Common use of Put and Call Option Clause in Contracts

Put and Call Option. 3.1 Subject to: ​ (a) the Tender Offer becoming unconditional in all respects and not being terminated in accordance with this agreement or the Circular; and (b) Stifel being registered within CREST as the holder of the Tendered Shares: ​ (i) the Company hereby grants to Stifel an option to require the Company to purchase the Tendered Shares from Stifel (the Put Option); and (ii) in the event that Stifel does not deliver a Put Option Exercise Notice during the Put Option Period, Stifel hereby grants to the Company an option to require Stifel to sell the Tendered Shares to the Company (the Call Option), ​ in each case, on the terms of this agreement. 3.2 Subject to clause 3.4, notice to exercise the Put Option may be given at any time following Stifel being registered within CREST as the holder of all (but not part only) of the Tendered Shares and during the period commencing at the Unconditional Time (or such other time or date as the parties agree) and ending at 3.00 p.m. on the Unconditional Date (or such other time or date as the parties agree) (the Put Option Period) in respect of all (but not part only) of the Tendered Shares, by way of written notice from Stifel to the Company in the form set out in Schedule 1 to this agreement (the Put Option Exercise Notice). For the avoidance of doubt, any announcement by, or on behalf of, the Company of the number of Tendered Shares prior to the Closing Date shall not constitute the announcement of the results of the Tender Offer. 3.3 Subject to clause 3.4, notice to exercise the Call Option may be given at any time during the period commencing from the end of the Put Option Period (or such other time or date as the parties agree) and ending on 5.00 p.m. on the Unconditional Date (or such other time(s) or date(s) as the parties agree) (the Call Option Period) in respect of all (but not part only) of the Tendered Shares, by way of written notice from the Company to Stifel in the form set out in Schedule 2 to this agreement (the Call Option Exercise Notice). ​ 3.4 Following service of a Put Option Exercise Notice pursuant to clause 3.2 or a Call Option Exercise Notice pursuant to clause 3.3, no further Put Option Exercise Notice or Call Option Exercise Notice may be served. ​ TABLE OF CONTENTS 3.5 Completion of the sale and purchase of the Tendered Shares pursuant to the exercise of the Put Option or the Call Option (as applicable) (Completion) shall occur as soon as is reasonably practicable following completion of the transfer referred to in clause 3.6(c) and the exercise of the Put Option or the Call Option (as applicable) and no later than 5.00 p.m. on the Unconditional Date. ​ 3.6 The Company shall procure that the Receiving Agent: (a) provides to the Company and Stifel the number of Ordinary Shares that have been validly tendered under the Tender Offer at the Tender Price, the aggregate cash consideration to be paid to Shareholders pursuant to the Tender Offer and the aggregate cash to be paid to Shareholders pursuant to the Q323 Dividend by no later than 12.30 p.m. on the Unconditional Date; ​ (b) confirms to the Company and Stifel that it holds all of the Tendered Shares in its escrow account by no later than 12.30 p.m. on the Unconditional Date; and (c) instructs the transfer of the Tendered Shares to Stifel on a free of payment basis as soon as possible following the Unconditional Time such that Stifel is registered within CREST as the holder of the Tendered Shares prior to 3.00 p.m. on the Unconditional Date. ​ 3.7 At Completion: (a) Stifel shall (as principal) sell the Tendered Shares by way of a market purchase (within the meaning of Section 693 of the Companies Act 2006) as an “on Exchange” trade in accordance with and subject to the rules of the London Stock Exchange, and with such right, interest and title which Stifel acquires in the Tendered Shares pursuant to the Tender Offer; and (b) the Company shall purchase such shares in consideration of the payment by the Company (or Computershare Investor Services PLC on the Company’s behalf) of an amount per Tendered Share that is equal to the Tender Price in accordance with clause 4 below. The parties agree that no Share repurchase transactions will be undertaken pursuant to the Tender Offer on the New York Stock Exchange. 3.8 The Company will pay and indemnify Stifel on an after-tax basis against any and all Transfer Taxes, together with any related interest, fines or penalties, attributable to, or arising in consequence of: ​ (a) the grant of the Put Option and the Call Option; ​ (b) the acquisition of (or agreement to acquire) Tendered Shares by the Company pursuant to, or on the exercise of, the Put Option or the Call Option (as applicable); and ​ (c) provided there has been no breach of clause 8.14(d) of this agreement, any and all Transfer Taxes payable by Stifel as a result of Stifel’s acquisition of the Tendered Shares from Shareholders (excluding any interest, penalties or other damages or charges attributable to any unreasonable delay in paying any Transfer Tax following payment by the Company pursuant to this clause). ​ 3.9 Stifel agrees that it shall not sell or otherwise dispose of, or create any liens, charges, restrictions, equitable interests or other encumbrance over the Tendered Shares, or make any claims to the detriment of the Company in relation to any Tendered Shares (or, in each case, agree to do any of the same) between acquiring the Tendered Shares pursuant to valid tenders made in the Tender Offer and, where a Call Option Exercise Notice or Put Option Exercise Notice is served, Completion, or otherwise the expiry of the Call Option Period. ​ 3.10 The Company shall ensure that it is in possession of cleared funds (in pounds sterling) in an amount equal to the maximum aggregate amount payable by Stifel for the Tendered Shares at Completion, being an amount equal to USD 42,000,000 or the pound sterling equivalent of USD 42,000,000 at the Announced USD/GBP Rate or such other amount as may be agreed between the parties (the Maximum Amount) and that the Company is able to direct such funds without requiring the consent or permission of any person or persons by not later than 10.00 a.m. on the Funds Date (or such other time or date as the Company and Stifel may agree). ​ 3.11 By not later than 1.00 p.m. on the Funds Date, the Company shall pay the Maximum Amount in cleared funds to a bank account of the Receiving Agent for the sole purpose of receiving and holding ​

Put and Call Option. 3.1 Subject to: ​(OPTIONS ONLY) If you wish to participate in the scheme by way of an option this document must be completed and returned together with the acceptance form and the security agreement. THIS AGREEMENT is made the day of 199[ ] between ("the Beneficiary") AND [ ], Trustees of the MIH Limited Share Trust ("the Trustees") pursuant to which and in consideration of the mutual covenants contained herein the Beneficiary and the Trustees agree that: 1. terms used in this Agreement shall, unless the context otherwise requires, have the meanings ascribed to them in the Deed constituting the MIH Limited Share Trust (a"the Scheme"); 2. the Beneficiary shall not sell, transfer or otherwise dispose of any of his Scheme Shares, nor shall he pledge, hypothecate or otherwise encumber such Scheme Shares, except as set out in the Security Agreement, clauses 22 and 26.2 of the Scheme and in this Agreement; 3. the Trustees hereby grant the Beneficiary an option (the "Put Option") to require that the Tender Offer becoming unconditional Trustees purchase the Scheme Shares registered in all respects and not being terminated the name of the Beneficiary pursuant to the Option granted on the Option Date in accordance with the terms and conditions set out in this agreement or Agreement; 4. where a Put Option is exercised, the Circular; and (b) Stifel being registered within CREST as purchase price payable by the holder Trustees for the Scheme Shares which are the subject of the Tendered Put Option ("Put Shares: ​") shall be the Market Value thereof as at the date on which the Put Option is exercised; (i) 5. the Company Beneficiary hereby grants to Stifel the Trustees an option to require (the Company "Call Option") to purchase the Tendered Scheme Shares from Stifel (acquired by the Put Option); and (ii) in the event that Stifel does not deliver a Put Option Exercise Notice during the Put Option Period, Stifel hereby grants Beneficiary pursuant to the Company an option to require Stifel to sell the Tendered Shares to the Company (the Call Option), ​ in each case, Option granted on the Option Date in accordance with the terms of this agreement. 3.2 Subject to clause 3.4, notice to exercise the Put Option may be given at any time following Stifel being registered within CREST as the holder of all (but not part only) of the Tendered Shares and during the period commencing at the Unconditional Time (or such other time or date as the parties agree) and ending at 3.00 p.m. on the Unconditional Date (or such other time or date as the parties agree) (the Put Option Period) in respect of all (but not part only) of the Tendered Shares, by way of written notice from Stifel to the Company in the form set out in Schedule 1 to this agreement (the Put Option Exercise Notice)Agreement; 6. For the avoidance of doubt, any announcement by, or on behalf of, the Company of the number of Tendered Shares prior to the Closing Date shall not constitute the announcement of the results of the Tender Offer. 3.3 Subject to clause 3.4, notice to exercise the Call Option may be given at exercised by the Trustees following the occurrence of any time during the period commencing from the end of the Put Option Period (following events: 6.1. subject to clause 20.2 of the Scheme, the Beneficiary ceasing to be an Employee for any reason whatever; 6.2. the non-payment by the Beneficiary of any amounts which are due and owing to the Trustees pursuant to this Scheme; 6.3. the Beneficiary entering into an arrangement with his creditors or such other time or date being declared bankrupt; or 6.4. a resolution of the Trustees to terminate this Scheme in consequence of a determination by the Trustees that there has been a change of control in respect of the Company as is referred to in clause 26 of this Scheme; 7. subject to 8 below, the parties agree) and ending on 5.00 p.m. on the Unconditional Date (or such other time(s) or date(s) as the parties agree) (purchase price per Scheme Share at which the Call Option Period) in respect shall be exercised shall be an amount equal to the Market Value thereof, on the date of all (but not part only) exercise of the Tendered Shares, by way of written notice from the Company to Stifel in the form set out in Schedule 2 to this agreement (Call Option; 8. where the Call Option Exercise Notice). ​ 3.4 Following service has become exercisable following the Trustees' resolution to terminate the Scheme in consequence of a Put Option Exercise Notice pursuant change of control as referred to clause 3.2 or a Call Option Exercise Notice pursuant to clause 3.3in 6.4 above, no further Put Option Exercise Notice or Call Option Exercise Notice may be served. ​ TABLE OF CONTENTS 3.5 Completion of the sale and purchase of the Tendered Shares pursuant to the exercise of the Put Option or the Call Option (as applicable) (Completion) shall occur as soon as is reasonably practicable take place on the 31st day following completion of such resolution without further notice to the transfer referred to in clause 3.6(c) Beneficiary and the exercise of the Put Option or the Call Option (as applicable) and no later than 5.00 p.m. on the Unconditional Date. ​ 3.6 The Company shall procure that the Receiving Agent: (a) provides to the Company and Stifel the number of Ordinary Shares that have been validly tendered under the Tender Offer at the Tender Price, the aggregate cash consideration price to be paid to Shareholders pursuant to the Tender Offer and the aggregate cash to be paid to Shareholders pursuant to the Q323 Dividend by no later than 12.30 p.m. on the Unconditional Date; ​ (b) confirms to the Company and Stifel that it holds all of the Tendered Shares in its escrow account by no later than 12.30 p.m. on the Unconditional Date; and (c) instructs the transfer of the Tendered Shares to Stifel on a free of payment basis as soon as possible following the Unconditional Time such that Stifel is registered within CREST as the holder of the Tendered Shares prior to 3.00 p.m. on the Unconditional Date. ​ 3.7 At Completion: (a) Stifel shall (as principal) sell the Tendered Shares by way of a market purchase (within the meaning of Section 693 of the Companies Act 2006) as an “on Exchange” trade in accordance with and subject to the rules of the London Stock Exchange, and with such right, interest and title which Stifel acquires in the Tendered Shares pursuant to the Tender Offer; and (b) the Company shall purchase such shares in consideration of the payment by the Company (or Computershare Investor Services PLC on Trustees for the Company’s behalf) of an amount per Tendered Share that is equal to Scheme Shares shall be the Tender Price price determined in accordance with clause 4 below26 of the Scheme and not the price determined in accordance with 7 above of this Agreement; 9. The parties agree that no Share repurchase transactions will be undertaken in addition to the Scheme Shares referred to in 2 above, this Agreement shall apply to:- 9.1. Capitalisation Shares acquired by the Beneficiary by reason of the holding of the Scheme Shares to which this Agreement relates as though those Capitalisation Shares had been acquired at the same time as the Scheme Shares and formed part of the original holding to which this Agreement relates; 9.2. Rights Issue Shares acquired by the Beneficiary pursuant to the Tender Offer on the New York Stock Exchange. 3.8 The Company will pay and indemnify Stifel on an after-tax basis against any and all Transfer Taxes, together with any related interest, fines or penalties, attributable to, or arising in consequence of: ​ (a) the grant clause 23 of the Put Option and the Call Option; ​ (b) the acquisition of (or agreement to acquire) Tendered Shares by the Company pursuant to, or on the exercise of, the Put Option or the Call Option (as applicable); and ​ (c) provided there has been no breach of clause 8.14(d) of this agreement, any and all Transfer Taxes payable by Stifel as a result of Stifel’s acquisition of the Tendered Shares from Shareholders (excluding any interest, penalties or other damages or charges attributable to any unreasonable delay in paying any Transfer Tax following payment by the Company pursuant to this clause)Scheme. ​ 3.9 Stifel agrees that it shall not sell or otherwise dispose of, or create any liens, charges, restrictions, equitable interests or other encumbrance over the Tendered Shares, or make any claims Notwithstanding anything to the detriment of the Company in relation to any Tendered Shares (or, in each case, agree to do any of the same) between acquiring the Tendered Shares pursuant to valid tenders made contrary in the Tender Offer andScheme or in this Agreement, where a Call Option Exercise Notice or Put Option Exercise Notice is served, Completion, or otherwise exercised in respect of Rights Issue Shares the expiry purchase price payable by the Trustees to a Beneficiary shall be the Market Value of such Rights Issue Shares on the date of exercise; 10. the purchase price of the Scheme Shares purchased pursuant to this Call Option Periodshall be paid:- 10.1. ​ 3.10 The Company shall ensure that it is in possession of cleared funds (in pounds sterling) in an amount equal if the Beneficiary has any indebtedness to the maximum aggregate Trustees pursuant to or arising from the Scheme, pro tanto, to the Trustees. If the amount payable by Stifel of such indebtedness exceeds the amount of the purchase price for such Scheme Shares, payment to the Tendered Trustees of the whole of the purchase price shall operate as a complete discharge of the Beneficiary's indebtedness to the Trustees; 10.2. as to the balance, if any, to the Beneficiary. The Trustees shall pay the purchase price as aforesaid within 14 (fourteen) days after the date of exercise against delivery of such Scheme Shares at Completionto the Trustees in transferable form; 11. the Beneficiary irrevocably empowers and authorises the Trustees or any agent of the Trustees, being an amount equal to USD 42,000,000 or do all such things and to sign all such documents on the pound sterling equivalent of USD 42,000,000 at the Announced USD/GBP Rate or such other amount Beneficiary's behalf, as may be agreed between necessary to give effect to this Agreement; 12. notwithstanding anything to the parties (contrary in this Agreement or in the Maximum Amount) Scheme, if at any time the Shares become publicly traded on a SE, then the Put Option shall fall away and that the Company is able provisions relating thereto shall cease to direct have any force or effect. Thereafter, neither party shall be bound by the provisions of this Agreement and the Beneficiary shall be entitled to deal with Scheme Shares which are registered in his name without restriction, except such funds without requiring restrictions as are contained in the consent or permission of any person or persons by not later than 10.00 a.m. on the Funds Date (or such other time or date as the Company and Stifel may agree). ​ 3.11 By not later than 1.00 p.m. on the Funds Date, the Company shall pay the Maximum Amount in cleared funds to a bank account rest of the Receiving Agent for the sole purpose of receiving and holding ​Deed;