(1) In this notice, unless the context otherwise requires,—
BDO means Beauty Direct and Online Limited
EBITDA means earnings before interest, tax, depreciation, and amortisation
incentive shares means up to 54 598 909 shares in BDO that may be allotted to LPL and the investors under the transaction if certain EBITDA or turnover targets specified in the notice of meeting are achieved
investors means the persons named in the Schedule (excluding LPL)
LPL means Life Pharmacy Limited
meeting means the meeting of BDO's shareholders to be held on or about 14 February 2005 to consider whether or not to approve, for the purposes of rule 7(d) of the Code, the allotment of voting securities to LPL and the investors under the transaction
notice of meeting means the notice of special meeting of shareholders of BDO that—
Pharmacy Group means LPL and the investors jointly
transaction means the transaction between BDO, LPL, and the investors under which BDO proposes to issue and allot up to 592 912 352 shares (including the incentive shares) to LPL and the investors.
(2) Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.