Retail Cube Prospectus - RCG Corporation

10. Material contracts
10.1 Material contracts
The Directors consider the material contracts
described below and elsewhere in this Prospectus
are the contracts which an investor would
reasonably regard as material and which
investors and their professional advisors
would reasonably expect to find described in
this Prospectus for the purpose of making
an informed assessment of the Offer.
This is only a summary of the material
contracts and their substantive terms. To obtain
a complete understanding of the contracts, it
is necessary to read them in full. Full copies
of the material contracts will be available for
inspection at the registered office of the Company
without charge during normal office hours after
the lodgement of this Prospectus with ASIC.
10.1.1 Share Purchase Agreements
The principal purpose of the Offer is to finance
the Company’s acquisition of the Groups. The
Company has entered into a separate Share
Equityholders in Cash Shares
(in Retail Cube)
Immediately after Completion, the Company
will transfer certain assets held by Amazing
Paints on Completion back to the Equityholders
of Amazing Paints, for $2,012,500. This
amount is the value equal to that portion of the
consideration provided by the Company to the
Equityholders of Amazing Paints ascribed to
those assets. The acquisition of Amazing Paints
by the Company and its transfer of certain
Purchase Agreement with the Equityholders
of each Group to acquire the corresponding
Group. In the case of Amazing Paints, certain
Equityholders of Amazing Paints will assign
the “Permalast” trademark to the Company
as a component of the Company’s acquisition
of that Group. The principal terms of the AP
Share Purchase Agreement, the KoK Share
Purchase Agreement and the TAF Share
Purchase Agreement are substantially the
same and are summarised as follows:
Principal Terms
the Equityholders will sell the entire
issued equity of the Group; and
the Company will allot Shares and
pay cash to the Equityholders.
The consideration to be provided by the
Company to the Equityholders of each Group on
Completion is set out in the following table:
Total value of consideration provided
(Cash + value of Shares)
Amazing Paints $3,697,375 11,660,680 $9,527,715
King of Knives $7,543,761 15,676,266 $15,381,894
The Athlete’s Foot $4,644,864 10,063,054 $9,676,391
Total $15,886,000 37,400,000 $34,586,000
Note
Cash is net of debt retirement amounting to $3,780,000 for Amazing Paints and $200,000 for The Athlete’s Foot, which is being funded by
the Company out of the proceeds of the Offer.
page [62]
Amazing Paints’ assets back to the Equityholders
of that Group in consideration for the payment
to the Company of $2,012,500 has no net
effect on the Company’s financial information.
Completion of each Share Purchase
Agreement is conditional on:
Completion of the other two Share
Purchase Agreements;