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EXHIBIT 10.1(b)
AGREEMENT
CONCERNING
STOCK TRANSFER
The following agreement has been entered into as of this date
between
THE NORWEGIAN INDUSTRIAL AND REGIONAL DEVELOPMENT FUND (SND),
STOREBRAND LIVSFORSIKRING AS, ▇▇▇▇▇ ▇. VORMEDAL, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇ ▇▇▇▇▇▇, hereinafter collectively referred to as
the SELLERS,
and
SIMEX AS, hereinafter referred to as BUYER:
1 INTRODUCTION
1.1 Norsk Kjoleindustri AS, hereinafter referred to as NK,
enterprise number 938803218, has capital stock of NOK
1,400,000 divided among 14,000 shares, each with a face value
of NOK 100.00.
1.2 The Sellers currently own the following shares in NK:
SND: 4000 shares
Storebrand ASA: 2000 shares
▇▇▇▇▇ ▇. Vormedal: 5849 shares
▇▇▇▇ ▇▇▇▇▇▇▇: 100 shares
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇: 230 shares
▇▇▇▇▇ ▇▇▇▇▇▇: 500 shares
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Total: 12,679 shares
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1.3 Through this Agreement, the Sellers sell all of the shares
they own in NK to the Buyer under the terms that follow from
this Agreement.
2 PURCHASE PRICE
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2.1 The shares are sold at a price of NOK 1,428.50 per shares,
which results in the following purchase price to the
individual stockholder:
SND: NOK 5,714,000.00
Storebrand ASA: NOK 2,857,000.00
▇▇▇▇▇ ▇. Vormedal: NOK 8,355,296.50
▇▇▇▇ ▇▇▇▇▇▇▇: NOK 142,850.00
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇: NOK 328,555.00
▇▇▇▇▇ ▇▇▇▇▇▇: NOK 714,250.00
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Total: NOK 18,111,951.50
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2.2 The purchase price has been arrived at after negotiations,
and is based on the information that has been provided
concerning the company. The Buyer reserves the right to let
the auditing firm Deloitte and Touche conduct a legal and
accounting review (due diligence) of NK. The review will be
conducted for the Buyer's own account, and shall be concluded
no later than 1 June 1998. The Sellers shall be immediately
notified concerning the result of the review.
2.3 If the review shows either:
2.3.1 a discrepancy in NK's capital status of more than 10%
in relation to the balance sheet according to the
revised accounts as of 31 December 1996, or
2.3.2 reveals contractual or legal circumstances that are
not evident from the documentation referred to in
Article 7 below, and the value of this discrepancy
exceeds NOK 1 million,
then both parties have the right to demand either an
adjustment of the price, or, if agreement is not reached,
cancellation of this agreement. A demand for adjustment must
be submitted in writing by registered mail within 14 days
after the review is concluded, however, not later than by 14
June 1998. If one of the parties elects to cancel the
agreement on this basis, none of the parties may demand that
their costs be covered or demand compensation.
3 PURCHASE OFFER DUTY
3.1 Since the agreement covers the sale of more than 90% of NK's
stock, the Buyer has a duty to present the same offer to the
other stockholders for purchase of the remaining 1,321 shares
at the same terms as emerge from this agreement.
4 PAYMENT AND TRANSFER
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4.1 Upon signature of this agreement, the Sellers will deposit
their stock certificates in original and transferred
condition with Attorney ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
4.2 By 15 June 1998, the Buyer will pay the purchase price
mentioned in Article 2.1, a total of NOK 18,111,951.50 to
Attorney ▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ client account number 3201.07.48975
in Sparebank 1 SR-Bank.
4.3 When Attorney ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has received final settlement
in accordance with Article 4.2 above, he will transfer the
purchase price to the individual seller pursuant to
instructions from the Sellers, and he will simultaneously
send the deposited original stock certificates to the Buyer.
4.4 If payment takes place after the deadline, the Buyer shall
pay a late payment interest of 12% per annum. If the delay
lasts for more than 30 days, the Sellers can cancel this
agreement and demand that Buyer compensate them for their
loss.
5 POSSESSION
5.1 The shares are transferred free of any encumbrance and with
full possession in law for Buyer without other restrictions
than those that follow from NK's articles of association.
5.2 The shares shall be considered as having been transferred
when timely payment has been made pursuant to Article 4.2
above, with full rights and obligations for Buyer from and
including this date.
5.3 The Sellers shall not be entitled to dividends for the 1997
income year.
5.4 As soon as the shares have been transferred, the Buyer shall
hold an extraordinary stockholders' meeting with election of
a new board of directors, and shall thereupon send
notification to the Register of Business Enterprises.
6 EMPLOYMENT
6.1 Simultaneously with this agreement, ▇▇▇▇▇ ▇. Vormedal shall
sign an employment agreement with NK for a minimum duration
of three years, as emerges from Appendix 2 to this agreement.
7 INFORMATION ABOUT NK
7.1 Prior to signing this agreement, the Buyer has received the
following documentation:
7.1.1 Revised accounts with directors' report and auditor's
report for 1996.
7.1.2 Preliminary, non-audited accounts for 1997.
7.1.3 Copies of the accounts as of 30 February 1998
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7.1.4 Adopted budget for 1998.
The Buyer shall have access to continuous accounts as they
become available.
7.2 In addition, Seller has received access to the minutes of the
board meetings of NK and its subsidiaries, minutes of
stockholders' meetings and the stockholder list. The
following are considered to be subsidiaries:
7.2.1 Telefrost Kjoleindustri AS, enterprise no. 830510842,
which is 100% owned by NK and
7.2.2 Gjenvinning Midt-Norge AS, enterprise no. 975999564,
in which NK currently owns 51%, but where NK will
acquire an ownership interest of 78.8% after a
planned share float.
7.3 The Buyer has inspected NK's real estate, and has been
provided with information concerning NK's contractual
commitments.
7.4 Seller has received particular information with regard to the
fact that NK is currently negotiating with Carrier Transicold
for transfer and liquidation of NK's involvement within
transport cooling.
7.5 Buyer has otherwise received all requested information
concerning financial, organizational and staff circumstances.
8 DUTY OF CONFIDENTIALITY
8.1 The parties pledge to keep confidential all information that
they might receive concerning the other party in connection
with entering into and implementation of this agreement.
8.2 If this agreement should lapse or be cancelled, for whatever
reason, this duty of confidentiality shall nevertheless
remain in force for at least three years after the agreement
has lapsed.
9 REPORTING AND PUBLIC ANNOUNCEMENT
9.1 The Buyer is obliged to report the acquisition to the
authorities, and to inform the employees in accordance with
the Act of 23 December 1994, No. 79, relating to acquisition
of activities.
9.2 Announcement of this agreement vis-a-vis the media and to the
public in general shall take place in accordance with an
agreement between the parties.
10 DISPUTES
10.1 In the event of disagreement in connection with this
agreement, the parties agree that Stavanger City Court will
be the legal venue.
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11 COSTS
11.1 All costs for Attorney ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in connection with this
agreement shall be covered by Norsk Kjoleindustri AS.
12 THE AGREEMENT
12.1 Deviations from this agreement may only be made in accordance
with a written agreement.
12.2 If any provision of this agreement is or becomes invalid,
illegal or in any other way cannot be implemented, and this
does not significantly change the preconditions of the
agreement, the parties agree that they will cooperate to
arrive at adjustments and changes that repair the relevant
invalidity, etc. in the best manner possible, so that the
agreement as a whole will be in accordance with the original
agreement and its intentions to the greatest degree possible.
12.3 Seven originals of this agreement have been prepared, of
which the parties shall retain one original each.
As Sellers: As Buyer:
Stavanger, 1998 Stavanger, 15 May 1998
▇▇▇ ▇▇▇▇▇ (sign.) (illegible signature)
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for Norwegian Industrial and Regional for Simex AS
Development Fund Name:
Name: ▇▇▇ ▇▇▇▇▇ Title
Title: Branch Manager
Oslo <"Stavanger" is crossed out - Trans.>, 18 May 1998
(illegible signature)
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for Storebrand Livsforsikring AS
Name:
Title:
Stavanger, 15 May 1998
▇▇▇▇▇ ▇. Vormedal (sign.)
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▇▇▇▇▇ ▇. Vormedal
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Stavanger, 15 May 1998
▇▇▇▇ ▇▇▇▇▇▇▇ (sign.)
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▇▇▇▇ ▇▇▇▇▇▇▇
Stavanger, 15 May 1998
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (sign.)
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Stavanger, 15 May 1998
▇▇▇▇▇ ▇▇▇▇▇▇ (sign.)
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▇▇▇▇▇ ▇▇▇▇▇▇
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