Page 45 7.6 Other Information Background to Establishment of Independent Board Subcommittee.
Greg Kern and Chris Giufre have provided consultancy services to Anchorage in connection with its evaluation of Affinity.
"Wraith Education Group Pty Ltd (being an entity associated with Mr Giufre) that it or Mr Giufre will be entitled to participate in an equity incentive plan that will be linked to the gross returns generated by Anchorage Childcare. As at the date of the scheme booklet, the terms of that equity incentive plan have not been agreed, however it has been agreed in-principle that Mr Giufre will receive options over up to 2% of the share capital of Anchorage TopCo; and
with Kern Group Education Pty Ltd (being an entity associated with Mr Kern) that Anchorage Childcare will pay $1.5 million plus GST to it in payment for the services that it has previously provided to Anchorage as noted above. This amount is not payable if the Scheme is not implemented."
Mr Giufre is the husband of **rielle Giufre who is the Chief Operating Officer of Affinity. Shares held in Affinity 3,799,759. Greg Kern and his associates hold 4,328,906 shares in Affinity. Both Mr Giufre and Mr Kern are also large shareholders in Evolve Education. Greg Kern (Early Learning Services) was also a director of G8 Education up until March 2010.
Page 29 Section 4
"Affinity's Transaction Costs: aggregate of fees and expenses incurred by Affinity in connection with the G8 Takeover Offers and the Initial Anchorage Proposal and Scheme is estimated to be approximately $4.5 million exclusive of GST under Scheme Implementation Deed".
Affinity has also agreed to pay to the Anchorage Reimbursed Entities an amount equal to reasonable out of pocket expenses incurred by Anchorage capped at $2,141,565.
Those corporate childcare friendships!
IMO & DYOR
AFJ Price at posting:
90.0¢ Sentiment: None Disclosure: Not Held
