DATED 20 JANUARY 2003
(1) XXXXX X'XXXXXXXXX
AND
(2) HERTAL ACQUISITIONS PLC
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AGREEMENT
FOR THE SALE AND PURCHASE OF SHARES
IN RIVERDEEP GROUP PLC
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Xxxxxxxx Xxxxxx Xxxxxxxx
00 Xxxxxxx Xxxxxx
Xxxxxx 0
Xxxxxxx
Tel + 000 0 000 0000
Fax + 000 0 000 0000
CONTENTS
Page No
1 Interpretation..........................................................1
2 Sale And Purchase.......................................................2
3 Consideration...........................................................2
4 Completion..............................................................2
5 Costs...................................................................2
6 Further Assurance.......................................................2
7 Notices.................................................................2
8 Counterparts............................................................3
9 Whole Agreement.........................................................3
10 Law.....................................................................3
Schedule 1..................................................................5
Irrevocable Proxy..................................................5
THIS AGREEMENT is made the 20th day of January 2003
BETWEEN:
(1) XXXXX X'XXXXXXXXX of Avoca Lodge, 17 Avoca Avenue, Blackrock, Co Dublin
("the Vendor"); and
(2) HERTAL ACQUISITIONS PLC (a company incorporated in Ireland with registered
number 364049) of 00 Xxxxxxx Xxxxxx, Xxxxxx 0 (the "Purchaser").
WHEREAS:
A. Riverdeep Group Plc is a public limited company incorporated under the laws
of Ireland whose registered office is situate at Xxxxx Xxxxx, Xxxxx Xxxxx
Xxxxxx, Xxxxxx 0 (the "Company").
B. The Vendor is the legal and beneficial owner of the Sale Shares (as
hereinafter defined).
C. The Vendor has agreed to sell and the Purchaser has agreed to purchase the
Sale Shares on the terms and subject to the conditions hereinafter
contained.
NOW IT IS HEREBY AGREED as follows:
1 INTERPRETATION
1.1 In this Agreement and the Schedule hereto the following words and
expressions shall have the following meanings:
"Completion" completion of the sale and purchase of the Sale
Shares in accordance with this Agreement;
"Completion Date" the date upon which Completion occurs;
"Condition" means the final resolution of the Board of
Directors of the Purchaser to despatch an offer
for the entire issued and to be issued share
capital of the Company;
"Consideration Shares" means 30,470,186 ordinary shares of US$0.01 each
in the capital of the Purchaser;
"Encumbrance" a mortgage, charge, pledge, lien, option,
restriction, right of first refusal, pre-emption
right, third party right or interest, other
encumbrance or security interest of any kind, or
another type of preferential arrangement
(including, without limitation, a title transfer
or retention arrangement) having similar effect;
"person" any individual, firm, company or other
incorporated or unincorporated body;
"Sale Shares" means the 10,825,966 ordinary shares of US$0.10
each in the capital of the Company registered in
the name of the Vendor;
1
1.2 The Schedule to this Agreement is an integral part of this Agreement and
references to this Agreement include references to such Schedule.
1.3 References in this Agreement to Clauses, Sub-Clauses, paragraphs and
Schedules are references to those contained in this Agreement.
2 SALE AND PURCHASE
The Vendor as beneficial owner hereby agrees to sell and the Purchaser
hereby agrees to purchase the Sale Shares free from all Encumbrances and
with the benefit of all rights of whatsoever nature attaching or accruing
to the Sale Shares including all rights to any dividends and distributions
declared, paid or made in respect of the Sale Shares after the Completion
Date.
3 CONSIDERATION
The total consideration for the purchase of the Sale Shares by the
Purchaser shall be the issue and allotment of the Consideration Shares by
the Purchaser to the Vendor upon Completion.
4 COMPLETION
4.1 Completion shall take place at the offices of Xxxxxxxx Xxxxxx Xxxxxxxx
Solicitors or at such other place as the parties may agree immediately
following satisfaction of the Condition.
4.2 On Completion, the Vendor shall deliver to the Purchaser a duly executed
share transfer form in respect of the Sale Shares, together with the
relevant Share Certificate and the Purchaser shall issue and allot the
Consideration Shares and enter the Vendor in the register of members as the
holder of the Consideration Shares and shall deliver a share certificate to
the Vendor accordingly.
4.3 On Completion the Vendor shall deliver to the Purchaser or its nominee, an
Irrevocable Proxy in the form contained in Schedule 1 hereto, conferring on
the Purchaser or its nominee the entitlement to exercise all rights
exercisable by the registered holder of the Sale Shares, such Irrevocable
Proxy to enure pending registration of the Purchaser or its nominee as the
registered owner of the Sale Shares.
4.4 The Purchaser shall present the share transfer form referred to in clause
4.2 at the Stamps Branch of the Revenue Commissioners for stamping within
30 days of the Completion Date.
5 COSTS
Each party shall pay its own costs relating to the negotiation,
preparation, execution and performance by it of this Agreement and of each
document referred to in it.
6 FURTHER ASSURANCE
After Completion the Vendor shall do all such things as the Purchaser
reasonably requests to vest in the Purchaser or its nominee title to the
Sale Shares.
7 NOTICES
7.1 Any notice or other communication given or made under this Agreement shall
be in writing and may be delivered to the relevant party or sent by prepaid
letter, or facsimile transmission
2
to the address or registered office of that party specified in this
Agreement or to that party's facsimile transmission number thereat or such
other address or number as may be notified hereunder by that party from
time to time for this purpose and shall be effectual notwithstanding any
change of address not so notified.
7.2 Unless the contrary shall be proved, each such notice or communication
shall be deemed to have been given or made and delivered, if by letter, 48
hours after posting, if by delivery, when left at the relevant address and,
if by facsimile transmission, when transmitted.
8 COUNTERPARTS
This Agreement may be executed in any number of counterparts each of which
when executed and delivered is an original, but all the counterparts
together constitute the same document.
9 WHOLE AGREEMENT
This Agreement contains the whole agreement between the parties hereto
relating to the transactions provided for in this Agreement and supersedes
all previous agreements (if any) between such parties in respect of such
matters and each of the parties to this Agreement acknowledges that in
agreeing to enter into this Agreement it has not relied on any
representations or warranties except for those contained in this Agreement.
10 LAW
This Agreement shall be governed by and construed in all respects in
accordance with the laws of Ireland and the parties agree to submit to the
non-exclusive jurisdiction of the Irish Courts as regards any claim or
matter arising in relation to this Agreement.
IN WITNESS HEREOF this Agreement was entered into on the date shown at the
beginning of this Agreement.
3
Signed, sealed and delivered by
XXXXX X'XXXXXXXXX /s/Xxxxx X'Xxxxxxxxx
in the presence of:
/s/Xx Xxxxxx
Xxxxxx 0
Present when the Common Seal
of HERTAL ACQUISITIONS PLC
was affixed hereto:
/s/Xxxxx XxXxxxxx
----------------------------------------
Director
/s/Xxxxxxx Xxxxxxxx
----------------------------------------
Director/Secretary
4
Schedule 1
Irrevocable Proxy
To whom it may concern:
XXXXX X'XXXXXXXXX (the "Member") being the registered holder of 10,825,966
ordinary shares (the "Shares") in Riverdeep Group Plc (the "Company"), having by
agreement dated January 2003 in favour of Hertal Acquisitions Plc of 00 Xxxxxxx
Xxxxxx, Xxxxxx 0 (the "Representative") transferred the Shares registered in his
name to the Representative together with all rights now and hereafter attaching
thereto, hereby as the deed of the Member irrevocably appoints the
Representative as the Member's representative to exercise in the absolute
discretion of the Representative all rights attaching to the Shares or
exercisable by the Member in his capacity as a member of the Company and without
prejudice to the generality of the foregoing, the powers exercisable by the
Representative shall include the power to exercise rights of voting at,
consenting to short notice of, or requisitioning or joining in the
requisitioning of any general, class or other meeting and the power to execute,
deliver and do all deeds, instruments and acts in the Member's name and on his
behalf in pursuance of the foregoing and in each case with the same force and
effect as the Member might or could do and the Member hereby confirms and
ratifies all that the Representative or his nominee shall do or cause to be done
by virtue hereof and shall include the power to sub-delegate this power.
This power and proxy is irrevocable but shall expire on the Member ceasing to be
a member of the Company by registration in the Register of Members of the
Company of the Representative or his nominee as owner of the Shares, but without
prejudice to any power exercised prior to such date.
This deed shall be governed by and construed in accordance with the laws of
Ireland.
Dated 2003
SIGNED SEALED AND DELIVERED
by XXXXX X'XXXXXXXXX /s/Xxxxx X'Xxxxxxxxx
in the presence of:
5
DATED 20 JANUARY 2003
(1) XXXXXXX XXXXXXXX
AND
(2) HERTAL ACQUISITIONS PLC
------------------------------------------
AGREEMENT FOR THE SALE AND PURCHASE OF
SHARES IN RIVERDEEP GROUP PLC
------------------------------------------
Xxxxxxxx Xxxxxx Xxxxxxxx
00 Xxxxxxx Xxxxxx
Xxxxxx 0
Xxxxxxx
Tel + 000 0 000 0000
Fax + 000 0 000 0000
