Skip to content

MultiEmedia ann re Strategic Alliance

Document date:  Fri 14 Jul 2000
Published:  Fri 14 Jul 2000 15:07:40
Document No:  212922
Document part:  A
Market Flag:  Y
Classification:  Issued Capital - Other , Other

MULTIEMEDIA.COM LIMITED                       2000-07-14  ASX-SIGNAL-G

HOMEX - Sydney                                                        

+++++++++++++++++++++++++
MultiEmedia.com Limited ACN 003 237 303 ("MCOM") and Australia and
New Zealand Banking Group Limited ACN 005 357 522 ("ANZ") have
entered into a Small Business Market Place Agreement and an Equity
Agreement. Both agreements are intended to operate for an initial
term of 3 years unless they are terminated or extended in accordance
with their terms.

Under the Market Place Agreement, MCOM and ANZ have agreed to
cooperate to develop and operate an internet on-line shopping mall
web-site and a web-site creation and deployment programme to service
the internet on-line presence and commercial needs of small to medium
businesses (the "Facilities").

Under the Equity Agreement, MCOM has agreed to issue the following
securities and rights to ANZ in consideration of ANZ agreeing to
enter into the Market Place Agreement and ANZ agreeing to guarantee
an income stream equal to a maximum of $1.8 million per annum from
the use of the Facilities during the term of the Equity Agreement:

(1) 31,871,904 ordinary shares in MCOM to be issued without
shareholder approval as permitted under Listing Rule 7.1;

(2) subject to shareholder approval, a sufficient number of
additional shares in MCOM to provide ANZ with a total of 15% of the
issued capital of MCOM on a fully diluted basis as at the date of
shareholder approval for that issue;

(3) subject to shareholder approval, a number of options in MCOM
equal to 15% of the number of existing options already on issue in
MCOM and held by third parties - ANZ will be able to take up (for no
additional consideration or exercise price) that number of ordinary
shares in MCOM equal to 15% of the number of ordinary shares that
MCOM must issue if those existing third party options are exercised -
ANZ may only exercise each of its options once the related existing
third party option has been exercised and then on or before 
14 July 2003;

(4) subject to shareholder approval, an anti-dilution option in MCOM
so that in the event of any subsequent issues during the term of the
Equity Agreement (whether on an issue of new shares or on the
exercise of options issued after the signing of the Equity
Agreement), ANZ will have the right to be issued at market value at
the relevant time, that number of ordinary shares in MCOM which is
required to maintain ANZ's holding of ordinary shares in MCOM as a
percentage of the then issued capital of MCOM, up to 120 million
ordinary shares; and

(5) subject to shareholder approval, 6 options in MCOM to take up
(for no additional consideration or exercise price but subject to ANZ
meeting certain web-site subscriber targets set out in the Equity
Agreement in respect of each option) ordinary shares in MCOM equal to
a total of 10% (if all 6 options are exercised) of the capital of
MCOM on a fully diluted basis (and assuming the exercise of all
options on issue in MCOM), which options may only be exercised on or
before 14 July 2003.