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clock Created with Sketch. 31/01/17
17:29
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Originally posted by zog
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SK - have looked at this further. The 2016 annual report (note 6) says:
"
Note 6 Contingent liabilities and commitments in accordance with Purchase and Sale Agreement Term Sheet
Re-reading this it would appear that the term sheet is only an agreement to agree as defined
here .
Presumably the PSA is the draft (but non-binding) contract the GE et al would envisage for sale of their 76% to SLX who are then able to resell all or part of that 76% to third party(s). I would assume that the PSA would set out a reserve price for the 76%, but like all reserve prices it is non binding. It would seem that the term sheet sets out is a bidding (or auction) process for the 76% and it is the PSA which governs that
non binding price SLX has to pay to GE et al. I would also speculate that the PSA sets out how realization of price above the reserve price is split between the parties (including SLX - i.e their commission).
The arrangement appears similar to a real estate agent attempting to broker a deal for a property and that if the reserve price is not achieved its up to the seller (i.e GE et al) to decide if they lower their price or withdraw from the sale. In this case it appears if SLX successful (and it certainly does appear that they have potential clients) then the agent (i.e SLX) pays the seller (GE et al) out of the proceeds but has to absorb all sales costs including all Wilmington costs (from July 2015) and all Australian costs (at Lucas heights) from July 2014 and then pay US1m to the seller when (and if) the sales agreement (the PSA) is signed, even though the terms of the PSA (which is non binding) still have to be finalized ( pretty tough terms - I wish I could get a real estate agent to operate this way). I guess from SLX's viewpoint the alternative was the US venture closing down; hopefully GE honors the PSA and allows SLX to make something out of the PSA (i.e a slice of the 76% and free carried to commercialisation).
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Nothing is ever set in stone Zog - and thank goodness, if it was lawyers around the world would be starving.
(20min delay)