Exhibit 10.1 Share Purchase Agreement

 

• Roadships Acquisitions aims to acquire 100% of the shares on issue for Royans Brisbane in exchange for ordinary shares, preference shares and options in its parent company Roadships Holdings.

 

• Roadships Holdings will offer to acquire the Leasehold property at Corner Industrial and Campbell Roads, Wacol QLD 4076 (Wacol) and all of the issued shares of Royans Brisbane for the following consideration (subject to adjustment and a maximum payment as set out below and free of undisclosed encumbrances and other third party rights) (“Purchase Consideration”):

 

• The Purchase Consideration is made up of the following payments:

 

 

• (3.1) “First Payment” as set out in 2.1 above,

 

 

• (3.2) “Second Payment” made upon completion of sale and purchase of the Leasehold property as set out in 2.2 above,

 

 

• (3.3) “Third payment” made upon competition of the sale and purchase of the shares as set out in 2.3 above,

 

 

• (3.4) The payments relating to 3.2 and 3.3 above will be paid 100% in scrip to be satisfied via the following issues and transfers

 

 

• (3.4.1) 10 million preference shares in Roadships Holdings to be issued to Peter Royans,

 

 

• (3.4.2) 5 million common shares in Roadships Holdings to be issued to Peter Royans,

 

 

• (3.4.3) 3 million free trading shares in Roadships Holdings,

 

 

• (3.4.4) 4 million options in Roadships Holdings exercisable at par with a strike price of 25 cents each to be issued to Peter Royans

 

 

• (3.5) The payments relating to 3.1 above will be paid in cash to Putoke Alinton Pty Ltd as trustee of the Putoke No. 2 Unit Trust or as otherwise directed in writing by Peter Royan.

 

 

• The Effective Date will be taken as 1 December 2010 when the payments described in 3.2, 3.3 and 3.4 shall be made. Roadships Acquisitions will be entitled to all of the benefits and liabilities and to report the profit of Royans Brisbane from the Effective Date.

 

• The Roadships Acquisitions offer has been made on the basis of a number of assumptions including:

 

 

o full disclosure of all encumbrances relating to Royans Brisbane and the Leasehold property Wacol;

 

 

o sufficient working capital in Royans Brisbane at the Effective Date to fund at least three months future operations;

 

 

o the forecast overhead expenses, include all costs required for Royans Brisbane to operate on a standalone basis; and

 

 

o reasonable and achievable financial forecast for the financial year 2011 and 2012

 

 

• Roadships Acquisitions’ offer range is made subject to full and complete due diligence on Royans Brisbane and the following key conditions:

 

 

o commercial due diligence by Royans Brisbane to Roadships Acquisitions’ satisfaction;

 

 

o satisfactory detailed accounting and legal due diligence required as part of an IPO including an investigating accountants report and forecast review;

 

 

o implementation of three years service agreement(s) with Key Management. For the purposes of this HoA Key Management is deemed to include Peter Royan and the Branch and Sales Managers;

 

• The involvement of Royans Brisbane within the operations of Roadships Holdings will comprise a pre-IPO involvement and post-IPO or ongoing involvement.

Royans Brisbane will principally operate within its existing ordinary course of business after the execution of this Transaction, and will maintain its existing operational integrity aside from the involvement of Royans Brisbane in the ongoing Roadships Acquisitions model which will consist of:

 

1. A central sales and marketing function;

 

 

2. transport operations function including Customer Relationship Management (“CRM”) implementation and integration;

 

 

3. Financial and Treasury functions;

 

 

4. Human Resources function

 

Each of these areas is considered in-turn below:

 

• Roadships Holdings will aim to sell Royans Brisbane’s capabilities along side other constituent company products. Royans Brisbane’s involvement within the Roadships Acquisitions sales function will include:

 

 

o formulation of integrated client offerings of services to Roadships Acquisition and Royans Brisbane clients;

 

 

o participation in Roadships Acquisition’s marketing presentations to clients including the involvement of relevant Royans Brisbane sales and specialist staff.

 

• Roadships Holdings will conduct and manage pre-IPO preparation for constituent companies to consist of the following:

 

 

• Commercial due diligence period to identify key legal, financial risks and material business issues for disclosure within the Prospectus

 

 

• Preparation of a consolidated financial model for Roadships Holdings and its constituent companies including detailed financial accounts including Profit and Loss, Balance Sheet and Cashflow statements for each of the years:

 

 

•  2008(a) pro-forma, 2009(a) pro-forma, 2010(a) pro-forma

 

 

• 2011 forecast , 2012 forecast

 

 

• Formulation and implementation of management accounting and reporting process and protocols across all constituent companies;

 

 

• Formation and implementation of financial reporting protocol and process across all constituent companies;

 

 

• Formulation and implementation of a treasury function across all constituent companies;

 

 

• Formulation and implementation of appropriate governance procedures including:

 

 

• public board (governance procedures)

 

 

• executive committee (governance procedures)

 

 

• other board committees and  process and procedures required for a public company

 

 

• Roadships Holdings will conduct, fund, implement and manage the envisaged IPO process including:

 

 

• appointment of Broker(s) to the issue and/or an underwriter;

 

 

• appointment of legal, accounting and technology advisors;

 

 

• co-ordination of the IPO due diligence process including

 

 

• management of legal due diligence and final due diligence report

 

 

• management of investigating accountants historic audit and final report

 

 

• management of investigating accountants forecast review and final report

 

 

• management of pricing, offer structure and  IPO mechanism;

 

 

• pre-marketing and management of IPO public relations campaign; and

 

 

• IPO settlement and allotment process.

 

 

The following Transaction documentation is envisaged:

 

• Sale and Purchase Agreement

 

 

o Document acquisition of Royans Brisbane, including consideration mechanism, Conditions Precedent other conditions, representations and warranties in accordance with the terms and principles within this HoA

 

• In consideration of Roadships Acquisitions and Roadships Holdings providing this HoA, Royans Brisbane agrees that the existence, extent and terms of this HoA and all information concerning the Roadships Acquisitions and the Roadships Holdings plans, strategy and operational model (“Roadships Holdings Confidential Information”) will be kept strictly confidential and must not be used for any purpose other than in respect of the proposed acquisition, and without restricting the generality of the foregoing, Royans Brisbane must not otherwise publish generally, use to its commercial advantage or communicate to anyone in general, Roadships Holdings’ Confidential Information or any part of Roa dships Holdings’ Confidential Information (including the fact that Roadships Holdings’ Confidential Information has been provided to it).