…below is the agreement with Tripp should he bring in a strategic or transformational deal……….I wonder if the BetR deal could be ”transformational“?…….it would have to increase our Revenue and EBITA by 100%!!!!
ANNEXURE A
The material terms of the contractor agreement between the Company and Tripp Investments Pty Ltd as trustee for the Tripp Investment Trust (Tripp) are set out below:
• Tripp will procure that Mr Tripp will provide introductions and recommendations to third parties to assist in the Company’s growth (Services).
• In consideration for the provision of the Services, the Company has agreed to issue to Tripp the following Advisor Equity, subject to obtaining all necessary shareholder and regulatory approvals and the entry into a voluntary escrow agreement in relation to the Advisor Equity:
o 35millionunquotedClassAPerformanceRightsonthefollowingkeyterms:
§ theClassAPerformanceRightswillvestupontheCompanycompletingaStrategicDealby 1 February 2023 (or such longer period where binding agreements are executed prior to 1 February 2023), provided that the contractor agreement is not terminated as at that date;
§ a‘StrategicDeal’isconsideredtobeabindingtransactionenteredintobytheCompany as a result of Mr Tripp’s introduction or with Mr Tripp’s reasonable assistance and which would increase the Company’s Revenues1 by more than 10% (compared with such metrics as at immediately prior to completion of the Strategic Deal and the business case for the transaction presented to the Board);
§ uponanindependent,qualifiedexpertconfirmingthatthevestingcriteriawassatisfied, each Class A Performance Right is convertible into one Share for nil consideration or the Company may, in its sole discretion, elect to pay Tripp an amount in cash equal to the Market Value2 of the shares underlying the Class A Performance Rights and cancel the Class A Performance Rights;
§ theClassAPerformanceRightswillexpire12monthsaftertheendofthevestingperiod; and
§ 33%oftheClassAPerformanceRightswillautomaticallyvestintheeventthatmorethan 90% of shareholders accept a takeover bid made for all shares in the Company and that takeover bid becomes unconditional;
§ 50%oftheClassAPerformanceRights(andanysharesissuedonexerciseofthoseClassA Performance Rights) will be subject to voluntary escrow for 3 years after they are exercised;
o 32millionunquotedClassBPerformanceRightsonthefollowingkeyterms:
§ theClassBPerformanceRightswillvestupontheCompanycompletinga
Transformational Deal by 1 February 2023 (or such longer period where binding agreements are executed prior to 1 February 2023), provided that the contractor agreement is not terminated as at that date;
1 Revenue means consolidated, unaudited revenue of the Company including, where the Sportech Acquisition has not been terminated and completion of the Sportech Acquisition remains subject to the satisfaction of conditions precedent, the pro forma revenue of the Sportech Assets, and excluding one-off or extraordinary revenue items, revenue received from government grants, allowances, rebates or other hand-outs and revenue manufactured to satisfy the Vesting Criteria.
2 Market Value means the volume weighted average price of shares in the Company over the 5 days on which trades in the Company’s shares occurred on the ASX immediately preceding the date of the exercise notice.
§ a‘TransformationalDeal’isconsideredtobeabindingtransactionenteredintobyorin relation to the Company as a result of Mr Tripp’s introduction or with Mr Tripp’s reasonable assistance and such transaction increases both of the Company’s Revenue and EBITDA3 (as compared with such metrics immediately prior to completion of the Transformational Deal) by more than 100% on a pro forma basis. A Transformational Deal may include a takeover of the Company subject to the Takeover meeting the financial metrics otherwise applicable to a Transformational Deal;
§ uponanindependent,qualifiedexpertconfirmingthatthevestingcriteriawassatisfied, each Class B Performance Right is convertible into one Share for nil consideration or the Company may, in its sole discretion, elect to pay Tripp an amount in cash equal to the market value of the shares underlying the Class B Performance Rights and cancel the Class B Performance Rights;
§ theClassBPerformanceRightswillexpire12monthsaftertheendofthevestingperiod; and
§ 65%oftheClassBPerformanceRights(andanysharesissuedonexerciseofthoseClassB Performance Rights) will be subject to voluntary escrow for 3 years after they are exercised;
o 32millionunquotedOptionsonthefollowingkeyterms:
§ theOptionswillvestupontheCompanycompletingaTransformationalDealby1
February 2023 (or such longer period where binding agreements are executed prior to 1
February 2023), provided that the contractor agreement is not terminated as at that date;
§ uponanindependent,qualifiedexpertconfirmingthatthevestingcriteriawassatisfied,
each Option is convertible into one Share for $0.70 per Option or the Company may, in its sole discretion, elect to pay Tripp an amount in cash equal to the market value of the shares underlying the Options (less the aggregate exercise price) and cancel the Options; and
§ iftheCompanyconductsacapitalraisinginconnectionwiththeTransformationalDeal, the Options must be exercised on completion of the Transformational Deal subject to the Market Value being at least 50% greater than the exercise price. Otherwise, the Options will expire 12 months after the end of the vesting period;
§ 65%oftheOptions(andanysharesissuedonexerciseofthoseOptions)willbesubjectto voluntary escrow for 3 years after they are exercised.
• Tripp must not request to exercise or convert any Performance Rights or Options, and the Company must not issue Shares upon the exercise of Performance Rights or Options, if such issue of Shares would result in any person and their associates having a relevant interest (as this term is defined in the Corporations Act) in more than 19.99% of the total issued share capital in the Company.
• The Company will seek ASX approval of the terms of the Performance Rights shortly. If the ASX requires the terms of the Class A Performance Rights, Class B Performance Rights or the Options to
3 EBITDA means consolidated, unaudited earnings before interest, taxes, depreciation and amortisation of the Company including, where the Sportech Acquisition has not been terminated and completion of the Sportech Acquisition remains subject to the satisfaction of conditions precedent, the pro forma EBITDA of the Sportech Assets, and excluding one-off or extraordinary revenue or expense items, revenue received from government grants, allowances, rebates or other hand-outs and revenue or profits manufactured to satisfy the Vesting Criteria.
be amended the parties agree that the relevant terms are to be amended to reflect the
requirements of the ASX.
• Neither Tripp nor Mr Tripp will not receive any additional cash consideration for the Services.
• The agreement may be terminated without cause by Tripp on 20 business days’ notice or
immediately by the Company if Tripp breaches the agreement and fails to remedy the breach within 20 Business Days, commits an act of bankruptcy or is of unsound mind and is unable to perform the Services.