Exhibit 10.47
▇▇▇▇▇▇▇ FOODS GROUP PTY LTD -
SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT is made on the 30th day of March, 2001.
PARTIES
1. ▇▇▇▇▇▇▇ FOODS GROUP PTY LTD ACN 009 937 900 of ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ in the State of Brisbane.
2. SIZZLER INTERNATIONAL, INC. of Suite 200, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America.
3. RESTAURANT CONCEPTS INTERNATIONAL, INC., ARBN 080 473 650 of ▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ in the State of Brisbane.
4. AUSTRALIAN MANAGEMENT GROUP MEMBERS, the individuals whose names and
addresses are set out in the Schedule to this Agreement (as represented by
the members of the Executive Group).
BACKGROUND
A. RCI currently owns 17,300,010 shares in CFG, being 100% of the issued
shareholding of CFG.
B. SII, as the ultimate parent company, owns 100% of the issued shareholding
in each of RCI and CFG.
C. SII has agreed to establish an arrangement whereby AMG is entitled to
acquire up to 5,148,577 shares in CFG, provided that certain qualifications
are met.
D. For that purpose, SII has authorised CFG to develop and implement the
▇▇▇▇▇▇▇ Foods Share Option Plan and the Productivity Bonus Option Plan.
E. AMG Members are entitled to purchase Shares upon exercise of Options and
Productivity Bonus Options.
F. The Parties have agreed to enter into this Agreement to provide for the
terms and conditions under which Shares will be held and disposed of, and
certain other matters.
IT IS AGREED
1. INTERPRETATION
1.1 Definitions
In this Agreement, unless the context otherwise requires:
Agreement means this agreement.
Australian Management Group (AMG) consists of the Senior Management Group
and the Selected Employees.
AMG Member refers to each individual specified in the Schedule to this
Agreement as a member of AMG.
AMG Option Date means August 21, 2003, or such earlier date after August
21, 2000 on which a Trigger Event (as defined in the Plans) occurs.
AMG Option Exercise Date means the date or dates not before the AMG Option
Date and not after August 20, 2004 on which Options are exercised by AMG
Members.
AMG Option Exercise Notice means the notice to be delivered to SII by the
AMG Representative upon exercise of the AMG Share Purchase Option.
AMG Representative means the members of the Executive Group.
AMG Share Purchase Option means the option granted to AMG to purchase the
RCI Shares under the provisions of this Agreement.
AMG Transfer Notice means the notice to be given by a Disposing Shareholder
to the Directors of CFG with relation to any proposal for transfer of
Shares.
Business means the KFC Restaurant business in Queensland and the Sizzler
Restaurant business in Australia, which are conducted by the subsidiaries
of the Company.
CFG or the Company means ▇▇▇▇▇▇▇ Foods Group Pty Ltd, including (where the
context permits) its subsidiaries.
▇▇▇▇▇▇▇ Foods Share Option Plan means the Plan adopted by the Company
pursuant to which AMG Members have the opportunity to exercise Options for
the purchase of Shares.
Competing Offer means an alternative offer by AMG for the purchase of the
beneficial ownership of the Business, following receipt of a Sale Offer
Notice from SII.
Competing Offer Notice means a notice delivered to SII by the AMG
Representative confirming the presentation of a Competing Offer by AMG.
Constitution means the constitution of the Company as altered from time to
time in accordance with its provisions, this Agreement and the Corporations
Law.
Directors mean the Directors of the Company as appointed from time to
time.
Disposing Shareholder means:-
(a) any AMG Member who wishes to offer his Shares for sale in accordance
with the provisions of this Agreement; and
(b) the personal representatives of a deceased AMG Member; and
(c) a Trustee in Bankruptcy appointed to represent a bankrupt AMG Member.
Executive Group means ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇
▇▇▇▇▇▇▇ (or any person who may be appointed to replace any of those
nominated persons during the operation of this Agreement).
Fair Market Value means the market value of shares in the Company at any
relevant date as determined by an Independent Valuer having suitable
expertise and qualifications in that regard, or otherwise in accordance
with the procedures specified in clause 5.3 of this Agreement.
Independent Valuer means a suitably qualified valuer having not less than 5
years practical experience of similar valuations to be appointed jointly by
the Parties or, failing agreement between then, by the President of the
Queensland Institute of Chartered Accountants.
Option or Options means the option or options to buy shares in the Company
which are granted to AMG Members under the Terms and Conditions of the
▇▇▇▇▇▇▇ Foods Share Option Plan.
Parties means the parties to this Agreement.
Plans means a joint reference to the ▇▇▇▇▇▇▇ Foods Share Option Plan and
the Productivity Bonus Option Plan, where required by the context of this
Agreement.
Productivity Bonus Option or Options means the Productivity Bonus Option or
Options to buy shares in the Company which are granted to AMG Members under
the Terms and Conditions of the Productivity Bonus Option Plan.
Productivity Bonus Option Plan means the Plan adopted by the Company
pursuant to which AMG Members have the opportunity to exercise Productivity
Bonus Options for the purchase of Shares.
RCI means Restaurant Concepts International, Inc., a Nevada corporation
which is the current holder of all of the issued shares in CFG.
RCI Shares means those issued shares in CFG which are owned by RCI and/or
by any other nominee of SII during the term of this Agreement.
Repurchase Option Notice means the notice to be delivered by SII to the AMG
Representative confirming that SII wishes to purchase all of the Shares in
CFG owned by one or more of the individual AMG Members.
Right of First Refusal means the right of SII to purchase the Shares held
by any AMG Member offering those Shares for sale. The Right of First
Refusal will be capable of being exercised in accordance with an agreed
price for the purchase of the Shares offered to the vendor of those Shares
by any other AMG Member.
Sale Offer Notice means the notice delivered by SII to the AMG
Representative to notify the terms of any proposal for the sale of the
beneficial ownership of the Business by SII to a Third Party Purchaser.
Selected Employees means those district managers and head office personnel
as are selected by the Senior Management Group to participate in AMG.
Senior Management Group means ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ Hands, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇▇▇.
Shareholders means individual AMG Members, RCI and/or any other nominee of
SII which may own shares in CFG from time to time.
Shares means any shares in the Company that may be issued to or acquired by
an AMG Member upon the exercise of an Option or a Productivity Bonus
Option.
SII means Sizzler International, Inc., the ultimate parent company of RCI
and CFG.
SII Share Purchase Option means the option granted to SII to purchase
Shares owned by AMG under the provisions of this Agreement.
Strike Price means the price at which any Option/Productivity Bonus Option
may be exercised.
Third Party Purchaser means any purchaser or group of purchasers, other
than an entity which is a fully owned subsidiary of SII.
Transfer means any sale, transfer, conveyance, pledge or other disposition
of CFG stock by a Party to this Agreement.
1.2 Interpretation
In this Agreement, unless the contrary intention appears:-
(a) a reference to a person includes a corporation and a reference to a
particular gender includes other genders;
(b) a reference to an agreement or any provision of an agreement includes
a reference to that agreement as varied, supplemented, novated,
assigned or replaced;
(c) a reference to a clause or a schedule will be construed as a reference
to a clause of or a schedule to this Agreement unless otherwise
specified;
(d) a reference to any statute or statutory provision, or any section,
Part or division of any statute or statutory provision include all
consolidations, re-enactments and substitutions and amendments from
time to time and the regulations, by-laws and orders for the time
being in force;
(e) a reference to a party where more than one party is bound by any term
or condition is a reference to those Parties jointly and severally;
(f) a reference to a party includes that Party's executors,
administrators, successors and permitted assigns;
(g) all references to dollars or $ signs refer to Australian dollars;
(h) words denoting the singular include the plural and vice versa; and
(i) headings are inserted for guidance only and do not affect the content
or meaning of any clauses.
2. ACQUISITION OF SHARES BY AMG MEMBERS
2.1 Following the AMG Option Date, AMG Members shall be entitled to exercise
Options issued under the ▇▇▇▇▇▇▇ Foods Share Option Plan, and Productivity
Bonus Options (if any) issued under the Productivity Bonus Option Plan in
the manner specified in such Plans.
2.2 The various exercises of Options and Productivity Bonus Options by the AMG
Members will be met by a new issue of Shares in CFG. The Shares allocated
to each AMG Member shall be ordinary shares in the Company, carrying
equivalent rights to payment of dividends, voting at General Meetings and
distribution of capital in the event of winding up.
2.3 As soon as any individual AMG Member exercises his Options or Productivity
Bonus Options, and becomes entitled to registration as a shareholder in
CFG, the relevant AMG Member shall automatically be confirmed as a party to
this Shareholders' Agreement without any further step being taken, or any
additional documentation being signed.
2.4 CFG shall ensure that the Register of AMG Members set out in the Schedule
is updated from time to time, particularly with relation to the number of
Shares held by each continuing AMG Member after the initial issue of Shares
and after any subsequent disposal of Shares permitted by the terms and
conditions of this Agreement.
3. DURATION OF AGREEMENT
3.1 This Agreement shall become effective on signing by the Parties and shall
continue in full force and effect at all times during any period when
shares in CFG are owned by AMG Members and RCI (and/or any other nominee of
SII).
3.2 The Shareholders' Agreement will terminate automatically if either of the
following events occur:-
(a) AMG acquires all of the RCI Shares; or
(b) SII, RCI and/or any other nominee of SII acquire all of the Shares.
3.3 Once a Party has disposed of all of its shares in CFG in accordance with
this Agreement, it will not be obliged to observe the terms and conditions
of this Agreement with respect to any future matters. This clause does not
affect its liability with respect to any rights which may have accrued
under this Agreement prior to or as a result of the disposal of the Shares,
and in particular clauses 11.8(b) and 12.1 of this Agreement shall continue
to apply.
4. RESTRICTION ON TRANSFER OF SHARES
4.1 No AMG Member shall be entitled to Transfer any Shares during the period of
6 months after the initial date of issue of those Shares. After that time,
a Transfer of shares may only occur on the basis set out in this Agreement.
4.2 Notwithstanding the terms of the Constitution of CFG, the AMG Members agree
that the pre-emptive rights and obligations specified in Clauses 4.3 to
4.14 inclusive will attach to their Shares.
4.3 An AMG Member may only Transfer his Shares to another AMG Member.
4.4 In order to ascertain whether any other AMG Member is willing to purchase
the Shares, the Disposing Shareholder must give an AMG Transfer Notice to
the Directors of CFG. The AMG Transfer Notice must state relevant details
concerning the proposed sale, including the number of shares offered for
sale and the price per share which the Disposing Shareholder is prepared to
accept. Once the AMG Transfer Notice has been issued, it will not be
revocable except with the unanimous written consent of all Directors
entitled to vote.
4.5 The AMG Transfer Notice must constitute CFG as agent for the Disposing
Shareholder for the sale of the Shares referred to in the notice.
4.6 The Shares referred to in the AMG Transfer Notice must be offered by the
Directors of CFG to each of the other AMG Members. (No offer is required to
be made to an AMG Member who, at the time of distribution of the offer,
holds options which have not been exercised, but is not the current owner
of any Shares.)
4.7 Any AMG Member who receives the AMG Transfer Notice will have a period of
30 days to confirm in writing whether he is willing to purchase any, and if
so what number, of the Shares offered for sale by the Disposing Shareholder
at the price nominated in the notice.
4.8 The Disposing Shareholder is not bound to transfer the Shares which are the
subject of the AMG Transfer Notice unless all the Shares the subject of
that notice are to be purchased by the continuing AMG Members.
4.9 In the event that more than one AMG Member wishes to purchase the Shares
offered by the Disposing Shareholder, and the offers received from those
Members exceed the number of Shares specified in the AMG Transfer Notice,
the Directors of CFG will allocate the Shares between those AMG Members
proportionately, based on the number of Shares which each of the relevant
Members had applied to purchase.
4.10 Upon receipt of an acceptable offer from one or more AMG Members, the
Disposing Shareholder must then give notice in writing to SII of the
prospective sale of the Shares. The notice to SII shall consist of a copy
of the relevant AMG Transfer Notice, together with specific details of the
terms and conditions for sale of the Shares which the Disposing Shareholder
has agreed to accept from the continuing AMG Members.
4.11 SII shall have the Right of First Refusal to purchase those Shares on terms
and conditions no less favourable than those agreed between the Disposing
Shareholder and the relevant AMG Members. In the event that SII wishes to
exercise its Right of First Refusal, it will give notice in writing to the
Disposing Shareholder confirming its agreement to purchase the Shares and
advising the name of the required transferee of the Shares.
4.12 SII or its nominee must pay the agreed consideration for acquisition of the
Shares within 60 days after first giving notice of its intention to
exercise the Right of First Refusal.
4.13 On closing of the sale of the Shares, the Disposing Shareholder shall
deliver to SII or its nominee a signed transfer of the Shares, any Share
Certificate which has been issued to him, as well as any declaration
required to be produced to the Office of State
Revenue in Queensland relative to the transfer. The transferee shall be
liable to pay the stamp duty assessed on the share transfer document.
4.14 In the event that SII does not wish to exercise its Right of First Refusal,
the Disposing Shareholder shall be entitled to proceed with its sale to the
relevant AMG Member or Members who originally agreed to acquire the Shares,
settlement of that transaction to occur within 30 days of the Disposing
Shareholder being advised that SII does not wish to acquire the relevant
Shares. Settlement shall not occur after that date, or on different terms
and conditions from those notified to SII in accordance with Clause 4.10,
without the offer of a further Right of First Refusal being given to SII.
5. PURCHASE OF SHARES BY SII
5.1 SII has the right to purchase Shares owned by any AMG Member for Fair
Market Value at any time.
5.2 In the event that SII wishes to exercise this right, it will give a
Repurchase Option Notice to any relevant AMG Member. The Repurchase Option
Notice shall specify:-
(a) The date on which the share repurchase is to take place, being a date
not earlier than 30 days after the delivery of the Repurchase Option
Notice;
(b) The identity of the transferee of the Shares;
(c) The Fair Market Value of the Shares as at a date not earlier than 60
days prior to the issue of the Repurchase Option Notice, as calculated
by an Independent Valuer.
5.3 If either SII or AMG disagrees with the initial valuation proposed by the
Independent Valuer, then either party may at its own cost offer a second
valuation. If the 2 valuations differ by less than 25%, Fair Market Value
shall be the average of the two amounts specified. In the event that there
is a difference of 25% or more, the Parties can either agree to use the
average of those 2 valuations, or jointly select a third suitably qualified
valuer to provide an additional valuation. In the latter case, Fair Market
Value shall be the average of the three amounts specified.
5.4 SII may only issue a Repurchase Option Notice with relation to all of the
Shares held by any relevant AMG Member as at the date of that notice.
5.5 On closing of the repurchase transaction, the seller of the Shares shall
deliver to SII or its nominee a signed transfer of the Shares, any Share
Certificate which has been issued to him, as well as any declaration
required to be produced to the Office of State Revenue in Queensland
relative to the transfer. The transferee shall be liable to pay the stamp
duty assessed on the share transfer document.
5.6 In the event that SII exercises the right specified in clause 5.1, but
subsequently sells the shares to a Third Party Purchaser within 6 months of
the closing of the AMG repurchase transaction, SII agrees that it shall:
(a) provide written notice to the AMG Representative of any amount
required to be paid by the Third Party Purchaser for acquisition of
the Shares which exceeds (on a pro rata basis) the amount paid for the
Shares by SII to those AMG Members who remain in the employ of the
Company as at the date of
sale by SII (referred to for the purposes of Clause 5.6(b) of this
Agreement as "the relevant AMG Members"); and
(b) pay to the AMG Representative within 30 days after closing of the sale
of the Shares to the Third Party Purchaser the amount specified in the
notice given under the terms of Clause 5.6(a) for distribution by the
AMG Representative to each of the relevant AMG Members, with the
intent that each of those AMG Members will receive the additional
amount of consideration that would have been payable to each of them
if they had sold their Shares to the Third Party Purchaser directly.
5.7 The obligation specified in clause 5.6 will not apply to any sale of the
Shares by SII to a Third Party Purchaser which occurs after the exercise by
SII of the SII Share Purchase Option in accordance with the provisions of
clause 8 of this Agreement.
6. AMG'S MATCHING OFFER RIGHT
6.1 With respect to any transaction described in this Clause 6.1 which is
proposed to be carried out during the period between the AMG Option Date
and December 21, 2004, before carrying out the transaction (and subject to
the terms of any confidentiality agreement which SII may reasonably
require), SII will issue a Sale Offer Notice to the AMG Representative.
This obligation will apply to any transaction which has the effect of
transferring beneficial ownership of CFG or the Business to a Third Party
Purchaser, whether the transaction is conducted by way of a sale of the
Business or a sale of the shares in CFG (or a parent company of CFG).
It will not be necessary for SII to issue a Sale Offer Notice if any of the
following events occur:-
(a) A collateralisation of the Business or a charge over CFG stock as part
of a bona fide financing or refinancing transaction;
(b) A sale of the Business or transfer of CFG stock as part of an internal
reorganisation in which ultimate beneficial ownership remains with
SII; or
(c) Any change in the beneficial ownership of SII itself.
6.2 The Sale Offer Notice will contain the following information:-
(a) The identity of the proposed purchaser of the interest in CFG or the
Business;
(b) The consideration offered for the purchase of the beneficial ownership
of CFG or the Business;
(c) The date on which the proposed transaction is due to be concluded.
6.3 In the event that AMG wishes to present an alternative proposal for the
purchase of the Business, AMG will have the right to deliver a Competing
Offer Notice to SII, within 30 days of receipt of the Sale Offer Notice by
the AMG Representative, or by December 21, 2004 (whichever is the earlier).
6.4 The Competing Offer Notice will contain the following information:-
(a) Confirmation that AMG wishes to purchase the beneficial ownership of
the Business;
(b) The consideration which is offered to SII for the purchase of the
beneficial ownership of the Business;
(c) A detailed analysis of the comparability of offer by AMG, in the event
that the nature of consideration is different from the consideration
offered by the Third Party Purchaser as specified in the Sale Offer
Notice;
(d) Evidence as to the availability of financing sufficient to complete
the AMG proposal.
6.5 On receipt of the Competing Offer Notice, SII shall cause its Board of
Directors to promptly review and consider the Competing Offer proposed by
AMG and make a determination in good faith as to whether:-
(a) The Competing Offer, taken as a whole, is at least as favourable to
SII as the offer received from the Third Party Purchaser; and
(b) It is in the best interests of SII and its shareholders to accept the
Competing Offer.
6.6 In making such a determination, the Board of Directors of SII shall be
entitled to take into account all relevant terms, conditions, facts and
circumstances relating to the proposed transaction, including timing,
conditions precedent, the availability of suitable funding for AMG and, in
its sole discretion, determine the materiality and significance of any
factor.
6.7 In the event that the Board of Directors of SII accepts the Competing Offer
from AMG, the Parties will enter into good faith negotiations as to the
terms and conditions of a suitable contract relating to the sale to AMG of
the RCI Shares or the assets employed in the conduct of the Business.
6.8 In the event that the Competing Offer is not accepted by SII, or if AMG
elects not to match the third party offer, the AMG Members will accept the
same effective price per unit for shares in CFG as is accepted by SII from
the Third Party Purchaser. AMG Members shall vote in favour of any
resolution required to be passed at a meeting of shareholders of CFG to
approve the third party transaction or implement the provisions of this
Section 6 (or the terms of this Agreement in general).
7. AMG SHARE PURCHASE OPTION
7.1 The AMG Representative may exercise the AMG Share Purchase Option at any
time between the AMG Option Date and November 21, 2004 by issuing to SII
the AMG Option Exercise Notice.
7.2 The AMG Option Exercise Notice will set out the following information:-
(a) The price per share offered for each of the RCI Shares;
(b) Any additional or alternative consideration which is offered for the
purchase of the RCI Shares;
(c) The intended date for closing of the acquisition, being a date not
more than 3 months after the date of service on SII of the AMG Option
Exercise Notice.
7.3 In the event that the AMG Representative issues an AMG Option Exercise
Notice, but the transaction does not proceed within the required time
period, AMG shall remain entitled to deliver a further AMG Option Exercise
Notice to SII on the following basis:-
(a) The notice must be served prior to November 21, 2004; and
(b) The notice must not be delivered within a 6 month period following the
issue of any previous AMG Option Exercise Notice.
7.4 In the event that the transaction does proceed to closing, RCI shall
deliver to the AMG Representative on completion a signed transfer of the
Shares, any Share Certificate which has been issued to it, as well as any
declaration required to be produced to the Office of State Revenue in
Queensland relative to the transfer. (The transferee shall be liable to pay
the stamp duty assessed on the share transfer document.)
8. SII SHARE PURCHASE OPTION
8.1 Delivery of an AMG Option Exercise Notice by the AMG Representative will
automatically trigger the right for SII to exercise the SII Share Purchase
Option.
8.2 The right to exercise the SII Share Purchase Option will arise immediately
upon receipt of the AMG Option Exercise Notice by SII, and will remain open
for exercise for a period of 30 days.
8.3 If SII chooses to exercise the SII Share Purchase Option, SII (or its
nominee) will have the right to purchase all Shares owned by any AMG Member
at the same price per share and on the same terms and conditions that were
set out in the AMG Option Exercise Notice.
8.4 In the event that SII does exercise the SII Share Purchase Option, closing
of the transaction will occur not more than 60 days after the later of the
following dates:-
(a) The date on which SII gives written notice of the exercise of the SII
Share Purchase Option; and
(b) The date which is not less than 30 days after the expiration of the
minimum 6 month period for which Shares are required to be held by
individual AMG Members before they are permitted to be sold or
transferred.
8.5 On closing of the transaction, each individual AMG Member shall deliver to
SII (or its nominee) the following:-
(a) A share transfer relating to the Shares held by that AMG Member;
(b) Any share certificate issued with relation to that shareholding; and
(c) Any declaration required to be presented to the Queensland Office of
State Revenue with relation to the transfer of the shareholding in
CFG. (The
transferee shall be liable to pay the stamp duty assessed on the share
transfer document.)
9. AUTHORITY OF AMG REPRESENTATIVE
9.1 The members of the Executive Group (as it may be constituted from time to
time) shall have exclusive authority to act as the AMG Representative.
9.2 Any notice to be given by SII or RCI to the AMG Representative will be
effective if delivered to any 2 members of the Executive Group, by a method
specified in Clause 11.6.
9.3 In general terms, any decision required to be made by the AMG
Representative will be concluded by a simple majority of the members of the
Executive Group. (In the case of a deadlock between the members of the
Executive Group, the Chief Executive Officer of CFG will have a casting
vote.)
9.4 The AMG Representative may issue the following notices only after a
unanimous resolution has been passed by the members of the Executive
Group:-
(a) AMG Option Exercise Notice;
(b) Competing Offer Notice.
10. DIVIDEND POLICY
Unless the Directors otherwise determine, when considering the amount of
any proposed dividend, the Directors will have regard to:-
(a) The Company's profits;
(b) The Company's financial and other obligations and requirements;
(c) The Shareholders' financial and other obligations and requirements;
and
(d) The Corporations Law.
11. GENERAL PROVISIONS
11.1 Waiver and Variation
(a) The variation or waiver of a provision of this Agreement or a Party's
consent to a departure from a provision by another Party will be
ineffective unless in writing and executed by the Parties.
(b) A Party's failure or delay to exercise a power or right does not
operate as a waiver of that power or right.
(c) The exercise of a power or right does not preclude its future exercise
or the exercise of any other power or right.
11.2 Time of the Essence
(a) Time is of the essence of this Agreement.
(b) The Parties may agree in writing to vary any time requirement and any
time requirement so varied will be of the essence of this Agreement.
(c) If the time for performing any act under this Agreement expires on a
Saturday, Sunday or public holiday, then the time for performing that
act is extended until the next business day.
11.3 Assignment
The Parties may not assign or otherwise dispose of or deal with their
respective interests in or rights or obligations pursuant to this Agreement
without the written consent of the other Parties. The AMG Representative on
behalf of the AMG Members may exercise any right of the AMG Members to
consent to any such proposed assignment by SII.
11.4 Severability
(a) Each word, phrase, sentence, paragraph and clause ("provision") of
this Agreement is severable.
(b) If a court determines that a provision is unenforceable, illegal or
void then the court may sever that provision which:
(i) becomes inoperative; and
(ii) will not affect the other provisions of this Agreement.
11.5 Entire Agreement
This Agreement constitutes the entire agreement between the Parties as to
its subject matter and supersedes all prior representations and agreements
in connection with that subject matter.
11.6 Notices
(a) Any notice under this Agreement must be in writing and must be:
(i) delivered personally to the recipient; or
(ii) sent by prepaid ordinary post (airmail if posted to or from a
place outside Australia) to the address of the recipient; or
(iii) sent by facsimile to the facsimile number of the recipient,
or if the recipient notifies another address or facsimile number, then
to that address or facsimile number.
(b) The addresses and facsimile numbers of the Parties are:
(i) ▇▇▇▇▇▇▇ Foods Group Pty Ltd
Address: ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Facsimile No: (▇▇) ▇▇▇▇ ▇▇▇▇
(ii) Sizzler International, Inc.
Address: Suite 200, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Facsimile No: (▇▇▇▇) ▇ ▇▇▇ ▇▇▇ ▇▇▇▇
(iii) Restaurant Concepts International, Inc.,
Address: ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Facsimile No: (▇▇) ▇▇▇▇ ▇▇▇▇
(iv) Australian Management Group Members
Individual names and addresses are set out in the
Schedule to this Agreement.
(c) A notice is taken to have been received:
(i) in the case of a posted letter, on the second
(seventh, if posted to or from a place outside
Australia) business day after posting; and
(ii) in the case of a facsimile, on production of a
transmission report by the machine from which the
facsimile was sent which indicates that the facsimile
was sent in its entirety to the facsimile number of
the recipient.
11.7 Counterparts
This Agreement may be executed in any number of counterpart copies and
all of those counterparts, taken together, will constitute the one
instrument.
11.8 Governing Law and Jurisdiction
(a) This Agreement is governed by the law of Queensland.
(b) Each Party submits to the non-exclusive jurisdiction of the
courts of Queensland (including any courts of appeal).
12. DISPUTES
12.1 In the event of any dispute or difference arising between the Parties in
respect to any matter arising out of this Agreement, such dispute shall
be referred to an independent
by the President for the time being of the Queensland Law Society. In the
event that the mediation should not resolve the dispute within one month
of the dispute arising, the dispute shall be referred to an independent
arbitrator appointed by agreement between the Parties and failing
agreement by the President for the time being of the Queensland Law
Society. The Parties hereby agree that the arbitrator shall be acting as
an expert and, in the absence of any manifest error, the decision of the
arbitrator shall be final and binding on both Parties. The costs of any
such mediator or arbitrator shall be shared equally by the Parties. Any
other costs shall be met by the Party who incurs them.
SCHEDULE
AUSTRALIAN MANAGEMENT GROUP MEMBERS
IN WITNESS WHEREOF, the Parties have signed this Agreement on the date first set
out above.
THE COMMON SEAL of ▇▇▇▇▇▇▇ )
FOODS GROUP PTY LTD is affixed as )
required by the terms of its Constitution: )
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
__________________________________________ ________________________________
Signature of Director Signature of Director
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
__________________________________________ ________________________________
Name of Director Name of Director
THE COMMON SEAL of SIZZLER )
INTERNATIONAL, INC. is affixed as )
required by the terms of its Constitution: )
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
__________________________________________ __________________________________________
Signature of Authorised Representative Signature of Authorised Representative
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
__________________________________________ __________________________________________
Name of Authorised Representative Name of Authorised Representative
THE COMMON SEAL of RESTAURANT )
CONCEPTS INTERNATIONAL, INC. is )
affixed as required by the terms of its )
Constitution: )
/s/ SIMON ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
__________________________________________ __________________________________________
Signature of Authorised Representative Signature of Authorised Representative
SIMON ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
__________________________________________ __________________________________________
Name of Authorised Representative Name of Authorised Representative
SIGNED for and on behalf of the individual )
AUSTRALIAN MANAGEMENT GROUP )
MEMBERS by the members of the Executive )
Group: )
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
__________________________________________ ________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇ /s/ SIMON ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
__________________________________________ ________________________________
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
BETWEEN
▇▇▇▇▇▇▇ FOODS GROUP PTY LTD
AND
SIZZLER INTERNATIONAL, INC.
AND
RESTAURANT CONCEPTS INTERNATIONAL, INC.
AND
AUSTRALIAN MANAGEMENT GROUP MEMBERS
▇▇▇▇▇▇▇ FOODS GROUP PTY LTD -
SHAREHOLDERS' AGREEMENT
HoganBesleyBoyd
Second Floor ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇ Street Entrance) Brisbane
GPO Box 458 Brisbane Queensland 4001
TABLE OF CONTENTS
CLAUSE PAGE
-----------------------------------------------------------------
1. INTERPRETATION 1
2. ACQUISITION OF SHARES BY AMG MEMBERS 4
3. DURATION OF AGREEMENT 5
4. RESTRICTION ON TRANSFER OF SHARES 5
5. PURCHASE OF SHARES BY SII 7
6. AMG'S MATCHING OFFER RIGHT 8
7. AMG SHARE PURCHASE OPTION 9
8. SII SHARE PURCHASE OPTION 10
9. AUTHORITY OF AMG REPRESENTATIVE 11
10. DIVIDEND POLICY 11
11. GENERAL PROVISIONS 11
12. DISPUTES 13
SCHEDULE 15
