MPS Limited Amends Share Subscription Agreement to Permit Transfer of Equity in MPSi to Beach Trust
MPS Limited has executed an Amendment to the Share Subscription and Shareholders' Agreement (SSSHA) relating to its subsidiary, MPS Interactive Systems Limited (MPSi). The amendment permits the transfer of shares held by Mr. Rodney Charles Beach in MPSi to the Beach Trust, a trust established under the laws of Victoria, Australia.The agreement was formalized following approval by the Board of Directors of MPS Limited on August 8, 2026. This move alters specific provisions of the original SSSHA, dated October 10, 2025.
Under the new Amendment Agreement, Mr. Beach can transfer all equity shares he holds in MPSi to the Beach Trust. The trust is managed by Mr. Beach, who serves as the sole trustee, sole appointor, and primary beneficiary of the entity. Upon successful completion of the permitted transfer and subsequent execution of a deed of adherence by the Beach Trust, the Trust will assume the rights and obligations designated for a Shareholder under the SSSHA concerning the transferred shares.
The Amendment Agreement contains several significant terms related to governance and control. While the transfer is taking place, Mr. Beach will continue to be liable for certain obligations outlined in the original SSSHA as specified within the amendment. Furthermore, the agreement mandates that if Mr. Beach ceases his control over the Beach Trust, the transferred shares must be re-transferred back to him under the terms of the SSSHA.
The transaction involves no fresh issuance of shares and does not carry any monetary consideration. The execution of the Amendment Agreement did not result in a change to MPSi's existing shareholding structure.
Key details regarding the amendment are summarized below:
| Particular | Details |
|---|---|
| Parties Involved | MPS Limited, MPS Interactive Systems Limited (MPSi), and Mr. Rodney Charles Beach. |
| Original Agreement Date | October 10, 2025 (Share Subscription and Shareholders' Agreement). |
| Purpose of Amendment | To permit the transfer of Mr. Beach's shareholding in MPSi to the Beach Trust. |
| Financial Consideration | Not Applicable; the agreement does not involve a fresh issuance of shares or monetary consideration. |
| Operational Impact | The amendment permits the transition of ownership from Mr. Beach to the Beach Trust, ensuring that the Trust assumes corresponding rights and obligations under the SSSHA upon transfer completion. |
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