1
EXHIBIT 99.1
CONFORMED COPY
DATED 12 March 1998
AURA BOOKS PLC
-AND-
WINDGUARD LIMITED
-AND-
ADVANCED MARKETING SERVICES INC.
BUSINESS TRANSFER AGREEMENT
▇▇▇▇▇▇▇ & Co.,
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇.
TEL: (01908) 668555
FAX: (01908) 674344
2
THIS AGREEMENT is made on 12 March ▇▇▇▇
▇ ▇ ▇ ▇ ▇ ▇ N :
(1) AURA BOOKS PLC, a company incorporated under the laws of England and Wales,
whose registered office is at ▇▇/▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇ (the "VENDOR"); and
(2) WINDGUARD LIMITED, a company incorporated under the laws of England and
Wales, whose registered office is at ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(the "PURCHASER"); and
(3) ADVANCED MARKETING SERVICES INC, a company incorporated under the laws of
the State of Delaware, whose principal place of business is at ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ("ADVANCED INC.")
1. INTERPRETATION
1.1 The schedules form part of this Agreement and shall have the same force and
effect as if expressly set out in the body of this Agreement, and any
reference to this Agreement shall include the schedules.
1.2 Certain words and expressions used in this Agreement are defined in
Schedule 1.
1.3 Unless the context otherwise requires, in this Agreement references to any
statute or statutory provision shall include any statute or statutory
provision which amends or replaces, or has amended or replaced, it and vice
versa and shall include any subordinate legislation made under the relevant
statute.
1.4 References to a document in the agreed form means, in relation to any
document, such document in the terms agreed between the relevant parties
and initialled
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for the purposes of identification by them.
1.5 Headings are for convenience and shall not affect the construction of this
Agreement.
2. TRANSFER
2.1 The Vendor shall sell and transfer and the Purchaser shall purchase with
effect from the Completion Date the Business as a going concern together
with the following assets:-
2.2.1 the Fixtures and Fittings;
2.2.2 the Stock;
2.2.3 the benefit (subject to the burden) of the Business
Contracts;
2.2.4 the Goodwill;
2.2.5 the Trade ▇▇▇▇;
2.2.6 the Leases;
but excluding:-
2.2.5 the Book Debts;
2.2.6 the Creditors; and
2.2.7 all of the Vendor's cash or cash equivalents in hand or at
the bank or any other financial institution.
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2.3 Subject to the provisions of Clause 9, Vendor's title in each of the Assets
will pass to the Purchaser on Completion.
2.4 The purchase price (other than for the Stock) shall be (pound)275,719 which
shall be apportioned between the Assets as follows:-
2.4.1 for the Fixtures and Fittings passing by delivery -(pound)
89,675
2.4.2 for the Fixtures and Fittings not passing by delivery -
(pound)186,040
2.4.3 for the benefit (subject to the burden) of the Business
Contracts (pound)1
2.4.4 for the Goodwill (pound)1
2.4.5 for the Trademark (pound)1
2.4.6 for the Leases (pound)1
2.5 The purchase price for the Stock shall be determined by reference to its
cost price.
2.6 Nothing in this Agreement shall pass to the Purchaser any asset or
liability or other right or obligation of the Vendor other than as
expressly set out in this Agreement.
3. VAT
3.1 The Purchaser shall use the Assets in carrying on the same kind
of business as the Business and the sale and purchase agreed pursuant to
this Agreement shall accordingly be neither a supply of goods nor a supply
of services for the purposes of Value Added Tax ("VAT").
3.2 The Vendor and the Purchaser shall use all reasonable endeavours to procure
that
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the Business is transferred to the Purchaser as a going concern as at and
with effect from Completion. The provisions of section 33 of the VAT Act
shall apply to such transfer.
3.3 The Vendor undertakes to provide all reasonable assistance and information
to the Purchaser at no additional cost to the Vendor and to execute all
such documents as the Purchaser may reasonably request to assist the
Purchaser in satisfying HM Customs and Excise that the sale and purchase of
the Assets pursuant to this Agreement is not subject to VAT.
3.4 If HM Customs and Excise assess, or indicate that they intend to assess the
Vendor to VAT then the Vendor will notify the Purchaser in writing as soon
as practicable thereafter and the Purchaser shall pay the amount of VAT due
within fifteen (15) Working Days against receipt of an appropriate valid
VAT invoice.
4. COMPLETION
4.1 Completion and transfer of the Business and the Assets (other than the
assignment of the Leases) shall take place immediately following signature
of this Agreement and the Purchaser shall pay by telegraphic transfer the
Purchase Price other than the price payable for the stock to which clause
5.15 and 5.16 shall apply.
4.2 Within one month of Completion, Vendor shall deliver to the Purchaser
completed forms P45 in respect of the Assumed Employees.
5. STOCK
5.1 The Vendor and the Purchaser shall procure that a joint physical
stock-take of the Stock held at the Retail Premises and at the
Vendor's concessions at Atkinsons at Sheffield and ▇▇▇▇▇ &
Tunedale at Hexham (the "Retail Premises Stock") is carried out
as at the Completion Date by the Vendor's employees or agents
in the presence of representatives of Advanced Inc. and the
Purchaser and as the Vendor
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and the Purchaser shall respectively require.
5.2 As soon as the stock-take at the Retail Premises has been completed the
representatives of the Vendor and of the Purchaser shall prepare a schedule
("Retail Premises Stock Schedule") thereof and submit a copy to the
Purchaser initialled by the Vendor's and the Purchaser's representatives
indicating their agreement with the Retail Premises Stock Schedule.
5.3 In respect of the Stock held by the Vendor at the concession outlets set
out in Schedule 2 ("Concession Outlets Stock") there will be no physical
stock-take and the Concession Outlets Stock shall be counted by reference
to the following information extracted from the Company's books and
records:-
5.3.1 the number of items held at 31st January 1998;
5.3.2 the number of Concession Outlets Stock delivered to the
Company on and from 1st February 1998 to 29th March
1998;
5.3.3 the number of Concession Outlets Stock sold on and from
1st February 1998 to 29th March 1998.
5.4 The Vendor shall prepare a schedule of the Concession Outlets Stock (the
"Concession Outlets Stock Schedule") and shall
submit a copy to the Purchaser.
5.5 If there shall be any dispute with regard to the Retail Premises Stock
Schedule or the Concession Outlets Stock Schedule (the "Stock Schedules")
it shall be resolved as hereinafter provided.
5.6 Within 15 Business Days of receipt of each of the Retail Premises Stock
Schedule and the Concession Outlets Stock Schedule the Purchaser shall
notify the Vendor in writing of any objection to the same specifying in
reasonable detail the
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particular matter or item in respect of which the objection is raised
("Objection Notice").
5.7 Within 5 Business Days of the service of any Objection Notice the
representatives of the Vendor and the Purchaser shall meet together at a
mutually convenient time and place in a bona fide attempt to resolve the
matters referred to in the Objection Notice.
5.8 In the absence of any Objection Notice being served within the period
prescribed in Clause 5.6 the Retail Premises Stock Schedule or the
Concession Outlets Stock Schedule (as the case may be) shall be deemed
agreed and be final and binding on the Vendor and the Purchaser.
5.9 If within 10 Business Days of receipt of an Objection Notice the Vendor and
the Purchaser shall fail to agree the Retail Premises Stock Schedule or the
Concession Outlets Stock Schedule (as the case may be) (such failure to
agree being referred to as "Dispute") the Dispute shall be referred for
final decision to an independent chartered accountant (the "Expert").
5.10 The Expert shall be appointed by agreement between the Vendor
and the Purchaser within 5 Business Days of any Dispute or,
failing agreement on the appointment of the independent
chartered accountant, on the application of either party by the
President for the time being of the Institute of Chartered
Accountants in England and Wales.
5.11 Each party shall provide or procure that others provide the
Expert with access to documents and comply with other
reasonable requests and shall be entitled to make written
representations on one occasion only to the Expert concerning
the Dispute.
5.12 Any determination concerning the Dispute which is made by the
Expert shall be made without liability on the part of the Expert
other than for
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gross negligence or bad faith and save for any manifest error
shall be conclusive and binding on the parties.
5.13 The Expert shall act as an expert and not as an arbitrator when
making any such determination.
5.14 The costs and expenses of the Expert shall be borne by the
parties in such proportions as the Expert shall direct having
regard to the relative merits of each party's position in relation
to the Dispute or, in the absence of such direction, equally by
the Vendor and the Purchaser.
5.15 In the event of no Dispute, payment for the Retail Premises
Stock and the Concession Outlets Stock shall be made in cash by
the Purchaser by paying the value of the Stock as set out in the
Stock Schedules on the day that falls 90 days from Completion.
5.16 In the event of a Dispute, payment for all the Stock will be made
within 5 Business Days of the determination of the Dispute.
5.17 The Purchaser shall pay interest on the value of the Stock agreed
or determined from the date of Completion until the date of
payment at the rate of 2% above the base rate of National
Westminster Bank plc from time to time.
6. APPORTIONMENTS
6.1 All charges and outgoings relating to and payable in respect of
the Business or any of the Assets (excluding the amounts due to
Creditors and Book Debts but including, without limitation,
rents, rates, water and other periodic outgoings, gas, electricity
and telephone charges, licences and royalties and road tax
licences and insurance premiums and obligations and liabilities
in respect of salaries, wages, accrued holiday pay and other
remuneration, national insurance, pension and other
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statutory contributions, income tax deductible under PAYE for which the
Vendor is accountable, contributions to retirement benefit schemes and all
other payments to or in respect of the Employees) which relate to a period
commencing before or on and ending after the Completion Date shall be
apportioned on a time basis (save that all charges and outgoings
specifically referable to the extent of the use of any property or rights
shall be apportioned according to the extent of such use) so that such part
of such charges and outgoings as is attributable to the period ending on
the Completion Date shall be borne by the Vendor and each part of such
charges and outgoings as is attributable to the period commencing on the
day immediately after the Completion Date shall be borne by the Purchaser.
6.2 Such part of all royalties, discounts, rebates and other sums
receivable in respect of the Business or any of the Assets which
relates to a period commencing before and ending on the
Completion Date shall be for the benefit of the Vendor and such
part of all royalties, discounts, rebates and other sums
receivables in respect of the Business or any of the Assets which
relates to a period commencing on the day immediately after the
Completion Date shall be for the benefit of the Purchaser.
6.3 The Vendor shall deliver to the Purchaser a schedule of apportionments (the
"Apportionments Schedule") within 15 Business Days after Completion and if
there shall be no dispute with regard to the same the apportionments shall
be paid within 5 Business Days after delivery of the Apportionments
Schedule. Any dispute shall be dealt with in accordance with Clauses 5.6 to
5.14 (inclusive) and Clause 5.16 and references therein to "Retail Premises
Stock" and "Concession Outlets Stock" shall be construed as references to
the Apportionments Schedule and in Clause 5.6 reference to 15 Business Days
shall be construed as reference to 10 Business Days.
7. EMPLOYEES
7.1 The Assumed Employees will cease to be employed by the Vendor automatically
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on Completion by virtue of the Transfer of Undertakings (Protection of
Employment) Regulations 1981 ("the Regulations"). The Purchaser
acknowledges that the Vendor has provided the Purchaser with complete and
accurate details of all emoluments of the Assumed Employees.
7.2 If the Regulations are found not to apply to any person who is an Assumed
Employee, the Purchaser agrees that:-
7.2.1 it will make to each such person an offer in writing to
employ him or her under a new contract of employment to
take effect upon the termination referred to below; and
7.2.2 the offer will be such that the terms and conditions of
employment (other than in respect of pension or end of
service benefits) will not differ from those applicable
immediately prior to Completion, save as to the identity
of the employer,
upon that offer being made the Vendor shall terminate the
employment of the person concerned and the Purchaser shall be
responsible for and shall reimburse to the Vendor all the costs
and expenses of the Vendor in employing such person after
Completion and all the costs arising from such termination.
7.3 Insofar as the Regulations are found to apply to any person employed by the
Vendor who is not an Assumed Employee the Vendor agrees that:-
7.3.1 it will make to each such person an offer in writing to
employ him or her under a new contract of employment to
take effect upon the termination referred to below; and
7.3.2 the offer will be such that the terms and conditions of
employment will not differ from those applicable
immediately prior to
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Completion upon that offer being made the Purchaser shall
terminate the employment of the person concerned, and the
Vendor shall be responsible for and shall reimburse the
Purchaser all the costs and expenses of employing such
person after Completion and all the cost arising from such
termination.
7.4 The Purchaser shall indemnify the Vendor and keep the Vendor indemnified
against all claims, costs, liabilities and expenses arising out of the
employment by the Purchaser on or after Completion of any of the Assumed
Employees and including but without limitation:-
7.4.1 the employment by the Purchaser on or after Completion of
any of the Assumed Employees on terms and conditions
different from those enjoyed immediately prior to
Completion; and
7.4.2 any claim by any Assumed Employee in respect of unfair
dismissal, redundancy, statutory redundancy, equal pay,
sex or race discrimination as a result of any act or
omission by the Purchaser after Completion including the
act of dismissal.
8. NON-COMPETITION
8.1 Each of Advanced Inc. and the Vendor undertakes that it will not, either
itself or in conjunction with any other person, do any of the following
things:-
8.1.1 within three years after Completion, be engaged or (except
as the holder of shares in a listed company which confer
not more than five per cent. of the votes which could
normally be cast at a general meeting of the company)
directly or indirectly interested in carrying on any
business which competes with the Business in the
United Kingdom;
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8.l.2 disclose to any person or in any way which may be
detrimental to the Business use any information which is
confidential Business Information for so long as that
information remains confidential Business Information;
8.1.3 assist any other person to do any of the foregoing things.
8.2 Each undertaking contained in this clause shall be construed as a separate
undertaking and if one or more of the undertakings is held to be against
the public interest or unlawful or in any way an unreasonable restraint of
trade, the remaining undertakings shall continue to bind the Vendor and
Advanced Inc.
8.3 If there are provisions of this Agreement by virtue of which particulars of
this Agreement are required to be furnished to the Director General of Fair
Trading under the RTPA:
8.3.1 the Purchaser shall ensure that those particulars are
furnished as soon as possible and in any event within the
time specified by the RTPA; and
8.3.2 those provisions do not take effect until the day after
those particulars have been furnished.
9. THE BUSINESS PROPERTIES
9.1 In this clause:-
9.1.1 "the Landlords" means those persons in whom the benefit
of the reversions immediately expectant on the Leases are
vested.
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9.1.2 "Landlords' Consents" means the grant of licences under
seal or as a deed containing a release of the Vendor's
responsibilities as original tenant for the assignment of
each of the Leases to the Purchaser or in the case of
Swindon a release by the Landlord of the Vendor's
obligations to enter into a Lease for the Swindon premises
and "Landlord's Consent" means one of them.
9.2 The parties will use all reasonable endeavours to obtain the Landlords'
Consents and all necessary licenses or consents from any superior lessor or
any mortgagee and the Purchaser will, if necessary, provide suitable and
satisfactory references.
9.3 The parties agree with each other to execute and deliver to the Landlord
within five Business Days of receipt by them the licence containing the
Landlords' Consents.
9.4 The assignment of the relevant Lease shall be completed within five
Business Days of the grant of the Landlord's Consent.
9.5 Pending completion of the assignment of each of the Leases to
the Purchaser the Purchaser shall occupy the Business Properties
as licensee and shall pay a licence fee at the same rate as the
rent service charge and insurance rent payable under the
relevant Lease (apportioned on a daily basis if necessary) and
observe and perform the same obligations as are imposed upon
the tenant by the Leases.
10. EFFECT OF COMPLETION
Any provision of this Agreement which is capable of being
performed after and which has not been performed at or before
Completion and all indemnities and other undertakings contained in
or entered into pursuant to this Agreement shall remain in full
force and effect notwithstanding Completion.
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11. ASSIGNMENT
No party to this Agreement may assign any benefit under this
Agreement without the prior written consent of all other parties
to this Agreement.
12. CAPITAL ALLOWANCES
The Vendor and the Purchaser shall, within the time specified by
Section 77(3) Capital Allowances ▇▇▇ ▇▇▇▇, jointly procure that an
election under the provisions of Section 77 Capital Allowances Act
1990 shall be made in respect of the sale and
purchase of the Business.
13. ENTIRE AGREEMENT
This Agreement (in the form signed by each of the parties)
constitutes the entire agreement between the parties relating to
the transfer of the Business and no party has relied on any
representation made by the other party or any other person except
for any representation expressly set out in this Agreement. No
future variation shall be effective unless made in writing and
signed by each of the parties.
14. FURTHER ASSURANCE
The Vendor shall from time to time at the cost of the Purchaser,
on being required to do so by the Purchaser now or at any time in
the future, do or procure the doing of all such acts and/or
execute or procure the execution of all such documents in a form
satisfactory to the Purchaser as the Purchaser may reasonably
consider necessary for the rights, powers and remedies conferred
upon the Purchaser in this Agreement.
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15. NOTICES
15.1 Any notice or other communication given or made under or in
connection with the matters contemplated by this agreement
shall be made in writing.
15.2 Any such notice or other communication shall be addressed as
provided in sub-clause 15.3 and, if so addressed, shall be
deemed to have been duly given or made as follows:-
15.2.1 if sent by first class post, two Business Days after the
date of posting;
15.2.2 if sent by facsimile, when despatched to the correct
facsimile number confirmed by an activity report showing
'Transaction OK' or words to similar effect and followed
by written confirmation sent by first class post,
PROVIDED THAT if, in accordance with the above provisions, any
such notice or other communication would otherwise be deemed to be
given or made outside working hours, such notice or other
communication shall be deemed to be given or made at the start of
working hours on the next business day.
15.3 The relevant addressee, address and facsimile number of each
party for the purposes of this agreement, subject to sub-clause
15.4, are:-
Name of party Address Facsimile No.
------------- ------- -------------
Vendor
c/o Vendors' ▇▇▇▇▇▇ ▇▇▇▇▇▇
Representative ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Purchaser
Advanced Marketing Suite 25, Challenge 01908 365945
(Europe) ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
F.A.O.: ▇▇▇▇ Pickup
Advanced Inc.
Advanced Marketing ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 001 619 450 3581
Services Inc. ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
F.A.O.: ▇▇▇▇ ▇▇▇▇▇▇
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15.4 A party may notify the other parties to this agreement of a
change to its name, relevant addressee, address or facsimile
number for the purposes of sub-clause 15.3 PROVIDED THAT
such notification shall only be effective on:-
15.4.1 the date specified in the notification as the date on
which the change is to take place; or
15.4.2 if no date is specified or the date specified is less
than five clear business days after the date on which
notice is given, the date falling five clear business
days after notice of any such change has been given.
16. ANNOUNCEMENTS
16.1 Subject to clause 16.2, no announcement concerning the sale of
the Business or any ancillary matter should be made by either
party without the prior written approval of the other, such
approval not to be unreasonably withheld or delayed.
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16.2 Any of the parties may make an announcement concerning the
sale of the Business or any ancillary matter if required by:-
16.2.1 the law of any relevant jurisdiction;
16.2.2 any securities exchange or regulatory or government
or body to which either party subject or submits,
wherever situated, (including, without limitation)
the Panel on Takeovers and Mergers, NASDAQ or the
SEC, whether or not the requirement has the force of
law;
PROVIDED THAT any such an announcement shall be made only after
notice to all of the other parties.
16.3 The restrictions contained in this clause shall continue to apply
after Completion without limiting time.
17. GOVERNING LAW
This Agreement shall be governed by and construed in accordance
with the laws of England and Wales and the parties submit and
agree to the non-exclusive jurisdiction of the English courts.
18. CERTIFICATE OF VALUE
IT IS HEREBY CERTIFIED that the transaction hereby effected does
not form part of a larger transaction or a series of transactions
in respect of which the amount or value of the consideration or
the aggregate amount or value of the consideration exceeds
(pound)250,000.
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SCHEDULE 1
DEFINITIONS
In this Agreement:
"Assets" means the Assets agreed to be sold and purchased
pursuant to this Agreement and described in clause
2.1;
"Assumed Employees" means those employees identified in schedule 3;
"Book Debts" means all trade and other debts owing to the Vendor
on the Completion Date to the extent taken into
account in the Completion Accounts;
"Business" means the business of the retail of books carried
on by the Vendor at Completion;
"Business Contract" means the Customer Contracts, the Supplier
Contracts and the Leasing/Hire Agreements;
"Business Day" means a day (other than a Saturday or Sunday) on
which banks are open for business in London;
"Business Information" means all information, know-how and
records (whether or not confidential and in whatever
form held) including (without limitation) all
formulas, designs, specifications, drawings, films,
data, manuals and instructions and all customer
lists, sales information, business plans and
forecasts, and all records of technical or other
expertise and all computer software and all
accounting and tax records, correspondence, orders
and inquiries;
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"Business Properties" means those properties set out in Schedule 4;
"Completion" means completion of the transfer of the Business
pursuant to this Agreement;
"Completion Date" means 12.59 p.m. on the date of this Agreement;
"Creditors" means all trade and other debts, accrued charges and
all other amounts owing by the Vendor in connection
with the Business on the Completion Date;
"Customer Contracts" means all those contracts, engagements or orders
entered into on or prior to the Completion Date by
and on behalf of the Vendor with customers for the
sale of goods by the Vendor in connection with and in
the ordinary course of the Business which at the
Completion Date remain to be performed in whole or in
part by the Vendor;
"Fixtures & Fittings" means the fixtures (other than the landlords
fixtures) and the fittings (other than landlords
fittings) furniture, utensils, templates, implements,
chattels and equipment at the Retail Premises
belonging to the Vendor and used exclusively in
connection with the Business;
"Goodwill" means the goodwill of the Vendor exclusively in
relation to the Business together with the exclusive
right for the Purchaser to represent itself as
carrying on the Business in succession to the Vendor;
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"Leases" means the Leases in respect of the Business
Properties set out in schedule 6 and "Lease" means
any one of them;
"Leasing/Hire means all those contracts, engagements or orders
Agreements" entered into on or prior to the Completion Date by
or on behalf of the Vendor in relation to the
leasing, lease purchase or hire of goods or equipment
for use in the Business which on the Completion Date
remain to be performed in whole or in part;
"NASDAQ" means the North American Securities Dealers
Automatic Quotations System;
"Retail Premises" means those premises occupied by the Company and set
out in Schedule 4;
"SEC" means the Securities Exchange Commission;
"Stock" means the Retail Premises Stock and the Concessions
Outlet Stock (each as defined in Clause 5);
"Supplier Contracts" means all those contracts, engagements or
orders entered into on prior to the Completion Date
by or on behalf of the Vendor for the supply or sale
of goods to the Vendor in connection with the
Business which at the Completion Date remain to
be performed in all or in part;
"Trade ▇▇▇▇" means the trademark "Bookends and Device" registered
under number 2125784 on 6 March 1997; and
"VAT Act" means the Value Added Tax ▇▇▇ ▇▇▇▇.
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SCHEDULE 2
CONCESSION OUTLETS STOCK
1. Lancaster
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
2. Minehead
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
3. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
4. Brighton
▇▇▇▇ ▇▇▇, ▇, ▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
5. Horley
▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇
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▇▇▇ ▇▇▇
6. Factory Shop (Headcorn)
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
7. Factory Shop (Keighley)
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
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22
8. Factory Shop (Caincross)
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇
9. Pershore
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇▇
10. Factory Shop (Lightwater)
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇ ▇▇▇
11. ▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇▇)
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
12. Bury St ▇▇▇▇▇▇
▇▇▇▇▇▇ Business Centre
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
13. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇. Factory Shop (Tiptree)
▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇ ▇▇▇
15. Holbeach
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇▇
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23
16. Factory Shop (Haverford West)
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
17. Market Drayton
The Burgage
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
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24
SCHEDULE 3
ASSUMED EMPLOYEES
1. ▇▇▇▇▇▇ ▇▇▇▇▇▇
2. ▇▇▇▇▇▇ ▇▇▇▇▇
3. ▇▇▇▇▇▇ ▇▇▇▇
4. ▇▇▇▇▇▇ ▇▇▇▇▇▇
5. ▇▇▇▇ ▇▇▇▇
6. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
7. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
8. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
9. ▇▇▇ ▇▇▇▇▇▇▇▇
10. ▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
12. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
13. ▇▇▇▇ ▇▇▇▇
14. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
15. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
16. ▇▇▇▇ ▇▇▇▇▇▇▇▇
17. ▇▇▇▇ ▇▇▇▇▇▇▇
18. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
19. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
20. ▇▇▇▇▇ ▇▇▇▇▇
21. ▇▇▇▇▇▇▇ ▇▇▇▇▇
22. ▇▇▇▇▇ ▇▇▇▇▇
23. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
24. ▇▇▇▇▇ ▇▇▇▇▇▇▇
25. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
26. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
27. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
28. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
29. ▇▇▇▇▇ ▇▇▇▇▇▇
30. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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25
31. ▇▇▇▇▇▇ ▇▇▇▇▇▇
32. ▇▇▇▇▇ ▇▇▇▇▇▇▇
33. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
34. ▇▇▇▇▇▇ ▇▇▇▇▇▇
35. ▇▇▇▇▇ ▇▇▇▇▇▇▇
36. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
37. ▇▇▇▇▇ ▇▇▇▇
38. ▇▇▇▇▇▇ ▇▇▇▇▇▇
39. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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26
SCHEDULE 4
BUSINESS PROPERTIES
ADDRESS LEASE PARTIES TO LEASE
DATE LEASE TERM
Unit 24 26.09.96 (1) RAM Euro-Centres 10 years from
The Yorkshire (Doncaster) Limited 24.06.1996
Outlet Doncaster (2) the Vendor
Units 24 & 25 07.08.97 (1) Rockeagle Festival 5 years from
Festival Shopping Shopping Limited 24.06.1997
Victoria Village (2) the Vendor
Ebbw Vale Blaenau
Gwent
▇▇▇▇ ▇▇ Factory Shop 04.12.97 (1) FOC Company 5 years from
Scheme Clarks (No 2) Limited 04.12.1997
Village Street (2) the Vendor
Mezzanine at ▇▇▇▇ ▇▇ 04.12.97 (1) FOC Company 04.12.1997
Factory Shop Scheme (No. 2) Limited to 01.06.1998
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (2) the Vendor
Unit 106 Great undated (1) BAA-▇▇▇▇▇▇/▇▇▇▇ 10 years from
Western Designer (Swindon) Limited 17.02.1997
Outlet Village (2) the Vendor
Churchward Swindon
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27
IN WITNESS whereof this Agreement has been duly executed.
SIGNED by ▇▇▇▇▇▇ ▇▇▇▇▇▇ )
for and on behalf of )
AURA BOOKS PLC in the ) A ▇▇▇▇▇▇
presence of:- )
▇ ▇ ▇▇▇▇▇
SIGNED by ▇▇▇▇ ▇▇▇▇▇▇ D'Aeth )
for and on behalf of )
WINDGUARD LIMITED ) P A ▇▇▇▇▇▇ D'Aeth
presence of:- )
▇ ▇ ▇▇▇▇▇
SIGNED by )
for and on behalf of )
ADVANCED MARKETING ) M ▇▇▇▇▇▇
SERVICES INC. in the )
presence of:- )
C Tillinghurst
- 27 -