SHARES HAVE NOT BEEN ISSUED UNDER THE PRECEDING PARAGRAPHS OF THIS CLAUSE, THE
COMPANY MUST OFFER IN WRITING (SECOND NOTICE) THE SHORTFALL TO THE MEMBER WHICH
SUBSCRIBED UNDER PARAGRAPH (C) THE RIGHT TO SUBSCRIBE FOR THE BALANCE OF THE
SUBSCRIPTION SHARES AND THAT MEMBER HAS 10 BUSINESS DAYS FOLLOWING RECEIPT OF
THE SECOND NOTICE TO NOTIFY THE COMPANY IN WRITING WHETHER IT IS WILLING TO
SUBSCRIBE FOR THE SUBSCRIPTION SHARES.
(E)
IF ALL THE SUBSCRIPTION
SHARES HAVE NOT BEEN ISSUED UNDER PARAGRAPH (D), THE COMPANY MAY, AT ANY TIME
WITHIN 25 BUSINESS DAYS AFTER THE PRE-EMPTION PROCEDURE UNDER THIS CLAUSE 9 HAS
BEEN EXHAUSTED, ISSUE THE SUBSCRIPTION SHARES TO ANY PERSON OR PERSONS ON TERMS
THAT ARE NO MORE FAVOURABLE (TO THOSE PERSONS) THAN THE SUBSCRIPTION TERMS.
31
10.
Exit
10.1
Intention to exit
(A)
IT IS ANZ'S INTENTION
THAT IT EXIT ITS INVESTMENT IN THE GROUP COMPANIES WITHIN 5 YEARS OF COMPLETION.
(B)
THE PARTIES WILL USE THEIR
RESPECTIVE BEST ENDEAVOURS TO FACILITATE ANZ EXITING ITS INVESTMENT IN THE GROUP
COMPANIES WITHIN 5 YEARS OF COMPLETION IN ACCORDANCE WITH THE MECHANISMS
PROVIDED FOR IN THIS CLAUSE 10, HOWEVER NOTHING IN THIS CLAUSE 10.1(B) REQUIRES
CHANNELL, THE CHANNELL MEMBER OR THE COMPANY TO EXERCISE THE CALL OPTION.
10.2
Sale or Listing
(A)
AT ANY TIME ON OR AFTER
THE FIFTH ANNIVERSARY OF THE COMPLETION DATE, EITHER THE ANZ MEMBER OR THE
CHANNELL MEMBER (THE "EXIT MEMBER") MAY NOTIFY THE OTHER PARTIES IN WRITING THAT
IT WISHES THE COMPANY TO UNDERTAKE A SALE OR LISTING (AN "EXIT NOTICE").
(B)
WITHIN 40 BUSINESS DAYS OF
RECEIPT OF AN EXIT NOTICE, ANY PARTY RECEIVING THE EXIT NOTICE ("RECEIVER") MAY
ISSUE A NOTICE IN WRITING TO THE EXIT MEMBER THAT IT WISHES TO BUY ALL (BUT NOT
SOME) OF THE EXIT MEMBER'S SHARES, SPECIFYING:
(I)
THE DATE FOR
COMPLETION OF THE TRANSFER OF THE EXIT MEMBER'S SHARES, WHICH MUST NOT BE LESS
THAN 15 BUSINESS DAYS AND NOT MORE THAN 2 MONTHS AFTER THE DATE OF THE NOTICE;
AND
(II)
THE PRICE PER SHARE
WHICH THE RECEIVER PROPOSES TO PAY TO THE EXIT MEMBER FOR THE TRANSFER OF ITS
SHARES.
(C)
WITHIN 10 BUSINESS DAYS
OF THE RECEIPT OF THE NOTICE UNDER PARAGRAPH (B), THE EXIT MEMBER MUST:
(I)
NOTIFY THE RECEIVER
THAT IT ACCEPTS THE PRICE PER SHARE OFFERED BY THE RECEIVER FOR THE TRANSFER OF
ITS SHARES UNDER CLAUSE 10.2(B)(II); OR
(II)
APPOINT AN INDEPENDENT
VALUER TO DETERMINE THE FAIR MARKET VALUE.
(D)
THE EXIT MEMBER IS
OBLIGED, SUBJECT TO RECEIPT OF THE CASH CONSIDERATION OFFERED UNDER THE NOTICE,
TO TRANSFER ALL OF ITS SHARES TO THE ISSUER OF THE NOTICE AT EITHER:
(I)
THE PRICE PER SHARE
OFFERED BY THE RECEIVER FOR THE TRANSFER OF ITS SHARES UNDER CLAUSE 10.2(B)(II),
IF THAT PRICE WAS ACCEPTED BY THE EXIT MEMBER UNDER CLAUSE 10.2(C)(I); OR
(II)
THE PRICE PER SHARE
EQUAL TO THE FAIR MARKET VALUE DIVIDED BY THE TOTAL NUMBER OF SHARES ON ISSUE IF
THE EXIT MEMBER APPOINTED AN INDEPENDENT