Exhibit 10.5
OUR REF GECS/CAN.22.5/TMCA
DATE February 2001
--------------------------------------------------------------------------------
Investment agreement
between
Inveresk Research Group Limited
Xxxxxx Xxxxx and others
and
Candover Investments PLC and others
The rights attaching to the shares and loan stock to which this investment
agreement relates are subject to the terms of an inter-creditor agreement to be
entered into by, inter alia, the Company (as defined herein) and Bear Xxxxxxx
Corporate Lending Inc. as agent and security trustee.
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Contents Page
-------- ----
1. Interpretation 1
2. Conditions precedent 4
3. Completion and subsequent matters 4
4. Fees and expenses 5
5. Notices 6
6. Counterparts 6
7. Applicable law 6
Schedules
Schedule 1 The Existing Manager
Schedule 2 The Investors
Schedule 3 Pre-Completion Shareholdings
Schedule 4 Post-Completion Shareholdings
Schedule 5 Conditions precedent
Agreed form of Documents
1. Accountants' Report
2. Articles
3. CCRW Due Diligence Report
4. Environmental Report
5. Facility Agreement
6. Insurance Report
7. Merger Agreement
8. New Loan Stock Instrument
9. Market Report
10. Pensions Report
11. Stockholders Agreement
12. Resolutions (clause 1.2)
THIS AGREEMENT IS MADE ON
between
(1) INVERESK RESEARCH GROUP LIMITED (registered number 198206) having
its registered office at Elphinstone Xxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxx XX00 0XX (the "Company");
(2) THE PERSONS whose names and addresses are set out in Schedule 1
(together the "Existing Managers" and each an "Existing Manager");
and
(3) THE PERSONS whose names and addresses are set out in Schedule 2
(together the "Investors" and each an "Investor")
WHEREAS
(A) The Existing Managers and the Investors are the holders of the
entire issued share capital of the Company, their current
shareholdings being set out in Schedule 3.
(B) The Further Investors have agreed to invest in the Company for the
purposes of and subject to the terms and conditions of this
Agreement.
(C) The shareholdings in the Company following the investments
contemplated by this Agreement are set out in Schedule 4.
IT IS HEREBY AGREED as follows:
1. Interpretation
1.1 Unless the context otherwise requires, the following expressions
used in this Agreement shall have the meanings set out below:
"Accountants' Report" means the report prepared by Xxxxxx Xxxxxxxx
relating to the Target Group and the documents annexed to such
report all in the Agreed Terms;
"Agreed Terms" means in the form, or substantially in the form,
initialled for purposes of identification by or on behalf of the
parties or, in the case of any document not so initialled, in the
form executed by the parties thereto prior to or contemporaneously
with Completion;
"A Ordinary Shares" means cumulative convertible participating A
ordinary shares of (pound)1 each in the capital of the Company
having the rights, and being subject to the restrictions, set out in
the Articles;
"Articles" means the new articles of association of the Company in
the Agreed Terms;
"Bank" means Bear Xxxxxxx Corporate Lending Inc. as agent for and on
behalf of the Finance Parties (as such term is defined in the
Facility Agreement);
"B Ordinary Shares" means convertible B ordinary shares of (pound)1
each in the capital of the Company having the rights and being
subject to the restrictions set out in the Articles;
2
"Business Day" means a day (excluding Saturdays) on banks are
generally open in London for the transaction of normal banking
business;
"CCRW" means Xxxxxxxx Chance Xxxxxx & Xxxxx;
"CCRW Due Diligence Report" means a report in Agreed Terms by CCRW
addressed to, inter alia, the Company and the Investors' Agent
concerning legal due diligence they have conducted in relation to
the Target Group;
"Closing" means satisfaction of the Minimum Condition (as such term
is defined in the Merger Agreement) under the Tender Offer as
provided for in the Merger Agreement;
"Completion" means the occurrence of the events set out in Clause
3.1;
"Completion Date" means the date on which Closing occurs or such
later date as may be agreed in writing by the parties hereto;
"Environmental Report" means the report in the Agreed Terms prepared
by Xxxxx UK Limited in relation to certain environmental matters
affecting the Target Group addressed to, inter alia, the Company and
the Investors' Agent;
"Facility Agreement" means the facility agreement of even date with
this Agreement between, inter alia, the Bank and the Company in the
Agreed Terms;
"Further Investors" means the Investors other than RBS Mezzanine
Limited;
"Insurance Report" means the report in the Agreed Terms prepared by
Xxxxx UK Limited addressed to, inter alia, the Company and the
Investors' Agent;
"Investors' Agent" means Candover Partners Limited, 00 Xxx Xxxxxx,
Xxxxxx XX0X 0XX in its capacity as agent for the Further Investors;
"Loan Stock Instrument" means the loan stock instrument dated 4
September 1999 as amended by the New Loan Stock Instrument;
"Market Report" means the report in the Agreed Terms prepared by
Technomark Consulting Services in relation to the business of the
Target Group;
"Merger Agreement" means the agreement and plan of merger in the
Agreed Terms made between Inveresk Research (Canada) Inc, Indigo
Acquisition Corp. and the Target in the Agreed Terms in terms of
which Indigo Acquisition Corp. shall launch a tender offer for all
of the outstanding stock of the Target and if such tender offer is
successful, in terms of which the merger of Indigo Acquisition Corp.
and the Target shall be effected;
"Merger Documents" means the Merger Agreement, the Stockholders
Agreement and all other documents executed in connection with either
of those documents;
3
"New Loan Stock" means the (pound)44,734,481 loan stock of the
Company constituted or to be constituted by the Loan Stock
Instrument;
"New Loan Stock Instrument" means the supplemental loan stock
instrument supplementing and varying the loan stock instrument dated
4 September 1999 in the Agreed Terms;
"Ordinary Shares" means ordinary shares of (pound)1 each in the
capital of the Company having the rights, and being subject to the
restrictions, set out in the Articles;
"Pensions Report" means the report in the Agreed Terms prepared by
Xxxxxxx X Xxxxxx Inc and Xxxxxxx X Xxxxxx Limited addressed to,
inter alia, the Company and the Investors' Agent;
"Reports" means the Accountants' Report, the CCRW Due Diligence
Report, the Environmental Report, the Insurance Report, the Market
Report and the Pensions Report and "Report" means any of them;
"Stockholders Agreement" means the stockholders agreement (as such
term is defined in the Merger Agreement) in the Agreed Terms;
"Subscription Shares" means the shares in the capital of the Company
to be subscribed for by the Further Investors as provided by this
Agreement;
"Target Group" means the Target and its subsidiaries;
"Target" means Clintrials Research Inc., a Delaware corporation;
"Target Stock" means the Company Common Stock (as such term is
defined in the Merger Agreement); and
"Tender Offer" means the Offer (as such term is defined in the
Merger Agreement).
1.2 Unless the context otherwise requires, where words and expressions
used in this Agreement are defined in the Companies Xxx 0000 (the
"Act") such words and expressions shall have the meanings attached
to them respectively by the Act.
1.3 References in this Agreement to any statute or statutory provision
shall be deemed to include references to any statute or statutory
provision which amends, extends, consolidates or replaces the same
(other than any such statute or statutory provision with
retrospective effect to the extent that it is retrospective) and
except to the extent that any amendments or modification enacted
after the date of this Agreement would extend or increase the
liability of any party to any other party under this Agreement and,
save as aforesaid, to any order, regulation, instrument or other
subordinate legislation made thereunder.
1.4 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.
4
1.5 The headings in this Agreement are for convenience only and shall
not affect its construction or interpretation.
1.6 Unless the context otherwise requires:
1.6.1 words denoting the singular shall include the plural and vice versa;
1.6.2 words denoting a gender shall include all genders; and
1.6.3 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. Conditions precedent
2.1 Completion is conditional upon the satisfaction or fulfilment (or
waiver in writing or deemed waiver by the Investors' Agent) of the
conditions set out in Schedule 5 on or prior to the Completion Date
and the same continuing to be fulfilled or satisfied at Completion.
2.2 The Company shall use its reasonable endeavours to procure that the
conditions precedent set out in Schedule 5 are satisfied on or
before the Completion Date. The Company shall give notice promptly
to the Further Investors upon all such conditions precedent having
become satisfied or waived.
2.3 If the conditions set out in Schedule 5 are not satisfied on or
before the Completion Date, the Investors' Agent shall be entitled
forthwith by notice in writing to the Company to terminate this
Agreement, whereupon none of the parties hereto shall be under any
liability whatsoever to any other and the Further Investors shall
not be bound to subscribe for any share of the Company pursuant to
this Agreement or otherwise.
2.4 The Investors' Agent may waive in writing (at its sole and absolute
discretion and whether on further terms and/or conditions or not as
it thinks fit) any or all of the conditions set out in Schedule 5 if
they have not been fully satisfied in accordance with Clause 2.1
and, unless otherwise agreed, will be deemed to have so waived all
of such conditions upon the Further Investors making payment of the
subscription monies due on the Subscription Shares.
3. Completion and subsequent matters
3.1 Completion shall take place at 0 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx or
such other place as the parties shall agree on the Completion Date
when the Further Investors shall each subscribe (or provide that
their respective nominees subscribe) in cash for the number of A
Ordinary Shares and nominal amount of New Loan Stock and for the
consideration set out opposite their respective names in Schedule 2,
each such subscription to be by way of telegraphic transfer to such
account or in such manner as the Further Investors shall have been
notified in writing by or on behalf of the Company prior to the
Completion Date; and, subject to the Further Investors complying
with these provisions, the Company shall allot and issue the A
Ordinary Shares and New Loan Stock to the Further Investors (or
their respective nominees) and shall enter the names of the
allottees in the register of members (or Loan
5
Stock holders as appropriate) of the Company and shall issue and
deliver to the Further Investors share and Loan Stock certificates
duly executed by the Company for the shares and New Loan Stock
subscribed by them (or their respective nominees).
3.2 The proceeds of the subscription shall be used by the Company for
the purpose of paying part of the consideration due under the Tender
Offer and/or Merger Agreement and paying the costs and expenses in
connection with the acquisition of the Target Stock.
3.3 As soon as practicable following Completion the Company shall
procure that each of the Facility Agreement and the Merger Agreement
is completed to the extent not already completed.
3.4 The Investors hereby consent to the grant as soon as practicable
following Completion of the following exit based options over
Ordinary Shares:-
3.4.1 to Xxxxxx Xxxxx an option over 1,606 Ordinary Shares;
3.4.2 to Xxxxxxxx XxXxxx an option over 2,460 Ordinary Shares;
3.4.3 to Xxxx Xxxxxxxx an option over 5,460 Ordinary Shares; and
3.4.4 to Xxxxx Xxxxxxxx an option over 1,282 Ordinary Shares;
provided that each option shall be in a form approved by the
Investors' Agent, acting reasonably.
3.5 Each of the parties hereby consents to the transactions contemplated
by this Agreement (including, without limitation, the allotment and
issue to the Further Investors of the Subscription Shares). Each of
the parties shall execute all such other documents and do all such
other acts and things, or procure the execution of such other
documents or the performance of all such other acts and things, as
shall be reasonably required in order to perfect the transactions
intended to be effected under or pursuant to this Agreement.
4. Undertakings
The Company undertakes to the Investors that both before and after
Completion:
4.1 there will be no amendment, modification or variation of the terms
or conditions of the Merger Documents nor any waiver or consent
granted thereunder without the prior written consent of the
Investors' Agent;
4.2 the Merger Agreement shall not be terminated after the Tender Offer
has closed; and
4.3 the Tender Offer will not be withdrawn after the Tender Offer has
closed.
6
5. Transfers of A Ordinary Shares
Subject only to Completion taking place, RBS Mezzanine Limited
agrees and undertakes that it will gift up to 10,375 A Ordinary
Shares to one or more of the Further Investors as the Investors'
Agent shall direct and further agrees and undertakes to execute and
deliver to the Investors' Agent stock transfer forms to implement
such transfers promptly on demand.
6. Fees and expenses
The Company shall pay the Investors' Agent an arrangement fee equal
to (pound)420,000 (plus any VAT). Such fee shall be payable on the
date of this Agreement. All legal and accountancy fees (plus any
expenses and VAT) of the Further Investors in relation to this
Agreement shall be for the account of the Company and shall be
payable on the date of this Agreement or otherwise on demand.
7. Notices
7.1 Any notices or other document to be served under this Agreement may
be delivered or sent by facsimile to the party to be served at its
address appearing in this Agreement or at such other address as it
may have notified to the other parties in accordance with this
Clause and shall (where the party to be served is not an individual)
be marked for the attention of the individual specified in this
Agreement or such other individual as the relevant party may have
notified to the other parties in accordance with this Clause.
7.2 Any notice or document shall be deemed to have been served:
7.2.1 if delivered, at the time of delivery; or
7.2.2 if sent by facsimile, the time of despatch.
7.3 In proving service of a notice or document it shall be sufficient to
prove that delivery was made or that the facsimile message was
properly addressed and despatched as the case may be.
8. Counterparts
This Agreement may be executed in any number of counterparts and by
the parties to it on separate counterparts, each of which shall be
an original, but all of which together shall constitute one and the
same instrument.
9. 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.
7
Schedule 1
The Existing Managers
Name Address
---- -------
(1) Xxxxxx Xxxxx
(2) Xxx Sword
(3) Xxxxxxx Xxxxxx
(4) Xx Xxxxx Xxxxxxxx
(5) Xx Xxxxxxxx XxXxxx
(6) Xx Xxxxx Xxxxxx
(7) Xx Xxxxxx Xxxxxxxx
(8) Mr Xxxxx Xxxxxxx
(9) Xx Xxxxxxx Xxxxxxxxxxx
(10) Xx Xxxxx Xxxxxxxxx
(11) Mr Xxxx Xxxxxxxx
(12) Dr Xxxxxx Xxxxxxxx
(13) Xx Xxxx Xxxxxxxxx
8
Schedule 2
The Investors
(1) (2) (3) (4)
Name & Address Number of New A Nominal Value of New Consideration
-------------- Ordinary Shares Loan Stock -------------
--------------- ----------
(pound) (pound)
Candover Investments PLC 27,966 5,262,880 5,290,846
00 Xxx Xxxxxx
Xxxxxx XX0X 0XX
Candover (Trustees) Limited 3,107 Nil 3,107
00 Xxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxxx 0000 XX No 1 Limited 90,984 15,409,712 15,500,696
Partnership, 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
Candover 1997 UK No 2 Limited 28,340 4,799,747 4,828,087
Partnership, 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
Candover 1997 US No 1 Limited 75,541 12,794,062 12,869,603
Partnership, 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
Candover 1997 US No 2 Limited 25,419 4,305,036 4,330,455
Partnership, 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
Candover 1997 US No 3 Limited 12,771 2,163,044 2,175,815
Partnership), 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
RBS Mezzanine Limited, 00 Xx Xxx Xxx Xxx
Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX
Xxxx Xxxxxxxx 1,391 Nil 15,000
Total 265,519 44,734,481 45,013,609
======= ========== ==========
9
Schedule 3
Pre-Completion Shareholdings
(1) (2) (3)
Name & Address Number and class of Shares Nominal value of loan stock
-------------- -------------------------- ---------------------------
Xx Xxxxxx Xxxxx 31,797 Ordinary Shares Nil
Xx Xxxxx Xxxxxx 3,000 Ordinary Shares Nil
Mr Xxxxxxx Xxxxxx 8,672 Ordinary Shares Nil
Xx Xxxxx Xxxxxxxx 3,000 Ordinary Shares Nil
Xx Xxxxxx Xxxxxxxx 3,000 Ordinary Shares Nil
Xx Xxxxxxxx XxXxxx 3,000 Ordinary Shares Nil
Mr Xxxxx Xxxxxxx 3,000 Ordinary Shares Nil
Xx Xxxxxxx Xxxxxxxxxxx 3,000 Ordinary Shares Nil
Xx Xxxxx Xxxxxxxxx 3,000 Ordinary Shares Nil
Mr Xxxx Xxxxxxxx 3,000 Ordinary Shares Nil
Dr Xxxxxx Xxxxxxxx 3,000 Ordinary Shares Nil
Dr Ian Sword 14,453 Ordinary Shares Nil
Xx Xxxx Xxxxxxxxx 3,000 Ordinary Shares Nil
10
(1) (2) (3)
Name & Address Number and class of Shares Nominal value of loan stock
-------------- -------------------------- ---------------------------
Candover Investments PLC 46,895 A Ordinary Shares (pound)3,065,201
00 Xxx Xxxxxx
Xxxxxx XX0X 0XX
Candover (Trustees) Limited 5,210 A Ordinary Shares Nil
00 Xxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxxx 0000 XX No 1 Limited 152,564 A Ordinary Shares (pound)8,974,911
Partnership, 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
Candover 1997 UK No 2 Limited 47,521 A Ordinary Shares (pound)2,795,464
Partnership, 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
Candover 1997 US No 1 Limited 126,667 A Ordinary Shares (pound)7,451,506
Partnership, 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
Candover 1997 US No 2 Limited 42,622 A Ordinary Shares (pound)2,507,335
Partnership, 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
Candover 1997 US No 3 Limited 21,415 A Ordinary Shares (pound)1,259,798
Partnership, 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
RBS Mezzanine Limited, 42 St 16,715 A Ordinary Shares (pound)983,285
Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX
Xxxx Xxxxxxxx 2,891 A Ordinary Shares Nil
11
Schedule 4
Post-Completion Shareholdings
(1) (2) (3)
Name & Address Number and class of Shares Nominal value of loan stock
-------------- -------------------------- ---------------------------
Xx Xxxxxx Xxxxx 31,797 Ordinary Shares Nil
Xx Xxxxx Xxxxxx 3,000 Ordinary Shares Nil
Mr Xxxxxxx Xxxxxx 8,672 Ordinary Shares Nil
Xx Xxxxx Xxxxxxxx 3,000 Ordinary Shares Nil
Xx Xxxxxx Xxxxxxxx 3,000 Ordinary Shares Nil
Xx Xxxxxxxx XxXxxx 3,000 Ordinary Shares Nil
Mr Xxxxx Xxxxxxx 3,000 Ordinary Shares Nil
Xx Xxxxxxx Xxxxxxxxxxx 3,000 Ordinary Shares Nil
Xx Xxxxx Xxxxxxxxx 3,000 Ordinary Shares Nil
Mr Xxxx Xxxxxxxx 3,000 Ordinary Shares Nil
Dr Xxxxxx Xxxxxxxx 3,000 Ordinary Shares Nil
Dr Ian Sword 14,453 Ordinary Shares Nil
Xx Xxxx Xxxxxxxxx 3,000 Ordinary Shares Nil
12
(1) (2) (3)
Name & Address Number and class of Shares Nominal value of loan stock
-------------- -------------------------- ---------------------------
Candover Investments PLC 74,861 A Ordinary Shares 8,328,081
00 Xxx Xxxxxx
Xxxxxx XX0X 0XX
Candover (Trustees) Limited 8,317 A Ordinary Shares Nil
00 Xxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxxx 0000 XX No 1 Limited 243,548 A Ordinary Shares (pound)24,384,623
Partnership, 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
Candover 1997 UK No 2 Limited 75,861 A Ordinary Shares (pound)7,595,211
Partnership, 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
Candover 1997 US No 1 Limited 202,208 A Ordinary Shares (pound)20,245,568
Partnership, 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
Candover 1997 US No 2 Limited 68,041 A Ordinary Shares (pound)6,812,371
Partnership, 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
Candover 1997 US No 3 Limited 34,186 A Ordinary Shares (pound)3,422,842
Partnership, 00 Xxx Xxxxxx, Xxxxxx
XX0X 0XX acting by their general
partner Candover Partners Limited
RBS Mezzanine Limited, 42 St 16,715 A Ordinary Shares (pound)983,285
Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX
Xxxx Xxxxxxxx 4,282 A Ordinary Shares Nil
13
Schedule 5
Conditions precedent
1. The Investors' Agent having received all of the following:
1.1 a certified true copy of the Merger Documents (and of all
agreements, indemnities, deeds and documents to be executed and/or
delivered in terms thereof) all as duly executed; and
1.2 evidence that there have been duly passed resolutions of the Company
in the Agreed Terms, inter alia, creating and authorising the
allotment of the Subscription Shares, adopting the Articles as the
articles of association of the Company and adopting the New Loan
Stock Instrument.
2. The Minimum Condition (as such term is defined in the Merger
Agreement) having been satisfied in terms of the Merger Agreement.
3. The Company having confirmed (acting reasonably, in good faith and
after consultation with the Investors' Agent) to the Investors'
Agent that all conditions set out in Annex A of the Merger Agreement
have been satisfied or (with the consent of the Investors' Agent)
waived.
4. The Company having confirmed (acting reasonably, in good faith and
after consultation with the Investors' Agent) to the Investors'
Agent that no event has occurred which has had a material adverse
effect on the financial condition of the Company and its
subsidiaries taken as a whole.
5. The Facility Agreement having become unconditional in all respects
except insofar as it is conditional upon this Agreement having
become unconditional and there having been no waiver, modification
or variation of its terms or conditions nor any waiver or consent
granted thereunder in any case without the prior written consent of
the Investors' Agent.
14
Signed as a deed for and on behalf of )
Inveresk Research Group Limited ) /s/ Xxxxxx Xxxxx
__________________
by Xxxxxx Xxxxx, Director ) Director
and Xxxxxxx Xxxxxx, Director )
/s/ Xxxxxxx Xxxxxx
__________________
Director
Signed as a deed by Xxxxxx Xxxxx ) /s/ Xxxxxx Xxxxx
__________________
in the presence of this witness: ) Xxxxxx Xxxxx
Witness /s/ Xxxx Xxxxxxxxx
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
Signed as a deed by Ian Sword ) /s/ Xxxxxx Xxxxx
__________________
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
Signed as a deed by Xxxxxxx Xxxxxx ) /s/ Xxxxxxx Xxxxxx
__________________
in the presence of this witness: ) Xxxxxxx Xxxxxx
Witness /s/ Xxxx Xxxxxxxxx
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
15
Signed as a deed by Xxxxx Xxxxxxxx ) /s/ Xxxxxx Xxxxx
by Xxxxxx Xxxxx, his attorney ) ____________________________
in the presence of this witness: ) Attorney
Witness /s/ Xxxx Xxxxxxxxx
__________________________________
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
Signed as a deed by Xxxxxxxx XxXxxx ) /s/ Xxxxxx Xxxxx
by Xxxxxx Xxxxx, his attorney ) ____________________________
in the presence of this witness: ) Attorney
Witness /s/ Xxxx Xxxxxxxxx
__________________________________
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
Signed as a deed by Xxxxx Xxxxxx ) /s/ Xxxxxx Xxxxx
by Xxxxxx Xxxxx, her attorney ) ____________________________
in the presence of this witness: ) Attorney
Witness /s/ Xxxx Xxxxxxxxx
__________________________________
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
Signed as a deed by Xxxxxx Xxxxxxxx ) /s/ Xxxxxx Xxxxx
by Xxxxxx Xxxxx, her attorney ) ____________________________
in the presence of this witness: ) Attorney
Witness /s/ Xxxx Xxxxxxxxx
__________________________________
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
16
/s/ Xxxxxx Xxxxx
Signed as a deed by Xxxxx Xxxxxxx ) -----------------------------
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
----------------------------------
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
/s/ Xxxxxx Xxxxx
Signed as a deed by Xxxxxxx Xxxxxxxxxxx ) -----------------------------
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
----------------------------------
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
/s/ Xxxxxx Xxxxx
Signed as a deed by Xxxxx Xxxxxxxxx ) -----------------------------
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
----------------------------------
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
/s/ Xxxxxx Xxxxx
Signed as a deed by Xxxx Xxxxxxxx ) -----------------------------
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
----------------------------------
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
17
/s/ Xxxxxx Xxxxx
Signed as a deed by Xxxxxx Xxxxxxxx ) -----------------------------
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
----------------------------------
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
/s/ Xxxxxx Xxxxx
Signed as a deed by Xxxx Xxxxxxxxx ) -----------------------------
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
----------------------------------
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Candover Investments PLC ) -----------------------------
acting by Ian Xxxxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
Witness /s/ Graeme X.X. Xxxxx
----------------------------------
Full Name Graeme Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
18
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Candover (Trustees) Limited ) -----------------------------
acting by Ian Xxxxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
Witness /s/ Graeme X. X. Xxxxx
----------------------------------
Full Name Graeme Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Candover 1997 UK No.1 Limited Partnership ) -----------------------------
acting by Ian Xxxxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
Witness /s/ Graeme X. X. Xxxxx
----------------------------------
Full Name Graeme Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Candover 1997 UK No 2 Limited Partnership ) -----------------------------
acting by Ian Xxxxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
Witness /s/ Graeme X. X. Xxxxx
----------------------------------
Full Name Graeme Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
19
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Candover 1997 US No 1 Limited Partnership ) -----------------------------
acting by Ian Xxxxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
Witness /s/ Graeme X. X. Xxxxx
----------------------------------
Full Name Graeme Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Candover 1997 US No 2 Limited Partnership ) -----------------------------
acting by Ian Xxxxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
Witness /s/ Graeme X. X. Xxxxx
----------------------------------
Full Name Graeme Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Candover 1997 US No 3 Limited Partnership ) -----------------------------
acting by Ian Xxxxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
Witness /s/ Graeme X. X. Xxxxx
----------------------------------
Full Name Graeme Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
20
Signed as a deed for and on behalf of ) /s/ Xxxxx XxXxxxxx
RBS Mezzanine Limited ) _____________________________
acting by Xxxxx XxXxxxxx as its attorney ) Attorney
in the presence of this witness: )
/s/ Graeme X.X. Xxxxx
Witness __________________________________
Full Name Graeme Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Xxxx Xxxxxxxx acting by Ian Xxxxx Xxxx as his ) _____________________________
attorney in the presence of this witness: ) Attorney
/s/ Graeme X.X. Xxxxx
Witness __________________________________
Full Name Graeme Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx
Solicitor
