EXHIBIT 3.6
Dated 19th December, 1996
XXXXXXX.XX HOLDINGS PLC
-and-
HESTIA INVESTMENTS S.A.
AGREEMENT FOR SHARE SUBSCRIPTION
THIS AGREEMENT is made the 19th day of December, 1996
BETWEEN
(A) XXXXXXX.XX HOLDINGS PLC (registered number 3194226) whose registered
office is at Xxxxxxxxx, 00 Xxxxxxxx Xxxxxxxxxx, Xxxxxx XX00 JDX (the
"Company"); and
(B) HESTIA INVESTMENTS SA (registered number 4168513) whose registered
office is at 00 Xxxxxxx Xxxxxx XX 00000 Xxxxxx Bahamas (the
"Investor").
INTRODUCTION
The Investor has agreed to make an investment in the Company upon the terms and
conditions hereafter contained.
AGREED TERMS
1. Nature of Investment
1.1 The Investor shall subscribe in cash a total of(pound
sterling)1,240,000 for 310,000 ordinary shares of 5p each in the
capital of the Company.
1.2 It is acknowledged that the price has been agreed at(pound sterling)4
per share.
1.3 The subscription monies shall be paid by telegraphic transfer as set
out in column (1) below and the ordinary shares shall be allotted as
set out in column (2) below on the dates as set out in column (3)
below:
(1) (2) (3)
Subscription monies Shares allotted Dates
(pound sterling)1,240,000.00 310,000 02/17/96
1.4 Subject to payment of the subscription monies due thereof, the Company
shall procure that 310,000 ordinary shares of 5p each in the capital of
the Company are allotted to the Investor and shall within 5 business
days thereafter deliver to the Investor the share certificate thereof.
Such shares shall have attached thereto the rights set out in the
articles of association of the Company at the date hereof.
2. Publicity
As soon as practical after the date of this agreement, the Company and
the Investor shall agree on announcement of the Investor's acquisition
of share in the Company pursuant to the Agreement.
3. Notices
3.1 Any notice or other written communication given under or in connection
with this Agreement may be delivered personally or sent by first class
post (airmail if overseas) or by telex or facsimile.
3.2 The address for service on the Company or on the Investor shall be
their respective registered offices.
3.3 Any such notice or other written communication shall be deemed to have
been served:
(a) if delivered personally, at the time of delivery;
(b) if posted, at the expiry of forty-eight hours after it was
posted;
(c) if sent by telex or facsimile message, at the time of
transmission.
3.4 In proving such service, it shall be sufficient to prove that personal
delivery was made, or that such notice or other written communication
was properly addressed, stamped and posted or in the case of a telex,
that the intended recipient's answerback code is shown on the copy
retained by the sender at the beginning and end of the message or in
the case of facsimile message, that an activity or other report from
the sender's facsimile machine can be produced in respect of the notice
or other written communication showing the recipient's facsimile number
and the number of pages transmitted.
4. Counterparts
This Agreement may be entered into any number of counterparts and by
the prices to it on separate counterparts, each of which when so
executed and delivered shall be an original, but all the counterparts
shall together constitute one and the same instrument.
5. Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with
English Law and each party to this Agreement submits to the
non-exclusive jurisdiction of the English Courts.
6. Testimonium
This Agreement has been entered into on the date first written above.
SIGNED for )
and on behalf of )
XXXXXXX.XX HOLDINGS PLC )
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Director duly authorized to sign
SIGNED for )
and on behalf of )
HESTIA INVESTMENTS SA )
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Authorized Signatory FOR JORDANS (Isle of Man) LIMITED
