Exhibit 10.2
AMENDED AND RESTATED SHAREHOLDER AGREEMENT
THIS AMENDED AND RESTATED SHAREHOLDER AGREEMENT (the "Agreement"), dated as
of March 30, 2001, is among RMH Teleservices, Inc., a Pennsylvania corporation
(the "Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇
▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a
"Shareholder" and collectively, the "Shareholders").
WHEREAS, prior to its dissolution, each of the Shareholders was a member,
and together all of the Shareholders constituted all of the members, of R-T
Investors, LLC, a Nevada limited liability company ("R-T Investors"); and
WHEREAS, R-T Investors was a party to that certain Shareholder Agreement
dated of March 28, 2000 between the Company and R-T Investors (the "Original
Agreement"); and
WHEREAS, R-T Investors on June 2, 2000 distributed to the Shareholders all
of the shares of the Company's common stock, no par value ("Common Stock") held
by R-T Investors at the time of such distribution, and R-T Investors has
dissolved and ceased to exist as of December 6, 2000; and
WHEREAS, pursuant to the terms of the Original Agreement, the Shareholders
have agreed to become parties to this Agreement as successors in interest to R-T
Investors.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and intending to be legally bound hereby, the parties hereto
agree as follows:
ARTICLE I
Definitions
1.1 Definitions. Unless otherwise specified all references to "days" shall
be deemed to be references to calendar days. For purposes of this Agreement, the
following terms shall have the following meanings:
(a) Affiliate. An "Affiliate" of a Person shall have the meaning set
forth in Rule 12b-2 of the Exchange Act as in effect on the date hereof. In
addition, for purposes of this Agreement, each Shareholder shall each be deemed
to be an Affiliate of each other Shareholder.
(b) Beneficial Owner. A Person shall be deemed to "beneficially own,"
or to have "beneficial ownership" of, Voting Securities as the term "beneficial
ownership" is defined in Rule 13d-3 under the Exchange Act as in effect on the
date hereof; provided that notwithstanding the foregoing a Person shall also
have "beneficial ownership" of securities which such Person has the right to
acquire (irrespective of whether such right is exercisable immediately or only
after the passage of time, including the passage of time in excess of sixty
days) pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants or options, or
otherwise.
(c) Board of Directors. "Board of Directors" shall mean the Board of
Directors of the Company.
(d) CEO. "CEO" shall mean the Chief Executive Officer of the Company.
(e) Excess Shares. "Excess Shares" means, as to any matter being
voted upon by the Company's shareholders, the aggregate Voting Securities of the
Company beneficially owned by the Shareholders and their Affiliates that
represent Voting Power in excess of 32% of the votes entitled to be cast in
respect of such matter.
(f) Exchange Act. "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.
(g) Group. "Group" shall mean a "group" as such term is used in
Section 13(d)(3) of the Exchange Act as in effect on the date hereof.
(h) Independent Director. "Independent Director" means a director of
the Company who is not (apart from such directorship) (i) an officer, director,
Affiliate, employee, shareholder, consultant or partner of a Shareholder or any
Affiliate of a Shareholder or of any entity that was dependent upon a
Shareholder or any Affiliate of a Shareholder for more than 5% of its revenues
or earnings in its most recent fiscal year, or (ii) an officer, employee,
consultant or partner of the Company or any Affiliate of the Company or an
officer, employee, shareholder, consultant or partner of an entity that was
dependent upon the Company or any Affiliate of the Company for more than 5% of
its revenues or earnings in its most recent fiscal year.
(i) Person. "Person" shall mean any individual, group, corporation,
general or limited partnership, limited liability company, governmental entity,
joint venture, estate, trust, association, organization or other entity of any
kind or nature.
(j) Securities Act. "Securities Act" shall mean the Securities Act of
1933, as amended.
(k) Takeover Proposal. "Takeover Proposal" means (i) any tender or
exchange offer, (ii) any other proposal to takeover control of the Company or a
merger, share exchange, other business combination, recapitalization,
restructuring, liquidation or similar transaction involving the Company or any
of its material subsidiaries, or any proposal or offer to acquire in any manner
Voting Securities of the Company representing more than 20% of the Total Voting
Power of the Company or any of its material subsidiaries, a substantial equity
interest in any of the Company's material subsidiaries or a substantial portion
of the assets of the Company or any of its material subsidiaries, (iii) any
waiver or opt out of any anti-takeover statutes or other anti-takeover
provisions applicable to the Company, or (iv) a proposal having similar effect.
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(l) Total Voting Power. The term "Total Voting Power" shall mean the
total combined Voting Power in the general election of directors of the Company,
on a fully diluted basis, of all the Voting Securities then outstanding. For
purposes of determining Total Voting Power under this Agreement, a Voting
Security which is convertible into or exchangeable for a Voting Security shall
be counted as having the greater of (i) the number of votes to which such Voting
Security is entitled prior to conversion or exchange and (ii) the number of
votes to which the Voting Security into which such Voting Security is
convertible or exchangeable is entitled.
(m) Voting Power. The term "Voting Power" shall mean the voting power
of the Voting Securities then outstanding entitled to vote upon any such matter,
and shall be calculated for each Voting Security by reference of the maximum
number of votes such Voting Security is or would be entitled to cast with
respect to such matter.
(n) Voting Securities. "Voting Securities" shall mean, without
duplication, (x) any securities entitled, or which may be entitled, to vote as
to any matter which is the subject of shareholder action and shall include
without limitation the shares of Common Stock, (y) any securities convertible or
exercisable into or exchangeable for such securities (whether or not the right
to convert, exercise or exchange is subject to the passage of time or
contingencies or both), or (z) any direct or indirect rights or options to
acquire any such securities.
1.2 Other Definitions. In addition, the following terms have the
definitions specified in the Sections noted:
Term Section
Agreement recitals
Company recitals
Common Stock recitals
Moving Party 5.4
Original Agreement recitals
Shareholder Representative 4.5
Shareholder(s) recitals
Unaffiliated Shares 4.2
ARTICLE II
Representations, Warranties and Covenants of the Company
The Company represents and warrants to, and covenants and agrees with, the
Shareholders as follows:
2.1 The Company is a corporation validly existing and subsisting under the
laws of the State of Pennsylvania.
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2.2 The Company has full corporate power and corporate authority to make,
execute, deliver and perform this Agreement and to carry out all of the
transactions provided for herein.
2.3 The Company has taken such corporate action as is necessary or
appropriate to enable it to perform its obligations hereunder, and this
Agreement constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.
ARTICLE III
Representations, Warranties and Covenants of the Shareholders
Each Shareholder represents and warrants to, and covenants and agrees with,
the Company that:
3.1 Shareholder is the record and beneficial owner of that number of
shares of Common Stock set forth opposite such Shareholder's name on Exhibit A
attached hereto, and Shareholder owns such shares of Common Stock free and clear
of any lien, pledge, encumbrance, voting agreement or other restriction or
obligation.
3.2 Shareholder has full legal right, power and authority to make,
execute, deliver and perform this Agreement and to carry out all of the
transactions provided for herein.
3.3 Shareholder has taken such action as is necessary or appropriate to
enable it to perform its obligations hereunder, and this Agreement constitutes
the legal, valid and binding obligation of Shareholder, enforceable against
Shareholder in accordance with its terms. No approval, waiver, consent or
clearance is required from any third party or governmental authority in
connection with the execution, delivery or performance of this Agreement by
Shareholder.
ARTICLE IV
Other Covenants and Representations
4.1 Corporate Governance. The Shareholders and the Company agree that the
Board of Directors shall consist (and the Shareholders and the Company shall use
their respective best efforts to cause the Board of Directors to consist) of (i)
two persons designated by the Shareholders and reasonably acceptable to the
Independent Directors and the CEO, (ii) the CEO and (iii) at least three other
persons who are Independent Directors. The Board of Directors will nominate
directors thereafter consistent with the preceding sentence. The provisions of
this paragraph shall terminate in the event the Shareholders and their
Affiliates beneficially own in the aggregate Voting Securities representing less
than 15% of the Voting Power in respect of the general election of directors of
the Company.
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4.2 Restrictions on Business Combinations. The Shareholders agree that
they and their Affiliates will not (and each of the Shareholders agrees that it
will cause its Affiliates not to) consummate any tender offer, exchange offer,
merger or other business combination, recapitalization or similar transaction
involving the Company or any of its subsidiaries unless approved by (i) a
majority of members of a special committee consisting of all of the Independent
Directors and (ii) a majority of the shares voted by holders of shares of Common
Stock (or other Voting Securities) of the Company not owned by the Shareholders
or their Affiliates (the "Unaffiliated Shares") or, in the case of a tender
offer or exchange offer, the offer has a minimum condition that a majority of
the Unaffiliated Shares shall have been validly tendered and not withdrawn and
the offer provides that it will be extended for 10 business days after the
Shareholders have publicly announced that such minimum condition has been
satisfied. In the event of a Takeover Proposal initiated by a third party and
recommended by the Company's Board of Directors, each of the Shareholders agree
that they and their Affiliates will vote the Excess Shares in the same
proportion as the Unaffiliated Shares are voted on such Takeover Proposal.
4.3 Bylaws. The Shareholders and the Company agree that the Company's
bylaws shall be amended to provide that the approval of at least a majority of
the Company's Independent Directors shall be required to approve any amendment
to the articles of incorporation or bylaws of the Company that would contravene
or otherwise alter this Agreement.
4.4 Amendments. The Shareholders and the Company agree that at least a
majority of the Company's Independent Directors shall be required to approve any
amendment to, or waiver of, this Agreement, including amendments of the defined
terms used herein.
4.5 Shareholder Representative.
(a) The Shareholders hereby appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇ ▇▇▇▇▇▇")
as the Shareholder Representative (the "Shareholder Representative"). In the
event ▇▇▇▇ ▇▇▇▇▇▇ shall at any time be unable to, or shall notify the Company
that he is unwilling to, continue to perform the duties of the Shareholder
Representative, the remaining Shareholders shall promptly designate a successor
Shareholder Representative, and in the absence of such an appointment, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ shall serve as the Shareholder Representative. ▇▇▇▇ ▇▇▇▇▇▇ hereby accepts
and agrees to perform his duties as Shareholder Representative provided for
herein.
(b) A decision, act, consent or instruction of the Shareholder
Representative provided for herein, shall constitute a decision of all
Shareholders and shall be final, binding and conclusive upon each such
Shareholder, and the Company may rely upon any decision, act, consent or
instruction of the Shareholder Representative as being the decision, act,
consent or instruction of each and every Shareholder. The Company is hereby
relieved from any liability to any Person for any acts done by them in
accordance with such decision, act, consent or instruction of the Shareholder
Representative, except for liability arising out of fraud, gross negligence, bad
faith or willful default under this Agreement.
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(c) In dealing with this Agreement and any instruments, agreements or
documents relating thereto, and in exercising or failing to exercise all or any
of the powers conferred upon the Shareholder Representative hereunder, (i) the
Shareholder Representative shall not assume any, and shall incur no,
responsibility whatsoever to any Shareholder by reason of any error in judgment
or other act or omission performed or omitted hereunder or in connection with
this Agreement, excepting only responsibility for any act or failure to act
which represents gross negligence or willful misconduct, and (ii) the
Shareholder Representative shall be entitled to rely on the advice of counsel,
public accountants or other independent experts experienced in the matter at
issue, and any error in judgment or other act or omission of the Shareholder
Representative pursuant to such advice shall in no event subject the Shareholder
Representative to liability to any Shareholder. The Shareholders shall
severally indemnify the Shareholder Representative and hold him or her harmless
against any loss, liability or expense incurred without gross negligence or
willful misconduct on the part of the Shareholder Representative and arising out
of or in connection with the acceptance or administration of his or her duties
hereunder. All of the indemnities, immunities and powers granted to the
Shareholder Representative under this Agreement shall survive any termination of
this Agreement.
(d) A decision, act, consent or instruction of a Shareholder
Representative shall constitute a decision of all Shareholders and shall be
final, binding and conclusive upon each of such Shareholders and the Company,
and all other persons may rely upon any such decision, act, consent or
instruction of the Shareholders Representative as being the decision, act,
consent or instruction of each and every such Shareholder. The Company, and all
other persons are hereby relieved from any liability to any person for any acts
done by them in accordance with such decision, act, consent or instruction of
the Shareholders Representative.
ARTICLE V
Miscellaneous
5.1 Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, fax or air courier guaranteeing delivery:
If to the Company, to:
RMH Teleservices, Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chairman of the Board
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
(with copies to):
Wolf, Block, ▇▇▇▇▇▇ and ▇▇▇▇▇-▇▇▇▇▇ LLP
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other person or address as the Company shall furnish to the
Shareholders in writing;
If to the Shareholders, to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
(with copies to):
Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇, Esq.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other person or address as the Shareholders shall furnish to the
Company in writing.
All such notices, requests, demands and other communications shall be
deemed to have been duly given: at the time of delivery by hand, if personally
delivered; five (5) business days after being deposited in the mail, postage
prepaid, if mailed domestically in the United States; when answered back, if
telexed; when receipt acknowledged, if telecopied; and on the business day for
which delivery is guaranteed, if timely delivered to an air courier guaranteeing
such delivery.
5.2 Survival of Representations and Warranties. The representations and
warranties made herein shall survive through the term of this Agreement.
5.3 Legends. If requested in writing by the Company, the Shareholders
shall present or cause to be presented promptly all certificates representing
Voting Securities beneficially owned by the Shareholders or any of their
Affiliates, for the placement thereon of a legend substantially to the following
effect, which legend will remain thereon as long as such Voting Securities are
beneficially owned by a Shareholder or an Affiliate of a Shareholder:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES
LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE ALSO
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SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDER AGREEMENT BETWEEN THE
COMPANY AND THE HOLDERS SPECIFIED THEREIN. A COPY OF WHICH AGREEMENT IS ON FILE
AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SALE, TRANSFER OR OTHER DISPOSITION
OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES
ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.
The Company may enter a stop transfer order with the transfer order with the
transfer agent or agents of Voting Securities against any transfer of Voting
Securities not in compliance with the provisions of this Agreement.
5.4 Enforcement. The Shareholders on the one hand, and the Company, on the
other hand, acknowledge and agree that irreparable injury to the other party
would occur in the event any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached and
that such injury would not be adequately compensable in damages. It is
accordingly agreed that, in addition to any other remedies which may be
available at law or in equity, each party hereto (the "Moving Party") shall be
entitled to specific enforcement of, and injunctive relief to prevent any
violation of, the terms hereof, and the other party hereto will not take action,
directly or indirectly, in opposition to the Moving Party seeking such relief on
the grounds that any other remedy or relief is available at law or in equity.
The parties further agree that no bond shall be required as a condition to the
granting of any such relief.
5.5 Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to the transactions contemplated
hereby. This Agreement may be amended only by a written instrument duly
executed by the parties or their respective successors or assigns.
5.6 Severability. Whenever possible, each provision or portion of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law, rule or regulation in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or portion of
any provision in such jurisdiction, and this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision or portion of any provision shall have been replaced
with a provision which shall, to the maximum extent permissible under such
applicable law, rule or regulation, give effect to the intention of the parties
as expressed in such invalid, illegal or unenforceable provision.
5.7 Headings. Descriptive headings contained in the Agreement are for
convenience only and will not control or affect the meaning or construction of
any provision of this Agreement.
5.8 Counterparts. For the convenience of the parties, any number of
counterparts of this Agreement may be executed by the parties, and each such
executed counterpart will be an original instrument.
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5.9 No Waiver. Any waiver by any party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or any breach of any other provision of this Agreement.
The failure of a party to insist upon strict adherence to any term of this
Agreement on one or more occasions shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term
or any other term of this Agreement.
5.10 Successors and Assigns. This Agreement shall be binding upon the
respective successors and assigns of the parties, provided that the Shareholders
agree that it and its Affiliates shall not transfer any Voting Securities to any
Person who has not agreed in writing to be bound by the terms of the Agreement
as if it were a Shareholder or an Affiliate of a Shareholder. Notwithstanding
the foregoing, each of the Shareholders and their Affiliates shall not be
required to obtain such written agreement from any transferee of Voting
Securities if such transfer is (i) pursuant to a bona fide public offering, (ii)
pursuant to transactions effected in accordance with Rule 144 under the
Securities Act or (iii) a block transfer that will result in the transferee
beneficially owning Voting Securities representing less than 10% of the Voting
Power in respect of the general election of directors of the Company.
5.11 Governing Law. This Agreement will be governed by and construed and
enforced in accordance with the internal laws of the Commonwealth of
Pennsylvania, without giving effect to the conflict of laws principles thereof.
5.12 Further Assurances. From time to time on and after the date hereof,
the Company and the Shareholders, as the case may be, shall deliver or cause to
be delivered to the other party hereto such further documents and instruments
and shall do and cause to be done such further acts as the other party hereto
shall reasonably request to carry out more effectively the provisions and
purposes of this Agreement, to evidence compliance herewith or to assure that it
is protected in acting hereunder.
5.13 Consent to Jurisdiction and Service of Process. Any legal action or
proceeding with respect to this Agreement or any matters arising out of or in
connection with this Agreement, and any action for enforcement of any judgment
in respect thereof shall be brought exclusively in the Court of Common Pleas of
Philadelphia County in the Commonwealth of Pennsylvania or the United States
District Court for the Eastern District of Pennsylvania, and, by execution and
delivery of this Agreement, the Company and the Shareholders each irrevocably
consent to service of process out of any of the aforementioned courts in any
such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, or by recognized international express carrier
or delivery service, to the Company or the Shareholders at their respective
addresses referred to herein. The Company and the Shareholders each hereby
irrevocably waives any objection which it may now or hereafter have to the
laying of venue of any of the aforesaid actions or proceedings arising out of or
in connection with this Agreement brought in the courts referred to above and
hereby further irrevocably waives and agrees, to the extent permitted by
applicable law, not to plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an inconvenient forum.
Nothing
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herein shall affect the right of any party hereto to serve process in any other
manner permitted by law.
5.14 Confidentiality. All information gained by the Company and the
Shareholders regarding the business and affairs of the other shall be kept
confidential, except for information in the public domain, information which was
previously known to the receiving party, or such information as is required, in
the good faith determination of the party's counsel, to be disclosed by any law,
regulation or governmental agency.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first referred to above.
THE SHAREHOLDERS
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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RMH Teleservices, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Executive Officer
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Exhibit A
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Shareholder Name Shares of Common Stock Owned
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 813,000*
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 813,000**
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,154,138
▇▇▇▇ ▇. ▇▇▇▇▇▇ 983,500
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 983,500
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 983,500
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 848,500
* 313,000 of the shares are jointly owned with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
**313,000 of the shares are jointly owned with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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