either Vwap achieved....no
or
Value creation .....?
or NPV or IRR hurdles Achieved.
The sp suggests none of these have been met as yet.
maAnnexure B – Terms and conditions of
Performance Rights
(Performance Rights) Each Performance Right represents a contractual right to acquire a fully
paid ordinary share (Share) in the capital of Finder Energy Holdings Limited (ACN 656 811 719)
(Company).
(General meetings) The Performance Rights confer on the holder the right to receive notices of
general meetings and financial reports and accounts of the Company that are circulated to
holders of fully paid ordinary shares in the capital of the Company (Shareholders). Holders
have the right to attend general meetings of Shareholders.
(No voting rights) The Performance Rights do not entitle the holder to vote on any resolutions
proposed at a general meeting of the shareholders of the Company except:
i.
ii.
where the resolution is to amend the rights attaching to the Performance Rights; or
as otherwise required by law.
(No dividend rights) The Performance Rights do not entitle the holder to any dividends.
(No rights to return of capital) The Performance Rights do not entitle the holder to a return of
capital, whether in a winding up, upon a reduction of capital or otherwise.
(No rights on winding up) The Performance Rights do not entitle the holder to participate in
the surplus profits or assets of the Company upon the winding up of the Company.
(Not transferable) Except on the death of a holder under paragraph 2(i), the Performance
Rights may not be transferred, assigned or novated except with the approval of the Board.
(Reorganisation of capital) If at any time the issued capital of the Company is reconstructed,
all rights of a holder will be changed to the extent necessary to comply with the applicable
Listing Rules at the time of reorganisation.
(Application to ASX) The Performance Rights will not be quoted on ASX. However, if the
Company is listed on ASX at the time of vesting of the Performance Rights, the Company must
apply for the official quotation of the Shares issued or transferred to the holder upon vesting on
ASX.
(Participation in entitlements and bonus issues) The Performance Rights do not entitle a
holder (in their capacity as a holder of Performance Rights) to participate in new issues of
capital offered to holders of Shares such as bonus issues and entitlement issues.
(No other rights) The Performance Rights give the holders no rights other than those expressly
provided by these terms and those provided at law where such rights at law cannot be excluded
by these terms.
(No conversion for 24 months) Vested Performance Rights will not be capable of conversion
to Shares for a period of 24 months commencing on the date the Company is listed on ASX
without the prior written consent of the Company’s Board.
Vesting of Performance Rights
(a)
(b)
(Vesting on satisfaction of targets) Subject to paragraphs 2(b), (c), (d) and (e), Performance
Rights will vest if and when either of the following two targets (each a Target) are achieved:
iii.
iv.
the Share price increases by 35%, 55% or 75% or more from, in each case, the Offer
price (Share Price Target); or
the Company meets a Milestone (defined below) (Value Creation Target).
(Share Price Target) The number of the holder’s Performance Rights which vest upon the
Share Price Target being achieved is dependent upon the share price growth percentage based
on the Company’s 30-day volume weighted average price (VWAP) at the end of each calendar
quarter after admission of the Company to listing on the ASX (each a Testing Date) against the
Offer price for a 36-month period (Testing Period) in accordance with the following vesting
schedule:
Page 114
Finder | Prospectus
Share Price Growth From
Offer Price
Vesting Percentage Of The
Total Performance Rights
Held
35% or more
One sixth
55% or more
One sixth
75% or more
One sixth
(c)
(d)
(e)
(Value Creation Target) One sixth of the total number of Performance Rights held by the
holder will vest upon the achievement and announcement by the Company to the ASX of one of
any of the following key strategic objectives, in each case, as verified by a suitably qualified
independent expert (each a Milestone, and up to a maximum of achieving three Milestones)
during the Testing Period:
i.
ii.
iii.
each material discovery;
each material farmout agreement entered into by the Company; and
any other material transaction (including value-accretive acquisitions) or combination of
material transactions entered into by the Company.
Any such discovery, farmout or transaction will constitute a Value Creation Event.
For the purposes of this paragraph 2(c), a discovery, farmout or transaction will be considered
material and a Milestone achieved if it:
iv.
v.
creates value net to the Company of at least A$4.0 million through recovery of back
costs, cash payments, estimated net partner expenditure (other than drilling expenditure);
or
has a Net Present Value (NPV) (with a 10% discount rate) net to the Company of at least
A$9.45 million and has an Internal Rate of Return (IRR) of at least 20%,
except that in circumstances where the value created by a single discovery, farmout or
transaction results in a doubling of the Value Creation Targets (as determined by (iv) or (v)
above), two Milestones will be considered achieved such that two sixths of the holder’s
Performance Rights will vest.
(Vesting on change of control) Subject to paragraph 2(e) and notwithstanding the relevant
Target has not been satisfied, upon the occurrence of:
i.
ii.
iii.
an offer being made for Shares pursuant to a takeover bid under Chapter 6 of the
Corporations Act and is, or is declared, unconditional; or
the Court sanctioning under Part 5.1 of the Corporations Act a compromise or
arrangement relating to the Company or a compromise or arrangement proposed for the
purposes of or in connection with a scheme for the reconstruction of the Company or its
amalgamation with any other company or companies; or
any other merger, consolidation or amalgamation involving the Company occurs which
results in the holders of Shares immediately prior to the merger, consolidation or
amalgamation being entitled to 50% or less of the voting shares in the body corporate
resulting from the merger, consolidation or amalgamation (each event in (i)-(iii), a
Change in Control Event),
the Board may in its sole and absolute discretion, and subject to the Listing Rules and
applicable laws determine how unvested Performance Rights held by a holder will be treated,
including but not limited to:
iv.
v.
determining that unvested Performance Rights (or a portion of unvested Performance
Rights) will vest and become immediately exercisable with such vesting deemed to have
taken place immediately prior to the effective date of the Change of Control Event,
regardless of whether or not the employment, engagement or office of the holder is
terminated or ceases in connection with the Change of Control Event; and/or
reducing or waiving any of the vesting conditions attaching to those unvested
Performance Rights in accordance with the Company’s Equity Incentive Plan.terial
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