EXHIBIT 1.A
EXECUTION COPY
BINDING LETTER OF INTENT
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("LTBM"), Rothschilds Trust Guernsey Limited (the "LTBM
Trustees"), as trustees of the ▇▇▇ Trust (the "LTBM Trust"), ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
("JHM") and Codan Trust Company Limited (the "JHM Trustees") as trustees of The
JACTMAC Media Trust (the "JHM Trust"), intending to be legally bound, hereby
agree as follows as of September 26, 2002. Although this letter of intent
contemplates the execution and delivery of definitive agreements, it is intended
to be legally binding upon each of LTBM, the LTBM Trust, JHM and the JHM Trust.
1. LTBM's entire indirect interest in Trader Classified Media N.V. (the
"Company") (24,165,307 shares) (the "LTBM Company Shares") will be removed
from the Emmet holding structure and transferred directly to the LTBM
Trustees (or a special purpose company wholly owned by the LTBM Trustees)
to be held in a trust of which LTBM and/or her children are the sole
beneficiaries for the term of the Option described below (except for the
shares released pursuant to Section 4 below). LTBM may cause to be created
a second trust (the "LTBM A Shares Trust"), to the trustees of which (or to
a special purpose company wholly owned by the trustees of which) may be
transferred the Company A Shares comprised within the LTBM Company Shares,
provided that the trustees of the LTBM A Shares Trust agree to be bound by
the relevant parts of this Binding Letter of Intent. The beneficiaries of
the LTBM A Shares Trust shall be LTBM and/or any other person she
designates. In such event, references herein to the LTBM Trust shall be
deemed to be references to both the LTBM Trust and the LTBM A Shares Trust
and references herein to the LTBM Trustees shall be deemed to be references
to both the LTBM Trustees and the LTBM A Shares Trustees.
The LTBM Trustees will agree with JHM and the JHM Trustees as follows:
a. The JHM Trustees or any entity designated by them would have the
option described in Section 2 below (the "Option") to purchase
20,665,307 of the LTBM Company Shares from the LTBM Trusts for a price
(the "Option Price") equal to (i)E7.50 per share (E7.50 x 20,665,307
=E 154,989,803) plus interest at 4.9% per annum, compounded annually,
calculated from the Closing Date (as defined below) until the first
anniversary of the Closing Date (the "First Anniversary") or (ii)E8.10
per share (E8.10 x 20,665,307 = 167,388,987) plus interest at 4.9% per
annum, compounded annually, calculated from the First Anniversary
until October 15, 2004. The term of the Option from the Closing Date
to October 15, 2004 is hereinafter referred to as the "Option Term";
PROVIDED that, if the Option is exercised, the date of exercise is the
last day of the Option Term. The "Closing Date" means the date the
transactions contemplated by the definitive documents referred to in
Section 20.a. below are consummated.
b. During the Option Term, except for the releases of shares contemplated
by Section 4, the LTBM Trustees may not sell or in any way dispose of
or agree to sell or agree to
in any way dispose of any of the LTBM Company Shares held by them and
not released pursuant to Section 4 below without the JHM Trustees'
written consent. Notwithstanding the foregoing, the LTBM Trustees may
pledge the shares in support of a borrowing as provided in Section 3
below.
c. The LTBM Trustees shall continue to have the right to vote the LTBM
Company Shares held in the LTBM Trusts. JHM shall have no right to
direct the voting of the LTBM Company shares.
d. If the JHM Trustees (or their designee) do not exercise the Option by
October 15, 2004, the LTBM Trustees will thereafter hold the LTBM
Company Shares held in the LTBM Trusts solely in accordance with the
terms of the trust deeds establishing the LTBM Trusts.
e. During the Option Term, neither LTBM nor the LTBM Trustees will do or
consent to anything that would cause Company B shares held in the LTBM
Trusts to be converted into Company A shares.
2. The Option would be exercisable at any time through October 15, 2004 in
whole, but not in part. Payment of the Option Price could be made:
a. in cash;
b. in Institutional Notes (as defined below); or
c. any combination of the foregoing.
As used herein, "Institutional Notes" means promissory notes issued by
any entity or guaranteed by any entity so long as (a) the payor or
guarantor (which shall not be a UK entity) has a credit rating
equivalent to or better than ▇▇▇▇▇▇ Investissements on the date hereof
; (b) the interest rate is not less than 4.9% per annum, compounded
annually; and (c) the timing of principal payments thereunder are no
less favorable to LTBM than the following cumulative amounts: 38.80%
on the date of delivery of the Institutional Notes, 64.66% on August
31, 2003, 73.97% on August 31, 2004, 83.28% on August 31, 2005, 92.59%
on August 31, 2006, 100% on August 31, 2007. If the Option is
exercised later than August 31, 2003 or August 31, 2004, the payment
due on the date of delivery of the Institutional Notes would be
increased (i.e. front-end loaded) and not spread out over the
remaining payments.
It is understood by the parties that the JHM Trustees or their designee
would be free to exercise the Option and then sell their entire interest in
the Company subject only to JHM's and the JHM Trustees' obligations under
Sections 7, 8 and 19.b. below, if applicable.
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3. The LTBM Trustees may borrow money secured by the LTBM Company Shares held
by the LTBM Trust and to on-lend the proceeds to LTBM; PROVIDED that the
terms of any loan agreement will include a provision to the effect that,
upon an Event of Default under the loan agreement, the lender shall be
required to give notice to JHM and the JHM Trustees who shall then have 15
business days to exchange or cause to be exchanged Company A shares for an
equal number of B shares comprised within the LTBM Company Shares that
secure the loan. Whether or not an Event of Default shall have occurred,
the loan agreement shall provide that, under no circumstances, shall the
lender, any collateral agent or any third party have the right to take
title to or cause to be sold the B shares comprised within the LTBM Company
Shares without JHM and the JHM Trustees first having a right to exchange A
shares for such B shares. In addition, if the lender will not release its
security interest in the shares so as to allow the JHM Trustees (or their
designee) to exercise the Option without first having been paid, JHM and
the JHM Trustees shall be entitled to make such arrangements such that a
portion of the Option Price is paid directly to the lenders concurrently
with the exercise of the Option and the lenders shall deliver the shares as
directed by JHM and the JHM Trustees.
4. 3,500,000 A shares will be released directly or indirectly to the LTBM
Trusts on the Closing Date. The LTBM Trustees may hold the shares released
or sell them, without restriction. During the Option Term, each of JHM and
the JHM Trustees agrees not to sell more than 3,500,000 of the Company
shares held by them and not to sell any Company shares during the six
months following the Closing Date and during the three months preceding
October 15, 2004. Promptly following the execution of this Binding Letter
of Intent, JHM and LTBM agree to take and agree to cause their respective
trustees to take all legal and administrative steps reasonably necessary to
allow Floscule to sell up to 3,500,000 of the A shares released to the LTBM
Trusts pursuant to the first sentence of this Section on behalf of the LTBM
Trusts and JHM agrees to use his best efforts to cause up to 3,500,000 of
the A shares released to the LTBM Trusts pursuant to the first sentence of
this Section held by Floscule on behalf of the LTBM Trusts to be sold at a
price not less than that specified by LTBM. The proceeds of such sale(s),
together with any of the 3,500,000 shares that could not be sold, shall be
released to the LTBM Trusts on the Closing Date in accordance with the
structure and methodology contemplated by the tax note attached as Appendix
B. If the Closing Date does not occur for any reason, the proceeds of such
sale(s), together with any of the 3,500,000 shares that could not be sold,
shall continue to be held by Floscule on behalf of both LTBM and JHM and/or
their respective trusts.
LTBM and the LTBM Trustees agree not to vote any of the A shares released
to her on the Closing Date and each of JHM and the JHM Trustees agrees not
to vote an aggregate of 3,500,000 A shares held by them, less any shares
sold by them during the Option Term as permitted by the third sentence of
the preceding paragraph. In addition, during the Option Term each of LTBM
and JHM and the trustees of their respective trusts agrees not to vote any
Company shares acquired after the date of this Binding Letter of Intent. If
the Option expires unexercised, each of JHM and the JHM Trustees agree not
to vote a number of shares equal to the number of shares sold by LTBM after
such Option expiration, up to a maximum of 1,500,000 shares, less any
shares sold by JHM and the JHM Trustees after such Option expiration. These
voting limitations shall apply during
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the Option Term and, if the Option expires unexercised, after the Option
Term until (a) in the case of the limitation applicable to JHM, LTBM or the
LTBM Trusts own less than 10.0 million shares, and (b) in the case of the
limitation applicable to LTBM, JHM or the JHM Trusts owns less than 10.0
million shares.
5. If the JHM Trustees (or their designee) do not exercise the Option by
October 15, 2004:
a. the Option will terminate; and
b. the LTBM Trustees will thereafter hold the remaining LTBM Company
Shares solely in accordance with the terms of the Trust Deeds
establishing the LTBM Trusts.
6. If Class A shares of the Company are released under Section 4, since both
parties agree to an orderly sale of shares into the market, JHM will upon
LTBM's request use commercially reasonable efforts to cause members of the
Company management designated by LTBM to work with LTBM's or the LTBM
Trustees' broker to effect an orderly sale of the shares, including, if
necessary, meeting with potential buyers as is reasonably requested,
subject to applicable securities law.
7. If the JHM Trustees (or their designee) exercise the Option on or prior to
the First Anniversary, the JHM Trustees will make or cause to be made an
additional cash payment (by way of additional purchase price for the shares
bought by the JHM Trustees) to the LTBM Trustees in the following amount:
i) in the event of a Sale Event (as defined in the December 7, 2001
draft Transaction Agreement) occurring between 9 months and the sixth
anniversary of the Closing Date, see the additional payment formula
based on the 20,665,307 shares bought by the JHM Trustees in APPENDIX
A; or
ii) from the 6th to the 10th anniversary of closing, by forcing JHM
and the JHM Trustees to do a block trade of shares (provided the
Company is public and the share price is above E12 per share, NPV
using a 4.9% discount rate) and pay LTBM E14 million (see APPENDIX A);
or
iii) on the 10th anniversary of closing, if neither i) nor ii) has
occurred, the JHM Trustees will pay LTBM E7 million (see APPENDIX A).
No payment will be payable under this Section 7 if any payment is made
under the "make good" provision in Section 2.06 of the December 7,
2001 draft Transaction Agreement, as modified by Section 8 below.
8. The "make good" provision in Section 2.06 of the December 7, 2001 draft
Transaction Agreement will continue to apply except (i) the June 7, 2002
date will be changed to July 31, 2003 and (ii) references to E5.50 will be
changed to E8.00.
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9. During the Option Term, if LTBM acquires any shares of the Company,
including as a result of the exercise of her option to acquire 258,492
shares, she shall be free to dispose of such shares as she wishes. Subject
to applicable law and the Company's blackout policy, JHM agrees to use his
best efforts to cause the Company to issue the shares issuable upon LTBM's
exercise of her option. LTBM agrees not to vote such shares during the
Option Term or after the Option Term if the Option expires unexercised, so
long as JHM or the JHM Trust continues to own more than 10.0 million
shares. During the Option Term, if JHM or the JHM Trust acquires any shares
of the Company, including as a result of the exercise of his option to
acquire 258,492 shares, he shall be free to dispose of such shares as he
wishes. JHM and the JHM Trustees agree not to vote such shares during the
Option Term or after the Option Term if the Option expires unexercised, so
long as LTBM or the LTBM Trust continues to own more than 10.0 million
shares.
10. During the Option Term, the LTBM Trustees upon the direction of LTBM shall
designate ▇▇▇▇▇ ▇▇▇▇▇▇ Nightingale to serve on the supervisory board of the
Company as a nominee of the Floscule Group. JHM and the JHM Trustees shall
vote, or cause to be voted, all of their Company shares, and, if necessary,
shall exercise their rights under the Shareholders Agreement dated as of
March 16, 2000 (the "Shareholders Agreement") to cause ▇▇▇▇▇▇
Investissements to vote, in favor of electing and re-electing such
individual.
11. During the Option Term, LTBM (on behalf of the LTBM Trusts) shall be
entitled to meet with operating and financial management of the Company
once per fiscal quarter. LTBM shall be entitled to select the members of
management with whom she would like to meet (provided such members of
management have not committed to be away on business or vacation on the
proposed meeting date prior to the receipt of the notice referred to in the
next sentence). Each such meeting will be held during the sixth or seventh
week after the end of each fiscal quarter of the Company on a date
specified by LTBM in writing not less than 14 days before the proposed
meeting date at a mutually convenient time and place. If LTBM requests, JHM
will attend such meeting himself; otherwise, JHM will not attend such
meetings. If LTBM requests nonpublic information, LTBM agrees to sign a
confidentiality agreement in customary form. LTBM acknowledges that
securities law in the U.S. and other countries prohibit the sale of
securities while in possession of material nonpublic information. JHM shall
use his best efforts to cause the Company's operating and financial
management to attend each such meeting.
12. If the Option expires unexercised and for so long as LTBM or the LTBM
Trustees own, directly or indirectly, at least 20.0 million shares, each of
the JHM Trustees and JHM agree to vote, and, if necessary, to exercise
their rights under the Shareholders Agreement to cause ▇▇▇▇▇▇
Investissements to vote, all of their shares in favor of the election of
two designees of LTBM to the supervisory board of the Company as nominees
of the Floscule Group (which may include LTBM herself). If the Option
expires unexercised and for so long as LTBM or the LTBM Trustees own,
directly or indirectly, at least 10.0 million shares, each of the JHM
Trustees and JHM agree to vote, and, if necessary, to exercise their rights
under the Shareholders Agreement to cause ▇▇▇▇▇▇ Investissements to vote,
all of their shares in favor of LTBM's election to the supervisory board of
the Company as a nominee of the Floscule Group.
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After the Option Term, if (a) the Option expires unexercised, (b) LTBM or
the LTBM Trustees desire to sell all of their remaining shares to a single
third party and (c) the Shareholders Agreement remains in full force and
effect in substantially its current form, then JHM and the JHM Trustees
will agree, subject to their rights in Section 16 below, to enter into a
shareholders agreement with such third party pursuant to which such third
party will have the rights and obligations that ▇▇▇▇▇▇ Investissements has
under Article 4 of the current Shareholders Agreement. It is understood
that JHM and/or the JHM Trustees would continue to control the Company,
including having all of Floscule Group's rights as Majority Holder
thereunder (including the right to appoint a majority of the supervisory
board members). In addition, JHM would agree to use his best efforts to
cause the Company and ▇▇▇▇▇▇ Investissements to agree to allow any party to
whom LTBM or the LTBM Trustees sold at least 10.0 million shares to attend
quarterly meetings with management, to have one board observer and to have
the right to nominate one of the two independent members of the Company
supervisory board (so long as such member satisfies all applicable legal
and regulatory requirements for independence); PROVIDED that, if LTBM or
the LTBM Trustees sell at least 15.0 million shares to any party, JHM would
agree to use his best efforts to cause the Company and ▇▇▇▇▇▇
Investissements to agree to allow such party to have the right to an
additional board observer (which, for such party, means two observers in
total).
After the Option Term, if (a) the Option expires unexercised, (b) LTBM or
the LTBM Trustees desire to sell all of their remaining shares to a single
third party and (c) the Shareholders Agreement is no longer in effect in
substantially its current form, then each of JHM and the JHM Trustees will
agree, subject to their rights in Section 16 below, to enter into a
shareholders agreement with such third party pursuant to which such third
party will have substantially all of the rights and obligations that ▇▇▇▇▇▇
Investissements has under the current Shareholders Agreement. It is
understood that that JHM and the JHM Trustees would continue to control the
Company, including having all of Floscule Group's rights as Majority Holder
thereunder (including the right to appoint a majority of the supervisory
board members).
In addition, if the Option expires unexercised, at the request of LTBM, JHM
will use his best efforts to cause the Company to prepare and conduct a
roadshow for any sale by the LTBM Trusts of not less than 5.0 million
shares (it being understood that the timing of such sale shall be mutually
acceptable to both LTBM (on behalf of the LTBM Trustees) and the Company).
13. During the Option Term, if JHM and the JHM Trustees either alone or
together with ▇▇▇▇▇▇ Investissements desires to take the Company private
such that (a) after the transaction either JHM and the JHM Trustees alone
or JHM and the JHM Trustees and ▇▇▇▇▇▇ Investissements together would have
voting control of the Company and (b) the Company's shares would no longer
be publicly traded on any securities exchange, then, prior to closing any
such going private transaction, JHM and the JHM Trustees would be required
to obtain the consent of LTBM. Unless the LTBM Trustees otherwise consent,
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the LTBM Trustees shall be entitled to receive the same consideration as
may be payable to the public shareholders in any such transaction that
closes during the Option Term.
14. During the Option Term, JHM and the JHM Trustees may pledge their Company
shares as security for a loan, but the applicable loan agreement must have
parallel provisions to those described in Section 3 above providing certain
rights to LTBM or the LTBM Trustees.
15. If LTBM dies during the Option Term, the JHM Trustees's option rights shall
survive for the remainder of the Option Term to the extent not prohibited
by applicable law. If JHM dies during the Option Term, LTBM or the LTBM
Trustees shall have the option to acquire the JHM Trust's shares on the
same terms as provided herein.
16. After the Option Term, if the Option expires unexercised, neither LTBM nor
JHM nor their respective trustees (the "Seller") shall consummate a sale of
Company B shares without the Seller (a) first having offered such B shares
to the other pursuant to a 60 day (30 days in the case of sales of
1,000,000 shares or less) right of first refusal and (b) first having
offered the other a right to exchange such B shares for an equal number of
A shares, PROVIDED that, in each case, the other continues to own
beneficially (whether or not subject to a trust) at least 10.0 million
shares. The same restrictions shall apply to JHM and the JHM Trustees
during the Option Term (it being understood that (i) if the JHM Trustees or
their designee exercise the Option, the restrictions shall no longer apply
to the JHM Trust or to JHM no matter when the sale of B shares takes place
after the Option exercise and (ii) LTBM or the LTBM Trustees, as provided
in Section 1(b) above, is prohibited from selling any shares subject to the
option during the Option Term). In addition, during the Option Term, and
after the Option Term if the Option expires unexercised and LTBM owns at
least 10.0 million shares, if JHM or the JHM Trustees consummates a sale of
any of their Company shares (subject to LTBM's right of first refusal),
LTBM and the LTBM Trustees shall have the right to tag-along such sale,
PROVIDED that, if the JHM Trustees or their designee exercise the Option,
the tag-along rights of LTBM and the LTBM Trustees shall no longer apply no
matter when the sale of shares takes place after the Option exercise.
Similarly, after the Option Term, if the Option expires unexercised and JHM
and the JHM Trustees own at least 10.0 million shares, if LTBM or the LTBM
Trustees consummate a sale of any of her shares in a transaction in which
Section 3.5 of the Shareholders Agreement is applicable, each of JHM and
the JHM Trustees shall have the right to tag-along such sale. If the Option
expires unexercised, after the Option Term, each of LTBM and JHM and their
respective trustees will use commercially reasonable efforts to inform the
other in advance of any sales of more than 100,000 shares (subject to the
rights of first offer and exchange described earlier in this Section 16).
17. JHM agrees to discharge all obligations LTBM allegedly owes the Company in
respect of the Company's payment of personal expenses of LTBM prior to the
date hereof, subject to the Company providing reasonable supporting
documentation for its claims.
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18. Each of the LTBM Trustees and the JHM Trustees (the "Trustees") has entered
into this Binding Letter of Intent solely in its capacity as trustee of the
respective trusts of which they are trustees and the obligations of the
Trustees hereunder are subject to the provisions of such trusts.
Notwithstanding any other provision of this Binding Letter of Intent, any
and all liabilities of the Trustees created by this Binding Letter of
Intent shall be limited to the extent such liability can be met from and
out of the funds or other property from time to time subject to the trusts
of the respective trusts and, accordingly:
a. the obligations of, and rights against, the Trustees under this
Binding Letter of Intent and any and all liability of the Trustees
that may otherwise arise in connection with this Binding Letter of
Intent and the matters contained in this Binding Letter of Intent
shall be performed, satisfied and paid only out of, and enforced only
against and recourse under this Binding Letter of Intent shall be had
only against, the funds and or other property from time to time
subject to the trusts contained in the respective trust deeds; and
b. no obligation of the Trustees under this Binding Letter of Intent or
that otherwise may arise in connection with the matters contained in
this Binding Letter of Intent is binding upon, nor in respect thereof
shall any resort or recourse be had, judgment issued, or execution or
other process levied against, any other property of the Trustees held
in its capacity as trustee under other trust instruments or held in
its personal capacity.
19. Prior to the Closing Date, JHM will put in place an estate plan providing
as follows, except as may be otherwise agreed with LTBM:
a. If JHM dies during the Option Term, JHM will bequeath to trusts for
each of the 3 children of JHM and LTBM (the "Children's Trusts") all
of his B shares in the Company (divided equally) subject to LTBM's or
the LTBM Trustees' option under Section 15; the Children's Trusts must
swap any B shares for LTBM's A shares prior to any sale of B shares;
if LTBM exercises her option, the proceeds of such exercise will be
paid to the Children's Trusts;
b. If JHM dies after exercise of the Option and does not then have voting
control of the Company, JHM will bequeath to the Children's Trusts
(divided equally) not less than 60% of the cash and liquid securities
in his estate;
c. If JHM dies after exercise of the Option and then has voting control
of the Company, JHM will bequeath to the Children's Trusts (divided
equally) shares constituting not less than voting control of the
Company and constituting at least 60% of his total number of A and B
shares; and
d. If JHM dies after the Option Term without the Option having been
exercised and, at the time of death, JHM has more than 10.0 million
shares of the Company, JHM will bequeath to the Children's Trusts all
of his shares in the Company (divided equally) with the express
instruction that the trustees, acting in concert with
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LTBM, shall sell the Company within a reasonable period of time in a
process designed to obtain the highest cash price, unless LTBM and, in
the exercise of their fiduciary duties, the trustees agree otherwise.
The trustees of the Children's Trusts will be independent of CGIP. On or
before the Closing Date, JHM will provide evidence that this estate plan
has been put in place (it being understood that written confirmation of
such from a reputable third party adviser to JHM is acceptable evidence).
20. a. Each of LTBM and JHM and their respective trustees agree to execute
all agreements, instruments, releases, certificates, resolutions and
other documents necessary to effect the foregoing using the December
7, 2001 draft Transaction Agreement to the extent not superseded by
the terms of this agreement. Each of LTBM and JHM and their respective
trustees agrees to use her or his best efforts to cause the Closing
Date to occur before October 31, 2002. Each of LTBM and JHM and the
trustees of their respective trusts agrees exercise all powers they
may have under the Shareholders Agreement, including granting any
necessary waivers and consents thereunder or refraining from
exercising any rights or powers they may have thereunder, in order to
effectuate the purposes of this Binding Letter of Intent.
b. Each party shall be required to bear its own financial, tax, legal,
advisory and other expenses in connection with the negotiation,
documentation and closing of the transactions contemplated by this
agreement. Notwithstanding the foregoing, JHM agrees to cause his tax
advisors to consult with and provide assistance to LTBM's tax advisors
in connection with the removal of LTBM's shares in the Company from
the Emmet holding company structure. It is agreed that the removal of
LTBM's shares in the Company from the Emmet holding company structure
must have no negative tax or voting consequences to LTBM or JHM.
c. Except to the extent required by law or the rules and regulations of
any applicable securities exchange or regulatory body, neither JHM nor
LTBM shall issue any press release or make any public announcement
(including the filing of any public document) in connection with the
transactions contemplated by this agreement. If such a release or
announcement is so required, the party issuing the release or making
the announcement shall consult with the other party on the terms of
such release or announcement (including, if applicable, providing to
the other party a copy of any document intended to be publicly filed).
To the extent that the Company is required by law or the rules and
regulations of any applicable securities exchange to issue any press
release or make any public announcement (including the filing of any
public document) in connection with the transactions contemplated by
this agreement, JHM shall use his best efforts to cause the Company to
consult with LTBM on the terms of such release or announcement
(including, if applicable, providing to LTBM a copy of any document
intended to be publicly filed). In addition, JHM agrees not to issue a
press release personally, and agrees to use his best efforts to cause
the Company not to issue a press release,
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without LTBM's consent that (a) comments on or otherwise characterizes
LTBM's reasons for the transactions contemplated by this Binding
Letter of Intent or (b) makes reference to LTBM other than for the
purpose of describing the transactions contemplated by this Binding
Letter of Intent in a strictly factual way.
d. Each of the parties to this Binding Letter of Intent agrees that their
rights hereunder are personal and may not be assigned or otherwise
transferred to any other person without the written consent of the
other party.
e. Each of LTBM and JHM agrees to instruct the trustees of the trusts
that hold their direct or indirect interests in Company shares to sign
this Binding Letter of Intent within 24 hours of their own signature
of this Binding Letter of Intent.
f. All share numbers and per share prices in this Binding Letter of
Intent shall be appropriately adjusted in the event of a stock split,
stock dividend, recapitalization or other similar transaction by the
Company.
g. This Binding Letter of Intent may be signed in any number of
counterparts, each of which shall be original, with the same effect as
if the signatures hereto and thereto were upon the same instrument.
21. This agreement shall expire if the Closing Date does not occur by 11:59
p.m. (London time) October 31, 2002.
Agreed and Accepted as of the date first above written.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Rothschilds Trust Guernsey Limited,
as trustees of the ▇▇▇ Trust
Agreed and accepted as of the date first above written.
---------------------------------- The JACTMAC Media Trust
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: Codan Trust Company Limited,
Trustee
By:
-----------------------------------
Name
Title
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APPENDIX A
Three ways to obtain additional payment if the JHM Trustees exercise their
option to purchase all of the LTBM Company Shares held in the LTBM Trusts on or
prior to the First Anniversary:
i) Sale Event
ii) Block Trade
iii) Terminal Payment
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ADDITIONAL PAYMENT
DATE SALE PRICE PER SHARE BOUGHT BY ▇▇▇▇
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i)* Between July 31, 2003 and 8.50 Euros net present value (4.9% 0.20 Euros x
the 6th anniversary of discount rate) 14,633,149/20,665,307 per
closing share NPV (4.9% discount
rate)
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10.00 Euros net present value 0.30 Euros x
(10.0% discount rate) 14,633,149/20,665,307 per
share NPV (4.9% discount
rate)
--------------------------------------------------------------------------------------------
11.50 Euros net present value 0.40 Euros x
(10.0% discount rate) 14,633,149/20,665,307 per
share NPV (4.9% discount
rate)
--------------------------------------------------------------------------------------------
13.00 Euros net present value 0.50 Euros x
(10.0% discount rate) 14,633,149/20,665,307 per
share NPV (4.9% discount
rate)
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14.50 Euros net present value 0.60 Euros x
(10.0% discount rate) 14,633,149/20,665,307 per
share NPV (4.9% discount
rate)
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ii) Between the 6th Share price is above 12.00 Euros 14 million Euros (flag price)
anniversary of closing net present value (4.9% discount
and the 10th anniversary rate)
of closing
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iii)* On the 10th anniversary N/A 7 million Euros (flag price)
of closing
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* A Take Private does not count as a Sale Event. In the event of a Take
Private which is followed by a Sale Event between July 31, 2003 and the 6th
anniversary of closing, i) applies. In the event of a Take Private which is not
followed by a Sale Event between July 31, 2003 and the 6th anniversary of
closing, iii) applies, but ii) would not because the Company would be private.
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