As I was saying,
The transaction fees to be paid by CTP for the printing and postage and associated costs of placing the offer before the members and obtaining a vote are estimated at $2 mil.
(clause 3.1 (i))
(Transaction costs ) “as at the Delivery Time on the Second Court Date,
Central’s total external costs paid or incurred in relation to the Proposed Transaction
(including all legal, financial, printing, shareholder communication and any other costs) do
not exceed $2,040,000(other than costs associated with any appeal process contemplated
by clause 5.1(m)(ii));
A reimbursement fee of $918,392, is to be paid to Bidco ( MB) pursuant to 12.2
12.2 Reimbursement Fee
Reimbursement Fee triggers Central must pay the Reimbursement Fee to BidCo, without
set-off or withholding, if:
any member of Central Board
, or otherwise fails to proceed with, the Proposed Transaction ; or
(c) BidCo has validly terminated this deed pursuant to clause 11.1(c)(i) (material breach of deed by Central ) or 11.1(c)(ii) (material breach of warranty by Central ) and the Proposed Transaction does not complete;
(d) the Condition in clause 3.1(a) (No Central Prescribed Occurrence) is not
satisfied at the Delivery Time on the Second Court Date
(e) this deed is terminated following the Independent Expert concluding in
the Independent Expert's report (or any update of, or revision, amendment or addendum to, that report) that the Scheme is not in the best interests of Central Shareholders, where that conclusion is due wholly or partly to the existence, announcement or publication of a Competing Proposal , irrespective of whether or not any members of the Central Board change, withdraw or modify their recommendation in favour of the Scheme or support or endorse the Competing Proposal
or
(f) the Court fails to make any ordr directing Central to convene the
Scheme Meeting, or fails to approve the terms of the Scheme for which
the approval of the requisite Central Shareholders has been obtained
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