News: TSN Transaction Solutions raised funds to progress opportunity to acquire balance of equity..., page-153

fas it's sometimes confusing to Readers , let me try to explain how I see it with legal background

-the effect of the right of "first offer" is to say if either party wants to sell he must go to the other first and say look I want out out do you want to buy my shares. Often there are provisions that elaborate on what happens time and price wise. But sticking to the bare facts it simply means the wanting to sell party can never sell without in effect creating an option for the other to buy. , this leads to Tsn having an option to buy before anyone else - it's in the nature of a continuing option. Applies both ways, I.e. Where either wants to sell.

In theory CX may either indicate by notice it wants to sell and provides a price or provides no price- In such a case the contract then might have a mechanism for the parties to agree a price - if Tsn is not interested or the matter can't be resolved by negotiation or arbitration or expert determination then often you see a provision say for example where CX is allowed a time period to look for another party to sell to- if the period expires and there is no sale then then as lawyers put it the status quo ante applies and once again CX sits with having to go through the whole procedure again if it wants to sell. Other scenarios can prevail but the fine print has to be considered.

If In this scenario CX is internally time constrained ie must wind up in a specified time (it's investors are probably chomping to get out) then Tsn are in a strong position to strike a deal - it's not often that a co- shareholder runs out of time and might "vaporise" under terms and conditions for want of a better word now .

All this is probably academic as it seems the parties are both keen and the process of reaching consensus is well under way, hence the fund raising and employment of outside professionals to speed along the process. Regards, karrotz