The Vendors of the Sales Assets are The Enniskillen Pastoral Company Pty Limited A.C.N 009 658 904, Clark Brothers & Tait A.B.N. 27 984 817 095 and the Barcaldine Downs Pastoral Coy. Pty Limited 009 685 717 and in these General Terms and Conditions the companies are referred to individually and collectively as “Clark & Tait”.
1. Rights of Clark & Tait during the Sale Process
Despite anything to the contrary in this letter and without limiting its rights, Clark & Tait and Bentleys International Advisory reserve the right at any time during the Sale Process, in their sole and absolute discretion and without prior notice and without giving any reasons and without any liability to them, to do any of the following things.
- Provide additional information to any Potential Purchaser (whether or not such information is provided to other Potential Purchasers).
- Request additional information from any Potential Purchaser.
- Negotiate with one or more Potential Purchasers at any time to the exclusion of others.
- Alter its approach during any negotiations.
- Enter into a sale contract (or any other binding contract) in respect of the Sale Assets at any time without prior notice to any other Potential Purchaser and whether or not outside the Sale Process.
- Terminate further participation in the Sale Process of any Potential Purchaser or party at any time.
- Restrict any Potential Purchaser’s or party’s access to information (including any of the due diligence materials) at any time.
- Modify the structure, timetable or procedure of the Sale Process at any time.
- Alter the terms of participation in the Sale Process at any time or waive any irregularities in respect of some or more Potential Purchasers.
- Invite further bids.
- Vary its requirement for bids.
- Accept a bid or any other proposal which does not comply with the requirements of this Request for Indicative Bids.
- Accept a bid notwithstanding that the net proceeds or other benefits derived from the bid will be less than those which may be derived from another bid.
- Reject any bid or all bids at any time for any reason.
- Refuse entry to a particular Potential Purchaser or party to any stage of the Sale Process.
- Allow further parties to enter into the Sale Process at any stage, whether or not those parties have been invited to submit or have submitted an Indicative Bid or deal with any Potential Purchaser or other party outside the Sale Process.
- Allow the withdrawal or addition of consortium entities to a Potential Purchaser.
- Select any Potential Purchaser or party to proceed to further stages of the Sale Process and ultimately to select the successful proposal (or combination of proposals), irrespective of the consideration offered or the stage reached in the Sale Process and without any notice to each other Potential Purchaser.
- Vary the transaction and sale structure and take into consideration different transaction and sale structures submitted by Potential Purchasers.
- Not offer the properties for sale at any time or engage in a transaction that is different in nature from that contemplated by the Sale Process, which is in addition to or as an alternative to the Sale Process.
- Deal with any Potential Purchaser as they see fit.
- Suspend, terminate or reinstate the Sale Process.
- Not provide Potential Purchasers with any reasons for any actions or decisions it may take, including in respect of the exercise by Clark & Tait of any or all of the abovementioned rights.
- Take such other action as it considers, in its absolute discretion, appropriate in relation to the Sale Process.
For the avoidance of doubt, Clark & Tait will not be under any obligation to accept, review or consider any proposal or Indicative Bid, whether such proposal or Indicative Bid is submitted to Clark & Tait on time on in accordance with this Request for Indicative Bids or otherwise.
2. No offer and no obligation until legal Transaction Documents are signed
These T&Cs do not constitute an offer to sell the Sale Assets nor an offer that is capable of acceptance by any participant and no contract exists or will arise between Clark & Tait and any participant in relation to the transaction unless and until definitive and legally binding transaction documents are executed by Clark & Tait and the successful Potential Purchaser.
Clark & Tait is not committed or bound to sell the properties nor to discuss or negotiate with any person in relation to the sale of the Sale Assets. Clark & Tait reserves the right to proceed at any time with other strategic options or not to proceed at all. Clark & Tait will not be under any obligation at any time to accept any bid or to proceed with the sale of the properties unless and until a written binding contract is entered into with a Potential Purchaser.
3. Contact with other parties
We remind you that you and your directors, officers, employees, agents, contractors, consultants and advisors are strictly prohibited from contacting or holding any discussions with any representatives (except for the representatives listed immediately below), directors, employees, officers, or shareholders of Clark & Tait, or any other Potential Purchasers in relation to the Sale Process or the Sale Assets generally, without the express prior written consent of Clark & Tait.
Such requests for contact, and all other communication concerning the sale assets, must be directed to Ben Cameron or Brendan Goulding (contact details listed below) who have the absolute discretion to either approve or reject a request.
4. No liability for costs
Participation in the Sale Process is at the sole cost and risk of the Potential Purchaser. You are responsible for meeting all of your own costs in respect of the acquisition of the Sale Assets including the fees and disbursements of any advisers you elect to use.
None of Clark & Tait, nor any of their representative related entities, directors, officers, partners, employees, consultants, agents, representatives or advisors (including Bentleys International Advisory, Thynne & Macartney and any other advisers of Clark & Tait), or any of their subsidiaries or entities with which they are affiliated are liable to compensate or reimburse any Potential Purchaser for any liabilities, costs or expenses incurred in connection with, or as a result of, participating in the Sale Process or reviewing, investigating or analysing any information relating to the Sale Process (including the Information Memorandum).
Neither these T&Cs nor the release of information in relation to Clark & Tait and the Sale Assets constitutes an offer to sell or an invitation to purchase or tender for any assets or shares in any company.
Any queries regarding the Clark & Tait Formal Sales Process should be directed to Ben Cameron or Brendan Goulding: