MPS Limited
Main Body
MPS Limited has disclosed the execution of an Amendment Agreement to the Share Subscription and Shareholders' Agreement (SSSHA) concerning its material subsidiary, MPS Interactive Systems Limited (MPSi).
Nature and Terms:
- The Amendment Agreement was executed on 08 August 2026 among MPS Limited, MPS Interactive Systems Limited, and Mr. Rodney Charles Beach.
- It amends the original SSSHA dated 10 October 2025.
- The primary purpose is to permit the transfer of Mr. Beach's entire shareholding in MPSi to the Beach Trust, a trust established under the laws of Victoria, Australia.
- Mr. Beach is the sole trustee, sole appointor, and sole primary beneficiary of the Beach Trust.
- Upon completion of the permitted transfer and the execution of a deed of adherence by the Beach Trust, the Trust shall succeed to all the rights and obligations of Mr. Beach under the SSSHA for the transferred shares.
- Mr. Beach will continue to remain liable for certain obligations under the SSSHA as expressly provided in the Amendment Agreement.
Financial Details and Approvals:
- The Amendment Agreement does not involve any fresh issuance of shares or monetary consideration.
- It does not result in any change to MPSi's current shareholding or its commercial terms.
- The transaction does not fall within the scope of related party transactions.
- The amendment was approved by the Board of Directors of MPS Limited via a resolution passed on 08 August 2026.
Strategic Rationale:
The amendment facilitates a restructuring of Mr. Beach's ownership of MPSi shares into a trust structure without altering the fundamental rights, obligations, or commercial arrangements established in the original agreement.