RPT redport limited

Redport A.C.N. 061 559 840Redport Limited78 Jolimont St....

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    Redport A.C.N. 061 559 840
    Redport Limited
    78 Jolimont St. Victoria 3002, Australia
    Tel: +61 3 9650 0922 Fax: +61 3 9654 0788
    www.redport.com
    20050202 POTENTIAL CONSIDERATION COLLOQUI V6.DOC
    Our Ref: 20050202 Potential Consideration Colloqui v6.doc
    Date: 02 February, 2005
    Redport Limited (ASX:RPT)
    ASX Announcement
    PROPOSED SALE OF COLLOQUI
    The Board of Redport Limited ("Redport") has been working to structure appropriate mechanisms to demerge or
    separate Colloqui Pty Ltd (a wholly owned, technology-focused subsidiary of Redport) from Redport so as to
    maximise return to Redport on its investment in Colloqui Pty Ltd and enable Redport to identify mining and
    exploration opportunities against which funds can be raised and applied.
    Redport is pleased to announce that it has entered into an agreement with Mr. Spielrein, Managing Director of
    Redport and Colloqui Pty Ltd ("Colloqui"), in relation to a proposal for the purchase of MNGT Pty Ltd ("MNGT"), a
    wholly owned subsidiary of Redport which in turns owns Colloqui (which is the sole asset of MNGT) by a company
    controlled by Mr. Spielrein, APT Pty Ltd or its nominee (“NewCo”). This agreement is subject to Redport
    shareholder approval. The consideration for the sale of Colloqui is outlined below. Subject to certain milestones
    being achieved the maximum consideration payable is $1.807 million. Independent expert WHK Corporate
    Advisory Limited has advised that the proposed transaction is fair and reasonable.
    Over the past four years Colloqui has approached companies such as telecommunications carriers and large
    internet service providers on a global basis but has been unsuccessful in completing a sale or license with any
    entity with the exception of Comstac Global Corporation in the USA which license is now terminated.
    GENERAL MEETING
    The Redport Board advise that a General Meeting of Redport shareholders will be held as soon as possible to
    consider, and if see fit, approve the sale of MNGT to NewCo. A notice of meeting including the independent
    expert’s report will be sent to shareholders shortly.
    CONSIDERATION
    The potential consideration for the acquisition of the shares in MNGT amounts to $1.807M and is comprised of the
    following:
    $000's
    Total Net Liabilities Assumed * 993
    Cash 8
    Conditional Payment** 806
    Total Consideration $1,807
    *Includes an amount of $335,000 due and payable to certain ex-employees on achievement of certain commercialisation milestones.
    ** Further Payments to be made to Redport on commercialisation or licence of IP after all liabilities paid.
 
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