EXHIBIT 10.2
GECS/CAN.22.1
17 September 1999
Supplemental investment agreement
between
Inveresk Research Group Limited
Xxxxxx Xxxxx and others
and
Candover Investments PLC and others
THIS AGREEMENT IS MADE ON 17 SEPTEMBER 1999
between
(1) INVERESK RESEARCH GROUP LIMITED (registered number 198206) having its
registered office at Elphinstone Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx XX00
0XX ("Xxxxx");
(2) THE PERSONS whose names are set out in Schedule 1 (together the
"Directors" and each a "Director"); and
(3) THE PERSONS whose names and addresses are set out in Schedule 2 (together
the "Investors" and each an "Investor")
WHEREAS
(A) Pursuant to an investment agreement dated 4 September 1999 (the
"Investment Agreement") the Directors and the Investors agreed to invest
in Newco for the purposes of and subject to the terms and conditions of
the Investment Agreement.
(B) The parties have agreed to enter into this Agreement which is
supplementary to the Investment Agreement.
IT IS HEREBY AGREED as follows:
1. Interpretation
1.1 Unless the context otherwise requires, expressions defined in the
Investment Agreement shall have the same meaning in this Agreement.
1.2 Reference to "Recitals", "Clauses" and "Schedules" and to
sub-divisions thereof are to recitals and clauses of and the
schedules to this Agreement and sub-divisions thereof. The Schedules
shall form part of this Agreement.
1.3 The headings in this Agreement are for convenience only and shall
not affect its construction or interpretation.
1.4 Unless the context otherwise requires:
1.4.1 words denoting the singular shall include the plural and vice versa;
1.4.2 words denoting a gender shall include all genders; and
1.4.3 references to persons shall include natural persons, bodies
corporate, unincorporated associations, partnerships, joint
ventures, trusts or other entities or organisations of any kind,
including (without limitation) government entities (or political
subdivisions or agencies or instrumentalities thereof).
2
2. Investor protection
2.1 Newco hereby agrees with and undertakes to the Investors that it shall,
so far as within its power, not permit any act or omission to occur
between the execution of this Agreement and Completion which would
require the consent of the Investors under the Agreement or the consent
of holders of A Ordinary Shares under the Articles if the Articles had
been adopted at the date of this Agreement.
2.2 Each of Messrs Xxxxx and Xxxxxx hereby agrees with and undertakes to
the Investors that he shall, so far as within his power, not permit any
act or omission to occur between the execution of this Agreement and
Completion which would require the consent of the Investors under the
Agreement or the consent of holders of A Ordinary Shares under the
Articles if the Articles had been adopted at the date of this Agreement
without first consulting the Investors provided that no consent of the
Investors or the holders of A Ordinary Shares shall be required in
connection with any such act or omission.
3. Amendment of Investment Agreement
The Investment Agreement shall be amended:
3.1 by the addition to Schedule 3 of the Agreement of the following as a
new paragraph 9:
"9. There having been no breach of clause 2 of the supplemental
subscription agreement dated 17 September 1999 between the
parties thereto." and
3.2 by the addition to Schedule 4 of the Agreement of the following
additional warranties:
"7. So far as the Warrantors are aware, since execution of the
supplemental subscription agreement dated 17 September 1999
between the parties thereto:
7.1 Newco has not undertaken any trading and has not incurred any
new liabilities of any nature whatsoever whether actual or
contingent;
7.2 Newco has not become engaged in and is not about to initiate
any litigation or arbitration and, so far as the Directors are
aware, no such litigation or arbitration is pending or
threatened against Newco;
7.3 Newco has not taken any corporate action nor have any steps
been taken or legal proceedings been started or threatened
against it for winding up, dissolution or reorganisation or
for the appointment of a receiver or administrative receiver
or any administrator, trustee or similar officer of it or of
any of its assets or revenues;
7.4 No mortgages, charges, liens, encumbrances or other security
interests (save for liens and retentions of title arising
automatically by operation of law or in the ordinary and usual
course of business) subsist over the undertaking or assets of
Newco;
3
7.5 None of the directors of Newco has been given any service
contract with Newco or any member of the Group other than the
Directors' Service Contracts;
7.6 No options have been granted or agreements entered into which
call for the issue of or accord to any person the right to
call for the issue of any shares in the capital of Newco; and
7.7 Newco has not had (and will not following completion of the
transactions envisaged in this Agreement have) any interest in
the shares of any company other than the Targets."
3.3 by the addition to Schedule 4 at the end of the paragraph commencing
with the words "The Warranties in this Schedule 4" the following:
"... and the Warranties contained in paragraph 7 shall be deemed to be
given by each of Xxxxxxx Xxxxxx and Xxxxxx Xxxxx only."
4. Fees and expenses
All legal and accountancy fees (plus any expenses and VAT) of the
Investors in relation to this Agreement shall be for the account of
Newco and shall be payable on the date of completion of the Investment
Agreement.
5. Counterparts
This Agreement may be executed in any number of counterparts by the
different parties hereto on separate counterparts, each of which when
executed and delivered shall constitute an original, but all of which
shall together constitute one and the same instrument.
6. Applicable Law
This Agreement shall be governed by and construed in accordance with
English law and all the parties hereto irrevocably submit to the
non-exclusive jurisdiction of the High Court in London as regards any
claim, dispute or matter arising out of or relating to this Agreement
or any of the documents to be executed pursuant to it.
AS WITNESS WHEREOF this Agreement has been executed on the date first above
written.
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Schedule 1
The Directors
Xxxxxx Xxxxx
Ian Sword
Xxxxxxx Xxxxxx
5
Schedule 2
The Investors
Name & Address
Candover Investments PLC
00 Xxx Xxxxxx
Xxxxxx XX0X 0XX
Candover Trustees Limited
00 Xxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxxx 0000 XX Limited
Partnership, 00 Xxx Xxxxxx,
Xxxxxx XX0X 0XX acting by
their general partner
Candover Partners Limited
Candover 1997 UK No 2 Limited
Partnership, 00 Xxx Xxxxxx,
Xxxxxx XX0X 0XX acting by
their general partner Candover
Partners Limited
Candover 1997 US No 1 Limited
Partnership, 00 Xxx Xxxxxx,
Xxxxxx XX0X 0XX acting by
their general partner Candover
Partners Limited
Candover 1997 US No 2 Limited
Partnership, 00 Xxx Xxxxxx,
Xxxxxx XX0X 0XX acting by
their general partner Candover
Partners Limited
Candover 1997 US No 3 Limited
Partnership)20 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
6
Signed as a deed for and on behalf of ) /s/ Xxxxx Xxxxxxxx
Inveresk Research Group Limited ) ........................
acting by Xxxxx Xxxxxxxx, director, ) Director
in the presence of this witness: )
/s/ Xxxxx Xxxxxxxx
Witness .......................................
Xxxxx Xxxxxxxx
Full Name .......................................
Maclays
Address .......................................
00 Xxxxxx Xxxx
.......................................
Xxxxxx XX0X0XX
.......................................
Signed as a deed for and on behalf of ) /s/ Xxxxx Xxxxxxxx
Candover Investments PLC ) ........................
acting by Xxxxx Xxxxxxxx, director, ) Director
in the presence of this witness: )
/s/ Xxxxx Xxxxxxxx
Witness .......................................
Witness .......................................
Full Name .......................................
Maclays
Address .......................................
00 Xxxxxx Xxxx
.......................................
Xxxxxx XX0X0XX
.......................................
Signed as a deed for and on behalf of ) /s/ Xxxxx Xxxxxxxx
Candover Trustees Limited ) ........................
acting by Xxxxx Xxxxxxxx as their attorney ) Attorney
in the presence of this witness: )
/s/ Xxxxx Xxxxxxxx
Witness .......................................
Full Name .......................................
Maclays
Address .......................................
00 Xxxxxx Xxxx
.......................................
Xxxxxx XX0X0XX
.......................................
7
Signed as a deed for and on behalf of ) /s/ Xxxxx Xxxxxxxx
Candover 1997 UK Limited Partnership ) ........................
acting by Xxxxx Xxxxxxxx as their attorney ) Attorney
in the presence of this witness: )
/s/ Xxxxx Xxxxxxxx
Witness .......................................
Xxxxx Xxxxxxxx
Full Name .......................................
Maclays
Address .......................................
00 Xxxxxx Xxxx
.......................................
London ECZ V 6HR
.......................................
Signed as a deed for and on behalf of ) /s/ Xxxxx Xxxxxxxx
Candover 1997 UK No 2 Limited Partnership ) ........................
acting by Xxxxx Xxxxxxxx as their attorney ) Attorney
in the presence of this witness: )
/s/ Xxxxx Xxxxxxxx
Witness .......................................
Xxxxx Xxxxxxxx
Full Name .......................................
Maclays
Address .......................................
00 Xxxxxx Xxxx
.......................................
London ECZ V 6HR
.......................................
Signed as a deed for and on behalf of ) /s/ Xxxxx Xxxxxxxx
Candover 1997 US No 1 Limited Partnership ) ........................
acting by Xxxxx Xxxxxxxx as their attorney ) Attorney
in the presence of this witness: )
/s/ Xxxxx Xxxxxxxx
Witness .......................................
Xxxxx Xxxxxxxx
Full Name .......................................
Maclays
Address .......................................
00 Xxxxxx Xxxx
.......................................
London ECZ V 6HR
.......................................
8
Signed as a deed for and on behalf of ) /s/ Xxxxx Xxxxxxxx
Candover 1997 US No 2 Limited Partnership ) ........................
acting by Xxxxx Xxxxxxxx as their attorney ) Attorney
in the presence of this witness: )
/s/ Xxxxx Xxxxxxxx
Witness .......................................
Xxxxx Xxxxxxxx
Full Name .......................................
Maclays
Address .......................................
00 Xxxxxx Xxxx
.......................................
London ECZ V6HR
.......................................
Signed as a deed for and on behalf of ) /s/ Xxxxx Xxxxxxxx
Candover 1997 US No 3 Limited Partnership ) ........................
acting by Xxxxx Xxxxxxxx as their attorney ) Attorney
in the presence of this witness: )
/s/ Xxxxx Xxxxxxxx
Witness .......................................
Xxxxx Xxxxxxxx
Full Name .......................................
Maclays
Address .......................................
00 Xxxxxx Xxxx
.......................................
London ECZ V6HR
.......................................
/s/ Xxxxxx Xxxxx
Signed as a deed by Xxxxxx Xxxxx ) ........................
in the presence of this witness: ) Xxxxxx Xxxxx
/s/ Xxxxxxxxx Xxxx Xxxxxxxx
Witness .......................................
Full Name .......................................
Address .......................................
.......................................
.......................................
/s/ Ian Sword
Signed as a deed by Ian Sword ) ........................
in the presence of this witness: ) Ian Sword
/s/ Xxxxxxxx Xxx
Witness .......................................
Xxxxxxxx Xxx
Full Name .......................................
Address .......................................
.......................................
.......................................
Contents Page
-------- ----
1. Interpretation 1
2. Investor protection 2
3. Amendment of Investment Agreement 2
4. Fees and expenses 2
5. Counterparts 2
6. Applicable law 2
Schedules
Schedule 1 The Directors
Schedule 2 The Investors
