Perth-based AdultShop.com Ltd and the vendors of Loop Creative Pty Ltd have entered into a formal share sale and purchase agreement following completion of due diligence enquiries.
Below is the announcement:
16 June 2006
The Manager
Australian Stock Exchange Ltd
Level 4, 20 Bridge Street
SYDNEY NSW 6000
Dear Sir
Acquisition of Loop Creative Pty Ltd
The Directors of AdultShop.com Limited ("AdultShop") are pleased to announce that AdultShop and the vendors of Loop Creative Pty Ltd ("Vendors") have completed, to their satisfaction, due diligence enquiries into each other's business, and have today entered into a formal Share Sale and Purchase Agreement.
The terms and conditions of the Share Sale and Purchase Agreement are, in all material respects, the same as those announced to the ASX upon AdultShop and the Vendors signing of the Heads of Agreement on 16 March 2006.
Completion of the acquisition of Loop Creative Pty Ltd ("Transaction") is subject to, and conditional upon, satisfaction of the following conditions precedent:
1. on completion of the Transaction, the assets and liabilities of Loop Creative Pty Ltd not being materially different to an agreed set of accounts;
2. on or before 1 August 2006, the shareholders of AdultShop approving a resolution for the appointment of a person nominated by the Vendors, and acceptable to AdultShop, as a director of AdultShop;
3. on or before 1 August 2006, AdultShop receiving written communication from ASX to the effect that ASX does not intend classing any of the consideration shares to be issued to the Vendors as "restricted securities" under the ASX Listing Rules;
4. on or before 1 August 2006, AdultShop obtaining all regulatory and shareholder approvals necessary to complete the Transaction including:
(a) the shareholders of AdultShop approving the Transaction and the issue and allotment of the consideration shares to the Vendors; and
(b) AdultShop obtaining the written approval of ASX to the issue and allotment of the performance shares to the Vendors in accordance with Listing Rule 6.1.
Yours faithfully
Malcolm Day
Managing Director
AdultShop.com Ltd
