Hi there Shadow Play- after the transaction is complete of the IP (intellectual property) they then need to capital raise as per the following CONDITIONS I've pasted below: THE $6 MILLION WILL COMPRISE OF 300MILLION shares at 2c / share Minimum requirement under (iv) below so eventually we will have 3 billion shares on issue
in terms of the 3 billion ISSUED SCRIPT remember 1 ,035 m are performance shares so won't be issued until certain milestones are achieved
Transaction Consideration
The consideration to be paid by the Company for the acquisition of TV2U was negotiated on an arm’s length basis between the Company and the shareholders of TV2U.
On completion of the Transaction, the Company will issue:
- (a) 714,285,714 Shares; and
- (b) 1,035,714,286 Performance Shares, comprising:
GAL Notice of Meeting (17 08 15) (final) 9
- (i) 178,571,429 Class A Performance Shares;
- (ii) 214,285,714 Class B Performance Shares;
- (iii) 285,714,286 Class C Performance Shares; and
- (iv) 357,142,857 Class D Performance Shares,
to the TV2U shareholders on a pro rata basis as consideration for the Transaction (Consideration Securities).
The terms and conditions of the Performance Shares are set out at Schedule 2.
The Consideration Securities will be subject to any applicable escrow restrictions under the ASX Listing Rules.
1.7 The Management Team
It is proposed that upon completion of the Transaction, the Company’s Board will consist of the following Directors:
- (a) Non-executive Chairman – Mr Peter Wall;
- (b) Executive Director and CEO – Mr Nicholas Fitzgerald;
- (c) Executive Director – Mr Remus (Xin) Hua; and
- (d) Non-executive Director – Mr Faldi Ismail.
CAPITAL RAISING POINT AND CONDITIONS TO THE SATISFACTION OF THE TRANSACTION
- (Conditions Precedent): The Transaction is subject to satisfaction of certain conditions precedent, including
(i)of due diligence by the Company on TV2U’s business, assets, operations, financial position, financial performance and any further matters relevant to TV2U, in each case to the satisfaction of the Company;
(ii) the Company considers that it will be required by ASIC, TV2U preparing audited accounts for the shorter period of three years and the date of incorporation of TV2U and delivering those accounts to the Company;
(iii) Company obtaining all necessary shareholder approvals required by the Corporations Act and the ASX Listing Rules in relation to the Transaction;
(iv) Company preparing a full form prospectus in accordance with section 710 of the Corporations Act (Prospectus), lodging the Prospectus with the ASIC and raising a minimum of $6,000,000 under the Prospectus through the issue of Shares at a price of not less than $0.02 each (Prospectus Offer);
(20min delay)