DATED 6 APRIL 2000
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(1) ELECTRA PRIVATE EQUITY PARTNERS 1995 & OTHERS
-and-
(2) GLOBAL HEALTHCARE PARTNERS LIMITED
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AGREEMENT
for the sale and purchase of shares and loan notes in
ASPEN HEALTHCARE HOLDINGS LIMITED
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WE HEREBY CERTIFY
THIS TO BE A TRUE AND
ACCURATE COPY OF
THE ORIGINAL
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----------------- Exchange House
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Primrose Street Tel: ▇▇▇ (▇)▇▇ ▇▇▇▇-▇▇▇▇
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Date 17-4 2000 Ref: 2328/2219
TABLE OF CONTENTS
CLAUSE HEADINGS PAGE
1. INTERPRETATION................................................................1
2. SALE AND PURCHASE OF SHARES AND LOAN NOTES....................................3
3. CONSIDERATION.................................................................4
4. COMPLETION....................................................................4
5. WARRANTIES....................................................................7
6. COSTS AND FEES ...............................................................7
7. MISCELLANEOUS.................................................................8
8. NOTICES.......................................................................9
9. ENGLISH LAW..................................................................10
SCHEDULE 1 - DETAILS OF THE VENDORS.......................................................11
SCHEDULE 2 - DETAILS OF THE COMPANY.......................................................13
SCHEDULE 3 - DETAILS OF THE SUBSIDIARIES..................................................14
SCHEDULE 4 - OPTIONHOLDERS................................................................20
DOCUMENTS IN THE AGREED TERMS
Certificates of Title
Consideration Loan Notes
Optionholders Agreement
Resignation Letters
Security Releases
Termination Agreement
Warranty Deed
Whitewash Documents
2
THIS AGREEMENT is made on 6 April 2000
BETWEEN:
(1) THE PERSONS whose names and addresses are set out in column (1) of
Schedule 1 (together the "VENDORS" and each a "VENDOR"); and
(2) GLOBAL HEALTHCARE PARTNERS LIMITED a company incorporated in England
and Wales registered number 3952340 and whose registered office is at
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the
"PURCHASER").
RECITALS:
A. ASPEN HEALTHCARE HOLDINGS LIMITED (the "COMPANY") was incorporated on
25th November 1997 in England and Wales under the Companies ▇▇▇ ▇▇▇▇
with registered number 3471084 and is a private company limited by
shares. Further details of the Company, its authorised and issued
share capital and the names of Its present directors and secretary
are set out in Schedule 2.
B. The companies named in Schedule 3 (the "SUBSIDIARIES") are the only
subsidiaries of the Company. Further details of the Subsidiaries,
their authorised and issued share capitals and the names of their
present directors and secretaries are set out in Schedule 3.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 DEFINITIONS
"ACCOUNTING POLICIES" means the accounting bases, practices and
policies used by the Company in the preparation of its audited
consolidated statutory accounts for the financial period ended 31
December 1999;
"APPROPRIATE PROPORTION" means, in relation to each Vendor and in the
case of any liability or obligation of more than one Vendor, X% (where
X equals Y divided by Z; Y equals the proportion set opposite the name
of that Vendor in column (7) of Schedule 1; and 2 equals the sum of the
proportions set opposite the names of all the Vendors who are
responsible for that liability or obligation in column (7) of Schedule
1);
"AUDITORS" means ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
"BANKS" means The British Linen Bank Limited and The Governor and
Company of the Bank of Scotland;
"BUSINESS DAY" means a day (not being a Saturday or Sunday) on which
banks arc open for general banking business in the City of London;
"CERTIFICATES OF TITLE" means the certificates of title in relation to
Parkside Hospital and ▇▇▇▇▇ House Hospital, in the agreed terms;
"COMPANIES ACT" means the Companies ▇▇▇ ▇▇▇▇;
"COMPLETION" means completion of the sale and purchase of Shares and
Loan Notes in accordance with clause 4;
1
"CONSIDERATION" means the total consideration for the Shares and the
Loan Notes to be sold pursuant to clause 2, as referred to in clause
3.1;
"CONSIDERATION LOAN NOTES" means the loan notes of the Purchaser in
the agreed terms to be issued to the Vendors pursuant to clause 3.3.2;
"CREDIT AGREEMENTS" means the Credit Agreements dated 4 Match 1998 (as
amended and restated) and 19 November 1999 respectively, relating to
certain facilities between the Company, the Subsidiaries and the Banks;
"ELECTRA PARTNERS EUROPE" means Electra Partners Europe Limited of ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;
"EXECUTIVE VENDOR" means ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ of ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;
"GROUP" or "GROUP COMPANIES" means the Company and the Subsidiaries and
"GROUP COMPANY" means any one of them;
"INVESTMENT AGREEMENT" means the agreement dated 4 March 1998 (as
amended) between the Vendors and the Company;
"LOAN NOTES" means Aspen Healthcare Holdings Limited Stepped Coupon
Secured Subordinated Loan Notes 2008 in the capital of the Company;
"OPTIONHOLDERS" means the persons whose names are set out in Schedule
4;
"OPTIONHOLDERS AGREEMENT" means the agreement between the
Optionholders and the Purchaser in the agreed terms;
"OUTSTANDING INDEBTEDNESS" means the amount owed in aggregate by the
Group on the close of business on the Business Day immediately prior to
Completion to the Banks pursuant to the Credit Agreements (as
certified by the Banks);
"PURCHASE PRICE" means L27,814,461.15;
"PURCHASER'S SOLICITORS" means Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇;
"SECURITY RELEASES" means the releases, in the agreed terms, of the
security of the holders of Loan Notes;
"SHARES" means ordinary shares of 10 ▇▇▇▇▇ each in the capital of the
Company;
"TERMINATION AGREEMENT" means the agreement in the agreed term
terminating (and waiving all claims under) the Investment Agreement; and
"VENDOR'S INDIVIDUAL PROPORTION" means, in relation to each Vendor,
the proportion set opposite its name in column (6) of Schedule 1;
"VENDORS' SOLICITORS" means ▇▇▇▇▇▇▇ ▇▇▇▇▇ of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;
"WARRANTY DEED" means the deed of warranty in the agreed terms;
2
"WHITEWASH DOCUMENTS" means the financial assistance whitewash
documents in the agreed terms.
COMPANIES ACT
In this Agreement, words and expressions defined in the Companies Act
shall bear the same meaning as in that Act.
1.2 INTERPRETATION
In this Agreement, save where the context otherwise requires:
1.2.1 words in the singular shall include the plural, and vice versa;
1.2.2 the masculine gender shall be deemed to include the feminine
and neutral and vice versa;
1.2.3 a reference to a person shall include a reference to a firm, a
body corporate, an unincorporated association and to a person's
executors and administrators;
1.2.4 a reference to a clause or S&d& (other than to a schedule to a
statutory provision) shall be a reference to a clause or
Schedule (as the case may be) of or to this Agreement;
1.2.5 if a period of time is specified and dates from a given day or
the day of an act or event, it shall be calculated exclusive of
that day;
1.2.6 references to any English legal term for any action, remedy,
method or judicial proceeding, legal document, legal status,
court, official or any legal concept or thing shall in respect
of any jurisdiction other than England be deemed to include what
most nearly approximates in that jurisdiction to the English
legal term;
1.2.7 references to writing shall include any modes of reproducing
words in a legible and non-transitory form;
1.2.8 references to documents "IN THE AGREED TERMS" shall be to
documents agreed between the parties and initialed for
identification by the Vendors' Solicitors and the Purchaser's
Solicitors; and
1.2.9 the headings in this Agreement are for convenience only and
shall not affect the Interpretation of any provision of this
Agreement.
2. SALE AND PURCHASE OF SHARES AND LOAN NOTES
2.1 SHARES AND LOAN NOTES
Each of the Vendors is the beneficial owner of and shall sell or
procure to be sold with full title guarantee and the Purchaser shall
purchase the number of Shares and Loan Notes (if any) set opposite
that Vendor's name in columns (2) and (3) of Schedule 1.
2.2 SHARES AND LOAN NOTES FREE FROM LIENS ETC.
Each of the Vendors shall sell the Shares and Loan Notes to be sold by
that Vendor in accordance with clause 2.1 free from any option,
charge, lien, equity, encumbrance,
3
nights of pre-emption or any other third party rights and together
with all rights attached to them at the date of this Agreement or
subsequently becoming attached to them.
2.3 WAIVER OF PRE-EMPTION RIGHTS
Each of the Vendors hereby waives and agrees to procure the waiver of
any restrictions on transfer (including preemption rights) which may
exist in relation to the transfer of Shares and Loan Notes pursuant to
clause 2 (whether under the Articles of Association of the Company or
otherwise).
3. CONSIDERATION
3.1 CONSIDERATION FOR SHARES AND LOAN NOTES
The total consideration for the Shares and the Loan Notes to be sold
pursuant to clause 2 shall be the Purchase Price.
3.2 APPORTIONMENT OF CONSIDERATION BETWEEN SHARES AND LOAN NOTES
The Consideration shall be apportioned between the Shares and Loan
Notes on the basis that
3.2.1 L5,137,020 is consideration for all of the Loan Notes to be
sold pursuant to clause 2 (being L1.027404 for each L1 in
nominal value of Loan Notes); and
3.2.2 the balance is consideration for all of the Shares to be sold
pursuant to clause 2.
3.3 APPORTIONMENT OF CONSIDERATION BETWEEN VENDORS
The Consideration shall be apportioned between the Vendors (and shall
be satisfied) by.
3.3.1 the payment to each Vendor of the cash consideration set out
opposite the name of that Vendor in column (4) of Schedule 1,
which shall be paid in cash at Completion; and
3.3.2 the issue to each Vendor of the nominal value of Consideration
Loan Notes (if any) set opposite the name of that Vendor in
column (5) of Schedule 1, which shall be issued at Completion.
4. COMPLETION
4.1 TIME OF COMPLETION
Completion shall take place at the offices of the Vendors' Solicitors
immediately following the signing of this Agreement (or at such other
place or time as the parties shall agree).
4.2 PURCHASE TO BE OF ALL THE SHARES AND LOAN NOTES
Completion shall be of the sale and purchase of all, and not some
only, of the Shares and Loan Notes to be sold pursuant to clause 2,
but the sale and purchase of some of
4
those Shares and Loan Notes shall not affect the rights and
obligations of the Purchaser with respect to the sale and purchase of
the others.
4.3 ACTIONS AT COMPLETION
At Completion:
4.3.1 VENDOR DOCUMENTS
each Vendor shall deliver or cause to be delivered to the
Purchaser or the Purchaser's Solicitors:
(A) duly executed transfers to the Purchaser or its nominee
of the Shares and Loan Notes to be sold by that Vendor
pursuant to clause 2, together with definitive share
certificates and loan note certificates for those
Shares and Loan Notes in the names of the relevant
transferor(s);
(B) evidence of the authority of any person executing this
Agreement, or any other document in the agreed terms,
on its behalf;
(C) the Termination Agreement duly executed by that Vendor;
(D) the Optionholders Agreement duly executed by each
Optionholder;
(E) the Warranty Deed duly executed by the Executive Vendor;
(F) the Certificates of Title;
4.3.2 OTHER DOCUMENTS
the Vendors shall deliver or cause to be delivered to the
Purchaser or the Purchaser's Solicitors:
(A) the written resignation of the Chairman and ▇▇▇▇▇
Symondson as directors of the Company, each executed in
the agreed terms;
(B) the certificates of incorporation, common seals, all
statutory and minute books (which shall be written up
to, but not including, the date of Completion) and
share certificate books of the Company;
(C) definitive certificates in respect of all the shares
beneficially owned by the Company (or any of the
Subsidiaries) in each of the Subsidiaries;
(D) the Security Releases;
4.3.3 BOARD BUSINESS
the Vendors will procure that the following business ▇▇▇▇ be
transacted at a meeting of the directors of the Company:
(A) the directors of the Company shall approve th transfers
of Shares pursuant to clause 2 for registration and the
entry of the Purchaser (or its nominee(s)) in the
register of members of the Company, in each case
subject only to the transfers being subsequently
presented duly stamped;
5
(B) the directors of the Company shall approve the
transfers of Loan Notes pursuant to clause 2 for
registration and the entry of the Purchaser (or its
nominee(s)) in the register of noteholders of the
Company;
(C) the directors of the Company shall approve the
Termination Agreement, which shall be duly executed by
the Company;
(D) any person nominated by the Purchaser for appointment
as a director or secretary of the Company shall be so
appointed;
4.3.4 OUTSTANDING INDEBTEDNESS
the Purchaser shall pay or procure that all the Outstanding
Indebtedness shall be paid to the Banks;
4.3.5 PURCHASER'S DOCUMENTS
the Purchaser shall deliver to the Vendors' Solicitors:
(A) evidence to the satisfaction of the Vendors of the
authority of any person executing this Agreement, or
any document in the agreed terms, on the Purchaser's
behalf; and
(B) the Optionholders Agreement duly executed by the
Purchaser;
4.3.6 PAYMENTS
the Purchaser shall pay by CHAPS automated transfer for value
on the day of Completion L18,606,881.04 (being the aggregate of
the cash consideration referred to in clause 3.3.1) to the
Vendors' Solicitors (who are hereby irrevocably authorised by
each Vendor to receive that consideration and whose receipt
thereof shall be a valid discharge of the Purchaser's
obligations under clause 3.3.1;
4.3.7 CONSIDERATION LOAN NOTES
the Purchaser shall issue to the relevant Vendors the
Consideration Loan Notes referred to in clause 3.3.2 and shall
deliver certificates in respect thereof to the Vendors'
Solicitors.
4.4 PAYMENTS TO OPTIONHOLDERS
Immediately after Completion:
4.4.1 the Executive Vendor and ▇▇▇ ▇▇▇▇▇ (as the only directors of
the Company) and the Vendors (as the sole registered
shareholders of the Company) shall (and the parties shall use
all reasonable endeavours to procure that the Auditors shall)
approve and execute the Whitewash Documents; then
4.4.2 the Executive Vendor shall execute the Optionholders Agreement
on behalf of the Company; and then
4.4.3 the Purchaser shall procure that the Company shall pay by CHAPS
automated transfer for value on the day of Completion
L2,367,559.19 (being the aggregate of the consideration payable
to the Optionholders under clause 3.1
6
of the Optionholders Agreement, after all deductions under
clause 3.2 of the Optionholders Agreement) to the Vendors'
Solicitors in accordance with the terms of the Optionholders
Agreement.
5. WARRANTIES
5.1 Each of the parties warrants to the other parties that:
5.1.1 it has full power and authority to enter into and perform this
Agreement (and, where relevant, the documents in the agreed
terms) and that the provisions of this Agreement (and, where
relevant, the documents), when executed, will constitute valid
and binding obligations on it, enforceable in accordance with
its terms;
5.1.2 the execution and delivery of, and the Performance by it of its
obligations under, this Agreement (and, where relevant, the
documents in the agreed terms) will neither:
(A) result in a breach of any provision of its memorandum or
articles of association; nor
(B) result in a breach of any order, judgement or decree of
any court or governmental agency to which it is a party
or by which it is bound; and
5.1.3 all consents, permissions, approvals and agreements of third
parties which are necessary for it to obtain in order to enter
into and perform this Agreement in accordance with its terms
have been obtained.
6. COSTS AND FEES
6.1 OWN COSTS
The parties shall pay their own costs in connection with the
preparation and negotiation of this Agreement and any matter
contemplated by it.
6.2 PROFESSIONAL FEES AND EXPENSES
Each Vendor shall be responsible for that Vendor's Individual
Proportion of the fees and expenses (together with value added tax
thereon) incurred by the Vendors and Optionholders with N.M.
Rothschild & Sons Limited, the Vendors' Solicitors and Penningtons (III
each case in the amount approved by Electra Partners Europe) in
connection with the matters contemplated by this Agreement and that
Vendor's individual Proportion of any premium (in the amount approved
by Electra Partners Europe) payable to HSBC Insurance Brokers Limited
(together with insurance premium tax thereon) under any insurance
provided in relation to the Warranty Deed and each Vendor hereby
irrevocably authorises the Vendors' Solicitors to withhold from the
cash consideration referred to in clause 3.3.1 (and to be paid to the
Vendors' Solicitors pursuant to clause 4.3.6) the aggregate amount of
such fees and expenses and premiums (together with value added tax or
insurance premium tax thereon) and to pay to N.M. Rothschild & Sons
Limited, itself and Penningtons and HSBC Insurance Brokers Limited
such fees and expenses and premiums (together with value added tax or
Insurance premium tax thereon) out of such aggregate amount (and to
7
make such arrangements for the production of VAT invoices as the
Vendors' Solicitors shall think fit)
7 MISCELLANEOUS
7.1 SEVERAL LIABILITY
Where In this Agreement, or any document in the agreed terms, any
liability or obligation IS undertaken by two or more persons the
liability of each of them shall be several and (without prejudice to
the generality of this clause 8.1) where any liability or obligation
IS undertaken by more than one Vendor each such Vendor shall only be
liable for its Appropriate Proportion of that liability or obligation
(and its Appropriate Proportion of any cost, expense, loss, damages or
other liability arising as a consequence of any breach of that
liability or obligation).
7.2 SUCCESSORS
This Agreement shall be binding on and enure for the benefit of the
successors and permitted assigns of the parties.
7.3 ASSIGNMENT
Subject to clause 7.7, neither the benefit nor the burden of the whole
or any part Of this Agreement may bc assigned by any party to any
person without the prior written consent of all the other parties.
7.4 ENTIRE AGREEMENT
This Agreement, together with the documents in the agreed terms,
represents the entire understanding, and constitutes the whole
agreement, in relation to its subject matter and supersedes any
previous agreement between the parties with respect thereto and,
without prejudice to the generality of the foregoing, excludes any
warranty, condition or other undertaking implied at law or by custom.
7.5 NO OTHER RELIANCE
Each party confirms that, except as provided in this Agreement, no
party has relied on any representation or warranty or undertaking
which is not contained in this Agreement, or m the documents in the
agreed terms and, without prejudice to any liability for fraudulent
misrepresentation, no party shall be under any liability or shall have
any remedy in respect of any misrepresentation or untrue statement by
or on behalf of any other party unless and to the extent that a claim
lies under this Agreement.
7.6 AGREEMENT TO REMAIN IN FORCE
So far as it remains to be performed this Agreement shall continue in
full force and effect notwithstanding Completion.
7.7 FURTHER ASSIGNMENT
Notwithstanding any other provisions in this Agreement or any of the
other agreements entered into by the Vendors (collectively or
severally) and the Purchaser
8
under or in connection with this Agreement (all together the
ACQUISITION AGREEMENTS).
(a) the Purchaser may grant security over or assign by way of
security all or any of Its rights under any of the Acquisition
Agreements (the "RIGHTS"') for the purposes of or in connection
with the financing (whether in whole or in part) by the
Purchaser of:
(i) the acquisitions contemplated by this Agreement; or
(ii) its working capital or any other requirements of the
Purchaser and the Purchaser's Group; and
(b) its liquidator or administrator, or any receiver or other
person or entity entitled to enforce any of such security may enter
into any other assignments or transfers of any of the Rights.
8. NOTICES
8.1 NOTICES
A notice, approval, consent or other communication in connection with
this Agreement:
8.1.1 must be in writing;
8.1.2 in the case of a Vendor, must be marked for the attention of
that Vendor, with a copy addressed to the Vendors' Solicitors
marked for the attention of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
8.1.3 in the case of the Purchaser, must be marked for the attention
of the Secretary; and
8.1.4 must be left at the address of the addressee, or sent by
prepaid ordinary post (airmail1 if posted to or from a place
outside the United Kingdom) to the address of the addressee or
Sent by facsimile to the facsimile number of the addressee
which is specified in this clause or if the addressee notifies
another address or facsimile number in England and Wales then
to that address or facsimile number.
The address and facsimile number of each Vendor is set out in
Schedule 1.
The address and facsimile number of the Purchaser is:
Address: Nicon House, 2& Floor, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
Facsimile No.: 0171 588 3002
8.2 EFFECT OF NOTICE
A notice, approval, consent or other communication shall take effect
from the time it is received (or, If earlier, the time it is deemed to
be received in accordance with clause 9.3) unless a later time is
specified in it.
9
8.3 DEEMED RECEIPT
A letter or facsimile is deemed to be received:
8.3.1 in the case of a letter posted first or second class from a
place within the United Kingdom, the second day after posting;
and
8.3.2 in the case of facsimile, on production of a transmission
report from the machine from which the facsimile was sent which
indicates that the facsimile was sent m its entirety to the
facsimile number of the recipient.
9. ENGLISH LAW
9.1 This Agreement shall be governed by, and construed in accordance with,
English law.
9.2 Each party irrevocably agrees that the Courts of England shall have
exclusive Jurisdiction in relation to any claim, dispute or difference
concerning this Agreement and any matter arising therefrom.
9.3 Each party irrevocably waives any right that it may have to object to
an action being brought in those Courts, to claim that the action has
been brought in an inconvenient forum, or to claim that those Courts
do not have jurisdiction.
IN WITNESS of which the parties have each executed this Agreement on
the date shown on the front page.
10
SCHEDULE 1
DETAILS OF THE VENDORS
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CASH NOMINAL VALUE VENDOR
NAME AND ADDRESS AND NOMINAL VALUE OF CONSIDERATION OF CONSIDERATION PROPORTIONS
FACSIMILE NO. NO. OF SHARES LOAN NOTES (IN L) (IN L) LOAN NOTES (IN L) (AS A %)
(1) (2) (3) (4) (5) (6)
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ELECTRA PRIVATE EQUITY 187,150 3,333,333.33 11,673,192.75 NIL 36.32
PARTNERS 1995 (registered in the
name of Kingsway
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇/▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ DESEFPEP)
Fax. ▇▇▇▇-▇▇▇-▇▇▇▇
------------------------------------------------------------------------------------------------------------------------
ELECTRA CLUB 1997 LP 98,500 1,666,666.67 6.053.662.50 NIL 19.11
65 Kingsway (registered in the
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ name of Kingsway
Nominees Limited A/C
Fax. ▇▇▇▇-▇▇▇-▇▇▇▇ DESCLUB 97)
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11
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CASH NOMINAL VALUE VENDOR
NAME AND ADDRESS AND NOMINAL VALUE OF CONSIDERATION OF CONSIDERATION PROPORTIONS
FACSIMILE NO. NO. OF SHARES LOAN NOTES (IN L) (IN L) LOAN NOTES (IN L) (AS A %)
(1) (2) (3) (4) (5) (6)
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E.F. NOMINEES LIMITED 9,850 NIL 405,080.96 29,05.29 1.91
▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Fax. ▇▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 160,810 NIL 376,610.30 6,710,969.63 31.20
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇ 19 4RQ
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▇▇▇▇▇▇▇ W.A. BROKE 4,500 NIL 98,334.53 100,000 0.87
▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
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12
SCHEDULE 2
DETAILS OF THE COMPANY
Registered Number: 347 1084
Country of Incorporation: England and Wales
Registered Office: ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇
Authorised Share Capital: L46,081 divided into 460,810 ordinary shares of 10
▇▇▇▇▇ each
Issued Share Capital: L46,081 divided into 460,810 ordinary shares of 10
▇▇▇▇▇ each
Directors: ▇▇▇▇▇▇▇ Broke (Chairman), ▇▇▇▇▇ Symondson and ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
Secretary: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Auditors: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
VAT Number NONE
Accounting Reference Date: 31 December
13
SCHEDULE 3
DETAILS OF THE SUBSIDIARIES
NAME: ASPEN HEALTHCARE LIMITED
Registered Number: 2140182
Country of Incorporation: England and Wales
Date of Incorporation: 11 June 1987
Registered Office: ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
Authorised Share Capital: L2,100,000 divided into 2,100,000 ordinary shares of L1 each
Issued Share Capital: L2.090.925 divided into 2,090,925 ordinary shares of L1 each
Registered Shareholder: Aspen Healthcare Holdings Limited
Directors: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Secretary: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Auditors: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
VAT Number: GB 744 0284 46
Accounting Reference Date: 31 December
14
DETAILS OF THE SUBSIDIARIES
NAME: PARKSIDE HOSPITAL LIMITED
Registered Number: 1328198
Country of Incorporation: England and Wales
Date of Incorporation: 1 September 1977
Registered Office: ▇▇▇▇▇ ▇▇▇▇▇, ▇'▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
Authorised Share Capital: L2,500,000 divided into 4,825 ordinary shares of L100 each and 175 A ordinary shares of L100 each.
Issued Share Capital: L468,400 divided into 4,509 ordinary shares of L100 each and 175 A ordinary shares of L100 each
Registered Shareholder: Aspen Healthcare Limited
▇▇▇▇▇▇▇▇▇▇ England Limited
Directors: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Secretary: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Auditors: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
VAT Number: NONE
Accounting Reference Date: 31 December
15
DETAILS OF THE SUBSIDIARIES
NAME: ▇▇▇▇▇ HOUSE HOSPITAL LIMITED
Registered Number: 1340973
Country of Incorporation: England and Wales
Date of Incorporation: 28 November 1977
Registered Office: ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
Authorised Share Capital: L10,000 divided into 10,000 ordinary shares of L1 each
Issued Share Capital: L10,000 divided into 10,000 ordinary shares of L1 each
Registered Shareholder: Aspen Healthcare Limited
▇▇▇▇▇▇▇▇▇▇ England Limited
Directors: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Secretary: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Auditors: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
VAT Number: NONE
Accounting Reference Date: 31 December
16
DETAILS OF THE SUBSIDIARIES
NAME: HILLSIDE HOLDINGS LIMITED
Registered Number: 2320361
Country of Incorporation: England and Wales
Date of Incorporation: 22 November 1988
Registered Office: ▇▇▇▇▇ ▇▇▇▇▇, ▇" ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
Authorised Share Capital: L1,500,000 divided into 1,500,000 ordinary shares of L1 each
Issued Share Capital: L1,500,000 divided into 1,500,000 ordinary shares of L1 each
Registered Shareholder: Aspen Healthcare Limited
Directors: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Secretary: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Auditors: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
VAT Number: NONE
Accounting Reference Date: 31 December
17
DETAILS OF THE SUBSIDIARIES
NAME: HILLSIDE HOSPITAL LIMITED
Registered Number: 2292605
Country of Incorporation: England and Wales
Date of Incorporation: 2 September 1988
Registered Office: Nicon House, 2d Floor, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
Authorised Share Capital: L1,500,000 divided into 1,500,000 ordinary shares of L1 each
Issued Share Capital: L1,500,000 divided into 1,500,000 ordinary shares of L1 each
Registered Shareholder: Hillside Holdings Limited
Aspen Healthcare Limited
Directors: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Secretary: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Auditors: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
VAT Number: NONE
Accounting Reference Date: 31 December
18
DETAILS OF THE SUBSIDIARIES
NAME: ▇▇▇▇▇▇▇▇▇▇ ENGLAND LIMITED
Registered Number: 1913617
Country of Incorporation: England and Wales
Date of Incorporation: 15 May 1985
Registered Office: ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
Authorised Share Capital: L3,000,000 divided into 3,000,000 ordinary shares of L1 each
Issued Share Capital: L3,000,000 divided into 3,000,000 ordinary shares of L1 each
Registered Shareholder: Aspen Healthcare Limited
Directors: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Secretary: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Auditors: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
VAT Number: NONE
Accounting Reference Date: 31 December
19
SCHEDULE 4
OPTIONHOLDERS
▇▇▇▇ Achillea
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Budino
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Davorn
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Glattback
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ Hadjikyriacos
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Needs
▇▇▇▇▇ Norgate
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ Row
▇▇▇▇▇▇▇ South
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
20
SIGNED by ) /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
For and on behalf of ELECTRA )
GP (UNQUOTED UK) LIMITED as )
general Partner of ELECTRA PRIVATE )
EQUITY PARTNERS 1995 )
SIGNED by ) /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
For and on behalf of ELECTRA CLUB )
997 (GP) LIMITED as general partner of )
ELECTRA CLUB 1997 LP )
SIGNED by ) /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
For and on behalf of E.F. NOMINEES )
LIMITED )
SIGNED by ▇▇▇▇ ▇▇▇▇▇▇▇ ) /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ )
SIGNED by ▇▇▇▇▇▇▇ ▇.▇. BROKE ) /s/ ▇▇▇▇▇▇▇ ▇.▇. BROKE
)
SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ) /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
For and on behalf of 96?? HEALTHCARE )
PARTNERS LIMITED )
21