greg hunt dice to save planet?, page-30

AKQ, I am hoping Mantle come out with something a little stronger than a Heads Of Agreement when their deferred discussions finally conclude.


See Exergen/CAG “Binding” Heads of Agreement


http://www.exergen.com.au/news-4.html


“Today's announcement, made collectively by the Boards of Exergen and Cape Range, confirms the parties have entered into a Binding Heads of Agreement that will see Exergen merge with Cape Range via an all-scrip transaction.”


It wasn’t very binding, was it?



The deal of course, like any HOA, had many conditions precedent to be met before a formal deal could be done.


Notice that Exergen/CAG kept their holder in the loop by detailing those conditions, something called continuous disclosure -


“The acquisition by Cape Range of Exergen is subject to the following Conditions Precedent:

All Exergen shareholders accepting Cape Range's offer to acquire their Exergen shares;

Cape Range obtaining a waiver from ASX to allow it to issue the Deferred Consideration Shares outside of 3 months from the date of shareholder approval;

Cape Range entering into formal share sale and purchase agreements with all Exergen shareholders;

completion by Cape Range of the Initial Capital Raising;

Cape Range shareholders approving a 1 for 2 consolidation of its share capital (Consolidation);

Cape Range completing a prospectus to raise a minimum of $3,000,000 at an issue price of at least $0.20 per share2 (Prospectus);

the approval by Cape Range shareholders of:

• the settlement of all entitlements by Cape Range directors and others;
• a change in the nature and/or scale of Cape Range's activities in accordance with ASX Listing Rule 11.1.2;
• the allotment and issue of the 412.5 million Cape Range shares2; and
• the change of name of Cape Range to Exergen Limited;
Cape Range complying with any requirements of ASX including, if necessary, the requirements of Chapters 1 and 2 of the ASX Listing Rules, including issuing the Prospectus, as if Cape Range were applying for admission to the Official List of ASX (as required by ASX Listing Rule 11.1.3);

Cape Range preparing and lodging the Prospectus with the Australian Securities & Investments Commission and receiving applications to meet the minimum subscription under the prospectus of not less than $3,000,000;

Exergen entering into or varying various agreements which are necessary as a consequence of the transaction;
Cape Range discharging its material liabilities; and

Cape Range retaining cash deposits of at least $1,000,000 following the discharging of its material liabilities.

In addition, Exergen will have the right to appoint not less than 3 nominees to the board of Cape Range.”


http://www.investopedia.com/terms/h/headsofagreement.asp

Definition of 'Heads Of Agreement'

A non-binding document outlining the main issues relevant to a tentative partnership agreement. Heads of agreement represents the first step on the path to a full legally binding agreement or contract, and serves as a guideline for the roles and responsibilities of the parties involved in a potential partnership before any binding documents are drawn up.
Investopedia explains 'Heads Of Agreement'

As a Heads of Agreement document is only meant to serve as a guideline, it may not be comprehensive enough to cover all the bases relevant to a binding contract. While the parties involved may find broad agreement on the topics covered in a Heads of Agreement document, the devil may be in the details. In other words, the minutiae that must perforce be spelt out in a binding partnership agreement or contract may not be to the liking of all the parties involved in the partnership, which could derail their efforts to work together.


All IMO so DYOR

B Rubes