RE: Words of Wisdom31 Aug 2020 23:36
Slower - answer to your first question:
From the Proposed Acquisition RNS (14/12/17) -
6. RELATIONSHIP AGREEMENT
The Transaction is anticipated to be the first of a number of acquisitions from the GFG Alliance, subject to the right of first offer provisions described below.
Pursuant to the terms of the SPA, Atlantis and SIMEC have agreed the principal terms of a proposed Relationship Agreement. Under the Relationship Agreement, it is intended that SIMEC will give a number of undertakings to ensure that Atlantis can act independently of the SIMEC Group following Completion, including an undertaking from SIMEC to the effect that transactions, agreements or arrangements entered into with the Atlantis Group will be at arm's length and on normal commercial terms and the majority of the Atlantis Board will be independent of SIMEC. The agreement will contain a provision that will prevent SIMEC from voting on matters where it has a conflict of interest (or potential conflict of interest).
Pursuant to the agreement, SIMEC will be entitled to nominate two persons to be directors of Atlantis after Completion for so long as SIMEC owns in excess of an agreed threshold and it is also expected that the agreement will contain customary confidentiality obligations and a standstill under which SIMEC will agree not to acquire in excess of 49.99 per cent. of the share capital of Atlantis after Completion without the approval of the Atlantis Board.