African Chrome Fields Ltd

Suite 6, 245 Churchill Avenue,

Subiaco, Perth WA
Telephone: +61 8 9217 3300

ASX Announcement
ASX Code: ACJ

4 August 2014

ACJ signs conditional agreement to acquire JustKapital Litigation Pty Limited

Proposed placement of additional capital to JustKapital vendors and sophisticated investors
Conditional Agreement Signed
The Board of African Chrome Fields Limited is pleased to announce that it has reached agreement to acquire
JustKapital Litigation Pty Limited (JustKapital) and in doing so change the nature and scale of the Company to solely
focus on the provision of litigation funding.
As part of the transaction, which is subject to shareholder approval and re-compliance with Chapters 1 & 2 of the
Corporations Act, the Company intends to:

Acquire JustKapital for shares and options;

o

Conduct a share placement to raise a minimum of $2 million via the issue of shares at 0.4c per share
to Vendors of JustKapital and to Sophisticated Investors (over subscription of $1m may be
accepted);
o

Consideration consists of approximately 500m shares issued at 0.4c per share; approximately 80m
3 year options, exercisable at 0.5c each; and 275m 3 year performance options, exercisable at
0.5c with vesting price conditions of 0.8c.

Vendors of JustKapital agree to subscribe for a minimum of $950,000 of the share placement; and

Change its name to JustKapital Litigation Partners Ltd

Board Changes
The Company is pleased to announce the appointment of Mr Phillip Kapp as a non-executive director and Mr Tim
Storey as non-executive director. Neil Hackett has agreed to retire as a director. At completion, Mr Mike Hill has
agreed to join the board as a non-executive director and Mr Harry Greaves will retire.
Mr Phillip Kapp is a senior partner of Corrs Chambers Westgarth Lawyers. He has over 25 years legal experience
in M&A, capital restructuring and private equity. Mr Kapp also sits on the board of Energy Developments Limited
(EDL) - where he chairs the Remuneration Committee and is a member of the audit committee; INT Limited-Non
Executive Director and Rhype Limited as a Non-Executive Director. He is a director and chairman of the JustKapital
group of companies.

Phillip is widely regarded as one of Australias leading lawyers, practicing in the area of private equity, mergers and
acquisitions and capital markets. Prior to joining Corrs Chambers Westgarth, he was a Senior Partner with Clayton
Utz (Group Head Private Equity), Minter Ellison (Chairman) and Andersen Legal. Philip founded and was managing
partner of Andersen Legal. He also sat on the Board of Arthur Andersen.
Mr Tim Storey holds a number of directorships in public and private companies. Presently he chairs DNZ Property
Fund Limited (NZ listed), is a director of Reading International, Inc (US listed, with interests in the US, Australia and
New Zealand), and holds a number of directorships in various private companies.
Tim is a barrister and solicitor and was a partner in Bell Gully (one on New Zealands premier law firms) through to
2006 and has practised in both Australia and New Zealand. He is a member of the NZ Law Society, the Institute of
Directors and the Financial Services Institute of Australasia.
Mr Mike Hill is a former partner of Ernst & Young M&A Sydney and has more than 10 years experience as a Partner
of a large domestic private equity fund.
Mike has experience across numerous industries where he has served on boards including retail (Barbeques Galore),
healthcare (Healthbridge and Repromed, together now Monash IVF Ltd), media (Radioworks Ltd and TVWorks Ltd,
waste services (Envirowaste NZ Ltd), tourism and hospitality (RTG Group trading as Base Backpackers).
Mike is currently the non-executive Chairman of Recreational Tourism Group, the Executive Chairman of Rhype
Limited (ASX:RHP), Chairman of INT Corporation Ltd (ASX:INT) and Chairman of HJB Corporation Ltd (ASX:HJB).
He is a member of the Institute of Charters Accountants Australia.

About JustKapital Litigation Pty Limited

JustKapital Litigation Pty Limited was established by Phillip Kapp and Tim Storey to offer an alternative litigation
funding source for litigants in Australia and New Zealand. JustKapital Litigation consists of a network of highly
experienced individuals in Australia and New Zealand who can assess litigation cases providing a view on the
probability of success through the decision to consider funding plaintiffs in amongst other things, class actions,
breaches of contract, breaches of company law, Intellectual IP infringement and securities exchange listing rules in
Australia and New Zealand.
JustKapital intends to use capital reserves to fund protracted litigation. Substantial capital reserves are essential to
bring defendants to the settlement table or to achieve a successful outcome in Court. The Company intends to raise
sufficient funds and have access to sources of funding from co-investment litigation funds to support the case work
load.
The firm is also currently in discussions with case portfolio litigation firms with a view to co-invest, partner and acquire
such groups to build scale.

Litigation Funding
The cost of litigation for an average person is in many cases an absolute and insurmountable barrier to such an
individual commencing proceedings and/or succeeding against companies, promoters, directors and advisors which
have acted inappropriately and caused harm. Smaller companies (including those mid to small capitalised companies
listed on the ASX and NZX) and smaller local authorities also struggle to fund such actions to protect the assets of
their stakeholders.
The provision of litigation funding allows access to justice for plaintiffs who have suffered loss, including through
negligence or misleading and deceptive conduct.

Business model
Litigation funding refers to the funding of legal claims by third parties to meet the costs of conducting such litigation.
Generally the litigation funder assumes part of or full responsibility for all litigation costs. For taking this risk, the
litigation funder receives a reimbursement of all costs, plus a percentage of the settlement or judgment. This
percentage is normally between 20%-40% of the settlement or judgment amount.
Globally, litigation funding is a well-accepted practise and can cover a broad range of legal claims including:
Commercial Litigation
Contract Litigation

Intellectual Property
Patent Litigation

White Collar
Defence Investigations

Securities Litigation

Copyright, Trademark

Internal Investigation

Whistleblower/False Claims Act Litigation

False Advertising Litigation

Antitrust Investigations

Antitrust Litigation

Trade Secrets

Government Investigations

Class Action Litigation

Restrictive Covenant
Litigation

Class Actions

Energy Litigation
Fiduciary Duty Litigation
Mergers & Acquisitions Litigation
Corporate Governance
Business and Securities Valuation
Real Estate Litigation
Appellate
Arbitration and ADR

The law in Australia and, to a lesser extent, in New Zealand is both settled and favourable to plaintiffs. Australia and
New Zealand have statutory remedies for misleading and deceptive conduct. These statutes effectively override
contract.

The Market
Australia, after the United States of America (USA), is the most active jurisdiction for class actions in the world. The
New Zealand jurisdiction is following the Australian market in establishing a significant litigation funding market.
In the USA lawyers are able to charge contingency fees and as a result law firms dominate class actions. However,
this is not the case in Australia, where law firms are prohibited from charging contingency fees on litigation.
The litigation funding market can be broken into a number of segments, these broadly include;

Shareholder and Financial Services Class Actions (market examples: Multiplex, Centro, Opes Prime and
Bank fees);
Commercial and Insolvency litigation (market examples: ABC Learning, One Tel); and
IP Infringement (market examples: claims against multinational software and device manufacturers).

There are a number of litigation funds who are active in Australia and NZ, these include:

Bentham IMF Ltd (ASX:IMF);

Litigation Lending Services Ltd;
International Litigation Partners;
LCM Litigation Fund;
Comprehensive Legal Funding LLC; and
LPF Group

The opportunity for JustKapital is substantial based on the amount of claims being assessed by legal firms. Following
the Global financial crisis in 2008, many potential claims are currently still being assessed and need funding support
before the case can be filed in the court.
According to King & Wood Mallesons Class Actions in Australia 2012, the quantum of class actions in Australia
settled was approximately $480m for the year including the Centro class action which alone was approximately
$200m. 2012 was a record year for Australia bringing total settlements over 20 years to more than $1bn with many
claims still in progress or not yet filed.
Specialist litigation firms such as Maurice Blackburn, Shine lawyers, Slater & Gordon and Piper Alderman are all well
known firms with substantial litigation specialists working on such cases.
Globally, in the UK and USA there are significant funds invested in supporting litigation funding from both private and
publically listed firms.

Details of the transaction

a) Material Terms of the Acquisition are as follows: Purchase by ACJ of all of the shares on issue in JustKapital
Litigation Pty Limited from the shareholders of JustKapital in exchange for the issue of:
i)
ii)
iii)

499,999,999 fully paid ordinary shares; and

79,711,580 3 year options with an exercise price of $0.005 per option; and
275,000,000 3 year performance options with an exercise price of $0.005 per option subject to a
price vesting target being a 20 day volume weighted average price of $0.008 per share.

b) Acquisition subject to shareholder approval and re-compliance with Chapters 1 & 2 of the Listing Rules of
the ASX.
c) Mr Phillip Kapp and Mr Tim Storey appointed to the board (Neil Hackett resigning); with Mr Mike Hill to be
appointed at completion to replace Mr Harry Greaves;
d) Secured loan to be made by ACJ to JustKapital, on completion of the Share Placement below, of at least
$2million as working capital.
e) ACJ board support for the transaction;
f)

Non-compete agreements agreed with the shareholders of JustKapital and each of the proposed directors;

g) Executive Incentive Plan to be implemented whereby part of settlement proceeds will be utilised to incentive
executives;
h) 60,000,000 performance options to be issued to Hugh Warner (subject to shareholder approval) on the
same terms as outlined in paragraph a (iii) above.

Details of the Share Placement

Up to $3,000,000 to be raised in two tranches;

$752,000 to be raised by the issue of 188,000,000 shares at $0.004 utilising ACJs existing capacity under
Listing Rule 7.1 and;
$2,248,000 to be raise via the issue of 562,000,000 shares at $0.004 subject to shareholder approval;
Of the total $3,000,000 capital raising the shareholders of JustKapital have agreed to subscribe for a
minimum of $950,000 or at least 237,500,000 shares.
The remaining capital of up to $2,050,000 will be sought from sophisticated investors.

Funds raised from the share placement will be allocated to general working capital as well as the loan to JustKapital
as mentioned above. Further funds may be raised in order to complete acquisitions which are currently being
considered.
The above shares and options will be consolidated to a minimum of $0.20 to re-comply with the Listing Rules of ASX.

Shareholder Approval & ASX Listing Rules & Proposed Change of Name
It is the intention of the Company to seek shareholder to approval to acquire JustKapital Litigation Pty Limited.
Subject to receiving such approval, the Company intends to then re-comply with ASX Listing Rules 1 & 2.
African Chrome Fields (ASX: ACJ) intends to change its name to JustKapital Litigation Partners Limited following
shareholder approval.
For further information contact, please contact Hugh Warner, Chairman on 0413 621 652.