Base Put Equity Value. As it relates to Xx. Xxxxx’ Put Options, the Base Put Equity Value (BPEV) in Euro is defined according to the following formula: BPEV = [40 % x 1.50 x Sales n] + [60 % x 8.50 x ((EBITDA n + EBITDA n-1) x 0.5)] + Cn Where: • Sales is defined as the consolidated net turnover as per section 9.6 below; • EBITDA is defined as the consolidated “Earning before interest, tax, depreciation and amortization” as per section 9.7 below; • Cn is defined as the consolidated net cash position (if positive) or net debt position (if negative) excluding Insurance Working Capital as further described in section 9.3 below; • n is defined as the last Financial Year ending December 31 before Cessation date; and • n-1 is defined as the Financial Year ending December 31 before year n. The following table illustrates the methodology to compute the Base Put Equity Value as of 30/06/09 on the basis of December 2007 and December 2008 Aggregates.
Base Put Equity Value. As it relates to Xx. Xxxxx’ Put Options, the Base Put Equity Value (BPEV) in Euro is defined according to the following formula: BPEV = {[40% x 1.50 x Sales n] + [60% x 8.50 x ((EBITDA n + EBITDA n-1) x 0.5)] + Cn} + WCEqVn Where: • Sales is defined as the consolidated net turnover as per section 9.6 below; • EBITDA is defined as the consolidated “Earning before interest, tax, depreciation and amortization” as per section 9.7 below; • Cn is defined as the consolidated net cash position (if positive) or net debt position (if negative) excluding Insurance Working Capital as further described in section 9.3 below; and • n is defined as the last Financial Year ending December 31 before Cessation date; • n-1 is defined as the Financial Year ending December 31 before year n; and • WCEqVn is defined as the valuation of the 49.90% share capital owned by GS & Cie in WGS Ré computed with the R at Financial Year end n and as further described in section 8.3 below. For the avoidance of doubt, WCEqV should only be taken in the BPEV formula if neither the Xxxxxx Gras Savoye Ré Call nor the Xxxxxx Gras Savoye Ré Put has been exercised before the Calculation Date of BPEV. Should the Cessation occur in the 2010 calendar year, it is agreed by the Parties that: • The Sales Aggregate will be computed based on GSC’s consolidated and audited accounts as at December 31, 2009; and • The EBITDA Aggregate will be computed based on GSC’s consolidated and audited accounts as at December 31, 2009 and December 31, 2008; and • The C Aggregate will be computed as the sum of the C Aggregate of GSC’ consolidated and audited accounts as at December 31, 2009 plus the C Aggregate of the statutory (i.e social) unaudited accounts of Topco as at December 31, 2009 plus the C Aggregate of the statutory (i.e social) unaudited accounts of Bidco as at December 31, 2009. Should statutory (i.e social) unaudited accounts of Topco and Bidco not be available, then Topco and Bidco C amount at Closing should be used. The following table illustrates the methodology to compute the Base Put Equity Value as of 30/06/09 on the basis of December 2007 and December 2008 Aggregates. Base Put Equity Value (BPEV) Date of calculation for the illustration: Exercised 2nd quarter of 2009 Financial data Aggregate €m Source Sales 2008 353,9 Calculation section 9.6 EBITDA 2007 57,3 Calculation section 9.7 EBITDA 2008 58,7 Calculation section 9.7 C 2008 4,3 Calculation section 9.3 WCEqVn 18,9 Calculation section 8.3 Calculati...
