RESPECT OF A
LISTING, THE PRICE PER SHARE AT WHICH ORDINARY SHARES ARE PROPOSED TO BE ISSUED
OR SOLD IN CONNECTION WITH THE PROPOSED LISTING, BEING:
(1)
IN THE CASE OF AN OFFER FOR
ISSUE OR SALE, THE UNDERWRITTEN PRICE OR, IF APPLICABLE, THE MINIMUM PRICE AT
WHICH ORDINARY SHARES ARE TO BE ISSUED OR SOLD IN CONNECTION WITH THE LISTING;
AND
(2)
IN THE CASE OF A PLACING, THE
PLACING PRICE.
(H)
IN THE EVENT OF A SALE OR
A LISTING WITHIN 6 MONTHS OF THE DATE OF THE NOTICE REFERRED TO IN CLAUSE
10.2(F) WHICH VALUES THE SHARES AT A PRICE PER SHARE HIGHER THAN THE PRICE PER
SHARE PAID TO THE ANZ MEMBER PURSUANT TO CLAUSE 10.2(F), CHANNELL MUST PAY TO
THE ANZ MEMBER AN AMOUNT EQUAL TO THE DIFFERENCE PER SHARE MULTIPLIED BY THE
NUMBER OF SHARES TRANSFERRED PURSUANT TO CLAUSE 10.2(F).
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 EXCHANGE ON THE TRADING DAY
IMMEDIATELY PRIOR TO COMPLETION OF THE SALE.
IF ANY SHARES THAT ARE OFFERED AS
CONSIDERATION UNDER THE SALE ARE NOT QUOTED ON A RECOGNISED STOCK EXCHANGE, THEN
CHANNELL SHALL, ACTING REASONABLY AND IN GOOD FAITH, DETERMINE THE VALUE OF
THOSE SHARES.
(I)
IF THE INDEPENDENT
VALUER IS APPOINTED PURSUANT TO THIS AGREEMENT TO DETERMINE FAIR MARKET VALUE
THEN THE FOLLOWING PROVISIONS APPLY: (I) THE INDEPENDENT VALUER HAS 15 BUSINESS
DAYS FROM THEIR APPOINTMENT TO DETERMINE THE FAIR MARKET VALUE; (II) THE MEMBERS
AND COMPANY MUST PROVIDE REASONABLE ASSISTANCE TO THE INDEPENDENT VALUER
(INCLUDING REASONABLY FULL ACCESS DURING BUSINESS HOURS TO THE BOOKS AND RECORDS
OF THE GROUP COMPANIES AND TO THE GROUP COMPANIES PERSONNEL AND ACCOUNTANTS);
(III) THE MEMBERS MAY MAKE SUBMISSIONS TO THE INDEPENDENT VALUER (A COPY OF
WHICH MUST BE PROVIDED TO THE OTHER MEMBER); (IV) THE INDEPENDENT VALUER ACTS AS
AN EXPERT AND NOT AN ARBITRATOR; AND (V) THE EXPERT'S DETERMINATION IS FINAL AND
BINDING ON THE PARTIES, IN THE ABSENCE OF MANIFEST ERROR OR FRAUD.
10.3
Call Option
(A)
THE ANZ MEMBER GRANTS TO
THE COMPANY, CHANNELL AND THE CHANNELL MEMBER AN OPTION TO ACQUIRE ALL OF THE
SHARES HELD BY THE ANZ MEMBER ("CALL OPTION") ON THE TERMS OF THIS CLAUSE 10.3.
34
(B)
THE CALL OPTION MAY BE
EXERCISED BY THE COMPANY, CHANNELL OR THE CHANNELL MEMBER AT ANY TIME ON OR
AFTER THE SECOND ANNIVERSARY OF THE COMPLETION DATE BY GIVING A NOTICE ("CALL
OPTION NOTICE") TO THE ANZ MEMBER.
(C)
THE CALL OPTION NOTICE
MUST SPECIFY:
(I)
THE DATE FOR
COMPLETION OF THE TRANSFER OF THE ANZ MEMBER'S SHARES TO THE ISSUER OF THE CALL
OPTION NOTICE, WHICH MUST NOT BE LESS THAN 15 BUSINESS DAYS AND NOT MORE THAN 2
MONTHS AFTER THE DATE OF THE CALL OPTION NOTICE;
(II)
THE PRICE PER SHARE
WHICH THE ISSUER OF