SIA

@Tarvold

I thought that it may be useful for you to review the ZEN SIA as it is the cleanest in terms of wording for understanding the exclusions to MACs to the benefit of the target.

I've paid for advice from a Scheme specialist specifically in relation to CGR and I interact with an M&A veteran who currently sits on a well known Government panel.

'General economic conditions' as described in CGR's SIA refers to the current conditions in the economy at the time that the SIA is in operation. The lawyer advised that in CGR's SIA, the biggest risks are the ACCC and FIRB approvals, not from the MACs being triggered because of a drop-off in sales caused by an economy wide slowdown. If CGR's EBIT diminished in an economy which was flat or growing, they would have cause to claim the MACs.

That doesn't mean that ScotPac will not challenge them. CGR's legal team and corporate adviser are inferior to ScotPac's team. But the SIA is crafted in their favour as they were competing for the business with COG.