by and is to be construed in accordance with the laws 
applicable in Victoria. 
Each party irrevocably and unconditionally submits to the non-exclusive 
jurisdiction of the courts exercising jurisdiction in Victoria and any courts 
which have jurisdiction to hear appeals from any of those courts and waives any 
right to object to any proceedings being brought in those courts. 
Assignment 
A party must not assign or deal with any right under this document without the 
prior written consent of the other parties. 
Any purported dealing in breach of this clause is of no effect. 
Liability 
An obligation of two or more persons binds them separately and together. 
Counterparts 
This document may consist of a number of counterparts and, if so, the 
counterparts taken together constitute one document. 
Entire understanding 
This document and the Confidentiality Agreement contains the entire 
understanding between the parties as to the subject matter of this document. 
All previous negotiations, understandings, representations, warranties, 
memoranda or commitments concerning the subject matter of this document are 
merged in and superseded by this document and are of no effect.  No party is 
liable to any other party in respect of those matters. 
No oral explanation or information provided by any party to another: 
Relationship of parties 
This document is not intended to create a partnership, joint venture or agency 
relationship between the parties. 
No merger 
The rights and obligations of the parties will not merge on the completion of 
any transaction contemplated by this document.  They will survive the execution 
and delivery of any assignment or other document entered into for the purpose of 
implementing a transaction. 
Specific performance 
The parties acknowledge that damages will not be an adequate remedy for breaches 
of obligations under this document and that it would be appropriate for a court 
to grant specific performance of those obligations. 
 
Schedule 1 
Timetable 
Not reproduced here. 
 
Executed as an agreement. 
 
Signatures not reproduced here. 
 
 
Annexure A 
Announcement 
Not reproduced here. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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