pg 44 - 45 of the Caspin demerger scheme booklet
here is the whole text.. with the clause i speak of highlighted in red..
Contingent Payment Deed
On 21 June 2020, Caspin and OZ Minerals entered into a contingent payment deed (Contingent Payment
Deed). Subject to the Acquisition Scheme and Demerger Scheme becoming effective, OZ Minerals may be
required to pay Caspin certain payments (described below) upon disposal of any part of its direct or indirect
beneficial interest in the West Musgrave Project (Project Interest) or of the contained nickel (prior to extraction)
on the tenements the subject of the West Musgrave Joint Venture (Nickel Rights).
The parties have entered into the Contingent Payment Deed as an inducement for Cassini to enter into and
proceed with the transaction contemplated by the Acquisition Scheme.
A summary of the material terms of the Contingent Payment Deed is as follows:
(i) (Conditions Precedent) the obligations of the parties are subject to and conditional upon the
Acquisition Scheme and Demerger Scheme becoming effective and will take effect on and from
the effective date of the Acquisition Scheme.
(ii) (Entitlement to Contingent Payment – disposal of 30% or more) if prior to the End Date
(described below), OZ Minerals (or any member of the OZ Minerals Group) disposes of 30% or
more of its Project Interest to a third party and the Implied Disposal Value is equal to or greater
than the Cassini Value (being A$76 million), OZ Minerals will pay to Caspin an amount equal
to the sum of:
o a base contingent amount of A$10 million (Base Contingent Payment); and
o the amount determined in accordance with the below formula, capped at A$10 million
(Variable Contingent Payment)
VCP = (IDV – CV) X A$0.2
Where: VCP is the Variable Contingent Payment
IDV is the Implied Disposal Value
CV is the Cassini Value (i.e A$76 million),
(together, the Contingent Payment).
Cassini Resources Limited DEMERGER SCHEME BOOKLET Page | 43
(iii) The Implied Disposal Value will be calculated in accordance with the following formula:
IDV = (AC / PI) X 0.3
Where: IDV is the Implied Disposal Value
PI is the proportion of the Project Interest which is disposed of
AC is the Aggregate Consideration
(iv) (Entitlement to Contingent Payment – disposal of less than 30%) if prior to the End Date
(described below), OZ Minerals (or any member of the OZ Minerals Group) disposes of less
than 30% of its Project Interest to a third party and the Implied Disposal Value is equal to or
greater than the Cassini Value (being A$76 million), OZ Minerals will pay to Caspin such
amount calculated on a pro-rata basis of what would have been payable if a 30% of greater
share was sold.
(v) (Entitlement to Nickel Payment) if prior to the End Date (described below), OZ Minerals (or any
member of the OZ Minerals Group) disposes of:
o 30% or more of its Nickel Rights to a strategic third party, OZ Minerals will pay to Caspin
an amount equal to A$10 million (Nickel Payment); or
o less than 30% of its Nickel Rights to a strategic third party, OZ Minerals will pay to
Caspin such amount calculated on a pro-rata basis of what would have been payable if
a 30% of greater share was sold.
(vi) (Notice of Disposal) if OZ Minerals enters into an agreement to dispose of any part of its Project
Interest or Nickel Rights, OZ Minerals must, within 7 Business Days of the date of completion
of the disposal, provide Caspin with written notice specifying:
o the percentage of the Project Interest or Nickel Rights (as applicable) OZ Minerals
intends to dispose of;
o when completion of the disposal will take place; and
o a statement setting out the payment that OZ Minerals proposes to pay to Caspin in
accordance with (ii), (iv) and (v) above.
(vii) (Multiple Disposal) In circumstances where OZ Minerals completes more than one disposal for
portions of the:
o Project Interest, OZ Minerals will be required to make a Contingent Payment on each
occasion, subject to an overall cap of A$10 million for the Base Contingent Payment
and A$10 million for the Variable Contingent Payment.
o Nickel Rights, OZ Minerals will be required to make a Nickel Payment on each occasion,
subject to an overall cap of A$10 million.
Once OZ Minerals has disposed of 30% or more of its Project Interest, it shall have no further
obligation to make a Contingent Payment or a Nickel Payment. Disposals of Project Interest
and Nickel Rights will be aggregated together for the purposes of determining whether 30% or
more of the Project Interest or Nickel Rights have been sold.
(viii) (Alternative transactions) the payments described above will apply, with all necessary changes,
to any alternative transaction the economic effect of which is equivalent or substantially
equivalent to the sale or transfer of any portion of the Project Interest.
(ix) (Payment) OZ Minerals will pay Caspin the Base Contingent Payment, the Variable Contingent
Payment and the Nickel Payment within 14 Business Days of completion.
(x) (End Date) the end date for the Contingent Payment Deed is 10 years following the effective
date of the Acquisition Scheme.
Ezi
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