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jimbovb

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12/10/16

20:33

Post #: 19814042
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Originally posted by GaryMoose ↑

(c) The Group cannot sell its interest in TSI India without the Investors' consent The Group cannot sell, encumber or otherwise dispose of its equity interest in TSI India without the prior written consent of the Investors (which cannot be unreasonably withheld). The Group has agreed to a 3 year lock in period during which the Group shall not seek any buyers for its securities (unless mutually agreed with the Investors).

(d) The Investors can sell its interest in TSI India The Investors are entitled to sell, encumber or otherwise dispose of its interest in TSI India to a third party without the consent or approval of the Group.

(e) Right of first offer Any transfer of securities by the Investors and/or the Group is subject to a right of first offer and tag along rights being provided to the other Investors/Group as relevant. In the event of any sale of TSI Shares by the Investor, the Group has 'tag-along' rights. That is, the Group has a right to sell their TSI Shares pro-rata alongside the Investor on the same terms and conditions. In the event that the sale leads to a change in control of TSI India, then the Group has a right to sell 100% of its TSI shares. The Investors have similar 'tag-along' rights in the event of a sale by the Group.

(f) Strategic sale or listing The Investors have the right, at any time, to transfer or sell up to all of the Investor shares to a third party purchaser and to require the Group to offer 100% of TSI Shares held as the Investors may specify (subject to any legal or requirement approvals required). The TSI Shares will be sold on the same terms and conditions. In the absence of a strategic sale, at the request of the Investors, the board of TSI India must endeavour to consummate a fully underwritten initial public offer no later than 30 August 2016 and have the TSI India securities listed on the Bombay Stock Exchange or the National Stock Exchange of India. If such a listing is not achieved by 30 August 2016, then the Investors may cause TSI India to list on an exchange in India or overseas according to the then prevailing law. In the event that the Company disposes of its remaining TSI Shares (whether, for example, as part of a strategic sale, initial public offer or following the exercise of tag-along rights) then the Company may be required to obtain shareholder approval under ASX Listing Rules 11.2 (sale of main undertaking) and/or 11.4 (disposal of major asset) at the time of the disposal.

(g) Profit share on sale of TSI Shares by the Investors If upon the sale by the Investors of all of the TSI Shares subscribed for under the Agreement, the Investors receive an internal rate of return of more than 25% (after the deduction of expenses and taxes), then the portion of returns as exceed the 25% internal rate of return must be divided between the Investors and the Group in the ratio of 80:20 respectively.

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TSN Price at posting: 2.6¢ Sentiment: Buy Disclosure: Held
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