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EXHIBIT 2.3
SHARE PURCHASE AGREEMENT
This Agreement ("Agreement") is entered into this date by and among Time
Eclipse Limited, a company organized and existing under the laws of England
("Purchaser") (proposed to be renamed ▇▇▇▇▇▇▇ UK Holding Limited after
Completion), SI Holding Corporation, a corporation organized and existing under
the laws of Delaware, USA ("Guarantor") and all the holders of all the shares of
W. Notting Limited, a company organized and existing under the laws of England
("Company"), as set forth in SCHEDULE 2.2 hereto, made a part hereof
("Sellers").
WHEREAS, the Company presently has an authorized share capital comprising
Three Hundred Thousand (300,000) ordinary One Pound ((pound)1) shares (the
"Ordinary Shares");
WHEREAS, the Company presently has issued and outstanding Two Hundred Six
Thousand One Hundred Fifty-Two (206,152) Ordinary Shares, referred to herein as
the "Shares, all of which are duly issued to, fully paid and owned by Sellers,
and
WHEREAS, said Shares are the only issued and outstanding shares of the
Company; and
WHEREAS, Purchaser desires to purchase from Sellers and Sellers desire to
sell to Purchaser all of the Shares on the terms and subject to the conditions
set forth herein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1.0. SALE AND PURCHASE OF SHARES. Subject to the terms and
conditions set forth herein, at the Completion (as defined below) Sellers will
sell all of the Shares to Purchaser, with full title guarantee, and Purchaser
will purchase from Sellers all of the Shares, constituting one hundred percent
(100 %) of all of the issued and outstanding shares of the Company as of the
Completion.
1.1 PURCHASE PRICE. Purchaser will pay to Sellers the sum of Four
Million Two Hundred Fifty Thousand Pounds Sterling ((pound)4,250,000) for the
Shares ("Purchase Price"), as set forth in SECTION 1.3 hereafter.
1.2 ADJUSTMENTS TO PURCHASE PRICE. Within sixty (60) days after
Completion, the parties will reasonably agree on consolidated Completion
Financial Statements, representing fairly the financial condition of the Company
and the Subsidiaries as at the Completion Date. The Purchase Price will be
reduced, Pound Sterling-for-Pound Sterling, to the extent that (i) Net Current
Assets as represented in the Completion Financial Statements is less than
(pound)1,750,000 and/or (ii) the Completion Financial Statements show long-term
debt, and/or any short-term debt other than working capital debt in excess of
(pound)1,000,000. The Completion Financial Statements shall be prepared by ▇▇▇▇
▇▇▇▇▇▇, in cooperation with Sellers, under accounting principles and practices
identical to those employed in the March 31, 1998 Financial Statements (the
"Completion Financial Statements") to be attached hereto as EXHIBIT 1.2.
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1.3 PAYMENT OF PURCHASE PRICE. The Purchase Price will be paid at
Completion, allocable as follows:
(i) the sum of(pound)3,250,000, in the form of cash in partial
consideration of the Shares; and
(ii) the sum of (pound)1,000,000, in the form of a Term Promissory
Note, as set forth in EXHIBIT 1.3(iii) hereto, made a part hereof (the
"Note") as remaining consideration for the Shares. Amounts payable under
the Note will be subject to Purchaser's rights as set forth in SCHEDULE
2.24 hereto, to Purchaser's rights under SECTION 5.2 hereafter, and to
Purchaser's right of set off in the event of any adjustments to the
Purchase Price under SECTION 1.2, above.
SECTION 2.0. WARRANTIES OF SELLERS. As a material inducement to Purchaser
to enter into this Agreement and to purchase the Shares, Sellers warrant that,
as at Completion:
2.1 ORGANIZATION AND CORPORATE POWER. The Company is a company duly
incorporated and validly existing under the laws of England, and the Company is
qualified to do business in every jurisdiction in which its ownership of
property or current conduct of business requires it to qualify. The Company has
all requisite corporate power and authority and all material licenses, permits,
and authorizations necessary to own (or use under lease or license, as the case
may be) and operate its properties and to carry on its business as now
conducted. The Company's Memorandum and Articles of Association, reflecting all
amendments made thereto at any time prior to the date of this Agreement, as set
forth in EXHIBIT 2.1, made a part hereof, are correct, current and complete.
2.2 SHARES AND RELATED MATTERS. The authorized share capital, and
issued share capital, of the Company are as set forth in SCHEDULE 2.2 hereto.
Each Seller warrants in relation to his/her own shareholding that his/her Shares
are owned by him /her, that they will be sold by him /her with full title
guarantee, free and clear of all security interests, liens, encumbrances, or
other restrictions or claims, and that no other shares of the Company are issued
to him /her. The Company does not have outstanding and has not agreed, orally or
in writing, to issue any shares or securities convertible or exchangeable for
any shares, nor does it have outstanding nor has it agreed, orally or in
writing, to issue any options or rights to purchase or otherwise acquire its
shares. The Company is not subject to any obligation (contingent or otherwise)
to repurchase or otherwise acquire or retire any of its shares. The Company has
not violated any applicable securities laws or regulations in connection with
the offer or sale of its securities. All of the outstanding shares of the
Company are validly issued and fully paid. Neither Sellers nor the Company have
violated or will violate any applicable securities laws of England and Wales in
connection with the offer or sale of the Shares to Purchaser hereunder.
2.3 SUBSIDIARIES. Except as set forth in SCHEDULE 2.3, the Company
does not own or hold any rights to acquire any shares or any other security or
interest in any other company (the "Subsidiaries").
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2.3.1 ORGANIZATION AND CORPORATE POWER OF SUBSIDIARIES. Each
Subsidiary is a company duly incorporated and validly existing under the laws of
the jurisdiction under which is incorporated and is qualified to do business in
every jurisdiction in which its current ownership of property or current conduct
of business requires it to qualify. Each Subsidiary has all requisite corporate
power and authority and all material licenses, permits, and authorizations
necessary to own (or use under lease or license, as the case may be) and operate
its properties and to carry on its business as now conducted. The constitutional
documents of each Subsidiary, reflecting all amendments made thereto at any time
prior to the date of this Agreement, as set forth in EXHIBITS 2.3.1 (A-F), made
a part hereof, are correct and complete.
2.3.2 SHARES AND RELATED MATTERS OF SUBSIDIARIES. Each Subsidiary
does not have outstanding and has not agreed, orally or in writing, to issue any
shares or securities convertible or exchangeable for any of its shares, nor does
it have outstanding nor has it agreed, orally or in writing, to issue any
options or rights to purchase or otherwise acquire its shares. Each Subsidiary
is not subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any of its shares. Each Subsidiary has not violated
any applicable securities laws or regulations in connection with the offer or
sale of its securities. All of the outstanding shares of each Subsidiary are
validly issued and fully paid. The Company has full title to its shares of each
Subsidiary, free and clear of all security interests, liens, encumbrances, or
other restrictions or claims.
2.3.3 FINANCIAL STATEMENTS OF SUBSIDIARIES. Attached hereto as
EXHIBITS 2.3.3(A-F), made a part hereof, are the most recent financial
statements of each Subsidiary (the "Subsidiary Financial Statements"). The
Subsidiary Financial Statements fairly present the financial position of the
Subsidiaries as at the dates set forth therein, and have been prepared in
accordance with generally accepted accounting principles, consistently applied,
and in a manner consistent with the Financial Statements of the Company, except
for differences resulting from normally occurring adjustments required in their
respective jurisdictions, or as noted in the notes thereto, or in the Disclosure
Letter, this Share Purchase Agreement or in any SCHEDULE or EXHIBIT hereto.
Except as set forth in EXHIBIT 2.3.3(X), there are no adjustments that would be
required on independent audit review (under generally accepted principles of
accounting practiced in the jurisdiction applicable to each Subsidiary) of each
of the Subsidiary Financial Statements that would, individually or in the
aggregate, have a material negative effect upon the reported financial condition
of any Subsidiary.
2.3.4 WARRANTIES APPLICABLE TO SUBSIDIARIES. For purposes of
SECTIONS 2.4 through 2.24, hereinafter, the term "Company" shall include
"Subsidiaries." Provided however, that all references hereinafter to the
Financial Statements of the Company do not apply to any Subsidiary.
2.4 CONDUCT OF BUSINESS; LIABILITIES. Except as set forth in SCHEDULE
2.4, the Company is not in default under, and no condition exists that with
notice or lapse of time would constitute a material default of the Company under
(i) any mortgage, loan agreement, evidence of indebtedness, or other instrument
evidencing borrowed money to which the Company is a party or by which the
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Company or the properties of the Company are bound or (ii) any judgment, order,
or injunction of any court, arbitrator, or governmental agency that would
reasonably be expected to affect materially and adversely the business,
financial condition, or results of operations of the Company taken as a whole.
2.5 FINANCIAL STATEMENTS.
2.5.1 The consolidated 1996/1997 balance sheet, income statement
and cash flow statement of the Company as of September 30, 1997, as audited and
annotated (only as to the Company and the UK Subsidiary) by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ of
Windsor, Berkshire, England, in the form attached to this Agreement as EXHIBIT
2.5.1 (collectively, the "1996/1997 Financial Statements"), give a true and fair
(and to Seller's knowledge, materially accurate) view of the financial position
of the Company as at September 30, 1997, and have been prepared in accordance
with generally accepted accounting principles, consistently applied, and in a
manner consistent with the financial statements of the Company for the three (3)
prior years.
2.5.2 The consolidated, unaudited and unreviewed balance sheet
and income statement of the Company as at March 31, 1998, and for the month then
ended, in the form attached hereto as EXHIBIT 2.5.2 ("March 31, 1998 Financial
Statements"), give a fair (and to Seller's knowledge, materially accurate) view
of the financial position of the Company as at March 31, 1998 and the results of
operations for the one month then ended and have been prepared in accordance
with generally accepted accounting principles consistently applied and in a
manner substantially consistent with the 1996/1997 Financial Statements, except
for differences resulting from normally occurring adjustments, including, but
not limited to, income tax and tax accrual adjustments, or as noted in the March
31, 1998 Financial Statements or the notes thereto. Except as contemplated by or
permitted under this Agreement, there are no adjustments that would be required
on an independent audit review of the March 31, 1998 Financial Statements that
would, individually or in the aggregate, have a material negative effect upon
the Company's and the Subsidiaries' reported financial condition.
2.6 NO UNDISCLOSED LIABILITIES. Except for (i) trade liabilities and
trade obligations incurred in the ordinary course of business since March 31,
1998 ("Statement Date"), and (ii) liabilities or obligations described in
SCHEDULE 2.6, so far as Sellers are aware, neither the Company nor any of the
property of the Company is subject to any material liability or obligation that
was required, under generally accepted accounting practices applicable to the
1996-1997 Financial Statements, to be included or adequately reserved against in
the March 31, 1998 Financial Statements or described in the notes thereto and
was not so included, reserved against, or described. Each Seller warrants that
he/she has no knowledge of any basis for any material liability of Company,
contingent or otherwise, as at March 31, 1998, not reflected in the March 31,
1998 Financial Statements or described in the notes thereto.
2.7 ABSENCE OF CERTAIN CHANGES. Except as contemplated or permitted
by this Agreement or as described in SCHEDULE 2.7, since the Statement Date
there has not been:
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2.7.1 Any material adverse change in the business, financial
condition, operations, or assets of the Company;
2.7.2 Any damage, destruction, or loss, whether covered by
insurance or not, materially adversely affecting the properties or business of
the Company;
2.7.3 Any sale or transfer by the Company of any tangible or
intangible asset other than in the ordinary course of business, any mortgage or
pledge or the creation of any security interest, lien, or encumbrance on any
such asset, or any lease of property, including equipment, other than tax liens
with respect to taxes not yet due and contract rights of customers in inventory;
2.7.4 Any declaration, setting aside, or payment of a
distribution in respect of, or the redemption or other repurchase by the Company
of, any shares of the Company;
2.7.5 Any material transaction not in the ordinary course of
business of the Company;
2.7.6 The lapse of any material trademark, assumed name, trade
name, service ▇▇▇▇, copyright, or license or any application with respect to the
foregoing;
2.7.7 The grant of any increase in the compensation of officers
or employees (including any such increase pursuant to any bonus, pension,
profit-sharing, or other plan) other than customary increases on a periodic
basis, or required by agreement or understanding in the ordinary course of
business and in accordance with past practice;
2.7.8 The discharge or satisfaction of any material lien or
encumbrance or the payment of any material liability other than current
liabilities in the ordinary course of business;
2.7.9 The making of any material loan, advance, or guaranty to or
for the benefit of any person except the creation of accounts receivable in the
ordinary course of business; or
2.7.10 An agreement to do any of the foregoing.
2.8 TITLE AND RELATED MATTERS. Except as set forth in SCHEDULE 2.8,
the property, real and personal, and other assets included in the March 31, 1998
Financial Statements (except properties and assets sold or otherwise disposed of
subsequent to the Statement Date in the ordinary Course of business or as
contemplated in this Agreement) are the absolute property of the Company, free
and clear of all security interests, mortgages, liens, pledges, charges, claims,
or encumbrances of any kind or character, except (i) statutory liens for
property taxes not yet delinquent or payable subsequent to the date of this
Agreement and statutory or common law liens securing the payment or performance
of any obligation of the Company, the payment or
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performance of which is not delinquent, or that is payable without interest or
penalty subsequent to the date on which this representation is given, or the
validity of which is being contested in good faith by the Company; (ii) the
rights of customers of the Company with respect to inventory under orders or
contracts entered into by the Company in the ordinary course of business; (iii)
claims, easements, liens, and other encumbrances of record pursuant to filings
under real property recording statutes; and (iv) as described in the March 31,
1998 Financial Statements or the notes thereto.
2.9 LITIGATION. Except as set forth in SCHEDULE 2.9, there are no
material actions, suits, proceedings, orders, investigations, or claims pending
or overtly threatened against the Company or any property of the Company, at law
or in equity, or before or by any governmental department, commission, board,
bureau, agency, or instrumentality; the Company is not subject to any
arbitration proceedings or any governmental investigations or inquiries; and, to
the best knowledge of Sellers there is no basis for any of the foregoing.
2.10 TAX MATTERS. Except as set forth on SCHEDULE 2.10, (i) the
Company has prepared in a substantially correct manner and has filed all
national, local, and foreign tax returns and reports heretofore required to be
filed by them and have paid all taxes shown as due thereon; and (ii) no taxing
authority has asserted any deficiency in the payment of any tax or informed the
Company that it intends to assert any such deficiency or to make any audit or
other investigation of the Company for the purpose of determining whether such a
deficiency should be asserted against the Company.
2.11 COMPLIANCE WITH LAWS. The Company is, in the conduct of its
business, in compliance with all laws, statutes, ordinances, regulations,
orders, judgments, or decrees applicable to them, the enforcement of which, if
the Company were not in compliance therewith, would have a materially adverse
effect on the business of the Company, taken as a whole. For the purposes of
this warranty only, a "materially adverse effect" means aggregate liabilities,
and reasonable costs incurred post-Completion by the Company, any Subsidiary
and/or the Purchaser, resulting from any non-compliance by the Company and the
Subsidiaries in excess of Fifty Thousand Pounds Sterling ((pound). 50,000) in
the aggregate. No disclosures shall be permitted against this warranty, and this
warranty is not subject to the limitations set forth in SECTIONS 3.0 and 4.2 of
SCHEDULE 2.24 hereto.
2.12 NO BROKERS. There are no claims for brokerage commissions,
finders' fees, or similar compensation in connection with the purchase of the
Shares by Purchaser hereunder based on any arrangement or agreement binding upon
any of the Sellers.
2.13 INSURANCE. SCHEDULE 2.13 contains a list of each insurance policy
maintained by the Company with respect to its properties, assets, and
businesses, and each such policy is in full force and effect, so far as Sellers
are aware. The Company is not in material default with respect to its
obligations under any such policy maintained by it. Neither Sellers nor the
Company has been notified of the cancellation, or potential cancellation, of any
of the insurance policies listed on SCHEDULE 2.13 or of any material increase in
the premiums to be charged for such insurance policies.
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2.14 EMPLOYEES AND LABOR RELATIONS MATTERS. Except as set forth in
SCHEDULE 2.14:
2.14.1 Sellers are not aware that any executive or key employee
of the Company or any group of employees of the Company has any plans to
terminate employment with the Company;
2.14.2 The Company has complied in all material respects with all
labor and employment laws, including provisions thereof relating to wages,
redundancies, benefits, hours, equal opportunity, collective bargaining,
nondiscrimination, and the payment of employment and employee related taxes and
other taxes;
2.14.3 There is no unfair labor practice charge, complaint, or
other action against the Company pending or threatened, and the Company is not
subject to any order to bargain by the government;
2.14.4 Sellers are not aware of any movement among employees to
organize, or gain trade union representation for, Company's employees;
2.14.5 No grievance that might have a material adverse effect on
the Company and no arbitration proceeding arising out of any material employment
claim is currently pending and Sellers are not aware of any basis for any such
grievance or arbitration proceeding;
2.14.6 There is no labor strike, dispute, request for
representation, slowdown, or stoppage currently pending, and Sellers are aware
of none threatened against the Company; and
2.14.7 Sellers are not aware that any employee of the Company is
subject to any non competition, nondisclosure, confidentiality, employment,
consulting, or similar agreements with persons other than the Company relating
to the present business activities of the Company except as disclosed in EXHIBIT
2.18 hereto.
2.15 DISCLOSURE. Sellers are not aware of any facts indicating that
this Agreement, any of the schedules or exhibits hereto, or any of the documents
delivered by Sellers to Purchaser in the Sellers' Disclosure Letter, contain any
untrue statement of a material fact or omit a material fact necessary to make
each statement contained herein or therein not misleading.
2.16 POWERS OF ATTORNEY. Except as set forth in SCHEDULE 2.16, no
material power of attorney or similar authorization given by the Company, or any
Seller with respect to the Company or the Shares, is presently in effect.
2.17 ACCOUNTS RECEIVABLE. All accounts receivable of the Company
reflected in the March 31, 1998 Financial Statements represent bona fide sales
actually made and are
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collectible (unless reserved against in the March 31, 1998 Financial Statements,
or as set forth otherwise in SCHEDULE 2.17 hereto, or where they relate to sales
made to the Guarantor or its subsidiaries) in the ordinary course of business.
2.18 AGREEMENTS AND COMMITMENTS. SCHEDULE 2.18 contains a complete and
accurate list of each material agreement, contract, instrument, and commitment
(including license agreements) to which the Company is a party that provides for
payments in excess of (pound)10,000 per year or whose term is in excess of one
year and is not cancelable upon thirty (30) or fewer days' notice without any
liability, penalty, or premium, other than a nominal cancellation fee or charge
("Third Party Agreements").
2.18.1 The Company has no collective bargaining or trade union
contracts agreement in effect or being negotiated;
2.18.2 The Company is not in material default under any Third
Party Agreement, nor are the Sellers aware of any event that, with notice or the
passage of time or both, would constitute a material default or event of
material default by the Company under any Third Party Agreement;
2.18.3 In connection with the Company's pension scheme, Sellers
are aware of no material error or omission in any Norwich Union report included
in the Disclosure Letter, and Sellers have no reason to believe that any pension
plan of the Company or any Subsidiary is less than fully funded as required by
government regulation and all applicable plan provisions; and,
2.18.5 No third party or governmental consent is required in
connection with the sale of the Shares by Seller to Purchaser, nor, as respects
any Subsidiary, in connection with the change of control of Company as
contemplated in this Agreement.
2.19 PERSONAL PROPERTY. Without material exception, SCHEDULE 2.19
contains lists of all fixed assets owned or held by the Company and used in the
conduct of the business of the Company. Except as set forth in SCHEDULE 2.19,
the Company owns and has full title to such fixed assets, and none of such fixed
assets is subject to any security interest, mortgage, pledge, conditional sales
agreement, or other lien or encumbrance (except for liens for current taxes,
assessments, charges, or other governmental levies not yet due and payable). The
Company has delivered to Purchaser copies of all leases relating to leased fixed
assets described in SCHEDULE 2.19 (including any and all amendments and other
modifications to such leases) all of which are valid and binding, and the
Company is not in material default under any such leases. Except as set forth in
SCHEDULE 2.19, all fixed assets listed therein are generally in good operating
condition and repair (ordinary wear and tear excepted), are performing
satisfactorily at current production levels, and are available for immediate use
in the conduct of the business and operations of the Company. The fixed assets
listed in SCHEDULE 2.19 include all such fixed assets reasonably necessary to
conduct the business and operations of the Company as currently conducted.
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2.20 REAL PROPERTY. SCHEDULE 2.20 contains a list of all real property
currently owned or leased by the Company and used in the conduct of the business
operations of the Company. Except as set forth in SCHEDULE 2.20, the Company has
absolute title to all of the real property listed as owned in SCHEDULE 2.20 free
and clear of all liens, mortgages, pledges, covenants, easements, restrictions,
leases, charges, and other claims and encumbrances of any nature whatsoever, and
without reservation or exclusion of any mineral, timber, or other rights or
interests, except liens for real estate taxes, assessments, charges, or other
governmental levies not yet due and payable and except for easements, rights of
way, and restrictions of record. Sellers have delivered to Purchaser copies of
all leases listed in SCHEDULE 2.20 (including any and all amendments and other
modifications of such leases), which leases are valid and binding. The Company
is not in material default under any such leases. All property listed in
SCHEDULE 2.20 (including improvements thereon) is in satisfactory condition and
repair consistent with its present use and is available for immediate use in the
conduct of the business of the Company.
2.20.1 Except asset forth in SCHEDULE 2.20.1, none of the
freehold property listed in SCHEDULE 2.20, or the leasehold property subject to
leases listed in SCHEDULE 2.20, violates in any material respect any applicable
building, use or planning code or regulation of any governmental authority
having jurisdiction.
2.20.2 The property and leases described in SCHEDULE 2.20 include
all such property or property interests necessary to conduct the business and
operations of the Company as they are presently conducted.
2.20.3 The replies given by the Sellers' solicitors (Shoosmiths &
▇▇▇▇▇▇▇▇) to the Purchaser's solicitors' (▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) enquiries concerning
the Company's real property at ▇▇▇▇▇▇ Road are true, complete and accurate in
all material respects.
2.21 PERSONNEL. SCHEDULE 2.21 sets forth a true and complete list of:
2.21.1 The names, title, and current salaries of all officers of
the Company;
2.21.2 The names of all directors of the Company;
2.21.3 The wage rates for each salaried and hourly employee of
the Company;
2.21.4 All scheduled increases in compensation or bonuses; and
2.21.5 All scheduled employee promotions, demotions, hirings,
firings or disciplining.
2.22 PATENTS. TRADEMARKS, TRADE NAMES, ETC. SCHEDULE 2.22 contains an
accurate and complete list of all registered patents, trademarks, trade names,
service marks, and copyrights, and all applications therefor, presently owned or
held subject to license by the
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Company, and the use thereof by the Company does not materially infringe on any
patents, trademarks, or copyrights or any other rights of any other person.
Except as set forth in SCHEDULE 2.22, the Company has not received any written
notice of any infringement or unlawful use of any patents, trademarks, or
copyrights or any other rights of any other person, and Sellers are aware of no
such infringement or unlawful use not set forth in SCHEDULE 2.22.
2.23 BENEFIT PLANS AND RELATED MATTERS. SCHEDULE 2.23 sets forth a
description of all employee benefit plans and employee pension plans existing on
the date hereof that are or have been maintained or contributed to by the
Company. Except as listed on SCHEDULE 2.23, the Company does not maintain any
retirement or deferred compensation plan, savings, incentive, share options or
share purchase plans, unemployment compensation plan, vacation pay, severance
pay, bonus or benefit arrangement, insurance or hospitalization program or any
other fringe benefit arrangement for any employee, consultant or agent of the
Company, whether pursuant to contract, arrangement, custom or informal
understanding, for which the Company may have any ongoing material liability
after Completion. There have been no unlawful transactions or actions with
respect to any benefit plan or pension plan maintained by the Company as to
which the Company has been party. As to any employee pension plan listed on
SCHEDULE 2.23, there have been no events required to be reported to the
government.
2.24 WARRANTIES TRUE, ACCURATE AND COMPLETE. All warranties made
herein by Sellers are true, accurate and complete in all respects. SCHEDULE 2.24
sets out certain limitations and other provisions with respect to Sellers'
liability under the Warranties and the Tax Covenant set out at Schedule 4.2 in
this Agreement. The warranties given by the Sellers in SECTIONS 2.1 through 2.24
are referred to herein as the "Warranties."
SECTION 3.0. WARRANTIES OF PURCHASER AND GUARANTOR. As a material
inducement to Sellers to enter into this Agreement and to sell the Shares,
Purchaser and Guarantor hereby warrant, jointly and severally, to Sellers as
follows:
3.1 ORGANIZATION; POWER. Purchaser is a company duly incorporated and
validly existing under the laws of England, and has all requisite corporate
power and authority to enter into this Agreement and perform its obligations
hereunder. Guarantor is a company duly incorporated and validly existing under
the laws of Delaware, USA, and has all requisite corporate power and authority
to enter into this Agreement and perform its obligations hereunder.
3.2 AUTHORIZATION; CONSENTS. The execution, delivery, and performance
by Purchaser and Guarantor of this Agreement and all other agreements
contemplated hereby to which Purchaser is a party have been duly and validly
authorized by all necessary corporate action of Purchaser and Guarantor, and
this Agreement and each such other agreement, when executed and delivered by the
parties thereto, will constitute the legal, valid, and binding obligation of
Purchaser and Guarantor enforceable against each of them in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, and similar statutes affecting creditors' rights generally and
judicial limits on equitable remedies. Purchaser and Guarantor have obtained the
written consent of their secured institutional lenders in
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connection with the acquisition of the Shares by Purchaser, which consents are a
condition to Completion.
3.3 NO CONFLICT WITH OTHER INSTRUMENTS OR AGREEMENTS. The execution,
delivery, and performance by Purchaser and Guarantor of this Agreement and all
other agreements contemplated hereby to which Purchaser is a party will not
result in a breach or violation of, or constitute a default under, the
Memorandum and Articles of Association, as to Purchaser, and the Articles of
Association, as to Guarantor, or any material agreement to which Purchaser or
Guarantor is a party or by which Purchaser or Guarantor is bound.
3.4 GOVERNMENTAL AUTHORITIES. Except as set forth in SCHEDULE 3.4,
(i) neither Purchaser nor Guarantor is required to submit any notice, report, or
other filing with any governmental or regulatory authority in connection with
the execution and delivery by Purchaser and Guarantor of this Agreement and the
consummation of the purchase and (ii) no consent, approval, or authorization of
any governmental or regulatory authority is required to be obtained by Purchaser
or Guarantor, or any affiliate of either of them, in connection with Purchaser's
and Guarantor's execution, delivery, and performance of this Agreement and the
consummation of this purchase by Purchaser.
3.5 LITIGATION. There are no actions, suits, proceedings, or
governmental investigations or inquiries pending or, to the knowledge of
Purchaser or Guarantor, threatened against Purchaser or Guarantor, their
properties, assets, operations, or businesses that might delay, prevent, or
hinder the consummation of this purchase by Purchaser.
3.6 INVESTMENT REPRESENTATIONS.
3.6.1 Purchaser is acquiring the Shares for its own account for
purposes of investment and without expectation, desire, or need for resale and
not with the view toward distribution, resale, subdivision, or fractionalization
of the Shares.
3.6.2 Purchaser understands that no public market now exists for
the Shares and that it is uncertain that a public market will ever exist for the
Shares.
3.7 BROKERAGE. There are no claims for brokerage commissions,
finders' fees, or similar compensation in connection with this purchase based on
any arrangement or agreement entered into by Purchaser and binding upon
Purchaser.
SECTION 4.0. INDEMNIFICATION.
4.1 ENVIRONMENTAL INDEMNIFICATION. Subject only to the applicable
provisions and limitations set forth in SCHEDULE 2.24 hereto, Sellers shall
severally satisfy, indemnify, hold harmless and defend Company and Purchaser
from and against any and all liabilities, claims, reasonable costs, actions or
reasonable expenses, including reasonable attorneys' fees, accrued, in
connection with or arising out of any breach(es) of any environmental code,
ordinance, regulation or law existing, accruing, occurring or arising prior to
the Completion
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Date, including without limitation, reasonable costs, fines, penalties, interest
assessments and reasonable expenses relating to remediation and bringing
Company, and/or any Subsidiary, into full compliance with such governmental
requirements.
4.2 TAX INDEMNIFICATION. Subject only to the applicable provisions
and limitations set forth in SCHEDULE 2.24 hereto, Sellers are providing to the
Purchaser the tax covenant attached hereto as SCHEDULE 4.2, made a part hereof.
4.3 The liabilities identified in this Section 4.1 and Section 4.2
are the "Indemnified Liabilities."
SECTION 5.0. WAIVER OF CERTAIN RIGHTS; CONFIDENTIALITY AND NON-COMPETITION.
5.1 Each Seller hereby waives any and all rights which she/he might
otherwise have under the Articles of Association of the Company, any corporate
resolution, any Shareholder Agreement, or otherwise, to pre-emptively purchase
any of the Shares as the result of the transactions contemplated by this
Agreement.
5.2 Each Seller hereby ratifies and confirms all issues and
allotments of shares and all transfers of shares which have taken place and
which have resulted ultimately in the issued share capital as set out in
SCHEDULE 2.2 and hereby waive any claim that he/she /it may have against any
other person or the Company in respect of any such issue, allotment or transfer
taking place or being registered in contravention of the Articles of
Association.
5.3 Sellers ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ St
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (the "Restricted Sellers"), and no other
Seller, agree as follows:
5.3.1 For a period of three (3) years from the date hereof (the
"Restriction Period"), each Restricted Seller covenants and agrees, severally
and not jointly, that he will not own nor operate, directly or indirectly, any
business dealing in products competitive with the current products, nor any
services competitive with the current services, of the Company within Europe,
Canada or the United States of America (the "Territory"). Each Restricted Seller
covenants and agrees that during the Restriction Period, he will not function as
a principal, employee, agent, consultant or otherwise, directly or indirectly,
of, for or with any related business competitive with the business of the
Company (as currently conducted) within the Territory. A Restricted Seller may,
however, own five percent (5 %) or less of the shares of a publicly traded
entity which does engage in such business, and a Restricted Seller may function
as a consultant, or otherwise, for the Purchaser or the Company, if requested to
do so by the Purchaser or the Company, and if such Restricted Seller so agrees.
5.3.2 Purchaser shall have the right to set off against damages
suffered by Purchaser for any violation of this SECTION 5.2 by a Restricted
Seller any amounts owing such Restricted Seller under the Note, subject only to
SECTION 12.0 and SECTION 15.0 of SCHEDULE 2.24 hereto.
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5.4 Each Seller shall keep confidential, and shall not use or
disclose to any third party, directly or indirectly, any proprietary or
confidential information of the Company.
SECTION 6.0. COMPLETION.
6.1 TIME, PLACE. AND MANNER OF COMPLETION. The completion
("Completion") will be held at the offices of Shoosmiths & ▇▇▇▇▇▇▇▇ in
Nottingham, England, or such other place as the parties may agree,
simultaneously upon the execution and delivery of this Agreement.
6.2 DELIVERIES AT COMPLETION.
6.2.1 Sellers shall deliver to Purchaser
(i) duly executed transfers of the Shares in favor of the
Purchaser (or as it shall direct) together with the certificates
evidencing the Shares, or, in the case of any lost certificates, a
lost certificate indemnity satisfactory to Purchaser, as well as all
certificates of shares of each Subsidiary;
(ii) the common seal of the Company and each Subsidiary;
(iii) the certificate of incorporation and any certificates of
incorporation on change of name of the Company and the UK Subsidiary
and each original and current certificate of qualification of the
United States and Canadian Subsidiary to do business as a foreign
corporation in a foreign jurisdiction;
(iv) the statutory books of the Company and its United Kingdom
Subsidiary, complete and up-to-date, as well as copies of same as to
each other Subsidiary and a certificate of the Secretary of the
Company as to the name of custodian and location of same as to each
Subsidiary;
(v) a certificate of the Secretary of the Company as to the
absence of any amendment to the constitutional documents of the
Company and each Subsidiary;
(vi) the Disclosure Letter and the bundle of disclosure
documents;
(vii) a certificate of the Secretary of the Company of the board
minutes of the Company approving the registration of the Shares being
transferred to Purchaser under this Agreement, subject only to the
transfers of such Shares being stamped,
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(viii) written resignation of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ from their position
as auditors for the Company and the UK Subsidiary, acknowledging that
they have no claim whatsoever against the Company or the UK Subsidiary
and containing the statement required by Section 394 of the Companies
▇▇▇ ▇▇▇▇; and
(ix) written resignations and waivers of all claims of the
Directors of the Company and each Subsidiary with regard to their
positions as directors.
6.2.2 Purchaser shall deliver to Shoosmiths & ▇▇▇▇▇▇▇▇, on behalf
of Sellers,
(i) by way of telegraphic transfer, that portion of the Purchase
Price required to be delivered at the Completion;
(ii) the Note, and each individual certificate thereto relating
to each Seller;
(iii) a certificate of the Secretary of Purchaser of the
resolution of Purchaser authorizing the execution, delivery and
performance of this Agreement and the Note; and
(iv) a certificate of the Secretary of SI Holding Corporation of
the resolution of SI Holding Corporation authorizing the execution,
delivery and performance of this Agreement as Guarantor.
6.3 CONSUMMATION OF COMPLETION. All acts, deliveries, and
confirmations comprising the Completion regardless of chronological sequence
shall be deemed to occur contemporaneously and simultaneously upon the
occurrence of the last act, delivery, or confirmation of the Completion and none
of such acts, deliveries, or confirmations shall be effective unless and until
the last of the same shall have occurred. The time of the Completion is
scheduled to correspond with the close of business at the principal office of
the Company and, regardless of when the last act, delivery, or confirmation of
the Completion shall take place, the completion of the purchase of the Shares
shall be deemed to occur as of the close of business at the principal office of
the Company on the date of the Completion.
SECTION 7.0. MISCELLANEOUS PROVISIONS.
7.1 AMENDMENT AND MODIFICATION. Subject to applicable law, neither
this Agreement nor the Guaranty may be amended, modified, or supplemented only
by a written agreement signed by Purchaser and Sellers.
7.2 WAIVER OF COMPLIANCE: CONSENTS
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7.2.1 Any failure of any party to comply with any obligation,
covenant, agreement, or condition herein may be waived, but only in writing by
the party entitled to the performance of such obligation, covenant, or agreement
or who has the benefit of such condition, but such waiver or failure to insist
upon strict compliance with such obligation, covenant, agreement, or condition
will not operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.
7.2.2 Whenever this Agreement requires or permits consent by or
on behalf of any party hereto, such consent will be given in a manner consistent
with the requirements for notices as set forth in Section 8.3 below.
7.3 NOTICES. All notices, requests, demands, and other communications
required or permitted hereunder will be in writing and will be deemed to have
been duly given (i) when delivered by hand, or (ii) two days after being mailed
by certified or registered mail with postage prepaid within a single country, or
(iii) twenty days after being mailed by certified or registered mail with
postage prepaid between different countries, or (iv) five days after being sent
via Federal Express or DHL.
If to Purchaser,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Managing Director
Time Eclipse, Limited
c/▇ ▇▇▇▇▇▇▇ Industries Inc.
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
with a copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Wellesley Law Associates
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
and to:
▇▇. ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Solicitors
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
or to such other person or address as Purchaser hereafter furnishes to Sellers
pursuant to the provisions of this SECTION 7.3.
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If to Sellers, with regard to any Claim under the Warranties, the Tax Covenant
or the Indemnified Liabilities:
Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
c/o The ▇▇▇▇▇▇▇ Partnership
▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
with a copy to:
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Shoosmith & ▇▇▇▇▇▇▇▇, Solicitors
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
or to such other person or address as Sellers furnish hereafter to Purchaser
pursuant to the provisions of this SECTION 7.3.
If to Sellers, with regard to any other matter:
to their individual addresses set forth in SCHEDULE 2.2;
with a copy to:
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Shoosmiths & ▇▇▇▇▇▇▇▇, Solicitors
Lockhouse, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ IAG
or to such other person or address as an individual Seller furnishes hereafter
to Purchaser and the Sellers' Committee pursuant to the provisions of this
SECTION 7.3.
7.4 TITLES; CAPTIONS: COUNTERPARTS. All section titles or
captions contained in this Agreement are for convenience only and shall not be
deemed part of the context nor effect the interpretation of this Agreement. This
Agreement may be executed 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.
7.5 ENTIRE AGREEMENT. This Agreement contains the entire
understanding between and among the parties and supersedes any prior
understandings and agreements among them respecting the subject matter of this
Agreement.
7.6 TIME OF THE ESSENCE. Time shall be of the essence of this
Agreement, as regards both the dates and periods mentioned and any dates and
periods which may be
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substituted for them in accordance with this Agreement or by agreement in
writing among the parties (whether or not executed as a deed).
7.7 ATTORNEY FEES. In the event a suit or action is brought by
any party under this Agreement to enforce any of its terms, or in any appeal
therefrom, it is agreed that the prevailing party shall be entitled to
reimbursement of all related reasonable costs and expenses, as well as
reasonable attorneys' fees to be fixed by the court, provided that this will
always be subject to the limitation of Sellers' liability as set out in Clause
5.0 of SCHEDULE 2.24.
7.8 COMPUTATION OF TIME. In computing any period of time
pursuant to this Agreement, the day of the act, event or default from which the
designated period of time begins to run shall be included, unless it is a
Saturday, Sunday, or a legal holiday, in which event the period shall begin to
run on the next day which is not a Saturday, Sunday, or legal holiday, in which
event the period shall run until the end of the next day thereafter which is not
a Saturday, Sunday, or legal holiday.
7.9 PRONOUNS AND PLURALS. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular,
or plural as the identity of the person or persons may require.
7.10 GOVERNING LAW AND SUBMISSION TO JURISDICTION. This Agreement
and the documents to be entered into pursuant to it shall be governed by and
construed in accordance with English law, and all the parties irrevocably agree
that the Courts of England are to have non-exclusive jurisdiction to settle any
disputes which may arise out of or in connection with this Agreement and such
documents.
7.11 FURTHER ASSURANCE. After Completion, the Sellers shall, at
the Purchaser's cost, execute such documents and do such acts and things as the
Purchaser may reasonably require for the purpose of giving to the Purchaser the
full benefit of SECTION 1.0 of this Agreement
7.12 PARTIES IN INTEREST. Nothing herein shall be construed to be
to the benefit of any third party, nor is it intended that any provision shall
be for the benefit of any third party.
7.13 SAVINGS CLAUSE. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby.
7.14 NO ASSIGNMENT. This Agreement shall be personal to the
parties to it, and no party may assign the benefit of any provisions of this
Agreement to any other person, save that (and save otherwise expressly provided
herein) the benefit of any of its provisions may be assigned to any company
which is a subsidiary of the party concerned or which is a holding company of
such party or a subsidiary of such holding company, but only for so long as such
company remains the holding company or subsidiary of the party concerned, or a
subsidiary of
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such holding company and remains the beneficial owner of such benefit so
assigned. In the event that any such subsidiary or holding company ceases to be
such, then all such assigned rights and benefits shall be assigned back promptly
to the assignor. Subject to the aforesaid, this Agreement shall be binding upon
and enure to the benefit of the personal representatives of, and successors in
title to, each of the parties hereto. Additionally, Purchaser may assign
collaterally to ▇▇▇▇▇▇ Financial, as Agent for the institutional investors of
Purchaser and Guarantor, all Warranties and certifications made by Sellers
hereunder.
7.15 APPOINTMENT OF PROCESS AGENTS.
7.15.1 The Purchaser and the Guarantor hereby irrevocably
appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ as their agent for
the service of process in England, service upon whom shall be deemed completed
whether or not forwarded to or received by Purchaser or Guarantor. If such
process agents cease to have an address in England, the Purchaser and the
Guarantor irrevocably agree to appoint new process agents acceptable to the
Sellers and to deliver to the Sellers within fourteen (14) days a copy of a
written acceptance of appointment by the process agents.
7.15.2 Each Seller hereby irrevocably appoints Shoosmiths &
▇▇▇▇▇▇▇▇ of Lockhouse, Castle Meadow Road, Nottingham NG2 IAG as his/her agent
for the service of process in England, service upon whom shall be deemed
completed whether or not forwarded to or received by any Seller. If such process
agents cease to have an address in England, each Seller irrevocably agrees to
appoint new process agents acceptable to the Purchaser and to deliver to the
Purchaser within fourteen (14) days a copy of a written acceptance of
appointment by the process agents.
7.15.3 Nothing contained in this Agreement shall affect the
right to serve process in any other manner permitted by law of the right to
bring proceedings in any other jurisdiction for the purposes of enforcement or
execution of any judgment or other settlement in any of the courts.
7.16 COSTS. Each party hereto shall bear, and be solely
responsible for, without contribution from any other party, his /her/its own
costs incurred in connection with this Agreement and the transactions
contemplated hereby.
7.17 GUARANTY. The Guarantor hereby unconditionally and
irrevocably guarantees to the Sellers the due and punctual performance and
observance by the Purchaser of all its obligations, commitments, undertakings,
warranties and indemnities under, or pursuant to this Agreement and the Note.
7.17.1 The liability of the Guarantor under this Agreement
and the Note shall not be released nor diminished by any variation of the terms
of this Agreement (except as agreed by all parties to this Agreement), any
forbearance, neglect or delay by Sellers in seeking performance of the
obligations hereby imposed or any granting of time for such performance by
Sellers.
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7.17.2 If, and whenever, the Purchaser defaults for any
reason whatsoever in the performance of any obligation or liability undertaken
or expressed to be undertaken by the Purchaser under or pursuant to this
Agreement or the Note, the Guarantor shall forthwith upon demand unconditionally
perform (or prosecute the performance of) and satisfy (or procure the
satisfaction of) the obligation or liability in regard to which such default has
been made in the manner prescribed by this Agreement or the Notes, and so that
the same benefits shall be conferred on the Sellers as they would have received
if such obligation or liability had been duly performed and satisfied by the
Purchaser.
7.17.3 This guaranty is to be a continuing guaranty and
accordingly is to remain in force until all the obligations of the Purchaser
under this Agreement and the Note shall have been performed and satisfied. This
guaranty is in addition to, and without prejudice to, and not in substitution
for, any rights or security which the Sellers may now or hereafter have or hold
for the performance and observance of the obligations, commitments, undertakings
and warranties of the Purchaser under, or in connection with, this Agreement and
the Note.
7.17.4 Notwithstanding any provision hereof to the contrary,
the Guarantor retains and shall have available to it any and all defenses
(arising out of contract law or otherwise, excepting only defenses arising out
of bankruptcy or insolvency law or lack of capacity or authority on the part of
Purchaser) available to the Purchaser against any enforcement of this guaranty
by the Sellers against the Guarantor. This guaranty is intended solely to secure
for the Sellers the Purchaser's performance obligations hereunder and under the
Note. This guaranty is not intended to, it does not, nor shall it be deemed,
construed nor interpreted to, provide any additional rights to Sellers hereunder
or under the Note.
7.18 SELLERS' COMMITTEE. Each Seller hereby authorizes ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ St ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ as the "Sellers'
Committee." ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is the initial Chairman of the Sellers' Committee
which is hereby authorized and constituted to (i) receive notices on behalf of
each Seller pursuant to SECTION 8.3, above, (ii) to conduct, on behalf of each
Seller, any and all claims relating to any Warranty, the Tax Covenant or any
Indemnified Liability, and (iii) to provide any consents required or permitted
in this Agreement on behalf of each Seller. With regard to any matter authorized
hereunder to the Sellers' Committee, the Purchaser is entitled to rely
exclusively on such notices, conduct of claims and consents provided by the
Sellers' Committee and is further entitled to disregard any communications from
any individual Seller with respect thereto.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on
May 7, 1998,
Time Eclipse, Limited SI Holding Corporation
an English Corporation, a Delaware Corporation
as Purchaser, as Guarantor,
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------- ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Managing Director Executive Vice President
------------------------------------------
Penelope ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ St. ▇▇▇▇▇▇▇▇
Howth Castle
County Dublin
Erie
------------------------------------------
Platinum Holdings Limited
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ America
------------------------------------------
Marcris Holdings Limited
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Main Street
Repton
Derbyshire
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------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
"Westlands" ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Joylons
Bury near Pulborough
West Sussex RH20 lPF ENGLAND
------------------------------------------
Lady ▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇. ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
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------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ENGLAND
------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Drew
The Yarrows Lodge
▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
▇. ▇▇▇▇▇▇ and Dr. T.N. ▇▇▇▇▇▇
c/o ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ Solicitors
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
Bibury Investment Holding Inc.
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, Barley Mow Road
Englefield Green
Surrey TW20 0NP ENGLAND
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▇▇▇▇ ▇▇▇▇▇▇▇▇ Drew
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ lAB ENGLAND
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▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ENGLAND
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▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇ ENGLAND
-23-
24
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▇▇▇▇▇▇ ▇▇▇ Drew
The Magpie, 17 Beechwood Close
Church ▇▇▇▇▇▇▇▇, Fleet
Hants ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇ near Woking
Surrey ENGLAND
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▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ near Basingstoke
Hants ENGLAND
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ENGLAND
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▇▇▇▇▇ ▇▇▇▇
BA ▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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M.T. Roxby ▇▇▇▇
Maplewood, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
-24-
25
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▇.▇. ▇▇▇▇▇▇▇▇ St. ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
Western Australia
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
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▇▇▇▇▇ F.L. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
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▇▇▇▇▇▇▇ T.V. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
-25-
26
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Honor L. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
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▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
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Avril ▇.▇. ▇▇▇▇▇▇
Laurel Hill, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
-26-