Business Plan prepared for the
relevant period.
The management accounts must be delivered to the Board and the
Investors within 20 Business Days of the end of each month.
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6.3
Audited accounts
Within 60 Business Days of the end of each financial accounting period of the
Company, the Company must provide a copy of the audited consolidated accounts of
the Group Companies for that period to the Board and the Investors.
6.4
Other information and access
The Company must:
(A)
PROCURE THAT THE
DIRECTORS ARE KEPT FULLY INFORMED OF ALL MATERIAL DEVELOPMENTS REGARDING THE
GROUP COMPANIES;
(B)
PROVIDE ANY INFORMATION
REASONABLY REQUESTED BY AN INVESTOR TO SATISFY ANY REPORTING OR AUDITING
REQUIREMENTS OF THE INVESTOR; AND
(C)
UPON REASONABLE NOTICE
BEING SERVED ON THE COMPANY, PROVIDE THE INVESTORS AND THEIR RESPECTIVE
OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, WITH SUCH ACCESS TO THE BOOKS
AND RECORDS, OFFICERS, EMPLOYEES AND PREMISES OF THE GROUP COMPANIES AS THEY MAY
REASONABLY REQUIRE.
THE FORMAT, TIMING AND REGULARITY OF THE REPORTING SET OUT IN CLAUSES 6.1 TO 6.4
MAY BE VARIED BY MUTUAL AGREEMENT OF ANZ AND CHANNELL.
6.5
Confidentiality
(A)
SUBJECT TO CLAUSES
6.5(B), 6.5(C) AND 6.5(D), THE INVESTORS MUST KEEP, AND THE COMPANY MUST PROCURE
THAT THE DIRECTORS KEEP, THE INFORMATION REFERRED TO IN CLAUSES 6.1 TO 6.4
STRICTLY CONFIDENTIAL.
(B)
SUBJECT TO CLAUSE 6.5(E),
ANY:
(I)
CHANNELL DIRECTOR
MAY PASS ANY INFORMATION CONCERNING THE COMPANY OR ANY OTHER GROUP COMPANY
RECEIVED BY HIM TO CHANNELL, THE CHANNELL MEMBER AND/OR ANY EMPLOYEE OR OFFICER
OF CHANNELL OR THE CHANNELL MEMBER; AND
(II)
ANZ DIRECTOR MAY PASS
ANY INFORMATION CONCERNING THE COMPANY OR ANY OTHER GROUP COMPANY RECEIVED BY
HIM TO RELEVANT EMPLOYEES AND OFFICERS OF THE ANZ GROUP.
(C)
SUBJECT TO CLAUSE 6.5(E),
THE INVESTORS AND THE INVESTOR MEMBERS MAY PASS ANY INFORMATION RECEIVED FROM
THE COMPANY OR A DIRECTOR TO:
(I)
ANY OF THEIR
RESPECTIVE RELATED BODIES CORPORATE;
(II)
IN THE CASE OF AN
INVESTOR WHICH IS A FUND OR WHICH HOLDS SHARES ON BEHALF OF A FUND, ANY ADVISER
TO, NOMINEE, CUSTODIAN, TRUSTEE, MANAGER OR GENERAL PARTNER OF, OR INVESTOR OR
PROSPECTIVE INVESTOR IN, THE FUND;
(III)
ITS INVESTMENT ADVISER
OR ANY OTHER PROFESSIONAL ADVISER;
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(IV)
ANY POTENTIAL PURCHASER
OF, OR POTENTIAL INVESTOR IN, A GROUP COMPANY, PROVIDED THAT A CONFIDENTIALITY
UNDERTAKING IS FIRST OBTAINED FROM THE RECIPIENT ON TERMS SATISFACTORY TO THE
COMPANY AND THE OTHER INVESTOR AND INVESTOR MEMBER; AND
(V)
ANY GOVERNMENT AGENCY
WHERE THE DISCLOSURE TO THE GOVERNMENT AGENCY IS REQUIRED BY LAW PROVIDED THAT
THE FORM AND TERMS OF THAT DISCLOSURE HAVE BEEN NOTIFIED TO THE OTHER PARTIES
AND THE OTHER PARTIES HAVE HAD A REASONABLE OPPORTUNITY TO COMMENT ON THE FORM
AND TERMS AND ALL REASONABLE REQUESTS CONTAINED IN SUCH COMMENTS HAVE BEEN
COMPLIED WITH.
(D)
CHANNELL MAY DISCLOSE ANY
INFORMATION RECEIVED FROM THE COMPANY OR A DIRECTOR IN QUARTERLY PRESS RELEASES
AND ANALYST CONFERENCE CALLS WHICH IN THE ORDINARY COURSE IS APPROPRIATE FOR
DISCLOSURE.
(E)
THE PARTIES ACKNOWLEDGE
THAT THE RECIPIENTS