DATED 1st July 1999
WINCROFT INC
-AND-
A M INVESTMENTS LTD
AGREEMENT
For the sale and purchase of shares in
WINCROFT (UK) LIMITED
Contents
Clause Heading Page
1. Interpretation 1
2. Conditions *
3. Sale of Shares *
4. Consideration *
5. Completion *
6. Announcements *
7. Waivers, Releases etc. *
8. Further Assurance *
9. Exceptions & Limitations *
10. General *
11. Notices *
12. Governing Law and Jurisdiction *
13. Whole Agreement *
14. Counterparts *
Schedule
1. Particulars of the Company *
AGREEMENT
DATED 1st JULY 1999
BETWEEN:
(1) Wincroft Inc ("The Vendor"); and
(2) A M Investments Limited ("the Purchaser").
WHEREAS:
(A) Wincroft (UK) Limited (hereinafter referred to as "the
Company") particulars of which are set out in Schedule 1 is
a private company limited by shares duly incorporated under
the laws of England and Wales.
(B) The Company is currently dormant.
(C) The Vendor is the beneficial owner of and able to procure
the transfer of all the issued shares in the capital of the
Company (hereinafter together referred to as "the Shares").
(D) It has been agreed that the Vendor shall sell and the
Purchaser shall buy the Company for a consideration of 2
British Pounds.
IT IS HEREBY AGREED as follows:
I. INTERPRETATION
1.1 In this Agreement-.-
1.1.1. unless the context otherwise requires.
"the Accounts" The audited balance sheets and profit and loss
accounts of the Company at and for the period
ended 31-05-97 copies of which have been
initialled for the purpose of identification
only by the parties together with the notes
thereto the Directors' and Auditors' reports
and statements as to the source and
application of funds
"Agreed Form" The form agreed between the parties and
initialled by or on their behalf for the
purpose of identification only
"this Agreement" The within written agreement together with the
documents referred to herein
"the Companies Acts" The Companies Acts as defined in Section 744
of the Companies Xxx 0000 together with the
Business Names Xxx 0000 the Insolvency Xxx
0000 the Company
Directors Disqualification Xxx 0000 and the
Companies Xxx 0000
"the Company" Shall have the meaning ascribed thereto in Recital(A)
"Completion" The due date completion in accordance with Clause 5 of
all matters requiring to be carried out hereunder
"the Completion Date" 1st JULY 1999
"the Shares" Shall have the meaning ascribed thereto in Recital(C)
1.1.2 References to any provision of any Act or treaty or to
statutory provisions shall include any modification
extension or reenactment thereof and any amendments made
thereto and also any corresponding provision in any
repealed enactment and shall also include any
instruments rules or regulations made at any time
thereunder or in relation thereto.
1.1.3 References to the singular shall except where the
context otherwise requires include the plural and vice
versa.
1.1.4 References to any gender shall include a references to
all genders.
1.1.5 References to Recitals, Clauses and Schedules are to
recitals, clauses and schedules in this Agreement and
references to this Agreement shall include the Recitals
and Schedules.
1.1.6 Headings in this Agreement are for convenience only and
no account shall be taken of headings in construing this
Agreement.
2. SALE OF SHARES
2.1 The Vendor shall sell and the Purchaser shall purchase the
Shares with full title guarantee on the date hereof
free from all encumbrances with all rights attached
and all accrued benefits together with all dividends
and other distributions declared made
or paid in respect thereof after the date hereof
2.2 The Vendor hereby waives any pre-emption or other
similar right which it may have and agrees to procure
the waiver of any such rights held by any other
person either under the Articles of
Association of the Company or otherwise in relation to
the Shares.
2.3 The Purchaser shill not be obliged to complete the purchase
of any of the Shares unless the purchase of all the Shares
is completed simultaneously in accordance with this
Agreement Provided that the failure of the Vendor to
complete the sale and purchase of the
Shares in accordance herewith shall not relieve the Vendor
from its obligations hereunder.
2.4 The Vendor hereby irrevocably authorises the Purchaser
(pending registration of the transfer or transfers of
the Shares) to exercise all rights of voting or
similar or other rights in respect of the Shares in
such way as the Purchaser (or its nominees) may in the
Purchaser's absolute discretion decide and,
in particular, but without prejudice to the generality
of the foregoing to appoint any proxy or proxies to vote
on behalf of the Vendor in respect of the Shares at any
general meeting of the Company.
3. CONSIDERATION
The sale considered to be provided by the Purchaser to the
Vendor for the said sale and purchase of the Shares shall be
the sum of 2 British Pounds.
4. COMPLETION
4.1 Completion shall take place on the date hereof at the
registered office of the Vendor when the following steps
shall be taken in the order in which they are listed:-
4.1.1 The Vendor shall procure such alterations (if any)
as the Purchaser may require to be made to the
Memoranda and Articles of Association of the
Company.
4.1.2 The Vendor shall deliver or cause to be delivered
to the Purchaser or as the Purchaser may direct:-
(a) Duly executed stock transfer forms in favour
of the Purchaser or its nominee(s) in respect
of all of the Shares together with the
relative share certificates.
(b) The statutory books (including the share
certificate books) minute books and books of
account of the Company duly made up to the
Completion Date together with their respective
Certificates of Incorporation Certificates on
Change of Name and Common Seals and all other
documents books and records relating to the
business and affairs of the Company.
(c) All deeds or other documents of title to the
freehold and leasehold properties owned by any
of the Company.
(d) Copies of all bank mandates and instructions
to and certificates from each of the banks or
other financial institutions with which the
Company or any of the Subsidiaries maintains
accounts.
(e) An irrevocable power of attorney in the Agreed
Form duly executed by the Vendor enabling the
Purchaser pending registration of the transfer
of the Shares to exercise all rights attaching
thereto.
(f)All cheque books of the Company in current
use.
(g)A copy of the Board Minutes of a Meeting of the
Directors of the Vendor resolving to enter
into this Agreement.
(h)All insurance policies belonging to the
Company.
4.1.3 The Vendor shall procure a meeting of the Board
of Directors of the Company to be held at which
inter alia:-
(a) The registration of the Purchaser or its
nominee(s) as members of the Company in
respect of all the Shares shall be approved
subject only to the production of duly
stamped share transfers.
(b) Such persons as the Purchaser may nominate
shall be appointed additional Directors of
the Company.
(c) Such new mandates shall be given to the
bankers of the Company as the Purchaser may
require.
4.1.4 The Vendor shall procure the release of all
guarantees in relation to any obligations of the
Vendor or other obligations of a like nature
given by the Company.
4.1.5 The Vendor shall repay and procure the repayment
of all sums (if any) owed to the Company by the
Vendor.
4.1.6 Against compliance with the above the Purchaser
shall deliver the consideration.
5. ANNOUNCEMENTS
5.1 The Purchaser and/or the Vendor and save as required by
law no announcement shall be made by any or the parties
hereto regarding the sale of the Shares or any other of
the terms of this Agreement expect by mutual agreement
between the parties. Pending any announcement each
party hereto shall use its best endeavours to keep the
same confidential.
5.2 Save as required by law the Vendor hereby undertakes to
the Purchaser that it will not at any time hereafter
divulge or communicate to any person (other than to
officers or employees of the Company whose province it
is to know the same or on the instructions of the Board
of Directors of the Company) and details of this
Agreement or any information concerning the business,
accounts. financial or contractual arrangements or
other dealings transactions or affairs of the Company
of which they may be or become aware.
6. WAIVERS, RELEASES ETC
6.1 All rights expressly conferred by or under this
Agreement upon the Purchaser shall be additional to and
without prejudice to all other rights and remedies
available to it whether under this Agreement or
otherwise. No exercise or delay in exercise or lack of
exercise of any of the rights in this Agreement shall
constitute a waiver by the Purchaser of any rights or
remedies available to it.
6.2 The Vendor shall on Completion procure the absolute and
unconditional release of each of the Company from all
guarantees, suretyships, indemnities and like
undertakings given by the Company in respect of any
obligations of any person other than the Company and
shall fully and effectively indemnify and keep
indemnified the Purchaser from and against any and all
costs, claims, demands or liabilities incurred or
arising from any such guarantees, suretyships,
indemnities and like undertakings.
7. FURTHER ASSURANCE
This Agreement shall notwithstanding Completion remain in full
force and effect in regard to any of the provisions thereof
remaining to be performed or carried into effect and in regard to
all representations, warranties, covenants. undertakings,
indemnities and other obligations contained or referred to
herein. Notwithstanding Completion the Vendor shall execute such
further documents and do at its own expense all such other acts
and things as shall reasonably be required by the Purchaser for
giving the Purchaser the full benefit of this Agreement and to
deal with any claim or other matter outstanding at the Completion
Date.
8. EXCEPTIONS AND LIMITATIONS
8.1 The Vendor shall not be under any liability in respect
of this Agreement arising out of or in connection with
any matter of fact of which the Purchaser is or has
been aware whether by reason of any investigation into
the affairs of the Company by the Purchaser or
otherwise.
8.2 The Vendor shall not be under any liability in respect
of any act matter or thin,, done or effected or any
omission or default made at any time by or with the
approval or consent of or at the request or
recommendation of the Purchaser and no claim may be
made in respect thereof.
8.3 No claim of any kind shall arise by reason of the fact
that any losses of any kind of the Company shall not be
capable of being carried forward by way of relief for
tax purposes.
8.4 The Purchaser hereby covenants to procure that except
as provided in this Agreement neither itself nor the
Company shall make any claim or take any proceedings
against any directors of the Company at any time in
respect of any matter or thing or omission occurring up
to and including the date hereof.
8.5 In relation to any loss or damage against which the
Company is insured (or would have been insured had all
policies in force at the Completion date been in force
thereafter) no claim shall be made against the Vendor
in respect of such loss or damage unless and until an
appropriate claim shall have been made in respect
thereof to the insurers in question and if the
Purchaser or the Company recovers or is paid any moneys
in respect of any loss or damage or other matters in
relation to which the Vendor has paid money to the
Purchaser or the Company under this Agreement an amount
equal to the sum so recovered or paid shall be
reimbursed to the Vendor.
8.6 The Vendor shall not be liable for any breach of this
Agreement to the extent that the facts or matter or
information constituting such breach are actually known
to the Purchaser and the Purchaser shall have no right
to rescind this Agreement in respect of any such facts,
matters or information.
9. GENERAL
9.1 The rights under this Agreement and all other documents
executed pursuant to this Agreement shall ensure for
the benefit of the Purchaser and its successors and/or
assigns.
9.2 Time shall be of the essence of this Agreement both as
regards any times, dates and periods specified herein
and any such times, dates or periods which by Mutual
written agreement are substituted therefor.
9.3 Each of the parties shall bear its own costs in
relation to the preparation, execution and completion
of this Agreement. For the avoidance of doubt
all stamp duty payable under this Agreement will be
paid by the Purchaser.
9.4 Save as expressly provided all payments to be made
hereunder by the Purchaser to the Vendor shall be made
free from any right or set off or similar right.
10. NOTICES
10.1 Any notice given by any party to any other for the
purposes of this Agreement shall be sufficiently given
if delivered by hand or sent by airmail prepaid post or
facsimile transmission to that party at its registered
office for the time being. Any notice sent by post as
aforesaid shall be deemed to be given on the fourth
business day after posting and in proving service in
such manner it shall be sufficient to prove that the
envelope containing such notice was properly addressed
and posted as an airmail pre-paid letter. Any notice
delivered by hand or sent by facsimile transmission as
aforesaid shall be deemed to be given when received, if
so delivered or sent within business hours on a
business day at the place of receipt, and otherwise
shall be deemed to be given at 10:00 am on the next
business day provided that in the case of a facsimile
transmission confirmation of satisfactory transmission
is printed by the machine of despatch.
11. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of England and Wales
and the English courts shall have non-exclusive jurisdiction in
relation to any dispute with respect to the subject matter or
construction of this Agreement.
12. WHOLE AGREEMENT
This Agreement represents the entire agreement between the
parties and (to the extent permitted by law) supersedes all prior
representations, agreements and understandings in respect of the
subject matter of this Agreement.
13. COUNTERPARTS
This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original, and which together shall
constitute one and the same Agreement.
IN WITNESS whereof the parties hereto have signed this instrument
as their deed in manner hereinafter appearing.
Signed by )
Xxxxx Xxxxxx )
a duly authorised Director ) /s/ Xxxxx Xxxxxx
for and on behalf of )
Wincroft Inc )
Signed by )
Xxxxx Xxxxxxxxx )
A duly authorised Director ) /s/ Xxxxx Xxxxxxxxx
For an on behalf of )
A M Investments Ltd )
