GETTING INVESTMENT READY A LEGAL FRAMEWORK SETTING THE TERMS GORDON STÜNZNER SOLICITOR SOUTH GELDARD LAWYERS

First Steps Work out what you are willing to offer Decide who is involved Evaluate your skills - do you have the necessary skills for the proposal? Look at your current business structure Look at your proposed business structure Due diligence Talk

Low ComplexityHigh Complexity Joint Venture MIS Equity Fund How complicated does it need to be?

What are the relationships?

Internal business considerations Partnership agreement Trust deed Corporate constitution Shareholders’ agreement Succession plan Wills and Enduring powers of attorney

What do we need between entities? MOU or Heads of Agreement Joint Venture agreement Corporate constitutional documentation Shareholders’ /unit holders’ agreements Corporate governance policy documents

What do we need to put in place with investors? Contract of sale Lease of land Co-ownership agreement Management agreement Investment strategy/management policy

Example: Sale and Lease back

Sale and Lease back – Ongoing lease

Example: Multi-party sale and lease back arrangement 3 adjoining Landholders Separate operations 10,000 aggregated commercial cattle herd Agreement to pitch to an international investor Sale and lease back arrangement

Mr PinkMr BlondeMr Brown SPV-PinkSPV- BlondeSPV- Brown Investment Co. Land Co A wholly owned subsidiary of Investment Co. Contribute 30% Equity (cattle) Contribute 60% Equity (cattle and working capital) Sale of land Each sell ½ cattle herd Leases land from Land Co New Co Owns all cattle 10% debt funded 30% Cash

Land Co Leases land from Land Co New Co