EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
(PLANET HOLLYWOOD INTERNATIONAL, INC.)
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of August
17, 1998, by and between Leisure Ventures PTE Ltd., a corporation organized
under the laws of Singapore ("Seller"), and Kingdom Planet Hollywood, Ltd., an
exempted company incorporated in the Cayman Islands with limited liability
("Buyer").
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller, Ten Million (10,000,000) shares of Class A Common Stock, par value
$.01 per share ("Shares") of Planet Hollywood International, Inc., a Delaware
corporation ("Issuer"), at the price and on the other terms and conditions
hereafter set forth.
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereby agree as
follows:
1. SALE AND PURCHASE.
Subject to the terms and conditions hereof, Seller hereby agrees to sell to
Buyer, and Buyer hereby agrees to purchase from Seller, at the closing hereunder
("Closing"), Ten Million (10,000,000) Shares for a purchase price ("Purchase
Price") of Four Dollars and Fifty Cents ($4.50) per Share.
2. CLOSING.
(a) TIME AND PLACE OF CLOSING.
Closing will take place at 10:00 a.m. (local time) on the date ("Closing
Date") that is five (5) business days after the later to occur of (i) expiration
or earlier termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended ("HSR Act") with respect to the
notification to be filed by Buyer for this transaction, and (ii) the
effectiveness of the "SEC Registration Statement" (as defined below) pursuant to
the U.S. Securities Act of 1933, as amended ("Securities Act"), and the
satisfaction of the other conditions set forth in Section 2(b)(vi) of this
Agreement. Closing will occur at the offices of Xxxxx & Xxxxxxx L.L.P., 000 00xx
Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.
(b) CONDITIONS TO BUYER'S OBLIGATION TO COMPLETE CLOSING.
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The obligation of Buyer to complete Closing shall be subject to the
fulfillment of each of the following conditions precedent (or the written waiver
by Buyer of any such condition precedent):
(i) The waiting period for the notification filed by Buyer under
the HSR Act with respect to this transaction shall have expired or otherwise
terminated;
(ii) The representations and warranties of Seller under this
Agreement shall be true and correct in all material respects when made and shall
continue to be true and correct as of the Closing Date as though such
representations and warranties were made on the Closing Date;
(iii) Seller shall have performed and complied with all covenants
required of Seller under this Agreement;
(iv) Seller shall have delivered a certificate, dated the Closing
Date, that the representations and warranties of Seller under this Agreement
shall be true and correct in all material respects when made and shall continue
to be true and correct as of the Closing Date as though such representations and
warranties were made on the Closing Date and that Seller has performed and
complied with all covenants required of Seller under this Agreement;
(v) Buyer shall have received a written statement provided by
Issuer that the Shares are not a U.S. real property interest within the meaning
of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended,
such statement to comply with Treasury Regulations Sections 1.897-2(h) and
1.1445-2(c)(3) and otherwise to be in form and substance satisfactory to the
Buyer and to be issued and dated by Issuer not more than thirty (30) days prior
to the Closing Date; and
(vi) The Issuer shall have filed under the Securities Act a shelf
registration statement on Form S-3 (or such similar form as may be acceptable to
Buyer) covering resale of the Shares by Buyer (such registration statement, the
"Registration Statement"); the Registration Statement shall have been declared
effective by the SEC; the Issuer shall have agreed to maintain the effectiveness
of the Registration Statement until all Shares held by Buyer have been sold and
Issuer shall have entered into an agreement with Buyer, in form satisfactory to
Buyer, indemnifying Buyer for any material omissions or misstatements in such
Registration Statement and providing customary representations and warranties.
All expenses of such Registration Statement shall be borne by Seller.
(c) CONDITIONS TO SELLER'S OBLIGATION TO COMPLETE CLOSING.
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The obligation of Seller to complete Closing shall be subject to the
fulfillment of each of the following conditions precedent (or the written waiver
by Seller of any such condition precedent):
(i) The waiting period for the notification filed by Seller under
the HSR Act with respect to this transaction shall have expired or otherwise
terminated;
(ii) The representations and warranties of Buyer under this
Agreement shall be true and correct in all material respects when made and shall
continue to be true and correct as of the Closing Date as though such
representations and warranties were made on the Closing Date;
(iii) Buyer shall have performed and complied with all covenants
required of Seller under this Agreement; and
(iv) Buyer shall have delivered a certificate, dated the Closing
Date, that the representations and warranties of Buyer under this Agreement
shall be true and correct in all material respects when made and shall continue
to be true and correct as of the Closing Date as though such representations and
warranties were made on the Closing Date and that Buyer has performed and
complied with all covenants required of Buyer under this Agreement.
(d) AT CLOSING:
(i) Buyer shall pay the Purchase Price by wire transfer of
immediately available funds to an account specified by Seller, which account
shall be designated in writing no later than three (3) business days prior to
the Closing Date; and
(ii) Seller shall deliver to Buyer a certificate representing the
Shares, registered in the name of Buyer.
3. SELLER REPRESENTATIONS AND WARRANTIES. Seller hereby represents and
warrants to Buyer, as follows:
(a) ORGANIZATION; CAPITALIZATION. Seller is a corporation duly
organized, validly existing and in good standing under the laws of Singapore and
has all requisite corporate power and authority to own its properties and assets
and to conduct its business as now conducted.
(b) AUTHORIZATION AND VALIDITY OF AGREEMENT. Seller has the corporate
power to enter into this Agreement and to carry out its obligations hereunder.
The execution and delivery of this Agreement and the performance of
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Seller's obligations hereunder have been, or will have been on the Closing Date,
duly authorized by the Board of Directors of Seller, and no other corporate
proceedings on the part of Seller are necessary to authorize such execution,
delivery and performance. This Agreement has been duly executed by Seller and is
the legal, valid and binding obligation of Seller.
(c) NO CONFLICT OR VIOLATION. The execution, delivery and performance
by Seller of this Agreement do not and will not violate or conflict with any
provision of the certificate of incorporation or by-laws of the Seller, and do
not and will not violate any provision of any agreement or instrument to which
Seller is a party or by which it is bound, or any order, judgment or decree of
any court or other governmental or regulatory authority to which Seller is
subject. Other than with respect to notification under the HSR Act and to
filing, no consent or approval of any governmental or regulatory authority or of
any third party, is needed for Seller to perform its obligations hereunder.
(d) TITLE. The Shares are and, as of the Closing Date, will be legally
and beneficially owned by Seller. The Shares will be, on the Closing Date, free
from and unaffected by any option or right to acquire, interest or other equity
or encumbrance whatsoever in favor of any other person, including, without
limitation, any encumbrance or restriction set forth in Schedule A, attached
hereto and made a part hereof. Seller has full right and lawful authority to
sell and procure the transfer of the full legal and beneficial ownership of the
Shares on the terms of this Agreement, such sale being made with full title
guarantee and conferring upon Buyer full and unencumbered legal and beneficial
right, title and interest in and to the Shares.
4. BUYER REPRESENTATIONS AND WARRANTIES. Buyer hereby represents and
warrants to Seller, as follows:
(a) ORGANIZATION. Buyer is a company duly organized, validly existing
and in good standing under the laws of the Cayman Islands and has all requisite
company power and authority to own its properties and assets and to conduct is
business as now conducted.
(b) AUTHORIZATION AND VALIDITY OF AGREEMENT. Buyer has the company
power to enter into this Agreement and to carry out its obligations hereunder.
The execution and delivery of this Agreement and the performance of Buyer's
obligations hereunder have been, or will have been on the Closing Date, duly
authorized by the Board of Directors of Buyer, and no other company proceedings
on the part of Buyer are necessary to authorize such execution, delivery and
performance. This Agreement has been duly executed by Buyer and is the legal,
valid and binding obligation of Buyer.
(c) NO CONFLICT OR VIOLATION. The execution, delivery and performance
by Buyer of this Agreement do not and will not violate or conflict with
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any provision of the charter documents or by-laws of the Buyer, and do not and
will not violate any provision of any agreement or instrument to which Buyer is
a party or by which it is bound, or any order, judgment or decree of any court
or other governmental or regulatory authority to which Buyer is subject.
(d) UNREGISTERED SHARES. Buyer understands that the Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"), or
under applicable state securities laws, in reliance upon exemptions contained in
the Act and such laws and any applicable regulations promulgated thereunder or
interpretations thereof, and cannot be offered for sale, sold or otherwise
transferred unless the Shares are subsequently registered or qualify for
exemption from registration under the Act and such laws.
(e) INVESTMENT INTENT. The Shares are being acquired solely for Buyer's
own account, for investment and not with a view toward resale or other
distribution within the meaning of the Act; the Shares will not be offered for
sale, sold or otherwise transferred without either registration or exemption
from registration under the Act; and the certificates evidencing such Shares
will bear legends substantially to such effect.
5. SELLER COVENANTS.
(a) Seller shall not directly or indirectly, create, assume or permit
to exist any encumbrance or restriction whatsoever with respect either to the
Shares or to Seller's right and lawful authority to sell and transfer the Shares
to Buyer pursuant to this Agreement, provided that no encumbrance and
restriction with respect to the Shares set forth in Schedule A shall make or
deem Seller to be in violation of this Section 5(a).
(b) Seller shall take any and all action required or necessary to
effect the complete removal, as of the Closing Date, of any and all encumbrances
or restrictions whatsoever (including, without limitation, all encumbrances and
restrictions set forth in Schedule A) with respect either to the Shares or to
Seller's right and lawful authority to sell and transfer the Shares to Buyer
pursuant to this Agreement, so as to confer upon Buyer, at Closing, full and
unencumbered legal and beneficial right, title and interest in and to the
Shares.
(c) Seller shall use good faith efforts to cause the Issuer: (i) to
file the Registration Statement promptly, and (ii) to work with the SEC in
pursuing the prompt effectiveness of the Registration Statement.
6. BUYER COVENANT. Buyer shall make good faith efforts to complete and file
the notification filing required under the HSR Act with respect to this
transaction without delay, and in any event within thirty (30) days of the date
hereof. Buyer shall in good faith take (or fully cooperate in the taking of) all
actions, and
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provide any additional information that may be, required or reasonably requested
in order to comply with the requirements of the HSR Act.
7. ADDITIONAL ACTIONS AND DOCUMENTS. Each of the parties hereto agrees to
take or cause to be taken such further actions, to execute and deliver or cause
to be executed and delivered such further documents and instruments, and to
obtain such consents, as may be necessary or as may be reasonably requested in
order to fully effectuate the purposes, terms and conditions of this Agreement.
8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among
the parties hereto with respect to the transactions contemplated herein, and it
supersedes all prior oral or written agreements, commitments or understandings
with respect to the matters provided for herein.
9. GOVERNING LAW AND CURRENCY.
(a) The validity and interpretation of this Agreement and the
performance by the parties of their respective obligations hereunder shall be
governed by the laws of the State of New York, U.S.A., excluding the choice of
law rules thereof.
(b) All references herein to "Dollars" and "$" shall refer to United
States Dollars.
10. ARBITRATION. Any and all claims arising under or relating to this
Agreement and its subject matter shall be finally resolved only by arbitration
under the rules of conciliations and arbitration of the International Chamber of
Commerce by three (3) arbitrators appointed according to such rules and not by
any judicial body or forum. Arbitration shall take place in Geneva, Switzerland
and shall be conducted in the English language. Any arbitration award or
judgment shall be enforceable in any forum worldwide with jurisdiction over the
party against whom the arbitration award or judgment is to be enforced. The
parties intend that in any such arbitration proceeding that the arbitrators
grant broad discovery relevant to the claims to be arbitrated. The losing party
in the arbitration (as determined by the arbitral tribunal) shall pay all costs
(including reasonable legal fees and disbursements) incurred by the prevailing
party in connection therewith. Each party hereby waives any and all rights to,
and hereby covenants not to bring, any lawsuit, arbitration or other proceeding
in any jurisdiction, judicial body or forum arising under or relating to this
Agreement or its subject matter (other than an arbitration proceeding described
above or a legal proceeding solely to enforce the award or judgment of such
arbitration proceeding).
11. NOTICES. All notices given under this Agreement shall be in writing and
shall be personally served or delivered by a private courier service of
international standing and recognition with charges prepaid, or transmitted by
facsimile, addressed as set forth below, or such other address as such party
shall have
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specified most recently by written notice. Notice shall be deemed given or
delivered on the date of service or transmission if personally served or
transmitted by facsimile. Notice otherwise sent as provided herein shall be
deemed given or delivered on the third business day following delivery of such
notice to a reputable overnight courier service.
To Seller: Leisure Ventures PTE Ltd.
c/o Kuo Investment Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Fax: 212/000-0000
with a copy (which shall not constitute notice) to:
Gray, Harris & Xxxxxxxx, P.A.
Suite 1200
000 Xxxx Xxxx Xxxxxx
Xxxxxxx, XX. 00000
Attn: Xxxx X. Xxxxxxxx, Xx., Esquire
Fax: 407/000-0000
To Buyer: Kingdom Planet Hollywood, Ltd.
c/o Kingdom Holding Company
X.X. Xxx 0000
Xxxxxx 00000
Xxxxxxx xx Xxxxx Xxxxxx
Attn:Mustafa Al Hejailan/Xxxx Xxxxx
Fax: 000-0-000-0000
with a copy (which shall not constitute notice) to:
Xxxxx & Xxxxxxx L.L.P.
Columbia Square
000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attn.: Xxxx X. Xxxx, Esquire
Fax: 202/000-0000
12. EXECUTION. To facilitate execution, this Agreement may be executed in
as many counterparts as may be required; and it shall not be necessary that the
signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons
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required to bind any party, appear on one or more of the counterparts. All
counterparts shall collectively constitute a single agreement. It shall not be
necessary in making proof of this Agreement to produce or account for more than
a number of counterparts containing the respective signatures of, or on behalf
of, all of the parties hereto.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
LEISURE VENTURES PTE LTD.
BY:__________________________
Name: _________________________
Title: ___________________________
KINGDOM PLANET HOLLYWOOD, LTD.
BY:_____________________________
Name: _________________________
Title: ___________________________
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SCHEDULE A
Loans from Banque Nationale de Paris Singapore and Societe Generale each secured
by certain assets of the Seller, including some of the Shares.
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