- Moderator
- #1
The Deed of Arrangement between Fitzroy's administrator and the Brisbane Bears - August 4th 1996
The following is a full and complete text of the Deed of Arrangement (the colloquially named 'merger' document) signed between Michael Brennan (the administrator of Fitzroy) and the Brisbane Bears Football Club.
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Australian Securities Commission
FORM 911
FITZROY FOOTBALL CLUB LTD, (Subject to Deed of Company Arrangement)
A.C.N. or A.R.B.N. 005 881 201
Deed of Company Arrangement Section 450B(c)
6th August 1996
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PARTIES:
FITZROY FOOTBALL CLUB LIMITED, (Administrator Appointed) ACN 005 881 201 ("Fitzroy"):
MICHAEL FREDERICK BRENNAN, ("the Administrator");
BRISBANE BEARS FOOTBALL CLUB, ACN 054 263 473 ("Brisbane Bears")
DEED OF COMPANY ARRANGEMENT
DEACONS GRAHAM & JAMES Lawyers, Level 24, 385 Bourke Street MELBOURNE 3000
Telephone (03) 9230 0411
Facsimile: 03 9230 0505
DX 445 Melbourne
Reference SFSP:mlg
29/7/96
eom/SFSP/D/6109410001/0007
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THIS DEED is made on 4th August 1996
PARTIES:
1. FITZROY FOOTBALL CLUB LTD. ,(Administrator Appointed) ACN 005 881 201 of 2 Charles Street, Northcote in the State of Victoria ("Fitzroy"):
2. MICHAEL FREDERICK BRENNAN, Registered Liquidator of Ernst & Young, Chartered Accountants, 120 Collins Street, Melbourne, Victoria, 3000 ("Administrator");
3. BRISBANE BEARS FOOTBALL CLUB, (ACN 054 263 473 of "The Gabba" 840 Stanley Street, Woolloongabba in the State of Queensland ("Brisbane Bears")
RECITALS:
A. On the Appointment Date, Nauru appointed the Administrator as administrator of Fitzroy pursuant to s436C of the Law
B. Fitzroy's creditors met in accordance with s439E(3) of the Law on 4 July 1996 and retained the Administrator as administrator of Fitzroy.
C. Fitzroy's creditors met in accordance with s.439A of the Law on 25th July and resolved in accordance with s.439C of the Law that Fitzroy execute this Deed.
WITNESSES:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this deed unless the context otherwise requires:
"1996 season" means the 1996 home and away premiership season (including the AFL final series) of the AFL competition;
"AFL" means Australian Football League ACN 004 155 211
"AFL Club" means any person or entity which is granted the status of a club by AFL and the right of representation on AFL and which holds an AFL Licence;
"AFL Competition" means the football competition conducted by AFL;
"AFL Licence" means a licence issued by the AFL to an AFL club under which the AFL club is entitled to compete in the AFL Competition;
"AFL Rules" means all the laws, codes, rules and regulations of AFL which govern the conduct of the AFL Competition and the constituent documents of AFL;
"Appointment Date" means 28th June 1996, being the date on which the Administrator was appointed by Nauru as administrator of Fitzroy.
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"Business Day" means a day on which banks are open for general business in Melbourne.
"Club Operations" means all the operations and activities (including the Football Operations) of an AFL Club:
"Commencement Date" means 4th August 1996:
"Commission" means the Australian Securities Commission;
"Court" means the Supreme Court of Victoria;
"creditor" means any person of company, who at the Appointment Date has a pecuniary claim against Fitzroy, whether present or future, certain or contingent or ascertained or sounding only in damages, including but without limiting the generality of the foregoing)
1) any surety or guarantor of any debt owed by Fitzroy on or before the Appointment Date to the extent (and no further) that the surety or guarantor had on or before the Appointment Date paid that debt; and
2) any person who would have been entitled to prove in the winding up of Fitzroy had an order been made for the winding up of Fitzroy by the court upon an application filed on the Appointment Date.
"debt" means in relation to a creditor, the pecuniary claim of that creditor and in particular
a) if the creditor is a surety or guarantor, the amount of the debt owed by Fitzroy that the surety or guarantor had paid on or before the Appointment Date; or
b) if the creditor is a person who would have been entitled to prove in the winding up of Fitzroy had an order been made for the winding up of Fitzroy by the court upon an application filed on the Appointment Date, the amount for which the creditor would have been entitled to prove.
"this deed" neas the Deed of Company Arrangement;
"the Deed's costs" means all of the legal costs, expenses and disbursements (on a solicitor and own client basis) of or incidental to the negotiation, preparation and implementation of this Deed;
"Fitzroy Creditors" means the creditors of Fitzroy;
"Football Operations" means the training, coaching, playing and selection activities of an AFL club associated with the fielding of a football team by the AFL Club in the AFL Competition;
"Law" means the Corporations Law;
"Merger" means the merger of the Club Operations of Fitzroy and the Club Operations of the Brisbane Bears in accordance with the terms of this Deed and "Merge" has a corresponding meaning;
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"Merged Club" means Brisbane Bears which will conduct the combined Club Operations of Fitzroy and Brisbane Bears following the Merger;
"Merger Date" means 1 November 1996 or such other date as Fitzroy, the Administrator, Brisbane Bears and AFL may agree;
"Nauru" means Nauru Insurance Corporation (Vic) Pty Ltd ACN 066 901 684
"Players" means the 42 players included in the Fitzroy AFL list for the 1996 season;
"Preferential Creditor" means a person whose debt or claim would be entitled to priority in the case of the winding up of Fitzroy under the Law, the winding up being deemed to have commenced at the Appointment Date;
"the Prescribed Provisions" means the prescribed provisions of Schedule 8A of the Regulations to the Law;
"the Regulations" means the Regulations to the Law;
"renumeration of the Administrator" shall include the Administrator's professional costs calculated in accordance with clause 9.3 hereof and all other costs and expenses properly incurred by the Administrator in connection with or arising out of the Deed, including the Deed's costs; and
"Schedule A" means the Schedule marked "A" attached to this Deed which sets out Fitzroy's anticipated cash flow requirements for the conduct of Fitzroy's Club Operations from the Appointment Date until 15th November 1996, as amended from time to time by the agreement of the Administrator, Brisbane Bears and AFL.
1.2 General
In this Deed, unless the context otherwise requires:
a) a reference to any legislation or legislative provision includes any statutory modification of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision
b) the singular includes the plural and vice versa
c) a reference to an individual or person includes a corporation, a partnership, joint venture, association, authority, trust, state or government and vice versa;
d) a reference to any gender includes all genders;
e) a reference to a recital, clause schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of, or to this Deed
f) a recital, annexure or a description of the parties forms part of this Deed;
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g) a reference to any agreement or document is to that agreement or document (and where applicable any of its provisions) as amended, novated, supplemented or replaced from time to time;
h) a reference to any party to this Deed or any other document or arrangement that includes the party's executors, administrators, substitutes, successors and permitted assigns;
i) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
j) every agreement or undertaking expressed or implied by which more than one person agrees or undertakes any obligation or derives any benefit, binds or enures for the benefit of those persons jointly and each of them severally; and
k) a reference to "dollars" or "$" is to Australian currency;
1.3 Headings
In this Deed headings are for convenience of reference only and do not affect interpretation
2. ARRANGEMENTS
In consideration of Brisbane Bears agreeing to pay or procure the payment of the amounts referred to in clause 4 and to provide the indemnities hereinafter provided, Fitzroy agrees to Merge its Club Operations with those of the Brisbane Bears on or before the Merger Date in the manner set out in this Deed.
Except as provided in this Deed, nothing in this Deed will be construed or interpreted to mean that Brisbane Bears will assume any liability for the debts or obligations of Fitzroy or that the Brisbane Bears will have any input in the ongoing management of Fitzroy after the Merger Date.
3. CONDUCT OF FITZROY'S FOOTBALL AND CLUB OPERATIONS PRIOR TO MERGER ARRANGEMENT
a) The management of Fitzroy shall be vested in the Administrator. Fitzroy will carry on its Club Operations in the normal and ordinary course for the balance of the 1996 season and thereafter on a minimum basis necessary to implement the Merger.
b) Fitzroy will use it's best endeavours to maintain and secure all revenue from sponsorship, signage, Fitzroy coterie groups and other groups for the balance of the 1996 season (including the Fitzroy coterie groups known as "The Roys", "The Pride" and The Lionhunters" and the Fitzroy cheersquad.
c) Fitzroy will establish an advisory group comprising appropriate key supporters of Fitzroy, and AFL, to be chaired by the Administrator (or his nominee). The advisory group shall not contain more than five members and shall meet at such times and at such frequency as is determined by the Administrator. The function of the advisory group is to assist the Administrator
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in matters concerning Fitzroy's Football Operations, Fitzroy coterie groups and Fitzroy members.
d) Fitzroy agrees that it will regularly liaise with, consult and provide reasonable administrative assistance to a Brisbane Lions representative appointed by Brisbane Bears in relation to Fitzroy's Club Operations (other than Football Operations) and will provide such information as may be reasonably requested by the representative to ensure a successful Merger. The representative shall be entitled to attend and participate in the meetings of the advisory group referred to in clause 3 (c) except to the extent that the meetings involve consideration of Fitzroy's Football Operations.
4. FUNDING OF FITZROY
4.1 AFL Payments
a) AFL Payout
Subject to any right of set-off which AFl might have against Fitzroy pursuant to the terms of Fitzroy's AFL licence, Brisbane Bears will procure AFL to pay Fitzroy an amount equivalent to the amount that would ordinarily have been paid to Fitzroy in respect of its participation in the AFL Competition for the 1996 Season, such amount to be not less than $482,000.00. The amount is to be paid in such a manner as to meet Fitzroy's liability for payments to Players for the balance of the 1996 Season and Fitzroy's liability for payments to other staff in the wek ended 2 August 1996 as set out in Schedule A. The balance of the amount to be paid by AFL shall be paid on 31 October 1996 or earlier if required to meet Fitzroy's cash flow requirements. Fitzroy agrees to apply the amount payable by AFL under this clause 4.1(a) in discharging or satisfying liabilities incurred in the normal and ordinary conduct of its Club Operations (including those payments to Players referred to in Schedule A) from the Appointment Date until 15th November 1996.
b) AFL Standby Facility
If the revenue of Fitzroy and the amount payable by AFL under clause 4.1(a) are insufficient to discaharge and satsify the liabilities incurred in the normal and ordinary condcut of its Club Operations from the Appointment Date until 15th November 1996, Brisbane Bears will procure the payment by AFL of up to a further $200,000.00 to Fitzroy to meet such liabilities, such amount to be paid in such a manner as to meet such liabilities, such amount to be paid in such a manner as to meet Fitzroy's cash flow requirements set out in Schedule A.
4.2 Brisbane Bears Funding
a) Indemnity for Player Payments
Subject always to clause 4.2(b), Brisbane Bears will, pursuant to the terms of this Deed, provide an indemnity to Fitzroy in respect of Fitzroy's ability for payments to Players in respect of the 1996 season and for acommodation or other benefits in
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respect of the 1996 calendar year outstanding as at 31 October 1996 (which at the date of this Deed is projected to be at 31 October 1996 no greater than $850,000). Brisbane Bears's liability under this indemnity shall not exceed $1,000,000.00. This indemnity shall be called upon to satisfy payments to Players which remain outstanding after the total funding available under clauses 4.1(a) and (b) has been exhausted.
b) Advance by Brisbane Bears
If the revenue of Fitzroy, the amount payable by the AFL under clause 4.1 (a) and the payment under clause 4.1 (b) are insufficient to discharge or satisfy Fitzroy's liability for payments to Players in respect of the 1996 Season and for accomodation or other benefits in respect of the 1996 calendar year at Fitzroy's request, Brisbane Bears will advance to Fitzroy by way of loan (on an interest free basis) such an amount or amounts (not in total exceeding $1,000,000.00 as may be required to pay under clause 4.2(a).
c) Payment to Unsecured Creditors
In addition to any amounts to be paid pursuant to clause 4.2 (a) and subject always to clause 4.2 (d), Brisbane Bears will pursuant to the terms of this Deed, provide an amount required to discharge or otherwise satisfy Fitzroy's liabilities to unsecured creditors (and if this amount (excluding any amount paid under clause 4.2 (a)) exceeds $950,000.00. Brisbane Bears shall only be required to provide $950,000.00 pursuant to this clause 4.2 (c)). This payment required to be made by Brisbane Bears pursuant to this clause 4.2 (c) shall be made on 31 October 1996.
d) Recourse to Additional Funding
If the revenue of Fitzroy, the amount payable by the AFL under clause 4.1 (a) and the payment under clause 4.1 (b) and any loan advances under clause 4.2 (b) are insufficient to discharge the liabilities incurred by Fitzroy in the normal and ordinary conduct of it's Club Operations from the Appointment Date until the Merger Date, at Fitzroy's request Brisbane Bears will advance by way of loan (on an interest free basis) such an amount or amounts (not in total exceeding $950,000.00 as may be required to meet such liabilities.
Any amount advanced by Brisbane Bears pursuant to this clause 4.2 (d) shall be deducted from the amount which Brisbane Bears is required to pay under clause 4.2 (c)
e) Fitzroy to supply certificate to Brisbane Bears.
If Fitzroy makes any request under clause 4.2 (b) or (d), it must provide to Brisbane Bears at the time of request, a written certificate signed by the Administrator certifying that all of the
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revenue of Fitzroy, all of the amount payable by the AFL under clause 4.1(a), all of the payment under clause 4.1 (b) (and in the case of of clause 4.2(d), all of the loan advances made by Brisbane Bears under 4.2(b)) have been exhausted.
4.3 AFL and Brisbane Bears not to prove
Brisbane Bears shall not, and will procure that AFL does not, lodge any proof of debt in respect of the payments to be made under clause 4.1 and 4.2
4.4 Administrators Fees and Expenses
Brisbane Bears will pay (on a monthly basis) the Administrator his remuneration as administrator of Fitzroy and as administrator of this Deed (in accordance with Clause 9.3 of this Deed) and all out-of-pocket expenses incurred by the Administrator (including legal costs on a solicitor-own client basis)
4.5 Weekly Reporting
The Administrator agrees that he will provide weekly reports to Brisbane Bears detailing his feed and the out-of-pocket expenses incurred or paid and all financial transactions during the preceeding week.
4.6 Commencement of Legal Proceedings
The Administrator agrees that he will not commence or participate in any legal proceedings in relation to a matter without first consulting Brisbane Bears as to the most effective and efficient way to resolve the matter. If the Administrator and Brisbane Bears cannot agree on the most appropriate course of action, a suitably qualified and experienced Queen's Counsel will be appointed (as agreed by the Administrator and Brisbane Bears, or failing agreement, as nominated by the president for the time being of the Bar Council of Victoria) to provide an opinion which shall be binding on the Administrator and Brisbane Bears.
4.7 Nauru Debt
Fitzroy acknowledges that the debt owed to Nauru has been assigned to the Brisbane Bears. Brisbane Bears agrees that it will not pursue any claim in respect of the debt until after the termination of this Deed and will only lodge a proof of debt for the purposes of voting at meetings of Fitzroy Creditors (and for no other purpose).
5. BONDBOROUGH PTY LTD
Brisbane Bears will forthwith make a written offer to Bondborough Pty Ltd ACN 054 122 271 to purchse the leasehold and business of Bondborough Pty Ltd on terms to be agreed by Brisbane Bears and Bondborough Pty Ltd (including terms as to those matters set out in Schedule B hereto).
The offer shall lapse on the earlier of:
a) 15th September 1996;
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b) the release or abandonment of Bondborough Pty Ltd of any claim that it may have as a creditor of Fitzroy;
c) the agreement of Bondborough Pty Ltd not to pursue any claim it may have as a creditor of Fitzroy;
d) the expiration of three business days after a court of competent jurisdiction determines that Fitzroy has no present entitlement in Bondborough Pty Ltd or its assets or that Fitzroy's only interest is as a beneficiary under a discretionary trust;
e) the expiration of three business days after a court of competent jurisdiction determines that Bondborough Pty Ltd is not a creditor of Fitzroy;
f) the settlement of any claim Bondborough Pty Ltd may have as a creditor of Fitzroy;
g) the occurrence of any other event or the existence of any other circumstances after the execution of the Merger Agreement dated 17 July 1996 between Brisbane Bears, Fitzroy and the Administrator which results in Bondborough Pty Ltd not pursuing any claim as a creditor of Fitzroy.
6. BRISBANE BEARS' CHANGE OF NAME
Brisbane Bears shall arrange for a general meeting to be held at which a special resolution will be proposed to change the company name of Brisbane Bears to Brisbane Bears-Fitzroy Football Club Limited and Brisbane Bears shall use its best endeavours to obtain such approval.
7. MERGER ARRANGEMENTS
7.1 Transfer of Fitzroy's Assets
In consideration of the payments to be made under clause 4.2:
a) after the end of the 1996 Season and on or before the Merger Date, Fitzroy will cease its Fitzroy Operations, terminate the membership of its Appointee of AFL (appointed pursuant to AFL's constitutent documents and surrender its AFL Licence and release AFL from all claims connected with its AFL Licence and such termniation and surrender; and
b) on or before the Merger Date, Fitzroy will transfer to Brisbane Bears all tangible and intangible assets associated with its Club Operations (including all memorabilia) and pay to Brisbane Bears all available moneys by repayment of the Loan advances made under clauses 4.2(b) and 4.2 (d).
7.2 Implementation of Merger
The parties agree that the Merger will be implemented in the following manner.
a) The Merged Club will trade as Brisbane Lions Australian Football Club and subject to the passing of the special resolution
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referred to in clause 6, the Merged Club will be re-named Brisbane Bears-Fitzroy Football Club Limited:
b) The playing uniform of the Merged Club will, for a period of 7 years after the Merger Date for away games, comprise the existing Fitzroy playing uniform (or the existing Fitzroy preseason playing uniform) (save that the emblem shall be be BL not FFC) and for all home games and all games after 7 years, will predominately comprise all Fitzroy colours in a design approved by AFL;
c) The logo of the merged club will be the Fitzroy lion logo in perpetuity;
d) At least three Fitzroy nominees will be appointed to the board of the Merged Club to fill casual vacancies. Brisbane Bears will procure the continued appointment of two directors nominated by the body or entity to be established pursuant to clause 8 for a period of 10 years from the merger date;
e) The Merged Club will include on its list at least 8 Fitzroy players on the basis of not less than their then existing contracts to be nominated by the Merged Club in priority to the right of any other AFL Club to draft any Fitzroy players;
f) The list of the merged club will contain 44 players in 1997, reducing to 42 players in 1998.
g) The salary cap for the Merged Club will be increased above the level which applies to the Brisbane Bears by $300,000 in 1997, $200,000 in 1998 and $100,000 in 1999.
h) The Merged Club will play one half of the total number of home and away games per season at the Gabba and as many Melbourne based away premiership games as possible will be played at Optus Oval or the Melbourne Cricket Ground (but not less than 6) with any other away premiership games at any of Waverley, Optus Oval or the Melbourne Cricket Ground at which Melbourne based members of the Merged Club will have home ground status (in respect of which Brisbane Bears will make a contribution to gate receipts of an amount determined by AFL); and
i) Fitzroy's coterie groups will have the right to take up commensurate arrangements in the Merged Club including the designated away games played in Melbourne.
8. FITZROY REPRESENTATION POST MERGER
After the merger Brisbane Bears will establish an appropriate body or entity to:
i) manage and maintain the Fitzroy memorabilia which will be utilised in the Club Operations of the Merged Club;
ii) represent the interests of the Melbourne based members of the Merged Club; and
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iii) nominate persons to serve as directors on the board of the Merged Club for 10 years after the Merger Date.
9. POWERS, RENUMERATION OF THE ADMINISTRATOR, ETC.
9.1 Powers
The Administrator may:
a) exercise all powers of Fitzroy vested in its directors.
b) exercise all powers given t him under Part 5.3A of the Law;
c) exercise all powers specified in Paragraph 2 of the Prescribed Provisions.
9.2 Indemnity
Subject to the Law, the Administrator shall be indemnified by Fitzroy against any liability arising from or incidental to his administration contemplating by this Deed and he shall have a lien over all the property of Fitzroy for that indemnity. Brisbane Bears does not have a right of subrogation pursuant to this Indemnity.
9.3 Remuneration
The remuneration of the Administrator and of his partners and staff in the administration of Fitzroy prior to the date of this Deed and the administration contemplated by this Deed shall be calculated on a time basis and shall be the maximum rates recommended from time to time by the Insolvency Practitioners Association of Australia and the Administrator shall be entitled to be reimbursed for all expenses and other disbursements properly incurred by him in the administration of Fitzroy before the date of this Deed and the administration contemplated by this Deed.
9.4 Inability to locate Participating Creditor
If the Administrator is for any reason unable to locate any creditor or if any cheque sent by the Administrator to a creditor has not been presented by the time this Deed would otherwise terminate, then the Administrator shall stop payment of scuh cheque and such monies represented by such stopped cheque or held by the Administrator on behalf of the creditor shall be paid to Fitzroy and held by Fitzroy upon trust for such creditors, and the payment of such monies by the Administrator to Fitzroy shall constitute a full and final discharge of the obligations of the Administrator to the creditor.
9.5 CONFLICT
If any provision of this deed is inconsistent with the Memorandum or Articles of Association of Fitzroy, this Deed shall prevail to the extent of such inconsistency.
9.6 TIME
Time is of the essence.
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9.7 SEVERANCE
If the whole or any part of any term, condition, covenant or stipulation of this Deed or of the application thereof to any person or circumstance shall be or become illegal, invalid or unenforceable or infringe upon any statutory requirement including any provision of the Law the same shall be deemed to be read down to such extent as is necessary to ensure that it does not so infringe and as may be reasonable in all circumstances so as to gave same a valid operation and effect albiet of a partial nature and if same cannot be so read down it shall be deemed to be void and severable and the remaining terms, covenants, conditions and stipulations including, where applicable, the remaining part of the particular term, covenant, condition and stipulation of this Deed shall be valid and enforceable to the fullest extent permitted by law.
10. NOTICES
10.1 Method of Giving Notices
A notice, consent, approval or other communication (each a Notice) under this Deed shall be signed on behalf of the person giving it, addressed to the person to whom it is to be given and:
a) delivered to that person's address
b) sent by pre-paid mail to that person's address; or
c) transmitted by facsimile to that person's address.
10.2 Time of Receipt
A Notice given to a person in accordance with this clause is treated as having been given and received:
a) if delivered to a person's address, on the day of delivery if a Business Day, otherwise on the next Business Day;
b) if sent by pre-paid mail, on the third Business Day after posting.
c) if transmitted by facsimile to a person's address and a correct and complete transmission report is received, on the day of transmission if a Business Day, otherwise on the next Business Day.
10.3 Addresses for Notices
For the purpose of this Clause the address of a person is the address set out below or another address of which that person may from time to time give Notice to each other person
Brisbane Bears:
Attention: Andrew Ireland,
Chief Executive,
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Address: "The Gabba" 840 Stanley Strett Woolloongabba, Queensland 4102
Facsimile (07) 3891 5929
Fitzroy
Attention: Michael Brennan,
Address: c/- Ernst & Young, 120 Collins Street. Melbourne Victoria 3000
Facsimile (03) 9650 5878
Administrator:
Attention: Michael Brennan,
Address: c/- Ernst & Young, 120 Collins Street. Melbourne Victoria 3000
Facsimile (03) 9650 5878
11.1 Waiver
The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.
11.2 Attorneys
Each attorney who executes this Deed on behalf of a party declares that the attorney has no notice of the revocation or suspension by the grantor or in any manner of the power of attorney under the authority of which the attorney executes this Deed and has no notice of the death of the grantor.
12. LAW AND JURISDICTION
12.1 Governing Law
This Deed is governed by the law in force in Victoria.
12.2 Submission to Jurisdiction
The parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Deed.
EXECUTED AS A DEED
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THE COMMON SEAL of FITZROY FOOTBALL CLUB LIMITED (ADMINISTRATOR APPOINTED) (ACN 005 881 201) was affixed hereto by me as Administrator (M.F. Brennan)
SIGNED, SEALED and DELIVERED by MICHAEL FREDERICK BRENNAN in the presence of:.........................
THE COMMON SEAL of BRISBANE BEARS FOOTBALL CLUB LIMITED (ACN 054 263 473) was affixed in accordance with it's articles of association in the presence of: (Director)
The following is a full and complete text of the Deed of Arrangement (the colloquially named 'merger' document) signed between Michael Brennan (the administrator of Fitzroy) and the Brisbane Bears Football Club.
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Australian Securities Commission
FORM 911
FITZROY FOOTBALL CLUB LTD, (Subject to Deed of Company Arrangement)
A.C.N. or A.R.B.N. 005 881 201
Deed of Company Arrangement Section 450B(c)
6th August 1996
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PARTIES:
FITZROY FOOTBALL CLUB LIMITED, (Administrator Appointed) ACN 005 881 201 ("Fitzroy"):
MICHAEL FREDERICK BRENNAN, ("the Administrator");
BRISBANE BEARS FOOTBALL CLUB, ACN 054 263 473 ("Brisbane Bears")
DEED OF COMPANY ARRANGEMENT
DEACONS GRAHAM & JAMES Lawyers, Level 24, 385 Bourke Street MELBOURNE 3000
Telephone (03) 9230 0411
Facsimile: 03 9230 0505
DX 445 Melbourne
Reference SFSP:mlg
29/7/96
eom/SFSP/D/6109410001/0007
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THIS DEED is made on 4th August 1996
PARTIES:
1. FITZROY FOOTBALL CLUB LTD. ,(Administrator Appointed) ACN 005 881 201 of 2 Charles Street, Northcote in the State of Victoria ("Fitzroy"):
2. MICHAEL FREDERICK BRENNAN, Registered Liquidator of Ernst & Young, Chartered Accountants, 120 Collins Street, Melbourne, Victoria, 3000 ("Administrator");
3. BRISBANE BEARS FOOTBALL CLUB, (ACN 054 263 473 of "The Gabba" 840 Stanley Street, Woolloongabba in the State of Queensland ("Brisbane Bears")
RECITALS:
A. On the Appointment Date, Nauru appointed the Administrator as administrator of Fitzroy pursuant to s436C of the Law
B. Fitzroy's creditors met in accordance with s439E(3) of the Law on 4 July 1996 and retained the Administrator as administrator of Fitzroy.
C. Fitzroy's creditors met in accordance with s.439A of the Law on 25th July and resolved in accordance with s.439C of the Law that Fitzroy execute this Deed.
WITNESSES:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this deed unless the context otherwise requires:
"1996 season" means the 1996 home and away premiership season (including the AFL final series) of the AFL competition;
"AFL" means Australian Football League ACN 004 155 211
"AFL Club" means any person or entity which is granted the status of a club by AFL and the right of representation on AFL and which holds an AFL Licence;
"AFL Competition" means the football competition conducted by AFL;
"AFL Licence" means a licence issued by the AFL to an AFL club under which the AFL club is entitled to compete in the AFL Competition;
"AFL Rules" means all the laws, codes, rules and regulations of AFL which govern the conduct of the AFL Competition and the constituent documents of AFL;
"Appointment Date" means 28th June 1996, being the date on which the Administrator was appointed by Nauru as administrator of Fitzroy.
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"Business Day" means a day on which banks are open for general business in Melbourne.
"Club Operations" means all the operations and activities (including the Football Operations) of an AFL Club:
"Commencement Date" means 4th August 1996:
"Commission" means the Australian Securities Commission;
"Court" means the Supreme Court of Victoria;
"creditor" means any person of company, who at the Appointment Date has a pecuniary claim against Fitzroy, whether present or future, certain or contingent or ascertained or sounding only in damages, including but without limiting the generality of the foregoing)
1) any surety or guarantor of any debt owed by Fitzroy on or before the Appointment Date to the extent (and no further) that the surety or guarantor had on or before the Appointment Date paid that debt; and
2) any person who would have been entitled to prove in the winding up of Fitzroy had an order been made for the winding up of Fitzroy by the court upon an application filed on the Appointment Date.
"debt" means in relation to a creditor, the pecuniary claim of that creditor and in particular
a) if the creditor is a surety or guarantor, the amount of the debt owed by Fitzroy that the surety or guarantor had paid on or before the Appointment Date; or
b) if the creditor is a person who would have been entitled to prove in the winding up of Fitzroy had an order been made for the winding up of Fitzroy by the court upon an application filed on the Appointment Date, the amount for which the creditor would have been entitled to prove.
"this deed" neas the Deed of Company Arrangement;
"the Deed's costs" means all of the legal costs, expenses and disbursements (on a solicitor and own client basis) of or incidental to the negotiation, preparation and implementation of this Deed;
"Fitzroy Creditors" means the creditors of Fitzroy;
"Football Operations" means the training, coaching, playing and selection activities of an AFL club associated with the fielding of a football team by the AFL Club in the AFL Competition;
"Law" means the Corporations Law;
"Merger" means the merger of the Club Operations of Fitzroy and the Club Operations of the Brisbane Bears in accordance with the terms of this Deed and "Merge" has a corresponding meaning;
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"Merged Club" means Brisbane Bears which will conduct the combined Club Operations of Fitzroy and Brisbane Bears following the Merger;
"Merger Date" means 1 November 1996 or such other date as Fitzroy, the Administrator, Brisbane Bears and AFL may agree;
"Nauru" means Nauru Insurance Corporation (Vic) Pty Ltd ACN 066 901 684
"Players" means the 42 players included in the Fitzroy AFL list for the 1996 season;
"Preferential Creditor" means a person whose debt or claim would be entitled to priority in the case of the winding up of Fitzroy under the Law, the winding up being deemed to have commenced at the Appointment Date;
"the Prescribed Provisions" means the prescribed provisions of Schedule 8A of the Regulations to the Law;
"the Regulations" means the Regulations to the Law;
"renumeration of the Administrator" shall include the Administrator's professional costs calculated in accordance with clause 9.3 hereof and all other costs and expenses properly incurred by the Administrator in connection with or arising out of the Deed, including the Deed's costs; and
"Schedule A" means the Schedule marked "A" attached to this Deed which sets out Fitzroy's anticipated cash flow requirements for the conduct of Fitzroy's Club Operations from the Appointment Date until 15th November 1996, as amended from time to time by the agreement of the Administrator, Brisbane Bears and AFL.
1.2 General
In this Deed, unless the context otherwise requires:
a) a reference to any legislation or legislative provision includes any statutory modification of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision
b) the singular includes the plural and vice versa
c) a reference to an individual or person includes a corporation, a partnership, joint venture, association, authority, trust, state or government and vice versa;
d) a reference to any gender includes all genders;
e) a reference to a recital, clause schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of, or to this Deed
f) a recital, annexure or a description of the parties forms part of this Deed;
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g) a reference to any agreement or document is to that agreement or document (and where applicable any of its provisions) as amended, novated, supplemented or replaced from time to time;
h) a reference to any party to this Deed or any other document or arrangement that includes the party's executors, administrators, substitutes, successors and permitted assigns;
i) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
j) every agreement or undertaking expressed or implied by which more than one person agrees or undertakes any obligation or derives any benefit, binds or enures for the benefit of those persons jointly and each of them severally; and
k) a reference to "dollars" or "$" is to Australian currency;
1.3 Headings
In this Deed headings are for convenience of reference only and do not affect interpretation
2. ARRANGEMENTS
In consideration of Brisbane Bears agreeing to pay or procure the payment of the amounts referred to in clause 4 and to provide the indemnities hereinafter provided, Fitzroy agrees to Merge its Club Operations with those of the Brisbane Bears on or before the Merger Date in the manner set out in this Deed.
Except as provided in this Deed, nothing in this Deed will be construed or interpreted to mean that Brisbane Bears will assume any liability for the debts or obligations of Fitzroy or that the Brisbane Bears will have any input in the ongoing management of Fitzroy after the Merger Date.
3. CONDUCT OF FITZROY'S FOOTBALL AND CLUB OPERATIONS PRIOR TO MERGER ARRANGEMENT
a) The management of Fitzroy shall be vested in the Administrator. Fitzroy will carry on its Club Operations in the normal and ordinary course for the balance of the 1996 season and thereafter on a minimum basis necessary to implement the Merger.
b) Fitzroy will use it's best endeavours to maintain and secure all revenue from sponsorship, signage, Fitzroy coterie groups and other groups for the balance of the 1996 season (including the Fitzroy coterie groups known as "The Roys", "The Pride" and The Lionhunters" and the Fitzroy cheersquad.
c) Fitzroy will establish an advisory group comprising appropriate key supporters of Fitzroy, and AFL, to be chaired by the Administrator (or his nominee). The advisory group shall not contain more than five members and shall meet at such times and at such frequency as is determined by the Administrator. The function of the advisory group is to assist the Administrator
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in matters concerning Fitzroy's Football Operations, Fitzroy coterie groups and Fitzroy members.
d) Fitzroy agrees that it will regularly liaise with, consult and provide reasonable administrative assistance to a Brisbane Lions representative appointed by Brisbane Bears in relation to Fitzroy's Club Operations (other than Football Operations) and will provide such information as may be reasonably requested by the representative to ensure a successful Merger. The representative shall be entitled to attend and participate in the meetings of the advisory group referred to in clause 3 (c) except to the extent that the meetings involve consideration of Fitzroy's Football Operations.
4. FUNDING OF FITZROY
4.1 AFL Payments
a) AFL Payout
Subject to any right of set-off which AFl might have against Fitzroy pursuant to the terms of Fitzroy's AFL licence, Brisbane Bears will procure AFL to pay Fitzroy an amount equivalent to the amount that would ordinarily have been paid to Fitzroy in respect of its participation in the AFL Competition for the 1996 Season, such amount to be not less than $482,000.00. The amount is to be paid in such a manner as to meet Fitzroy's liability for payments to Players for the balance of the 1996 Season and Fitzroy's liability for payments to other staff in the wek ended 2 August 1996 as set out in Schedule A. The balance of the amount to be paid by AFL shall be paid on 31 October 1996 or earlier if required to meet Fitzroy's cash flow requirements. Fitzroy agrees to apply the amount payable by AFL under this clause 4.1(a) in discharging or satisfying liabilities incurred in the normal and ordinary conduct of its Club Operations (including those payments to Players referred to in Schedule A) from the Appointment Date until 15th November 1996.
b) AFL Standby Facility
If the revenue of Fitzroy and the amount payable by AFL under clause 4.1(a) are insufficient to discaharge and satsify the liabilities incurred in the normal and ordinary condcut of its Club Operations from the Appointment Date until 15th November 1996, Brisbane Bears will procure the payment by AFL of up to a further $200,000.00 to Fitzroy to meet such liabilities, such amount to be paid in such a manner as to meet such liabilities, such amount to be paid in such a manner as to meet Fitzroy's cash flow requirements set out in Schedule A.
4.2 Brisbane Bears Funding
a) Indemnity for Player Payments
Subject always to clause 4.2(b), Brisbane Bears will, pursuant to the terms of this Deed, provide an indemnity to Fitzroy in respect of Fitzroy's ability for payments to Players in respect of the 1996 season and for acommodation or other benefits in
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respect of the 1996 calendar year outstanding as at 31 October 1996 (which at the date of this Deed is projected to be at 31 October 1996 no greater than $850,000). Brisbane Bears's liability under this indemnity shall not exceed $1,000,000.00. This indemnity shall be called upon to satisfy payments to Players which remain outstanding after the total funding available under clauses 4.1(a) and (b) has been exhausted.
b) Advance by Brisbane Bears
If the revenue of Fitzroy, the amount payable by the AFL under clause 4.1 (a) and the payment under clause 4.1 (b) are insufficient to discharge or satisfy Fitzroy's liability for payments to Players in respect of the 1996 Season and for accomodation or other benefits in respect of the 1996 calendar year at Fitzroy's request, Brisbane Bears will advance to Fitzroy by way of loan (on an interest free basis) such an amount or amounts (not in total exceeding $1,000,000.00 as may be required to pay under clause 4.2(a).
c) Payment to Unsecured Creditors
In addition to any amounts to be paid pursuant to clause 4.2 (a) and subject always to clause 4.2 (d), Brisbane Bears will pursuant to the terms of this Deed, provide an amount required to discharge or otherwise satisfy Fitzroy's liabilities to unsecured creditors (and if this amount (excluding any amount paid under clause 4.2 (a)) exceeds $950,000.00. Brisbane Bears shall only be required to provide $950,000.00 pursuant to this clause 4.2 (c)). This payment required to be made by Brisbane Bears pursuant to this clause 4.2 (c) shall be made on 31 October 1996.
d) Recourse to Additional Funding
If the revenue of Fitzroy, the amount payable by the AFL under clause 4.1 (a) and the payment under clause 4.1 (b) and any loan advances under clause 4.2 (b) are insufficient to discharge the liabilities incurred by Fitzroy in the normal and ordinary conduct of it's Club Operations from the Appointment Date until the Merger Date, at Fitzroy's request Brisbane Bears will advance by way of loan (on an interest free basis) such an amount or amounts (not in total exceeding $950,000.00 as may be required to meet such liabilities.
Any amount advanced by Brisbane Bears pursuant to this clause 4.2 (d) shall be deducted from the amount which Brisbane Bears is required to pay under clause 4.2 (c)
e) Fitzroy to supply certificate to Brisbane Bears.
If Fitzroy makes any request under clause 4.2 (b) or (d), it must provide to Brisbane Bears at the time of request, a written certificate signed by the Administrator certifying that all of the
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revenue of Fitzroy, all of the amount payable by the AFL under clause 4.1(a), all of the payment under clause 4.1 (b) (and in the case of of clause 4.2(d), all of the loan advances made by Brisbane Bears under 4.2(b)) have been exhausted.
4.3 AFL and Brisbane Bears not to prove
Brisbane Bears shall not, and will procure that AFL does not, lodge any proof of debt in respect of the payments to be made under clause 4.1 and 4.2
4.4 Administrators Fees and Expenses
Brisbane Bears will pay (on a monthly basis) the Administrator his remuneration as administrator of Fitzroy and as administrator of this Deed (in accordance with Clause 9.3 of this Deed) and all out-of-pocket expenses incurred by the Administrator (including legal costs on a solicitor-own client basis)
4.5 Weekly Reporting
The Administrator agrees that he will provide weekly reports to Brisbane Bears detailing his feed and the out-of-pocket expenses incurred or paid and all financial transactions during the preceeding week.
4.6 Commencement of Legal Proceedings
The Administrator agrees that he will not commence or participate in any legal proceedings in relation to a matter without first consulting Brisbane Bears as to the most effective and efficient way to resolve the matter. If the Administrator and Brisbane Bears cannot agree on the most appropriate course of action, a suitably qualified and experienced Queen's Counsel will be appointed (as agreed by the Administrator and Brisbane Bears, or failing agreement, as nominated by the president for the time being of the Bar Council of Victoria) to provide an opinion which shall be binding on the Administrator and Brisbane Bears.
4.7 Nauru Debt
Fitzroy acknowledges that the debt owed to Nauru has been assigned to the Brisbane Bears. Brisbane Bears agrees that it will not pursue any claim in respect of the debt until after the termination of this Deed and will only lodge a proof of debt for the purposes of voting at meetings of Fitzroy Creditors (and for no other purpose).
5. BONDBOROUGH PTY LTD
Brisbane Bears will forthwith make a written offer to Bondborough Pty Ltd ACN 054 122 271 to purchse the leasehold and business of Bondborough Pty Ltd on terms to be agreed by Brisbane Bears and Bondborough Pty Ltd (including terms as to those matters set out in Schedule B hereto).
The offer shall lapse on the earlier of:
a) 15th September 1996;
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b) the release or abandonment of Bondborough Pty Ltd of any claim that it may have as a creditor of Fitzroy;
c) the agreement of Bondborough Pty Ltd not to pursue any claim it may have as a creditor of Fitzroy;
d) the expiration of three business days after a court of competent jurisdiction determines that Fitzroy has no present entitlement in Bondborough Pty Ltd or its assets or that Fitzroy's only interest is as a beneficiary under a discretionary trust;
e) the expiration of three business days after a court of competent jurisdiction determines that Bondborough Pty Ltd is not a creditor of Fitzroy;
f) the settlement of any claim Bondborough Pty Ltd may have as a creditor of Fitzroy;
g) the occurrence of any other event or the existence of any other circumstances after the execution of the Merger Agreement dated 17 July 1996 between Brisbane Bears, Fitzroy and the Administrator which results in Bondborough Pty Ltd not pursuing any claim as a creditor of Fitzroy.
6. BRISBANE BEARS' CHANGE OF NAME
Brisbane Bears shall arrange for a general meeting to be held at which a special resolution will be proposed to change the company name of Brisbane Bears to Brisbane Bears-Fitzroy Football Club Limited and Brisbane Bears shall use its best endeavours to obtain such approval.
7. MERGER ARRANGEMENTS
7.1 Transfer of Fitzroy's Assets
In consideration of the payments to be made under clause 4.2:
a) after the end of the 1996 Season and on or before the Merger Date, Fitzroy will cease its Fitzroy Operations, terminate the membership of its Appointee of AFL (appointed pursuant to AFL's constitutent documents and surrender its AFL Licence and release AFL from all claims connected with its AFL Licence and such termniation and surrender; and
b) on or before the Merger Date, Fitzroy will transfer to Brisbane Bears all tangible and intangible assets associated with its Club Operations (including all memorabilia) and pay to Brisbane Bears all available moneys by repayment of the Loan advances made under clauses 4.2(b) and 4.2 (d).
7.2 Implementation of Merger
The parties agree that the Merger will be implemented in the following manner.
a) The Merged Club will trade as Brisbane Lions Australian Football Club and subject to the passing of the special resolution
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referred to in clause 6, the Merged Club will be re-named Brisbane Bears-Fitzroy Football Club Limited:
b) The playing uniform of the Merged Club will, for a period of 7 years after the Merger Date for away games, comprise the existing Fitzroy playing uniform (or the existing Fitzroy preseason playing uniform) (save that the emblem shall be be BL not FFC) and for all home games and all games after 7 years, will predominately comprise all Fitzroy colours in a design approved by AFL;
c) The logo of the merged club will be the Fitzroy lion logo in perpetuity;
d) At least three Fitzroy nominees will be appointed to the board of the Merged Club to fill casual vacancies. Brisbane Bears will procure the continued appointment of two directors nominated by the body or entity to be established pursuant to clause 8 for a period of 10 years from the merger date;
e) The Merged Club will include on its list at least 8 Fitzroy players on the basis of not less than their then existing contracts to be nominated by the Merged Club in priority to the right of any other AFL Club to draft any Fitzroy players;
f) The list of the merged club will contain 44 players in 1997, reducing to 42 players in 1998.
g) The salary cap for the Merged Club will be increased above the level which applies to the Brisbane Bears by $300,000 in 1997, $200,000 in 1998 and $100,000 in 1999.
h) The Merged Club will play one half of the total number of home and away games per season at the Gabba and as many Melbourne based away premiership games as possible will be played at Optus Oval or the Melbourne Cricket Ground (but not less than 6) with any other away premiership games at any of Waverley, Optus Oval or the Melbourne Cricket Ground at which Melbourne based members of the Merged Club will have home ground status (in respect of which Brisbane Bears will make a contribution to gate receipts of an amount determined by AFL); and
i) Fitzroy's coterie groups will have the right to take up commensurate arrangements in the Merged Club including the designated away games played in Melbourne.
8. FITZROY REPRESENTATION POST MERGER
After the merger Brisbane Bears will establish an appropriate body or entity to:
i) manage and maintain the Fitzroy memorabilia which will be utilised in the Club Operations of the Merged Club;
ii) represent the interests of the Melbourne based members of the Merged Club; and
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iii) nominate persons to serve as directors on the board of the Merged Club for 10 years after the Merger Date.
9. POWERS, RENUMERATION OF THE ADMINISTRATOR, ETC.
9.1 Powers
The Administrator may:
a) exercise all powers of Fitzroy vested in its directors.
b) exercise all powers given t him under Part 5.3A of the Law;
c) exercise all powers specified in Paragraph 2 of the Prescribed Provisions.
9.2 Indemnity
Subject to the Law, the Administrator shall be indemnified by Fitzroy against any liability arising from or incidental to his administration contemplating by this Deed and he shall have a lien over all the property of Fitzroy for that indemnity. Brisbane Bears does not have a right of subrogation pursuant to this Indemnity.
9.3 Remuneration
The remuneration of the Administrator and of his partners and staff in the administration of Fitzroy prior to the date of this Deed and the administration contemplated by this Deed shall be calculated on a time basis and shall be the maximum rates recommended from time to time by the Insolvency Practitioners Association of Australia and the Administrator shall be entitled to be reimbursed for all expenses and other disbursements properly incurred by him in the administration of Fitzroy before the date of this Deed and the administration contemplated by this Deed.
9.4 Inability to locate Participating Creditor
If the Administrator is for any reason unable to locate any creditor or if any cheque sent by the Administrator to a creditor has not been presented by the time this Deed would otherwise terminate, then the Administrator shall stop payment of scuh cheque and such monies represented by such stopped cheque or held by the Administrator on behalf of the creditor shall be paid to Fitzroy and held by Fitzroy upon trust for such creditors, and the payment of such monies by the Administrator to Fitzroy shall constitute a full and final discharge of the obligations of the Administrator to the creditor.
9.5 CONFLICT
If any provision of this deed is inconsistent with the Memorandum or Articles of Association of Fitzroy, this Deed shall prevail to the extent of such inconsistency.
9.6 TIME
Time is of the essence.
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9.7 SEVERANCE
If the whole or any part of any term, condition, covenant or stipulation of this Deed or of the application thereof to any person or circumstance shall be or become illegal, invalid or unenforceable or infringe upon any statutory requirement including any provision of the Law the same shall be deemed to be read down to such extent as is necessary to ensure that it does not so infringe and as may be reasonable in all circumstances so as to gave same a valid operation and effect albiet of a partial nature and if same cannot be so read down it shall be deemed to be void and severable and the remaining terms, covenants, conditions and stipulations including, where applicable, the remaining part of the particular term, covenant, condition and stipulation of this Deed shall be valid and enforceable to the fullest extent permitted by law.
10. NOTICES
10.1 Method of Giving Notices
A notice, consent, approval or other communication (each a Notice) under this Deed shall be signed on behalf of the person giving it, addressed to the person to whom it is to be given and:
a) delivered to that person's address
b) sent by pre-paid mail to that person's address; or
c) transmitted by facsimile to that person's address.
10.2 Time of Receipt
A Notice given to a person in accordance with this clause is treated as having been given and received:
a) if delivered to a person's address, on the day of delivery if a Business Day, otherwise on the next Business Day;
b) if sent by pre-paid mail, on the third Business Day after posting.
c) if transmitted by facsimile to a person's address and a correct and complete transmission report is received, on the day of transmission if a Business Day, otherwise on the next Business Day.
10.3 Addresses for Notices
For the purpose of this Clause the address of a person is the address set out below or another address of which that person may from time to time give Notice to each other person
Brisbane Bears:
Attention: Andrew Ireland,
Chief Executive,
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Address: "The Gabba" 840 Stanley Strett Woolloongabba, Queensland 4102
Facsimile (07) 3891 5929
Fitzroy
Attention: Michael Brennan,
Address: c/- Ernst & Young, 120 Collins Street. Melbourne Victoria 3000
Facsimile (03) 9650 5878
Administrator:
Attention: Michael Brennan,
Address: c/- Ernst & Young, 120 Collins Street. Melbourne Victoria 3000
Facsimile (03) 9650 5878
11.1 Waiver
The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.
11.2 Attorneys
Each attorney who executes this Deed on behalf of a party declares that the attorney has no notice of the revocation or suspension by the grantor or in any manner of the power of attorney under the authority of which the attorney executes this Deed and has no notice of the death of the grantor.
12. LAW AND JURISDICTION
12.1 Governing Law
This Deed is governed by the law in force in Victoria.
12.2 Submission to Jurisdiction
The parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Deed.
EXECUTED AS A DEED
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THE COMMON SEAL of FITZROY FOOTBALL CLUB LIMITED (ADMINISTRATOR APPOINTED) (ACN 005 881 201) was affixed hereto by me as Administrator (M.F. Brennan)
SIGNED, SEALED and DELIVERED by MICHAEL FREDERICK BRENNAN in the presence of:.........................
THE COMMON SEAL of BRISBANE BEARS FOOTBALL CLUB LIMITED (ACN 054 263 473) was affixed in accordance with it's articles of association in the presence of: (Director)
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