In connection with the Trawlers Transaction, we entered into a governance agreement, dated as of 24 December 2023 (the “Governance Agreement”), with Trawlers (together with its permitted holders and transferees and certain related parties thereof, the “Trawlers Parties”) and the members of the Glazer family and their affiliates listed in Schedule A thereto (together with their permitted transferees and other permitted holders, the “Glazer Parties”), which became effective upon the closing of such transaction. Pursuant to the Governance Agreement, among other things and subject to certain exceptions and other limitations set forth therein, the parties thereto agreed: (i) for so long as the Glazer Parties are the Majority Holder, to provide us with a right to drag the Trawlers Parties into a full sale of the Company beginning 18 months following the Closing, subject to certain requirements, (ii) to provide the Trawlers Parties and the Glazer Parties with customary preemptive rights, (iii) to provide the Trawlers Parties with customary tag-along rights, and (iv) to provide either the Trawlers Parties or the Glazer Parties, in their capacity as the Minority Holder under the Governance Agreement, with consent rights over certain actions by us for so long as such Minority Holder holds at least 15% of the total number of Class A ordinary shares and Class B ordinary shares issued and outstanding, including but not limited to, our entry into a definitive agreement to sell 100% of the Company within one year following the Closing and the payment or declaration of any dividend in respect of the Class B Ordinary Shares for three years following the Closing. The Governance Agreement further provides that for one year following the Closing, the Glazer Parties will not solicit a full sale of the Company without the prior written consent of the Trawlers Parties and, with respect to any full sale of the Company that is consummated (or with respect to which a definitive agreement is entered into) prior to the third anniversary of the Closing, the Trawlers Parties must receive consideration in cash equal to at least $33.00 per share in connection with such transaction. The Governance Agreement also provides the parties thereto with certain rights to nominate individuals for election to our board of directors and to appoint members of our subsidiaries’ boards of directors as described under “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—Arrangements or Understandings.” In addition, for so long as a Minority Holder has the right to nominate at least one individual for election to our board of directors, such Minority Holder has the right, subject to applicable law, to have each committee of our board of directors (other than the audit committee), and each committee of any of our subsidiaries’ boards of directors, include at least one designee of such Minority Holder.
For additional information regarding the material terms of the Governance Agreement, see Section 13 — ”Summary of the Transaction Agreement and Certain Other Agreements — Certain Other Agreements — Governance Agreement” of the Offer to Purchase, dated January 17, 2024, included as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, filed by Trawlers and James A. Ratcliffe with the SEC on January 17, 2024, which is incorporated by reference into this Annual Report.
In connection with the Trawlers Transaction, we also entered into a registration rights agreement, dated as of 20 February 2024 (the “Registration Rights Agreement”), with Trawlers and the Glazer Parties. The Registration Rights Agreement grants the parties thereto (each, a “Holder”) certain demand registration rights, whereby the Holders have the right to require us to file registration statements registering the Class A ordinary shares beneficially owned by or otherwise issuable to such Holders from time to time, including, without limitation, Class A ordinary shares issuable upon the conversion of Class B ordinary shares beneficially owned by such Holders (such Class A ordinary shares, collectively, “registrable securities”). In addition, Holders have the right to request one or more underwritten offerings of registrable securities. The Registration Rights Agreement also provides for customary piggyback registration rights. The registration rights provided for in the Registration Rights Agreement are subject to certain customary conditions and limitations. We are required to pay all registration expenses incurred in connection with any registration or offering of registrable securities conducted pursuant to the Registration Rights Agreement, including the reasonable fees and disbursements of one firm of legal counsel representing the Holders.
During the year ended 30 June 2025, the Trawlers Transaction Agreement, Governance Agreement and Registration Rights Agreement were assigned to INEOS pursuant to the Assignment. See “General Information — Trawlers Transaction” above for further details.
Further, during the year ended 30 June 2025, the Group received services with the value of L4,700 for nil consideration from related party INEOS Automotive Limited.
Except as described above, there have been no other related party transactions since the beginning of our last full fiscal year that began on 1 July 2024 through the date of this Annual Report.