CONFORMED COPY
Dated 10 August 1998
(1) HUNTINGDON LIFE SCIENCES GROUP PLC
(2) THE DIRECTORS NAMED HEREIN
(3) THE SUBSCRIBERS NAMED HEREIN
SUBSCRIPTION AGREEMENT
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Ref: SG/25407/3
THIS AGREEMENT is made the tenth day of August 1998
BETWEEN:-
1. HUNTINGDON LIFE SCIENCES GROUP PLC the registered office of which is at
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the
"Company");
2. The persons whose names and addresses are set out in Schedule 1
(together the "Directors");
3. The persons whose names and addresses are set out in Schedule 2
(together the "Subscribers").
WHEREAS:
(A) The Company was incorporated under the Companies ▇▇▇ ▇▇▇▇ on 14
December 1951 as a private company limited by shares under company
registration number 502370 with the name of Nutrition Research Co
Limited. Its name was changed to Nutrition Research Unit Limited on 27
May 1959 and to Huntingdon Research Centre plc on 12 April 1983 (when
it was re-registered as a public company) to Huntingdon International
Holdings plc on 28 June 1985 and to Huntingdon Life Sciences Group plc
on 4 April 1997.
(B) Immediately prior to the passing of the resolutions as set out in the
printed Notice of Meeting forming part of the Prospectus (as defined
below), the Company had an authorised share capital of (pound)7,000,000
divided into 140,000,000 ordinary shares of 5p each of which
114,006,863 ordinary shares of 5p each had been allotted and issued
fully paid.
(C) For the purpose of, inter alia, approving this Agreement (to enable the
Panel on Take-overs and Mergers to waive the obligations to which the
Subscribers would otherwise be subject under rule 9 of the Code) and
implementing the Subscription and the Placing, the Company is proposing
to convene the EGM (as defined below) at which the Resolutions (as
defined below) shall be proposed.
(D) The Directors are all the directors of the Company at the date hereof.
(E) In reliance upon the Documents, the Accounts, the Interim Results, any
Approved Document, any Supplementary Prospectus, any other information
published or otherwise made public by the Company, the various
warranties, covenants, indemnities, undertakings and other terms and
conditions contained herein (but upon nothing else as between the
Company, the Directors and the Subscribers), the Subscribers have
agreed to subscribe for the Subscription Shares at the Subscription
Price on the terms and subject to the conditions of this Agreement.
NOW IT IS HEREBY AGREED as follows:-
1. Interpretation
1.1 In this Agreement (including the Recitals and the Schedules) the
following words and expressions shall have the respective meanings set
out below:-
"Accounts" the audited balance sheet of each Group
Company as at 31 December 1997 and the audited
profit and loss account and cash flow statement
of each Group Company for the financial
year ended on 31 December 1997, including
in the case of the Company the audited
consolidated balance sheet as at that date
and audited consolidated profit and loss
account for that year, and all notes
thereto and the directors' and auditors'
reports;
"Accountants" ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇;
"Act" the Companies ▇▇▇ ▇▇▇▇ as amended;
"Admission" the admission of the
Subscription Shares and the
Placing Shares to the
Official List of the London
Stock Exchange becoming
effective in accordance
with Rule 7.1 of the
Listing Rules;
"Application Form" the application form for use by Qualifying
Shareholders (as defined in the Placing
Agreement) in connection with the Placing,
in the agreed form (Document A);
"Approved Document" has the meaning attributed to it in the
Responsibility Statements;
"Banks" National Westminster Bank plc, Comerica Bank Inc.
and First National Bank of Maryland Inc.;
"Board" the Board of Directors of the Company or a duly
authorised committee thereof;
"Bridging Agreement" the agreement
between the Company,
Huntingdon Life Sciences
Limited ("HLSL") and
National Westminster Bank
Plc regarding a bridging
facility in the agreed form
(Document B);
"Business Day" any day on which clearing banks in the
City of London are open for business;
"Code" the City Code on Take-overs and Mergers;
"Directors" the Executive Directors and Non-Executive
Directors;
"Documents" the Prospectus, Application Form, Proxy
and the Press Announcement;
"Dresdner Kleinwort ▇▇▇▇▇▇" Kleinwort ▇▇▇▇▇▇ Limited of ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;
"EGM" the Extraordinary General Meeting of the
Company to be convened for 2 September
1998 at which the Resolutions are to be
proposed, and any adjourned meeting
thereof;
"Executive Directors" those persons whose names and addresses
are set out in Part A of Schedule 1;
"Existing Facility" has the meaning attributed to it in the New
Facility;
"Facility Documents" the Existing Facility, the New Facility,
the Security, the
Security Deed, the Bridging Agreement and
the FOREX Agreement;
"FHP Consultancy Agreement" the
consultancy agreement to be
between the Company and
Focused Healthcare
Partnership Limited and the
undertaking between ▇▇
▇▇▇▇▇ and the Company, both
in the agreed form
(Documents C);
"FOREX Agreement" the Existing Ancillary Facilities as defined
in the New Facility, in the agreed form
(Document D);
"FSA" the Financial Services ▇▇▇ ▇▇▇▇ as
amended, including any regulations made
pursuant thereto;
"Group" the Company and its subsidiary undertakings (but
not, for the avoidance of doubt, any
associated undertakings);
"Group Company" any company in the Group;
"Interim Results" the unaudited
consolidated balance sheet
of the Group as at 30 June
1998 together with the
unaudited consolidated
profit and loss account of
the Group for the 6 months
ended on 30 June 1998;
"Listing Rules" the listing rules made by the London Stock
Exchange under Section 142 of the FSA and
in force at the date of this Agreement;
"London Stock Exchange" the London Stock Exchange Limited;
"▇▇ ▇▇▇▇▇" ▇▇▇▇▇▇ ▇▇▇▇▇ c/o;
"Nat West Letter" the letter from National Westminster Bank
Plc to the Subscribers in the agreed form
(Document E) confirming that conditional
only on the satisfaction of Conditions
Precedent (ii)and (iii) in Schedule 6 to
the New Facility the facility of
(pound)24,500,000 will be advanced to the
Company on the date of that letter;
"New Facility" the facility agreement between the
Company (i) HLSL (2 Huntingdon Life
Sciences Inc. ("HLS")(3) Bankers (4) and
National Westminster Bank Plc as agent (5)
in the agreed form (Document F);
"Non-Executive Directors" those persons whose names and addresses
are set out in Part B of Schedule 1;
"Ciba Geigy Agreement" the Deed
of Variation between the
Company and Ciba Geigy plc
rescheduling payment of
monies due to Ciba Geigy
plc and waiving breaches by
the Company in the agreed
form (Document G);
"Option Agreement" the agreement between ▇▇ ▇▇▇▇▇ and the
Company in the agreed form (Document H)
regarding options over Ordinary Shares
to be granted to ▇▇ ▇▇▇▇▇ by the
Company on substantially the same terms
as apply to the Unapproved Option Scheme;
"Ordinary Shares" the ordinary shares of 5p each in the
capital of the Company;
"Placing" the placing and open offer of the
Placing Shares
pursuant to the terms of and subject to
the conditions to the Placing Agreement;
"Placing Agreement" the placing and open offer agreement
between the Company
and Dresdner Kleinwort ▇▇▇▇▇▇ in the
agreed form (Document I);
"Placing Shares" the new Ordinar Shares to be issued by the
Company pursuant to the Placing Agreement;
"Powers of Attorney" the powers of attorney given by each of
the Directors in
the agreed form (Document J);
"Press Announcement" means the press announcement in the agreed
form (Document K) giving details
inter alia, of the Subscription and the
Placing;
"Properties" the properties, including all of the
properties used by the Group for the
purposes of its business, details of all
of which are set out in paragraph 8 of
Part VI of the Prospectus;
"Proposals" the Proposals as defined in the Prospectus;
"Prospectus" the prospectus relating, inter alia, to
the Company, the Subscription, the Placing
and the Resolutions in the agreed form
(Document L);
"Proxy" the form of proxy in the agreed form
(Document M) for use by shareholders
in connection with the EGM;
"Resolutions" the resolutions set out in the notice of
EGM in the Prospectus;
"Responsibility Statements" the responsibility statements to be given
by the Directors in the agreed form
(Document N);
"Security" has the meaning attributed to it in the New
Facility;
"Security Deeds" the two deeds in the agreed form (Documents
0) varying the Guarantee and Debenture dated
1 November 1995 included in the definition
of the Security and entered into on the
date hereof;
"Service Agreements" the service agreements to be between M
Sandford and C Macdonald and the Company,
respectively, in the agreed form (Documents P);
"Specified Event" an event occurring or matter arising on or
after the date hereof and before Admission
which if it had occurred or arisen before the
date hereof would have rendered any of the
Warranties untrue or incorrect in any
respect which is material in the context
of the Group or the Subscription or the
Placing;
"Subscription Price" 12 1/2 ▇▇▇▇▇ per Ordinary Share;
"Subscription Shares" the 120,000,000 new Ordinary Shares which
are to be allotted and issued by the
Company to the Subscribers pursuant to this
Agreement;
"subsidiary undertaking have the meanings ascribed to them
or parent undertaking" by Section 258 of the Act;
"Supplementary Prospectus" means any supplementary
prospectus prepared for the purposes of
Section 147 of the FSA and the Listing
Rules;
"Taxation/Tax" includes all forms of taxation, duties,
imposts, contributions, charges, sums and
levies (including without limitation
social security contributions and
withholding taxes) whatsoever and whenever
imposed, by a Taxation Authority and
whether or not it is primarily payable by
the Company or any other person, and all
amounts recoverable by a Taxation
Authority as if they were Taxation and
all charges, interest, fines, penalties
and surcharges incidental, or relating to
the same;
"Taxation Authority" the Inland
Revenue, H M Customs &
Excise, the United States
Internal Revenue Service
and any other governmental
department or agency or
office whether in the
United Kingdom, the United
States or elsewhere having
authority or jurisdiction
in relation to Taxation
matters;
"Unapproved Option Scheme" the Huntingdon Unapproved Share Option
Scheme proposed to
be adopted pursuant to Resolution 4;
"Unapproved Option Scheme the rules of the Unapproved Option
Rules" Scheme in the agreed form (Document Q);
"US Subscribers" the Subscribers other than ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇;
"VAT" United Kingdom value added tax;
"Verification Notes" the verification notes in the agreed form
Document R) incorporating the answers to the
verification questions in the notes
confirming the factual information
contained in the Prospectus as being
accurate or not misleading and the
statements of opinion or belief as being
reasonably formed, held or deduced and
copies of documents cited in response to
such queries;
"Warranties" the warranties, covenants and undertakings
contained in Clause 10 and Schedule 5;
"Working Capital Report" the report
on the consolidated
cashflow and working
capital projections of the
Group for the period
commencing 1 July 1998 and
ending 31 December 1999 in
the agreed form (Document
S).
1.2 Any reference to a document being "in the agreed form" means in the
form of the draft or proof of the document signed for the purpose of
identification by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (on behalf of the Subscribers) and
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ (on behalf of the other parties to this Agreement).
A complete list of documents in the agreed form is set out in Schedule
3.
1.3 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ shall apply to this Agreement in the
same way as it applies to an enactment.
1.4 References in this Agreement to Recitals, Clauses, sub-clauses and
Schedules are to the Recitals, Clauses, sub-clauses of and Schedules to
this Agreement.
1.5 Any provision of this Agreement which is expressed to bind more than
one person shall save where stated otherwise bind them severally.
1.6 headings are included in this Agreement for convenience only and shall
be disregarded in its interpretation.
1.7 Reference in any form to the knowledge and/or information and/or belief
and/or awareness of any person (whether corporate or otherwise) or
words to similar effect shall be deemed to include any knowledge,
information, belief or awareness which any such person would have had
if he or it, or (if corporate) its directors, officers and employees
had made due and careful enquiries (including for the avoidance of
doubt due and careful enquiries of all relevant advisers) and taking
into consideration the responsibilities of such person or (if
corporate) its directors, officers and employees in respect of the
contents of the Documents.
1.8 References in this Agreement to the word "material" shall be deemed to
mean a serious adverse change or serious adverse changes in the context
of the Group (including but not limited to its condition (financial or
otherwise), business, prospects, net worth or results of operations) or
the Subscription or the Placing or if such matter gives rise to a
readily quantifiable financial liability, the word "material" shall be
deemed to mean an adverse change or changes to the condition (financial
or otherwise), business, prospects, net worth or results of operations
which may give rise to a liability or aggregate liability of any member
or members of the Group of (pound)1.5 million or more.
1.9 References to statutes or statutory provisions include references to
any orders or regulations made thereunder and references to any
statute, provision, order or regulation as amended, modified,
re-enacted or replaced from time to time whether before or after the
date hereof and to any previous statute, statutory provision, order or
regulation amended, modified, re-enacted or replaced by such statute,
provision, order or regulation.
1.10 References to the Subscribers shall, when made in respect of any
rights, duties or obligations of any nature due to the Subscribers, be
deemed to include reference to ▇▇ ▇▇▇▇▇ in his own capacity and as
trustee for Focused Healthcare Partnership Limited.
2. Conditions
2.1 The obligations of the Subscribers under this Agreement are conditional
upon:-
2.1.1 the Documents having been approved on behalf of the London Stock
Exchange, the Panel on Takeovers and Mergers having approved
the Prospectus and agreeing, subject to the passing of Resolution
1 on a poll of independent shareholders, to waive any obligations
of the Subscribers to make a general offer to shareholders of the
Company under Rule 9 of the Code, in each case prior to the
publication of the Documents and such approval and waiver not
being withdrawn prior to this Agreement becoming otherwise
unconditional in all respects;
2.1.2 two copies of the Prospectus being delivered to the
Registrar of Companies for registration in accordance with
Section 149 of the FSA;
2.1.3 the submission (signed where appropriate by each of the
Directors) to the London Stock Exchange of all documents
specified by the Listing Rules for the purposes of Section
154 of the FSA in accordance with the Listing Rules and the
London Stock Exchange approving the contents of such
documents or authorising the issue of such documents without
such approval by not later than 10 August 1998, or such
later date as the Subscribers may agree and in any event
before the document concerned is issued;
2.1.4 the FHP Consultancy Agreement, the Placing Agreement, the Option
Agreement, and the Service Agreements becoming unconditional
in all respects other than as regards completion of this
Agreement, and the Company or HLSL or HLS or any of the members
of the Group which are party thereto not having varied or agreed
to vary any of the terms, or having exercised or omitted
to exercise any of its rights or benefits under any of such
documents or any of the Facility Documents or the Ciba Geigy
Agreement (including, but without limitation, consenting to,
agreeing or waiving the exercise or omission to exercise by any
party to any of such documents or any of the Facility Documents
or the Ciba Geigy Agreement of any of its rights, benefits or
obligations under any of such documents or any of the Facility
Documents or the Ciba Geigy Agreement) and the Unapproved Option
Scheme Rules and the Approved Option Scheme Rules not having been
varied, without in any such case the prior written consent of the
Subscribers;
2.1.5 the receipt by ▇▇ ▇▇▇▇▇ on behalf of the Subscribers of the NatWest
Letter;
2.1.6 the passing of all of the Resolutions without amendments
(save with the prior written consent of the Subscribers) on
or by 2 September 1998 (or such later date as the
Subscribers may agree);
2.1.7 the fulfilment by the Directors and the Company of their
respective obligations under Clauses 3 and 4 and their
respective obligations under Clauses 5.3, 5.5, 7.2, 8, 9,
10.4 and 13.4 in accordance with their term and in any event
on or before Admission, or in any such case such later time
or date as the Subscribers may agree;
2.1.8 none of the Warranties being untrue or inaccurate in any
material respect at the date hereof and no fact or
circumstances having arisen and nothing having been done or
omitted to be done (together an "Event") which
(i) would render any of such Warranties untrue or
inaccurate in any material respect if they were
repeated as at Admission or at any time on or
after 28 August 1998 up to and including
Admission; or
(ii) would entitle or would have entitled (with the
giving of notice and/or lapse of time and/or the
satisfaction of any other condition and/or
compliance with any other formality) the Banks or
any of them:-
(a) to require repayment before its stated maturity of any
amounts from time to time outstanding under, or to refuse
the making of an advance or drawdown or otherwise to make
available funds under, the Existing Facility or the
Bridging Agreement or the FOREX Agreement (save for any
Event which relates solely to the FOREX Agreement and which
(i) does not give rise to a breach of any other warranty,
condition or term of this Agreement, (ii) is not a default
and would not entitle the Banks or any of them to exercise
their rights, remedies or powers under the Existing
Facility or the Bridging Facility, and (iii) is not a
Default or Default Occurrence under the New Facility; or
(b) to enforce any of the Security; or
(iii) which would be a Default or Default Occurrence (as
defined in the New Facility) under the New
Facility (or would be if any advance had been made
thereunder and remained outstanding);
2.1.9 any Supplementary Prospectus being approved by the London
Stock Exchange and published in accordance with the Listing
Rules and Clause 3 before the condition contained in
sub-clause 2.1.11 shall have been satisfied;
2.1.10 the delivery by the Company and the Executive Directors to
the Subscribers of a certificate in the form set out in
Schedule 6 on 3rd September 1998 not later than 5.00pm (or
such later time or date as the Subscribers may agree);
2.1.11 Admission occurring on or before 4 September 1998 (or such
later date as the Subscribers may agree); or
2.1.12 if any demand shall be made by any of the Banks for payment or
repayment of any sums from time to time owing to the Banks or
any of them pursuant to the Existing Facility or the Bridging
Agreement or the FOREX Agreement save for any such demand in
respect solely of the FOREX Agreement and which (i) does not
give rise to a breach of any other warranty, condition or term of
this Agreement, (ii) is not a default and would not entitle
the Banks or any of them to exercise their rights, remedies or
powers under the ExistingFacility or the Bridg in Facility,
and (iii) is not a Default or Default Occurrence under the New
Facility.
PROVIDED THAT each of the parties to this Agreement shall perform its
respective obligations under this Agreement until such time (if any) as
any of such conditions shall have become incapable of being fulfilled
whereupon the provisions of Clause 2.3 shall apply.
2.2 The Company, each of the Directors and the Subscribers will
respectively use all reasonable endeavours to procure the fulfilment of
the conditions set out in Clause 2.1 by the times and dates stated
therein (or such later time and/or date as the Subscribers may agree)
and undertake to provide such information, supply such documents, pay
such fees, give such undertakings and do all such acts and things as
may be required by the London Stock Exchange to enable Admission to
occur and shall notify each other party forthwith of any information of
which they are or become aware at any time until this Agreement becomes
unconditional in all respects which could or does indicate that any of
the said conditions is not, or may not be, capable of being satisfied.
2.3 If any of the conditions set out in Clause 2.1 is not fulfilled, or
waived by the Subscribers, by the time and/or date specified therein
(or such later time and/or date as the Subscribers may agree) or, where
no time and/or date is specified, before the condition contained in
Clause 2.1.11 shall have been satisfied, this Agreement shall cease and
determine and no party to this Agreement will have any claim against
any other party to this Agreement for costs, damages, compensation or
otherwise except that:-
2.3.1 such termination shall be without prejudice to any accrued
rights or obligations of any party under this Agreement;
2.3.2 the Company shall pay the reasonable costs and expenses
(including VAT) properly incurred of the Subscribers in
direct connection with the Proposals up to a maximum
aggregate sum of (pound)500,000, unless such conditions have
not been fulfilled as a direct result of the default by the
Subscribers under this Agreement (which for the avoidance of
doubt shall not include the exercise of any right the
Subscribers may have under this Agreement); and
2.3.3 the provisions of Clauses 10, 11, 13 and 18 to 20 shall
remain in full force and effect.
3. Listing Application
3.1 The Company shall procure the delivery to the London Stock Exchange or
true copies of each of all documents in the appropriate numbers and
(where relevant) signed by the appropriate persons or certified as true
in accordance with and as required pursuant to paragraph 7.5 of the
Listing Rules.
3.2 Not later than 9.00am on the day of the consideration of the
application for Admission, the Company shall procure the delivery to
the London Stock Exchange of payment of the appropriate listing fees in
accordance with paragraph 7.7 of the Listing Rules.
3.3 The Company shall procure compliance with the obligations imposed upon
it by the Act, Part IV of the FSA and the Listing Rules in respect of
or by reason of the matters contemplated by this Agreement including
but without limitation:-
3.3.1 the filing of all original and copy documents and forms at the
Companies Registry;
3.3.2 the making available for inspection at the offices of
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ for a period
of not less than 14 days following the issue of the
Prospectus of the documents required to be made available
for inspection by the Company by paragraph 8.22 of the
Listing Rules and pursuant to the Code;
3.3.3 the making available free of charge, of sufficient copies of
the Prospectus in accordance with the requirements of the
Listing Rules; and
3.3.4 the delivery, as soon as practicable after the consideration
of the application for Admission and in any event no later
than five business days after they become available, to the
London Stock Exchange, of any relevant documents which are
required by paragraph 7.8 of the Listing Rules.
3.4 The Company shall procure for Dresdner Kleinwort ▇▇▇▇▇▇ all such
information and documents as they may reasonably require to enable the
Company to discharge its obligations and Dresdner Kleinwort ▇▇▇▇▇▇ to
discharge its obligations as Sponsor and Kleinwort ▇▇▇▇▇▇ Securities
Limited to discharge its obligations as stockbroker, to the Company in
relation to the matters contemplated by this Agreement.
3.5 Notwithstanding the rights of the Subscribers pursuant to Clause 2,
where after publication of the Prospectus but before Admission there is
a significant change affecting any matter required to be included, or a
significant new matter arises which would have been required to be
included, in the Prospectus by section 146 of the FSA or by the Listing
Rules, any Director who becomes aware of such change or matter shall
forthwith notify the other Directors and the Subscribers and the
Directors shall forthwith:-
3.5.1 disclose the change or matter to Dresdner Kleinwort ▇▇▇▇▇▇ in
writing; and
3.5.2 prepare and, through Dresdner Kleinwort ▇▇▇▇▇▇, deliver on
behalf of the Company to the London Stock Exchange for
approval a Supplementary Prospectus containing details of
the change or matter in a form complying with Section 146 of
the FSA and the Listing Rules and agreed upon by the
Subscribers and the Company.
3.6 Forthwith on receipt of appropriate evidence of approval by the London
Stock Exchange of the Supplementary Prospectus or of the authorisation
of their issue without such approval, the Company shall procure its
registration at the Companies Registry.
4. Announcement and Publication
The Company will procure:-
4.1 as soon as practicable after 8.00am on the date hereof release the
Press Announcement to the press and the London Stock Exchange; and
4.2 on or before close of business on the date hereof post copies of the
Documents to the shareholders of the Company.
5. Subscription
5.1 On the terms of and subject to the conditions of this Agreement and
relying on the warranties, covenants, indemnities and undertakings
contained herein the Subscribers (or, in the case of ▇▇ ▇▇▇▇▇ at ▇▇
▇▇▇▇▇'▇ discretion Focused Healthcare Partnership Limited ("FHP") or,
in the case of any Subscriber which is an investment manager any fund
managed by such Subscriber) will subscribe in full in cash for such
number of the Subscription Shares as are set opposite their names in
the third column of Schedule 2 at the Subscription Price ("Subscription
Cash") which price the Subscribers will procure to be paid or pay on or
by Admission.
5.2 The Subscription Shares will be subscribed free from all liens charges
and encumbrances of any nature whatsoever.
5.3 The Directors undertake with the Subscribers that they will on or
before 7.30 am on the date of Admission allot the Subscription Shares
at the Subscription Price to the Subscribers, or to such nominees as
they may direct or also, in the case of ▇▇ ▇▇▇▇▇ to FHP or also in the
case of any Subscriber which is an investment manager any fund managed
by such Subscriber, conditionally only on satisfaction of the condition
in Clause 2.1.11 on terms that, upon such allotment becoming
unconditional, such shares shall be fully paid and shall rank pari
passu in all respects with and be identical to the Ordinary Shares in
issue including the right to receive all dividends and other
distributions declared, made or paid after the date of Admission.
Forthwith after such allotment the Company shall provide the
Subscribers and Dresdner Kleinwort ▇▇▇▇▇▇ with certified copies of the
Board resolution allotting the Subscription Shares.
5.4 Each Subscriber severally warrants and undertakes to the Company that
the Subscription Cash due from him is, upon this Agreement coming into
effect, held by N.M. Rothschild & Sons Limited solely for the purpose
of paying the Subscription Cash pursuant to the terms of this
Agreement, subject only to this Agreement becoming unconditional and
not being terminated.
5.5 The Directors undertake that, subject to the passing of all of the
Resolutions, prior to Admission a board meeting of the Company shall be
held at which, conditional upon Admission:
5.5.1 the FHP Consultancy Agreement, the Option Agreement and the
Service Agreement shall be executed and entered into by the
Company;
5.5.2 ▇▇ ▇▇▇▇▇ shall be appointed a director of the Company and shall
be appointed Executive Chairman;
5.5.3 Mr L Rice shall resign as a director of the Company;
5.5.4 the Subscription Shares and the Placing Shares shall be
allotted and issued in accordance with the terms of this
Agreement and the Placing Agreement (respectively); and
5.5.5 the Unapproved Option Scheme shall be adopted by the Company.
5.6 Each US Subscriber acknowledges and agrees that the Subscription Shares
have not been registered under the United States Securities Act of 1933
(the "1933 Act") or the securities laws of any state of the United
States, and are being offered and sold to the US Subscribers pursuant
to an exemption from registration contained in Regulation D under the
1933 Act and applicable state law (and not pursuant to Regulation S
under the 1933 Act). Consequently, the Subscription Shares to be issued
to the US Subscribers shall be "restricted shares" as that term is
defined in Rule 144 under the 1933 Act, and each US Subscriber
understands and agrees that the Subscription Shares to be issued to the
US Subscribers cannot be offered, sold, delivered, transferred or
otherwise disposed of except pursuant to a registration statement under
the 1933 Act and applicable state law or in accordance with an opinion
of counsel acceptable to the Company that said transaction is exempt
from registration under the 1933 Act and applicable state law. Each
share certificate (including any successor share certificate) shall
bear a legend as set forth below:
Form of Legend
These shares have not been registered under the United States
Securities Act of 1933, as amended (the "1933 Act") or the securities
laws of any state of the United States. Consequently, these shares
cannot be offered, sold, delivered, transferred or otherwise disposed
of except pursuant to a registration statement under the 1933 Act and
applicable state law or in accordance with an opinion of counsel
acceptable to the Company that said transaction is exempt from
registration under the 1933 Act and applicable state law. The Company
shall not be required to register any purported sale, delivery,
transfer, or other disposition that is contrary to the terms of this
legend.
6. Registration
Upon Admission, the Directors shall procure that the Company will
deliver to the Subscribers or as they may direct the definitive share
certificates in the names of the Subscribers or also, in the case of ▇▇
▇▇▇▇▇ FHP or also in the case of any Subscriber which is an investment
manager any fund managed by such Subscriber or of such nominees of the
Subscribers as the Subscribers shall specify and in such denominations
as the Subscribers shall specify in respect of the Subscription Shares.
7. Company's and Directors' Further Obligations
7.1 Forthwith on the execution of this Agreement the Company
will deliver to the Subscribers:-
7.1.1 one copy of the final form of the Prospectus signed by
each Director (or his duly authorised attorney);
7.1.2 one executed copy of each Power of Attorney and of
each Responsibility Statement;
7.1.3 one copy of the Verification Notes and the answers,
annexures and all supporting documentation thereto signed
by each Director; and
7.1.4 one original signed copy of the New Facility and the
Security Deed;
7.2 The Directors and the Company undertake to the Subscribers that,
pending this Agreement becoming unconditional in all respects and
subject to letters of confidentiality substantially in the form as
executed by ▇▇ ▇▇▇▇▇ and the financial advisers to the Subscribers in
connection with the Proposals being executed and binding, they will on
request provide to the Subscribers, their accountants, solicitors and
other professional advisers authorised by the Subscribers such
facilities and information relating to the Group and its affairs,
including access to its books and records, as the Subscribers may
reasonably from time to time require and will consult with the
Subscribers, or such representatives and advisers as are designated by
them for this purpose, with respect to any action which may materially
affect the business, assets, trading profits or prospects of the Group
taken as a whole.
8. Fees and Expenses
The Company hereby undertakes that it will pay all of its costs,
charges and expenses (plus any VAT thereon) of and incidental to the
Proposals including in particular (but without limiting the foregoing)
the application for Admission, the costs of printing and distributing
the Prospectus, the fees of the London Stock Exchange and all
accountancy, legal and other professional fees and expenses in
connection with the Proposals (including the legal fees of Wragge & Co
in advising the Executive Directors on their personal positions) up to
but not exceeding (without the prior written consent of the
Subscribers) an aggregate of (pound)1.8 million.
9. Announcements
9.1 Save as expressly contemplated hereunder, neither the Company nor any
Director shall make or despatch any public announcement or
communication concerning the Group or in connection with the
Subscription or the Placing which is or may be material in relation to
the Group, the Subscription or the Placing or the issue of the
Subscription Shares between the date of this Agreement and the date of
Admission (both dates inclusive) without the prior written consent of
▇▇ ▇▇▇▇▇ as to the content, timing and manner of making or despatch
thereof (such consent not to be unreasonably withheld or delayed). This
restriction does not apply to a normal trade announcement or any
announcement or communication required by law, regulation, the Code or
the London Stock Exchange in respect of which it was not practicable in
the circumstances, having made all reasonable efforts, to obtain such
prior written consent.
9.2 The Company and each of the Executive Directors shall use all
reasonable endeavours to procure that each Group Company and employees
of each Group Company and advisers to and agents of the Company observe
the restriction set out in Clause 9.1 as if they were parties hereto.
10. Warranties and Undertakings by the Company and Undertakings by the
Directors
10.1 The Company warrants to the Subscribers that the warranties set out in
Schedule 5 are at the date hereof, and that warranty 23.2 will be as at
Admission true and accurate.
10.2 For the purpose of Clause 10.1, each of the warranties shall be
qualified to the extent of the facts or information fairly disclosed in
the documents listed in Schedule 4.
10.3 The warranties given in Clause 10.1 and Schedule 5 shall remain in full
force and effect notwithstanding the completion of the Subscription and
all other matters and arrangements referred to in or contemplated by
this Agreement.
10.4 Each of the Company and the Directors severally undertake to the
Subscribers insofar as they are able:
10.4.1 not to cause and to use all reasonable endeavours not
to permit any Specified Event;
10.4.2 to give notice to the Subscribers of any breach of the
Warranties or any other provision of this Agreement, or of
the occurrence of any Specified Event, which shall come to
his or its knowledge prior to Admission.
10.5 The liability of the Company in respect of any claim in connection with
any of the Warranties ("Relevant Claim") shall, save where the
liability in question arises as a result of fraud on the part of any
Group Company or any Group Company's respective directors, officers,
employees or agents or where the liability in question relates to a
matter which has been deliberately concealed or withheld by any Group
Company or any such person, be limited as follows:-
10.5.1 the aggregate liability of the Company in respect of this
Agreement shall be limited to (pound)15,000,000 (together
with all costs, expenses and interest incurred or suffered
by any of the Subscribers in connection therewith);
10.5.2 the Company shall not be liable in respect of a Relevant
Claim unless:-
(a) the liability of the Company in respect of that
Relevant Claim (ignoring any liability for costs,
expenses and interest) exceeds (pound)25,000;
(b) the aggregate liability of the Company in respect
of all Relevant Claims (excluding any for which
liability is excluded by sub-paragraph 10.5.2(a))
exceeds (pound)250,000 in which case the Company's
liability shall be the whole sum due and not just
the excess over (pound)250,000;
10.5.3 the Company shall have no liability in respect of any
Relevant Claim unless the Subscribers or any of them
shall have given notice in writing to the Company of
such claim (giving, to the extent reasonably practicable,
reasonable details of the claim or matter in respect of
which such claim is made) such notice to be given not
later than whichever is the later of (a) the date nine
months after the date of this Agreement and (b) the date one
month after the publication of the consolidated accounts
of the Group for the year ending 31 December 1998;
10.5.4 all and any liability of the Company in respect of any
Relevant Claim notified to it in accordance with paragraph
10.5.3 shall (if such Relevant Claim has not previously been
satisfied, settled or withdrawn) be extinguished on the
expiry of nine months from the date of such notification of
the Relevant Claim unless the Subscribers or any of them
shall within such period have issued and validly served on
the Company proceedings in respect of such Relevant Claim;
10.5.5 the Company shall not be liable in respect of any Relevant
Claim to the extent that the loss giving rise to the claim
is unconditionally and finally recovered by the Company from
another person other than a member of the Group or any
associated undertaking of the Group or any of the directors,
officers, or employees of a Group Company or associated
undertaking of the Company;
10.5.6 the Company shall not be liable in respect of any
Relevant Claim to the extent that the subject of the
claim has been or is made good or is otherwise
compensated without cost to the Subscribers (or any of them)
or any Group Company or associated undertaking of the
Company or any of the directors, officers, or employees
of a Group Company or associated undertaking of the
Company and should the Company pay to or for the benefit
of any Subscriber an amount in respect of any Relevant
Claim and any other Subscriber subsequently receives
from any other person any payment in respect of the
matter giving rise to the Relevant Claim, the Subscribers
shall thereupon pay to the Company and amount equal
to the payment received. The Subscriber's shall not be
entitled to recover damages or otherwise obtain
reimbursement or restitution more than once in respect of
the same loss;
10.5.7 the Subscribers confirm that the Company shall not be liable
in respect of any Relevant Claim to the extent of the
Subscriber's actual knowledge, as a result of the review of
any written information, of any matter which would give rise
to a Relevant Claim.
11. Indemnities
11.1 Subject to Clause 11.2 the Company undertakes to the Subscribers, to
keep each and every Subscriber indemnified against all losses, claims,
demands, damages, costs, charges, expenses or liabilities (or actions,
proceedings or investigations in respect thereof) which such Subscriber
may suffer or incur or which may be made against such Subscriber or
which arise directly or indirectly, out of or in connection with:-
11.1.1 the issue and/or publication of the Documents and/or any
other documents relating to the Subscription which have been
authorised by or on behalf of the Company;
11.1.2 any breach or alleged breach by the Company or any of the
Directors of this Agreement;
11.1.3 the failure or alleged failure by the Company or any of the
Directors to comply with any legal, statutory or regulatory
requirement in relation to the Placing, the Subscription the
allotment and/or issue of any Placing Shares or Subscription
Shares and any transaction or matter referred to in the
Documents
together with the properly incurred costs and expenses of such
Subscriber in enforcing its rights under this Clause 11.
11.2 The obligations of the Company under clause 11.1 shall not apply to any
liabilities, actions, costs, charges, expenses, claims or losses
suffered by a Subscriber to the extent that they are finally judicially
determined by a court of competent jurisdiction or are agreed by the
Subscribers to have arisen from or in relation to any breach by the
Subscribers of their obligations under this Agreement or under any
statutory or regulatory requirement or arise from the negligence or
wilful default of any Subscriber.
11.3 All sums payable to any Subscriber under this clause 11 shall be paid
free and clear of all deductions or withholdings unless the deduction
or withholding is required by law, in which event the person making
payment shall pay such additional amount as shall be required to ensure
that the net amount received by the Subscriber will equal the full
amount which would have been received by it had no such deduction or
withholding been made. If the Inland Revenue or any other taxing
authority in any jurisdiction brings into any charge to Tax (or into
any computation of income, profits or gains for the purposes of any
charge to Tax) any sum payable to any Subscriber under this Clause 11
then the amount so payable shall be grossed up by such amount as will
ensure that after deduction of the Taxation so chargeable there shall
remain a sum equal to the amount that would otherwise be payable
(additional payments being made on demand as may be necessary).
12. Representations and Warranties and Undertakings by the Subscribers
12.1 For the purposes of establishing the entitlement of the US Subscribers
to purchase Subscription Shares pursuant to an exemption under the 1933
Act and applicable state law, each of the US Subscribers severally
represents and warrants as follows:
12.1.1 The US Subscriber has had access to and reviewed the
Prospectus and such financial and other information
regarding the Company as the US Subscriber deems necessary
in respect of his or its decision to acquire Subscription
Shares. The US Subscriber has had an opportunity to
ask questions and receive answers concerning such
matters as he deems relevant. The US Subscriber has
reviewed the risk factors in the Prospectus, and
acknowledges that an investment in the Company's shares
is a high risk investment. Nothing in this Clause 12.1.1
shall impair or qualify the full force and effect of the
representations warranties and other provisions of
this Agreement and the Subscribers reliance thereon or
rights thereunder.
12.1.2 The US Subscriber is an accredited investor within
the meaning of Regulation D under the 1933 Act, and has
such knowledge and experience in financial and business
matters as to be capable of evaluating the merits
and risks of an investment in Subscription Shares and
is able to bear the economic risk of such investment.
If the US Subscriber is not an individual it has not
been formed for purposes of making this investment.
If the US Subscriber is an individual, he has specialised
knowledge and experience relating to the Company's industry.
12.1.3 As an acquirer in an intended private placement of
Subscription Shares that have not been registered under the
Act, the US Subscriber is acquiring Subscription Shares
solely for his or its own account and Subscription Shares
are not being acquired by US Subscribers with a view to any
resale, distribution, transfer or other disposition thereof
in violation of the 1933 Act.
12.1.4 If the US Subscriber is an individual, he is resident in the
State indicated below next to his name. If the US Subscriber
is an entity, it is incorporated in the state indicated next
to its name and has its head office in the state indicated
next to its name.
US Subscriber State of Residence/Inc./Hdqtrs.
▇▇▇▇▇▇▇▇ Group Inc - Arkansas/Arkansas
Quilcap Corp. - Delaware/New York
Oracle Partners L.P. - Delaware/New York
▇▇▇▇▇▇ ▇▇▇▇▇▇ New York - -
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ III New York - -
▇▇▇▇▇▇ ▇▇▇▇▇ New Jersey - -
▇▇▇▇▇ ▇▇▇▇▇▇ Washington - -
12.2 Each US Subscriber acknowledges and agrees that the Subscription Shares
issued to it or him may only be resold, transferred or otherwise
disposed of pursuant to a registration statement under the 1933 Act and
applicable state law or in accordance with an opinion of counsel
satisfactory to the Company that said transaction is exempt from
registration under the 1933 Act and applicable state law.
12.3 Each Subscriber severally warrants to the Company that he has full
power and authority to enter into and perform his obligations under
this Agreement which will constitute binding obligations on such
Subscriber in accordance with its terms upon coming into effect.
12.4 Each Subscriber that holds Ordinary Shares or Huntingdon ADSs (as
defined in the Prospectus) undertakes not to vote at the EGM in respect
of Resolution 1 and not to accept any Placing Shares which may be
offered to such Subscriber under the Open Offer (as defined in the
Prospectus).
12.5 Each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ severally represent
and warrant to the Company that he is not a US Person as defined in
Regulation S of the Securities and Exchange Commission.
12.6 The Company shall not be entitled to rescind this Agreement for any
reason.
13. Obligations to the Subscribers
13.1 The obligations of the Company to the Subscribers shall be binding on
its successors.
13.2 Subject to Clause 10.5, any liability to the Subscribers hereunder may
in whole or in part be released, compounded or compromised and time or
indulgence may be given by the Subscribers as regards any person under
such liability without prejudicing the Subscribers' rights against any
other person under the same or a similar liability.
13.3 Subject to Clause 10.5, no neglect, delay or indulgence on the part of
any Relevant Person (as the case may be) in enforcing the Warranties or
the indemnities set out in this Agreement or in enforcing any other
term or condition of this Agreement shall be construed as a waiver
thereof and no single or partial exercise of any right or remedy under
this Agreement will preclude or restrict the further exercise or
enforcement of any such right or remedy. The rights and remedies
provided in this Agreement are cumulative and not exclusive of any
other rights and remedies (whether provided by law or otherwise).
13.4 Each of the Directors hereby agrees that, if and to the extent that he
incurs any liability under this Agreement, he will not seek any
contribution or seek to recover any sum from the Company or any other
member of the Group or any of their officers or employees in respect of
such liability, provided that this shall not preclude a Director from
recovering under any insurance policy maintained by the Company for his
benefit pursuant to Section 310 of the Act.
13.5 The Company and the Directors confirm that, in addition to any remedy
or right of action available under this Agreement, the Subscribers
shall be entitled (as allottees of new Ordinary Shares or otherwise) to
the same remedies and rights of action against the Company and/or the
Directors to the same extent as any other person acquiring any Ordinary
Shares on the basis of the Documents and as referred to in Recital (E),
but not otherwise.
14. Time of the Essence
Any time, date or period referred to in any provision of this Agreement
may be extended by agreement between the parties but as regards any
time, date or period originally fixed or any time, date or period so
extended time shall be of the essence.
15. Notices
15.1 Any notice or other communication required to be given or served under
or in connection with this Agreement shall be in writing and shall be
sufficiently given or served if delivered or sent:-
15.1.1 in the case of the Company to its registered office for the
time being marked "For the urgent attention of the Company
Secretary";
15.1.2 in the case of any Director to his address stated in Part A
or Part B of Schedule 1 or to such other address as may be
notified in writing for the purposes of this Agreement to
the party giving or service the notice or other
communication;
15.1.3 in the case of the Subscribers to ▇▇ ▇▇▇▇▇ marked "For the
urgent attention of ▇▇ ▇▇▇▇▇".
15.2 Any such notice or other communication shall be delivered by hand or
sent by fax or pre-paid first class post. If sent by fax such notice or
communication shall conclusively be deemed to have been given or served
at the time of despatch, (provided that a confirmatory copy of such
notice is sent by post in accordance with this Clause 15.2). If sent by
post such notice or communication shall conclusively be deemed to have
been received 48 hours from the time of posting or, if to an overseas
address 5 Business Days from the time of posting.
15.3 Any notice given by the Subscribers under Clause 2.2 may also be given
by ▇▇ ▇▇▇▇▇ to any Director either personally or by telephone (to be
confirmed immediately in writing) and shall have immediate effect.
16. Counterparts
This Agreement may be entered into in any number of counterparts and by
the parties to it on separate counterparts, each of which when so
executed and delivered shall be an original, but all the counterparts
shall together constitute one and the same instrument. This Agreement
shall be of no effect unless and until at least one counterpart has
been signed by or on behalf of each party.
17. Whole Agreement and Variation
This Agreement contains the whole agreement between the parties
relating to the subject matter of this Agreement and no variation of
this Agreement shall be effective unless signed by or on behalf of the
parties to this Agreement.
18. Invalidity
If any provision in this Agreement shall be held to be illegal, invalid
or unenforceable, in whole or in part, under any enactment or rule of
law, such provision or part shall to that extent be deemed not to form
part of this Agreement but the legality, validity and enforceability of
the remainder of this Agreement shall not be affected.
19. Authority to Deliver
The signature or sealing of this document by or on behalf of a party
shall constitute an authority to the solicitors, or any agent or
employee of the solicitors acting for that party in connection with
this document, to date and deliver it as a deed on behalf of that
party.
20. Governing Law and Submission to Jurisdiction
20.1 This Agreement shall be governed by and construed in accordance with
English law.
20.2 All the parties irrevocably agree that the courts of England are to
have exclusive jurisdiction to settle any disputes which may arise out
of or in connection with this Agreement.
IN WITNESS whereof this Agreement has been duly executed by or on behalf of the
Subscribers and executed and delivered as a deed by the Company and each of the
Directors, the day and year first before written.
SCHEDULE 1
Part A
The Executive Directors
Name Address
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ) Huntingdon Life Sciences Group plc
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ) ▇▇▇▇▇▇▇ Road
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ) ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Part B
The Non-Executive Directors
Name Address
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ) Huntingdon Life Sciences Group plc
Professor ▇▇▇▇ ▇▇▇▇▇▇▇▇ ) ▇▇▇▇▇▇▇ Road
Ladislas ▇▇▇▇▇ ▇▇▇▇ ) ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
SCHEDULE 2
The Subscribers
Name Address Subscription Aggregate
Shares Subscription
Price
(pound)
▇▇▇▇▇▇ ▇▇▇▇▇ Focused Healthcare 12,000,000 1,500,000
Partnership Limited
c/o New World Trust Corp
Rue de la Pelisserie
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Group, Inc ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 36,000,000 4,500,000
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
Quilcap Corp. ▇▇▇ ▇▇▇▇ ▇▇▇ 27,333,333 3,416,667
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇
Oracle Partners LP ▇▇▇ ▇▇▇▇▇ ▇▇▇ 23,333,333 2,916,667
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ 8,000,000 1,000,000
▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ III ▇.▇. ▇▇▇▇▇▇▇ Pincer 4,666,667 583,333
& ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Keystone Capital 4,666,667 583,333
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ The Old Surgery 2,000,000 250,000
Ingatestone
▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ The Old Surgery 2,000,000 ▇▇▇,▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇
SCHEDULE 3
Documents in the agreed form
Document Marked
Application Form A
Bridging Agreement B
FHP Consultancy Agreement C
FOREX Agreement D
Nat West Letter E
New Facility F
Ciba Geigy Agreement G
Option Agreement H
Placing Agreement I
Powers of Attorney J
Press Announcement K
Prospectus L
Proxy M
Responsibility Statements N
Security Deeds O
Service Agreements P
Unapproved Option
Scheme Rules Q
Verification Notes R
Working Capital Report S
SCHEDULE 4
Clause 10 Documents
1. The Prospectus and all documents referred to Part VI of the Prospectus.
2. The Ciba Geigy Agreement.
3. The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Working Capital Report including transmittal
letter.
4. All Documents named in Schedule 3.
5. The Phase I Environmental Assessment of Pharmaco ▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ dated May 1994 as carried out by Environmental Resources
Management.
6. The Environmental Review dated January 1998 in respect of the
Huntingdon Research Centre at ▇▇▇▇▇▇▇ Road, Alconbury, Huntingdon,
Cambridgeshire as prepared by ▇▇▇▇▇▇▇▇▇ & Company.
7. The Environmental Review of the Stamford Lodge, Wilmslow, Cheshire
dated January 1997 as carried out by ▇▇▇▇▇▇▇▇▇ & Company.
8. The Phase I Environmental Site Assessment Report of Pharmaco LSR at
Mettlers Road, East Millstone, New Jersey, USA dated August 30, 1995 as
prepared for ▇▇▇▇▇▇▇▇▇ & Company.
9. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Working Capital Comfort Letter in connection with the
Working Capital Statement by Huntingdon Life Sciences Group plc.
10. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ letter in relation to significant changes in financial
position.
11. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ letter re statement of indebtedness.
SCHEDULE 5
Warranties
Accuracy and contents of documents
1. All information (other than relating to the Subscribers, their
immediate families and persons, trusts and companies connected
with the Subscribers) contained in the Press Announcement and in
the Prospectus and in the other public filings of the Company
including filings with the United States Securities and Exchange
Commission (together the "Public Filings") is in accordance with
the facts and all statements of fact contained in the Press
Announcement, in the Prospectus and the Public Filings is true
and accurate and not misleading. The Company is current
and timely in its Public Filings.
2. All forecasts, estimates and expressions of opinion, intention or
expectation made by the Company or the Directors and contained in the
Press Announcement and/or in the Prospectus are fair and honestly
given, expressed or held, have been made after due and careful enquiry
and consideration, are fairly based on facts which are within the
knowledge of each relevant Group Company and the Directors and are made
on reasonable grounds.
3. There are no facts or considerations known or which could on reasonable
enquiry have been known to any Group Company or any of the Directors
which are not disclosed in the Press Announcement or in the Prospectus
which by their omission would or might reasonably be considered to:
3.1 materially affect the import of the information contained
therein; or
3.2 make any statement therein (whether of fact or
opinion) false or misleading; or
3.3 invalidate or materially qualify any assumption made
in support of any statement therein (whether of fact or
opinion); or
3.4 be material for disclosure to a reasonable purchaser of
Subscription Shares.
4. The Prospectus contains all such information as, having regard to the
matters referred to in section 146 of the FSA, investors and their
professional advisers would reasonably require, and reasonably expect
to find in the Prospectus, for the purpose of making an informed
assessment of the assets and liabilities, financial position, profits
and losses and prospects of the Group and of the rights attaching to
the Placing Shares and the Subscription Shares.
5. The Prospectus contains all particulars and information required by,
and the issue of the Subscription Shares and the issue and
publication of the Prospectus complies in all respects with, the
Act, the FSA, the Listing Rules, the rules and regulations of
the London Stock Exchange, the New York Stock Exchange, the United
States Securities and Exchange Commission, the Code all other
relevant laws and regulations in the United Kingdom and elsewhere
and all agreements to which any member of the Group is a party or
by which any member of the Group is bound and, without
limiting the generality of the foregoing, there are no matters
other than those disclosed in the Prospectus or otherwise disclosed
in writing to the London Stock Exchange and the Subscribers which
the Executive Directors are aware should be taken into account by
the London Stock Exchange in considering the application for Admission.
6. All statements made or approved by the Company in connection with any
application to the London Stock Exchange for certain information to be
omitted from the Prospectus are true and accurate and are not
misleading and there are no facts which have not been disclosed to the
London Stock Exchange in connection therewith which by their omission
make any such statements misleading or are material for disclosure in
connection therewith.
7. All statements of fact contained in any document or announcement
issued or made by or on behalf of the Company to its shareholders,
or the press since 31 December 1997 were when made, and save to
the extent corrected in the Prospectus, remain true and
accurate and not misleading and all forecasts and estimates and
all statements of opinion, intention and expectation contained
therein were made on reasonable grounds after due and proper
consideration and, having regard to all information then
available to the Company and the Directors, all such forecasts
and estimates have either been met or continue to be based on fair
and reasonable assumptions after due and proper consideration of all
information now known to them and the Company and the Directors
continue to hold the opinions, intentions and expectations therein
expressed after due and proper consideration of all information now
known to them.
8. Verification
The replies to the Verification Notes have been approved by persons
having appropriate knowledge or responsibility to enable them properly
to provide such replies and all such replies have been given in good
faith and are true and accurate and not misleading and the opinions
attributed to the Directors therein are honestly held and are fairly
based on facts within the knowledge of the Directors.
9. Accounts
9.1 The Accounts:
9.1.1 have been prepared in accordance with the Act and (except to
the extent (if any) disclosed therein) generally accepted
accounting principles, practices and standards consistently
applied;
9.1.2 on a consolidated basis give a true and fair view of the
state of affairs of the Group as at the end of, and of their
profits (or losses) and cash flow for the year ended 31
December 1997;
9.1.3 fairly set out the assets, liabilities and reserves of the
Group and either make proper provision for, or where
appropriate in accordance with generally accepted
accounting standards, include a note in respect of all
liabilities or commitments, whether, actual, deferred or
contingent of the
Group as at the relevant dates and in particular, make
adequate provision for, or where appropriate include
proper disclosure, in either case, in accordance with
generally accepted accounting standards, of all
liabilities, whether actual, deferred, contingent or
disputed, of the Group as at relevant dates;
9.2 the Interim Results have been properly compiled on the accounting bases
and assumptions consistent with or not materially different from those
adopted in the preparation of the Accounts and of corresponding interim
results of the Company and its subsidiary undertakings published for
the six-month period ended 30 June 1997. All statements of fact
contained in the Chairman's statement in respect of and accompanying
the Interim Results concerning the financial and trading position and
prospects of the Group were true and accurate and not misleading and
all expressions of opinion, intention or expectation contained in the
Interim Results concerning the financial and trading position and
prospects of the Group were honestly given, expressed or held and have
been the subject of due care and attention and were fairly based on
facts within the knowledge of the Company and the Directors and were
made on reasonable grounds, after due and proper consideration.
10. Post Balance Sheet Events
Since 31 December 1997:
10.1 each Group has carried on its business in the ordinary and usual course;
10.2 there has been no material depletion in the net assets of any Group
Company and there has been no material adverse change in the financial
or trading position or prospects of any Group Company;
10.3 no Group Company has acquired or disposed of or agreed to acquire or to
dispose of any business, company or asset which is material for
disclosure;
10.4 other than those sums received from the joint administrator of ▇▇▇▇▇▇▇
▇▇▇▇▇▇ Group plc and except as disclosed in the Prospectus, no
dividends or other distributions have been declared, made or paid by
any Group Company; and
10.5 no Group Company has incurred any material liability for taxation of
whatsoever nature otherwise than in the ordinary course of business.
11. Working Capital
All information requested from the Company and the Directors by the
Accountants for the purposes of the Working Capital Report was, when
provided, true and accurate and no information has been withheld the
absence of which would make misleading any of the information provided.
The Working Capital Report which has been reported on by the
Accountants has been prepared with all due care and attention by the
Company and the Directors in accordance with the accounting policies
normally adopted by the Group and on the basis of the assumptions set
out in the Working Capital Report and such assumptions are fair and
reasonable and are based on beliefs reasonably and honestly held and
there are no facts known or which could on reasonable enquiry have been
known to any Group Company or the Directors which have not been taken
into account in the preparation of the Working Capital Report and which
could reasonably be expected to have an effect on the Working Capital
Report.
12. Acceleration of indebtedness
No circumstances have arisen, or to the best of the knowledge,
information and belief of the Executive Directors and any Group
Company, may arise such that any person is, or will, or would with the
giving of notice and/or lapse of time and/or the satisfaction of any
other condition and/or compliance with any other formality become
entitled to require payment before its stated maturity of, or security
for, any indebtedness in the nature of borrowing or any guarantee
thereof or any mortgage, security grant or interest of any Group
Company which has not been satisfied in full and no person to whom any
indebtedness in the nature of borrowing of any Group Company which is
payable on demand is owed has demanded or to the best of the knowledge
information and belief of the Directors and any Group Company presently
proposes to demand payment of, or security for, the same, and there is
no reason to suppose that any overdraft facility of and Group Company
will be, or is likely to be, withdrawn.
13. Property
13.1 The Properties are all the properties owned by any Group Company or
occupied by any Group Company for the purpose of its business or in
respect of which the Company has any actual or potential liability
including (without limitation) any potential liability as a tenant or
former tenant of, or guarantor in respect of, any leasehold property,
which is material in the context of the Placing, or the Subscription or
the Group.
13.2 The Company and each Group Company has good and marketable title to all
of the Properties and marketable title to all personal property owned
by each of them, in each case free and clear of any security interests,
liens, encumbrances, equities, claims and other defects that, singly or
in the aggregate, could be material; and any of the Properties held
under lease by the Company or any Group Company are held under valid,
subsisting and enforceable leases, without exceptions that and which
have not been breached in any respect which could be material.
14. Insurances
The Group is insured to adequate levels against all risks commonly
insured against by persons carrying on the same or similar businesses
as those carried on by the Group and against all risks against which
the Group might reasonably be expected to insure in the particular
circumstances of the businesses carried on by each member thereof, all
material insurances are in full force and effect and are not void or
voidable, other than the pending claim in approximately the sum of
(pound)500,000 in respect of physical flood damage on or about April
1998 at the Huntingdon site and the proposed claim for business
interruption in respect of such damage there is no material insurance
claim pending, threatened or outstanding against any member of the
Group and all premiums due in respect of material insurances have been
duly paid.
15. Environmental Matters
Each Group Company has so far as each Group Company is aware at all
times complied with all laws, regulations and orders concerning health
and safety matters, the protection of the environment and the emission,
discharge, leakage, disposal, transportation, spill, release or
threatened release (collectively "Release") of materials in or into the
environment (collectively "Environmental Matters"). Each Group Company
is in possession of all relevant consents, or other authorisations
(together the "Consents") with respect to all Environmental Matters and
has, so far as the Directors and each Group Company is aware, complied
with the conditions therein, and there are, so far as the Directors and
each Group Company is aware, no facts or circumstances entitling a
regulatory agency or other authority to revoke, vary or not renew any
of the Consents; no Group Company is, so far as the Directors and each
Group Company is aware, required to make any material investment under
the terms of any of the Consents or the terms of any relevant
legislation or regulation in order to renew any of the Consents or
maintain the same in full force and effect.
16. For the purposes of this paragraph "Dangerous Substances" means
any natural or artificial substance (whether in the form of a
solid, liquid, gas or vapour) the generation, transportation,
storage, treatment, use or disposal of which (whether
alone or in combination with any other substance) gives rise to a
substantial risk or causing harm to man or to any other living
organism or of causing material damage to the environment or public
health or welfare and "waste" means any waste which is
covered by Part II of the Environmental Protection ▇▇▇ ▇▇▇▇
or any pollutant, contaminant, chemical, or industrial hazardous
or toxic material or waste for which liability or standards of conduct
are imposed under applicable laws, regulations or
orders concerning Environmental Matters.
16.1 So far as each Group Company and the Directors are aware, there has
been no material Release of any Dangerous Substances or waste into the
ground at the Properties, any adjacent or nearby property or into the
atmosphere or into any controlled waters;
16.2 So far as each Group Company and the Directors are aware, there has not
been by any Group Company, or in or on any of the Properties any
illegal generation, use, treatment, recycling, keeping, storage,
discharge, transportation or disposal or other Release of any waste or
Dangerous Substances.
16.3 So far as each Group Company and the Directors are aware, none of the
Group Companies is subject to any judicial, administrative or other
proceeding, order, judgment, decree or settlement alleging or
addressing a violation of or liability under any law, regulation or
order concerning Environmental Matters; and
16.4 None of the Group Companies has received any notice or claim to the
effect that it is or may be liable to any governmental entity or
any other person as a result of the Release or threatened Release
of any Dangerous Substances or waste. None of the Group
Companies has sent or arranged for the disposal of any Dangerous
Substance or waste to any disposal site that (a) is undergoing, or
to the knowledge of the Directors or any Group Company could
reasonably be expected to undergo, remedial action or (b) is
listed or proposed for listing on the National Priorities List
pursuant to laws of the United States of America.
17. Pensions
Save to the extent disclosed in the Accounts, all amounts payable by
any Group Company to the pension schemes disclosed in the Accounts have
been paid in full and all sums for which any Group Company accounts to
such scheme on behalf of its employees have been paid to such scheme
and the scheme remains in operation and effect in accordance with its
terms.
18. Save as disclosed or provided for in the Accounts, no Group Company is
paying or is under any liability (actual or contingent) to pay or
secure (other than by payment of employers' contributions under
national insurance or social security legislation), any pension or
other benefit on retirement, death or disability or the attainment of a
specified age or on the completion of a specified number of years of
service.
19. Corporate Capacity
Each Group Company has been duly incorporated, has full corporate power
and authority to carry on its activities in the ordinary course of its
business, has obtained all licences, permissions, authorisations and
consents required for the carrying on of its business and such
licences, permissions, authorisations and consents are in full force
and effect in all material respects and there are no circumstances
known to the Company or any of the Executive Directors which indicate
that any of such licences, permissions, authorisations or consents may
be revoked or not renewed, in whole or in part, in the ordinary course
of events.
20. Validity of Agreements
No Group Company nor any Executive Director has any knowledge of the
invalidity of or grounds for rescission, avoidance or repudiation of
any agreement or other transaction to which a Group Company is a party
and which is material to the business or the financial or trading
position or prospects of the Group and no Group Company has received
notice of any intention to terminate or not to renew any such agreement
or repudiate or disclaim any such transaction; for this purpose "any
agreement which is material to the business or the financial position
or prospects of the Company" includes, without limitation, agreements
with suppliers and with clients.
21. Licences and Authorisations
Each Group Company has carried on and is carrying on its business and
operations in accordance with all applicable laws, regulations and
bylaws and all statutory, municipal, governmental, quasi governmental
and regulatory and landlords' and other licences, consents, permits and
authorities necessary or desirable for the carrying on of the
businesses and operations of each Group Company, as previously carried
on and as now carried on, have been obtained and are (or were at the
relevant time) valid and subsisting and all conditions applicable to
any such licence, consent, permit or authority have been and are
complied with.
22. Without prejudice to the generality of paragraph 21:-
22.1 all establishments within the meaning of Section 6 of the
Animals (Scientific Procedures) ▇▇▇ ▇▇▇▇ or that are subject
to or regulated by the Animal Welfare Regulations of the
United States Department of Agriculture ("USDA") that are
owned or operated by any Group Company or on its behalf are
the subject of a valid current Certificate of Designation or
similarly applicable certificate or licence under USDA ("US
Certificate") in the name of a suitably qualified employee
or director;
22.2 all Certificates of Designation as referred to in 22.1
above, correctly identify each premises, building or room in
which scientific procedures within the meaning of the
Animals (Scientific Procedures) ▇▇▇ ▇▇▇▇ or USDA Animal
Welfare Regulations are performed ;
22.3 all regulated procedures within the meaning of the Animals
(Scientific Procedures) ▇▇▇ ▇▇▇▇ performed by or on behalf
of any Group Company are performed in compliance with the
provisions of the Animals (Scientific Procedures) ▇▇▇ ▇▇▇▇
or so far as relevant USDA Animal Welfare Regulations, the
terms of any applicable Certificate of Designation or US
Certificate, project licence, personal licence or other
authorisation required by law and all relevant Group
Companies are in possession of all such project licenses
required for the purposes of the business of such company;
22.4 all animals which are subject to regulated procedures as
referred to in 22.3 above and which are animals specified in
Schedule 2 of the Animals (Scientific Procedures) ▇▇▇ ▇▇▇▇
or USDA Animal Welfare Regulations are bred by or purchased
by a Group Company carrying out such procedures or on whose
behalf such procedures are carried out for the purposes of
such procedures and if bred are so bred at establishments
which are the subject of a valid current Certificate of
Designation as required by the Animals (Scientific
Procedures) ▇▇▇ ▇▇▇▇;
22.5 all 16 conditions imposed on the Group by the UK Home Office
on 24th July 1997 were complied with fully by 30th November
1997 and so far as the Directors and each Group Company is
aware all Group Companies to which they apply have complied
with such conditions continuously and continue to do so at
the date hereof;
22.6 So far as the Directors and each Group Company is aware, all
Group Companies subject to inspection under the Good
Laboratory Practice Regulations 1997 (1997 SI 654) and all
"premises" operated by them to which such Regulations apply
comply in all relevant aspects with the principles of good
laboratory practice as set out in Schedule 1 to such
Regulations ;
22.7 the settlement dated 30 March 1998 between Huntingdon Life
Sciences Inc and USDA is in full force and effect,
Huntingdon Life Sciences Inc is in full compliance therewith
and there are so far as the Directors and each Group Company
is aware no USDA investigations pending or threatened.
23. Defaults
23.1 No event has occurred or is subsisting or to the best of the knowledge,
information and belief of the Executive Directors is about to occur,
which constitutes or results in, or would with the giving of notice
and/or lapse of time and/or the satisfaction of any other condition
and/or compliance with any other formality constitute or result in, a
default or the acceleration or breach of any obligation under any
agreement, instrument or arrangement to which any Group Company is a
party or by which it or any of its properties, revenues or assets are
bound or in the infringement by any Group Company of any intellectual
property rights held by third parties and which would, in any such
case, have a material adverse effect on the business, assets or
prospects of the Group.
23.2 No Default or Default Occurrence (as defined in the New Facility) has
occurred and neither the Company nor the Directors are aware that any
Default or Default Occurrence will or may reasonably be expected to
occur after the date hereof, as a result of or in connection with the
Proposals or otherwise.
24. Material Contracts
No Group Company is a party to, any contract or arrangement which is
material in the context of the Group, and which:-
24.1 was entered into otherwise than by way of a bargain at
arm's length; or
24.2 is of a loss making nature (that is, likely to result in a
loss to the relevant Group Company on completion of
performance).
25. Insolvency
No Group Company has taken any action nor have any other steps been
taken or legal proceedings started or so far as each Group Company or
the Executive Directors are aware threatened against a Group Company
for its administration, winding-up or provisional winding-up or
dissolution or for it to enter into any arrangement or composition for
the benefit of creditors, or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer of
any of its properties, revenues, undertakings or assets nor have any
orders been made for any of the foregoing and no events or
circumstances similar or analogous to any of those referred to in this
paragraph 25 have occurred, subsist or so far as each Group Company or
the Executive Directors are aware are contemplated in any jurisdiction.
26. Litigation/Judgements
No Group Company nor any Director nor any person for whom a Group
Company is or is likely to be liable (vicariously or otherwise) is
engaged or involved in or has during the twelve months prior to the
date hereof been involved in any legal, arbitration or other
proceedings which, individually or collectively, is or are of material
importance to the Group or which could adversely affect the Placing or
the Subscription, no such proceedings are threatened or pending nor, to
the best of the knowledge, information and belief of the Directors and
each Group Company are there circumstances which are likely to give
rise to any such proceedings; for this purpose "other proceedings"
includes any civil or criminal proceedings and any action by any
governmental, public or regulatory authority which did or could result
in public censure or the imposition of any fines, payments or other
liability.
27. There is no outstanding judgement, decree, arbitral award or decision
of any court, tribunal, arbitrator or governmental agency against any
Group Company or against any person for whom any Group Company is
vicariously liable which individually or collectively is or are of
material significance to the Group.
28. Share Capital and Directors
Save as disclosed in the Prospectus, there are in force no options or
other agreements to which any Group Company is party which call for the
issue of, or accord to any person the right to call for the issue of,
any shares or other securities of any Group Company.
29. Following Admission, none of the shareholders of the Company will have
any rights, in their capacity as such, in relation to the Company other
than as set out in the Articles of Association of the Company.
30. The Directors are all the directors of the Company and there is no
other person who is or could be deemed to be a shadow director of the
Company within the meaning of the Act.
31. The Subscription Shares will, upon allotment be free from all claims,
charges, liens, encumbrances and equities whatsoever and will rank pari
passu in all respect with the existing Ordinary Shares including the
right to receive all dividends and other distributions declared made or
paid after the date of Admission.
32. Subject to Admission, and all necessary resolutions of the
Company and of the Directors becoming unconditional in accordance
with their terms, the Company and the Directors have, or will have
power and authority to allot and issue the Subscription Shares and
the Placing Shares and to effect the Subscription and the Placing
in the manner proposed and to enter into and perform this Agreement,
the Placing Agreement and the other agreements and documents
referred to herein to be executed by any of them and all
arrangements relating to the Proposals, without any further
authorisation, sanction or consent by members of the Company or
any class of them or any other person and, subject as aforesaid,
there is no authorisation, approval, consent or licence required
by the Company for the issue of the Subscription Shares
and the Placing Shares, the entry into and performance of this
Agreement, the Placing Agreement and the other agreements and
documents referred to herein to be executed by any of them or to
effect the Proposals which has not been unconditionally and
irrevocably obtained and remains and will at all times remain in full
force and effect.
33. Subject to Admission, the issue of the Subscription Shares and of the
Placing Shares and Admission will not exceed or infringe any
restrictions or the terms of any contract, obligation or commitment by
or binding upon any Group Company or result in the imposition or
variation of any rights or obligations of any Group Company.
34. The facts set out in the Recitals to this Agreement are true and accurate.
35. Intellectual Property
Each Group Company has taken all steps reasonably necessary to protect
all intellectual property rights which are held by or which are used by
each Group Company and which are material to its business; all such
rights which are capable of registration have been registered and all
fees payable in respect of such registration have been paid; each Group
Company has the unencumbered sole legal and beneficial title to all
intellectual property rights which are used in or which are necessary
for carrying on the business of that company, or has a licence to such
rights for their duration, which licence is in full force and effect,
is not subject to a notice of termination, and so far as each Group
Company or the Executive Directors are aware there are no grounds for
terminating such licence; the carrying on of the business of each Group
Company does not,so far as each Group Company or the Directors are
aware, infringe and has not infringed any intellectual property rights
of any third party and so far as each Group Company or the Executive
Directors are aware no third party has the right to bring an action for
passing off or for breach of confidence against any Group Company. For
the purpose of this paragraph "intellectual property rights" means all
inventions (whether patentable or not), patents, utility models,
designs (both registered and unregistered and including rights in semi
conductor topographics), copyright, database right, trade and service
marks (both registered and unregistered) together with all rights to
the grant of and applications for the same, corresponding applications,
re-issues, extensions, divisions and continuations thereof and all
similar or analogous rights throughout the world.
36. Conflicts
The Prospectus contains all information required by the Listing Rules
concerning conflicts of interest between any Group Company and any
Director or any company of which any Director is a director or in which
he has a material interest.
37. Taxation
Each Group Company has, within any applicable time limit, duly made and
filed all returns, reports and forms, given all notices and supplied
all other information required to be made, given or supplied to any
Taxation Authority for periods up to and including 31 December 1997,
and all such returns, notices and information are correct in all
material respects and were made on a proper basis and no Group Company
is involved in any dispute with, or subject to any investigation by,
any Taxation Authority which would be material for disclosure in the
Prospectus and, so far as the Directors are aware, there are no facts
or circumstances which are likely to give rise to any such dispute or
investigation. Each Group Company has paid all Taxes shown as due and
payable on such Tax returns, reports, and forms.
38. All payments made by any Group Company to any person which ought to
have been made under deduction of tax have been so made and the Company
has, where appropriate, duly accounted to the relevant Tax Authority
for such Tax.
39. The Company is, to the extent required, registered for the purposes of
VAT and has complied with the terms of VAT legislation in all material
respects.
40. Since 31 December 1997, no Group Company has incurred any liability in
respect of any Taxation which is material in the context of the Group,
the Subscription or the Placing, other than liabilities arising in the
ordinary course of business of the Company since that date.
41. Each Group Company has properly operated the PAYE system by duly
deducting Tax and National Insurance from all payments from which such
deductions are required to be made and accounting to the Inland Revenue
for all Tax deducted by it and for all Tax chargeable on benefits
provided for employees of the Group or any other person.
42. The Company has not repaid or agreed to repay any share capital since 6
April 1965 or otherwise reduced or agreed to reduce its share capital
of any class or issued any share capital as paid up otherwise than by
the receipt of new consideration.
43. No Group Company has received any written notice of deficiency or
assessment from any Taxing Authority with respect to material
liabilities for Taxes which have not been fully paid or settled, and
there are no suits, claims, or proceedings pending or threatened
against any Group Company.
44. No Group Company is under any contractual obligation to pay any Taxes
of any other person or to indemnify any other person for Taxes.
45. Each Group Company has established adequate reserves that are reflected
on the Accounts for the payment of Taxes occurring through the date
hereof but not yet due.
46. The transfer pricing practices of the Group Companies have not been the
subject to any review or audit by any Taxing Authority and there are no
proceedings pending or threatened against any Group Company with
respect to such transfer pricing practices.
47. Indemnity Claims
To the best of the knowledge, information and belief of the Executive
Directors, there is no matter which might give rise to a claim under
the indemnities contained in Clause 11.
48. Information
All information in the documentation referred to in Schedule 4 is true,
accurate and complete in all material respects and all forecasts and
estimates therein have been made after due and proper consideration,
and represent reasonable expectations honestly held based on facts
known or which on reasonable enquiry should have been known to the
Directors in their capacity as Directors of the Company.
SCHEDULE 6
Certificate from the Directors and the Company to the Subscribers
[Letterhead of the Company]
To: [ ] 1998
Dear Sirs/Madam
Proposed Subscription (the "Subscription")
We refer to the Subscription and the Subscription Agreement dated [ ] 1998 in
which a draft of this letter appears as Schedule 6 (the "Subscription
Agreement"). Words and expressions defined in the Subscription Agreement have
the same meanings herein.
We confirm that (subject only to the giving of this letter):-
(i) we have complied with our obligations under of the Subscription
Agreement which fall to be performed to date; and
(ii) the London Stock Exchange has agreed to admit the Subscription Shares
and the Placing Shares to the Official List subject only to Admission.
The Company alone confirms that none of the Warranties was breached or was
untrue, inaccurate or misleading when made and none of such warranties or
undertakings would be breached or be untrue, inaccurate or misleading were it to
be repeated by reference to the facts and circumstances subsisting at the date
hereof.
Yours faithfully
.................................
Director
for and on behalf of
Huntingdon Life Sciences Group PLC ...................................
Director
...................................
Director
...................................
Director
SIGNED AS A DEED by )
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ )
and ▇▇▇▇▇ HIDE )
for and on behalf of ) ▇.▇. ▇▇▇▇▇▇
HUNTINGDON LIFE SCIENCES GROUP PLC ) .............................
Director
S Hide
.............................
Director/Secretary
SIGNED AND DELIVERED AS A DEED )
by ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ) ▇.▇. ▇▇▇▇▇▇
in the presence of:- ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇ )
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
London
SIGNED AND DELIVERED AS A DEED )
by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ) M Sandford
in the presence of:- ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇ )
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
London
SIGNED AND DELIVERED AS A DEED )
by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ) C Macdonald
in the presence of:- ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇ )
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
London
SIGNED AND DELIVERED AS A DEED )
by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ) M Sandford
in the presence of:- ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇ )
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
London
SIGNED AND DELIVERED AS A DEED )
by ▇▇▇▇ ▇▇▇▇▇▇▇▇ ) J ▇▇▇▇▇▇▇▇
in the presence of:- ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇ )
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
London
SIGNED AND DELIVERED AS A DEED )
by LADISLAS ▇▇▇▇▇ ▇▇▇▇ ) ▇.▇. ▇▇▇▇▇▇
in the presence of:- ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇ )
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
London
SIGNED by ▇▇▇▇▇▇ ▇▇▇▇▇ ) A ▇▇▇▇▇
in the presence of:- ▇▇▇▇ ▇▇▇▇▇▇▇ )
Solicitor, EC4
SIGNED by )
for and on behalf of ) A ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ GROUP, INC. )
in the presence of:- ▇▇▇▇ ▇▇▇▇▇▇▇ )
Solicitor, EC4
SIGNED by )
for and on behalf of ) P ▇▇▇▇▇▇▇
QUILCAP CORP. )
in the presence of:- )
SIGNED by )
for and on behalf of ) L ▇▇▇▇▇▇▇▇
ORACLE PARTNERS L.P. )
in the presence of:- )
SIGNED by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ) by his attorney
in the presence of:- ▇▇▇▇ ▇▇▇▇▇▇▇ ) A ▇▇▇▇▇
Solicitor, EC4
SIGNED by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ III ) by his attorney
in the presence of:- ▇▇▇▇ ▇▇▇▇▇▇▇) A ▇▇▇▇▇
Solicitor, EC4
SIGNED by ▇▇▇▇▇ ▇▇▇▇▇▇ ) by his attorney
in the presence of:- ▇▇▇▇ ▇▇▇▇▇▇▇) A ▇▇▇▇▇
Solicitor, EC4
SIGNED by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ ) A ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
in the presence of:- ▇▇▇▇ ▇▇▇▇▇▇▇)
Solicitor, EC4
SIGNED by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ) G Grender
in the presence of:- ▇▇▇▇▇▇ Rutherston )
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
[Nat West Letter]
To Subscriber
_________ 1998
Dear Sirs,
Facilities Agreement
dated ________________ between [ ],
and [ ] and National Westminster Bank Plc
("the Facilities Agreement")
We confirm that conditional only on the satisfaction of condition precedent [ii]
in Schedule 6 to the Facilities Agreement, the sum of (pound)24,500,000 will be
advanced today as the first Revolving Advance under the Facilities Agreement and
without need for [ ] plc to serve a drawdown notice pursuant to the Facilities
Agreement in relation to such advance to [ ] Plc pursuant to the Facilities
Agreement.
We acknowledge that this letter is required as one of the conditions of
completion of arrangements under which you are today to subscribe for [ ] shares
in [ ] Plc and that you will be completing such arrangement in reliance, inter
alia, on this letter.
Yours faithfully,
----------------------------
For and on behalf of
National Westminster Bank Plc