MPH ACTED FOR FLEETSU SERVICE AGREEMENT
MPH recently acted for connected vehicle technology company Fleetsu Pty Ltd in connection with the negotiation and execution of a transformational multi-year, multi-million dollar service agreement with a leading international automotive manufacturer. Fleetsu’s innovative telematics platform enables vehicle fleet data to be captured, analysed and used to provide valuable insights for operators, enabling them to connect and understand their assets like never before. As well as monitoring parameters such as engine performance, fuel consumption and remote diagnostics, Fleetsu can also provide real-time alerts for vehicle license, registration, insurance and maintenance requirements.
The agreement, which operates for a term of up to 7 years, will see Fleetsu’s connected vehicle solution deployed in a range of vehicles (and vehicle applications) throughout Australia, making Fleetsu one of the country’s largest connected vehicle platforms. The agreement potentially also creates the gateway for similar agreements to be put in place internationally. As part of our ongoing advisory role with Fleetsu, MPH advised on the negotiation both of the master service agreement itself and the associated detailed service orders which formed part of the overall document suite.
CORONAVIRUS AND SHAREHOLDER MEETINGS
Rapidly changing legal requirements surrounding the Coronavirus pandemic and the need to maintain social distancing are challenging the ability for listed entities to hold shareholder meetings as they have previously done.
In this update, we explain the impact of Coronavirus on shareholder meetings and how best to address it.
COVID-19: MANAGING THE KEY AREAS OF RISK
In response to the economic uncertainty arising from Coronavirus, MPH has been working with clients across a range of industries over the past few weeks to help them identify and manage the ‘business health’ as well as individual health risks facing their businesses, to enable them both to navigate the volatile economic conditions that may apply in the short-term at least and to take advantage of opportunities that may ultimately emerge.
The areas that we have been looking at include:
- general policies to address the Coronavirus threat;
- operational dependencies and risks including planning for supply chain and operational disruption;
- cash flow and balance sheet review and monitoring; and
- insurance, finance and operational contract reviews.
In anticipation of a widespread need to respond quickly to these challenges, our multidisciplinary team has produced a circular which covers many of the issues that we anticipate will face both small and large business owners in the months ahead. A copy of the circular is available here.
We encourage business owners to read the circular (which is set up as a practical document that clients can use to determine the steps they should consider taking) and to contact us for specific advice and assistance.
MPH ACTED FOR COSOL ON $12M IPO CAPITAL RAISING
MPH recently acted in relation to the successful IPO of the COSOL IT business on ASX. Advising the listed entity (COSOL Limited), MPH worked on all legal aspects of the transaction including:
- the establishment and structuring of COSOL Limited;
- the acquisition by COSOL Limited of the 20-year-established COSOL business (including the initial legally binding term sheet for the acquisition and IPO, due diligence investigations and formal purchase documentation);
- the structuring and management of the IPO process as a profits listing under Chapter 1 of the ASX Listing Rules;
- drafting of the IPO prospectus and key associated documents; and
- advising on associated fundraising activities in connection with the listing, including negotiating relevant documentation for the $12M IPO capital raising (which was heavily oversubscribed).
The COSOL business specialises in Enterprise Asset Management (EAM), a sector of the IT industry which focusses on asset-intensive clients and which is expected to grow considerably with the increasing advent of innovations such as artificial intelligence and the Internet of Things (IoT). Using its proprietary software and extensive data migration expertise, COSOL has established itself as a leading provider of digital business solutions including business process and strategic reviews, implementing ERP/EAM solutions, undertaking and managing customer data migration and providing ongoing support services.
Backed by former ASG Group founder Geoff Lewis and other key former ASG executives (who collectively comprise the Board of the listed entity), COSOL Limited is expected to utilise its strong management team, balance sheet and reputation to target both organic and acquisitive growth opportunities in the sector.
We congratulate COSOL on its very successful IPO and look forward to continuing to assist throughout the next stage of its development.
MPH WELCOMES NEW STAFF MEMBER, LINDA WIDDUP
We are very pleased to announce Linda Widdup joining MPH.
Linda holds a Bachelor of Arts (Honours) and a Juris Doctor (with distinction) from the University of Saskatchewan in Canada.
Throughout her career, Linda has practiced across a wide-range of commercial law areas, but with a specific emphasis on commercial finance, secured transactions, front-end restructuring of distressed companies and general contract work primarily in the financial services, mining and agri-business sectors.
Linda is a specialist on the Personal Property Securities Act 2009 (Cth) (PPSA), and is uniquely placed to provide clear and concise advice on the PPSA having gained extensive PPSA experience in both Canada and New Zealand, the legislative models upon which the Australian legislation is based.
MPH acted for GDI Property Group on $98M property portfolio
MPH was pleased to act for GDI Property Group, an ASX listed integrated internally managed property and funds management group, on the acquisition of a portfolio of 17 properties throughout the Perth Metropolitan Area having an approximate land area of 96,000m2.
The properties, acquired for a total price of $98,000,000, are all leased to the owner and operator of the DVG Automotive Group business and include car dealerships and service centres for a variety of popular makes of vehicle.
MPH congratulates GDI on its successful acquisition, funded mainly by subscriptions by investors in GDI’s latest property trust.
This adds to the current assets which GDI has under management of over $1.1 billion through a number of entities, which backs up their long and successful track record of having managed in excess of 40 projects with a combined value of over $2.5 billion in commercial property markets throughout Australia.
Our property team, led by Director Natalie Quek, acted for GDI in connection with the preparation and negotiation of option and contract arrangements, together with some legal due diligence, exercise of the options and settlement.
Financing Transactions – February 2020
MPH acted for an investor on the provision of up to $18,000,000 in funding to Creso Pharma Limited (ASX: CPH) by way of an initial bridging loan of $1,750,000, to be replaced by a subsequent issue of convertible securities, and with the option for Creso to request further purchases of convertible securities over time. The facility is secured by a security package including security from companies based in Australia, Switzerland and Canada. The transaction was announced by CPH on 5 February 2020.
Financing Transactions – January 2020
MPH acted for Obsidian Global GP, LLC on the provision of up to $2,750,000 in funding to Sayona Mining Limited (ASX: SYA) by way of the acquisition of convertible securities. The transaction was announced by SYA on 10 January 2020.
MPH acted for Lind Global Macro Fund, LP on the provision of A$2,500,000 in funding to Nuheara Limited (ASX:NUH) by way of the acquisition of a convertible security with a face value of A$3,000,000. The transaction was announced by NUH on 24 January 2020.
Financing Transactions – December 2019
The transaction was announced by NOX on 3 December 2019.
MPH acted for Lind Global Macro Fund, LP on the provision of up to $6,300,000 in funding to Lithium Australia NL (ASX: LIT) by way of the acquisition of up to $3,400,000 of shares and convertible securities with an aggregate face value of $3,300,000. The transaction was announced by LIT on 16 December 2019.
MPH acted for Lind Global Macro Fund and another investor on the provision of up to $30,750,000 in funding to NetLinkz Limited (ASX: NET) by way of the acquisition of convertible securities and shares. The transaction was announced by NET on 24 December 2019.
FINANCING TRANSACTIONS - NOVEMBER 2019
MPH acted for Lind Global Macro Fund, LP on the provision of A$350,000 in funding to Aura Energy Limited (ASX:AEE) by way of the acquisition of a convertible security with a face value of A$420,000. The transaction was announced by AEE on 18 November 2019.
MPH acted as lead lawyers for an investor on the provision of up to $4,200,000 in funding to Creso Pharma Limited (ASX: CPH) by way of the acquisition of an initial issue of debt notes, to be replaced by a subsequent issue of convertible securities. The facility is secured by a security package including security from companies based in Australia, Switzerland and Canada. The transaction was announced by CPH on 28 November 2019.
MPH advises Reward Minerals Limited regarding JV with FMG
MPH recently advised ASX-listed Reward Minerals Limited (ASX:RWD) regarding a $2 million farm-in and joint venture arrangement with FMG, whereby FMG has the ability to earn an 80% interest in the gold and base metals rights in relation to certain Reward tenements located in the McKay Range, north-western Western Australia, by funding exploration focussed on those metals. Under the arrangements, Reward retained all rights to evaporite minerals such as potassium and magnesium on the tenements and, in addition, successfully negotiated with FMG to be granted rights over the same minerals on two FMG tenements in the area for a nominal sum. The transaction allows Reward to have ongoing exposure to exploration upside from non-core tenements in its portfolio, whilst it continues to focus on its flagship advanced-stage Lake Disappointment sulphate of potash project.
MPH advises ASG on multi-million dollar acquisition of technology services provider 1ICT
MPH has acted for leading digital transformation business and longstanding client ASG Group Limited in connection with its acquisition of Brisbane-based specialist technology services provider 1ICT Pty Ltd.
1ICT has a workforce of over 130 employees in Australia and India, boasts vendor partners including Microsoft, HP, Cisco, Dell, Amazon Web Services (AWS), Samsung and others and services small, medium and large organisations (ranging from government to non-profits, publicly listed companies and private enterprises). MPH was involved in all aspects of this synergistic acquisition, providing legal and strategic advice in relation to ASG’s offer, the due diligence process, Share Purchase Agreement and associated transaction documentation.
MPH WELCOMES NEW STAFF MEMBER, ALEX PENTER
We are very pleased to announce Alex Penter joining MPH. With a Bachelor of Laws and a Bachelor of Commerce, Alex is a strong addition to our Corporate and Commercial team.
Alex commenced employment in the energy industry, where he gained a broad range of regulatory law experience. Prior to joining MPH, Alex worked at a boutique Western Australian law firm specialising in corporate and commercial law.
As a member of our Corporate and Commercial team Alex practises in a wide range of matters, including corporate transactions, capital raisings, commercial drafting, due diligence investigations and compliance.
Exclusive investment presentation: FBR and Fleetsu
For our exclusive investment evening tonight, MPH welcomes presenters Jakub Felinski from Fleetsu and Mike Pivac from FBR. The events are designed to introduce public and private companies to our investor group. Presentations are held, in a relaxed atmosphere while enjoying a glass of wine and nibbles.
FBR Limited (formerly Fastbrick Robotics Limited) (ASX:FBR) designs, develops and builds dynamically stabilised robots to address global needs. These robots are designed to work outdoors using the company's core Dynamic Stabilisation Technology (DST™). FBR is commercialising products for the construction sector together with DST-enabled solutions for other industries. Find out more about FBR here
A Telematics platform to make your fleet data work for you. Fleetsu gives you the power to deliver the fleet management of the future, today. a world-class, innovative, fleet management platform that is user-driven and scalable, enabling you to grow, hit current targets and achieve outcomes you haven’t even thought of yet. Find out more about Fleetsu here
MPH acted for Lind Global Macro Fund and another investor on the provision of up to $3,600,000 in funding to Swift Media Limited (ASX: SW1) by way of the acquisition of convertible securities. The transaction was announced by SW1 on 20 September 2019.
MPH Supports MADALAH in 2019
MPH is proud to support MADALAH once again in 2019.
MADALAH provides Secondary and Tertiary education scholarships for Indigenous students from remote and regional communities to West Australia’s leading schools and Australian universities.
You can find out more about MADALAH here
MPH acted for Lind Global Macro Fund and another investor on the provision of up to $26,000,000 in funding to Noxopharm Limited (ASX: NOX) by way of the acquisition of convertible securities and shares. The transaction was announced by NET on 19 July 2019.
The insolvent corporate trustee's right of indemnity
On 19 June 2019, the High Court delivered its decision in Carter Hold Harvey Wood Products Australia Pty Ltd v The Commonwealth  HCA ("the Amerind decision").
In doing so, the High Court has now provided clarity and certainty about whether s 433 of the Corporations Act 2001 (Cth) ("the Act") applies to trust assets in circumstances where the insolvent company is acting as trustee for a single trust.
Read Greg O’Shannessy’s full article here
MPH Supports Rafiki in 2019
Congratulations to Rafiki on another successful fundraising event at this year's Rafiki Ball.
For the past 16 years, MPH has been a major supporter of Rafiki, an Australian and Tanzanian non-government organisation. Rafiki's mission is to help Tanzania deal with its reconstructive surgery needs whilst at the same time assist in capacity building through the transfer of surgical, anaesthetic, physiotherapy and nursing skills to medical professional in Tanzania.
You can find out more about Rafiki here