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FSA GROUP LIMITED — Capital/Financing Update 2007
Oct 2, 2007
64948_rns_2007-10-02_d6d05c81-7b74-4eff-810c-0fec73700a81.pdf
Capital/Financing Update
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FSA GROUP LIMITED
3 October 2007
180 GROUP EXCEEDS CUMULATIVE PROFIT TARGET
Pursuant to the Share Purchase Agreement (as varied) (Agreement) signed on 27 October 2005 with Capital Management Corporation Pty Limited (Capital Management), Tim Odillo Maher (a director of FSA Group Limited) and 180 Group Holdings Pty Limited (180 Group Holdings), FSA Group Limited (FSA Group or the Company) acquired all of the issued capital in 180 Group Holdings from Capital Management in consideration for the issue of:
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Eight million (8,000,000) ordinary shares in the capital of FSA Group (Ordinary Shares); and
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Thirty two (32) convertible redeemable preference shares in the capital of FSA Group on the terms described in the Agreement (CRPS).
Having exceeded the Financial Year 2006 Consolidated Profit Before Tax Target, eight CRPS were converted in October 2006 and as a consequence of such conversion, the Company issue to Capital Management 8,000,000 Ordinary Shares, in accordance with the terms of the Agreement.
It has now been determined that the Consolidated Profit Before Tax Target for the Financial Year 2007 as contemplated in the Agreement has not been exceeded as follows:
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Target $1,071,429 profit before tax
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• Actual Result $1,054,176 profit before tax
However, in accordance with clause 2.4(a)(ii) of the Agreement, the Cumulative Consolidated Profit Before Tax Target for the two financial years ending 30 June 2007 as contemplated in the Agreement, has been exceeded as follows:
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Target $1,785,714 profit before tax
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• Actual Result $2,210,936 profit before tax
These actual results were subject to an external audit process that has now been signed by the Company’s auditors.
Having exceeded the Cumulative Consolidated Profit Before Tax Target for the two financial years ending 30 June 2007 as contemplated in the Agreement, a further eight CRPS will convert and as a consequence of such conversion, the Company has issued 8,000,000 Ordinary Shares to Capital Management.
For and on behalf of the Board Duncan Cornish Company Secretary
FSA Group Limited Head Office Level 3, 70 Phillip Street Sydney, NSW, 2000
Phone: (1300) 660 032 Fax: (1300) 660 050 [email protected]
ASX Code: FSA