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TZ LIMITED — Capital/Financing Update 2010
Jul 29, 2010
65975_rns_2010-07-29_e97cc94a-5c2c-485c-a873-df889be0ba2f.pdf
Capital/Financing Update
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TZ Limited ABN 26 073 979 272
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30 July 2010
Lodged by ASX Online
The Manager Company Announcements Office ASX Ltd Level 4, 20 Bridge Street Sydney, NSW 2000
Dear Sir/Madam
Resolution of FutureWall Licence Dispute and New Incorporated Joint Venture
The Directors of TZ Limited (the “Company” ) are pleased to advise that the Company and its wholly owned subsidiary Telezygology Inc. ( “TZI” ) have successfully resolved a long standing dispute between TZI and Techbuilt Interiors Pty Limited ( “Techbuilt” ) in relation to a licence of rights pertaining to TZI’s FutureWall System granted by TZI to Techbuilt (the “Techbuilt Licence” ).
The FutureWall System is a patented interior building platform that offers an interior fit-out solution for full height demountable partitioning, free-standing pavilions, glass walls and sliding doors, integrated storage, wall cladding and lining systems.
Under the Techbuilt Licence, which was granted to Techbuilt in late 2003, Techbuilt had the exclusive right to manufacture, market, supply and install the FutureWall System in Australia and New Zealand. More recently in 2008, the Techbuilt Licence was extended to incorporate the United Kingdom. In total, TZI has secured $1.3 Million in licence and royalty payments for the FutureWall System since its commercialisation, of which Techbuilt has contributed approximately $700,000.
The relationship between TZI and Techbuilt broke down in early 2009, prior to the appointment of the current board of directors of the Company, over certain claims and counter-claims relating to the Techbuilt Licence together with various demands having been made by both TZI and Techbuilt.
Under the terms of a Deed of Settlement and Release (the “Deed” ) signed today the parties have agreed to fully and finally settle those disputes. Techbuilt has paid a settlement sum of $163,315.60 to TZI and has transfered all rights and title to its existing FutureWall System inventory and manufacturing assets with a book value of approximately $205,000 to TZI. Techbuilt has also assigned to TZI the benefit of any ongoing contracts to supply and/or install the FutureWall System in Australia and New Zealand.
As a consequence of this settlement, the Techbuilt Licence is terminated and the intellectual property rights pertaining to the FutureWall System (the “FutureWall IP” ) reside wholly with TZI. The Deed releases the parties from any and all on-going litigation and/or damages.
- Incorporated Joint Venture Intanova Pty Limited
As a consequence of the abovementioned settlement, the Directors are also pleased to announce the execution by TZ Limited and TZI of a shareholders’ agreement (the “Shareholders Agreement” ) in relation to the ownership, governance and operation of a newly incorporated joint venture company, Intanova Pty Limited ( “Intanova” ), established by TZI, Interco Pty Limited ( “Interco” ) and Yatabi Australia Pty Limited ( “Yatabi” ), the latter companies being related to Kevin Carter and Mark Dunshore respectively, the former senior managers of Techbuilt.
Intanova will leverage the existing awareness and acceptance of the FutureWall System in the marketplace and will carry on the business of marketing, supply and installation of interior fit-out solutions in Australia and New Zealand. The business will also actively seek broader licensing and commercialisation opportunities for the FutureWall System in new territories.
“The Intanova business is a significant part of TZL’s future plans” said Executive Chairman Mark Bouris. “Not only is it a proven revenue generating asset for the Company but the traction in the Australian market and the track record of successful projects over the last six years underpins my belief that we can build a new global business that specialises in office interiors and fit-out solutions for the modern workplace. The business will also offer all the ‘smarts’ of an evolutionary work environment through the integration of TZI’s control and security infrastructure systems.”
The key terms of the Shareholders Agreement are as follows:
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TZI will grant a royalty bearing license to Intanova for the FutureWall IP for commercialization of the FutureWall System in the territories of Australia, New Zealand and the United Kingdom (the “Transitional License” ).
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All FutureWall inventory and manufacturing assets owned by TZI will be transferred to Intanova and all undischarged contracts to supply install or supply FutureWall will also be assigned to Intanova to allow the business to operate from the outset.
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TZI will invest $200,000 in Intanova and Interco and Yatabi will collectively invest a further $200,000 to provide the initial working capital for the business.
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TZI also has the option to inject an additional $1,200,000 of working capital in three equal tranches at agreed intervals commencing 1 February 2011 to support international expansion (the “Option” ). The exercise of this option is at TZI’s discretion and is predicated of Intanova achieving sales and/or securing its revenue pipeline target of $4,740,000 for the year ending 30 June 2011. If TZI elects to exercise the Option, the Transitional Licence will terminate and in its place TZI will permanently assign the FutureWall IP to Intanova.
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If TZI elects not to exercise the Option, certain reversionary rights are granted to Interco and Yatabi. The key effect of those reversionary rights is that the Shareholders Agreement will terminate and TZI will grant Interco and Yatabi an exclusive, royalty bearing license to manufacture, market, supply and install the FutureWall System in Australia, New Zealand and the United Kingdom on the same terms as the original Techbuilt Licence.
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If TZI elects to exercise the Option, TZI will also grant Intanova a non-transferable, royalty-free licence to use its intellectual property related to intelligent fastening technology for the sole purpose of developing new security products for integration with the FutureWall System.
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Intanova will also receive a non-exclusive distribution right to sell and market TZI’s infrastructure solutions to its corporate clients in defined territories.
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Under the Shareholder Agreement, if TZI elects to exercise the Option, the Company will grant Interco and Yatabi a put option to exchange a portion of their shareholding in Intanova for newly issued shares in the Company at market value within 12 months of the exercise of the Option.
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In the event that TZI or the Company default in their material obligations under the Shareholders Agreement prior to the third anniversary of the date of the Shareholders Agreement, the reversionary rights as outlined above are triggered.
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Mark Dunshore will be appointed General Manager, Australia and New Zealand Operations and Kevin Carter, through his management services business Interco, shall be retained as a consultant to Intanova to provide on-going strategic business development services.
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Mr Dunshore and Interco will be issued performance bonus shares which will convert into ordinary fully paid shares in Intanova if revenue and profitability targets which will be set by Intanova’s board are met for the first and second year of operation.
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Subject to completion of the shareholders’ undertakings as set out above, TZI will hold approximately 70% of Intanova, with Interco and Yatabi collectively holding the balance of 30% of the issued capital.
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The Intanova Board will initially comprise Mark Bouris, Mark Dunshore and an independent chairman to be appointed by mutual consent of the parties.
“The settlement of this dispute provides an opportunity to revisit the potential of developing a global building technology business specialising in commercial interiors and fit-out solutions,” said John Wilson, CEO of TZI. “In the six operating years since the FutureWall System was introduced in Australia, Techbuilt has successfully completed a number of major corporate interior fit-outs in both the private and public sectors. In the 2008 and 2009 financial years leading up to the dispute, we understand that Techbuilt completed collectively around $9 million in supply and installation contracts in Australia alone and was in the process of launching the business of supplying and installing FutureWall in the United Kingdom. There should be no reason why we cannot replicate the success we have experienced in Australia internationally in other major commercial cities given the common need for flexible, reconfigurable, and sustainable modern day workplaces.”
With the availability of TZI’s hardware and software infrastructure solutions and new secure enclosure offerings such as TZ Courier for the corporate mail sector, the board of directors of the Company are of the belief that there are clear opportunities to leverage large corporate clients and bundle a complimentary set of offerings that will enable Intanova to deliver smart workspace solutions to the interiors market.
For further information please contact
Kenneth Ting Executive Director and Company Secretary, TZ Limited
Email: [email protected]