Exhibit 4.2
OPEN JOINT STOCK COMPANY
LONG-DISTANCE AND INTERNATIONAL TELECOMMUNICATIONS ROSTELECOM
(as seller)
and
CLOSED JOINT STOCK COMPANY
RAIFFEISENBANK AUSTRIA
(as buyer)
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STOCK SALE AND PURCHASE AGREEMENT
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STOCK SALE AND PURCHASE AGREEMENT
No. 438-03-4
This Stock Sale and Purchase Agreement ("Agreement") is made on this 22 day of
October 2003 in Moscow by and between:
(1) Closed Joint Stock Company "Raiffeisenbank Austria" (the "Buyer")
established under the laws of Russian Federation, acting on the basis of
Brokerage Agreement dated September 08, 2003 # 70066 (concluded between the
Buyer acting as a broker and a client of the Buyer (the "Client"),
represented by Xxxxxx X. Xxxxxxxx, Chairman of the Board, acting on the
basis of the Charter, and
(2) Open Joint Stock Company Long-Distance and International Telecommunications
"Rostelecom" (the "Seller") organised in accordance with the laws of the
Russian Federation represented by Xx. Xxxxxx Xxxxxxxxx Xxxxxxxxxx, General
Director, acting on the basis of the Charter,
(together, the "Parties" and separately, a "Party").
THE PARTIES AGREE as follows:
1. SUBJECT OF AGREEMENT
The Seller agrees to transfer title to and the Buyer, acting in its own name and
at the expense of the Client, agrees to accept and pay for 669 554 (six hundred
sixty nine thousand five hundred fifty four) common registered non-documentary
shares of the third issue in the Open Joint Stock Company "RTC-Leasing" (state
registration number of the issue: 1-03-01154-N of 21 February 2002), nominal
value 10 Rubles per share (the "Shares"), comprising, as rounded to one
thousandth of percent, 16,038 (sixteen 38/1000) percent of the charter capital
of Open Joint Stock Company "RTC-Leasing" (the "Company"), on the terms and
conditions of this Agreement.
2. transfer of title
(1) All rights to the Shares shall be transferred to the Buyer as of the
moment of making the entry in the register of shareholders of the
Company (the "Shareholders' Register") from the Seller's name to the
Buyer's name.
(2) The Seller shall file the transfer order in respect of the Shares in
accordance with legislation of the Russian Federation in force and
requirements of the registrar (the "Registrar") maintaining the
Shareholders' Register as well as any documents to be presented to
transfer the rights to the Shares with the Shareholders' Register,
within 5 (five) business days from the execution date of this
Agreement.
(3) The Seller shall provide the Buyer with the Registrar's notice (the
"Registrar's Notice") of transfer of the title to the Shares to the
Buyer. If the Seller is unable to provide the Seller with the
Registrar's Notice within five (5) business days following the date of
transfer of the title to the Shares to the Buyer, the Seller shall,
(i) without delay, notify the Buyer of this fact, and provide the
Buyer with a copy of the Sellers' request for the Registrar's Notice
delivered to the Registrar, and (ii) use any and all possible efforts
to furnish or make available to the Buyer, at the Seller's cost and
expense, information of the Registrar duly executed and signed by an
authorised representative of the Registrar, received by request of the
Company, with a statement that the Buyer is a registered person in
respect of the Shares in accordance with the Shareholders' Register.
Notwithstanding any provisions herein to the contrary, the Buyer shall
request the Registrar for a extract from the Shareholders' Register
within three (3) business days of receipt of the notice of the Seller
mentioned in section (i) of clause 2 (3) hereof.
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3. PAYMENTS
(1) The Buyer shall pay to the Seller for the transfer of title to the
Shares the amount (the "Purchase Price") of 438 518 519 (four hundred
thirty eight million five hundred eighteen thousand five hundred
nineteen) Russian rubles within 2 (two) business days (i) following
the date of receipt of the Registrar's Notice by the Buyer, or (ii)
from the date on which the Buyer receives the information of the
Registrar as set out in section (ii) of clause 2 (3) of this
Agreement, or (iii) following the date on which the Buyer receives the
extract from the Shareholders' Register stating that the Buyer is a
registered person in respect of the Shares in accordance with the
Shareholders' Register, whichever shall occur earlier.
(2) Amounts to be paid under this Agreement shall be paid by bank transfer
to the relevant account set out at the end of this Agreement. The
Seller's obligation to pay the Purchase Price or any part of the
Purchase Price shall be considered to have been fulfilled as of the
moment when (i) the monetary funds are credited to the Buyer's bank
account if a fund transfer is executed over Parties' accounts open
within a credit institution, or (ii) in any other cases, when the
monetary funds are credited to the correspondent account of the credit
organization servicing the Buyer's bank account.
(3) All payments hereunder shall be effected in the Russian rubles.
4. DEFAULT
If the Seller has committed a material breach of provisions of this
Agreement and such breach remains uncured for thirty (30) calendar days as
of the date of receipt by the Seller of the Buyer's notice, then the Buyer,
by written notice to the Seller and without recourse to courts, may at its
discretion either proceed with the fulfillment of this Agreement or
terminate this Agreement pursuant to clause 5 of this Agreement.
If:
o The Buyer fails to pay any sum due from it as specified in this
Agreement; or
o any representation or warranty made by the Buyer in this
Agreement is or proves to have been incorrect or misleading when
made, provided that such incorrect or misleading representation
or warranty has a material adverse effect on the Buyer 's ability
to duly perform its obligations and/or on the rights of the
Seller hereunder; or
o the Buyer is unable to make payments under this Agreement as they
fall due, or any steps are taken by the Buyer, any Russian agency
or any third party for the liquidation of or for the appointment
of a receiver, administrator or similar official of the Buyer; or
o the Buyer has committed a material breach of provisions of this
Agreement and such breach remains uncured for thirty (30)
calendar days as of the date of receipt by the Buyer of the
Seller's notice;
then, and in any such case, the Seller, by written notice to the Buyer and
without recourse to courts, may at its discretion either proceed with the
fulfillment of this Agreement or terminate this Agreement pursuant to
clause 5 of this Agreement.
5. TERMINATION AND INDEMNITY
(1) Upon termination of this Agreement by either Party, each Party shall
be required to return to the other Party everything received from the
other Party. For the avoidance of doubt, upon termination by either
Party, the Buyer shall transfer the Shares back to the Seller, and the
Seller shall return to
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the Buyer the amounts paid towards the Purchase Price by the Buyer, in
addition to any indemnity provisions set out below.
(2) If any Party terminates this Agreement pursuant to clause 4 (1) or 4
(2) of this Agreement, the other Party shall indemnify the terminating
Party against all its reasonable costs relating to the negotiation,
preparation, signing, or termination of this Agreement.
(3) Upon termination as provided by clause 4 (1) or 4 (2) hereof, this
Agreement shall be of no further force or effect, and no Party shall
have any further obligation for further performance of this Agreement
or any of its terms, except for clauses 5, 8, 10, 12 and 13 hereof,
which shall survive the termination of this Agreement.
(4) The Seller and the Buyer agree that:
- The Buyer shall be liable to indemnify and hold harmless the
Seller from and against losses in full, including those
associated with any claims, losses, liabilities, damages,
reasonable costs and reasonable expenses, arising out of the
termination of this Agreement pursuant to clause 4 (2) hereof.
Money becoming due from the Buyer to the Seller under the
indemnities contained in this clause shall be paid on demand made
by the Seller and shall be paid together with interest thereon at
double interest rate of the Central Bank of the Russian
Federation from the date of demand to the date of payment by the
Buyer to the Seller, and
- Upon termination of this Agreement by either Party, each Party
shall be required to return to the other Party everything
received from the other Party. For the avoidance of doubt, upon
termination by either Party, the Buyer shall transfer the Shares
back to the Seller, and the Seller shall return to the Buyer the
amounts paid towards the Purchase Price by the Buyer, in addition
to any indemnity provisions set out below.
6. FORCE MAJEURE
(1) The parties shall not be liable for the consequences of any delay,
failure or inability to discharge an obligation under this Agreement
for reasons beyond their reasonable control. Such events will include,
but not be limited to any law, order, regulation or threat of any
governmental or other authority prohibiting activities which are the
subject of this Agreement, or actions of the Registrar which prevent
completion of this Agreement (a "Force Majeure Event").
(2) If either Party becomes aware of a Force Majeure Event it shall, on
becoming so aware, notify the other Party of the event.
(3) If a Force Majeure Event causes a delay in the performance of this
Agreement the Parties may agree to terminate this Agreement.
7. WARRANTIES
(1) The Seller and Buyer represent and warrant that they have the
requisite power to enter into this Agreement and perform their
obligations under this Agreement and that this power is duly
established and not in violation of any agreements or the legislation
of the Russian Federation.
(2) The Seller represents and warrants that it has the requisite power to
dispose of the Shares, and the Seller is the owner of the Shares.
(3) The Seller represents and warrants that the Shares are free and clear
from any third party lien, charge interest or encumbrance or other
Shares interest.
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(4) The Buyer represents and warrants that Brokerage Agreement dated
September 08, 2003 # 70066 concluded between the Buyer and the Client
provides that the broker shall perform any securities transactions
with third persons in its own name and at the expense of the Client.
(5) The Buyer represents and warrants that it has duly opened and
maintains an account with the Registrar in order to receive the Shares
upon their transfer from the Seller.
(6) The Parties hereby acknowledge that their respective representations
and warranties set out in this Clause 7 are true, accurate and not
misleading as of the date of signing of this Agreement; such
representations and warranties shall be deemed repeated in full at (i)
the date of the transfer of title to the Shares, and (ii) except for
the representations and warranties made by the Seller in clauses 7 (2)
and 7 (3) hereof, the date of payment of the Purchase Price.
8. CONFIDENTIALITY
(1) Neither Party shall disclose any information about the other Party
obtained as a result of, or in connection with, entry into this
Agreement, except as provided for in this Agreement or where required
by the Client or according to applicable legislation or any court
order or when required to do so by any fiscal or regulatory body.
(2) No public announcement, communication or circular concerning the
transactions referred to in this Agreement may be made or dispatched
at any time by either Party without having first obtained written
consent of the other Party, which must not unreasonably withhold or
delay giving consent.
9. ASSIGNMENT
Neither Party may assign or transfer any of its rights and obligations under
this Agreement without the prior written consent of the other Party.
10. NOTICES
Except as otherwise expressly provided in this Agreement, all notices shall be
in writing and mailed, telecopied or hand delivered to the address set out below
in this clause 10. All such notices shall be effective when received by the
receiving Party.
With respect to the Buyer to:
ZAO Raiffeisenbank Austria
Russian Federation
129090 Xxxxxx
00/0 Xxxxxxxxxx
Fax: (000) 000 00 00
Attn: Head of Securities Operations and Custody Service Dept.
With respect to the Seller to:
OAO Rostelecom
Russian Federation
125047 Xxxxxx
00, xx. 0xx Xxxxxxxxx-Xxxxxxxx
Fax: (000) 000 0000
Attn: Finance Director
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11. FURTHER ASSURANCE
Each Party shall, at its own expense, promptly take such steps and execute such
documents as shall be necessary or desirable to give effect to the provisions of
this Agreement.
12. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with legislation
of Russia. Any dispute arising under this Agreement shall be resolved
exclusively through the International Commercial Arbitration court at the
Chamber of Commerce and Industry of the Russian Federation, Moscow, Russian
Federation without resort to other courts.
13. MISCELLANEOUS
(1) Each of the Parties shall pay its own expenses which may arise in
connection with this Agreement as well as expenses relating to the
negotiation, preparation, signing and implementation by the Parties of
this Agreement and of all other documents referred to in it.
(2) Amendments and additions to this Agreement will only be valid if they
are in written form and signed by duly authorized representatives of
both Parties.
(3) This Agreement is valid from the date of its signing by both Parties
and shall be valid until all obligations of the Parties under it have
been fulfilled or the Agreement is terminated by the agreement of both
Parties or in accordance with clause 4 of this Agreement.
(4) This Agreement is made in two originals, one for each Party. The
originals of the Agreement shall have equal legal force.
(5) In the event of any inconsistency between the English and Russian
texts of this Agreement, the Russian shall prevail.
On behalf of the Seller: On behalf of the Buyer:
Authorized Signatory: Authorized Signatory:
_______/signed/____________ _______/signed/___________
S.I. Xxxxxxxxxx Xxxxxx X. Xxxxxxxx
General Director Chairman of the Board
Authorized Signatory: Authorized Signatory:
_______/signed/____________ _______/signed/___________
X.X. Xxxxxx X.Xx. Soukhoveeva
Chief Accountant Chief Accountant
[Seal] [Seal]
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