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EXHIBIT 10.101C
SHARE PURCHASE AND SALE AGREEMENT
AN AGREEMENT made this 6th day of April 1998
Between
(1) INTERNATIONAL WIRELESS COMMUNICATIONS INC. ("IWC") of 000 Xxxxx Xx Xxxxxx
Xxxx, Xxxxx 0000, Xxx Xxxxx, XX 00000, Xxxxxx Xxxxxx of America;
And
(2) SHUBILA HOLDINGS SDN. BHD. (Company No. 194957-U) ("Shubila") of 2nd Floor,
Wisma Xxxxx, Xxxxx Xxx Xxxxxxxxxx, 00000 Xxxxx Xxxxxx.
RECITALS
(A) PRISMANET (M) SDN. BHD. (Company No. 257906-T) ("Company") (formerly known
as Syarikat Telefon Wireless (M) Sdn. Bhd.) is a private limited company
incorporated in Malaysia having an authorised capital of RM150,000,000.00
only divided into 150,000,000 ordinary shares of RM1.00 only of which
80,000,000 ordinary shares of RM1.00 each are issued and fully paid-up or
credited as fully paid-up.
(B) IWC is the beneficial owner of 18,000,000 ordinary shares in the Company
("Sale Shares").
(C) By a Loan Agreement dated 18th August 1995 ("Loan Agreement") entered into
between the Company as borrower ("Borrower"), Permata Merchant Bank Berhad
as arranger and agent ("Agent") and a Syndicate of Financial Institutions
comprising Permata Merchant Bank Berhad ("Permata Bank") and Perwira Affin
Bank Berhad ("Affin Bank") (collectively "Lenders") as lenders, the Lenders
agreed to make available to the Borrower a term loan facility of
RM91,000,000.00 upon the terms and conditions therein contained.
(D) Pursuant to the Loan Agreement:-
D.1 IWC entered into a Collateral Agreement dated 2nd October 1995
("Collateral Agreement") with Shubila, Xxxxxxx Sdn. Bhd. ("Xxxxxxx"),
the Borrower and Permata Bank as agent for the Beneficiaries wherein
IWC, Shubila and Xxxxxxx as shareholders of and lenders to the
Borrower made certain covenants upon the terms and conditions therein
contained. The expression "Beneficiaries" means Permata Bank as agent
and arranger and the Lenders from time to time under the Loan
Agreement.
D.2 IWC entered into an Option Agreement dated 2nd October 1995 ("Option
Agreement") with Permata Bank wherein IWC granted a call option to
Permata Bank to purchase from IWC all or part of the Option Shares (as
defined therein)
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at the price and upon the terms and conditions therein contained.
D.3 and the Collateral Agreement, the Agent accepted a deposit by IWC of
three (3) original share certificates numbers 044, 052 and 054 for an
aggregate of 15,000,000 ordinary shares in the Borrower with a share
transfer form duly executed by IWC but with the transferee's portion
left blank (collectively "Share Documents") as security for the
Borrower's indebtedness and the performance of the Borrower of its
obligations under the Loan Documents (as that term is defined in the
Loan Agreement) ("Share Charge"). The Agent did not request for nor
did IWC execute a Memorandum of Deposit of Stock and Non-Marketable
Securities in favour of the Agent.
(E) By a letter of offer dated 2 April 1998 from Shubila to IWC, Shubila has
offered to purchase all of IWC's shares in the Company and IWC has accepted
Shubila's offer at the price and upon the terms and conditions therein
contained.
(F) It is inter alia a condition precedent to IWC's agreeing to sell all of its
shares in the Company to Shubila for the Beneficiaries to release and
discharge all of IWC's obligations arising out of the transactions
contemplated by the Loan Agreement including without limitation any
obligations arising under the Collateral Agreement, Option Agreement and
Share Charge.
NOW IT IS HEREBY AGREED as follows:-
1. INTERPRETATION
1.1 In this Agreement unless the context otherwise requires, the following
words and expressions shall have the following meanings:-
"Business Day" means a day (other than a Saturday and Sunday) on which
commercial banks in Kuala Lumpur are open for business;
"Closing" means on or prior to 30 April 1998;
"Conditions
Precedent" means receipt by IWC (in form and substance
satisfactory to IWC) of:-
(a) a duly executed and stamped Deed of Release; and
(b) the Share Documents;
"Deed of Release" means the Deed of Revocation and Mutual Release to be
executed by the Agent in the form set out in Schedule A
annexed hereto;
"Directors'
Discharge" means the Deed of Discharge to be executed by the
Company in the form set out in Schedule B annexed
hereto;
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"Documents" means collectively:-
(a) original share certificates to the Sale Shares;
(b) valid and registrable transfer forms duly executed by
IWC in respect of the Sale Shares with the transferee's
portion left blank ("Transfers"). For the avoidance of
doubt, Shubila reserves the right to nominate any third
party/s to be the transferee/s for the Sale Shares or
any part thereof; and
(c) letters of resignation of Xxxxxxxx X. Xxxx and Xxxxx
Xxxxx as directors of the Company in which each of the
directors confirm that they have no claim whatsoever
against the Company arising from their duties and
office as directors of the Company for whatever
reasons;
"Payment Date" means 1st October 1999;
"Purchase Price" means the sum of US Dollars Four Million
(US$4,000,000.00) only subject to such reductions in
price if Shubila pays on the dates of payment set out
in Schedule C annexed hereto;
"US Dollar" or
"US$" means the lawful currency of the United States of
America.
1.2 In this Agreement, unless there is something in the subject or context
inconsistent with such construction or unless it is otherwise expressly
provided:-
(a) words denoting one gender include all other genders and words denoting
the singular include the plural and vice versa;
(b) words denoting persons include corporations, and vice versa and also
include their respective estate, personal representatives, successors
in title or permitted assigns, as the case may be;
(c) any reference to a recital, clause, schedule or party is to the
relevant recital, clause, schedule or party of or to this Agreement
and any reference to this Agreement or any of the provisions hereof
includes all amendments and modifications made to this Agreement from
time to time in force;
(d) any reference to a statutory provision includes any modification,
consolidation or reenactment thereof for the time being in force, and
all statutory instruments or orders made pursuant thereto;
(e) any reference to "writing" or cognate expressions, includes any
communications effected by telex, cable, facsimile transmission or
other comparable means;
(f) if any period of time is specified from a given day, or the day of a
given act or
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event, it is to be calculated exclusive of that day and
if any period of time falls on a day which is not a Business Day, then
that period is to be deemed to only expire on the next Business Day.
1.3 The Recitals and Schedules of and to this Agreement shall have effect and
be construed as an integral part of this Agreement but in the event of any
conflict or discrepancy between any of the provisions of this Agreement
such conflict or discrepancy shall, for the purposes of the interpretation
and enforcement of this Agreement, be resolved by:-
(a) giving the provisions contained in the clauses of this Agreement
priority and precedence over the provisions contained in the Recitals
and Schedules of and to this Agreement; and
(b) giving the provisions in the Schedules of this Agreement priority and
precedence over the provisions contained in the Recitals to this
Agreement.
1.4 The headings in this Agreement are inserted merely for convenience of
reference and shall be ignored in the interpretation and construction of
any of the provisions herein contained.
1.5 Time wherever mentioned shall be deemed to be of the essence of this
Agreement.
2. CONDITIONS PRECEDENT
2.1 Subject to the terms and conditions in this Agreement, IWC shall sell and
Shubila shall purchase the Sale Shares free from all liens, claims,
charges, mortgages, equities and other encumbrances whatsoever but with all
rights and advantages attaching thereto or accruing thereon together with
all dividends (including dividends declared and but not paid) as at the
date of this Agreement.
2.2 This Agreement shall be conditional upon the Conditions Precedent being
satisfied on or before the Closing, failing which this Agreement shall
become null and void and the parties hereto shall have no claims whatsoever
against the other in respect of the subject matter of this Agreement.
3. PURCHASE PRICE AND PAYMENT
3.1 Subject to the Conditions Precedent being satisfied on or before Closing,
the Purchase Price shall be paid in one lump sum by Shubila to IWC on or
before Payment Date Provided Always that interest at the rate of twelve
percent (12%) per annum calculated (before as well as after judgment) on a
daily basis shall be charged on the outstanding Purchase Price after
Payment Date until payment in full.
4. DOCUMENTS AND COMPLETION OF SALE AND PURCHASE
4.1 Completion of the sale and purchase of the Sale Shares shall take place on
the Closing
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whereupon the following shall ensue:-
(a) first, Shubila shall deliver to IWC:-
(i) the duly executed and stamped Deed of Release;
(ii) the Share Documents; and
(iii) the duly executed and stamped Directors' Discharge;
(b) secondly, IWC shall deliver to Shubila the Documents.
4.2 Upon the parties' compliance with their respective obligations under Clause
4.1, beneficial ownership in the Sale Shares shall be transferred from IWC
to Shubila Subject Always that Shubila shall indemnify and keep IWC and its
parent, affiliated associated and subsidiary corporations and their
respective directors, officers, employees, servants and agents
(collectively the "IWC Parties") fully indemnified against all claims
demands actions proceedings fines penalties taxes loss liabilities damage
and costs and expenses (including all solicitors client costs) which the
IWC Parties may suffer or sustain whether directly or indirectly arising
out of IWC's ownership of the Sale Shares, its exercise of any rights in
respect of the Sale Shares, including without limitation the appointment or
release of any officers, directors or employees of the Company or the
actions or inaction of any such persons, participation in any agreements
amongst the shareholders of the Company, and without limiting the
generality of the foregoing, participation in the Agreement to Allocate
Responsibility among Shubila, Xxxxxxx and IWC dated 15 November 1995
("Agreement to Allocate Responsibility"), participation in the
Shareholders' Agreement among Shubila, Xxxxxxx and IWC dated 26 March 1996
("Shareholders Agreement"), participation in the Loan Agreement and the
Loan Documents (as that term is defined in the Loan Agreement) or
participation in any transactions contemplated by such agreements including
any claims which the Company or any shareholder of the Company (past
present or future) or any director of the Company (past present or future)
may make against the IWC Parties.
4.3 Shubila hereby releases IWC and its parent, affiliated associated and
subsidiary corporations and their respective directors, officers,
employees, servants and agents (collectively the "IWC Releasees") from all
sums of money liabilities obligations accounts actions proceedings claims
and demands whatsoever which Shubila at any time had or has down to the
date of this Agreement against the IWC Releasees for or by reason or in
respect of the exercise of any rights in regard to the Sale Shares,
including without limitation the appointment or release of any officers,
directors or employees of the Company or the actions or inaction of any
such persons, participation in any agreements amongst the shareholders of
the Company, and without limiting the generality of the foregoing, any act
cause matter or thing relating to the obligations, observance and
performance of the Loan Agreement including any liabilities and obligations
arising under the Collateral Agreement, the Agreement to Allocate
Responsibility, Option Agreement and Share Charge on the part of the IWC
Releasees and/or pursuant to any agreements which IWC has entered into
(a) with Shubila and/or (b) with Shubila and any other party(s) including
without limiting the generality of the foregoing, the Shareholders
Agreement.
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5. PARTIES' REPRESENTATIONS AND WARRANTIES
5.1 IWC warrants and represents to Shubila as follows:-
(a) that except as disclosed in this Agreement, IWC is the legal and
absolute beneficial owner of the Sale Shares and that the Sale Shares
are fully paid-up and are free from all claims, charges, mortgages,
liens, equities and other encumbrances whatsoever;
(b) that IWC has waived all pre-emptive rights over the shares of the
Company owned by Xxxxxxx under the provisions of the Shareholders
Agreement.
5.2 Shubila warrants and represents to IWC as follows:-
(a) that Shubila has made an offer on identical terms to Xxxxxxx for the
purchase of Laranda's shares in the Company;
(b) that all authorisation have been obtained and Shubila is empowered to
enter into and perform its obligations under this Agreement upon the
terms and conditions herein contained;
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(c) that Shubila is not insolvent and has not committed any acts of
bankrupcty nor has any winding-up notice or proceedings been served on
it.
5.3 Without prejudice to any other rights and remedies which IWC may have in
law, Shubila undertakes and agrees with IWC that it will at all times
hereinafter indemnify and keep IWC indemnified fully and effectively
against claims, proceedings, actions, fines, taxes, penalties, loss or
damage, costs, expenses (including all solicitors-client costs) and other
liabilities which IWC may directly or indirectly suffer or sustain as a
result of or in connection with any misrepresentations contained in or any
breach of any of the representations, warranties and undertakings of
Shubila set out in this Agreement. The indemnity shall remain in full force
and effect and shall continue to subsist hereafter notwithstanding the
completion of the sale and purchase of the Sale Shares.
6. COMMUNICATION
6.1 NOTICES
Any notice or other communication to be given under or in respect of this
Agreement shall be in writing and may be delivered, given or sent by -
(a) hand;
(b) registered post, first class post or express or air mail or other fast
postal service; or
(c) telex, facsimile transmission or other instantaneous electronic media.
6.2 ADDRESS
Any notice or other communication to be given under or in respect of this
Agreement shall be delivered, given or sent to the party or his solicitors
("addressee") at the address or telex or facsimile transmission number set
out in this Agreement, or at such other address or telex or facsimile
transmission number as the addressee may give notice of to the other party
from time to time.
6.3 LANGUAGE
Any notices and communications to be given under or in respect of this
Agreement shall be in the English language or, if in other language,
accompanied by a translation thereof in the English language, certified to
be a true and correct translation of the original.
6.4 TIME OF SERVICE
Any notice and communications to be given under or in respect of this
Agreement shall be deemed to have been duly served upon and received by the
addressee -
(a) if delivered by hand prior to 5.00 p.m. on a Business Day, at the time
of delivery or, if delivered by hand at any other time, at 10.00 a.m.
on the next Business Day
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following the date of such delivery;
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(b) if sent by registered post, first class post or express or air mail or
other fast postal service, on the 3rd Business Day falling after the
date of despatch; and
(c) if transmitted by way of telex or facsimile transmission or other
instantaneous electronic media prior to 5.00 p.m. on a Business Day,
at the time of transmission, or if transmitted by way of telex or
facsimile transmission or other instantaneous electronic media at any
other time, at 10.00 a.m. on the next Business Day following the date
of such transmission.
6.5 PROOF OF SERVICE
In proving the giving of a notice or any other document under or in respect
of this Agreement it shall be sufficient to show -
(a) in the case of registered post, first class post or express or air
mail or other fast postal service, that the notice or other document
was duly addressed and posted; or
(b) in the case of facsimile transmission or telex or other instantaneous
electronic media, that the notice or other document was duly
transmitted from the despatching terminal as evidenced by a
transmission report generated by the despatching terminal.
7. GENERAL
7.1 APPLICABLE LAW
This Agreement shall be governed by the laws of Malaysia.
7.2 NON-WAIVER
No failure or delay on the part of any party hereto in exercising any power
or right hereinunder shall operate as a waiver thereof, nor shall any
single or partial exercise of such right or power preclude any other or
further exercise thereof or the exercise of any other right or power
thereof.
7.3 COSTS
(a) Each party shall bear their own solicitors costs.
(b) The stamp fees payable on this Agreement and the transfer forms
executed in accordance with the provisions of this Agreement including
the registration fees of the transfer of the Sale Shares shall be
borne and paid by Shubila.
(c) Shubila shall bear all costs and expenses in obtaining the approvals
or waivers of the Agent, the Beneficiaries and Xxxxxxx, where
applicable.
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7.4 SEVERABILITY
Each Clause hereof shall be deemed to be independent and the invalidity or
unenforceability of any such Clause shall not affect the validity or
enforceability of any other Clause of this Agreement.
7.5 SUCCESSORS IN TITLE AND ASSIGNS
This Agreement shall be binding upon the parties hereto their successors in
title and permitted assigns respectively. Notwithstanding anything to the
contrary contained in this Agreement, Shubila shall be entitled, by written
notice served on IWC, to assign all its rights title and interest in to and
under this Agreement provided always such assignment shall not in any way
affect or discharge the obligations and liabilities of Shubila hereunder
including but not limited to the obligations to settle the Purchase Price.
7.6 COUNTERPARTS
This Agreement may be executed in any number of counterparts, all of which
taken together and when delivered to IWC shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by
signing any such counterpart.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF the parties hereto have hereunto set their hands and
seals the day and year first above written.
SIGNED SEALED AND DELIVERED )
by )
for and on behalf of ) /s/ Xxxxxxxx X. Xxxx
INTERNATIONAL WIRELESS )
COMMUNICATIONS INC. )
in the presence of:- )
SIGNED SEALED AND DELIVERED )
by SHUBILA HOLDINGS SDN. BHD. )
(Company No.194957-U) )
duly affixing its Common Seal ) /s/ Rosli Bin Man
in accordance with its Memorandum )
& Articles of Association )
in the presence of:- )
/s/_________________________ /s/________________________________
Director Director/Secretary
This is the execution page of the Share Sale Agreement between the abovenamed
parties for 18,000,000 shares in Prismanet (M) Sdn. Bhd.
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SCHEDULE A
DEED OF REVOCATION AND MUTUAL RELEASE
THIS DEED OF REVOCATION AND MUTUAL RELEASE is made on
Between
(1) INTERNATIONAL WIRELESS COMMUNICATIONS INC. ("IWC");
And
(2) PERMATA MERCHANT BANK BERHAD (Company No. 9999-V) ("Agent") as agent for
the Beneficiaries (as hereinafter defined).
WHEREAS
(A) By a Loan Agreement dated 18th August 1995 ("Loan Agreement") entered into
between Syarikat Telefon Wireless (M) Sdn. Bhd. (now known as Prismanet (M)
Sdn. Bhd.) as borrower ("Borrower"), the Agent as arranger and agent and a
Syndicate of Financial Institutions comprising Permata Merchant Bank Berhad
("Permata Bank") and Perwira Affin Bank Berhad ("Affin Bank") (collectively
"Lenders") as lenders, the Lenders agreed to make available to the Borrower
a term loan facility of RM91,000,000.00 upon the terms and conditions
therein contained, and pursuant to which the Lenders authorised the Agent
to execute the Loan Documents (as that term is defined in the Loan
Agreement), hold the Security thereby created, and to take such action on
behalf of the Lenders and exercise and carry out such powers, discretions
and authorities as described therein and as reasonably incidental thereto
which authorises the Agent to execute and deliver this Deed on behalf of
the Lenders.
(B) Pursuant to the Loan Agreement:-
B.1 IWC entered into a Collateral Agreement dated 2nd October 1995
("Collateral Agreement") with Shubila Holdings Sdn. Bhd. ("Shubila"),
Xxxxxxx Sdn. Bhd. ("Xxxxxxx"), the Borrower and Permata Bank as agent
for the Beneficiaries wherein IWC, Shubila and Xxxxxxx as shareholders
of and lenders to the Borrower made certain covenants upon the terms
and conditions therein contained. The expression "Beneficiaries" means
Permata Bank as agent and arranger and the Lenders from time to time
under the Loan Agreement.
B.2 IWC entered into an Option Agreement dated 2nd October 1995 ("Option
Agreement") with Permata Bank wherein IWC granted a call option to
Permata Bank to purchase from IWC all or part of the Option Shares (as
defined therein) at the price and upon the terms and conditions
therein contained.
B.3 and the Collateral Agreement, the Agent accepted a deposit by IWC of
three (3) original share certificates numbers 044, 052 and 054 for an
aggregate of 15,000,000 ordinary shares in the Borrower with a share
transfer form duly
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executed by IWC but with the transferee's portion left blank
(collectively "Share Documents") as security for the Borrower's
indebtedness and the performance of the Borrower of its obligations
under the Loan Documents (as that term is defined in the Loan
Agreement) ("Share Charge"). The Agent did not request for nor did
IWC execute a Memorandum of Deposit of Stock and Non-Marketable
Securities in favour of the Agent.
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C. By a letter of offer dated 2 April 1998 from Shubila to IWC, Shubila has
offered to purchase all of IWC's shares in the Borrower and IWC has
accepted Shubila's offer at the price and upon the terms and conditions
therein contained.
D. It is inter alia a condition precedent to IWC's agreeing to sell all of its
shares in the Borrower to Shubila for the Beneficiaries to release and
discharge all of IWC's obligations arising out of the transactions
contemplated by the Loan Agreement including without limitation any
obligations arising under the Collateral Agreement, Option Agreement and
Share Charge.
NOW THIS DEED WITNESSETH as follows:-
1. The Agent for itself and as agent for the Beneficiaries hereby releases IWC
and its parent, affiliated associated and subsidiary corporations and their
respective directors, officers, employees, servants and agents
(collectively the "IWC Releasees") from all sums of money liabilities
obligations accounts actions proceedings claims and demands whatsoever
which the Agent and/or the Beneficiaries at any time had or has down to the
date of this Deed against the IWC Releasees for or by reason or in respect
of any act cause matter or thing relating to the obligations, observance
and performance of the Loan Agreement including without limitation any
liabilities and obligations arising under the Collateral Agreement, Option
Agreement and Share Charge on the part of the IWC Releasees.
2. IWC hereby releases the Agent and Beneficiaries and their parent,
affiliated associated and subsidiary corporations and their respective
directors, officers, employees, servants and agents (collectively the "Bank
Releasees") from all sums of money liabilities obligations accounts actions
proceedings claims and demands whatsoever which IWC at any time had or has
down to the date of this Deed against the Bank Releasees for or by reason
or in respect of any act cause matter or thing relating to the obligations,
observance and performance of the Loan Agreement including any liabilities
and obligations arising under the Collateral Agreement, Option Agreement,
Share Charge and the Loan Documents (as those terms are defined in the Loan
Agreement) on the part of the Bank Releasees.
3. The parties hereby agree that the Option Agreement and Share Charge shall
be revoked and become null and void on the date of this Deed.
Simultaneously with the execution of this Agreement, the Agent shall return
the Share Documents to IWC or at IWC's instructions, to Xxxxxxx.
0. The stamp duty on this Deed shall be borne by Shubila Holdings Sdn. Bhd..
Each party shall bear its own solicitors' costs.
5. This Deed shall be governed by and construed in accordance with the laws of
Malaysia.
6. This Deed shall be binding upon IWC, the Agent and each of the
Beneficiaries and their respective successors in title and lawful assigns.
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REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF the parties hereto have hereunto set their hands and
seals the day and year first above written.
SIGNED SEALED AND DELIVERED )
by )
for and on behalf of )
INTERNATIONAL WIRELESS )
COMMUNICATIONS INC. )
in the presence of:- )
_______________________________
SIGNED SEALED AND DELIVERED )
by )
for and on behalf of PERMATA )
MERCHANT BANKER BERHAD )
in the presence of:- )
_______________________________
This is the execution page of the deed of revocation and mutual release between
the abovenamed parties regarding
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a term loan facility of RM91,000,000.00 granted to Prismanet (M) Sdn. Bhd..
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SCHEDULE B
To be Adopted on LetterHead of Prismanet (M) Sdn. Bhd.
To: (1) Xx. Xxxxxxxx X. Xxxx
(2) Xx. Xxxxx Xxxxx
Dear Sirs,
RELEASE FROM DIRECTORS' DUTIES
In consideration of you agreeing to resign as directors of Prismanet (M) Sdn.
Bhd. ("Company") and confirming that each of you have no claim whatsoever
against the Company arising from your duties and office as directors of the
Company for whatever reasons, we hereby declare and confirm that we have no
claims of whatsoever nature against you arising from your duties and office as
directors of the Company for whatever reasons and hereby release each of you
from all sums of money liabilities obligations accounts actions proceedings
claims and demands whatsoever which we at any time had or has down to and
including the respective dates of your resignation as directors of the Company.
Dated this day of 1998.
Yours faithfully
for PRISMANET (M) SDN. BHD.
Duly authorised signatory
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SCHEDULE C
DATE OF PAYMENT ADJUSTMENT PURCHASE PRICE US$
1 May 1998 -22% 3,120,000
1 June 1998 -20% 3,200,000
1 July 1998 -18% 3,280,000
1 August 1998 -16% 3,360,000
1 September 1998 -14% 3,440,000
1 October 1998 -12% 3,520,000
1 November 1998 -11% 3,560,000
1 December 1998 -10% 3,600,000
1 January 1999 - 9% 3,640,000
1 February 1999 - 8% 3,680,000
1 March 1999 - 7% 3,720,000
1 April 1999 - 6% 3,760,000
1 May 1999 - 5% 3,800,000
1 June 1999 - 4% 3,840,000
1 July 1999 - 3% 3,880,000
1 August 1999 - 2% 3,920,000
1 September 1999 - 1% 3,960,000
1 October 1999 0% 4,000,000
