Expected News22 Feb 2021 10:12
This option must be agreed or lapsed by 28th Feb
within the Agreement to acquire Billingham Project
Key terms of the Call Option and Exclusivity Agreement
· Scott Bros grants to the Buyer an exclusive call option (the "Option") to require Scott Bros to enter into a binding conditional Land Purchase Agreement (the "LPA") to sell the Project Site to the Buyer.
· The Option may be exercised any time up to 28 February 2021 ("Option Lapse Date"), and the Buyer and Scott Bros have agreed to use all reasonable endeavours in good faith to agree the LPA by such date and to enter into the same on or before such date. If an option notice is not served before the Option Lapse Date, or it is served but the terms of the LPA are not (in the event) agreed by the Option Lapse Date, then the Option shall lapse and will be of no further effect.
· The consideration for the grant of the Option is £260,000, which is payable £100,000 on exchange of the Option and £160,000 if completion under the Option (and the LPA is agreed and entered into) no later than 28 February 2021.
· The Option Agreement contains the key commercial terms of the LPA together with an all reasonable endeavours good faith obligation to agree an LPA on such terms, but such terms will only become legally binding on the execution of the LPA.
· The Option Agreement provides that the purchase price for the Project Site will be £8,600,000, less the consideration of £260,000 for the grant of the Option.
· The proposed terms of the LPA provide that completion thereunder will be subject to the satisfaction of certain conditions precedent relating to the development and financing of the Project, including that the Buyer has reached financial close in respect of such financing, the Buyer having agreed the form of the key construction, operational, offtake and feedstock contracts, and the Project being fully permitted by the relevant planning and environmental authorities.
· The Option Agreement provides that the Seller shall not (and will procure than no member of its group shall), other than with the Buyer, enter into, re-start or solicit, or initiaite, acquiesce or participate in, any negotiations with third parties as to any investment in the Project Site, any disposal of all or any part of the Project Site, or any development of the Project, during the period ending on the Option Lapse Date.