Exhibit 10.2


 


Call Option Deed


 


CVC Communication & Technology
Pty Limited


ACN 002 700 361


 


and


 


Shuffle Master, Inc.


 


 


 





 


MLC Centre Martin Place Sydney New South Wales 2000 Australia


Telephone +61 2 9225 5000 
Facsimile +61 2 9322 4000


www.freehills.com  DX 361 Sydney


 


SYDNEY MELBOURNE PERTH BRISBANE SINGAPORE


Correspondent Offices HANOI HO CHI MINH CITY JAKARTA KUALA LUMPUR


 


Reference FGH:30C


 





















 


Table
of contents


 


	
  Clause

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1

  	
  Interpretation

  	
   

  
	
   

  	
  1.1

  	
  Definitions

  	
   

  
	
   

  	
  1.2

  	
  Rules for interpreting this document

  	
   

  
	
   

  	
  1.3

  	
  Business Days

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
  Call Option

  	
   

  
	
   

  	
  2.1

  	
  Call Option

  	
   

  
	
   

  	
  2.2

  	
  Takeover Bid by Bidder

  	
   

  
	
   

  	
  2.3

  	
  Exercise Notice

  	
   

  
	
   

  	
  2.4

  	
  Nature of the Call Option

  	
   

  
	
   

  	
  2.5

  	
  Contract of Sale

  	
   

  
	
   

  	
  2.6

  	
  Settlement

  	
   

  
	
   

  	
  2.7

  	
  Obligations on Settlement Date

  	
   

  
	
   

  	
  2.8

  	
  Lapse for Non-Exercise

  	
   

  
	
   

  	
  2.9

  	
  Lapse for Delay

  	
   

  
	
   

  	
  2.10

  	
  Nominee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3

  	
  Restrictions on the shares

  	
   

  
	
   

  	
  3.1

  	
  Exercise of Voting Rights

  	
   

  
	
   

  	
  3.2

  	
  Restraint on Disposal

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4

  	
  Representations and warranties

  	
   

  
	
   

  	
  4.1

  	
  Representations and warranties

  	
   

  
	
   

  	
  4.2

  	
  Repetition of representations and warranties

  	
   

  
	
   

  	
  4.3

  	
  Reliance on representations and warranties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5

  	
  Warranty by the Shareholder

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6

  	
  Notices

  	
   

  
	
   

  	
  6.1

  	
  How to give a notice

  	
   

  
	
   

  	
  6.2

  	
  When a notice is given

  	
   

  
	
   

  	
  6.3

  	
  Address for notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7

  	
  Amendment and assignment

  	
   

  
	
   

  	
  7.1

  	
  Amendment

  	
   

  
	
   

  	
  7.2

  	
  Assignment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8

  	
  General

  	
   

  
	
   

  	
  8.1

  	
  Governing law

  	
   

  
	
   

  	
  8.2

  	
  Liability for expenses

  	
   

  
	
   

  	
  8.3

  	
  Giving effect to this deed

  	
   

  
	
   

  	
  8.4

  	
  Waiver of rights

  	
   

  
	
   

  	
  8.5

  	
  Operation of this deed

  	
   

  



 


i





















 


	
   

  	
  8.6

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 1

  	
   

  



 


ii





















 


This deed


 


is made on 15 November 2005 between the
following parties:


 


1.                                      CVC Communication &
Technology Pty Limited 

ACN 002 700 361


Level 42, 259 George Street, Sydney New South Wales


(the Shareholder)


 


2.                                       Shuffle Master, Inc.

1106 Palms
Airport Drive Las Vegas, Nevada 89119-3730, U.S.A


(the Bidder)


 


Recitals


 


A.                                    The
Shareholder is the registered holder and the beneficial owner of the Option
Shares.


 


B.                                      The
Shareholder wishes to grant to the Bidder the Call Option on the terms and
conditions of this document.


 


The parties agree


 


in consideration of, among other things, the
mutual promises contained in this deed


 


1                                        Interpretation


 


1.1                               Definitions


 


The following
definitions apply in this document.


 


ASTC means the securities clearing house for “CHESS Approved Securities”
or any clearing house or other entity which is substituted for it.


 


ASTC
Settlement Rules means the business rules of
ASTC.


 


Authorisation means:


 


(a)                                 an authorisation, consent, declaration, exemption, notarisation or waiver,
however it is described; and


 


(b)                                in relation to anything that could be prohibited or restricted by
law if a Government Agency acts in any way within a specified period, the
expiry of that period without that action being taken,


 


including any
renewal or amendment.


 


Business
Day means:


 


(a)                                 for determining when a notice, consent or other communication is
given, a day that is not a Saturday, Sunday or public holiday in the place to
which the notice, consent or other communication is sent; and


 


(b)                                for any other purpose, a day
(other than a Saturday, Sunday or public holiday) on which banks are open for
general banking business in Sydney.


 


Call
Option the call option granted by the Shareholder
to the Bidder under clause 2.


 


Call
Period means, subject to clauses 2.2(c)(1) and
2.9, the period:


 


(a)                                 commencing on the date of this deed; and


 


1





















 


(b)                                ending on the date specified in
clause 2.8.


 


CHESS has the meaning given to it in the ASTC Settlement Rules.


 


CHESS
Sub-Register has the meaning given to it in
the ASTC Settlement Rules.


 


Closing
Date means the last day of the offer period
of the Takeover Bid.


 


Company means Stargames Limited ABN 54 003 190 501.


 


Competing
Takeover Bid means any proposal or offer with
respect to any transaction (by purchase, scheme of arrangement, takeover bid or
otherwise) that would, if completed substantially in accordance with its terms,
result in any person (or group of persons) other than Bidder or its related
corporations acquiring control of the Company.


 


Corporations
Act means the Corporations
Act 2001 (Cth).


 


Encumbrance means a mortgage, charge, pledge, lien, hypothecation or third
party interest of any kind whatever, or an agreement to create any of them or
to allow any of them to exist.


 


End
Date means 3 months and 3 Business Days from
the date of the first Offer being made or, if a Competing Takeover Bid is
announced during that 3 month and 3 Business Day period, 5 months from the date
of this document.


 


Exercise
Notice means a notice given by the Bidder to
the Shareholder under clause 2.3 substantively in the form of schedule 1.


 


Government
Agency means:


 


(a)                                 a government or government department or other body;


 


(b)                                a governmental, semi-governmental or judicial person; or


 


(c)                                 a person (whether autonomous or not) who is charged with the
administration of a law.


 


HIN has the meaning given to it in the ASTC Settlement Rules.


 


Issuer
Sponsored Statement has the meaning given to
it in the ASTC Settlement Rules.


 


Issuer
Sponsored Sub-Register has the meaning given
to it in the SCH Business Rules.


 


Option
Shares means 6,304,512 ordinary shares in
the Company.


 


Offer means an offer under the Takeover Bid.


 


Prescribed
Matter means a resolution concerning or in
relation to:


 


(a)                                 a Competing Takeover Bid;


 


(b)                                  the
Offer, including without limitation approving a course of conduct by the
Company in connection with the Offer or that is related to the conditions of
the Offer;


 


(c)                                 item 7 of section 611 of the Corporations Act; or


 


(d)                                Chapter 11 of the ASX Listing Rules;


 


Rights means all accretions and rights attaching to the Option Shares (as
the case may be) including, but not limited to, all rights to receive dividends
and other


 


2





















 


distributions
declared or paid and to receive or subscribe for shares, notes or options
issued by Company as at the date of this agreement and which accrue between the
date of this agreement and the Settlement Date.


 


Settlement
Amount means $9,771,993.60.


 


Settlement
Date means:


 


(a)                                 if the Offer period is open when the Call Option is exercised, the
earlier of:


 


(1)                                 the
date of first payment to a Company shareholder under the Offer; and


 


(2)                                 the Closing
Date; or


 


(c)                                 if the Offer period is not open when the Call Option is exercised, 5
Business Days after the Shareholder receives an Exercise Notice from the Bidder
for the Option Shares.


 


Sponsoring
Participant has the meaning given to it in
the ASTC Settlement Rules.


 


SRN has the meaning given to it in the ASTC Settlement Rules.


 


Takeover
Bid means a takeover bid for the shares in the
Company for a total consideration of at least $1.55 per share (which bid may or
may not be subject to defeating conditions).


 


Transfer means dispose of in any way and incudes (without limitation)
assign, assure, declare a trust over, transfer or sell and also includes
agreeing to do any of those things.


 


1.2                               Rules for
interpreting this document


 


In this deed,
unless the context otherwise requires, headings and bold text are for convenience
only and do not affect the interpretation of this deed and:


 


(a)                                 words importing the singular include the plural and vice versa;


 


(b)                                words importing a gender include any gender;


 


(c)                                 other parts of speech and grammatical forms of a word or phrase defined
in this deed have a corresponding meaning;


 


(d)                                an expression importing a natural person includes any company,
partnership, joint venture, association, corporation or other body corporate
and any Government Agency;


 


(e)                                 a reference to any thing (including, but not limited to, any right)
includes a part of that thing but nothing in this subclause (e) implies
that performance of part of an obligation constitutes performance of the
obligation;


 


(f)                                   a reference to a clause, party or schedule is a reference to a
clause of, and a party or schedule to, this deed and a reference to this deed
includes any schedule;


 


(g)                                a reference to a statute, regulation, proclamation, ordinance or by-law
includes all statutes, regulations, proclamations, ordinances or by-laws
amending, consolidating or replacing it, whether passed by the same or another
Government Agency with legal power to do so, and a reference


 


3





















 


to a statute includes all regulations,
proclamations, ordinances and by-laws issued under that statute;


 


(h)                                a reference to a document includes all amendments or supplements to,
or replacements or novations of, that document;


 


(i)                                    a reference to a party to a document includes that party’s
successors and permitted assigns;


 


(j)                                    a reference to an agreement or deed other than this deed includes an
undertaking, deed, agreement or legally enforceable arrangement or
understanding whether or not in writing;


 


(k)                                 a reference to any time is a reference to that time in Sydney; and


 


(l)                                    an expression defined in, or given a meaning for the purpose of, the
Corporations Act in a context similar to that in which the expression is used
in this deed has the same meaning or definition.


 


1.3                               Business
Days


 


If the day on
or by which a person must do something under this document is not a Business
Day:


 


(a)                                 if the act involves a payment that is due on demand, the person must
do it on or by the next Business Day; and


 


(b)                                in any other case, the person must do it on or by the previous
Business Day.


 


2                                        Call Option


 


2.1                               Call
Option


 


In return for
the Bidder agreeing to pay to the Shareholder $10.00 following a written
request from the Shareholder, the Shareholder grants to the Bidder the right, by
giving an Exercise Notice to the Shareholder during the Call Period, to require
the Shareholder to sell to the Bidder (or to its nominee as the Bidder may
direct) the Option Shares for the Settlement Amount.


 


2.2                               Takeover
Bid by Bidder


 


(a)                                 The Bidder must make or cause to be made the Takeover Bid.


 


(b)                                Subject to paragraph (c), the Shareholder may only accept an Offer
under the Takeover Bid in respect of the Option Shares if directed to do so by
the Bidder. If the Bidder gives such a direction, the Shareholder must accept
the Offer in accordance with its terms within 3 Business Days after receipt of
the direction.


 


(c)                                 If the Shareholder accepts an Offer under the Takeover Bid under
paragraph (b) in respect of the Option Shares then:


 


(1)                                 if
the Offer does not become void under section 650G of the Corporations Act,
the Shareholder will receive for the shares accepted into the Takeover Bid the
consideration offered in accordance with the terms of the Takeover Bid and the
Call Option


 


4





















 


will be
taken to have lapsed and to have been of no further force and effect in
relation to the shares accepted into the Takeover Bid from the moment they were
so accepted into the Takeover Bid (but without prejudice to their continued
operation in relation to any Option Shares not accepted into the Takeover Bid);
or


 


(2)                                 if
the Offer does become void under section 650G of the Corporations Act, the
Call Option will continue in force throughout the Call Period unaffected by the
fact that some or all of the shares the subject of the Call Option were
accepted into the Takeover Bid.


 


2.3                               Exercise
Notice


 


The Bidder may
exercise the Call Option in respect of all of the Option Shares by giving to
the Shareholder an Exercise Notice during the Call Period.


 


2.4                               Nature
of the Call Option


 


The Call
Option:


 


(a)                                 confers on the Bidder the right, but not the obligation, to give the
Shareholder the Exercise Notice, which is irrevocable and which may only be
given once on or before 6 pm (Sydney time) during the Call Period; and


 


(b)                                on exercise of the rights conferred by clause 2.4(a) in
accordance with this document, requires the Shareholder to sell the shares
specified in the Exercise Notice to the Bidder or to its nominee as the Bidder
may direct.


 


2.5                               Contract
of Sale


 


(a)                                 Upon giving an Exercise Notice, a contract arises between the Bidder
and the Shareholder under which the Shareholder must sell to the Bidder or to
its nominee as the Bidder may direct all the Option Shares together with the
Rights free from any Encumbrance or restriction on transfer and the Bidder must
buy the Option Shares from the Shareholder for the Settlement Amount.


 


(b)                                The Bidder agrees and undertakes to give an Exercise Notice within 5
Business Days of its Offer becoming unconditional (and for the avoidance of
doubt the Bidder retains the right in its absolute discretion to determine as
to whether or not it waives any conditions to the Offer that are not
fulfilled).


 


2.6                               Settlement


 


Settlement of
the sale and purchase of the Option Shares must take place on the Settlement
Date.


 


5





















 


2.7                               Obligations
on Settlement Date


 


On a
Settlement Date:


 


(a)                                 the Shareholder must:


 


(1)                                 give
the Bidder all relevant CHESS details for the shares specified in the Exercise
Notice to be delivered by the Shareholder including:


 


(A)                             if the
shares are on an Issuer Sponsored Sub-Register, a copy of the Shareholder’s
Issuer Sponsored Statement showing the holding of those shares and its SRN; or


 


(B)                               if the
Option Shares are on a CHESS Sub-Register, the Shareholder’s HIN and the Shareholder’s
written instructions to its Sponsoring Participant to deliver those shares to
the Bidder or its nominee; and


 


(2)                                 procure
performance of all that is required under the ASTC Settlement Rules to
enable those shares to be acquired by the Bidder; and


 


(b)                                the Bidder or its nominee must pay to the Shareholder the Settlement
Amount (as directed by the Shareholder).


 


2.8                               Lapse
for Non-Exercise


 


Subject to
clauses 2.2(c)(1) and 2.9, the Call Option lapses on the earlier of:


 


(a)                                 6pm (Sydney time) on the End Date; or


 


(b)                                6pm (Sydney time) on the day which is 5
Business Days after the Closing Date.


 


2.9                               Lapse
for Delay


 


Despite
anything else in this document, if the Bidder does not either:


 


(a)                                 publicly propose the Takeover Bid within 2 Business Days of this
deed; or


 


(b)                                make or cause to be made the Takeover Bid within 10 Business Days of
the date of this deed (except where a delay to the making of the Takeover Bid
is caused by an action of or application to the Takeovers Panel),


 


then the Call
Option automatically lapses and is of no further force or effect.


 


2.10                        Nominee


 


(a)                                 Bidder may appoint one or more of its wholly owned subsidiaries as
its nominee to exercise the Call Option and acquire some or all of the Option
Shares (so long, as if that nominee acquires some of the Option Shares, Bidder
or another nominee permitted by this clause acquires the remaining of the
Option Shares).


 


(b)                                In the event that two or more persons permitted by clause 2.10(a) acquire
the Option Shares, then appropriate amendments to the Exercise Notice will be
permitted to account for the fact that Option Shares are being acquired by more
than one party.


 


6





















 


3                                        Restrictions
on the shares


 


3.1                               Exercise
of Voting Rights


 


Pending
exercise of the Call Option and settlement of the sale and purchase of the
Option Shares under clause 2.6 of this deed, the Shareholder must, in
relation to a Prescribed Matter, exercise its votes in respect of the Option
Shares as directed by the Bidder or the Bidder’s authorised representative or
nominee.


 


3.2                               Restraint
on Disposal


 


The Shareholder
must not Transfer or allow any Encumbrance to attach to any interest in any of
the Option Shares other than in accordance with this deed.


 


4                                        Representations
and warranties


 


4.1                               Representations
and warranties


 


Each party
represents and warrants that:


 


(a)                                 (documents effective) this deed
constitutes its legal, valid and binding obligations, enforceable against it in
accordance with its terms (except to the extent limited by equitable principles
and laws affecting creditors’ rights generally), subject to any necessary
stamping or registration; and


 


(b)                                (no contravention) neither its
execution of this deed nor the carrying out by it of the transactions that it
contemplates, does or will:


 


(1)                                 contravene
any law to which it or any of its property is subject or any order of any
Government Agency that is binding on it or any of its property;


 


(2)                                 contravene
any Authorisation;


 


(3)                                 contravene
any undertaking or instrument binding on it or any of its property;


 


(4)                                 contravene
its constitution; or


 


(5)                                 require
it to make any payment or delivery in respect of any financial accommodation or
financial instrument before it would otherwise be obliged to do so.


 


4.2                               Repetition
of representations and warranties


 


The
representations and warranties in clause 4.1 are taken to be repeated on the Settlement
Date, on the basis of the facts and circumstances as at that date.


 


4.3                               Reliance
on representations and warranties


 


Each party
acknowledges that the other party has executed this deed and agreed to take
part in the transactions that it contemplates in reliance on the
representations and warranties that are made or repeated in this clause.


 


7





















 


5                                        Warranty by
the Shareholder


 


The Shareholder
represents and warrants to the Bidder that on the date of this deed and,
subject to the transactions under this deed, on the Settlement Date:


 


(a)                                 the Shareholder is, and will be, legally and beneficially entitled
to the Option Shares; and


 


(b)                                the Option Shares are not, and will not be, subject to any
Encumbrance.


 


6                                        Notices


 


6.1                               How
to give a notice


 


A notice,
consent or other communication under this deed is only effective if it is:


 


(a)                                 in writing, signed:


 


(1)                                 if it
is an Exercise Notice, by an officer (as defined in section 9 of the
Corporations Act) or under common seal or as provided in section 127(1) and
127(2) of the Corporations Act; and


 


(2)                                 for
any other notice, by or on behalf of the person giving it;


 


(b)                                addressed to the person to whom it is to be given; and


 


(c)                                 either:


 


(1)                                 delivered
or sent by pre-paid mail (by airmail, if the addressee is overseas) to that
person’s address; or


 


(2)                                 sent
by fax to that person’s fax number and the machine from which it is sent
produces a report that states that it was sent in full.


 


6.2                               When
a notice is given


 


A notice,
consent or other communication that complies with this clause is regarded as
given and received:


 


(a)                                 if it is delivered or sent by fax:


 


(1)                                 by
6.00 pm (local time in the place of receipt) on a Business Day - on that
day; or


 


(2)                                 after
6.00 pm (local time in the place of receipt) on a Business Day, or on a
day that is not a Business Day - on the next Business Day; and


 


(b)                                if it is sent by mail:


 


(1)                                 within
Australia – 3 Business Days after posting; or


 


(2)                                 to or
from a place outside Australia – 7 Business Days after posting.


 


8





















 


6.3                               Address
for notices


 


A person’s
address and fax number are those set out below, or as the person notifies the
sender:


 


	
  Shareholder

  
	
  Address:

  	
  Level 42, 259 George Street, Sydney Australia 2000

  
	
  Fax number:

  	
  +61 2 9087 8088

  
	
  Attention:

  	
  Sandy Beard

  
	
   

  	
   

  
	
  Bidder

  	
   

  
	
  Address:

  	
  1106 Palms Airport Drive Las Vegas, Nevada
  89119-3730, U.S.A

  
	
  Fax number:

  	
  +1 702 270 5161

  
	
  Attention:

  	
  Jerry Smith

  
	
   

  	
   

  
	
  with a copy to Susan Livingstone:

  
	
   

  	
   

  
	
  Address:

  	
  Suite 12, 5 Michigan Drive

  
	
   

  	
  Oxenford

  
	
   

  	
  Queensland 4210

  
	
  Fax number:

  	
  61 7 5561 8700

  



 


7                                        Amendment and
assignment


 


7.1                               Amendment


 


This deed can
only be amended, supplemented, replaced or novated by another document signed
by the parties.


 


7.2                               Assignment


 


A party may
not dispose of, declare a trust over or otherwise create an interest in its
rights under this deed.


 


8                                        General


 


8.1                               Governing
law


 


This deed is
governed by the laws of New South Wales, Australia. Each party irrevocably and
unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales
for determining any dispute concerning this deed or the transactions
contemplated by this deed. Each party waives any right it has to object to an
action being brought in those courts including, but not limited to, claiming
that the action has been brought in an inconvenient forum or that those courts
do not have jurisdiction.


 


8.2                               Liability
for expenses


 


(a)                                 Subject to paragraph (b), each party must pay its own expenses
incurred in negotiating, executing and registering this deed.


 


9





















 


(b)                                The Bidder must indemnify each other party against, and must pay
each other party on demand the amount of, any duty that is payable on or in
relation to this deed and the transactions that it contemplates.


 


8.3                               Giving
effect to this deed


 


Each party
must do anything (including execute any document), and must ensure that its
employees and agents do anything (including execute any document), that the
other party may reasonably require to give full effect to this deed.


 


8.4                               Waiver
of rights


 


A right may
only be waived in writing, signed by the party giving the waiver, and:


 


(a)                                 no other conduct of a party (including a failure to exercise, or
delay in exercising, the right) operates as a waiver of the right or otherwise
prevents the exercise of the right;


 


(b)                                a waiver of a right on one or more occasions does not operate as a
waiver of that right if it arises again; and


 


(c)                                 the exercise of a right does not prevent any further exercise of
that right or of any other right.


 


8.5                               Operation
of this deed


 


(a)                                 This deed contains the entire agreement between the parties about
its subject matter. Any previous understanding, agreement, representation or
warranty relating to that subject matter is replaced by this deed and has no
further effect.


 


(b)                                Any provision of this deed which is unenforceable or partly
unenforceable is, where possible, to be severed to the extent necessary to make
this deed enforceable, unless this would materially change the intended effect
of this deed.


 


8.6                               Counterparts


 


This deed may
be executed in counterparts.


 


10





















 


	
  Executed as a deed:

  	
   

  
	
   

  	
   

  
	
  Signed sealed and delivered by

  	
   

  
	
  CVC Communication &
  Technology Pty Limited

  	
   

  
	
  by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Secretary/Director

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name (please print)

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed sealed and delivered by

  	
   

  
	
  Shuffle Master, Inc.

  	
   

  
	
  by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Officer

  	
  Witness

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name (please print)

  	
  Name (please print)

  



 


11





















 


Schedule 1


 


EXERCISE
NOTICE - OPTION SHARES


 


To:  CVC Communication & Technology Pty Limited


 


By this notice Shuffle Master, Inc. exercises
the Call Option conferred by clause 2.1 of the deed entitled Call Option Deed
(the “Deed”) dated 15 November 2005 and
requires you to sell your Option Shares for the relevant Settlement Amount and
otherwise in accordance with the Deed.


 


This Exercise Notice is irrevocable.


 


In this Exercise Notice, words defined in the
Deed have the same meanings.


 


 


DATED


 


 


Signed for and on behalf of


Shuffle Master, Inc. by:


 


	
   

  	
   

  
	
  Officer:

  
	
  Name:

  



 


12