Ann: SLR:SLR Ready to Rapidly Progress Revised Leonora Proposal, page-23

The issue is not really about paying a break free, it is related to the SBM's debt covenants with the syndicated lender. SBM negotiated a waiver for the interest cover ratio prior to December 2022 (apparently, they looked likely to breach this covenant). Basically, they negotiated to kick the can down the road to 30 June 2023 on the condition that a merger review and refinancing event occurred prior to this date.

The issue is (as I understand it) that if SBM breaches the no shop, no DD provisions of the binding GMD deal, and the if GMD choose to terminate the deal, and again, if the SLR bid is late, withdrawn, or not even forthcoming, the lender could call the debt into breach and appoint an administrator.

A lot of ifsand could's but if you were the board of SBM, would you risk the above scenario on a highly conditional offer that does not adequately address the risk? Ask yourself which way does your fiduciary compass would point?