MultiEmedia ann re Strategic Alliance
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.