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Exhibit 2.4
CONFORMED COPY
BICC plc
Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxxx
Xxxxxx
X0X 0XX
27 May 1999
Dear Sirs
ACQUISITION OF ENERGY CABLES OPERATIONS
We refer to the agreement dated 6 April 1999 ("THE AGREEMENT") entered into
between BICC plc ("THE VENDOR"), GK Technologies, Incorporated ("THE PURCHASER")
and General Cable Corporation, in relation to the energy cables operations of
the Vendor outside the United States and Canada. Terms defined in the Agreement,
unless otherwise defined in this letter, shall have the same meanings in this
letter.
The purpose of this letter is to record the agreement we have reached in respect
of the variation of certain provisions of the Agreement, as follows:
1 TRANS-POWER CABLES PTE LIMITED
1.1 Part B of Part 1 of Schedule 6 to the Agreement (which sets
out those Jurisdictions in respect of which completion is to
take place on a Subsequent Completion Date) includes the
Jurisdiction of Singapore. There are two Group Companies which
are incorporated in Singapore, namely Trans-Power Cables Pte
Limited ("Trans-Power") and BICC Cables Asia Pacific Pte
Limited ("BCAP"). Part 2 of Schedule 5 to the Agreement
provides (inter alia) that completion of the acquisition of
Trans-Power and BCAP is conditional upon the receipt by the
Purchaser of a waiver in respect of the right of termination
under the joint venture agreement in respect of PT BICC Berca
Cables Limited.
1.2 The parties have agreed that, notwithstanding the provisions
of the Agreement, completion of the acquisition of Trans-Power
should take place at the same time as completion of the
acquisition of the UK Business.
1.3 Accordingly, the parties have agreed that:
(a) completion of the acquisition of Trans-Power shall
take place on the Completion Date;
(b) the acquisition of Trans-Power shall not be
conditional upon satisfaction of the condition set
out in Part 2 in Schedule 5 in respect thereof (as
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referred to in paragraph 1(a) above), provided
however that nothing in this letter shall be treated
as a waiver of such condition in respect of the
acquisition of BCAP;
(c) the definition of "Completion" in the Agreement shall
be construed accordingly.
2 DOMINION WIRE & CABLES LIMITED
2.1 Part B of Part 1 of Schedule 6 to the Agreement also includes
the Jurisdiction of Fiji, the country of incorporation of
Dominion Wire & Cables Limited ("DOMINION").
2.2 The parties have agreed that, notwithstanding the provisions
of the Agreement, completion of the acquisition of Dominion
should take place on a date to be agreed between the parties
but in any event as soon as reasonably practicable following
satisfaction of the conditions relating to Dominion set out in
Part 2 of Schedule 5 to the Agreement, provided that
completion of such acquisition shall for all purposes be
treated as having taken place on the Completion Date.
3 USE OF "BICC" NAME
3.1 The parties have agreed that in addition to the right
conferred on the Purchaser under Clause 18.5.2 to use the name
"BICC" in conjunction with the name "General Cable" (subject
to the terms and conditions more particularly set out in that
clause) the Purchaser shall be entitled to use and have the
right to sublicence to any member of the Purchaser's Group
(but only for so long as such remain subsidiaries of the
Purchaser) the name "BICC" in conjunction with the name
"General" as the name of any corporate entity, partnership or
other vehicle which, in all cases, is primarily involved in
the manufacture, sale or distribution of cables. Clause 18.5.2
shall be deemed to be amended accordingly.
3.2 In addition to all rights conferred on the Purchaser under the
Agreement:
(a) The Vendor hereby agrees that with effect from
Completion the Purchaser (and members of the
Purchaser's Group) shall have the exclusive right to
use and to sublicense the use of the trade xxxx "BICC
General" in connection with the Businesses and the
Vendor further agrees that neither the Vendor nor any
member of the Vendor's Group shall use the xxxx
"BICC" or any xxxx incorporating the name "BICC"
other than in connection with BICC's retained cables
businesses.
(b) The Vendor agrees that the Purchaser and members of
the Purchaser's Group shall have the right to
register in all jurisdictions around the world the
trade xxxx "BICC General" in classes relevant to the
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Businesses. The Vendor shall at the Purchaser's cost
assist in the making of such applications by:
(i) at the Purchaser's request, and if
practicable, amending the specifications for
any trade marks it may have incorporating
the name "BICC" to exclude cable products
(except such products as relate to BICC's
retained cables businesses); or
(ii) at the Purchaser's request, cancelling any
registered trade marks it may own
incorporating the name "BICC' where such
trade marks are registered in respect of
cable products other than such products as
relate to BICC's retained cables businesses.
3.3 The parties have agreed that, without prejudice to the
provisions of Clause 18.5.7, the Vendor shall procure that
within three months of Completion (or such later date as the
Purchaser may agree) it shall change the name of any company
within the Vendor's Group to exclude the words "Fine Wires".
Clause 18.5.7 shall be deemed to be amended accordingly.
3.4 The parties have agreed that the Purchaser's Group shall have
a period of three months following Completion to effect such
company name changes as are required by the Agreement.
3.5 The parties have agreed that, without prejudice to the rights
conferred on the Purchaser under Clause 18.5.3, the Purchaser
shall be entitled to use and have the right to sublicence to
any member of the Purchaser's Group (but only for so long as
such remain subsidiaries of the Purchaser) the name "BICC
General Brand Xxx Cables" as the name of any corporate entity,
partnership or other vehicle which, in all cases, is solely
involved in the manufacture, sale or distribution of Specialty
Cables in the United States of America, Canada or Mexico.
Clause 18.5.3 shall be deemed to be amended accordingly.
4 BICC SUPERTENSION CABLES (1980) LIMITED
The Purchaser acknowledges that pursuant to Clause 5.2 of the Agreement
it consented to the payment by BICC Supertension Cables (1980) Limited
("SUPERTENSION") of a dividend of approximately (pound)5.3 million to
Mayfair Place Investments Limited ("MAYFAIR") and to the redemption by
Supertension of 4,999,900 redeemable ordinary shares of (pound)1 each
held by Mayfair and the Purchaser hereby irrevocably waives any claim
which it may have pursuant to Clause 5.2 of, or paragraph 3.4 of
Schedule 8 to, the Agreement against the Vendor in connection with such
actions.
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5 TRANSITIONAL SERVICES
The parties have agreed that in addition to the services agreed to be
provided in Clause 21.15 of the Agreement, the Purchaser will use all
reasonable endeavours to provide to the Vendor's Group during normal
business hours such transitional services, including legal and
corporate housekeeping, environmental and management assistance
(including access to, and the co-operation of, relevant personnel), as
are reasonably requested by the Vendor and which are required for the
businesses retained by the Vendor's Group for a period of up to 12
months from Completion.
6 VAT RECORDS
The parties have agreed that notwithstanding the provisions of Schedule
10 to the Agreement, the Vendor shall deliver to the Purchaser the VAT
records relating to the UK Business.
7 SUBSTANTIAL CONTRACTS
7.1 Schedule 19 to the Agreement contains a list of contracts
which constitute "Substantial Contracts" for the purposes of
the Agreement. On execution of the Agreement, the contracts
listed in Appendix I to this letter were omitted, in error,
from Schedule 19.
7.2 The parties have agreed that the contracts listed in Appendix
I shall be deemed to be included in Schedule 19, and the
definition of "Substantial Contracts" shall be deemed to be
amended accordingly.
8 PERU
The parties have agreed that the Vendor will use its best endeavours to
facilitate the Purchaser's participation in the sale or restructuring
of the Vendor's shareholding in BICC Communications S.A. and, subject
to any pre-emption rights and at the Purchaser's request, to transfer
to the Purchaser or one of its wholly-owned subsidiaries, all of the
Vendor's shareholding in BICC Communications S.A. and any inter-company
loans between the Vendor's Group and BICC Communications S.A. for an
aggregate consideration of (pound)1.
9 EQUIPMENT AT CLAYTON FACTORY, AUSTRALIA
The parties have agreed as follows:
(a) within 21 days of Completion, the Vendor shall
deliver to the Purchaser a schedule ("THE SCHEDULE")
of machinery located at the factory in Xxxxxxx,
Australia (the "XXXXXXX FACTORY") which is not
required for use in the Brand Xxx business retained
by the Vendor;
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(b) the Purchaser may acquire any equipment set out in
the Schedule for an aggregate consideration of US$1
(ex-works) (the "PURCHASED EQUIPMENT"); and
(c) the Purchaser shall remove any Purchased Equipment
from the Xxxxxxx Factory within 90 days of delivery
of the Schedule or within such longer period as the
parties agree, such removal to be wholly at the
Purchaser's cost and to be carried out in a safe and
proper manner leaving the Xxxxxxx Factory in a safe
and tidy state following removal of the Purchased
Equipment.
10 FOREIGN EXCHANGE
The parties have agreed as follows:
(a) within 21 days of Completion, the parties will agree
a schedule of all foreign exchange transactions
entered into prior to Completion by BICC Cables
Limited in relation to the Vendor's energy cables
business (the "FX TRANSACTIONS");
(b) with effect from Completion and subject to paragraph
(c) below, the Purchaser will procure that the FX
Transactions are administered on behalf of the
Vendor's Group and that such transactions are settled
in full on the due date with the relevant
counterparty and the Purchaser shall fully indemnify
and keep indemnified the Vendor from and against all
Losses which the Vendor or any member of the Vendor's
Group may incur as a result of the failure to so
settle the FX Transactions; and
(c) the Vendor retains the discretion to close out any of
the FX Transactions which have a maturity date later
than 31 December 1999 prior to the maturity date of
such transactions having given the Purchaser 3 days'
prior written notice of its intention to do so and
any cash flows resulting from closing out such FX
Transactions shall be for the account of the
Purchaser.
11 PRICE ALLOCATION
11.1 In accordance with Schedule 3 to the Agreement, Appendix II to
this letter sets out the provisional allocation of the part of
the Purchase Price referred to in paragraph 3.1 of Schedule 3
between the assets of the UK Business, subject to adjustment
pursuant to Clause 9 of the Agreement.
11.2 The amount of the Purchase Price allocated to the Non-Leased
Properties includes amounts in respect of land, buildings and
fixed plant and machinery. The parties agree that within
ninety days of Completion, the parties will agree an
allocation of the Purchase Price between these items. If no
agreement is
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reached within this period, the allocation between these items
shall be referred to the Reporting Accountants for
determination.
This letter shall be governed by and construed in accordance with English law.
Please confirm receipt of this letter and your agreement to the terms set out
herein by signing and returning the enclosed duplicate of this letter.
Yours faithfully
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
................................. .............................
for and on behalf of for and on behalf of
GK Technologies, Incorporated General Cable Corporation
We hereby acknowledge receipt of the above letter and confirm our agreement to
the terms set out therein.
Xxxxx Xxxxxx
.................................
for and on behalf of
BICC plc
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APPENDIX I
1 Agreementfor the provision of indirect PSDN services between BICC plc
and Cable & Wireless Communications Services Limited.
2 Agreement for the provision of managed telecommunications services
dated 16 October 1995 between BICC plc and BT Communications Management
Limited.
3 Information Systems Procurement and Implementation Framework Agreement
dated 26 June 1997 between BICC plc and Baan Company N.V.
4 Micro Control Software Licence Agreement dated 25 July 1989 between
Sema Group (UK) Limited and BICC plc.
5 Standard Support Agreement dated 6 October 1997 between BICC plc and
Infomix Software Limited.
6 Performance Guarantee dated 1 November 1997 between BICC plc and
Hewlett-Packard Ltd.
7 Microsoft Select Master Agreement dated 16 November 1998 between BICC
plc and Microsoft Operations Ltd.
8 Agreement dated 29 May 1991 between Hitachi Cable Limited and BICC
Cables Ltd.
9 Each of the licences listed in Part D of Schedule 15 to the Agreement.
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APPENDIX II
1 Land, buildings and fixtures at Erith (pound)4.79 million
2 Land, buildings and fixtures at Prescot (pound)4.5 million
3 Land, buildings and fixtures at Wrexharn (pound)4.95 million
4 Land, buildings and fixtures at Nottingham (pound)0.06 million
5 Land, buildings and fixtures at Hebburn (pound)0.55 million
6 Land, buildings and fixtures at Leigh (pound)1.75 million
7 Plant and equipment (pound)30.39 million
8 Inventory (pound)36 million
9 Debtors less creditors (pound)13 million
10 Trademarks and other intellectual property (pound)0.01 million
11 BICC Supertension (1980) Limited ordinary shares (pound)200,000
Total (pound)96.2 million
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