12. Transfer Documentation
There are a number of core agreements required to be entered into to effect the split. Below is a short summary of each and its status.
Agreements for Sale and Purchase
These agreements are the principal documents in relation to the sale and purchase of the assets of ECNZ. The agreements set out the obligations of each party and they have now been substantially agreed between ECNZ and each IDG.
The agreements require the other documents listed below to have been entered into prior to settlement and provide that settlement must occur in relation to all three SOEs or none.
Loan Facility Agreement
The Loan Facility Agreements are described in Section 7 above. The agreements have been substantially agreed. An audit of ECNZ's existing debt has confirmed that all of ECNZ's current debt portfolio is covered by these agreements.
Hedge Offset Contract
This single agreement will be signed by all three SOEs and ECNZ. The agreement allocates the hedge portfolio of ECNZ amongst the three SOEs. The intention of the agreement is to mirror ECNZ's benefits and obligations under its existing hedge contracts. Negotiations on this agreement are substantially complete.
Comalco Assignment
ERTU has concluded commercial negotiations with Comalco and has received confirmation from Comalco and its legal advisers that the draft documentation is acceptable. The form of the assignment document has been fixed by a letter exchanged between Comalco and ERTU.
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