EXHIBIT 8.A
THIS SHARE PURCHASE AGREEMENT is made this 29th day of November 2002
BETWEEN:
(1) FLOSCULE B.V., a private limited liability company (besloten vennootschap
met beperkte aansprakelijkheid) organized under the laws of The
Netherlands, having its registered office at Parnassustoren,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (the "VENDOR") and
(2) CREDIT AGRICOLE LAZARD FINANCIAL PRODUCTS BANK, whose registered address
is at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (the "PURCHASER").
WHEREAS:
The Vendor has agreed to sell, and the Purchaser has agreed to purchase, the
Shares on the terms and subject to the conditions of this Agreement.
1. DEFINITIONS
In this agreement the following terms shall have the following meanings:
"BUSINESS DAY" means any TARGET Settlement day on which commercial banks settle
payments and are ordinarily open for general business in London and Paris;
"CONFIRMATION" means the confirmation dated 29 November 2002 evidencing the
terms of an Equity Swap Transaction entered into between the Purchaser and
Dresdner Bank A.G. and forming part of an ISDA master agreement between the
Purchaser and Dresdner Bank A.G. dated as of 11 November 1996;
"DEMERGER" shall have the meaning given to such term in Clause 15.1;
"EFFECTIVE DATE" means 29 November 2002, or, subject to Clause 2.2, such later
date on which the conditions precedent contained in Clause 2.1 are satisfied;
"EUR" or "EURO" or "EURO" means the lawful currency of the member states of the
European Union which adopted the European single currency in accordance with the
Treaty establishing the European Communities (signed in Rome on 25 March 1957),
as amended by the Treaty on European Union (signed in Maastricht on 7 February
1992);
"EXCHANGE" means the Paris Stock Exchange (or any successor to such exchange);
"EXCHANGE BUSINESS DAY" means any Business Day which is a scheduled trading day
on the Exchange;
"ISSUER" means Trader Classified Media N.V.;
"PURCHASE PRICE" means the Share Price multiplied by the number of Shares;
"SETTLEMENT DATE" means the day which falls on the first Exchange Business Day
after the Effective Date;
"SHARES" means 3,033,598 (three million, thirty three thousand, five hundred and
ninety eight) class A common shares in the capital of the Issuer with a nominal
value of EURO 0.16 per share and a "SHARE" means any one of such Shares;
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"SHARE PRICE" means, in respect of a Share, Eur 7.80;
"TRANSACTION DOCUMENTS" means:
(i) the ISDA Master Agreement and Schedule between the Purchaser and Floscule
B.V. ("FLOSCULE") dated as of a date on or about the date hereof (the
"MASTER AGREEMENT") and the confirmation forming part of such Master
Agreement dated on or about the date hereof evidencing the terms of an
equity swap transaction between the parties;
(ii) the notarial deed of pledge (Dutch law) between Floscule, the Purchaser
and the Issuer dated on or about the date hereof in relation to certain
shares in the Issuer;
(iii) the deed of guarantee between Beheer-en Beleggingsmaatschappij Tewina
B.V. ("TEWINA") and the Bank dated on or about the date hereof;
(iv) the put option agreement between Tewina and ▇▇▇▇▇▇ Investissment dated on
or about the date hereof in relation to certain shares in the Issuer (the
"PUT OPTION AGREEMENT");
(v) the deed of assignment between Tewina and the Purchaser dated on or about
the date hereof in relation to, inter alia, Tewina's rights under the Put
Option Agreement;
(vi) another share purchase agreement between the Vendor and the Purchaser
dated on or about the date hereof in relation to 2,466,402 shares in the
Issuer; and
(vii) this Agreement.
"WARRANTY DATE" means the date of this Agreement, the Effective Date and the
Settlement Date.
2. CONDITIONS PRECEDENT AND EFFECTIVE DATE
2.1 This Agreement is subject to the conditions precedent that (i) the
Confirmation shall have been executed by Dresdner A.G. and the Purchaser,
and (ii) all Transaction Documents required to be executed and delivered
at the time of signature of this Agreement shall have been so executed
and delivered by each of the parties thereto.
2.2 The parties agree that if the Settlement Date has not occurred on or
before Friday 6th December 2002, this Agreement shall automatically
terminate and be of no further force and effect.
3. SALE AND PURCHASE
3.1 On the Effective Date, the Vendor, as legal and beneficial owner of the
Shares and with full title guarantee, shall sell, and the Purchaser shall
purchase, the Shares, in each case free from all claims, liens, charges,
encumbrances, equities and other third party rights of any nature
whatsoever and together with all rights attaching to or securing them as
at the Effective Date or subsequently becoming attached to them or
securing them including, without limitation, the right to receive all
dividends, distributions or any return of capital declared, paid or made
in respect of the Shares on or after the Effective Date.
3.2 On the Effective Date, the Vendor and the Purchaser shall, and the Vendor
shall procure that the Issuer shall, execute and deliver a deed of
transfer in the form of the
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Exhibit hereto (the "Transfer Deed") and the Vendor shall procure that
the Issuer shall enter the transfer of the Shares to the Purchaser in the
shareholders' register of the Issuer.
4. CONSIDERATION AND SETTLEMENT
On the Effective Date (a) the Purchaser shall give or procure that irrevocable
payment instructions are given for payment to the Vendor of an amount in Euro
equal to the Purchase Price for value on the Settlement Date and (b) the Vendor
shall transfer (or shall procure the transfer) of the Shares to the Purchaser in
accordance with the provisions of Clause 3.2 above.
5. REPRESENTATIONS AND WARRANTIES
5.1 The Vendor represents and warrants to the Purchaser on each Warranty Date
as follows:
5.1.1 the Shares are fully paid and are legally and beneficially owned
by the Vendor with full title guarantee, free from all liens,
charges, encumbrances, equities, options and other third party
rights whatsoever as at the date of this Agreement;
5.1.2 the Vendor has the requisite power and authority to enter into
and perform this Agreement and, following execution by the
Vendor, this Agreement and any other documents to be executed by
or on behalf of the Vendor and delivered hereunder will
constitute legal, valid and binding obligations of the Vendor in
accordance with their respective terms;
5.1.3 all consents, clearances, approvals, authorisations, and orders,
governmental, state, regulatory, corporate or other, necessary
for the execution and delivery of this Agreement to the Purchaser
by the Vendor, and for the performance of the Vendor's
obligations hereunder have been obtained and are in full force
and effect;
5.1.4 the execution, delivery and performance by the Vendor of its
obligations under this Agreement do not violate or conflict with
any law applicable to it, any provision of its constitutional
documents, any order or judgment of any court or other agency of
government applicable to it or any of its assets or any
contractual restriction binding on or affecting it or any of its
assets (including, without limitation, the Transaction Agreement
dated 30 October 2002 between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Rothschild Trust Guernsey Limited, as trustees of the ▇▇▇ Trust,
▇▇▇▇ ▇ ▇▇▇▇▇▇▇ and Codan Trust Company Limited, as trustees of
the Jactmac Media Trust)
5.1.5 the Vendor has complied with, and will comply with all applicable
disclosure obligations imposed by law or regulation on the Vendor
in all relevant jurisdictions in respect of its holding of the
Shares and its disposal of the Shares under the terms of this
Agreement.
5.2 The Vendor acknowledges that the Purchaser is entering into this
Agreement in reliance upon the representations and warranties in Clause
5.1.
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5.3 The Purchaser represents and warrants to the Vendor on each Warranty Date
as follows:
5.3.1 the Purchaser has the requisite power and authority to enter into
and perform this Agreement and, following execution by the
Purchaser, this Agreement and the other documents to be executed
by or on behalf of the Purchaser and delivered hereunder will
constitute legal, valid and binding obligations of the Purchaser
in accordance with their respective terms;
5.3.2 all consents, clearances, approvals, authorisations, and orders,
governmental, state, regulatory, corporate or other necessary for
the execution and delivery of this Agreement to the Vendor by the
Purchaser, and for the performance of its obligations hereunder,
have been obtained and are in full force and effect;
5.3.3 the Purchaser will comply with all applicable disclosure
obligations imposed by law or regulation on the Purchaser in all
relevant jurisdictions in respect of its acquisition of the
Shares under the terms of this Agreement.
5.4 The Purchaser acknowledges that the Vendor is entering into this
Agreement in reliance upon the representations and warranties in Clause
5.3.
6. EFFECT OF SETTLEMENT
Any provision of this Agreement which is capable of being performed after but
which has not been performed on or before the Settlement Date and all warranties
and other undertakings contained in or entered into pursuant to this Agreement
shall remain in full force and effect notwithstanding the Settlement Date.
7. FURTHER ASSURANCE
The Vendor shall from time to time on being required to do so by the Purchaser,
do or procure the doing of all such acts and/or execute or procure the execution
of all such documents as the Purchaser reasonably may consider necessary for
giving full effect to this Agreement.
8. COSTS AND EXPENSES
Each party shall bear its own costs and expenses, including the costs of their
respective brokers, incurred in connection with the negotiation, preparation and
execution of this Agreement.
9. ENTIRE AGREEMENT
This Agreement, together with any documents executed contemporaneously by the
parties relating to this Agreement (including, but not limited to, the Transfer
Deed), constitutes the entire agreement between the parties relating to the
subject matter of this Agreement.
10. ASSIGNMENT
Subject to the provisions of Clause 15, neither party shall be entitled to
assign any of its rights under this Agreement without the prior written consent
of the other party.
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11. ACCOUNT DETAILS
11.1 Delivery of the Shares to the Purchaser shall be made as set forth in
Clause 3.2.
11.2 Payments to the Vendor in Euro shall be made to the account, details of
which will be separately advised by the Vendor to the Purchaser on or
prior to the Effective Date.
12. CONFIDENTIALITY
The parties agree that this Agreement (both as to its existence and as to its
terms and conditions) shall be treated as confidential, and save as may be
required by the Paris Stock Exchange or otherwise pursuant to any law or
regulatory requirement, may not be disclosed to any third party other than the
Bank and each party's and the Bank's respective professional advisers.
13. COUNTERPARTS
This Agreement may be executed in any number of counterparts and by the parties
on separate counterparts each of which when executed shall constitute an
original of this Agreement but all of which shall together constitute one and
the same instrument.
14. GOVERNING LAW AND JURISDICTION
14.1 This Agreement shall be governed by and construed in accordance with the
laws of England and Wales.
14.2 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 that accordingly any
proceedings, suit or action ("PROCEEDINGS") arising out of or in
connection with this Agreement may be brought in such courts. The parties
irrevocably waive any objection to such Courts being nominated and agree
not to claim that such Courts are not a convenient or appropriate forum.
The submission to the non-exclusive jurisdiction of the English Courts
shall not limit the rights of either party to take Proceedings against
the other in any other court of competent jurisdiction, nor shall the
taking of Proceedings in one jurisdiction preclude the taking of
Proceedings in any other jurisdiction if and to the extent permitted by
applicable law.
14.3 For the purposes of Clause 14.2, the Vendor appoints Trusec Limited of ▇
▇▇▇▇'▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ to act as its agent for service of
process in connection with any Proceedings and undertakes promptly to
notify the Purchaser if such person ceases to act as its agent for
service of process and to provide details of its successor agent for
service of process.
Any notice to the Vendor shall be copied to each of the following at the
details specified below (or at such other details as such person(s) may
notify in writing to the Purchaser from time to time):
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
c/o Trader Classified Media ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
56 Route de Vandoeuvres Boston
1253 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
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Fax: ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Attention: F. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇
PROVIDED THAT failure to give any copy notice to any of the above persons
shall not invalidate the notice served on the Vendor.
15. DEMERGER
15.1 The parties acknowledge that a statutory demerger (juridische splitsing)
of the Vendor (the "DEMERGER") is contemplated pursuant to which the
rights and obligations of the Vendor relating to the Shares shall be
transferred by operation of law to Jactmac Media B.V.
15.2 The Purchaser consents to the Demerger and agrees in advance to the
substitution, effective of the effectiveness of the Demerger, of Jactmac
Media B.V. for the Vendor as a party hereunder.
15.3 The Purchaser further agrees that it will not initiate any proceedings in
the Dutch courts in opposition to the Demerger under section 2:334L of
the Netherlands Civil Code or seeking to nullify the Demerger under
section 2:334u of the Netherlands Civil Code.
15.4 The Purchaser further agrees:
15.4.1 for the benefit of ▇▇▇ Rubicon I B.V., that it will not ever
assert any claim against ▇▇▇ Rubicon I B.V. for liabilities
arising out of this Agreement on the basis of section 2:334t of
the Netherlands Civil Code and that all claims for liabilities
arising under this Agreement will be made against Jactmac Media
B.V.; and
15.4.2 for the benefit of ▇▇▇ Rubicon II B.V., that it will not ever
assert any claim against ▇▇▇ Rubicon II B.V. for liabilities
arising out of this Agreement on the basis of section 2:334t of
the Netherlands Civil Code and that all claims for liabilities
arising under this Agreement will be made against Jactmac Media
B.V.
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SIGNATURES
THE VENDOR
FLOSCULE B.V.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------
THE PURCHASER
CREDIT AGRICOLE LAZARD FINANCIAL PRODUCTS BANK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
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