RE: Dear ed13 Mar 2024 18:02
The Merger comprises a total consideration of up to 33,900,000 New Voyager Shares and includes a preliminary element, a loyalty element, and deferred performance-based consideration:
(i) Preliminary consideration: 10,000,000 New Voyager Shares issued pro rata to shareholders of Northern Leaf
(ii) Loyalty consideration: up to 2,000,000 New Voyager Shares issued to shareholders of Northern Leaf who remain on the shareholder register for six months after completion in proportion to their current shareholdings in Northern Leaf
(iii) Deferred consideration: up to 21,900,000 New Voyager Shares issued pro rata to shareholders of Northern Leaf subject to Northern leaf achieving annual revenues by no later than 31 March 2025 of:
· not less than £2.0 million - 10,950,000 New Voyager Shares
· more than £5.0 million - a further 10,950,000 New Voyager Shares
New Voyager Shares will vest on a straight line basis for revenue in between the £5.0 million upper and £2.0 million lower limits.