Amalgamation with Narrabri Golf Club

MEMORANDUM OF UNDERSTANDING
DATED 5th Day of September 2016
PARTIES
Narrabri RSL Memorial & Citizens Club Limited ACN 001 030 593
Narrabri Golf Club Limited 000 914 723

DATE: This Memorandum of Understanding is made on 5th September 2016.

PARTIES: NARRABRI RSL MEMORIAL & CITIZENS CLUB LIMITED ACN 001 030 593 of 7-11 Maitland Street, Narrabri, NSW, 2390 (“RSL Club”)
AND: NARRABRI GOLF CLUB LIMITED ACN 000 914 723 of Gibbons Street, Narrabri, NSW, 2390 (“Golf Club”)

BACKGROUND
(A) The RSL Club and the Golf Club both operate registered clubs in Narrabri, New
South Wales.
(B) The Golf Club has called for expressions of interest in amalgamation from clubs within a
radius of 50 kilometres of the Golf Club.
(C) The RSL Club is within 50 kilometres of the Golf Club.
(D) The RSL Club submitted an expression of interest to the Golf Club.
(E) The Golf Club has accepted the expression of interest from the RSL Club and,
following further negotiation, the RSL Club and the Golf Club have agreed to the
terms set out in this Memorandum.
(F) The RSL Club and the Golf Club propose to amalgamate the two clubs (subject to the
approval of the Authority and subject to the terms of this Memorandum) in accordance with
the provisions of this Memorandum, the RCA, the Regulations, the Liquor Act and the
Corporations Act.
(G) The Regulations require clubs which are proposing to amalgamate to enter into a
Memorandum of Understanding. The Regulations require the Memorandum of
Understanding to deal with or include the matters contained in clauses 1 to 25 inclusive
below. However there are other matters of importance to the clubs that are included in this
Memorandum.

1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Memorandum unless the context otherwise requires:
“Amalgamated Club” means the amalgamated registered club of the RSL Club and the
Golf Club the corporate vehicle of which will be the RSL Club;
“Amalgamation” means the amalgamation of the Clubs in accordance with this
Memorandum;
“Amalgamation Application” means the provisional application for the transfer of the
Golf Club’s Liquor Licence to the RSL Club pursuant to Sections 60(6) and (7) of the
Liquor Act by the RSL Club’s CEO and the Golf Club’s CEO;
“Asset” means water licence(s), real property, goodwill, personal property, equipment, stock, intellectual property, poker machine entitlements, poker machines and all other property, tangible or intangible belonging to the Golf Club at the time of Completion of the Amalgamation;
“Authority” means the Independent Liquor and Gaming Authority;
“Claim” means any claim, notice, demand, debt, account, action, expense, cost, lien,
liability proceeding, litigation, investigation or judgement of any nature, whether known or
unknown;
“Clubs” means both the RSL Club and the Golf Club;

To read the full Memorandum of Understanding between the two parties please click this link.