THE CALL OPTION NOTICE PROPOSES TO PAY TO THE ANZ MEMBER FOR
THE TRANSFER OF ITS SHARES PURSUANT TO THE CALL OPTION.
(D)
WITHIN 10 BUSINESS DAYS OF
THE RECEIPT OF THE NOTICE UNDER PARAGRAPH (B), THE ANZ MEMBER MUST:
(I)
NOTIFY THE ISSUER OF
THE CALL OPTION NOTICE THAT IT ACCEPTS THE PRICE PER SHARE NOMINATED BY THE
ISSUER OF THE CALL OPTION NOTICE FOR THE TRANSFER OF ITS SHARES UNDER CLAUSE
10.3(C)(II); OR
(II)
APPOINT AN INDEPENDENT
VALUER TO DETERMINE THE FAIR MARKET VALUE.
(E)
THE ANZ MEMBER IS
OBLIGED, SUBJECT TO RECEIPT OF THE CASH CONSIDERATION OFFERED UNDER THE CALL
OPTION, TO TRANSFER ALL OF ITS SHARES TO THE ISSUER OF THE CALL OPTION NOTICE AT
EITHER:
(I)
THE PRICE PER SHARE
OFFERED BY THE ISSUER OF THE CALL OPTION NOTICE FOR THE TRANSFER OF ITS SHARES
UNDER CLAUSE 10.3(C)(II), IF THAT PRICE WAS ACCEPTED BY THE ANZ MEMBER UNDER
CLAUSE 10.3(D)(I); OR
(II)
THE PRICE PER SHARE
EQUAL TO THE FAIR MARKET VALUE DIVIDED BY THE TOTAL NUMBER OF SHARES, IF THE ANZ
MEMBER APPOINTED AN INDEPENDENT VALUER UNDER CLAUSE 10.3(D)(II),
AND THE DATE FOR COMPLETION OF THE TRANSFER OF THE ANZ MEMBER'S SHARES TO THE
ISSUER OF THE CALL OPTION NOTICE WILL BE THE DATE SPECIFIED IN CLAUSE 10.3(C)(I)
(IF CLAUSE 10.3(E)(I) APPLIES) OR 5 BUSINESS DAYS AFTER THE DATE THE INDEPENDENT
VALUER NOTIFIES THE MEMBERS OF THE FAIR MARKET VALUE (IF CLAUSE 10.3(E)(II)
APPLIES).
(F)
WITHOUT LIMITING CLAUSE
8.6, IF THE COMPANY WISHES TO BUY BACK THE ANZ MEMBER'S SHARES UNDER THIS CLAUSE
10.3:
(I)
THE COMPANY MUST
COMPLY WITH THE REQUIREMENTS OF PART 2J.1 OF THE ACT; AND
(II)
EACH PARTY MUST DO AND
PERFORM ALL SUCH ACTS AND ENTER INTO SUCH INSTRUMENTS AS ARE WITHIN ITS POWER
(IN ANY CAPACITY), AND USE ITS BEST ENDEAVOURS TO PROCURE OTHERS TO DO AND
PERFORM SUCH ACTS AND ENTER INTO SUCH INSTRUMENTS, AS ARE NECESSARY OR DESIRABLE
TO GIVE EFFECT TO THE BUY BACK INCLUDING:
35
(A)
VOTING IN FAVOUR OF THE
BUY BACK AT ANY SHAREHOLDER MEETINGS THAT MAY BE REQUIRED;
(B)
ENTERING INTO ANY BUY
BACK AGREEMENT THAT MAY BE REQUIRED TO EFFECT THE BUY BACK; AND
(C)
LODGING ALL NECESSARY
DOCUMENTS AND GIVING ALL NECESSARY NOTIFICATIONS OF THE BUY BACK TO ANY
REGULATORY AUTHORITIES.
(G)
IN THE EVENT OF A SALE OR
A LISTING WITHIN 6 MONTHS OF THE DATE OF THE CALL OPTION NOTICE WHICH VALUES (IN
CHANNELL'S REASONABLE OPINION) THE SHARES AT A PRICE PER SHARE HIGHER THAN THE
PRICE PER SHARE PAID TO THE ANZ MEMBER PURSUANT THE CALL OPTION, CHANNELL MUST
PAY TO THE ANZ MEMBER AN AMOUNT EQUAL TO THE DIFFERENCE PER SHARE MULTIPLIED BY
THE NUMBER OF SHARES TRANSFERRED PURSUANT TO THE CALL OPTION.
IF ANY SHARES
THAT ARE OFFERED AS CONSIDERATION UNDER THE SALE ARE QUOTED ON A RECOGNISED
STOCK EXCHANGE, THE PRICE PER SHARE OF THOSE SHARES WILL BE DEEMED TO BE THE
CLOSING PRICE PER SHARE OF THE SHARES ON THAT STOCK