Wrap Text
DRA Global Limited - Notice of initial substantial holder
DRA Global Limited
(Incorporated in Australia under the Corporations Act 2001 (Cth))
ACN 622 581 935
ASX / JSE Share Code: DRA
ISIN: AU0000155814
("DRA" or "the Company")
JSE Sponsor: Pallidus Capital Proprietary Limited
JSE ANNOUNCEMENT 9 July 2021
NOTICE OF INITIAL SUBSTANTIAL HOLDER
DRA Global Limited (ASX / JSE: DRA) (‘DRA’ or ‘the Company’) hereby advises its shareholders of the initial
substantial holder in DRA, being a Form 603 Notice of initial substantial holder from DRA Global Limited.
- ENDS -
This announcement was approved for release by Andrew Naudé, Managing Director and Chief Executive Officer.
For further information, please contact:
Investor queries: Media enquiries:
Haydn von Maltitz Cameron Gilenko
Head of Corporate Affairs – DRA Global Citadel-MAGNUS
Ph: +61 8 6163 5939 M: + 61 466 984 953
shareholders@draglobal.com cgilenko@citadelmagnus.com
About DRA Global Limited
DRA Global Limited (ASX: DRA | JSE: DRA) (DRA or the Company) is a multi-disciplinary engineering, project management and operations management group predominantly focused on the mining and minerals resources sector. DRA has an extensive global track record, spanning more than three decades and more than 7,500 studies and projects as well as operations and maintenance solutions across a wide range of commodities.
DRA has expertise in mining, minerals and metals processing and related non-process infrastructure including ESG, water and energy solutions for the mining industry. DRA delivers advisory, engineering and project delivery services throughout the capital project lifecycle from concept though to operational readiness and commissioning as well as ongoing operations, maintenance and shutdown services.
DRA, headquartered in Perth, Australia, services its global customer base through 20 offices across Asia-Pacific, North and South America, Europe, Middle East and Africa.
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme DRA Global Limited (DRA)
ACN/ARSN 622 581 935
1. Details of substantial holder (1)
Name DRA Global Limited
ACN/ARSN (if applicable) 622 581 935
The holder became a substantial holder on 09/07/2021
2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder
or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
Class of securities (4) Number of securities Person’s votes (5) Voting power (6)
Fully paid ordinary shares 34,295,426 34,295,426 63.24%
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial
holder became a substantial holder are as follows:
Holder of relevant interest Nature of relevant interest (7) Class and number of securities
Restriction on disposal of shares under
voluntary escrow arrangements disclosed
in DRA’s prospectus dated 28 May 2021
gives DRA a technical “relevant interest’
in its own shares under section 608(1)(c)
of the Corporations Act 2001 (Cth).
However, DRA has no right to acquire
DRA these shares or to control the voting 34,078,625 fully paid ordinary shares
rights attaching to these shares.
This number of shares subject to the
voluntary escrow arrangements includes
4,488,850 shares which are also subject
to the share scheme loan arrangements
referred to below.
Power to dispose of shares and right to
acquire shares (via a selective buy-back,
subject to shareholder approval) under
the share scheme loan arrangements
disclosed in DRA’s prospectus dated 28
DRA May 2021 gives DRA a “relevant interest’ 4,705,651 fully paid ordinary shares
in its own shares under section 608(1)(c)
of the Corporations Act 2001 (Cth).
However, DRA Global Limited does not
have a right to control the voting rights
attaching to these shares.
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant Registered holder of Person entitled to be Class and number
interest securities registered as holder (8) of securities
See Schedule 1 See Schedule 1 See Schedule 1 34,295,426
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the
substantial holder became a substantial holder is as follows:
Holder of relevant Date of acquisition Consideration (9) Class and number
interest of securities
Cash Non-cash
Non-cash pursuant to voluntary
escrow deeds (attached as
Annexures A and B and C) 29,589,775 fully paid
DRA 9 July 2021
between DRA and each of the ordinary shares
registered holders listed in Part A
and Part B of Schedule 1.
Non-cash pursuant to share
scheme sale and loan deeds
(attached as Annexure D) 4,705,651 fully paid
DRA 9 July 2021
between DRA and each of the ordinary shares
registered holder listed in Part C
of Schedule 1.
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable) Nature of association
N/A N/A
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
See Schedule 2
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a
relevant interest in.
(6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any
document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”
(9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or
may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a
contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
are not paid directly to the person from whom the relevant interest was acquired.
SCHEDULE 1
Details of present registered holders
Part A: Details of present registered holders subject to 70% escrow (escrow deed attached as Annexure A)
Holder of relevant interest Registered holder of securities Person entitled to be registered as holder (8) Class and number of securities
DRA Global Limited Battaglia Investment Holdings Pty Ltd Battaglia Investment Holdings Pty Ltd 323,148 fully paid ordinary shares
DRA Global Limited Blueleyon Pty Ltd Blueleyon Pty Ltd 323,148 fully paid ordinary shares
DRA Global Limited Maximex Pty Ltd Maximex Pty Ltd 323,148 fully paid ordinary shares
DRA Global Limited Sonmat Investments Pty Ltd Sonmat Investments Pty Ltd 323,148 fully paid ordinary shares
DRA Global Limited ZJN Investments Pty Ltd ZJN Investments Pty Ltd 161,571 fully paid ordinary shares
DRA Global Limited JDAD Asset Holdings Pty Ltd JDAD Asset Holdings Pty Ltd 435,555 fully paid ordinary shares
DRA Global Limited Lion Steps Pty Ltd Lion Steps Pty Ltd 2,886,338 fully paid ordinary shares
DRA Global Limited The Lyon Hart Trust The Lyon Hart Trust 4,649,637 fully paid ordinary shares
Part B: Details of present registered holders subject to 100% escrow (escrow deed attached as Annexure B and Annexure C)
Holder of relevant interest Registered holder of securities Person entitled to be registered as holder (8) Class and number of securities
DRA Global Limited Edward David Farmer Reid Haines* Edward David Farmer Reid Haines 222,616 fully paid ordinary shares*
DRA Global Limited Wray Anthony Carvelas Wray Anthony Carvelas 181,496 fully paid ordinary shares
DRA Global Limited Newmix Holdings Pty Ltd Newmix Holdings Pty Ltd 461,640 fully paid ordinary shares
DRA Global Limited Pierre Julien Pierre Julien 54,436 fully paid ordinary shares
DRA Global Limited VMF Investments Limited VMF Investments Limited 6,859,589 fully paid ordinary shares
DRA Global Limited Wray Carvelas Wray Carvelas 647,528 fully paid ordinary shares
DRA Global Limited Alistair Ruth Pty Ltd Alistair Ruth Pty Ltd 884,639 fully paid ordinary shares
DRA Global Limited George Annandale George Annandale 138,777 fully paid ordinary shares
DRA Global Limited Glenn Bezuidenhout Glenn Bezuidenhout 26,745 fully paid ordinary shares
DRA Global Limited Chad Botha Chad Botha 164,886 fully paid ordinary shares
DRA Global Limited Rhys Bryan Castley Rhys Bryan Castley 219,412 fully paid ordinary shares
DRA Global Limited CJB Investments Pty Ltd CJB Investments Pty Ltd 135,990 fully paid ordinary shares
DRA Global Limited Eugene Valentine Coetzee Eugene Valentine Coetzee 115,480 fully paid ordinary shares
DRA Global Limited Educar Investments Pty Ltd Educar Investments Pty Ltd 379,990 fully paid ordinary shares
DRA Global Limited Vladislav Feldman Vladislav Feldman 142,701 fully paid ordinary shares
DRA Global Limited Deon Gericke Deon Gericke 100,772 fully paid ordinary shares
DRA Global Limited John Neale Goddard John Neale Goddard 118,012 fully paid ordinary shares
DRA Global Limited GSPC Trading And Refining Pty Ltd GSPC Trading And Refining Pty Ltd 799,990 fully paid ordinary shares
DRA Global Limited Hagahaga Holdings Pty Ltd Hagahaga Holdings Pty Ltd 109,903 fully paid ordinary shares
DRA Global Limited Lukas Gerhard Hendriksz Lukas Gerhard Hendriksz 147,558 fully paid ordinary shares
DRA Global Limited Heslinga Projects Pty Ltd Heslinga Projects Pty Ltd 207,745 fully paid ordinary shares
DRA Global Limited Bradley Alistair Hodgkinson Bradley Alistair Hodgkinson 68,839 fully paid ordinary shares
DRA Global Limited Paul Vincent Hopwood* Paul Vincent Hopwood 129,186 fully paid ordinary shares*
DRA Global Limited Howgold Enterprises Pty Ltd Howgold Enterprises Pty Ltd 1,223,660 fully paid ordinary shares
DRA Global Limited Inyaninga Investments Pty Ltd Inyaninga Investments Pty Ltd 1,004,069 fully paid ordinary shares
DRA Global Limited J N Smyth Investments Pty Ltd* J N Smyth Investments Pty Ltd 170,282 fully paid ordinary shares*
DRA Global Limited K2018333850 South Africa Pty Ltd* K2018333850 South Africa Pty Ltd 221,444 fully paid ordinary shares*
DRA Global Limited Abdur-Rashid Sheik Kader Abdur-Rashid Sheik Kader 87,813 fully paid ordinary shares
DRA Global Limited Andrew James Naude Andrew James Naude 213,027 fully paid ordinary shares
DRA Global Limited Nelco Investments Pty Ltd Nelco Investments Pty Ltd 102,990 fully paid ordinary shares
DRA Global Limited Lucas Ngobeni Lucas Ngobeni 78,212 fully paid ordinary shares
DRA Global Limited NJG Investments Pty Ltd NJG Investments Pty Ltd 240,490 fully paid ordinary shares
DRA Global Limited Adele O’Callaghan Adele O’Callaghan 372,077 fully paid ordinary shares
DRA Global Limited Olivier Levi Enterprises Pty Ltd Olivier Levi Enterprises Pty Ltd 103,138 fully paid ordinary shares
DRA Global Limited Hermanus Mattheus Oosthuysen Hermanus Mattheus Oosthuysen 162,272 fully paid ordinary shares
DRA Global Limited Eric Gregory Ruiter Eric Gregory Ruiter 92,232 fully paid ordinary shares
DRA Global Limited Philippus Esias Scholtz Philippus Esias Scholtz 375,797 fully paid ordinary shares
DRA Global Limited Frederik Tertius Van Niekerk Frederik Tertius Van Niekerk 364,213 fully paid ordinary shares
DRA Global Limited Vespera Pty Ltd Vespera Pty Ltd 622,222 fully paid ordinary shares
DRA Global Limited Ferbros Nominees Pty Ltd Ferbros Nominees Pty Ltd 5,857,245 fully paid ordinary shares
DRA Global Limited K2019088771 (South Africa) Pty Ltd K2019088771 (South Africa) Pty Ltd 161,616 fully paid ordinary shares
DRA Global Limited K2019098992 (South Africa) Pty Ltd K2019098992 (South Africa) Pty Ltd 484,848 fully paid ordinary shares
DRA Global Limited Swanepoel Family Investments Pty Ltd Swanepoel Family Investments Pty Ltd 397,354 fully paid ordinary shares
*50% of the escrowed Shares held will be subject to early release from escrow if, at any date from Listing the 30-day volume average weighted price of Shares exceeds the Offer Price by 25% (see Annexure C).
Part C: Details of present registered holders subject to share scheme sale and loan deed (attached as Annexure D)
Holder of relevant interest Registered holder of securities Person entitled to be registered as holder (8) Class and number of securities
DRA Global Limited Alistair Ruth Pty Ltd Alistair Ruth Pty Ltd 285,973 fully paid ordinary shares
DRA Global Limited Annandale George Annandale George 14,793 fully paid ordinary shares
DRA Global Limited Castley Bryan Rhys Castley Bryan Rhys 14,176 fully paid ordinary shares
DRA Global Limited CJB Investments Pty Ltd CJB Investments Pty Ltd 41,326 fully paid ordinary shares
DRA Global Limited Coetzee Valentine Eugene Coetzee Valentine Eugene 18,302 fully paid ordinary shares
DRA Global Limited Educar Investments Pty Ltd Educar Investments Pty Ltd 70,970 fully paid ordinary shares
DRA Global Limited Feldman Vladislav Feldman Vladislav 59,061 fully paid ordinary shares
DRA Global Limited Gericke Deon Gericke Deon 3,878 fully paid ordinary shares
DRA Global Limited GSPC Trading And Refining Pty Ltd GSPC Trading And Refining Pty Ltd 238,406 fully paid ordinary shares
DRA Global Limited Hagahaga Holdings Pty Ltd Hagahaga Holdings Pty Ltd 20,034 fully paid ordinary shares
DRA Global Limited Heslinga Projects Pty Ltd Heslinga Projects Pty Ltd 63,873 fully paid ordinary shares
DRA Global Limited Howgold Enterprises Pty Ltd Howgold Enterprises Pty Ltd 164,124 fully paid ordinary shares
DRA Global Limited Kader Sheik Abdur-Rashid Kader Sheik Abdur-Rashid 2,529 fully paid ordinary shares
DRA Global Limited Nelco Investments Pty Ltd Nelco Investments Pty Ltd 37,354 fully paid ordinary shares
DRA Global Limited Ngobeni Lucas Ngobeni Lucas 10,172 fully paid ordinary shares
DRA Global Limited NJG Investments Pty Ltd NJG Investments Pty Ltd 58,501 fully paid ordinary shares
DRA Global Limited O’Callaghan Adele O’Callaghan Adele 135,751 fully paid ordinary shares
DRA Global Limited Olivier Levi Enterprises Pty Ltd Olivier Levi Enterprises Pty Ltd 12,537 fully paid ordinary shares
DRA Global Limited Oosthuysen Mattheus Hermanus Oosthuysen Mattheus Hermanus 8,298 fully paid ordinary shares
DRA Global Limited Pierre Julien Pierre Julien 5,950 fully paid ordinary shares
DRA Global Limited Ruiter Gregory Eric Ruiter Gregory Eric 3,546 fully paid ordinary shares
DRA Global Limited Scholtz Esias Philippus Scholtz Esias Philippus 13,777 fully paid ordinary shares
DRA Global Limited Swanepoel Family Investments Pty Ltd Swanepoel Family Investments Pty Ltd 6,461 fully paid ordinary shares
DRA Global Limited Van Niekerk Tertius Frederik Van Niekerk Tertius Frederik 102,172 fully paid ordinary shares
DRA Global Limited VMF Investments Limited VMF Investments Limited 3,075,615 fully paid ordinary shares
DRA Global Limited Wray Carvelas Wray Carvelas 21,271 fully paid ordinary shares
DRA Global Limited Anderson Richard Stephen Anderson Richard Stephen 982 fully paid ordinary shares
DRA Global Limited Cawdry Erica Jane Cawdry Erica Jane 2,275 fully paid ordinary shares
DRA Global Limited Cherian Anil John Cherian Anil John 2,568 fully paid ordinary shares
DRA Global Limited Da Gama Teixeira Antonio Da Gama Teixeira Antonio 2,558 fully paid ordinary shares
DRA Global Limited Darren Richard Dalrymple Darren Richard Dalrymple 5,767 fully paid ordinary shares
DRA Global Limited De Wit Lizette De Wit Lizette 1,526 fully paid ordinary shares
DRA Global Limited Dercksen Louise Dercksen Louise 1,257 fully paid ordinary shares
DRA Global Limited Dercksen Sarel Gerhardus Dercksen Sarel Gerhardus 522 fully paid ordinary shares
DRA Global Limited Dias Paulo Manuel Costa Dias Paulo Manuel Costa 2,470 fully paid ordinary shares
DRA Global Limited Eykelhof Robert Eykelhof Robert 2,243 fully paid ordinary shares
DRA Global Limited Fraser Russell James Fraser Russell James 2,930 fully paid ordinary shares
DRA Global Limited Heher Douglas Walter Heher Douglas Walter 9,917 fully paid ordinary shares
DRA Global Limited K2018332138 South Africa Pty Ltd K2018332138 South Africa Pty Ltd 7,003 fully paid ordinary shares
DRA Global Limited Cloudcast(Pty)Ltd Cloudcast(Pty)Ltd 25,650 fully paid ordinary shares
DRA Global Limited Kianalily Pty Ltd Kianalily Pty Ltd 10,637 fully paid ordinary shares
DRA Global Limited Lintvelt Hermanus Jacobus Lintvelt Hermanus Jacobus 5,724 fully paid ordinary shares
DRA Global Limited Males Ryan James Males Ryan James 5,126 fully paid ordinary shares
DRA Global Limited Morabe Teheli Mpho Morabe Teheli Mpho 5,126 fully paid ordinary shares
DRA Global Limited Moyo Richard Henry Stewart Moyo Richard Henry Stewart 872 fully paid ordinary shares
DRA Global Limited Murefu Stephen Murefu Stephen 522 fully paid ordinary shares
DRA Global Limited Postma Willem Postma Willem 4,077 fully paid ordinary shares
DRA Global Limited Rajgure Madhavi Maddy Rajgure Madhavi Maddy 690 fully paid ordinary shares
DRA Global Limited Ramiah Krishnaveni Ramiah Krishnaveni 216 fully paid ordinary shares
DRA Global Limited Samakande Tongai Samakande Tongai 6,815 fully paid ordinary shares
DRA Global Limited Schutte Stephan Schutte Stephan 7,685 fully paid ordinary shares
DRA Global Limited Schwiebus Riaan Jan Willem Schwiebus Riaan Jan Willem 1,295 fully paid ordinary shares
DRA Global Limited Souter Bruce James Souter Bruce James 4,683 fully paid ordinary shares
DRA Global Limited Terblanche Christoffel Johannes Terblanche Christoffel Johannes 522 fully paid ordinary shares
DRA Global Limited The Cin Family Trust The Cin Family Trust 7,969 fully paid ordinary shares
DRA Global Limited Thompson John Hamilton Thompson John Hamilton 2,063 fully paid ordinary shares
DRA Global Limited Uys Johannes Gerhardus Uys Johannes Gerhardus 6,411 fully paid ordinary shares
DRA Global Limited Van Der Spuy Sybrand Johannes Van Der Spuy Sybrand Johannes 4,422 fully paid ordinary shares
DRA Global Limited Van Heerden Carel Jacobus Van Heerden Carel Jacobus 3,021 fully paid ordinary shares
DRA Global Limited Van Rooyen Lukas Marthinus Van Rooyen Lukas Marthinus 4,439 fully paid ordinary shares
DRA Global Limited Van Wyk Billy Van Wyk Billy 1,603 fully paid ordinary shares
DRA Global Limited Virloscape Pty Ltd Virloscape Pty Ltd 15,078 fully paid ordinary shares
DRA Global Limited Welsh Robin Mark Welsh Robin Mark 4,963 fully paid ordinary shares
DRA Global Limited Westray Leslie Ryan Westray Leslie Ryan 9,860 fully paid ordinary shares
DRA Global Limited Wilson Ryan Wilson Ryan 14,891 fully paid ordinary shares
DRA Global Limited Scott Arthur Edward Scott Arthur Edward 2,304 fully paid ordinary shares
DRA Global Limited Trueman Frederick Clement Trueman Frederick Clement 3,539 fully paid ordinary shares
DRA Global Limited Saltus Engineering Technologies Ptyltd Saltus Engineering Technologies Ptyltd 606 fully paid ordinary shares
DRA Global Limited Field Garth Lynton Mr Garth Lynton Field 3,714 fully paid ordinary shares
DRA Global Limited Ison Jeremy Mr Jeremy Ison 10,260 fully paid ordinary shares
SCHEDULE 2
Addresses
The addresses of persons named in this form are as follows:
Name Address
Alistair Ruth Pty Ltd PO Box 20134, Protea Park, South Africa
Anderson Richard Stephen Meije 64b, Bodegraven, South Holland, The Netherlands 2411pk
Andrew James Naude 18 King Street, Claremont WA Australia 6010
Annandale George 157 Mariana Avenue, Clubview, Centurion, South Africa
Battaglia Investment Holdings Pty Ltd 1298 Hay Street, West Perth WA Australia 6005
Bezuidenhout Glenn 50 Fisant Avenue, Boskruin, Randburg, South Africa
Blueleyon Pty Ltd 101 Buxton Street, Mount Hawthorn WA Australia 6016
Botha Chad 8 Alfred Road, North Fremantle WA Australia 6159
Carvelas Wray 57 Eaglewood Boulevard, Mississauga, Ontario, Canada L5G 1V6
Castley Bryan Rhys 49 Shepherd Avenue, Bryanston, South Africa
Cawdry Erica Jane C/- PO Box 3130, East Perth, Western Australia Australia 6892
Cherian Anil John 2564 Mount Boreas Street, Midlands Estate, Midstream, Centurion, South Africa
CJB Investments Pty Ltd PO Box 30075, Kyalami, South Africa
Cloudcast(Pty)Ltd Postnet Suite 73, Private Bag X81, Halfway House, Gauteng, South Africa
Coetzee Valentine Eugene 510 Portman Place, 21 Fir Avenue, Bantry Bay, Cape Town, South Africa
Da Gama Teixeira Antonio PO Box 787446, Sandton, Johannesburg, South Africa
Darren Richard Dalrymple 11 Surrey Road, Harfield Village, Claremont, Cape Town, South Africa
De Wit Lizette 1 Minnow Way, Mulbarton, Norwich, United Kingdom Nr14 8fq
Dercksen Louise 5 Alnair Street, Midstream Ridge Estate, Centurion, South Africa
Dercksen Sarel Gerhardus Lemon Tree, Unit 50, 1012 Sandkiaat Street, Louwlardia, South Africa
Dias Paulo Manuel Costa PO Box 2092, Primrose, South Africa
DRA Global Limited Level 8, 256 Adelaide Terrace, Perth WA 6000
Educar Investments Pty Ltd 570 Feather Falls Estate, Furrow Road, Diswilmar A/H Krugersdorp South Africa
Eykelhof Robert PO Box 2812, Sunninghill, Sandton, South Africa
Feldman Vladislav 190 Golden Trail, Maple, Ontario, Canada L6a 5a1
Ferbros Nominees Pty Ltd PO Box 78055, Sandton, South Africa
Field Garth Lynton 7 Cardell Place, Pullenvale Qld Australia 4069
Fraser Russell James PO Box 70704, Bryanston, Sandton, South Africa
Gericke Deon 7 Viterwyk Street, Van Riebeescks Hcf, Bellville, Cape Town, South Africa
Goddard John Neale 68 Glen Avenue, Highway Gardens, Edenvale, South Africa
GSPC Trading And Refining Pty Ltd PO Box 2022, Saxonwold, South Africa
Hagahaga Holdings Pty Ltd PO Box 5156, Cresta, South Africa
Haines Edward David Farmer Reid Haines, Cedarhurst, Main Street, Wick United Kingdom WR10 3NU
Heher Douglas Walter 83 Old Kent Drive, Midsteam Estate, Erkurhleni, Johannesburg, South Africa
Heslinga Projects Pty Ltd PO Box 65310, Erasmusrand, South Africa
Hodgkinson Alistair Bradley PO Box 20134, Protea Park, South Africa
Hopwood Paul Vincent PO Box 731000, Fairland, Johannesburg, South Africa
Howgold Enterprises Pty Ltd 12 Khyber Fountains, 3 Lincoln Street, 7 Khyber Rock, South Africa
Inyaninga Investments Pty Ltd PO Box 3567, Rivonia, South Africa
Ison Jeremy 31 Wessex Street, Carrine WA Australia 6020
J N Smyth Investments Pty Ltd 3 Lantana Road, Morningside Manor Ext 2, Sandton, South Africa
JDAD Asset Holdings Pty Ltd PO Box 3094, Houghton
K2018332138 South Africa Pty Ltd PO Box 31741, Totiusdal, South Africa
K2018333850 South Africa Pty Ltd 8 Villa Santika, Hill Road, Benoni, South Africa
K2019088771 (South Africa) Pty Ltd 50 Oxford Road, Greenstone Hill Office Park, Parktown, Johannesburg, South Africa
K2019098992 (South Africa) Pty Ltd 50 Oxford Road, Greenstone Hill Office Park, Parktown, Johannesburg, South Africa
Kader Sheik Abdur-Rashid 5 Pecanwood Close, Pecanwood Golf Estate, Hartbeespoort, South Africa
Kianalily Pty Ltd 5 East Road, Morningside, Sandton, South Africa
Lintvelt Hermanus Jacobus 16 Hugo Avenue, Hout Bay, South Africa
Lion Steps Pty Ltd 5 The Topaz Lincoln Street, Khyber Rock, Woodmead, Johannesburg, South Africa
Lukas Gerhard Hendriksz 570 Feather Falls Estate, Furrow Road, Diswilmar A/H, South Africa
Males Ryan James PO Box 130965, Bryanston, Johannesburg, South Africa
Maximex Pty Ltd 25 Freshwater Plaza, Hillarys WA Australia 6025
Morabe Teheli Mpho PO Box 323, Mbombela, South Africa
Moyo Richard Henry Stewart PO Box 4900, Cresta, South Africa
Murefu Stephen 4 Glen Eden Villas, 74 Wagenaar Road, Edenglen, South Africa
Nelco Investments Pty Ltd PO Box 6118, Cresta, South Africa
Newmix Holdings Pty Ltd 40 The Avenue, Nedlands WA Australia 6009
Ngobeni Lucas 3 Letaba Avenue, Penina Park, Polokwane, South Africa
NJG Investments Pty Ltd 68 Glen Avenue, Highway Gardens, Edenvale, South Africa
O’Callaghan Adele PO Box 2507, Lonehill, South Africa
Olivier Levi Enterprises Pty Ltd PO Box 145, Halfway House, South Africa
Oosthuysen Mattheus Hermanus 64 North Street, Rietondale, Pretoria, South Africa
Pierre Julien 130 Lakeside Drive, Grimsby, Ontario, Canada
Postma Willem 67 Mountainview Drive, Northcliffe, Johannesburg South Africa
Rajgure Madhavi Maddy 25 Dickie Fritz Avenue, Marais Steyn Park, Edenvale, South Africa
Ramiah Krishnaveni 303 Harry Galayn Drive, Halfway Gardens, Midrand, South Africa
Ruiter Gregory Eric 36 Kyalami Crest, Whiskem Avenue, Midrand, Johannesburg, South Africa
Saltus Engineering Technologies Ptyltd 50 Amhurst Place, Midstream, Halfway House, South Africa
Samakande Tongai Unit 1 Lady Hamilton, 72 Pine Road, Broadacres, Johannesburg, South Africa
Scholtz Esias Philippus 2804 Teak Crescent, Oakville, Ontario, Canada L6J 7M4
Schutte Stephan 58 Lyndhurst Road, Lyndhurst, Johannesburg, South Africa
Schwiebus Riaan Jan Willem PO Box 1199, Tiegerpoort, Pretoria East, South Africa
Scott Arthur Edward 69a Langler Street, East Victoria Park, Western Australia, Australia 6101
Sonmat Investments Pty Ltd 5 Killarney Heights, Kallaroo, WA Australia 6025
Souter Bruce James 18 Forest Drive, Pinelands, Cape Town, South Africa
Swanepoel Family Investments Pty Ltd PO Box 46, Ebotse Golf And Country Estate, Benoni, South Africa
Terblanche Christoffel Johannes PO Box 3567, Rivonia, South Africa
The Cin Family Trust C/O Chad Botha As Trustee Level 1, 30 Ord Street, West Perth WA 6005
The Lyon Hart Trust 8 Sinclair Street, Windhoek, Namibia
Thompson John Hamilton 9 Pongola Street, Paulshof, Johannesburg, South Africa
Trueman Frederick Clement 35 Montanus Drive, Bellbowrie, Queensland, Australia 4070
Uys Johannes Gerhardus 1 Mount Yukon Close, Midstream Estates, Midlands, South Africa
Van Der Spuy Sybrand Johannes PO Box 95781, Waterkloof, South Africa
Van Heerden Carel Jacobus 92 De Wet Street, Horison, Roodepoort, South Africa
Van Niekerk Tertius Frederik 8 Kilkenny Road, Parkview, Johannesburg, South Africa
Van Rooyen Lukas Marthinus PO Box 3567, Rivonia, South Africa
Van Wyk Billy PO Box 2295, Rant-En-Dal, South Africa
Vespera Pty Ltd PO Box 3094, Houghton, South Africa
Virloscape Pty Ltd 22 Myrtle Road, Fourways Gardens, Sandton, South Africa
VMF Investments Limited Level 3 Ebene House, Hotel Avenue, 33 Cybercity, Ebene, Mauritius 72201
Welsh Robin Mark 3 Balmoral Avenue, Bergvliet, South Africa
Westray Leslie Ryan 100 Belgrave Street, Morningside, Queensland, South Africa
Wilson Ryan 29 Centurion Crescent, Ebotse Golf Estate, Rynfield, Benoni, South Africa
ZJN Investments Pty Ltd 10 Roberts Road, Attadale, WA Australia 6156
Shareholder Restriction Deed
Each party specified in Item 1 of Schedule 1 (a Holder)
Each party specified in Item 3 of Schedule 1 (a Controller)
DRA Global Limited
Contents
Table of contents
1 Definitions and interpretation 1
1.1 Definitions ................................................................................................................. 1
1.2 Interpretation .............................................................................................................. 3
1.3 Compliance with Listing Rules ................................................................................................4
2 Escrow 4
2.1 Holder restrictions during Escrow Period .................................................................................... 4
2.2 Controller restrictions during Escrow Period ............................................................ ....................4
2.3 Escrow restrictions ......................................................................................................... 5
2.4 Exceptions .................................................................................................................. 5
2.5 Notice ...................................................................................................................... 5
3 Termination 6
4 Warranties and acknowledgment 6
4.1 Giving of warranties .................................................................................................. ......6
4.2 Warranties .................................................................................................................. 6
4.3 Acknowledgment............................................................................................................... 7
4.4 Survival of representations and warranties .................................................................................. 7
5 Consequences of breaching this deed 7
6 Amendment 8
7 General 8
7.1 Governing law and jurisdiction .............................................................................................. 8
7.2 Counterparts ................................................................................................................ 8
7.3 Further assurances ................................................................................................... .......8
7.4 Notices ..................................................................................................................... 8
7.5 Time of Essence ....................................................................................................... ......9
Schedule 1 10
Shareholder Restriction Deed Contents 1
Restriction Deed
Date 2021
Between the parties
Company DRA Global Limited
ACN 622 581 935 of Level 8, 256 Adelaide Terrace, Perth WA 6000
Controller Each party identified in Item 3 of Schedule 1
Holder Each party identified in Item 1 of Schedule 1
1 Definitions and interpretation
1.1 Definitions
The meanings of the terms used in this deed are set out below.
Term Meaning
Allotment Date the date Shares are issued and transferred pursuant to the
Prospectus.
ASIC means the Australian Securities and Investments Commission.
ASX ASX Limited (ACN 008 624 691) or the market it operates as the
context requires.
ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532).
Business Day a day on which banks are open for business in Perth, other than a
Saturday, Sunday or public holiday in Perth.
Business Hour 9.00 am to 5.00 pm on any Business Day.
Controller each party specified in Item 3 of Schedule 1.
Controller Interest in respect of a Controller, the securities, economic interests or other
interests in the Holder or the Restricted Shares in which the
Controller has a direct or indirect interest and each intermediate
entity through which that interest occurs, as set out in Item 3 of
Schedule 1.
Corporations Act Corporations Act 2001 (Cth).
Dealing in respect of any Restricted Share or Controller Interest, means to
directly or indirectly:
1 sell, assign, transfer or otherwise Dispose of, or agree or offer to
sell, assign, transfer or otherwise Dispose of, that Restricted
Share or Controller Interest or any legal, beneficial or economic
interest in that Restricted Share or Controller Interest;
2 create, or agree or offer to create, any Security Interest in that
Restricted Share or Controller Interest or any legal, beneficial or
economic interest in that Restricted Share or Controller Interest;
3 enter into any option which, if exercised, enables or requires the
relevant security holder to sell, assign, transfer or otherwise
Dispose of that Restricted Share or Controller Interest; or
4 do, or omit to do, any act if the act or omission would have the
effect of transferring effective ownership or control of that
Restricted Share or Controller Interest or any legal, beneficial or
economic interest in that Restricted Share or Controller Interest.
Deal and Dealt each have a corresponding meaning.
Dispose has the meaning given to that term in the Listing Rules.
Escrow Period the period set out in Item 2 of Schedule 1.
Governmental Agency any government (in any jurisdiction, whether federal, state, territorial
or local), or representative of a government (including any minister,
department, office, commission, delegate, instrumentality, agency,
board, authority or organisation of any government or in which any
government is interested) or any governmental, semi-governmental,
administrative, fiscal, regulatory, self-regulatory or judicial body,
department, commission, authority, tribunal, agency, competition
authority or entity in Australia. It includes without limitation, ASIC,
any non-government regulatory authority including the ASX and any
other stock exchange.
Holder each party specified in Item 1 of Schedule 1.
Holding Lock has the meaning in Section 2 of the Settlement Operating Rules.
Issuer Sponsored the part of the Company’s register for shares that is administered by
Subregister the Company (and not ASX Settlement) and records uncertificated
holdings of Shares.
Listing Rules the listing rules of the ASX (or such other financial market on which
the Company is listed) and any other rules of the ASX (or such other
financial market as the Company is listed) which are applicable while
the Company is admitted to the official list of the ASX (or such other
financial market on which the Company is listed), each as amended
or replaced from time to time, except to the extent of any express
written waiver by the ASX (or such other financial market on which
the Company is listed).
Offer means the offer of Shares pursuant to the Prospectus.
Offer Price has the meaning given to that term in the Prospectus.
Prospectus means the prospectus to be issued by the Company and SaleCo
dated on or about 25 May 2021 and lodged with ASIC on that date.
Restricted Shares 1 all of the Shares in the Company held by the Holder on the
Allotment Date excluding those Shares (if any) transferred by the
Holder to SaleCo for an offer of Shares under the Prospectus
and as disclosed in the Prospectus; and
2 any securities in the Company attaching to or arising out of those
Shares.
SaleCo DRA Global SaleCo Limited ACN 649 998 863.
Security Interest an interest or power:
1 reserved in or over an interest in any securities including, but not
limited to, any retention of title;
2 created or otherwise arising in or over any interest in any
securities under a bill of sale, mortgage, charge, lien, pledge,
trust or power, and
3 any agreement to grant or create any interest or power referred
to in paragraphs (1) or (2) of this definition.
Settlement Operating means the operating rules of ASX Settlement.
Rules
Share a fully paid ordinary share in the capital of the Company.
Voluntary Escrow a voluntary escrow deed entered into in connection with the initial
Deed public offering of Shares in the Company.
1.2 Interpretation
In this deed including the recitals unless the contrary intention appears:
(a) the singular includes the plural and vice versa;
(b) a reference to a party includes its successors, personal representatives and
transferees;
(c) words and expressions defined in the Listing Rules, and not in this deed, have
the meanings given to them in the Listing Rules;
(d) every warranty or agreement (expressed or implied) in which more than one
person is joined, binds them individually and any combination of them as a
group;
(e) references to "applicable law" include all laws and regulations of jurisdictions
applicable to the Company, or its related bodies corporate, as the case may be
(including the Corporations Act and any other laws and regulations of a
jurisdiction outside Australia), and rules, policies, official directives, orders or
requirements of any Governmental Agency, including the Listing Rules,
Settlement Operating Rules and the applicable listing requirements of the ASX,
except to the extent compliance is modified, waived or exempted in favour of a
person in the relevant circumstances; and
(f) the schedules form part of this deed.
1.3 Compliance with Listing Rules
For so long as the Company is listed on the official list of the ASX:
(a) notwithstanding anything contained in this deed, if the Listing Rules prohibit an
act being done, that act must not be done;
(b) nothing contained in this deed prevents an act being done that the Listing Rules
require to be done;
(c) if the Listing Rules require an act to be done or not to be done, authority is
given for that act to be done or not to be done (as the case may be);
(d) if the Listing Rules require this deed to contain a provision and it does not
contain such a provision, this deed is deemed to contain that provision;
(e) if the Listing Rules require this deed not to contain a provision and it contains
such a provision, this deed is deemed not to contain that provision; and
(f) if any provision of this deed is or becomes inconsistent with the Listing Rules,
this deed is deemed not to contain that provision to the extent of the
inconsistency.
2 Escrow
2.1 Holder restrictions during Escrow Period
Subject to clause 2.4, the Holder must not Deal in the Restricted Shares during the
Escrow Period.
2.2 Controller restrictions during Escrow Period
Subject to clause 2.4, the Controller must not Deal in the Controller Interests during the
Escrow Period.
2.3 Escrow restrictions
The parties acknowledge and agree that:
(a) as soon as practicable following the issue or transfer of the Restricted Shares to
the Holder or the commencement of trading of the Restricted Shares on the
ASX pursuant to the Offer, as applicable, the Restricted Shares will be
registered and held for the Holder on the Issuer Sponsored Subregister;
(b) the Company will apply a Holding Lock to the Restricted Shares as soon as
practicable after registration of the Restricted Shares on the Issuer Sponsored
Subregister and the Holder hereby agrees to the application of the Holding
Lock; and
(c) the Company will do all things necessary to ensure that the Holding Lock is
released:
(1) to the extent necessary to permit disposals of Restricted Shares
permitted by this deed; and
(2) in full at the conclusion of the Escrow Period,
including notifying ASX that the Restricted Shares will be released from the
Holding Lock, in accordance with the timing requirements set out in Listing Rule
3.10A.
2.4 Exceptions
During the Escrow Period, the Holder or the Controller may Deal in any of its Restricted
Shares or Controller Interests (as relevant) if the Dealing arises solely as a result of:
(a) a requirement of applicable law (including an order of a court of competent
jurisdiction);
(b) the acceptance of a bona fide third party takeover bid made under Chapter 6 of
the Corporations Act in respect of the Shares that is either:
(1) recommended by the Company’s board of directors; or
(2) otherwise accepted by holders of at least 50% of the Shares in the
Company that are not subject to any Voluntary Escrow Deed; or
(c) the transfer or cancellation of the Shares in the Company as part of a scheme
of arrangement under Part 5.1 of the Corporations Act,
provided that in each case under clause 2.4(b) or 2.4(c), if for any reason any or all
Restricted Shares are not transferred or cancelled in accordance with such a takeover bid
or scheme of arrangement, then the Holder agrees that the restrictions applying to the
Restricted Shares under this deed will continue to apply and without limiting the
foregoing, the Holding Lock will be reapplied to all Restricted Shares not so transferred or
cancelled.
2.5 Notice
If the Holder or Controller becomes aware:
(a) that a Dealing in any Restricted Shares or Controller Interests has occurred, or
is likely to occur, during the Escrow Period; or
(b) of any matter which is likely to give rise to a Dealing in any Restricted Shares or
Controller Interests during the Escrow Period,
it must notify the Company as soon as practicable after becoming aware of the actual or
potential Dealing or the matters giving rise to the actual or potential Dealing, providing full
details.
3 Termination
This deed terminates if the Company is not admitted to the official list of the ASX by 31
July 2021.
4 Warranties and acknowledgment
4.1 Giving of warranties
The Holder and the Controller each give the warranties and representations in clause 4.2
in favour of the Company as at:
(a) the date of this deed; and
(b) at all times until expiry of the Escrow Period.
4.2 Warranties
Each of the Holder and Controller jointly and severally represents and warrants that:
(a) it has full power and authority, without the consent of any other person, to enter
into and perform its obligations under this deed (including, if the Holder or
Controller have entered into this deed as a trustee (Trustee), under the trust
deed for the relevant trust (Trust));
(b) it has taken all necessary action to authorise the execution, delivery and
performance of this deed in accordance with its terms;
(c) this deed constitutes legal, valid and binding obligations and, subject to any
necessary stamping and registration, is enforceable in accordance with its
terms;
(d) the execution, delivery and performance by it of this deed does not and will not
violate, breach or result in a contravention of:
(1) any applicable law, regulation or authorisation;
(2) its constitution or other constituent documents (or, if the Holder or
Controller is a Trustee, the trust deed for the Trust); or
(3) any agreement, undertaking, Security Interest or document which is
binding on it;
(e) prior to the Escrow Period, it has not done, or omitted to do, any act which
would result in it Dealing in Restricted Shares such that it will take effect during
the Escrow Period;
(f) the Restricted Shares are free from all Security Interests and other third party
interests or rights and will remain so during the Escrow Period;
(g) there is no person who has, or will have at or immediately following completion
of the Offer, any economic or beneficial interest in the equity or Restricted
Shares of the Holder other than the Controller;
(h) the Holder holds the Restricted Shares and the Controller holds the Controller
Interests set out in Item 3 of Schedule 1;
(i) the Restricted Shares are all the securities, economic interests or other
interests that the Holder has directly or indirectly in the Company;
(j) the Controller Interests set out in Item 3 of Schedule 1 are all the securities,
economic interests or other interests in the Holder or the Restricted Shares in
which the Controller has an interest;
(k) if the Holder or Controller is a Trustee, the Trustee is the trustee of the Trust
and, to the best of its knowledge and belief, there is no proposal to remove it as
trustee of the Trust; and
(l) if the Holder or Controller is a Trustee:
(1) the Holder or Controller has the right to be fully indemnified out of the
assets of the Trust in respect of any liability arising under, or in
connection with, this deed and the right has not been modified, released
or diminished in any way. The assets of the Trust are sufficient to satisfy
that right in full and Holder or Controller has not released or disposed of
its equitable lien over that trust; and
(2) the Trust has not been terminated and there is no effective proposal or
requirement to wind up, deregister, terminate, reconstitute or resettle the
Trust.
4.3 Acknowledgment
The Holder and the Controller each acknowledge that a breach of any of the
representations and warranties set out in this clause 4 is a breach of this deed.
4.4 Survival of representations and warranties
The representations and warranties in this clause 4 survive termination of this deed.
5 Consequences of breaching this deed
(a) If the Holder or Controller breaches this deed (a Defaulting Party), each of the
following applies:
(1) the Company may take the steps necessary to enforce the deed, or to
rectify the breach, as soon as practicable after becoming aware of the
breach; and
(2) the Company may, in addition to its other rights and remedies, refuse
to acknowledge, deal with, accept or register any sale, assignment,
transfer or conversion of any of the Defaulting Party’s Restricted
Shares (this is in addition to other rights and remedies of the
Company).
(b) If the Holder or Controller breach this deed, the Holder and Controller each
acknowledge and agree that such a breach could cause substantial commercial
and financial detriment to the Company and other third parties.
(c) The parties agree that damages would be an insufficient remedy for breach of
clause 2.1 or clause 2.2 and each of the Holder and Controller agrees that the
Company is entitled to seek and obtain an injunction or specific performance to
enforce the Holder and/or Controller’s obligation under clause 2.1 or clause 2.2
without proof of actual damage and without prejudice to any of its other rights or
remedies.
6 Amendment
This deed may not be amended without the prior written consent of the parties.
7 General
7.1 Governing law and jurisdiction
(a) This deed is governed by the laws of Western Australia.
(b) Each of the parties irrevocably submits to the non-exclusive jurisdiction of the
courts of Western Australia.
(c) Each of the parties irrevocably waives any objection to the venue of any legal
process on the basis that the process has been brought in an inconvenient
forum.
(d) Each of the parties irrevocably waives any immunity in respect of its obligations
under this deed which that party may acquire from the jurisdiction of any court
or any legal process for any reason including, but not limited to, the service of
notice, attachment prior to judgment, attachment in aid of execution or
execution.
7.2 Counterparts
(e) This deed may be executed in any number of counterparts which together will
constitute one instrument. A party may execute this deed by signing any
counterpart.
(f) This deed takes effect and is binding upon a Holder (and a Controller, if
applicable) when the Company, the Holder and (if applicable) the Controller
have signed this deed (whether or not any other Holders or Controllers (if
applicable) have signed this deed).
7.3 Further assurances
Each party must do all things and execute all further documents required to give full effect
to this deed.
7.4 Notices
A Notice is regarded as given by a party to another party, at the time of delivery of that
Notice to the address, or transmission of that Notice by facsimile to the facsimile number,
which is specified in the address of that other party, unless in the case of a transmission
by facsimile:
(a) the machine from which that Notice is transmitted indicates a malfunction in that
transmission;
(b) that other party gives Notice within the next Business Day, to the first-
mentioned party of an incomplete transmission to that other party of the Notice
of the first-mentioned party; or
(c) that Notice is delivered or transmitted by facsimile, other than during Business
Hours, in which case, that Notice is regarded as given by that party at the
beginning of the next Business Hour.
7.5 Time of Essence
Time is of the essence to this deed.
Details
Item 1 1 Holder [Insert name]
Item 2 Escrow the date the Company’s first Appendix 4E (or equivalent announcement)
Period following the Allotment Date is lodged on the ASX’s Market
Announcements Platform.
Item 3 1 Controller Not applicable
2 Controller Direct or indirect control of 100% of the shares in the relevant Holder
Interests
Annexure B
This is Annexure B of 15 pages (including this cover page) referred to in Form 603 – Notice of initial
substantial holder
Signed:
Name: Ben Secrett
Capacity: Company Secretary
Date: 9 July 2021
Shareholder Restriction Deed
Each party specified in Item 1 of Schedule 1 (a Holder)
Each party specified in Item 3 of Schedule 1 (a Controller)
DRA Global Limited
Contents
Table of contents
1 Definitions and interpretation 1
1.1 Definitions ................................................................................................................. 1
1.2 Interpretation .............................................................................................................. 3
1.3 Compliance with Listing Rules ............................................................................................... 4
2 Escrow 4
2.1 Holder restrictions during Escrow Period .................................................................................... 4
2.2 Controller restrictions during Escrow Period ............................................................ ....................4
2.3 Escrow restrictions ......................................................................................................... 5
2.4 Exceptions .................................................................................................................. 5
2.5 Notice ...................................................................................................................... 5
3 Termination 6
4 Warranties and acknowledgment 6
4.1 Giving of warranties ........................................................................................................ 6
4.2 Warranties .................................................................................................................. 6
4.3 Acknowledgment............................................................................................................... 7
4.4 Survival of representations and warranties .................................................................................. 7
5 Consequences of breaching this deed 7
6 Amendment 8
7 General 8
7.1 Governing law and jurisdiction .............................................................................................. 8
7.2 Counterparts ................................................................................................................ 8
7.3 Further assurances .......................................................................................................... 8
7.4 Notices ..................................................................................................................... 8
7.5 Time of Essence ....................................................................................................... ......9
Schedule 1 10
Between the parties
Company DRA Global Limited
ACN 622 581 935 of Level 8, 256 Adelaide Terrace, Perth WA 6000
Controller Each party identified in Item 3 of Schedule 1
Holder Each party identified in Item 1 of Schedule 1
1 Definitions and interpretation
1.1 Definitions
The meanings of the terms used in this deed are set out below.
Term Meaning
Allotment Date the date Shares are issued and transferred pursuant to the
Prospectus.
ASIC means the Australian Securities and Investments Commission.
ASX ASX Limited (ACN 008 624 691) or the market it operates as the
context requires.
ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532).
Business Day a day on which banks are open for business in Perth, other than a
Saturday, Sunday or public holiday in Perth.
Business Hour 9.00 am to 5.00 pm on any Business Day.
Controller each party specified in Item 3 of Schedule 1.
Controller Interest in respect of a Controller, the securities, economic interests or other
interests in the Holder or the Restricted Shares in which the
Controller has a direct or indirect interest and each intermediate
entity through which that interest occurs, as set out in Item 3 of
Schedule 1.
Corporations Act Corporations Act 2001 (Cth).
Dealing in respect of any Restricted Share or Controller Interest, means to
directly or indirectly:
1 sell, assign, transfer or otherwise Dispose of, or agree or offer to
sell, assign, transfer or otherwise Dispose of, that Restricted
Term Meaning
Share or Controller Interest or any legal, beneficial or economic
interest in that Restricted Share or Controller Interest;
2 create, or agree or offer to create, any Security Interest in that
Restricted Share or Controller Interest or any legal, beneficial or
economic interest in that Restricted Share or Controller Interest;
3 enter into any option which, if exercised, enables or requires the
relevant security holder to sell, assign, transfer or otherwise
Dispose of that Restricted Share or Controller Interest; or
4 do, or omit to do, any act if the act or omission would have the
effect of transferring effective ownership or control of that
Restricted Share or Controller Interest or any legal, beneficial or
economic interest in that Restricted Share or Controller Interest.
Deal and Dealt each have a corresponding meaning.
Dispose has the meaning given to that term in the Listing Rules.
Escrow Period the period set out in Item 2 of Schedule 1.
Governmental Agency any government (in any jurisdiction, whether federal, state, territorial
or local), or representative of a government (including any minister,
department, office, commission, delegate, instrumentality, agency,
board, authority or organisation of any government or in which any
government is interested) or any governmental, semi-governmental,
administrative, fiscal, regulatory, self-regulatory or judicial body,
department, commission, authority, tribunal, agency, competition
authority or entity in Australia. It includes without limitation, ASIC,
any non-government regulatory authority including the ASX and any
other stock exchange.
Holder each party specified in Item 1 of Schedule 1.
Holding Lock has the meaning in Section 2 of the Settlement Operating Rules.
Issuer Sponsored the part of the Company’s register for shares that is administered by
Subregister the Company (and not ASX Settlement) and records uncertificated
holdings of Shares.
Listing Rules the listing rules of the ASX (or such other financial market on which
the Company is listed) and any other rules of the ASX (or such other
financial market as the Company is listed) which are applicable while
the Company is admitted to the official list of the ASX (or such other
financial market on which the Company is listed), each as amended
or replaced from time to time, except to the extent of any express
written waiver by the ASX (or such other financial market on which
the Company is listed).
Offer means the offer of Shares pursuant to the Prospectus.
Offer Price has the meaning given to that term in the Prospectus.
Prospectus means the prospectus to be issued by the Company and SaleCo
dated on or about 25 May 2021 and lodged with ASIC on that date.
Restricted Shares 1 70% of the Shares in the Company held by the Holder on the
Allotment Date excluding those Shares (if any) transferred by the
Holder to SaleCo for an offer of Shares under the Prospectus
and as disclosed in the Prospectus; and
2 any securities in the Company attaching to or arising out of those
Shares.
SaleCo DRA Global SaleCo Limited ACN 649 998 863.
Security Interest an interest or power:
1 reserved in or over an interest in any securities including, but not
limited to, any retention of title;
2 created or otherwise arising in or over any interest in any
securities under a bill of sale, mortgage, charge, lien, pledge,
trust or power, and
3 any agreement to grant or create any interest or power referred
to in paragraphs (1) or (2) of this definition.
Settlement Operating means the operating rules of ASX Settlement.
Rules
Share a fully paid ordinary share in the capital of the Company.
Voluntary Escrow a voluntary escrow deed entered into in connection with the initial
Deed public offering of Shares in the Company.
1.2 Interpretation
In this deed including the recitals unless the contrary intention appears:
(a) the singular includes the plural and vice versa;
(b) a reference to a party includes its successors, personal representatives and
transferees;
(c) words and expressions defined in the Listing Rules, and not in this deed, have
the meanings given to them in the Listing Rules;
(d) every warranty or agreement (expressed or implied) in which more than one
person is joined, binds them individually and any combination of them as a
group;
(e) references to "applicable law" include all laws and regulations of jurisdictions
applicable to the Company, or its related bodies corporate, as the case may be
(including the Corporations Act and any other laws and regulations of a
jurisdiction outside Australia), and rules, policies, official directives, orders or
requirements of any Governmental Agency, including the Listing Rules,
Settlement Operating Rules and the applicable listing requirements of the ASX,
except to the extent compliance is modified, waived or exempted in favour of a
person in the relevant circumstances; and
(f) the schedules form part of this deed.
1.3 Compliance with Listing Rules
For so long as the Company is listed on the official list of the ASX:
(a) notwithstanding anything contained in this deed, if the Listing Rules prohibit an
act being done, that act must not be done;
(b) nothing contained in this deed prevents an act being done that the Listing Rules
require to be done;
(c) if the Listing Rules require an act to be done or not to be done, authority is
given for that act to be done or not to be done (as the case may be);
(d) if the Listing Rules require this deed to contain a provision and it does not
contain such a provision, this deed is deemed to contain that provision;
(e) if the Listing Rules require this deed not to contain a provision and it contains
such a provision, this deed is deemed not to contain that provision; and
(f) if any provision of this deed is or becomes inconsistent with the Listing Rules,
this deed is deemed not to contain that provision to the extent of the
inconsistency.
2 Escrow
2.1 Holder restrictions during Escrow Period
Subject to clause 2.4, the Holder must not Deal in the Restricted Shares during the
Escrow Period.
2.2 Controller restrictions during Escrow Period
Subject to clause 2.4, the Controller must not Deal in the Controller Interests during the
Escrow Period.
2.3 Escrow restrictions
The parties acknowledge and agree that:
(a) as soon as practicable following the issue or transfer of the Restricted Shares to
the Holder or the commencement of trading of the Restricted Shares on the
ASX pursuant to the Offer, as applicable, the Restricted Shares will be
registered and held for the Holder on the Issuer Sponsored Subregister;
(b) the Company will apply a Holding Lock to the Restricted Shares as soon as
practicable after registration of the Restricted Shares on the Issuer Sponsored
Subregister and the Holder hereby agrees to the application of the Holding
Lock; and
(c) the Company will do all things necessary to ensure that the Holding Lock is
released:
(1) to the extent necessary to permit disposals of Restricted Shares
permitted by this deed; and
(2) in full at the conclusion of the Escrow Period,
including notifying ASX that the Restricted Shares will be released from the
Holding Lock, in accordance with the timing requirements set out in Listing Rule
3.10A.
2.4 Exceptions
During the Escrow Period, the Holder or the Controller may Deal in any of its Restricted
Shares or Controller Interests (as relevant) if the Dealing arises solely as a result of:
(a) a requirement of applicable law (including an order of a court of competent
jurisdiction);
(b) the acceptance of a bona fide third party takeover bid made under Chapter 6 of
the Corporations Act in respect of the Shares that is either:
(1) recommended by the Company’s board of directors; or
(2) otherwise accepted by holders of at least 50% of the Shares in the
Company that are not subject to any Voluntary Escrow Deed; or
(c) the transfer or cancellation of the Shares in the Company as part of a scheme
of arrangement under Part 5.1 of the Corporations Act,
provided that in each case under clause 2.4(b) or 2.4(c), if for any reason any or all
Restricted Shares are not transferred or cancelled in accordance with such a takeover bid
or scheme of arrangement, then the Holder agrees that the restrictions applying to the
Restricted Shares under this deed will continue to apply and without limiting the
foregoing, the Holding Lock will be reapplied to all Restricted Shares not so transferred or
cancelled.
2.5 Notice
If the Holder or Controller becomes aware:
(a) that a Dealing in any Restricted Shares or Controller Interests has occurred, or
is likely to occur, during the Escrow Period; or
(b) of any matter which is likely to give rise to a Dealing in any Restricted Shares or
Controller Interests during the Escrow Period,
it must notify the Company as soon as practicable after becoming aware of the actual or
potential Dealing or the matters giving rise to the actual or potential Dealing, providing full
details.
3 Termination
This deed terminates if the Company is not admitted to the official list of the ASX by 31
July 2021.
4 Warranties and acknowledgment
4.1 Giving of warranties
The Holder and the Controller each give the warranties and representations in clause 4.2
in favour of the Company as at:
(a) the date of this deed; and
(b) at all times until expiry of the Escrow Period.
4.2 Warranties
Each of the Holder and Controller jointly and severally represents and warrants that:
(a) it has full power and authority, without the consent of any other person, to enter
into and perform its obligations under this deed (including, if the Holder or
Controller have entered into this deed as a trustee (Trustee), under the trust
deed for the relevant trust (Trust));
(b) it has taken all necessary action to authorise the execution, delivery and
performance of this deed in accordance with its terms;
(c) this deed constitutes legal, valid and binding obligations and, subject to any
necessary stamping and registration, is enforceable in accordance with its
terms;
(d) the execution, delivery and performance by it of this deed does not and will not
violate, breach or result in a contravention of:
(1) any applicable law, regulation or authorisation;
(2) its constitution or other constituent documents (or, if the Holder or
Controller is a Trustee, the trust deed for the Trust); or
(3) any agreement, undertaking, Security Interest or document which is
binding on it;
(e) prior to the Escrow Period, it has not done, or omitted to do, any act which
would result in it Dealing in Restricted Shares such that it will take effect during
the Escrow Period;
(f) the Restricted Shares are free from all Security Interests and other third party
interests or rights and will remain so during the Escrow Period;
(g) there is no person who has, or will have at or immediately following completion
of the Offer, any economic or beneficial interest in the equity or Restricted
Shares of the Holder other than the Controller;
(h) the Holder holds the Restricted Shares and the Controller holds the Controller
Interests set out in Item 3 of Schedule 1;
(i) the Restricted Shares are all the securities, economic interests or other
interests that the Holder has directly or indirectly in the Company;
(j) the Controller Interests set out in Item 3 of Schedule 1 are all the securities,
economic interests or other interests in the Holder or the Restricted Shares in
which the Controller has an interest;
(k) if the Holder or Controller is a Trustee, the Trustee is the trustee of the Trust
and, to the best of its knowledge and belief, there is no proposal to remove it as
trustee of the Trust; and
(l) if the Holder or Controller is a Trustee:
(1) the Holder or Controller has the right to be fully indemnified out of the
assets of the Trust in respect of any liability arising under, or in
connection with, this deed and the right has not been modified, released
or diminished in any way. The assets of the Trust are sufficient to satisfy
that right in full and Holder or Controller has not released or disposed of
its equitable lien over that trust; and
(2) the Trust has not been terminated and there is no effective proposal or
requirement to wind up, deregister, terminate, reconstitute or resettle the
Trust.
4.3 Acknowledgment
The Holder and the Controller each acknowledge that a breach of any of the
representations and warranties set out in this clause 4 is a breach of this deed.
4.4 Survival of representations and warranties
The representations and warranties in this clause 4 survive termination of this deed.
5 Consequences of breaching this deed
(a) If the Holder or Controller breaches this deed (a Defaulting Party), each of the
following applies:
(1) the Company may take the steps necessary to enforce the deed, or to
rectify the breach, as soon as practicable after becoming aware of the
breach; and
(2) the Company may, in addition to its other rights and remedies, refuse
to acknowledge, deal with, accept or register any sale, assignment,
transfer or conversion of any of the Defaulting Party’s Restricted
Shares (this is in addition to other rights and remedies of the
Company).
(b) If the Holder or Controller breach this deed, the Holder and Controller each
acknowledge and agree that such a breach could cause substantial commercial
and financial detriment to the Company and other third parties.
(c) The parties agree that damages would be an insufficient remedy for breach of
clause 2.1 or clause 2.2 and each of the Holder and Controller agrees that the
Company is entitled to seek and obtain an injunction or specific performance to
enforce the Holder and/or Controller’s obligation under clause 2.1 or clause 2.2
without proof of actual damage and without prejudice to any of its other rights or
remedies.
6 Amendment
This deed may not be amended without the prior written consent of the parties.
7 General
7.1 Governing law and jurisdiction
(a) This deed is governed by the laws of Western Australia.
(b) Each of the parties irrevocably submits to the non-exclusive jurisdiction of the
courts of Western Australia.
(c) Each of the parties irrevocably waives any objection to the venue of any legal
process on the basis that the process has been brought in an inconvenient
forum.
(d) Each of the parties irrevocably waives any immunity in respect of its obligations
under this deed which that party may acquire from the jurisdiction of any court
or any legal process for any reason including, but not limited to, the service of
notice, attachment prior to judgment, attachment in aid of execution or
execution.
7.2 Counterparts
(e) This deed may be executed in any number of counterparts which together will
constitute one instrument. A party may execute this deed by signing any
counterpart.
(f) This deed takes effect and is binding upon a Holder (and a Controller, if
applicable) when the Company, the Holder and (if applicable) the Controller
have signed this deed (whether or not any other Holders or Controllers (if
applicable) have signed this deed).
7.3 Further assurances
Each party must do all things and execute all further documents required to give full effect
to this deed.
7.4 Notices
A Notice is regarded as given by a party to another party, at the time of delivery of that
Notice to the address, or transmission of that Notice by facsimile to the facsimile number,
which is specified in the address of that other party, unless in the case of a transmission
by facsimile:
(a) the machine from which that Notice is transmitted indicates a malfunction in that
transmission;
(b) that other party gives Notice within the next Business Day, to the first-
mentioned party of an incomplete transmission to that other party of the Notice
of the first-mentioned party; or
(c) that Notice is delivered or transmitted by facsimile, other than during Business
Hours, in which case, that Notice is regarded as given by that party at the
beginning of the next Business Hour.
7.5 Time of Essence
Time is of the essence to this deed.
Details
Item 1 1 Holder [Insert name]
Item 2 Escrow the date the Company’s first Appendix 4E (or equivalent announcement)
Period following the Allotment Date is lodged on the ASX’s Market
Announcements Platform.
Item 3 1 Controller Not applicable
2 Controller Direct or indirect control of 100% of the shares in the relevant Holder
Interests
Annexure C
This is Annexure C of 15 pages (including this cover page)referred to in Form 603 – Notice of initial
substantial holder
Signed:
Name: Ben Secrett
Capacity: Company Secretary
Date: 9 July 2021
Shareholder Restriction Deed
Each party specified in Item 1 of Schedule 1 (a Holder)
Each party specified in Item 3 of Schedule 1 (a Controller)
DRA Global Limited
Contents
Table of contents
1 Definitions and interpretation 1
1.1 Definitions ................................................................................................................. 1
1.2 Interpretation ............................................................................................................. .4
1.3 Compliance with Listing Rules ............................................................................................... 4
2 Escrow 5
2.1 Holder restrictions during Escrow Period .................................................................................... 5
2.2 Controller restrictions during Escrow Period ................................................................................ 5
2.3 Escrow restrictions ......................................................................................................... 5
2.4 Early release for share price outperformance ................................................................................ 5
2.5 Exceptions .................................................................................................................. 5
2.6 Notice ...................................................................................................................... 6
3 Termination 6
4 Warranties and acknowledgment 6
4.1 Giving of warranties ........................................................................................................ 6
4.2 Warranties .................................................................................................................. 6
4.3 Acknowledgment............................................................................................................... 7
4.4 Survival of representations and warranties .................................................................................. 7
5 Consequences of breaching this deed 8
6 Amendment 8
7 General 8
7.1 Governing law and jurisdiction .............................................................................................. 8
7.2 Counterparts ................................................................................................................ 9
7.3 Further assurances .......................................................................................................... 9
7.4 Notices ..................................................................................................................... 9
7.5 Time of Essence ............................................................................................................. 9
Schedule 1 10
Signing page 11
Between the parties
Company DRA Global Limited
ACN 622 581 935 of Level 8, 256 Adelaide Terrace, Perth WA 6000
Controller Each party identified in Item 3 of Schedule 1
Holder Each party identified in Item 1 of Schedule 1
This deed witnesses as follows:
1 Definitions and interpretation
1.1 Definitions
The meanings of the terms used in this deed are set out below.
Term Meaning
30-day VWAP the 30-day volume weighted average price of Shares (as quoted on
the ASX) calculated over 30 ASX trading days on which trades in
Shares are recorded immediately before (and including) the last
ASX trading day on which the volume weighted average price is
calculated.
Allotment Date the date Shares are issued and transferred pursuant to the
Prospectus.
ASIC means the Australian Securities and Investments Commission.
ASX ASX Limited (ACN 008 624 691) or the market it operates as the
context requires.
ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532).
Business Day a day on which banks are open for business in Perth, other than a
Saturday, Sunday or public holiday in Perth.
Business Hour 9.00 am to 5.00 pm on any Business Day.
Controller each party specified in Item 3 of Schedule 1.
Controller Interest in respect of a Controller, the securities, economic interests or other
interests in the Holder or the Restricted Shares in which the
Controller has a direct or indirect interest and each intermediate
entity through which that interest occurs, as set out in Item 3 of
Schedule 1.
Corporations Act Corporations Act 2001 (Cth).
Dealing in respect of any Restricted Share or Controller Interest, means to
directly or indirectly:
1 sell, assign, transfer or otherwise Dispose of, or agree or offer to
sell, assign, transfer or otherwise Dispose of, that Restricted
Share or Controller Interest or any legal, beneficial or economic
interest in that Restricted Share or Controller Interest;
2 create, or agree or offer to create, any Security Interest in that
Restricted Share or Controller Interest or any legal, beneficial or
economic interest in that Restricted Share or Controller Interest;
3 enter into any option which, if exercised, enables or requires the
relevant security holder to sell, assign, transfer or otherwise
Dispose of that Restricted Share or Controller Interest; or
4 do, or omit to do, any act if the act or omission would have the
effect of transferring effective ownership or control of that
Restricted Share or Controller Interest or any legal, beneficial or
economic interest in that Restricted Share or Controller Interest.
Deal and Dealt each have a corresponding meaning.
Dispose has the meaning given to that term in the Listing Rules.
Escrow Period the period set out in Item 2 of Schedule 1.
Governmental Agency any government (in any jurisdiction, whether federal, state, territorial
or local), or representative of a government (including any minister,
department, office, commission, delegate, instrumentality, agency,
board, authority or organisation of any government or in which any
government is interested) or any governmental, semi-governmental,
administrative, fiscal, regulatory, self-regulatory or judicial body,
department, commission, authority, tribunal, agency, competition
authority or entity in Australia. It includes without limitation, ASIC,
any non-government regulatory authority including the ASX and any
other stock exchange.
Holder the party specified in Item 1 of Schedule 1.
Holding Lock has the meaning in Section 2 of the Settlement Operating Rules.
Issuer Sponsored the part of the Company’s register for shares that is administered by
Subregister the Company (and not ASX Settlement) and records uncertificated
holdings of Shares.
Listing Rules the listing rules of the ASX (or such other financial market on which
the Company is listed) and any other rules of the ASX (or such other
financial market as the Company is listed) which are applicable while
the Company is admitted to the official list of the ASX (or such other
financial market on which the Company is listed), each as amended
or replaced from time to time, except to the extent of any express
written waiver by the ASX (or such other financial market on which
the Company is listed).
Offer means the offer of Shares pursuant to the Prospectus.
Offer Price has the meaning given to that term in the Prospectus.
Prospectus means the prospectus to be issued by the Company and SaleCo
dated on or about 25 May 2021 and lodged with ASIC on that date.
Restricted Shares 1 all of the Shares in the Company held by the Holder on the
Allotment Date excluding those Shares (if any) transferred by the
Holder to SaleCo for an offer of Shares under the Prospectus
and as disclosed in the Prospectus; and
2 any securities in the Company attaching to or arising out of those
Shares.
SaleCo DRA Global SaleCo Limited ACN 649 998 863.
Security Interest an interest or power:
1 reserved in or over an interest in any securities including, but not
limited to, any retention of title;
2 created or otherwise arising in or over any interest in any
securities under a bill of sale, mortgage, charge, lien, pledge,
trust or power, and
3 any agreement to grant or create any interest or power referred
to in paragraphs (1) or (2) of this definition.
Settlement Operating means the operating rules of ASX Settlement.
Rules
Share a fully paid ordinary share in the capital of the Company.
Share Price the 30-day VWAP of Shares exceeding the Offer Price by 25% or
Outperformance more in the period between the Allotment Date and the end of the
Condition Escrow Period.
Voluntary Escrow a voluntary escrow deed entered into in connection with the initial
Deed public offering of Shares in the Company.
1.2 Interpretation
In this deed including the recitals unless the contrary intention appears:
(a) the singular includes the plural and vice versa;
(b) a reference to a party includes its successors, personal representatives and
transferees;
(c) words and expressions defined in the Listing Rules, and not in this deed, have
the meanings given to them in the Listing Rules;
(d) every warranty or agreement (expressed or implied) in which more than one
person is joined, binds them individually and any combination of them as a
group;
(e) references to "applicable law" include all laws and regulations of jurisdictions
applicable to the Company, or its related bodies corporate, as the case may be
(including the Corporations Act and any other laws and regulations of a
jurisdiction outside Australia), and rules, policies, official directives, orders or
requirements of any Governmental Agency, including the Listing Rules,
Settlement Operating Rules and the applicable listing requirements of the ASX,
except to the extent compliance is modified, waived or exempted in favour of a
person in the relevant circumstances; and
(f) the schedules form part of this deed.
1.3 Compliance with Listing Rules
For so long as the Company is listed on the official list of the ASX:
(a) notwithstanding anything contained in this deed, if the Listing Rules prohibit an
act being done, that act must not be done;
(b) nothing contained in this deed prevents an act being done that the Listing Rules
require to be done;
(c) if the Listing Rules require an act to be done or not to be done, authority is
given for that act to be done or not to be done (as the case may be);
(d) if the Listing Rules require this deed to contain a provision and it does not
contain such a provision, this deed is deemed to contain that provision;
(e) if the Listing Rules require this deed not to contain a provision and it contains
such a provision, this deed is deemed not to contain that provision; and
(f) if any provision of this deed is or becomes inconsistent with the Listing Rules,
this deed is deemed not to contain that provision to the extent of the
inconsistency.
2 Escrow
2.1 Holder restrictions during Escrow Period
Subject to clauses 2.4 and 2.5, the Holder must not Deal in the Restricted Shares during
the Escrow Period.
2.2 Controller restrictions during Escrow Period
Subject to clauses 2.4 and 2.5, the Controller must not Deal in the Controller Interests
during the Escrow Period.
2.3 Escrow restrictions
The parties acknowledge and agree that:
(a) as soon as practicable following the issue or transfer of the Restricted Shares to
the Holder or the commencement of trading of the Restricted Shares on the
ASX pursuant to the Offer, as applicable, the Restricted Shares will be
registered and held for the Holder on the Issuer Sponsored Subregister;
(b) the Company will apply a Holding Lock to the Restricted Shares as soon as
practicable after registration of the Restricted Shares on the Issuer Sponsored
Subregister and the Holder hereby agrees to the application of the Holding
Lock; and
(c) the Company will do all things necessary to ensure that the Holding Lock is
released:
(1) to the extent necessary to permit disposals of Restricted Shares
permitted by this deed; and
(2) in full at the conclusion of the Escrow Period,
including notifying ASX that the Restricted Shares will be released from the
Holding Lock, in accordance with the timing requirements set out in Listing Rule
3.10A.
2.4 Early release for share price outperformance
If the Share Price Outperformance Condition is satisfied, the Holder or the Controller may
Deal in up to 50% of the Restricted Shares or Controller Interests (as applicable) held on
the Allotment Date (in aggregate) in the period commencing on the date the Share Price
Outperformance Condition is satisfied and concluding at the end of the Escrow Period.
2.5 Exceptions
During the Escrow Period, the Holder or the Controller may Deal in any of its Restricted
Shares or Controller Interests (as relevant) if the Dealing arises solely as a result of:
(a) a requirement of applicable law (including an order of a court of competent
jurisdiction);
(b) the acceptance of a bona fide third party takeover bid made under Chapter 6 of
the Corporations Act in respect of the Shares that is either:
(1) recommended by the Company’s board of directors; or
(2) otherwise accepted by holders of at least 50% of the Shares in the
Company that are not subject to any Voluntary Escrow Deed; or
(c) the transfer or cancellation of the Shares in the Company as part of a scheme
of arrangement under Part 5.1 of the Corporations Act,
provided that in each case under clause 2.5(b) or 2.5(c), if for any reason any or all
Restricted Shares are not transferred or cancelled in accordance with such a takeover bid
or scheme of arrangement, then the Holder agrees that the restrictions applying to the
Restricted Shares under this deed will continue to apply and without limiting the
foregoing, the Holding Lock will be reapplied to all Restricted Shares not so transferred or
cancelled.
2.6 Notice
If the Holder or Controller becomes aware:
(a) that a Dealing in any Restricted Shares or Controller Interests has occurred, or
is likely to occur, during the Escrow Period; or
(b) of any matter which is likely to give rise to a Dealing in any Restricted Shares or
Controller Interests during the Escrow Period,
it must notify the Company as soon as practicable after becoming aware of the actual or
potential Dealing or the matters giving rise to the actual or potential Dealing, providing full
details.
3 Termination
This deed terminates if the Company is not admitted to the official list of the ASX by 31
July 2021.
4 Warranties and acknowledgment
4.1 Giving of warranties
The Holder and the Controller each give the warranties and representations in clause 4.2
in favour of the Company as at:
(a) the date of this deed; and
(b) at all times until expiry of the Escrow Period.
4.2 Warranties
Each of the Holder and Controller jointly and severally represents and warrants that:
(a) it has full power and authority, without the consent of any other person, to enter
into and perform its obligations under this deed (including, if the Holder or
Controller have entered into this deed as a trustee (Trustee), under the trust
deed for the relevant trust (Trust));
(b) it has taken all necessary action to authorise the execution, delivery and
performance of this deed in accordance with its terms;
(c) this deed constitutes legal, valid and binding obligations and, subject to any
necessary stamping and registration, is enforceable in accordance with its
terms;
(d) the execution, delivery and performance by it of this deed does not and will not
violate, breach or result in a contravention of:
(1) any applicable law, regulation or authorisation;
(2) its constitution or other constituent documents (or, if the Holder or
Controller is a Trustee, the trust deed for the Trust); or
(3) any agreement, undertaking, Security Interest or document which is
binding on it;
(e) prior to the Escrow Period, it has not done, or omitted to do, any act which
would result in it Dealing in Restricted Shares such that it will take effect during
the Escrow Period;
(f) the Restricted Shares are free from all Security Interests and other third party
interests or rights and will remain so during the Escrow Period;
(g) there is no person who has, or will have at or immediately following completion
of the Offer, any economic or beneficial interest in the equity or Restricted
Shares of the Holder other than the Controller;
(h) the Holder holds the Restricted Shares and the Controller holds the Controller
Interests set out in Item 3 of Schedule 1;
(i) the Restricted Shares are all the securities, economic interests or other
interests that the Holder has directly or indirectly in the Company;
(j) the Controller Interests set out in Item 3 of Schedule 1 are all the securities,
economic interests or other interests in the Holder or the Restricted Shares in
which the Controller has an interest;
(k) if the Holder or Controller is a Trustee, the Trustee is the trustee of the Trust
and, to the best of its knowledge and belief, there is no proposal to remove it as
trustee of the Trust; and
(l) if the Holder or Controller is a Trustee:
(1) the Holder or Controller has the right to be fully indemnified out of the
assets of the Trust in respect of any liability arising under, or in
connection with, this deed and the right has not been modified, released
or diminished in any way. The assets of the Trust are sufficient to satisfy
that right in full and Holder or Controller has not released or disposed of
its equitable lien over that trust; and
(2) the Trust has not been terminated and there is no effective proposal or
requirement to wind up, deregister, terminate, reconstitute or resettle the
Trust.
4.3 Acknowledgment
The Holder and the Controller each acknowledge that a breach of any of the
representations and warranties set out in this clause 4 is a breach of this deed.
4.4 Survival of representations and warranties
The representations and warranties in this clause 4 survive termination of this deed.
5 Consequences of breaching this deed
(a) If the Holder or Controller breaches this deed (a Defaulting Party), each of the
following applies:
(1) the Company may take the steps necessary to enforce the deed, or to
rectify the breach, as soon as practicable after becoming aware of the
breach; and
(2) the Company may, in addition to its other rights and remedies, refuse
to acknowledge, deal with, accept or register any sale, assignment,
transfer or conversion of any of the Defaulting Party’s Restricted
Shares (this is in addition to other rights and remedies of the
Company).
(b) If the Holder or Controller breach this deed, the Holder and Controller each
acknowledge and agree that such a breach could cause substantial commercial
and financial detriment to the Company and other third parties.
(c) The parties agree that damages would be an insufficient remedy for breach of
clause 2.1 or clause 2.2 and each of the Holder and Controller agrees that the
Company is entitled to seek and obtain an injunction or specific performance to
enforce the Holder and/or Controller’s obligation under clause 2.1 or clause 2.2
without proof of actual damage and without prejudice to any of its other rights or
remedies.
6 Amendment
This deed may not be amended without the prior written consent of the parties.
7 General
7.1 Governing law and jurisdiction
(a) This deed is governed by the laws of Western Australia.
(b) Each of the parties irrevocably submits to the non-exclusive jurisdiction of the
courts of Western Australia.
(c) Each of the parties irrevocably waives any objection to the venue of any legal
process on the basis that the process has been brought in an inconvenient
forum.
(d) Each of the parties irrevocably waives any immunity in respect of its obligations
under this deed which that party may acquire from the jurisdiction of any court
or any legal process for any reason including, but not limited to, the service of
notice, attachment prior to judgment, attachment in aid of execution or
execution.
7.2 Counterparts
(e) This deed may be executed in any number of counterparts which together will
constitute one instrument. A party may execute this deed by signing any
counterpart.
(f) This deed takes effect and is binding upon a Holder (and a Controller, if
applicable) when the Company, the Holder and (if applicable) the Controller
have signed this deed (whether or not any other Holders or Controllers (if
applicable) have signed this deed).
7.3 Further assurances
Each party must do all things and execute all further documents required to give full effect
to this deed.
7.4 Notices
A Notice is regarded as given by a party to another party, at the time of delivery of that
Notice to the address, or transmission of that Notice by facsimile to the facsimile number,
which is specified in the address of that other party, unless in the case of a transmission
by facsimile:
(a) the machine from which that Notice is transmitted indicates a malfunction in that
transmission;
(b) that other party gives Notice within the next Business Day, to the first-
mentioned party of an incomplete transmission to that other party of the Notice
of the first-mentioned party; or
(c) that Notice is delivered or transmitted by facsimile, other than during Business
Hours, in which case, that Notice is regarded as given by that party at the
beginning of the next Business Hour.
7.5 Time of Essence
Time is of the essence to this deed.
Item 1 1 Holder [insert name]
Item 2 Escrow the date the Company’s first Appendix 4E (or equivalent announcement)
Period following the Allotment Date is lodged on the ASX’s Market
Announcements Platform.
Item 3 1 Controller Not applicable
2 Controller Direct or indirect control of 100% of the shares in the relevant Holder
Interests
Annexure D
This is Annexure D of 20 pages (including this cover page) referred to in Form 603 – Notice of initial
substantial holder
Signed:
Name: Ben Secrett
Capacity: Company Secretary
Date: 9 July 2021
Precedent\003837824
Share Scheme Sale and Loan Deed
1. Parties
________________________________________________[Shareholder name] of
______________________________________________[address] (Shareholder).
DRA Global Limited ACN 622 581 935 of Level 8, 256 Adelaide Terrace, Perth
WA 6000, Australia (Company).
_____________________________________________________[Lender name] of
___________________________________________________[address] (Lender)
2. Settlement ____________________ Shares, being the number of shares determined by
Shares dividing the outstanding balance of the Loan on 31 July 2018 by the fair value of the
DRA Global shares received by the Shareholder as consideration for the sale of
their DRAGH shares, being ZAR74.25 per share (Settlement Shares).
3. Definitions In this Deed terms are defined in the body of the Deed, the Loan Details Schedule
and:
(a) "Amount Owing" means all debts and monetary liabilities of the
Shareholder to the Lender on any account under or in relation to this Deed
and in any capacity;
(b) "Acquisition" has the meaning given in clause 4;
(c) "ASX" means the financial market operated by ASX Limited ACN 008 624
691;
(d) "Business Day" means a day other than a weekend or a public holiday in
Perth, Western Australia or Johannesburg, South Africa;
(e) "Buy Back Deed" means the buyback deed to acquire the Settlement
Shares in the form contained in Annexure A of this Deed;
(f) "Company Warranties" has the meaning given in clause 13;
(g) "Conditions" has the meaning given to that term in the Buy Back Deed;
(h) "Company" means DRA Global Limited ACN 622 581 935;
(i) "Confidential Information" has the meaning given in clause 15;
(j) "Corporations Act" means Corporations Act 2001 (Cth);
(k) "Purchase Price" means:
(i) if the Settlement Shares are purchased by the Company, the price
specified in the Buy Back Agreement; and
(ii) if the Settlement Shares are purchased by a third party selected by
the Company, the price payable by the third party;
(l) "Corporations Act" means the Corporations Act 2001 (Cth);
(m) "DRAGH" means DRA Group Holdings Proprietary Limited;
(n) "Escrow Deed" means the escrow deed between the Company and the
Shareholder in respect of the Other Shares, the form of which is attached
as Annexure C;
(o) "Execution Date" means the date this Deed is executed by the last of the
Parties to execute it;
(p) "Inconsistent Instrument" means any power of attorney or any other
instrument signed, executed or issued by or on behalf of a Shareholder at
any time, whether before on or after the date of this Deed, conferring on
persons other than the Company rights with respect to the Settlement
Shares or this Deed which contradict or are inconsistent with the rights or
obligations of the Company.
(q) "Insolvency Event" means, in respect of a party, the occurrence of any of
the following events or circumstances:
(i) it becomes insolvent within the meaning of section 95A, or is
taken to have failed to comply with a statutory demand under
section 459F(1), or must be presumed by a court to be insolvent
under section 459C(2), or is the subject of a circumstance
specified in section 461 (whether or not an application to court
has been made under that section) or, if the person is a Part 5.7
body, is taken to be unable to pay its debts under section 585,
of the Corporations Act 2001 (Cth) (Corporations Act);
(ii) except with the Shareholder's prior written consent, it is the
subject of a liquidation or an order or an application is made for
its liquidation or an effective resolution is passed or a meeting
summoned or convened to consider a resolution for its
liquidation;
(iii) an external administrator (as defined in the Corporations Act) is
appointed to it or any of its assets or a step is taken to do so or
its related body corporate (as defined in the Corporations Act)
requests such an appointment;
(iv) if a registered corporation under the Corporations Act, a step is
taken under section 601AA, 601AB or 601AC of the
Corporations Act to cancel its registration;
(v) if it is a trustee of a trust, it is unable to satisfy out of the assets
of the trust the liabilities incurred by it for which it has a right to
be indemnified from those assets as and when those liabilities
fall due;
(vi) if it is a natural person, that person:
A. has committed an act of bankruptcy within the meaning of
section 40, or is or becomes bankrupt within the meaning
of section 5, of the Bankruptcy Act;
B. dies;
C. is not, or ceases to be, sui juris;
D. has any of his or her assets placed under the control of, or
at the discretion of, any other person, whether as a result
of the application of any law, by an act of the person or
otherwise; or
E. stops or threatens to stop, his or her obligations under this
Deed;
(r) "Listing Rules" means the listing rules of the ASX from time to time;
(s) "Loan" means the loan previously provided by the Lender to the
Shareholder to acquire shares in DRAGH as described in clause 4(a);
(t) "Other Shares" means all of the Shares held by the Shareholder or any
related person or Related Body Corporate as at the Execution Date,
excluding the Settlement Shares;
(u) “Party” means a party to this Deed and “Parties” means each Party under
this Deed;
(v) "Principal Outstanding" means, the aggregate principal amount of the
Loan outstanding as at 31 July 2018;
AU_Active01 908665966v1 AUGUSTN
(w) "Related Body Corporate" has the meaning given to that term in the
Corporations Act;
(x) "Sale or Buy Back Completion" has the meaning given in clause 10;
(y) "Sale or Buy Back Completion Date" means:
(i) if the Settlement Shares are purchased by the Company, the
date that is 5 Business Days after the last of the Conditions are
satisfied (if applicable) if remain satisfied; and
(ii) if the Settlement Shares are purchased by a third-party buyer
selected by the Company, the date that is 5 Business Days after
the date the Company provides written notice of the proposed
completion date;
(z) "Shareholder Warranties" has the meaning given in clause 12; and
(aa) "Shares" means fully paid ordinary shares in the Company.
4. Scheme The Parties acknowledge and agree that:
(a) The Lender facilitated the acquisition of shares in DRAGH by the
Shareholder by funding all or a portion of the purchase price of those
shares by way of loans provided by the Lender to the Shareholder (Loan);
(b) The terms of the Loan were as follows:
(i) The Loan was a limited recourse Loan and was only repayable from:
A. any sale proceeds from the sale of shares in DRAGH; and
B. dividends or distribution paid by the Company in respect of
the shares in DRAGH.
(ii) To the extent that the Shareholder receives any dividends or any
distribution in respect of the shares in DRAGH, any such dividends or
distributions will be applied to make part repayment of the Amount
Owing to the Lender.
(iii) The Shareholder is entitled to exercise all rights attaching to the
shares in DRAGH prior to sale or buy back of the shares in DRAGH,
provided that in relation to any dividend, distribution or other amount
of money or assets declared or paid by DRAGH to the Shareholder in
relation to the shares in DRAGH the Shareholder irrevocably and
unconditionally authorises the DRAGH to apply such amount or asset
to reduce Amounts Owing under the Shareholder's Loan to the
Lender.
(c) As noted above, the terms of the Loan required that on disposal of the
underlying DRAGH shares any proceeds must first be applied to settle the
Loan;
(d) All of the shares in DRAGH were sold to the Company in July 2018,
effected by way of a scheme of arrangement (Scheme) implemented under
South African law between the shareholders of DRAGH at that time and
the Company. The shareholders of DRAGH at that time sold their shares in
DRAGH to the Company and received as consideration one Share, at a
value of ZAR 74.25 ($7.40 at the time) per Share, for each DRAGH share
sold;
(e) Under the terms of the Loan, a portion of the proceeds (being Shares)
received by the Shareholder on implementation of the Scheme (equal in
number to the Settlement Shares) should have been delivered to the
Lender in settlement of the Loan. To comply with Australian law the
Company proposed instead to buy back the Settlement Shares at the
Scheme value of ZAR 74.25 ($7.40 at the time) and deliver the proceeds
from the buy back to the Lender to repay in full and settle the Loan as at 31
July 2018. This selective buy back was not completed;
(f) on 1 August 2018 the Lender agreed to settle all amounts owing under the
Loan and release the Shareholder from all obligations under the Loan in
consideration for the assignment by the Shareholder of all its rights and
benefits to the sale proceeds from the sale or buy back of the Settlement
Shares to the Lender (or its nominee) and the Shareholder agreed to sell
the Settlement Shares free from all encumbrances (and together with all
rights benefits and entitlements attaching to the Settlement Shares) and
the Company agreed to at its election:
(i) procure the sale of the Settlement Shares to a third-party buyer
selected by the Company. For the avoidance of doubt, the Company
would not hold a beneficial or other interest in the Settlement Shares
acquired by the third party buyer; or
(ii) enter into a Buy Back Deed to acquire the Settlement Shares itself,
(Acquisition)
In order to give effect to the agreed assignment of rights and benefits to
sale proceeds, the Shareholder agrees that any consideration to be paid to
the Shareholder under either clause 8(b)(iv) of this Deed or clause 2.1 of
the Buy-Back Deed will instead be paid to the Lender (or the Lender’s
nominee).
(g) Additionally, the Shareholder assigned the Company the rights to any
dividend, distribution or other amount of money or assets declared or paid
by the Company to the Shareholder in relation to the Settlement Shares.
(h) The parties now wish to formally record the terms of the Loan and the
settlement of the Loan previously provided by the Lender to the
Shareholder.
5. Maintaining (a) Other than as contemplated by this Deed, or with the prior written consent
status quo of the Company, prior to the Sale or Buy Back Completion the
Shareholder must not sell, assign or transfer or grant an interest in, or
option over, or otherwise encumber any Settlement Shares.
(b) To give effect to clause 7(a), from the Execution Date until the Sale or Buy
Back Completion Date (and, then only to the extent required to allow the
Sale or Buy Back Completion to occur) the Shareholder must not:
(i) dispose of, or agree or offer to dispose of, the Settlement Shares;
(ii) create, or agree or offer to create, any security interest in the Shares;
or
(iii) do, or omit to do, any act if the act or omission would have the effect
of transferring effective ownership, including beneficial ownership, or
control of the Settlement Shares,
unless the Company's prior written consent (which the Company may
withhold in its sole discretion) is obtained for a disposal of Settlement
Shares before this date.
(c) The Shareholder consents to a holding lock being placed on the
Settlement Shares until the Sale or Buy Back Completion Date and,
agrees that the release of the holding lock will only occur to the extent
required to allow the Sale or Buy Back Completion to occur unless the
Company's prior written consent is obtained to release the holding lock
before this date.
6. Escrow The Shareholder agrees to deliver to the Company their executed counterpart of the
Escrow Deed within 5 Business Days of the date of this Deed.
7. Power of (a) Each Shareholder irrevocably appoints the Company as its attorney with
attorney full authority to act on its behalf with respect to all matters in connection
with this Deed, including to sign:
(i) a buy back agreement to acquire the Settlement Shares in the
form contained in Annexure A of this Deed; and
(ii) any transfer form which reflects the terms of this Deed,
and agrees to be bound by any actions of the Company with respect to all
matters in connection with this Deed including, for the avoidance of doubt,
to receive service of process under this Deed.
(b) Each Shareholder declares that all acts and things done by the Company
in exercising its powers under this power of attorney will be as good and
valid as if they have been done by the Shareholder and agrees to ratify
and confirm whatever is done in exercising powers under this power of
attorney.
(c) Each Shareholder will not issue, sign or execute any Inconsistent
Instrument and undertakes to immediately revoke any powers given in
such Inconsistent Instrument which contradict or are inconsistent with the
powers granted under this power of attorney. If a Shareholder fails to
revoke an Inconsistent Instrument the attorney appointed under this
clause is authorised to revoke the powers given in the Inconsistent
Instrument which contradict or are inconsistent with the powers granted in
this power of attorney.
(d) Each Shareholder indemnifies the Company against all Loss suffered or
incurred by the Company arising from or connected with any act or
omission when acting in accordance with the terms of this Clause or any
instructions of the Shareholder.
(e) All acts and things done by the Company in exercising powers under this
power of attorney will be as valid as if they had been done by the
Shareholder and the Shareholder must ratify and confirm whatever the
Company does in exercising powers under this power of attorney.
(f) The Shareholder acknowledges and agrees that this power of attorney in
favour of the Company is given for valuable consideration and is
irrevocable until the Shares are either cancelled in the event of a share
buyback or registered in the name of a third party buyer.
8. Sale or Buy (a) Sale or Buy Back Completion will occur on the Sale or Buy Back
Back Completion Date or such other date and time as determined by the
Completion Company(Sale or Buy Back Completion).
(b) if the Settlement Shares are to be purchased by a third-party buyer, on or
before Sale or Buy Back Completion:
(ii) the Shareholder must deliver to the Company share certificates (if
any) in respect the Settlement Shares on issue (or certificates of
indemnity for a lost or destroyed certificate in an agreed form);
(iii) the Company must:
A. execute on behalf of the Shareholder under the power of
attorney granted in this Deed, the Shareholder's counterpart
of instruments of transfer for the Settlement Shares in favour
of a third-party buyer as transferee;
B. approve the registration of the transfer of the Settlement
Shares to the Company or a third-party buyer; and
C. (if applicable) issue a new share certificate or procure that its
share registry issues holding statements for those Settlement
Shares transferred to the third-party buyer in the name of the
third-party buyer; and
(iv) the Company must procure that a third party buyer pays the
Shareholder the Consideration in accordance with clause 7.
(c) if the Settlement Shares are to be bought back by the Company the terms
of the Buy Back Deed will apply. For the avoidance of doubt, this Deed
does not constitute a buy back agreement.
(d) If the Shareholder defaults in its obligations at Sale or Buy Back
Completion, the Company has the right, without prejudice to any other
rights or remedies available to the Company, to:
(i) defer Sale or Buy Back Completion;
(ii) proceed with Sale or Buy Back Completion so far as practicable;
or
(iii) require specific performance of the Deed by the Shareholder.
9. Shareholder The Shareholder warrants and represents to the Company as an inducement to
Warranties enter into this Deed that each of the warranties set out in Item 1 of Annexure B
(Shareholder Warranties) are true and accurate and not misleading at the
Execution Date and will remain true and accurate and not misleading up to and
including at Sale or Buy Back Completion.
The Shareholder Warranties are qualified by, and the Shareholder is not liable to
the Company for, any claim or liability under the Shareholder Warranties if:
(a) the matter giving rise to the claim or liability is fully and fairly disclosed in
the written information provided by the Shareholder prior to the Execution
Date; or
(b) at the date of this Deed, the Company knows of the matter giving rise to the
claim or liability.
10. Company The Company warrants and represents to the Shareholder that each of the
Warranties warranties set out in Item 2 of Annexure B (Company Warranties) are true and
accurate and not misleading at the date of this Deed and will be true and accurate
and not misleading on Sale or Buy Back Completion.
The Company Warranties are qualified by and the Company is not liable to the
Shareholder for any claim or liability under the Company Warranties or any
indemnity in this Deed if at the date of this Deed, the Shareholder knows of the
matter giving rise to the claim or liability.
11. Company The Parties acknowledges and agrees that:
acknowledgeme
nts
(a) neither the Shareholder nor the Company has made any warranty or
representation in connection with this Deed, the Settlement Shares, the
Consideration or the Company other than the Shareholder Warranties and
Company Warranties that no such representation or warranty has been
made on behalf of the Shareholder or the Company; and
(b) in entering into this Deed and proceeding to Sale or Buy Back Completion,
the Company and Shareholder relies on their own investigations and
professional, financial and tax advice received and do not rely on any
representation or warranty other than the Shareholder Warranties or the
Company Warranties, as applicable.
12. Confidentiality This Deed and all other information disclosed by the Parties to each other under or
in respect of this Deed (Confidential Information) is confidential and each Party
must ensure that the Confidential Information remains confidential and can only use
that information in connection with completing the Acquisition, except that:
(a) the Parties may make disclosure to their relevant employees (as applicable)
and advisors (provided such employees and advisors have a need to know
in connection with the proposed Acquisition and are bound by obligations of
confidentiality and non-use); or
(b) as otherwise to the extent required by law including as may be required to
be disclosed in any prospectus or similar offer document to be lodged with
ASIC in connection with the Company's proposed initial public offering of
Shares and listing on the ASX.
13. Taxes, Costs (a) Each Party will bear their own legal costs of and incidental to the
and duty preparation, negotiation and execution of this Deed, and otherwise in
connection with the Acquisition.
(b) All amounts payable under this Deed should be subject to the provisions
of this clause 16.
(c) Subject to any amount payable in respect of this Deed, the Acquisition
(including a buy-back of the Settlement Shares), a dividend and
distribution from the proceeds from the sale of Settlement Shares or a
dividend or distribution payable in respect of the Settlement Shares, which
gives rise to an unfunded obligation in the hands of the Shareholder then
such amount payable in respect of this Deed shall instead be the net
amount after deducting an amount equivalent to the unfunded obligation –
being.
(i) stamp or other duty levied on the Shareholder; or
(ii) tax obligations levied on the Shareholder, specifically dividends tax or
capital gains tax where the Acquisition takes places at a price more
than the tax base cost of the Settlement Shares (i.e. ZAR 74.25). To
allow for upfront deduction from the amount payable in respect of this
Deed, adjustment for tax obligations should be determined on the
assumption that the Shareholder will be assessed for tax on the
applicable transaction at the relevant maximum marginal tax rate
applicable to the Shareholder in the applicable jurisdiction in respect
of the transaction.
14. Notices Each notice authorised or required to be given to a Party shall be in writing and may
be delivered personally or sent by properly addressed prepaid mail or email in each
case addressed to the Party at its address set out in the details above.
Notices delivered:
(a) personally will be deemed to have been given on the day of delivery
unless that day is not a Business Day in which case, the next Business
Day will be the deemed day of delivery;
(b) by properly addressed prepaid mail will be deemed to have been given on
the second Business Day after posting;
(c) by email will be deemed to have been delivered on the day emailed
provided the email is actually received by the recipient's server unless
received on the recipient's server after 5:00pm at the recipient's location
or on a day that is not a Business Day in which case, the next Business
Day will be the deemed day of delivery.
15. Counterparts This Deed may be executed in any number of counterparts, each of which when
executed and delivered to the other Parties shall constitute an original, but all
counterparts together will constitute one and the same agreement.
16. Amendment This Deed may be amended only by an instrument in writing signed by the Parties.
17. Assignment None of the Parties may assign or novate any of the rights or obligations conferred
by this Deed without the consent of the other Parties (which consent may be
refused in a Party's unfettered discretion).
18. Severability Any provision of this Deed that is invalid in any jurisdiction is invalid in that
jurisdiction to that extent, without invalidating or affecting the remaining provisions
of this Deed or the validity of that provision in any other jurisdiction.
19. Entire binding This Deed formalises the terms of the Acquisition and is binding on the Parties. This
agreement Deed constitutes the entire agreement between the Parties as to its subject matter
and supersedes any and all previous correspondence, agreements or
understandings between the Parties in relation to its subject matter including any
loan or buy back agreement in respect of the Settlement Shares.
20. Governing Law (a) This Deed is governed by and construed under the law in the State of
Western Australia.
(b) Any legal action in relation to this Deed against any Party or its property
may be brought in any court of competent jurisdiction in the State of
Western Australia.
(c) Each Party by execution of this Deed irrevocably, generally and
unconditionally submits to the non-exclusive jurisdiction of any court
specified in this provision in relation to both itself and its property.
21. Interpretation In this Deed, headings are for convenience only and do not affect its interpretation,
and unless the context otherwise requires:
(a) an obligation or liability assumed by, or a right conferred on, two or more
parties binds or benefits all of them jointly and each of them severally;
(b) the expression person includes an individual, the estate of an individual, a
corporation, an authority, an association or joint venture (whether
incorporated or unincorporated), a partnership and a trust;
(c) a reference to any party includes that party's executors, administrators,
successors and permitted assigns, including any person taking by way of
novation;
(d) a reference to any document (including this Deed) is to that document as
varied, novated, ratified or replaced from time to time;
(e) a reference to any statute or to any statutory provision includes any
statutory modification or re-enactment of it or any statutory provision
substituted for it, and all ordinances, by-laws, regulations, rules and
statutory instruments (however described) issued under it;
(f) words importing the singular include the plural (and vice versa) and words
indicating a gender include every other gender;
(g) reference to parties, clauses, paragraphs, sub-paragraphs, schedules,
exhibits or annexure are references to parties, clauses, paragraphs, sub-
paragraphs, schedules, exhibits and annexure to or of this Deed and a
reference to this Deed includes any schedule, exhibit or annexure to this
Deed;
(h) the use of the word includes or including are not to be taken as forms of
limitation;
(i) where a word or phrase is given a defined meaning, any other part of
speech or grammatical form of that word or phrase has a corresponding
meaning;
(j) a reference to ZAR is to South African Rand;
(k) a reference to time is to Perth, Western Australian time; and
(l) a reference to AU$, $ or dollar is to Australian currency.
22. Survival The obligations under clauses 15, 16, 17 and 23 operate from the Execution Date
and survive any termination of this Deed.
23. Date This Deed is dated:
________________ 2021.
Executed by the Parties as an Deed.
Executed by DRA Global Limited ACN 622 581
935 in accordance with section 127(1) of the
Corporations Act 2001 (Cth):
…………………………………………………………. …………………………………………………
Signature of director Signature of director or company secretary*
*delete whichever does not apply
…………………………………………………………. …………………………………………………
Name (please print) Name (please print)
Signed, sealed and delivered by
_____________________________[Shareholder]
in the presence of:
…………………………………………………………. …………………………………………………….
Signature of witness Signature of Shareholder or authorised
signatory if Shareholder is a company
…………………………………………………………. ……………………………………………………
Name of witness (please print) Name of authorised signatory (please print)
AU_Active01 908665966v1 AUGUSTN
Signed, sealed and delivered by
_______________________________[Lender]
in the presence of:
…………………………………………………………. …………………………………………………….
Signature of witness Signature of authorised signatory
…………………………………………………………. ……………………………………………………
Name of witness (please print) Name of authorised signatory (please print)
Annexure A
Share Buy-Back Deed
Parties
1. DRA Global Limited ACN 622 581 935 of Level 8, 256 Adelaide Terrace, Perth WA 6000,
Australia (Company).
2. The Shareholder identified in item 1 of the table set out in Schedule 1 (Shareholder).
Background
The Company has agreed to buy from the Shareholder, and the Shareholder has agreed to sell to
the Company, the Settlement Shares identified in item 2 of the table set out in Schedule 1 on the
terms of this Deed and subject to the applicable provisions of Division 2 of Part 2J.1 of the
Corporations Act (Buy-Back).
Deed
The Company and the Shareholder agree and acknowledge that this Deed is intended to be legally
binding in accordance with its terms and conditions and they have freely entered into this Deed after
having the opportunity to carefully consider its contents and to obtain legal advice on the matters in
this Deed.
Schedule 1 – Share Buy-Back Details
Item 1 Shareholder
Item 2 Settlement Shares
Item 3 Consideration
Item 3 Share Scheme Sale and The Share Scheme Sale and Loan Deed between the
Loan Deed Shareholder and the Company dated ________________
Executed as an agreement.
Executed by DRA Global Limited ACN 622 581
935 in accordance with section 127(1) of the
Corporations Act 2001 (Cth):
…………………………………………………………. ……………………………………………………
Signature of director Signature of director or company secretary*
*delete whichever does not apply
…………………………………………………………. ……………………………………………………
Name (please print) Name (please print)
Date: ________________________________
Signed, Sealed and Delivered for and on behalf
of
_________________________[Shareholder]
by attorney DRA Global Limited ACN 622 581 935
under a Power of Attorney dated _____________
in the presence of:
………………………………………………………… …………………………………………………
Signature of witness Signature of attorney
………………………………………………………… …………………………………………………
Name of witness Name of attorney
(please print) (please print)
…………………………………………………………
Address of witness
(please print)
Date: ________________________________
Schedule 2 – Terms and Conditions (b) any thing or preferential interest or
arrangement of any kind giving a
1. Definitions and interpretation person priority or preference over
claims or other persons with
1.1 Definitions respect to any property or asset;
In this Deed, unless context indicates a (c) a security interest as defined in
contrary intention: the Personal Property Securities
Amount Owing has the meaning given Act 2009 (Cth); or
to this term in the Share Scheme Sale (d) any agreement or arrangement
and Loan Deed; (whether legally binding or not) to
ASIC means the Australian Securities grant or create anything referred
and Investments Commission; to in paragraphs (a), (b) or (c);
ASX means ASX Limited (ACN 008 624 Government Agency means a
691) or the financial market operated by government or governmental, semi-
ASX Limited, as the context requires; governmental, administrative, fiscal or
judicial or quasi-judicial body,
Business Day means a day on which department, commission, authority,
banks are open for general banking tribunal, agency or entity whether foreign,
business in both Perth, Western Australia federal, state, territorial or local;
and Johannesburg, South Africa,
excluding Saturdays and Sundays; Loans has the meaning given to this
term in the Share Scheme Sale and Loan
Completion means completion of the Deed;
sale and purchase of the Settlement
Shares; Principal Outstanding means, at any
time, the aggregate principal amount of
Completion Date has the meaning given the Shareholder's Loans outstanding at
in clause 4.1; that time;
Consideration means the amount Related Body Corporate has the
contained in item 3 of the table set out in meaning given to that term in the
Schedule 1, less any amount the Corporations Act;
Company is required by law to deduct or
withhold from that amount; Share means a share of any class in the
Company;
Conditions means the conditions
precedent set out in clause 3; Tax means any tax, duty, levy, charge,
impost, fee, deduction or withholding tax
Corporations Act means the that is assessed, levied, imposed or
Corporations Act 2001 (Cth); collected by any Government Agency
Encumbrance means: and includes any interest, fine, penalty,
charge, fee or any other amount imposed
(a) any: on, or in respect of, any of the above; and
(i) legal or equitable interest Settlement Shares means Shares, that
or power created, arising are proposed to be acquired by the
in or reserved in or over an Company pursuant to this Deed as
interest in any property or contained in item 2 of the table set out in
asset; or Schedule 1.
(ii) security for payment of 1.2 Interpretation
money, performance of
obligations or protection In this Deed, unless context indicates a
against default (including a contrary intention:
mortgage, bill of sale, (a) (documents) a reference to an
charge, lien, pledge, trust, agreement or document is to the
power or retention of title agreement or document as varied,
arrangement, right of set- amended, supplemented, novated
off, assignment of income, or replaced from time to time;
garnishee order, monetary
claim and flawed deposit (b) (references) a reference to a
arrangement); party, clause, paragraph,
AU_Active01 908665966v1 AUGUSTN
schedule or annexure is a other communication under this
reference to a party, clause, Deed or an agreement between
paragraph, schedule or annexure the parties means a written notice,
to or of this Deed; request, consent, approval or
agreement; and
(c) (headings) clause headings and
the table of contents are inserted (m) (South African currency) a
for convenience only and do not reference to R or currency
affect interpretation of this Deed; amounts is to South African
currency.
(d) (person) a reference to a person
includes a natural person, 2. Buy-Back
corporation, statutory corporation,
2.1 Sale and Purchase
partnership, the Crown and any
other organisation or legal entity Subject to clause 3, the Shareholder
and their personal agrees to sell to the Company free from
representatives, successors, all Encumbrances and the Company
substitutes (including persons agrees to buy from the Shareholder the
taking by novation) and permitted Settlement Shares for the Consideration,
assigns; in accordance with the terms and
conditions of this Deed and subject to the
(e) (party) a reference to a party to a
applicable provisions of Division 2 of Part
document includes that party’s
2J.1 of the Corporations Act.
personal representatives,
executors, administrators, 2.2 Title and property
successors, substitutes (including
(a) The Shareholder warrants that as
persons taking by novation) and
at the date of entry into this Deed
permitted assigns;
it is the legal holder of the
(f) (including) including and includes Settlement Shares and that it has
(and any other similar taken all necessary action to
expressions) are not words of authorise its entry into and
limitation, and a list of examples is performance of this Deed and will
not limited to those items or to be able and entitled to deliver free
items of a similar kind; and unencumbered title in and to
the Settlement Shares in
(g) (corresponding meanings) a
accordance with the provisions of
word that is derived from a
this Deed.
defined word has a corresponding
meaning; (b) If the Shareholder is married
under South African law, the
(h) (singular) the singular includes
Shareholder warrants that either:
the plural and the converse;
(i) they are not married in
(i) (rules of construction) neither
community of property; or
this Deed nor any part of it is to be
construed against a party on the
(ii) they have their spouse’s
basis that the party or its lawyers
consent to the transfer of
were responsible for its drafting;
the Settlement Shares in
(j) (legislation) a reference to any accordance with the
legislation or provision of provisions of this Deed.
legislation includes all
amendments, consolidations or (c) Title to and property in the
replacements and all regulations Settlement Shares will remain
or instruments issued under it; with the Shareholder until
completion of the sale and
(k) (time and date) a reference to a
purchase of the Shares
time or date is a reference to the
respectively and will pass to the
time and date in Johannesburg,
Company with effect on and from
South Africa;
completion of the sale and
(l) (writing) a reference to a notice, purchase of the Settlement
consent, request, approval or Shares.
3. Conditions Precedent (b) If on the Completion Date the
Shareholder fails or is unable to
3.1 Conditions
deliver to the Company the
Completion of the sale and purchase of certificates relating to the
the Settlement Shares is conditional on Settlement Shares (if applicable),
any necessary approvals or resolutions the Shareholder consents to and
that may be required by the date that is authorises the Company to
12 months after the Share Scheme Sale cancel, or procure the cancellation
and Loan Deed, including: of, the Shareholder's certificates
relating to the Settlement Shares.
(a) a resolution approving the Buy-
Back and the terms of this Deed 4.3 Interdependency
being passed and remaining valid
The obligations of the parties under this
in accordance with section 257D
clause 4 are interdependent and all
of the Corporations Act (and the
actions at Completion will be given to
Company having complied in all
take place simultaneously. No delivery or
material respects with the
payment under this clause will be
requirements necessary in order
regarded as having been made until all
for such resolutions to be validly
deliverables and payments have been
passed); and
made (or have been waived).
(b) to the extent applicable, exchange
4.4 Cancellation of Buy-Back Shares
control approval from an
authorised dealer in relation to The parties agree that after registration of
any cross-border loans that may the transfer of the Settlement Shares:
arise in relation the Buy-Back.
(a) the Settlement Shares will be
cancelled immediately in
accordance with section 257H of
4. Completion the Corporations Act and the
Company must, as soon as
4.1 Time of Completion
practicable after such
Completion must occur at 10.00 am cancellation, notify ASIC of the
(Perth time) 5 Business Days after the cancellation; and
satisfaction of the Conditions set out in
(b) the Shareholder's share
clause 3.1 or at such other time as the
certificates be cancelled (if
Company determines, acting reasonably.
applicable) and a new certificate
4.2 Shareholder's Obligations or holding statement will be
prepared and issued to the
(a) On or before the Completion Date
Shareholder for the Shares held
the Shareholder must deliver (or
by the Shareholder following
procure the delivery) to the
Completion in accordance with
Company:
the Company's constitution and
(i) the certificates relating to the the Corporations Act.
Settlement Shares (if
4.5 Further disclosure
applicable);
If prior to Completion of the sale and
(ii) a release of any purchase of the Settlement Shares an
Encumbrances affecting the event occurs that the Company
Settlement Shares; and considers, acting reasonably, renders
information disclosed as part of the Buy-
(iii) promptly deliver such Back misleading or deceptive (including
documents duly executed by any adverse tax treatments or
the Shareholder, and promptly consequences), the parties agree that
do any other acts, as may this Deed will, subject to the provisions of
reasonably be required by the clauses 3 and 5 (it being agreed that any
Company in order to effect the such misleading or deceptive information
transfer of the Settlement shall entitle the Company to terminate
Shares in accordance with this this Deed in accordance with the
Deed. provisions of clause 5), continue to have
effect and be binding on the parties, property owned or used by the
notwithstanding any additional Company or any of its
shareholder approval or notices that the subsidiaries in their businesses;
Company may be required to obtain or
(c) with effect from the date of
submit in accordance with the
execution of this Deed they will
Corporations Act.
not disparage each other in
4.6 Company to procure relation to the Buy-Back or the
failure to complete the Buy-Back,
The Company must use all reasonable
except if it is required by law or in
endeavours to procure that the Lender
legal proceedings; and
releases the Shareholder from its
corresponding obligations under the (d) they have freely entered into this
Shareholder's Loans with effect from the Deed after having the opportunity
Completion Date and does all other to carefully consider its contents
things as are necessary for the and to obtain legal advice on the
application of the proceeds in reduction matters in this Deed.
of the Shareholder’s Loans.
6.2 Entire understanding
5. Termination
This Deed and the Share Scheme Sale
(a) The Company may terminate this and Loan Deed contains the entire
Deed by giving written notice to understanding between the parties
the Shareholder at any time concerning the subject matter of this
before Completion if: Deed and supersedes, terminates and
replaces all prior agreements and
(i) any necessary approval or communications between the parties
resolutions required under concerning the Buy-Back. Each party
clause 3 having been acknowledges that, except as expressly
acquired or fulfilled does stated in this Deed and the Share
not remain valid or Scheme Sale and Loan Deed, it has not
effective and the Condition relied on any representation, warranty,
is not subsequently undertaking or statement made by or on
satisfied or fulfilled within a behalf of another party in relation to this
period of 90 days from the Deed or its subject matter and the entry
date the necessary into this Deed constitutes the fulfilment of
approval or resolution the Company’s obligations thereunder (if
ceases to be valid; or any).
(ii) any information disclosed 6.3 No variation
as part of the Buy-Back is
This Deed cannot be amended or varied
determined by the Board
except in writing signed by the parties.
(acting reasonably) to be
misleading or deceptive. 6.4 Confidentiality
The parties agree to keep confidential:
(b) This agreement will terminate
automatically if a Condition is not (a) all matters, negotiations or
fulfilled by the corresponding date discussions whatsoever relating to
specified in clause 3, unless the reason or reasons for this
otherwise agreed between the Deed; and
parties prior to that date.
(b) the terms of this Deed,
6. General otherwise than as may be necessary to
disclose to a party’s legal or accounting
6.1 Nature of Deed
adviser and as may be required to be
The parties agree and acknowledge that: disclosed by law, the rules of any stock
exchange or as may be required to be
(a) this Deed is intended to be legally
disclosed for any legal proceedings.
binding;
(b) the Shareholder has no right,
claim or title to any intellectual
6.5 Costs
The Company is to bear the costs of
preparing this Deed.
6.6 Tax
Unless otherwise expressly stated, all
prices, sums payable or other
consideration to be provided in
this Deed are exclusive of any
Tax.
6.7 Severance
If a provision of this Deed is invalid,
illegal or unenforceable it must, to the
extent that it is invalid, illegal or
unenforceable, be treated as severed
from this Deed. Severance of a provision
will not affect the validity and
enforceability of the remaining provisions.
6.8 Counterparts
This Deed may be executed in any
number of counterparts. All counterparts
taken together constitute one instrument.
6.9 Governing law and jurisdiction
(a) The laws applicable in Western
Australia govern this Deed.
(b) The parties submit to the non-
exclusive jurisdiction of the courts
of Western Australia and any
courts competent to hear appeals
from those courts.
Annexure B – Warranties
1) The Shareholder warrants in favour of the Company that:
a. (Title): The Shareholder is the legal and beneficial owner of the Settlement Shares
which are free of all encumbrances and other third party interests or rights and which
are fully paid and no money is owing in respect of them.
b. (No Insolvency Event): No Insolvency Event has occurred in relation to the
Shareholder nor, to the best of the Shareholder's knowledge and belief, is there any act
which has occurred or any omission made which may result in an Insolvency Event
occurring in relation to the Shareholder.
c. (Authorisations): The Shareholder has taken all necessary action to authorise the
execution, delivery and performance of this Deed in accordance with its terms.
d. (South African Shareholders) If the Shareholder is married under South African law,
the Shareholder warrants that either:
(i) they are not married in community of property; or
(ii) they have their spouse’s consent to the transfer of the Settlement Shares
in accordance with the provisions of this Deed.
2) The Company warrants in favour of the Shareholder that:
a. (No Insolvency Event): No Insolvency Event has occurred in relation to the Company
nor is there any act which has occurred or any omission made which may result in an
event of insolvency occurring in relation to the Company.
b. (Authorisations): Except as stated in the Conditions, the Company has taken all
necessary action to authorise the execution, delivery and performance of this Deed in
accordance with its terms.
Date: 09-07-2021 08:15:00
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