EXHIBIT 2.1
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DATED 22 JUNE 2004
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DT HOLDINGS LIMITED
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FIRST DT HOLDINGS LIMITED
- and -
SECOND DT HOLDINGS LIMITED
- and -
XXXXXXXXX INTERNATIONAL INC.
- and -
PRESS ACQUISITIONS LIMITED
- and -
HOLYROOD HOLDINGS LIMITED
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AGREEMENT
for the sale and purchase of shares in
TELEGRAPH GROUP LIMITED
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XXXXXXX XXXXX
Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: 000 0000 0000
Fax: 000 0000 0000
Ref: 2070/2069/30842317
TABLE OF CONTENTS
CLAUSE HEADINGS PAGE
1. INTERPRETATION.....................................................1
2. SALE AND PURCHASE..................................................6
3. CONSIDERATION......................................................6
4. CONDUCT OF BUSINESS BEFORE COMPLETION..............................6
5. COMPLETION.........................................................8
6. WORKING CAPITAL STATEMENT.........................................12
7. SETTLEMENT OF WORKING CAPITAL ADJUSTMENT..........................15
8. WARRANTIES........................................................17
9. MUTUAL WARRANTIES.................................................20
10. FURTHER WARRANTIES AND UNDERTAKINGS...............................20
11. VENDORS' COVENANTS................................................25
12. ANNOUNCEMENTS.....................................................26
13. GUARANTEES........................................................26
14. MISCELLANEOUS.....................................................26
15. COSTS.............................................................28
16. NOTICES...........................................................28
17. GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS................29
SCHEDULE 1 PARTICULARS OF THE COMPANY AND THE SUBSIDIARIES....................31
SCHEDULE 2 WARRANTIES ........................................................51
SCHEDULE 3 PROPERTIES ........................................................64
SCHEDULE 4 REGISTERED INTELLECTUAL PROPERTY RIGHTS............................68
SCHEDULE 5 DOMAIN NAMES.......................................................98
SCHEDULE 6 CONSIDERATION PAYMENTS............................................100
SCHEDULE 7 INTENTIONALLY LEFT BLANK..........................................101
SCHEDULE 8 WORKING CAPITAL...................................................102
SCHEDULE 9 ILLUSTRATIVE PRO-FORMA WORKING CAPITAL STATEMENT..................117
SCHEDULE 10 PERMITTED TRANSACTIONS...........................................118
DOCUMENTS IN THE AGREED TERMS
Tax Deed
Directors/Secretaries Resignation Letter
Vendors' Knowledge List
Purchaser's Knowledge List
Assignment of confidentiality rights referred to in sub-clause 5.3.1 (M)
Irrevocable powers of attorney to vote Shares referred to in sub-clause 5.3.1
(L)
List of charges to be released on Completion referred to in sub-clause 5.3.1 (I)
Management Accounts
Schedule 4 Registered Intellectual Property Rights
Schedule 8 Working Capital
THIS AGREEMENT is made on 22 June 2004
BETWEEN:
(1) DT HOLDINGS LIMITED a company incorporated in England and Wales
(registered number 2621255) and whose registered office is at 0 Xxxxxx
Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX;
(2) FIRST DT HOLDINGS LIMITED a company incorporated in England and Wales
(registered number 2629934) and whose registered office is at 1 Canada
Square aforesaid;
(3) SECOND DT HOLDINGS LIMITED a company incorporated in England and Wales
(registered number 4173300) and whose registered office is at 1 Canada
Square aforesaid;
(DT Holdings Limited, First DT Holdings Limited and Second DT Holdings
Limited being together referred to herein as the "VENDORS")
(4) XXXXXXXXX INTERNATIONAL INC. a corporation incorporated in the State of
Delaware whose head office is at 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Xxxxxx Xxxxxx of America (the "VENDORS' GUARANTOR");
(5) PRESS ACQUISITIONS LIMITED a company incorporated in England and Wales
(registered number 5098596) and whose registered office is at 0xx
Xxxxx, 00 Xx Xxxxx'x Xxxxxx, Xxxxxx XX0X 0XX (the "PURCHASER"); and
(6) HOLYROOD HOLDINGS LIMITED a company incorporated in England and Wales
(registered number 3026562) and whose registered office is at 0xx
Xxxxx, 00 Xx Xxxxx'x Xxxxxx, Xxxxxx XX0X 0XX (the "PURCHASER'S
GUARANTOR").
RECITALS:
A. Telegraph Group Limited (the "COMPANY") was incorporated in England and
Wales on 31 March 1948 with registered number 451593 and is a private
company limited by shares. Further details of the Company, its
authorised and issued share capital and the names of its present
directors and secretary are set out in Part 1 of Schedule 1.
B. The companies named in Part 2 of Schedule 1 (the "SUBSIDIARIES") are
the only subsidiaries of the Company. Further details of the
Subsidiaries, and the Joint Venture Companies are set out in Part 2 of
Schedule 1 and Part 3 of Schedule 1 respectively.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 In this Agreement and in the Schedules the following definitions are
used:
"ACCOUNTS" means the audited consolidated balance sheet of the Company
and its subsidiary undertakings as at the Accounts Date, the audited
balance sheet of the Company as at the Accounts Date and the audited
consolidated profit and loss account of the Company and its subsidiary
undertakings in respect of the accounting reference period of the
Company and its subsidiary undertakings ended on the Accounts Date;
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"ACCOUNTS DATE" means 31 December, 2003;
"ANCILLARY PROPERTIES" means the leasehold properties listed in Part 2
of Schedule 3;
"'A' ORDINARY SHARES" means the 103,782,513 issued 'A' ordinary shares
of 10p each in the capital of the Company;
"'B' ORDINARY SHARES" means the 43,692,141 issued 'B' ordinary shares
of 10p each in the capital of the Company;
"BORROWED MONEY INDEBTEDNESS" means (i) all obligations for borrowed
money and (ii) all obligations evidenced by bonds, debentures, notes or
similar instruments evidencing borrowed money, but shall not include
(a) any obligation or liability under conditional sale or other title
retention agreements relating to property purchased, (b) any
obligations issued or assumed as the deferred purchase price of
property or services, (c) trade debt and obligations to creditors for
raw materials, stock, services and supplies, (d) any deferred payments
for services to employees and former employees, (e) any lease
obligations, whether or not capitalised on the balance sheet, (f) any
obligation to any member of the Group or to any Joint Venture Company,
or (g) any other obligation or liability other than those set out in
(i) and (ii) above;
"BUSINESS DAY" means a day (not being a Saturday, Sunday or public
holiday) on which banks are open for general banking business in the
City of London;
"COMPANIES ACT" means the Companies Xxx 0000;
"COMPLETION" means completion of the sale and purchase of the Shares in
accordance with clause 5;
"COMPLETION PAYMENT" means(pound)682,361,967 plus US$ 85,753,807;
"CONSIDERATION" means the amount calculated in accordance with
sub-clause 3.1;
"DISCLOSED SCHEMES" means the Telegraph Staff Pension Plan, the
Telegraph Executive Pension Scheme and the Funded Unapproved Retirement
Benefits Schemes for Xxxxxxx Xxxxx and Xxxxxxx Xxxxxx;
"DISCLOSURE LETTER" means the letter from the Vendors to the Purchaser
delivered immediately prior to the coming into effect of this
Agreement;
"DOLLAR TARGET WORKING CAPITAL AMOUNT" means US$ 85,753,807;
"ENVIRONMENT" means the natural and man-made environment and all or any
of the following media, namely air (including air within buildings and
air within other natural or man-made structures above or below ground),
water (including water under or within land or in drains or sewers and
inland waters), land and any living organisms or systems supported by
those media;
"ENVIRONMENTAL LAW" means all applicable laws, regulations, directives,
statutes, subordinate legislation, common law, civil codes and other
national and local laws, all judgments, orders, instructions or awards
of any court or competent authority and all codes of practice, industry
agreements and guidance notes which relate or apply to the Environment
or human health and safety and includes without limitation all laws
relating to actual or threatened emissions, seepages, discharges,
escapes, releases or
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leaks of pollutants, contaminants or Hazardous Substances and those
laws relating to the creation, handling, storage or disposal of the
same;
"ENVIRONMENTAL PERMIT" means any licence, consent, authorisation,
certification, registration or permit required under Environmental Law;
"FULL TITLE GUARANTEE" means with the benefit of the implied covenants
set out in Part 1 of the Law of Property (Miscellaneous Provisions) Xxx
0000 when a disposition is expressed to be made with full title
guarantee;
"GROUP" means the Company and the Subsidiaries and "GROUP COMPANY"
means any one of them;
"HANDBAG" means xxxxxxx.xxx Limited, a company incorporated in England
and Wales with company number 3819979;
"HAZARDOUS SUBSTANCES" means any substance or organism which alone or
in combination with others is capable of causing harm to human health
or damage to the Environment and includes without limitation, any
hazardous or toxic materials, pollutants and Waste;
"INDEPENDENT FIRM" shall have the meaning given in sub-clause 6.5;
"INFORMATION TECHNOLOGY SYSTEMS" means all computer systems and
telecommunication systems used by the Group which are material to the
business of the Group;
"INTELLECTUAL PROPERTY" means patents, trade marks, copyright, design
rights and database rights and in each case all rights to apply for the
protection of any of the foregoing;
"INTELLECTUAL PROPERTY RIGHTS" means Intellectual Property owned by the
Group;
"INTER-GROUP INDEBTEDNESS" means the amounts owing at Completion from
the Vendors' Group to the Group Companies and the amounts owing at
Completion from the Group Companies to the Vendors' Group, including
amounts in respect of group relief liability but excluding payments to
be made by the Company under sub-clause 10.6;
"JOINT VENTURE COMPANIES" means West Ferry Printers Limited (Company
Number 1997219), Trafford Park Printers Limited (Company Number
1985401), Paper Purchase and Management Limited (Company Number
4306325), Handbag, Newspaper Licensing Agency Limited (Company Number
3003569) and Xxxxxx.xxx;
"MANAGEMENT ACCOUNTS" means the accounts in the agreed terms prepared
by the Company's management on a monthly basis from the Accounts Date
to 31 May 2004;
"XXXXXX.XXX" means Xxxxxx.Xxx Limited a company incorporated in England
and Wales with company number 3814287;
"PERMITTED TRANSACTIONS" means the transactions listed in Schedule 10;
"PREFERENCE SHARES" means the 5,000,000 issued 7% cumulative redeemable
preference shares of (pound)1 each in the capital of the Company;
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"PREVIOUS ACCOUNTS" means the audited balance sheets of the Company as
at the end of each of the two accounting reference periods immediately
preceding that ended on the Accounts Date and the audited profit and
loss accounts of the Company for those two periods;
"PROPERTIES" means the leasehold and freehold properties listed in Part
1 of Schedule 3;
"PURCHASER'S GROUP" means the Purchaser, any parent undertaking of the
Purchaser and any subsidiary undertaking of the Purchaser or such
parent undertaking (including for these purposes, every Group Company)
from time to time;
"PURCHASER'S KNOWLEDGE LIST" means the Purchaser's knowledge list in
the agreed terms;
"PURCHASER'S SOLICITORS" means Lovells of Xxxxxxxx Xxxxx, Xxxxxxx
Xxxxxxx, Xxxxxx XX0X 0XX;
"RELEVANT CLAIM" means a claim by the Purchaser in respect of any of
the Warranties (other than the Tax Warranties);
"SHARES" means the 'A' Ordinary Shares, the 'B' Ordinary Shares and the
Preference Shares
"STERLING TARGET WORKING CAPITAL AMOUNT" means(pound)10,292,769;
"TCGA" means the Taxation of Chargeable Gains Xxx 0000;
"TAXATION" or "TAX" has the meaning given to it in the Tax Deed;
"TAXES ACT" means the Income and Corporation Taxes Xxx 0000;
"TAX CLAIM" means a claim by the Purchaser under the Tax Warranties or
the Tax Deed;
"TAX DEED" means the deed to be entered into pursuant to this Agreement
in the agreed terms;
"TAX WARRANTIES" means the warranties relating to taxation contained in
paragraph 14 of Schedule 2 of this Agreement;
"VENDORS' GROUP" means the Vendors' Guarantor and its subsidiaries
other than the Company and the Subsidiaries;
"VENDORS' KNOWLEDGE LIST" means the Vendors' knowledge list in the
agreed terms;
"VENDORS' SOLICITORS" means Xxxxxxx Xxxxx of Xxxxxxxx Xxxxx, Xxxxxxxx
Xxxxxx, Xxxxxx XX0X 0XX;
"WACHOVIA GUARANTEE" means all guarantees given by the Company and the
Subsidiaries in respect of a fifth amended and restated credit
agreement dated 23rd December 2002 between, among others, the Company,
Xxxxxxxxx International Publishing Inc., First DT Holdings Limited,
Wachovia Bank N.A. and various financial institutions named therein;
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"WARRANTIES" means the warranties contained in Schedule 2;
"WASTE" means any discarded, unwanted, broken, spoiled or surplus
substance, material or article and includes any waste as defined in the
Environmental Protection Xxx 0000;
"WORKING CAPITAL AMOUNT" means the aggregate value at the Working
Capital Date of the pounds sterling amount included in the working
capital of the Group, as determined in accordance with clause 6 and
Schedule 8; and
"WORKING CAPITAL DATE" means 11.59 p.m. on 31 July 2004 or, if
applicable, 11.59 p.m. on the last day of the calendar month in which
the Order in sub-clause 5.1 shall be vacated, lifted or reversed;
"WORKING CAPITAL STATEMENT" means the statement of the pounds sterling
amount included in the working capital of the Group at the Working
Capital Date in the form set out in Schedule 9, to be prepared in
accordance with clause 6 and Schedule 8.
1.2 In this Agreement, words and expressions defined in the Companies Act
shall bear the same respective meanings as in that Act.
1.3 In this Agreement, save where the context otherwise requires:
1.3.1 words in the singular shall include the plural, and vice
versa;
1.3.2 the masculine gender shall be deemed to include the feminine
and neuter genders and vice versa;
1.3.3 a reference to a person shall include a reference to a firm, a
body corporate, an unincorporated association or to a person's
executors or administrators;
1.3.4 a reference to a clause, sub-clause or Schedule (other than to
a schedule to a statutory provision) shall be a reference to a
clause, sub-clause or Schedule (as the case may be) of or to
this Agreement;
1.3.5 if a period of time is specified and dates from a given day or
the day of an act or event, it shall be calculated exclusive
of that day;
1.3.6 references to any English legal term for any action, remedy,
method or judicial proceeding, legal document, legal status,
court, official or any legal concept or thing shall in respect
of any jurisdiction other than England be deemed to include
what most nearly approximates in that jurisdiction to the
English legal term;
1.3.7 a person shall be deemed to be connected with another if that
person is connected with such other within the meaning of
section 839 of the Taxes Act;
1.3.8 references to writing shall include any modes of reproducing
words in a legible and non-transitory form;
1.3.9 a reference to a balance sheet or profit and loss account
shall include a reference to any note forming part of it;
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1.3.10 where any of the Warranties is qualified by the expression "so
far as the Vendors are aware" or any similar expression, the
Vendors shall be deemed only to have knowledge of matters
within the actual knowledge of each person listed in Part A of
the Vendors' Knowledge List, having made reasonable enquiries
of those persons listed in Part B of the Vendors' Knowledge
List;
1.3.11 references to documents "IN THE AGREED TERMS" shall be to
documents agreed between the parties and initialled for
identification by the Vendors' Solicitors and the Purchaser's
Solicitors; and
1.3.12 the headings are for convenience only and shall not affect the
interpretation of any provision of this Agreement.
1.4 The designations adopted in the recitals and introductory statements
preceding this clause apply throughout this Agreement and the
Schedules.
2. SALE AND PURCHASE
2.1 The Vendors are the legal and beneficial owners of and shall sell or
procure to be sold, and the Purchaser shall purchase, the Shares on the
basis they are sold at Completion with Full Title Guarantee and free
from any claim, option, charge, lien, equity, encumbrance, right of
pre-emption or any other third party right and together with all rights
attached to them at the date of this Agreement or subsequently becoming
attached to them, which, for the avoidance of doubt, shall include any
dividends made, paid or declared on the Preference Shares after the
date of this Agreement.
2.2 The Vendors hereby waive and agree to procure the waiver of any
restrictions on transfer (including pre-emption rights) which may exist
in relation to the Shares under the articles of association of the
Company or otherwise.
3. CONSIDERATION
3.1 The total consideration for the sale of the Shares shall be an amount
equal to the Completion Payment as increased by the amount to be paid
by the Purchaser pursuant to clause 7 or, as the case may be, decreased
by the amount to be paid by the Vendors pursuant to clause 7.
3.2 The Consideration shall be allocated amongst the Vendors in the
proportions set out in the first column of Schedule 6.
3.3 The consideration payable to the Vendors pursuant to sub-clause 3.1
shall be deemed to be reduced by an amount equal to the aggregate
amount (if any) paid by the Vendors to the Purchaser under or pursuant
to the Warranties or the Tax Deed.
4. CONDUCT OF BUSINESS BEFORE COMPLETION
4.1 Pending Completion, the Vendors shall:
4.1.1 cause the Company and the Subsidiaries to continue to carry on
their businesses in the normal course and in substantially the
same manner as such businesses have been carried on before the
date of this Agreement;
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4.1.2 procure that the Company and each of the Subsidiaries shall
take all reasonable steps to preserve and protect their
businesses and assets and notify the Purchaser in writing
promptly of any adverse change in such businesses or assets;
4.1.3 procure that the Purchaser and its advisers are given promptly
on request access to such facilities and information regarding
the businesses, assets, liabilities, contracts and affairs of
the Company and any of the Subsidiaries as the Purchaser may
reasonably require;
4.1.4 procure that unless the Purchaser shall have consented thereto
(which the Purchaser shall be deemed to have duly done if Xx
Xxxxx Xxxxxx, on behalf of the Purchaser, has given his/her
consent either by fax, email or other written notice) neither
the Company nor any of the Subsidiaries shall, save in
relation to the Permitted Transactions:
(A) create, extend, grant or issue, or agree to create,
grant or issue any mortgage, charge, debenture or
other security (other than liens arising in the
ordinary course of business); or
(B) create or issue or agree to create or issue any share
or loan capital, or give or agree to give any option
in respect of any share or loan capital; or
(C) pass or agree to pass any resolution by its members
in general meeting or make or agree to make any
alteration to its Memorandum or Articles of
Association; or
(D) pay or agree to pay its creditors otherwise than in
the ordinary course or change or agree to change its
policy in relation to the payment of creditors; or
(E) enter into or agree to enter into any contract or
commitment which is outside the ordinary course of
such company's business; or
(F) sell or transfer or agree to sell or transfer any of
its assets or acquire or agree to acquire any shares
or assets, in each case except in the ordinary course
of business, or cancel, release or assign or agree to
cancel, release or assign any indebtedness owed to it
or any claims held by such company except in the
ordinary course of business; or
(G) make or agree to make any material change to the
terms of employment of its employees or the benefits
given to any such employees or in any working
practices or collective agreements relating to such
practices;
(H) declare or pay or agree to declare or pay any
dividend or other distribution;
(I) give or agree to give any guarantee or indemnity
outside the ordinary course of business;
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(J) lend or advance or agree to lend or advance any money
or make or grant or agree to make or grant any loans
or accept any financial facility or agree to accept
any financial facility, in each case outside the
ordinary course of business, and in each case
excluding any money lent or advanced or any loan made
or granted as Inter-Group Indebtedness or Borrowed
Money Indebtedness;
(K) dispose of or agree to dispose of any fixed assets
where the aggregate value of such disposals during
the period from the date of this Agreement up to and
including Completion exceeds (pound)100,000.
5. COMPLETION
5.1 Completion shall take place, subject as provided in this sub-clause
5.1, at the offices of the Vendors' Solicitors on 30 July 2004 at 10
a.m. or at such other place or time as the parties shall agree. If any
court of competent jurisdiction (which the parties agree shall include
without limitation the courts of Delaware, USA) shall have issued an
order, judgment, decision or decree temporarily, preliminarily or
permanently enjoining or restraining or prohibiting any of the Vendors
or the Vendors' Guarantor, either alone or together with the Purchaser
(the "AFFECTED PARTIES") from transferring or acquiring the Shares on
30 July 2004 pursuant to and in the manner contemplated by this
Agreement (an "ORDER"), then Completion shall take place on the last
business day of the calendar month in which any Order binding on or
effective against all the Affected Parties is vacated, lifted or
reversed by a court of competent jurisdiction, permitting Completion to
take place as contemplated by this Agreement. If Completion takes place
on a business day which is not the last day of a calendar month, the
provisions of sub-clause 5.5 shall apply.
If issued, the parties will use all reasonable endeavours, having
regard to the periods for Completion referred to in this sub-clause, to
ensure that any Order binding on or effective against any of the
Affected Parties is promptly vacated, lifted or reversed, including
diligently pursuing any relevant legal proceedings (it being understood
that in no event shall such efforts require settlement or compromise by
any of the parties of any claims or any other payments of funds by any
of the parties apart from reasonable costs of litigating the merits of
the Order). If, notwithstanding such efforts, such Order is not so
vacated, lifted or reversed and Completion has not occurred by 29
October 2004, then this Agreement shall terminate. If this Agreement
terminates pursuant to the foregoing sentence, then notwithstanding
anything to the contrary contained in this Agreement, no party hereto
shall have any liability to any party hereto under this Agreement or
otherwise in relation to the termination of this Agreement or the
transactions contemplated hereby.
5.2 The Purchaser shall not be obliged to complete the purchase of any of
the Shares unless the sale to it of all of the Shares is completed
simultaneously.
5.3 At Completion:
5.3.1 the Vendors shall deliver or cause to be delivered to the
Purchaser or the Purchaser's Solicitors:
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(A) duly executed transfers to the Purchaser or its
nominee of the Shares, together with definitive share
certificates for them in the names of the relevant
transferors;
(B) any power of attorney under which any document is
executed on behalf of the Vendors or the Vendors'
Guarantor;
(C) evidence of the authority of any person executing
this Agreement and the documents in the agreed terms
referred to herein on behalf of the Vendors and the
Vendors' Guarantor;
(D) the Tax Deed duly executed on behalf of the Vendors;
(E) the written resignations of all directors of the
Company and each of the Subsidiaries other than the
current executive directors of the Company and the
Subsidiaries, Xxxxx Xxxxxxxxx and the directors of
The Spectator (1828) Limited;
(F) the certificates of incorporation, common seals, all
statutory and minute books (which shall be written up
to, but not including, the date of Completion) and
share certificate books of the Company together with
all unused share certificate forms and the
certificates of incorporation for each of the
Subsidiaries, and for each of the Subsidiaries the
common seals, statutory and minute books (which shall
be written up to, but not including, the date of
Completion) and share certificate books shall be
delivered to the Purchaser's control;
(G) definitive certificates in respect of all the shares
beneficially owned by the Company or any of the
Subsidiaries in each of the Subsidiaries and the
Joint Venture Companies and Press Association
Limited;
(H) such deeds as may be in the possession of the Vendors
relating to the title of the Company or any of the
Subsidiaries to each of the Properties and the
Ancillary Properties;
(I) duly executed deeds of release in a form reasonably
satisfactory to the Purchaser acting reasonably, of
the Company and the Subsidiaries from all mortgages
and charges subsisting over the assets of the Company
and Subsidiaries securing Borrowed Money Indebtedness
as at Completion (including, without limitation, all
security arrangements entered into by them in
relation to the Wachovia Guarantee including all
charges set out in the agreed terms list of charges)
together with duly sworn forms 403a in respect
thereof;
(J) duly executed payoff letter discharging the Company
and the applicable Subsidiaries from, inter alia, its
obligations under the Wachovia Guarantee, in a form
reasonably acceptable to the Purchaser acting
reasonably;
(K) letters of resignation of the existing auditors of
the Company and each of the Subsidiaries complying
with section 392 of the Companies Act;
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(L) irrevocable powers of attorney in the agreed terms
executed by each of the holders of the Shares in
favour of the Purchaser appointing the Purchaser to
be its lawful attorney in respect of the Shares;
(M) the executed assignment in the agreed terms in
respect of the Vendors' and the Vendors' Guarantor's
obligations under clause 11.2; and
(N) a letter in a form reasonably satisfactory to the
Purchaser acting reasonably from the Company to the
Purchaser confirming the location of the deeds to the
Properties.
5.3.2 the Vendors undertake to the Purchaser to procure that the
following business is transacted at meetings of the directors
of the Company and each of the Subsidiaries:
(A) the directors of the Company shall approve the
transfers of the Shares for registration and the
entry of the transferees in the register of members
of the Company, in each case subject only to the
transfers being subsequently presented duly stamped;
(B) that any person who does not immediately following
Completion continue to be employed by, or to be a
director of, the Company or one of the Subsidiaries
shall cease to be authorised under the existing
mandates for the operation of the bank accounts of
the Company and each of the Subsidiaries;
(C) any person nominated by the Purchaser for appointment
as a director or the secretary of the Company shall
be so appointed; and
(D) PricewaterhouseCoopers shall be appointed to replace
the existing auditors of the Company;
5.3.3 the Purchaser shall deliver to the Vendors' Solicitors:
(A) evidence of the authority of any person executing
this Agreement on behalf of the Purchaser and the
Purchaser's Guarantor; and
(B) the Tax Deed duly executed on behalf of the
Purchaser;
5.3.4 simultaneously with compliance by the Vendors in all material
respects with their obligations contained in clauses 5.3.1,
5.3.2 and 5.3.5 the Purchaser shall pay the portion of the
Completion Payment (in pounds sterling and US dollars, as the
case may be) due to each of the Vendors by CHAPS automated
transfer to the Vendors' Solicitors (who are hereby
irrevocably authorised to receive that consideration) whose
receipt thereof shall be a good discharge to the Purchaser of
its obligations under clause 3 to pay the Vendors the amounts
set out opposite their respective names in column 2 of
Schedule 6;
5.3.5 subject to sub-clause 5.4, the Vendors shall, by CHAPS
automated transfer to such United Kingdom bank account of the
Company as the Vendors may specify and notify to the Purchaser
in writing at least 3 business days prior to Completion, pay
to the Company (on its behalf and on behalf of the relevant
members of the Group) the amount of Inter-Group Indebtedness
owed to
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Group Companies, and shall procure the Company to pay, by
CHAPS automated transfer to such bank account of the Vendors'
Guarantor as the Vendors' Guarantor may specify, to the
Vendors' Guarantor (on its behalf and on behalf of the
relevant members of the Vendors' Group) the amount of
Inter-Group Indebtedness owed to members of the Vendors'
Group, which payments shall constitute a full and final
discharge of all Inter-Group Indebtedness. The parties will
co-operate with each other to effect the payment of such sums
in an efficient manner. If following Completion any party
becomes aware that any Inter Group Indebtedness was not repaid
on Completion, then, the Vendors shall, in the same manner and
on the same basis, pay to the Company as soon as reasonably
practicable the amount of any further Inter Group Indebtedness
owed to Group Companies and the Purchaser shall procure that
the Company shall, in the same manner and on the same basis,
pay to the Vendors' Group as soon as reasonably practicable
the amount of further Inter Company Indebtedness owed to
members of the Vendors' Group, in each case together with
interest from the date of Completion up to and including the
date of payment of such Inter Group Indebtedness, calculated
on the same basis as under the final paragraph of sub-clause
7.1.
5.4 The Purchaser acknowledges that the Group is indebted to the Vendors'
Group in the sum of (pound)3,498,224 in respect of a payment due from
the Group iN consideration for the surrender to the Group of group
relief from the Vendors' Group, which debt is due and payable on 31
October 2004 and will not be procured by the Vendors to be paid to the
Vendors' Guarantor on Completion pursuant to sub-clause 5.3.5, with the
result that (subject as provided in the next sentence) the Group's cash
balances on Completion will be higher to the extent of that amount than
they would otherwise be. The Purchaser accordingly undertakes to the
Vendors' Guarantor that it will on or as soon as possible following
Completion take such steps as may be required (including, without
limitation, under section 155 of the Companies Act) to enable, and will
procure, the payment of such debt on or as soon as possible following
Completion, and if such payment takes place following Completion (and
the cash outflow is not reflected in the Working Capital Statement) the
Vendors will reimburse the same amount to the Purchaser by way of
repayment of excess Consideration.
5.5 If Completion takes place on a business day which is not the last day of
a month, so that the date of Completion is before the Working Capital
Date, the parties acknowledge and agree that (for the purposes only of
clauses 6 and 7 and Schedule 8) during the period from and including the
time of Completion up to and including the Working Capital Date all the
consequences that flow from Completion and all changes in the working
capital of the Group, including without limitation all cash payments to
and cash payments by Group Companies (whether to members of the
Purchaser's Group or members of the Vendors' Group or otherwise) during
such period, and all changes in the working capital of the Group
(whether positive or negative, or as between the different components of
the working capital of the Group), shall be ignored except in the case
of any such payments or changes that relate to the ordinary course of
the Group's trading, to the intent inter alia that the Working Capital
Statement shall fully reflect (as if the following had occurred or
existed as at the Working Capital Date):
5.5.1 the net effect of the payments of the Inter-Group Indebtedness
pursuant to sub-clause 5.3.5;
11
5.5.2 the effect of the repayment of Borrowed Money Indebtedness
pursuant to clause 11; and
5.5.3 subject to changes in the ordinary course of the Group's
trading, the cash balances of the Group as at Completion.
If Completion occurs on 30 July 2004 or 29 October 2004 the Purchaser
shall procure that the Company and the Subsidiaries continue to carry
on their businesses strictly in the ordinary course from such date up
to the Working Capital Date, other than in respect of any matters to be
undertaken in relation to Completion or the financing by the Purchaser
of the transactions contemplated in this Agreement, and for the
avoidance of doubt the effect of any such matters shall be excluded for
the purposes of the calculation of the Working Capital Statement.
6. WORKING CAPITAL STATEMENT
6.1 The Purchaser shall procure that the Company shall:
6.1.1 prepare the draft Working Capital Statement as at the Working
Capital Date in accordance with the provisions of this clause
6 and in accordance with Schedule 8; and
6.1.2 deliver the draft Working Capital Statement to the Purchaser
and the Vendors;
within 40 business days of Completion.
6.2 If, within 40 business days of receipt of the draft Working Capital
Statement by the Vendors or, if earlier, prior to the earlier of the
date of acceptance by the Vendors of the draft Working Capital
Statement or delivery by the Vendors of a Notice of Disagreement (as
defined in sub-clause 6.3), the Purchaser becomes aware of any matter
that affects any amount set out in the draft Working Capital Statement,
the Purchaser shall be entitled once only to propose in writing to the
Vendors such amendments to the draft Working Capital Statement as the
Purchaser deems fit to reflect such matter. If no amendments to the
draft Working Capital Statement are proposed by the Purchaser, the
Vendors shall notify the Purchaser within 40 business days of receipt
of the draft Working Capital Statement whether or not they accept it.
If amendments to the draft Working Capital Statement are proposed by
the Purchaser, the Vendors shall notify the Purchaser within 40
business days of receipt of the proposed amendments whether or not they
accept the draft Working Capital Statement.
6.3 If the Vendors notify the Purchaser that they do not accept such draft
Working Capital Statement:
6.3.1 they shall, at the same time, set out in a notice in writing
(a "NOTICE OF DISAGREEMENT") their reasons for such
non-acceptance and specify (to the extent that they are able)
the adjustments which, in their opinion, should be made to the
draft Working Capital Statement in order to comply with the
requirements of this Agreement and deliver a copy of the
Notice of Disagreement to the Purchaser; and
6.3.2 the parties shall seek in good faith to resolve in writing all
differences that they may have with respect to the matters
raised in the Notice of Disagreement
12
and to reach agreement upon the adjustments (if any) required
to be made to the draft Working Capital Statement.
Except for the matters specifically set out in a Notice of Disagreement
delivered in accordance with sub-clause 6.3.1, the Vendors shall be
deemed to accept in full the draft Working Capital Statement.
6.4 If the Vendors are satisfied with the draft Working Capital Statement
(either as originally submitted or after adjustments agreed between the
Vendors and the Purchaser) or if the Vendors fail to notify the
Purchaser of their non-acceptance of the draft Working Capital
Statement within the relevant 40 business day period referred to in
sub-clause 6.2, then the draft Working Capital Statement (incorporating
any agreed adjustments) shall be final and binding on the parties and
constitute the Working Capital Statement for the purposes of this
Agreement.
6.5 If the Vendors and the Purchaser do not reach agreement within 40
business days of the Purchaser's receipt of the Notice of Disagreement,
then the matters remaining in dispute (and only those matters regarding
the draft Working Capital Statement) shall be referred, on the
application of the Vendors or the Purchaser, for determination by an
independent firm of internationally recognised chartered accountants
who shall either be (i) agreed upon by the Vendors and the Purchaser or
(ii) failing agreement within 10 business days of the application by
the Vendors or the Purchaser, selected, on the application of either
the Vendors or the Purchaser, by the President for the time being of
the Institute of Chartered Accountants in England and Wales or his duly
appointed deputy (the "INDEPENDENT FIRM"). The following provisions
shall apply to such determination:
6.5.1 the Purchaser and/or the Purchaser's accountants and the
Vendors and/or the Vendors' accountants shall each promptly
prepare a written statement on the matters in dispute which
(together with the relevant documents) shall be submitted to
the Independent Firm for determination within 20 business days
of the appointment of the Independent Firm;
6.5.2 at the same time as the Purchaser and/or the Purchaser's
accountants and the Vendors and/or the Vendors' accountants
submit their respective written statements to the Independent
Firm for determination, each shall deliver to the other a copy
of their submissions (with all relevant supporting documents);
6.5.3 following delivery of their respective submissions, the
Purchaser and/or the Purchaser's accountants and the Vendors
and/or the Vendors' accountants shall have the opportunity to
comment once only on the other party's submissions by written
comment delivered to the Independent Firm not later than 20
business days after the written statement was first submitted
to the Independent Firm and copied to the other party;
6.5.4 any response to a subsequent request by the Independent Firm
for information from either the Purchaser and/or the
Purchaser's accountants or the Vendors and/or the Vendors'
accountants shall be copied to the other parties at the same
time as it is delivered to the Independent Firm and, unless
otherwise directed by the Independent Firm, the party
receiving a copy of the information may, within 20 business
days after receipt of such information, comment once only on
that information, and shall deliver a copy of such comment to
the party
13
who provided the information at the same time as it is
delivered to the Independent Firm. Thereafter, neither the
Vendors nor the Purchaser nor their respective accountants
shall be entitled to make further statements or submissions
except insofar as the Independent Firm so requests (in which
case it shall, on each occasion, give the other parties
(unless otherwise directed) 20 business days to respond to any
statements or submission so made);
6.5.5 the Independent Firm shall determine (using its own legal
advice as appropriate) any question of the legal construction
of this Agreement but only insofar as it is relevant to the
determination of the Working Capital Statement;
6.5.6 in giving such determination, the Independent Firm shall state
what adjustments (if any) are necessary to the draft Working
Capital Statement in respect of the matters in dispute in
order to comply with the requirements of this Agreement;
6.5.7 the Independent Firm shall act as an expert (and not as an
arbitrator) in making any such determination which shall be
final and binding on the parties (in the absence of manifest
error or fraud);
6.5.8 the parties expressly waive, to the extent permitted by law,
any rights of recourse to the courts which they may otherwise
have to challenge the Independent Firm's determination,
including any determination pursuant to sub-clauses 6.5.5 and
6.5.7;
6.5.9 each party shall use its respective reasonable endeavours to
assist the Independent Firm in making its determination and
shall bear the costs and expenses of all counsel and other
advisers, witnesses and employees retained by it and the costs
and the expenses of the Independent Firm shall be borne as to
50 per cent by the Vendors and as to 50 per cent by the
Purchaser;
6.5.10 the parties and the Independent Firm shall, except as
specifically provided in Schedule 8, have regard only to such
events, matters and/or facts as shall have occurred by the
Working Capital Date; and
6.5.11 the Independent Firm shall finally determine what adjustments
(if any) are necessary to the draft Working Capital Statement
pursuant to this clause 6 and shall inform both the Vendors
and the Purchaser of such adjustments within 60 business days
of the appointment of the Independent Firm.
6.6 When the Vendors and the Purchaser reach (or pursuant to sub-clause 6.4
are deemed to reach) agreement on the Working Capital Statement or when
the Working Capital Statement is finally determined at any stage in
accordance with the procedures set out in this clause 6:
6.6.1 the Working Capital Statement as so agreed or determined shall
be the Working Capital Statement for the purposes of this
Agreement and, subject to sub-clause 6.5.7, shall be final and
binding on the parties; and
6.6.2 the Working Capital Amount as at the Working Capital Date
shall be as set out in the final Working Capital Statement.
14
6.7 Subject to any applicable rule of law or of any regulatory body or any
provision of any contract or arrangement entered into prior to the date
of this Agreement to the contrary, during the period from the date the
Company provides the draft Working Capital Statement to the Vendors as
provided by sub-clause 6.1 to the date the Working Capital Statement
becomes final and binding on the parties as provided by sub-clause 6.6,
the Purchaser shall procure that the Group shall promptly provide the
Vendors and the Purchaser, their respective advisers, the Independent
Firm and the Purchaser's accountants and the Vendors' accountants with
all information reasonably requested (in their respective possession or
control) relating to the operations of the Group, as the case may be,
including access at reasonable times to the Group's employees, books
and records, and all co-operation and assistance, as may in any such
case be reasonably required to:
6.7.1 enable the production of the draft Working Capital Statement;
and
6.7.2 enable the Vendors to determine whether the draft Working
Capital Statement is acceptable in all respects; and
6.7.3 enable the Independent Firm to determine the Working Capital
Statement.
The Vendors and the Purchaser shall co-operate with each other with a
view to such information being provided by the Group in a manner which
does not materially disrupt the business of the Group.
7. SETTLEMENT OF WORKING CAPITAL ADJUSTMENT
7.1 If the Working Capital Amount is:
7.1.1 greater than the Sterling Target Working Capital Amount, then
within seven business days after the date the Working Capital
Statement has been determined or becomes binding on the
parties in accordance with this Agreement, the Purchaser shall
pay the Vendors in pounds sterling the amount by which the
Working Capital Amount exceeds the Sterling Target Working
Capital Amount; and
7.1.2 less than the Sterling Target Working Capital Amount, then
within seven business days after the date the Working Capital
Statement has been determined or becomes binding on the
parties in accordance with this Agreement, the Vendors shall
pay the Purchaser in pounds sterling the amount by which the
Sterling Target Working Capital Amount exceeds the Working
Capital Amount;
in either case together with interest in pounds sterling from (and
including) the date of Completion to the date of payment less any tax
required to be withheld or deducted therefrom at an annual rate equal
to the London Interbank Offered Rate for deposits in pounds sterling
for an interest period of six (6) months, as published from time to
time in the "Financial Times", plus fifty (50) basis points,.
7.2 If on Completion the cash amount of US dollars in aggregate in the bank
accounts of or otherwise held by the Group is greater or less than the
Dollar Target Working Capital Amount, then on Completion or as soon as
practicable thereafter an amount equal to any excess shall be paid in
US dollars by the Purchaser to the Vendors or (as the case may be) an
amount equal to any shortfall shall be paid in US dollars by the
15
Vendors to the Purchaser, in either case with interest in US dollars
from (and including) the date of Completion to the date of payment less
any tax required to be withheld or deducted therefrom of an annual rate
equal to the London Interbank Offered Rate for deposits in US dollars
for an interest period of six months, as published from time to time in
the "Financial Times", plus fifty (50) basis points.
7.3 The payments and transfers referred to in the foregoing provisions of
this clause shall be made:
7.3.1 in the case of payments to the Vendors in pounds sterling, to
the client account of the Vendors' Solicitors, details of
which are as follows:
Xxxxxxx Xxxxx client account
Xxxxxx & Co
000 Xxxxxx
Xxxxxx XX0X 0XX
Sort code 18-00-02, account number 00000000
7.3.2 in the case of payments to the Vendors in US dollars, to the
client account of the Vendors' Solicitors, details of which
are as follows:
Xxxxxxx Xxxxx client account
Xxxxxx & Co
000 Xxxxxx
Xxxxxx XX0X 0XX
Sort code 18-00-02, account number 00000000
7.3.3 in the case of payments to the Purchaser in pounds sterling,
to the client account of the Purchaser's Solicitors, details
of which are as follows:
Lovells client account
Barclays Bank plc
00 Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Sort code 20-00-00, account number 00000000
7.3.4 in the case of payments to the Purchaser in US dollars, to the
client account of the Purchaser's Solicitors, details of which
are as follows:
Lovells client account
Barclays Bank plc
00 Xxxxxxx Xxxxxx
00
Xxxxxx XX0X 0XX
Sort code 20-00-00, account number 00000000
and in each case receipt of such payments into such respective accounts
shall be a good discharge to the relevant paying party of its
obligations to make such payments under this clause 7.
7.4 All payments under this clause shall be made in such proportions as
result in the Consideration being apportioned amongst the Vendors in
the proportions set out in the first column of Schedule 6.
8. WARRANTIES
8.1 The Vendors warrant to the Purchaser in the terms of the Warranties.
8.2 The Vendors and the Vendors' Guarantor shall not (in the event of any
claim being made against any of them in connection with the sale of the
Shares to the Purchaser) make any claim against the Company or any of
the Subsidiaries or against any person who is a director or employee of
the Company or any of the Subsidiaries at the date of this Agreement on
whom any of the Vendors or the Vendors' Guarantor may have relied
before agreeing to any term of this Agreement or of the Tax Deed or
authorising any statement in the Disclosure Letter, save, in the case
of claims against directors or employees in their personal capacity,
for fraud, but so that this shall not preclude any Vendor or the
Vendors' Guarantor from claiming against any other Vendor or the
Vendors' Guarantor under any right of contribution or indemnity to
which it may be entitled. For the avoidance of doubt, nothing in this
sub-clause 8.2 shall limit any rights of the Vendors' Guarantor in
relation to any Black Group Act or otherwise under sub-clause 10.9.
8.3 Each of the Warranties shall be construed as a separate warranty and is
given subject to the matters fairly disclosed in or by the Disclosure
Letter and to any other matter or thing hereafter done or omitted to be
done pursuant to the terms of this Agreement or otherwise at the
written request or with the prior written approval of the Purchaser.
8.4 No Relevant Claim shall be made unless written notice containing
specific details of such Relevant Claim is served on the Vendors before
the date which is 18 months from Completion and no Tax Claim shall be
made unless written notice of such Tax Claim is served in accordance
with clause 10 of the Tax Deed on the Vendors before the date which is
7 years following Completion.
8.5 A Relevant Claim and/or a Tax Claim shall not be enforceable against
the Vendors and shall be deemed to have been withdrawn unless legal
proceedings in connection with it are commenced within six months after
written notice of it is first served on the Vendors provided that if
the relevant written notice was given (a) in respect of a Relevant
Claim that was then contingent only, such period of six months shall
commence on and from the date on which that Relevant Claim ceases to be
contingent and becomes actual; and (b) in respect of a Relevant Claim
covered by clause 8.9, such period of six months shall commence on and
from the date that the Purchaser gives notice to the Vendors that, in
its reasonable opinion, the Purchaser or the Company or the Subsidiary
(or any assignee or successor in title thereof) as appropriate, has
used all reasonable endeavours to recover the relevant sum provided
that such notice may be given no later than six months after the date
on which the
17
relevant entity first became aware of the matter or event which would
give rise to a Relevant Claim.
8.6 The aggregate amount of the liability of the Vendors in respect of the
aggregate of all Relevant Claims and all Tax Claims shall not exceed
(pound)60 million, provided that if the amount of all Relevant Claims
and Tax Claims exceeds (pound)60 million the aggregate amount of
liability of the Vendors shall bE increased to (pound)80 million, with
the excess over the amount of (pound)60 millioN TO BE applied to meet
Tax Claims only, and provided that this sub-clause 8.6 shall not apply
to a Relevant Claim or Tax Claim related to title to the Shares and/or
to title to the shares held by the Group and HTNM LLC in the
Subsidiaries and the Joint Venture Companies, as set out in Parts 2 and
3 of Schedule 1.
8.7 No liability shall attach to the Vendors in respect of any Relevant
Claim unless the aggregate amount of the liability of the Vendors in
respect of all Relevant Claims shall exceed (pound)3 million, nor shall
any liability attach to thE Vendors in respect of any Tax Claim unless
the aggregate amount of the liability of the Vendors in respect of all
Tax Claims shall exceed (pound)1 million, and in each case only the
excess shall be payable, and no Relevant Claim or Tax Claim shall be
made unless the individual Relevant Claim and Tax Claim exceeds
(pound)50,000.
8.8 The Vendors shall not be liable in respect of a Relevant Claim:
8.8.1 if it would not have arisen but for anything voluntarily done
or omitted to be done after Completion by the Purchaser or the
Company or any of the Subsidiaries or any of their respective
employees, agents or successors in title;
8.8.2 to the extent that it arises or is increased as a result only
of:
(A) an increase in the rates, method of calculation or
scope of taxation after the date of this Agreement;
(B) any change in generally accepted accounting practice
after the Accounts Date; or
(C) the passing of any legislation, or the making of any
subordinate legislation, after the date of this
Agreement;
8.8.3 to the extent that it relates to any loss which is recovered
by the Purchaser (or any assignee or successor in title
thereof) or the Company or any of the Subsidiaries from its
insurers or which would have been so recoverable if at the
relevant time there had been maintained valid and adequate
insurance cover of a type and affording the same degree of
cover as that in force in relation to the Company or any of
the Subsidiaries at the date of this Agreement;
8.8.4 to the extent that the matter giving rise to the Relevant
Claim gives rise to Tax Relief (as defined in the Tax Deed);
or
18
8.8.5 to the extent that it relates to:
(A) any matter specifically taken into account in matters
provided for or included as liabilities, in the
Accounts or the Previous Accounts or fairly disclosed
in, the Accounts or the Previous Accounts;
(B) any liability for taxation arising in the ordinary
course of business of the Company or any of the
Subsidiaries after the Working Capital Date; or
(C) any matter specifically taken into account in matters
provided for or included as a liability in the
Working Capital Statement.
8.9 Where the Purchaser or the Company or any of the Subsidiaries (or any
assignee or successor in title thereof) is or may be entitled to
recover from any person any sum in respect of any matter or event which
would give rise to a Relevant Claim, the person so entitled shall use
all reasonable endeavours to recover that sum before making the
Relevant Claim (keeping the Vendors at all times fully and promptly
informed to the extent reasonably practicable of the conduct of such
recovery), and any sum recovered (after deduction of reasonable costs
and expenses incurred in connection with such recovery and any tax
payable on the said sum (if any)) will reduce the amount of the
Relevant Claim (and, in the event of the recovery being delayed until
after the Relevant Claim has been satisfied by the Vendors, shall be
paid to the Vendors, after deduction of all reasonable costs and
expenses of the recovery and any tax payable on the said sum (if any)).
8.10 Where any facts or circumstances could give rise to a claim under the
Warranties and a claim under the Tax Deed or a claim under clause 10.9,
the Vendors shall not be liable in respect of any claim to the extent
that the loss giving issue to such claim has been recovered by the
Purchaser under another claim.
8.11 The Purchaser shall procure that the Company and each of the
Subsidiaries (and any assignee or successor in title thereof) shall
accept and comply with sub-clauses 8.9 and 8.12 as if each such person
were a party to and bound by this Agreement.
8.12 The Purchaser shall:
8.12.1 as soon as reasonably practicable following the Purchaser
becoming aware of any Relevant Claim or of any claim or matter
which gives or is reasonably likely to give rise to a Relevant
Claim notify the Vendors in writing of such Relevant Claim or
of such claim or matter which gives or is reasonably likely to
give rise to a Relevant Claim;
8.12.2 to the extent reasonably practicable and subject to any
relevant law or regulation disclose in writing to the Vendors
such material information and documents relating to any claim
or matter which gives or is reasonably likely to give rise to
a Relevant Claim;
8.12.3 at the Vendors cost (to the extent such costs have been
reasonably incurred) take such action as the Vendors may
reasonably require to avoid, resist, contest or compromise any
claim or matter which gives or is reasonably likely to give
rise to a Relevant Claim; and
19
8.12.4 not settle, make any admission of liability nor compromise any
claim or matter which gives or is reasonably likely to give
rise to a Relevant Claim without the prior written consent of
the Vendors such consent not to be unreasonably withheld or
delayed.
8.13 Save as expressly provided herein, the Vendors expressly disclaim all
liability and responsibility for any conclusion, opinion, forecast or
evaluation contained within or derived or capable of being derived from
any investigation carried out or made by or on behalf of the Purchaser
in the course of any due diligence or other enquiry prior to the
Purchaser entering into this Agreement or any other data, document,
record or information disclosed by the Vendors, the Company or any of
the Subsidiaries or any employee, agent or adviser of any of them, to
the Purchaser or to any person on behalf of the Purchaser,.
8.14 The provisions of this clause 8 apply notwithstanding any other
provision of this Agreement or its Schedules to the contrary and shall
not be discharged or cease to have effect in consequence of any
rescission or termination by the Purchaser of any other provision of
this Agreement.
8.15 The provisions of this clause 8 shall not apply in respect of any
Relevant Claim or Tax Claim to the extent that such claim is (or the
delay in the discovery of which is) the consequence of fraud or
dishonesty by the Vendors in connection with the negotiation or
preparation of this Agreement.
9. MUTUAL WARRANTIES
Each of the Purchaser and the Purchaser's Guarantor jointly and
severally warrants to the Vendors, and each of the Vendors and the
Vendors' Guarantor jointly and severally warrants to the Purchaser,
that:
9.1 it has full power and authority to enter into and perform this
Agreement and the Tax Deed and the provisions of this Agreement and the
Tax Deed, when executed, will constitute valid and binding obligations
on it, in accordance with their respective terms;
9.2 the execution and delivery of, and the performance by it of its
obligations under, this Agreement and the Tax Deed will neither:
9.2.1 result in a breach of any provision of its Memorandum or
Articles of Association or byelaws; nor
9.2.2 result in a breach of any order, judgment or decree of any
court or governmental agency to which it is a party or by
which it is bound; and
9.3 all consents, permissions, approvals and agreements of third parties
which are necessary for it to obtain in order to enter into and perform
this Agreement in accordance with its terms have been unconditionally
obtained in writing and have been disclosed in writing to the other
parties.
10. FURTHER WARRANTIES AND UNDERTAKINGS
10.1 The Purchaser warrants to the Vendors that it has bank facilities and
other funding in place so that on Completion it will have, sufficient
cash in immediately available
20
funds to pay the Consideration and all of its fees and expenses in
order to consummate the transactions contemplated by this Agreement.
10.2 The Purchaser warrants to the Vendors that neither it nor any of the
persons named in the Purchaser's Knowledge List, each having made
enquiries of all of the Purchaser's advisers engaged in the proposed
acquisition of the Company, is actually aware of any fact or matter
which would or may constitute a breach of any of the Warranties.
10.3 The Purchaser undertakes to the Vendors that it shall, and shall
procure that its holding companies and subsidiaries (including the
Group) shall, preserve for a period of at least seven years from
Completion all books, records and documents of or relating to the
Company and each of the Subsidiaries existing at Completion, to the
extent required for the Vendors' accounting or tax purposes or for the
purposes of clause 10.9. The Purchaser shall permit and allow and shall
procure that its holding companies and subsidiaries shall permit and
allow, upon reasonable notice (and in any event within 7 days of
written notice being given) and during normal business hours, the
employees, agents and professional advisers of the Vendors reasonable
access to such books, records and documents and the right to inspect
the same and make copies thereof for such purposes, provided that such
access shall not be given for the purpose of allowing the Vendors to
bring claims against the Purchaser.
10.4 The Purchaser undertakes that on Completion, or as soon as reasonably
practicable thereafter, it shall use all reasonable endeavours to
obtain the release of the Vendors and their holding companies and
subsidiaries from any guarantee or indemnity or encumbrance given for
the benefit of the Company or any of the Subsidiaries, and the
Purchaser further undertakes that, prior to obtaining any such release,
it shall indemnify and hold harmless the Vendors or the relevant
holding company or subsidiary of the Vendors from any and all costs,
claims and liabilities arising under any such guarantee or indemnity or
encumbrance.
10.5 The Vendors undertake that on Completion, or as soon as reasonably
practicable thereafter, they shall use all reasonable endeavours to
obtain the release of the Company and any other member of the Group
from any guarantee or indemnity or encumbrance given for the benefit of
any member of the Vendor's Group, to the extent not released on
Completion. The Vendors further undertake that, prior to obtaining any
such release, they shall indemnify and hold harmless the Purchaser, the
Company or the relevant member of the Group from any and all costs,
claims and liabilities arising under any such guarantee, indemnity or
encumbrance.
10.6 The Purchaser agrees that on Completion it will pay or will procure
that the Company pays to the Vendors' Guarantor an amount of US$1
million in respect of the cost of the Company's contribution to the
Vendors' Guarantor of maintaining directors' and officers' liability
insurance for those directors and officers of the Company and each of
the Subsidiaries in office immediately prior to Completion and such
other protections as the Vendors' Guarantor shall consider to be
necessary or desirable.
10.7 Subject to sub-clause 10.9, the Purchaser shall procure that the
Company and the Subsidiaries will not take any action against any
persons who were at any time prior to this Agreement directors of the
Company or of any of the Subsidiaries, (other than in respect of acts
or omissions occurring after Completion) whether on grounds of breach
of fiduciary duty to any such company, breach of contract, negligence
or otherwise. The Purchaser shall procure that any person who
subsequently obtains
21
control of the Company or of any of the Subsidiaries (construing
"control" in accordance with section 840 of the Taxes Act) shall enter
into a covenant with the Vendors in similar terms.
10.8 The Purchaser shall procure that the Company and the Subsidiaries will
not take any action against any persons who were at any time prior to
this Agreement directors of the Company or of any of the Subsidiaries,
whether on grounds of breach of fiduciary duty to any such company,
breach of contract, negligence or otherwise, arising out of the
preparation for and negotiation of the terms of the sale of the Shares
(including without limitation by the disclosure of documents and
information to potential purchasers of the Shares) provided that this
restriction shall not apply in respect of any claims for fraud brought
BONA FIDE by the Purchaser or any Group Company against such persons.
The Purchaser shall procure that any person who subsequently obtains
control of the Company or of any of the Subsidiaries (construing
"control" in accordance with section 840 of the Taxes Act) shall enter
into a covenant with the Vendors in similar terms.
10.9 SPECIAL UNDERTAKINGS
10.9.1 DEFINITIONS
For the purposes of this sub-clause 10.9, the following
expressions shall bear the following respective meanings:
"BLACK GROUP" means Xxxxxx X. Xxxxx, F. Xxxxx Xxxxxx, Xxxx X.
Xxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx Xxxxx-Black, Xxxxxxxxx
Inc., The Ravelston Corporation Limited, Ravelston Management
Inc., Argus Corporation Limited, all of their subsidiaries and
associated companies (the expression "associated companies"
being for this purpose construed in accordance with the
provisions of section 416 of the Taxes Act), and all former or
present directors of any of the foregoing entities, (save that
the Black Group shall not include any member of the Vendors'
Group or the Group);
"BLACK GROUP ACT" means any act or omission of any member of
the Black Group prior to Completion relating to the Vendors'
Group or the Group;
"SPECIAL CLAIM" means (a) any of the claims that are the
subject of the cases listed in part D of the Disclosure
Letter, being all relevant claims filed in court at the date
of this Agreement, and the matters described in paragraphs
10.1.O and 3.3 of Part C of the Disclosure Letter, and (b) any
other claim that any member of the Black Group (other than
Xxxx X. Xxxxxxxx, Xxxxx Xxxxxx or Xxxxxx X. Xxxxxx) asserts
against any member of the Group other than any such claim for
libel and any such claim arising from the operation of the
business of that member of the Group in the ordinary course;
and
"VENDOR/TELEGRAPH CLAIM" means any claim between (a) on the
one hand, any member or members of the Vendors' Group, and/or
any director(s) and/or employee(s) of any member of the
Vendors' Group, excluding members of the Black Group, and (b)
on the other hand, any member or members of the Group, and/or
any director(s) or employee(s) of any member of the Group,
excluding members of the Black Group, including but not
limited to any legal
22
actions or proceedings, in each case in respect of any act or
omission prior to Completion, except for:
(i) any ordinary course trade claims (which for this
purpose does not include claims in respect of
dividends and/or management fees);
(ii) claims as a beneficiary under applicable insurance
policies;
(iii) claims in respect of payments for the surrender of
group relief; and
(iv) claims in respect of Inter-Group Indebtedness to the
extent not paid on Completion.
10.9.2 MUTUAL UNDERTAKINGS
(1) The Vendors' Guarantor shall indemnify each member of
the Group against all direct losses actually suffered
and reasonable out-of-pocket expenses actually
incurred by such member arising out of or in
connection with any Special Claim, to the extent that
such Special Claim relates to any act or omission
prior to Completion.
(2) Following Completion, the Purchaser shall (subject to
sub-clause 10.9.2 (3)) procure:
(a) that no member of the Purchaser's Group (and
no successor in title of any member of the
Purchaser's Group) shall pursue any claim or
initiate any legal action or proceeding
against any member of the Black Group in
respect of any Black Group Act;
(b) that no member of the Purchaser's Group (and
no successor in title of any member of the
Purchaser's Group) shall seek to recover
from any member of the Vendors' Group all or
any part of any sum which such member of the
Vendors' Group may recover from any member
of the Black Group as a result of any claims
or legal actions or proceedings pursued by
any member or members of the Vendors' Group
with respect to a Black Group Act;
(c) that the Vendors' Guarantor shall be
entitled, at its own cost, to conduct,
settle and compromise any and all claims and
legal actions and proceedings against any
member of the Black Group which could, but
for the provisions of this clause, be
asserted by a member of the Group, and in
the event that the Vendors' Guarantor on
behalf of the relevant member of the Group
receives or otherwise recovers any sum
pursuant to any such action or proceedings,
it shall forthwith pay such sum (less
reasonable out-of-pocket expenses incurred
in relation to such recovery and any tax
payable on the said sum (if any)) to the
relevant member of the Group and the
Purchaser shall forthwith pay an amount
equal to such net sum to the Vendors'
Guarantor (less any tax payable on such net
sum by the relevant member of the Group);
23
(d) that all members of the Purchaser's Group
(and their successors in title) shall
provide to the Vendors' Guarantor all such
assistance, co-operation, information and
access to documents, records and personnel
as the Vendors' Guarantor shall reasonably
request from time to time to enable the
Vendors' Guarantor to assess whether or not
any claim in respect of a Black Group Act
could be asserted, and the potential amount
or quantum of any such claim, and also to
enable it effectively to pursue or defend
any such claim;
(e) that all members of the Purchaser's Group
(and their successors in title) shall allow
the Vendors' Guarantor at its own expense to
institute, pursue and defend legal
proceedings in the name of the relevant
member or members of the Group (or successor
in title, as the case may be) in respect of
a Black Group Act and that no such member or
members of the Group shall settle or waive
any claim in respect of a Black Group Act
without the prior written consent of the
Vendors' Guarantor; and
(f) that if any member of the Purchaser's Group
(or any successor in title of any member of
the Purchaser's Group) recovers or otherwise
receives any sum from any member of the
Black Group in respect of any Black Group
Act, then the Purchaser shall forthwith pay
an amount equal to such sum (less any tax
payable on the said sum (if any) and any
reasonable out-of-pocket costs incurred in
relation to such recovery) to the Vendors'
Guarantor.
(3) The Vendor's Guarantor shall indemnify the
Purchaser's Group in respect of any direct losses
actually suffered or any reasonable out-of-pocket
expenses actually incurred as a result of any
exercise by the Vendors' Guarantor of any of its
rights pursuant to sub-clause 10.9.2 (2).
(4) The Purchaser shall procure that following Completion
no Vendor/Telegraph Claim will be made or asserted by
or on behalf of any member of the Group, or by or on
behalf of any director or employee of any member of
the Group, and shall following Completion procure the
release of any and all Vendor/Telegraph Claims which
any such person may have (and pending such release
shall fully and effectively indemnify and hold
harmless each member of the Vendors' Group, and each
director and employee of each member of the Vendors'
Group, in respect of all such Vendor/Telegraph
Claims). The Vendors' Guarantor shall procure that
following Completion no Vendor / Telegraph Claim will
be made or asserted by or on behalf of any member of
the Vendors' Group or by or on behalf of any director
or employee of any member of the Vendors' Group,
excluding members of the Black Group, and shall
following Completion procure the release of any and
all Vendor / Telegraph Claims which any such person
may have (and pending such release shall fully and
effectively indemnify and hold harmless each member
24
of the Group, and each director and employee of each
member of the Group, in respect of all such Vendor /
Telegraph Claims).
(5) If any member of the Group (or any successor in title
of any member of the Group) recovers or otherwise
receives any sum from any member of the Vendors'
Group, or any director or employee of any member of
the Vendors' Group, in respect of any
Vendor/Telegraph Claim, then the Purchaser shall
forthwith pay an amount equal to such sum to the
Vendors' Guarantor.
(6) The indemnity contained in sub-clause 10.9.2 (1) in
respect of a Special Claim relating to matters
described in paragraph 3.3 of Part C of the
Disclosure Letter shall extend to cover all direct
losses actually suffered and reasonable out of pocket
expenses actually incurred by a member of the Group
in respect of periods following Completion arising
from the agreement described in paragraph 3.3 of Part
C of the Disclosure Letter, provided that, since the
agreement has previously terminated this indemnity
shall not have effect to the extent that the
Purchaser or any member of the Group agrees to or
acknowledges its continued existence or effect, or
extends, renews, amends or modifies the agreement or
fails to enforce any rights in respect of its
termination or any other rights in respect of the
agreement.
(7) References in this sub-clause 10.9 to indemnify a
person shall include the obligation to make any
payment promptly and to keep such person fully and
effectively indemnified.
(8) The Purchaser shall procure that any person who
subsequently obtains control of the Company or of any
of the Subsidiaries (construing "control" in
accordance with Section 840 of the Taxes Act) shall
enter into covenants with the Vendors' Guarantor on
the same terms, mutatis mutandis, as those in this
sub-clause 10.9.
11. VENDORS' COVENANTS
11.1 The Vendors shall procure that the Borrowed Money Indebtedness of the
Group Companies in existence at Completion is discharged in full on
Completion. If, following Completion, any party becomes aware that any
Group Company had any Borrowed Money Indebtedness at Completion which
was not discharged on Completion, the Vendors shall procure that such
additional Borrowed Money Indebtedness is discharged as soon as
reasonably practicable, and the Vendors shall in addition pay to the
relevant Group Company interest on any such Borrowed Money Indebtedness
from the date of Completion up to and including the date that the
Borrowed Money Indebtedness is discharged, calculated on the basis set
out in the final paragraph of sub-clause 7.1.
11.2 At Completion the Vendors and the Vendors' Guarantor shall use all
reasonable endeavours to assign to the Purchaser the benefit of any
confidentiality rights relating to the Group, to which the Vendors or
the Vendors' Guarantor are entitled, contained in any agreements signed
by any third parties involved in the process for the sale of the
Shares. If the Vendors or the Vendors' Guarantor are unable to assign
the benefit
25
of such rights, the relevant Vendor and/or Vendors' Guarantor shall
hold the benefit of such rights for the benefit of the Group following
Completion.
11.3 As soon as practicable following Completion the Vendors shall procure
that the name of Telegraph Australian Holdings Limited shall be changed
to remove the reference to 'Telegraph' and, prior to Completion, the
Vendors shall procure that the name Xxxxxxxxx is removed from the names
of the relevant Subsidiaries.
11.4 Following Completion, the Vendors and the Purchaser shall co-operate in
good faith to endeavour to procure the transfer of 600,000 B ordinary
shares in Handbag from HTNM LLC and 3,383 A ordinary shares from HTNM
LLC in Xxxxxx.xxx Limited to the Purchaser, in each case for a nominal
consideration payable to the Vendors' Group and free from liens,
charges and other encumbrances other than all joint venture and other
third party rights disclosed to the Purchaser in the joint venture
agreements referred to in the Disclosure Letter.
11.5 The Vendors' Guarantor shall bear the cost of payments made and to be
made to directors and employees of the Group under the 2004 key
employee retention plan described at paragraph 12.5 of the Disclosure
Letter.
12. ANNOUNCEMENTS
None of the parties shall release any announcement, or despatch any
circular, relating to this Agreement unless and until the form and
content of such announcement or circular have been submitted to, and
agreed by, the other parties provided that nothing in this clause 12
shall prohibit the Vendors or the Vendors' Guarantor from making any
announcement or despatching any circular without such agreement to the
extent required by law or the rules of the United States Securities and
Exchange Commission or of the New York Stock Exchange, Inc or as it may
consider appropriate in the context of any legal proceedings, provided,
however, that in the context of legal proceedings, the Vendors and the
Vendors' Guarantor shall use reasonable endeavours to contact the
Purchaser to discuss the contents of any public announcements naming
the Purchaser or its direct or indirect shareholders prior to making
such announcement, to the extent reasonable and practicable in the
circumstances.
13. GUARANTEES
13.1 The Purchaser's Guarantor undertakes to the Vendors to procure that the
Purchaser shall perform all of its obligations under this Agreement and
the Tax Deed.
13.2 The Vendors' Guarantor undertakes to the Purchaser to procure that the
Vendors shall perform all of their obligations under this Agreement and
the Tax Deed.
14. MISCELLANEOUS
14.1 This Agreement shall be binding on and enure for the benefit of the
successors and permitted assigns of the parties.
14.2 Following Completion, the benefit of this Agreement may be assigned by
any party to any company of which it is a subsidiary or to any other
company which is its subsidiary or holding company and by the Purchaser
to any provider of debt finance for the acquisition of the Company (by
way of security) or on any refinancing thereof
26
(but not otherwise) but so that the assignor shall remain liable for
its obligations hereunder and provided that, in the event that the
assignor and the assignee are to cease to be associated, the assignee
shall assign such benefit to the original assignor or a subsidiary of
the original assignor prior to their ceasing to be associated.
14.3 Each of the parties to this Agreement confirms that this Agreement,
together with the confidentiality agreement between the Purchaser and
the Vendors' Guarantor dated 5 March 2004 and the documents in the
agreed terms, represents the entire understanding, and constitutes the
whole agreement, in relation to its subject matter and supersedes any
previous agreement between the parties with respect thereto and,
without prejudice to the generality of the foregoing, excludes any
warranty, condition or other undertaking implied at law or by custom.
14.4 Each party confirms that:
14.4.1 in entering into this Agreement it has not relied on any
representation, warranty, assurance, covenant, indemnity,
undertaking or commitment which is not expressly set out in
this Agreement or the documents in the agreed terms; and
14.4.2 in any event, without prejudice to any liability for
fraudulent misrepresentation or fraudulent misstatement, the
only rights or remedies of any party in relation to any
representation, warranty, assurance, covenant, indemnity,
undertaking or commitment given or action taken in connection
with this Agreement or the documents in the agreed terms are
those specifically contained in this Agreement or such
document in the agreed terms and none of the parties has any
other right or remedy (whether by way of a claim for
contribution or otherwise) in contract or in tort (including
negligence) or for misrepresentation (whether negligent or
otherwise, and whether made prior to, and/or in, this
Agreement).
14.5 In the event that any provision (or part of) of this Agreement shall be
void or unenforceable by reason of any provision of applicable law, it
shall be deleted and the remaining provisions hereof shall continue in
full force and effect and if necessary, be so amended as shall be
necessary to give effect to the spirit of this Agreement so far as
possible.
14.6 Other than payments to be made under clause 7, every payment payable
under this Agreement by the Purchaser or the Vendors, as the case may
be, shall be made in full without any set-off or counterclaim howsoever
arising and shall be free and clear of, and without deduction of, or
withholding for or on account of, any amount which is due and payable
to the Purchaser, or the Vendors, as the case may be.
14.7 Subject to the provisions of sub-clause 5.1 and to the following
sentence, neither the Vendors nor the Purchaser shall have any right to
delay or defer Completion or to rescind or terminate or fail to perform
this Agreement and the sole remedy of the Vendors or the Purchaser as
the case may be in relation to any delay, default, breach or failure on
the part of the Vendors or the Purchaser, as the case may be, under, or
in relation to, this Agreement, other than pursuant to the following
sentence, shall be in damages and the Vendors and the Purchaser hereby
expressly and unconditionally waives all other rights and remedies
(whether statutory, at common law, in equity or otherwise). Without
prejudice to the generality of the preceding sentence, the parties
27
acknowledge and agree that damages alone would not be an adequate
remedy for any breach by the Vendors of their obligation to transfer
all of the Shares to the Purchaser on Completion on the terms of this
Agreement or for any material breach by the Purchaser to comply with
its obligation to purchase the Shares on Completion on the terms of
this Agreement and that the remedy of specific performance would be a
more appropriate remedy for such breaches.
14.8 So far as it remains to be performed this Agreement shall continue in
full force and effect notwithstanding Completion.
14.9 No term of this Agreement is enforceable under the Contracts (Rights of
Third Parties) Xxx 0000 by a person who is not a party to this
Agreement.
14.10 Where in this Agreement any liability is undertaken by more than one of
the Vendors, their liability shall be joint and several.
15. COSTS
The parties shall pay their own costs in connection with the
preparation, negotiation and implementation of this Agreement and any
matter contemplated by it.
16. NOTICES
16.1 A notice, approval, consent or other communication in connection with
this Agreement:
16.1.1 must be in writing;
16.1.2 in the case of the Vendors and the Vendors' Guarantor, must be
marked for the attention of the General Counsel (copied to
Xxxxxxx Xxxxx and marked for the attention of Xxxxxxx
Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxx Xxxxxxxxx);
16.1.3 in the case of the Purchaser and the Purchaser's Guarantor,
must be marked for the attention of Xxxxx Xxxxxx (copied to
the Purchaser's Solicitors and marked for the attention of
Xxxxx Xxxxxxxxxx); and
16.1.4 must be left at the address of the addressee, or sent by an
internationally recognised courier service to the address of
the addressee or sent by facsimile to the facsimile number of
the addressee which is specified in this clause or if the
addressee notifies another address or facsimile number then to
that address or facsimile number.
The address and facsimile number of each party is:
VENDORS AND VENDORS' GUARANTOR
Address: c/x Xxxxxxxxx International Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx
Xxx Xxxx 00000
XXX
Facsimile: x0 000 000 0000
28
With a copy to:
Address: Xxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Facsimile: x00 00 0000 0000
PURCHASER AND PURCHASER'S GUARANTOR
Address: Press Acquisitions Limited
0xx Xxxxx, 00 Xx Xxxxx'x Xxxxxx
Xxxxxx XX0X 0XX
Facsimile: x00 00 0000 0000
With a copy to: Lovells
Address: Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxxx
Xxxxxx
XX0X 0XX
For the attention of Xxxxx Xxxxxxxxxx
Facsimile: x00 00 0000 0000
16.2 A notice, approval, consent or other communication shall take effect
from the time it is received (or, if earlier, the time it is deemed to
be received in accordance with sub-clause 16.3) unless a later time is
specified in it.
16.3 A letter or facsimile is deemed to be received:
16.3.1 in the case of a letter sent by courier service, unless
actually received earlier, on the second day after it is
deposited with that courier service; and
16.3.2 in the case of facsimile, on production of a transmission
report from the machine from which the facsimile was sent
which indicates that the facsimile was sent in its entirety to
the facsimile number of the recipient.
17. GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS
17.1 This Agreement shall be governed by, and construed in accordance with,
English law.
17.2 Each party irrevocably agrees that the Courts of England shall have
non-exclusive jurisdiction in relation to any claim, dispute or
difference concerning this Agreement and any matter arising therefrom.
17.3 Each party irrevocably waives any right that it may have to object to
an action being brought in those Courts, to claim that the action has
been brought in an inconvenient forum, or to claim that those Courts do
not have jurisdiction.
29
17.4 The submission to the jurisdiction of the Courts of England shall not
(and shall not be construed so as to) limit the right of any party to
bring legal proceedings in any other court of competent jurisdiction
including without limitation the courts having jurisdiction by reason
of any other party's domicile. Legal proceedings by any party in any
one or more jurisdictions shall not preclude legal proceedings by it in
any other jurisdiction, whether by way of substantive action, ancillary
relief, enforcement or otherwise.
17.5 Each party agrees that without preventing any other mode of service,
any document in an action (including, but not limited to, a claim form
or any other document to be served under the Civil Procedure Rules) may
be served on any party by being delivered to or left for that party at
its address for service of notices under clause 16 and each party
undertakes to maintain such an address at all times and to notify the
other party in advance of any change from time to time of the details
of such address in accordance with the manner prescribed for service of
notices under clause 16.
IN WITNESS of which the parties have executed this Agreement on the date first
mentioned above.
30
SCHEDULE 1
PART I
DETAILS OF THE COMPANY
Registered Number: 00451593
Country of Incorporation: England & Wales
Registered Office: 0, Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Directors: Hon. Xxxxxx Deedes
Xxxx Xxxxxxx
Xxxx Xxxxx
Xxx Xxxxxxxx
Xxxxx X'Xxxxxxx-Xxxxxx
Xxxxxx Xxxxx
Xxxxxx Xxxxxx
Xxx. Xxxxxxx Xxxxx
Xxxxxx Xxxxx
Authorised share capital: 180,000,000 ordinary shares of 10p each
5,000,000 7% cumulative redeemable preference shares
of(pound)1 EACH
100,000,000 2.5% cumulative redeemable preference
shares of (pound)16.80 each
Issued share capital: 103,782,513 'A' ordinary shares of 10 xxxxx each
43,692,141 'B' ordinary shares of 10 xxxxx each
5,000,000 7% cumulative redeemable preference shares
of (pound)1 EACH
Registered Shareholder: DT Holdings Limited - 21,900,000 'A' ordinary shares
First DT Holdings Limited - 5,000,000 7% cumulative
redeemable preference shares
Second DT Holdings Limited - 81,882,513 'A' ordinary
shares and 43,692,141 'B' ordinary shares
Auditors: KPMG Audit Plc
0 Xxxxxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
Secretary: Xxxxx Xxxxxxxxx
31
PART 2
DETAILS OF THE SUBSIDIARIES
XXXXXXXXX TELEGRAPH NEW MEDIA HOLDINGS LIMITED
Registered Number: 03806441
Country of Incorporation: England & Wales
Registered Office: 0, Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Directors: Xxxxx X'Xxxxxxx-Xxxxxx
Xxxx Xxxxxxx
Hon. Xxxxxx Deedes
Authorised share capital: 100 ordinary shares of(pound)1.00 EAch
Issued share capital: 2 ordinary shares of(pound)1.00 eaCH
Registered Shareholder: Telegraph Group Limited
Secretary: Xxxxx Xxxxxxxxx
Auditors: KPMG Audit Plc
0 Xxxxxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
32
XXXXXXXXX TELEGRAPH NEW MEDIA LIMITED
Registered Number: 04048812
Country of Incorporation: England & Wales
Registered Office: 0, Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Directors: Xxxxx X'Xxxxxxx-Xxxxxx
Xxxx Xxxxxxx
Hon. Xxxxxx Deedes
Authorised share capital: 1,000 ordinary shares of(pound)1.00 each
Issued share capital: 2 ordinary shares of(pound)1.00
Registered shareholder: Xxxxxxxxx Telegraph New Media Holdings Limited
Secretary: Xxxxx Xxxxxxxxx
Auditors: KPMG Audit Plc
0 Xxxxxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
33
TELEGRAPH PUBLISHING LIMITED
Registered Number: 01984132
Country of Incorporation: England & Wales
Registered Office: 0, Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Directors: Hon. Xxxxxx Deedes
Xxxx Xxxxxxx
Xxx Xxxxxxxx
Xxxxx X'Xxxxxxx-Xxxxxx
Authorised share capital: 100 ordinary shares of(pound)1.00 each
Issued share capital: 2 ordinary shares of(pound)1.00 each
Registered shareholder: Telegraph Group Limited
Secretary: Xxxxx Xxxxxxxxx
Auditors: KPMG Audit Plc
0 Xxxxxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
34
THE SPECTATOR (1828) LIMITED
Registered Number: 01232804
Country of Incorporation: England & Wales
Registered Office: 00 Xxxxxxx Xxxxxx,
Xxxxxx,
XX0X 0XX
Directors: Xxxx Xxxxx
Xxx Xxxxxxx Xxxxxx
Xxxx Xxxxxx
Xxxxxxxxxxx Xxxxxx
Xxxx Xxxx of Wartnaby
Xxxxxxxx Xxxxxxx
Rt. Hon. Xxxxxxx Xxxxx
Hon. Xxxxxx Deedes
Authorised share capital: 1,700,000 ordinary shares of(pound)1 each
Issued share capital: 1,403,968 ordinary shares of(pound)1 each
Registered shareholder: Telegraph Group Limited
Secretary: Xxxxx Xxxxxxxxx
Auditors: KPMG Audit Plc
0 Xxxxxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
35
DOUBLECLICK (UK) LIMITED
Registered Number: 03434861
Country of Incorporation: England & Wales
Registered Office: 0, Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Directors: Xxxxx X'Xxxxxxx-Xxxxxx
Xxxxx Xxxxxxxxx
Authorised Share Capital: 400,000 "A" ordinary shares of(pound)1.00 each
400,000 "B" ordinary shares of(pound)1.00 each
400,000 "C" ordinary shares of(pound)1.00 each
Issued Share Capital: 2 "A" ordinary shares of(pound)1.00 each
Registered Shareholder: Telegraph Group Limited
Secretary: Xxxxx Xxxxxxxxx
36
ELECTRONIC TELEGRAPH LIMITED
Registered Number: 04014415
Country of Incorporation: England & Wales
Registered Office: 0, Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Directors: Xxxxx X'Xxxxxxx-Xxxxxx
Xxxx Xxxxxxx
Xxxxx Xxxxxxxxx
Authorised Share Capital: 1,000 ordinary shares of(pound)1.00 each
Issued Share Capital: 1 ordinary share of(pound)1.00 each
Registered Shareholder: Xxxxxxxxx Telegraph New Media Holdings Limited
Secretary: Xxxxx Xxxxxxxxx
37
TELEGRAPH (BRITISH) LIMITED
Registered Number: 03912775
Country of Incorporation: England & Wales
Registered Office: 0, Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Directors: Xxxxx X'Xxxxxxx-Xxxxxx
Xxxx Xxxxxxx
Hon. Xxxxxx Deedes
Authorised Share Capital: 1,000 ordinary shares of(pound)1.00 each
Issued Share Capital: 2 ordinary shares of(pound)1.00 each
Registered Shareholder: Xxxxxxxxx Telegraph New Media Holdings Limited
Secretary: Xxxxx Xxxxxxxxx
38
TELEGRAPH BOOKS LIMITED
Registered Number: 02002119
Country of Incorporation: England & Wales
Registered Office: 0, Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Directors: Xxxxx X'Xxxxxxx-Xxxxxx
Xxxxx Xxxxxxxxx
Authorised Share Capital: 100 ordinary shares of(pound)1.00 each
Issued Share Capital: 2 ordinary shares of(pound)1.00 each
Registered Shareholder: Telegraph Group Limited
Secretary: Xxxxx Xxxxxxxxx
39
TELEGRAPH TRUSTEES LIMITED
Registered Number: 01933296
Country of Incorporation: England & Wales
Registered Office: 0, Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Directors: Xxxxx X'Xxxxxxx-Xxxxxx
Xxxxx Xxxxxxxxx
Authorised Share Capital: 100 ordinary shares of(pound)1.00 each
Issued Share Capital: 2 ordinary shares of(pound)1.00 each
Registered Shareholder: Telegraph Group Limited
Secretary: Xxxxx Xxxxxxxxx
40
THE EVENING POST LIMITED
Registered Number: 00213322
Country of Incorporation: England & Wales
Registered Office: 0, Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Directors: Xxxxx X'Xxxxxxx-Xxxxxx
Xxxxx Xxxxxxxxx
Authorised Share Capital: 1,000 ordinary shares of 10 xxxxx each
Issued Share Capital: 2 ordinary shares of 10 xxxxx each
Registered Shareholder: Telegraph Group Limited
Secretary: Xxxxx Xxxxxxxxx
41
THE MORNING POST LIMITED
Registered Number: 01933369
Country of Incorporation: England & Wales
Registered Office: 0, Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Directors: Xxxxx X'Xxxxxxx-Xxxxxx
Xxxxx Xxxxxxxxx
Authorised Share Capital: 100 ordinary shares of(pound)1.00 each
Issued Share Capital: 2 ordinary shares of(pound)1.00 each
Registered Shareholder: Telegraph Group Limited
Secretary: Xxxxx Xxxxxxxxx
42
THE SUNDAY TELEGRAPH LIMITED
Registered Number: 00667848
Country of Incorporation: England & Wales
Registered Office: 0, Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Directors: Xxxxx X'Xxxxxxx-Xxxxxx
Xxxxx Xxxxxxxxx
Authorised Share Capital: 1,000 ordinary shares of(pound)1.00 each
Issued Share Capital: 1,000 ordinary shares of(pound)1.00 each
Registered Shareholder: Telegraph Group Limited
Secretary: Xxxxx Xxxxxxxxx
43
YOUNG TELEGRAPH LIMITED
Registered Number: 01985535
Country of Incorporation: England & Wales
Registered Office: 0, Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Directors: Xxxxx X'Xxxxxxx-Xxxxxx
Xxxx Xxxxxxx
Authorised Share Capital: 100 ordinary shares of(pound)1.00 each
Issued Share Capital: 2 ordinary shares of(pound)1.00 each
Registered Shareholder: Telegraph Group Limited
Secretary: Xxxxx Xxxxxxxxx
44
PART 3
DETAILS OF THE JOINT VENTURE COMPANIES
WEST FERRY PRINTERS LIMITED
Registered Number: 01997219
Country of Incorporation: England & Wales
Directors appointed by the
Group: Hon. Xxxxxx Deedes
Xxxx Xxxxxxx
Xxxxx X'Xxxxxxx-Xxxxxx
Xxxx Xxxxxx Styles
Issued Share Capital: 10,000 ordinary shares of 1p each split into
A ordinary shares and B ordinary shares
3,000,000 6% redeemable preference shares
of(pound)1 eacH
3,000,000 6% B redeemable preference shares
of(pound)1 each
Shares beneficially owned by the 5,000 A ordinary shares of 1p each
Group:
Registered shareholder of shares Telegraph Group Limited
beneficially owned by the Group:
45
TRAFFORD PARK PRINTERS LIMITED
Registered Number: 01985540
Country of Incorporation: England & Wales
Directors appointed by the Group: Hon. Xxxxxx Deedes
Xxxxx X'Xxxxxxx-Xxxxxx
Xxxx Xxxxxx Styles
Xxx Xxxxxxxx
Issued Share Capital: 10,000 ordinary shares of(pound)1 each split
into A ordinary shares and B ordinary shares
Shares beneficially owned by the 5,000 A ordinary shares of (pound)1 each
Group:
Registered shareholder of shares Telegraph Group Limited
beneficially owned by
the Group:
46
PAPER PURCHASE AND MANAGEMENT LIMITED
Registered Number: 4306325
Country of Incorporation: England & Wales
Directors appointed by the Group: Hon. Xxxxxx Deedes
Xxxxx X'Xxxxxxx-Xxxxxx
Issued Share Capital: 200 ordinary shares of(pound)1 each split
into A ordinarY shares and B ordinary shares
Shares beneficially owned by the 100 A ordinary shares of (pound)1 each
Group:
Registered shareholder of shares Telegraph Group Limited
beneficially owned by
the Group:
47
XXXXXXX.XXX LIMITED
Registered Number: 3819979
Country of Incorporation: England & Wales
Directors appointed by the
Group: Xxxx Xxxxxxx
Xxx Faircliff
Issued Share Capital: 1,200,000 ordinary shares of(pound)1 each
split into A ordinary shares and B ordinary
shares
Shares beneficially owned by 600,000 B ordinary shares of (pound)1 each
HTNM LLC:
Registered shareholder of shares HTNM LLC
beneficially owned by HTNM
LLC:
48
NEWSPAPER LICENSING AGENCY LIMITED
Registered Number: 3003569
Country of Incorporation: England & Wales
Directors appointed by the Group: Xxxxxx Xxxxxxx
Issued Share Capital: 8 ordinary shares of(pound)1 each
Shares beneficially owned by the 1 ordinary share of(pound)1
Group:
Registered shareholder of shares Telegraph Group Limited
beneficially owned by the Group:
49
XXXXXX.XXX LIMITED
Registered Number: 3814287
Country of Incorporation: England & Wales
Directors appointed by the Group: Xxxx Xxxxx
Issued Share Capital: 8,883 A ordinary shares of 1p each
1,000 B ordinary shares of 1p each
Shares beneficially owned by HTNM 3,383 A ordinary shares of 1 xxxxx
LLC:
Registered shareholder of shares HTNM LLC
beneficially owned by HTNM
LLC:
50
SCHEDULE 2
1. ACCOUNTS
1.1 GENERAL
The Accounts:
1.1.1 have been prepared under the historical cost convention and in
accordance with generally accepted accounting practice at the
date of this Agreement in the United Kingdom ("UK GAAP");
1.1.2 show a true and fair view of the state of affairs of the
Company (or of the Group to the extent that they are
consolidated accounts) as at the Accounts Date and of its
profit or loss for the accounting reference period ended on
that date;
1.1.3 comply with the requirements of the Companies Act; and
1.1.4 are prepared using estimation techniques and policies of
accounting which are the same in all material respects as
those adopted in preparing the Previous Accounts, save where
such techniques and policies differ as a result of the
Previous Accounts not being prepared on a consolidated basis.
1.2 PROVISION FOR LIABILITIES, CAPITAL COMMITMENTS AND BAD DEBTS
The Accounts:
1.2.1 contain proper provisions for and adequate details of all
liabilities and capital commitments of the Company (or of the
Group to the extent that they are consolidated accounts) as at
the Accounts Date required to be so recognised by UK GAAP;
1.2.2 note in accordance with good accountancy practice all
contingent liabilities and capital commitments; and
1.2.3 make provision reasonably regarded by the directors of the
Company as adequate for all bad and doubtful debts.
1.3 POSITION SINCE ACCOUNTS DATE
Since the Accounts Date:
1.3.1 apart from the dividends provided for in the Accounts, no
dividend or other distribution (as defined for the purposes of
section 209 or 210 of the Taxes Act) has been declared, paid
or made by the Company;
1.3.2 the business of the Company has been carried on in the
ordinary course and so as to maintain it as a going concern;
1.3.3 the Company has not acquired or disposed of, or agreed to
acquire or dispose of, any business or any material asset
other than trading stock in the ordinary course of business;
and
51
1.3.4 there has been no material adverse change in the financial or
trading position of the Group taken as a whole other than any
such change which arises from or in connection with changes in
law or regulation or from a general change or changes in
economic or political circumstances or changes or conditions
generally affecting companies carrying on business similar to
those of the Group in a part or parts of the world in which
the Group carries on business including but not limited to any
general trends in the advertising market in a part or parts of
the world in which the Group carries on business.
1.4 MANAGEMENT ACCOUNTS
The Management Accounts have been prepared with due care and attention
to the extent consistent with the procedures adopted in previous
management accounts of the Company, and show a view of the state of
affairs and profit and loss of the Company as at the end of and for the
periods in respect of which they have been prepared, are reasonably
accurate given the purpose for which they were prepared, but it is
acknowledged that they were not prepared on a statutory basis or
subject to the controls and procedures used for the purposes of
producing the Accounts.
2. ASSETS
Save as set out in the Disclosure Letter, the assets included in the
Accounts or acquired by the Company since the Accounts Date (other than
trading stock disposed of since that date in the ordinary course of
business) which are material to the business of the Company are the
property of the Company free from any mortgage or charge or other
encumbrance and are not the subject of any leasing, hiring or
hire-purchase agreement, and none of the same are in the possession or
under the control of the Vendors' Group.
3. BORROWINGS, GRANTS AND LOANS TO DIRECTORS AND CONNECTED PERSONS
3.1 The Company does not have outstanding any obligation for the payment or
repayment of money, whether present or future, actual or contingent, in
respect of:
3.1.1 monies borrowed or raised;
3.1.2 any recourse to a company selling or discounting receivables
in respect of receivables sold or discounted;
3.1.3 moneys raised under or in respect of acceptance credit and
documentary credit facilities; or
3.1.4 any guarantee, indemnity or other insurance against or
arrangement intended to prevent or limit loss in respect of
any obligation for the payment or repayment of money described
in paragraphs 3.1.1 to 3.1.3 above.
3.2 The Company does not have subsisting over the whole or any part of its
present or future revenue or assets any encumbrance, mortgage, charge,
pledge, lien or other security interest or any other agreement or
arrangement having a similar effect.
52
3.3 There is not outstanding:
3.3.1 any loan made by the Company to, or debt owing to the Company
by, or debt owing by the Company to, any director or, so far
as the Vendors are aware, former director of the Company or
any person connected with any of them (in the case of former
directors, so far as the Vendors are aware); or
3.3.2 so far as the Vendors are aware, any material agreement to
which the Company is a party and in which any director or
former director of the Company or any person connected with
any of them has an interest.
3.4 Copies of all material finance leases, hire purchase agreements or
other similar debt agreements to which the Company is a party have been
disclosed to the Purchaser.
4. PROPERTIES
4.1 INTERESTS
4.1.1 The Properties and the Ancillary Properties comprise all the
land and buildings owned by the Company or used or occupied by
it in connection with its business.
4.1.2 The Company is the legal and beneficial owner of the
Properties and has exclusive use and occupation of them.
4.2 TITLE
In the case of each of the Properties:
4.2.1 the information contained in Parts 1 and 3 of Schedule 3 as to
tenure and the principal terms of the lease or licence held by
the Company is true and accurate in all material respects;
4.2.2 where the title requires registration at the Land Registry, it
has been duly registered and the Company is the registered
proprietor;
4.2.3 the Company has not received any written notice that its use
or occupation contravenes any requirement or restriction
having the force of law and has not received any notice of any
breach of any material covenants, conditions, restrictions,
limitations and other matters binding on it;
4.2.4 there exist all rights necessary for its continued possession,
enjoyment and use for its present purpose;
4.2.5 the main services of water, drainage and electricity are
enjoyed; and
4.2.6 there is no circumstance which would entitle any third party
to exercise a right or power of entry or to take possession of
any property where the Company owns the freehold.
4.2.7 the Company has not entered into any formal contract or
agreement to acquire or dispose of any land or premises
located within the United Kingdom (or any interest therein)
which has not yet been completed.
53
4.3 STATUTORY OBLIGATIONS, NOTICES AND ORDERS
4.3.1 There are no outstanding notices, orders, proposals,
applications or requests affecting or relating to any of the
Properties that have been served by any authority or other
person or by the Company.
4.3.2 The Company has not received notice that it is in material
breach of any statutory and bye-law requirements with respect
to the Properties.
4.3.3 The Company has not received notice of any breach of any
obligation with respect to the Properties with which it is
necessary to comply in order to satisfy the requirements
(whether formal or informal) of any competent authority
exercising statutory or delegated powers.
4.4 RATES, TAXES AND OTHER OUTGOINGS
None of the Properties is subject to the payment of any outgoings other
than non-domestic and/or water rates (and in the case of leaseholds,
sums reserved by the relevant lease).
4.5 CLAIMS AND DISPUTES
4.5.1 No action, claim, proceeding, demand or dispute in respect of
any of the Properties is outstanding.
4.5.2 The Company has not had occasion to make any claim or
complaint in relation to any neighbouring property or its use
or occupation.
4.6 PLANNING AND DEVELOPMENT MATTERS
4.6.1 The current use of each of the Properties and the Ancillary
Properties is as stated in Part 1 and Part 2 of Schedule 3 and
in respect of each of the Properties the Company has not
received notice of any breach of any express planning
permission for such use.
4.6.2 The Company has not received notice of any breach of any
planning permissions, bye-law consents and building regulation
consents in respect of any of the Properties.
4.6.3 The Company is not aware of any outstanding condition notice,
planning contravention notice, stop notice or enforcement
notice or injunction under section 187(B) of the Town and
Country Xxxxxxxx Xxx 0000 affecting any of the Properties.
4.7 CONDITIONS OF PROPERTIES
The Properties are fit for the purposes for which they are presently
used in all material respects.
4.8 LEASEHOLD PROPERTIES
In relation to those of the Properties which are leasehold:
4.8.1 each such Property is held under the terms of the lease which
is summarised in Part 3 of Schedule 3;
54
4.8.2 the rent referred to in Part 3 of Schedule 3 is the current
rent payable under the relevant lease;
4.8.3 the Company is not in arrears of the principal rent payable
under the relevant lease;
4.8.4 the Company has not received notice of any material breach of
the material terms of any lease; and
4.8.5 no outstanding notices have been served by the landlord in
respect of any lease.
4.9 OTHER INVOLVEMENT IN RELATION TO PROPERTY
The Company has not at any time:
4.9.1 had vested in it (whether as an original tenant or undertenant
or as an assignee, transferee or otherwise) any freehold or
leasehold property located within the United Kingdom other
than the Properties or the Ancillary Properties;
4.9.2 given any covenant or entered into any agreement, deed or
other document (whether as a tenant or undertenant or as an
assignee, transferee, guarantor or otherwise) in respect of
any freehold or leasehold property located within the United
Kingdom in respect of which any contingent or potential
liability remains with the Company other than those disclosed
to the Purchaser in writing in relation to the Properties or
the Ancillary Properties.
5. ENVIRONMENT AND HEALTH AND SAFETY
5.1.1 So far as the Vendors are aware, the Company has not received
written notification in the last three years which gives rise,
could give rise or has given rise to any civil, criminal,
administrative or other action, claim, suit, complaint,
proceeding, investigation, decontamination, remediation or
expenditure by any person or competent authority under
Environmental Law in relation to the Properties which is
material in the context of the Group.
5.1.2 So far as the Vendors are aware at no time has the Company
received any notice alleging any material breach of any
Environmental Permit.
5.1.3 so far as the Vendors are aware the Company has not received
any written communication from the Health and Safety
Executive, local authority or other competent authority in the
last three years, failure to comply with which would
constitute a breach of the Health and Safety at Work etc. Xxx
0000 or any of the requirements imposed under that Act or
Regulations made under that Act.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 INTERESTS
6.1.1 Accurate details of Intellectual Property Rights which have
been registered, or which are in the process of being
registered, in the name of the Company are set out in Schedule
4.
55
6.1.2 All material subsisting written agreements under which the
Company grants or is granted an express licence of
Intellectual Property have been disclosed to the Purchaser.
6.2 VALIDITY AND TITLE
6.2.1 All the Intellectual Property Rights set out in Schedule 4 are
subsisting and there are no current legal proceedings to which
the Company is a party in which the title to or validity of
such Intellectual Property Rights are being challenged nor, so
far as the Vendors are aware, are there any matters reasonably
likely to give rise to such proceedings.
6.2.2 The Company is the sole registered proprietor of each of the
Intellectual Property Rights set out in Schedule 4.
6.3 INFRINGEMENT
So far as the Vendors are aware, the Company has not received written
notice from any person claiming that it is infringing the Intellectual
Property of that person.
7. COMMERCIAL ARRANGEMENTS AND CONDUCT
7.1 MATERIAL CONTRACTS
All of the following agreements to which the Company is a party have
been disclosed to the Purchaser:
7.1.1 material contracts of guarantee and contracts to secure any
obligation of any person other than another Group Company;
7.1.2 agreements between the Company and a distributor, supplier or
customer of the Company in respect of goods and services with
an annual cost in excess of (pound)500,000;
7.1.3 material joint venture, consortium, or partnership agreements
to which the Company is a party;
7.1.4 sale or purchase options or similar agreements affecting any
assets with a value in excess of (pound)500,000 owned or used
by the Company or by which it is bound;
7.1.5 so far as the Vendors are aware, the list of agreements set
out at part C, paragraph 7.1.5 of the Disclosure Letter is a
complete list of all agreements of such description which are
in the Group's possession; and
7.1.6 the list of agreements set out in part C, paragraph 7.1.6 of
the Disclosure Letter is a complete list of all agreements of
such description to which the Company is a party.
7.2 There is not outstanding any material liability or obligation (other
than those listed in 7.1.1 to 7.1.4 above) on the part of the Company
(including a capital commitment) which:
56
7.2.1 is incapable of complete performance within twelve months from
the date of Agreement; or
7.2.2 has not been incurred in the ordinary course of business.
7.3 So far as the Vendors are aware, the acquisition of the Shares by the
Purchaser will not give rise to any right of pre-emption under any
material agreement to which the Company is a party or relieve any
person of any material obligation to the Company under any such
material agreement or enable any person to terminate any such
obligation or agreement.
7.4 There have been no material intra-group reorganisations within the
Group or between the Group and the Vendors' Group since the Accounts
Date.
7.5 There are no fees or bonuses payable by any member of the Group,
whether due to any director or employee or adviser of the Group, or any
brokers fees or finders fees or similar fees payable to third parties,
in each case which arise as a result of the transaction contemplated by
this Agreement.
7.6 The Company has not disposed of or acquired any material business or
property within the period of 3 years prior to the date of this
Agreement other than in the ordinary course of business or as a result
of intra-group reorganisations within the Group.
7.7 So far as the Vendors are aware, the Company has not received any
written notice from any third party that the Company is in default to
any material extent of any material agreement described in paragraph
7.1 above to which the Company is a party.
7.8 Copies of the following have been disclosed to the Purchaser:
7.8.1 the certificates provided by the Audit Board of Circulation to
the Company since March 2003 concerning the audit of sales of
the "Daily Telegraph" and the "Sunday Telegraph";
7.8.2 the certificates provided by KPMG Audit plc to the Company
between May 2001 and March 2003 regarding the audit of sales
of the "Daily Telegraph" and the "Sunday Telegraph"; and
7.8.3 other material correspondence from the Audit Board of
Circulation and KPMG Audit plc regarding the audit of sales of
the "Daily Telegraph" and the "Sunday Telegraph" to the
Company during the period of 3 years prior to the date of this
Agreement relating to the production of such certificates.
8. DATA PROTECTION
8.1 NOTIFICATION
The Company has made all notifications required to be made by it to the
Information Commissioner under the Data Protection Xxx 0000.
57
8.2 ENFORCEMENT
There are no outstanding Enforcement Notices or Information Notices
issued to the Company under the Data Protection Xxx 0000 by the
Information Commissioner.
9. INFORMATION TECHNOLOGY
9.1 OWNERSHIP/RIGHTS TO USE
9.1.1 All software comprised in the Information Technology Systems
is either owned by or licensed to the Company or is used in
accordance with any licence granted to any party providing
services to the Company.
9.1.2 So far as the Vendors are aware, the Company has all rights
necessary to use the Information Technology Systems and to
receive the services from third parties with respect to them
in the manner in which they are used or received in the
business of the Company.
9.2 BUSINESS DISRUPTION
In the last six months immediately preceding the date of this Agreement,
there has not been any error, breakdown or failure in respect of the
Information Technology Systems which has caused any material ongoing
disruption to the business of the Group which has not since been
resolved.
9.3 DOMAIN NAME REGISTRATIONS
Details of all material domain names registered by or on behalf of the
Company are set out in Schedule 5.
9.4 DOMAIN NAME CHALLENGES
So far as the Vendors are aware, no Group Company has received any
written notice from any person challenging the use by a Group Company of
any material domain names. For the purposes of this paragraph 9.4, a
domain name will be material if it is included in Schedule 5 of this
Agreement and linked to a live website of a Group Company at the date of
this Agreement.
10. LITIGATION AND INSURANCE
10.1 LEGAL PROCEEDINGS
Apart from normal debt collection, save as set out in the Disclosure
Letter the Company is not engaged or proposing to engage in any
litigation, arbitration, prosecution or other legal proceedings, and
there are no claims or actions (whether criminal or civil) in progress
nor, so far as the Vendors are aware, pending or threatened against the
Company, any of its assets or any of its directors having a material
effect on the business of the Company.
10.2 INSURANCE POLICIES
All current policies of insurance taken out in connection with the
business or assets of the Company have been disclosed to the Purchaser
and so far as the Vendors are aware such current policies are validly
subsisting.
58
11. CORPORATE ORGANISATION AND BUSINESS
11.1 MEMORANDUM AND ARTICLES
The copies of the memorandum and articles of association of the Company
delivered to the Purchaser are true and complete copies, having
attached to them copies of all resolutions and agreements referred to
in section 380(2) of the Companies Xxx 0000.
11.2 REGISTER OF MEMBERS
The register of members of the Company contains an accurate record of
the members of the Company and the Company has not received any notice
of any application or intended application for rectification.
11.3 STATUTORY BOOKS AND REGISTERS
The statutory books and registers of the Company are up to date in all
material respects and contain records which are complete and accurate
in all material respects of all matters required to be dealt with in
such books.
11.4 CONDUCT IN RELATION TO CAPITAL
The Company has not at any time:
11.4.1 repaid or redeemed or agreed to repay or redeem any shares of
any class of its share capital or otherwise reduced or agreed
to reduce any class of its issued share capital or purchased
any of its own shares or carried out any transaction having
the effect of a reduction of capital; or
11.4.2 made or resolved or agreed to make any issue of shares or
other securities by way of capitalisation of profits or
reserves.
11.5 CONVERSION RIGHTS ETC.
No person has any option, right of pre-emption, right or obligation to
acquire redeem or convert or create any encumbrance on over or
affecting the share capital of the Company or the right to call for the
issue of any share or loan capital of the Company by reason of any
conversion rights or under any option or other agreement and neither
have any of the Vendors or the Company agreed to give or create any of
the foregoing and, so far as the Vendors are aware, no person has
claimed to be entitled to any of the foregoing.
11.6 EXISTENCE OF SUBSIDIARIES
11.6.1 The Company does not have any subsidiary other than the
Subsidiaries and, other than the shareholdings of the Company
in the Subsidiaries and the Joint Venture Companies (other
than xxxxxxx.xxx Limited and Xxxxxx.xxx Limited), the Company
has no interest in the share capital or other securities of
any other body corporate.
11.6.2 The Company has not entered into any formal contract or
agreement to acquire or dispose of any shares (or any interest
therein) which has not yet been completed.
59
11.7 PARTICULARS OF COMPANY, SUBSIDIARIES AND JOINT VENTURE COMPANIES
The particulars of the Company set out in Part 1 of Schedule 1 and the
Subsidiaries set out in Part 2 of Schedule 1 and the Joint Venture
Companies set out in Part 3 of Schedule 1 are correct and the share
capital of each of the Subsidiaries, and the share capital held in each
Joint Venture Company, is beneficially owned as shown there, free from
all charges, liens, encumbrances and claims.
11.8 THE SHARES
The Shares constitute all the issued shares in the capital of the
Company.
12. EMPLOYMENT
12.1 Details of the salaries and notice periods of all employees earning in
excess of (pound)50,000 per annum as at 21 June 2004 have been
disclosed in writing to the Purchaser and no material changes have
occurred since that date.
12.2 A copy of the Company's standard terms and conditions of employment has
been disclosed to the Purchaser.
12.3 Copies of all collective agreements with any recognised trade union
and/or works council representing any of the employees of the Company
have been disclosed in writing to the Purchaser.
12.4 The Company has not entered into any contract of service with any
employee of the Company which cannot be terminated lawfully by the
Company or the employee giving 3 months' notice or less.
12.5 The Company has not entered into any agreement for the provision of
compensation on the termination of employment of any of its employees
earning in excess of (pound)100,000 per annum as at the Accounts Date
beyond any obligation to make a statutory redundancy payment.
12.6 No industrial dispute has arisen within the last two years between the
Company and a material number of its employees which has had a material
adverse effect on the business of the Group.
12.7 No claim has been issued within the last two years against the Company
by a material number of its employees in respect of their employment
which has had a material adverse effect on the business of the Group.
12.8 No notice of any claim by any employee has been received by the Company
within the last 12 months alleging that it has failed to comply in any
material way with any of the statutory provisions relevant to its
relations with its employees.
12.9 There are no offers of employment outstanding or persons who have
entered into a contract of employment but are yet to commence work,
where the salary payable to that person is in excess of (pound)50,000.
13. PENSIONS
13.1 So far as the Vendors are aware, no agreement or arrangement (other
than the Disclosed Schemes) exist for the provision by the Company or
the Subsidiaries of any relevant benefits (as defined in section 612
(1) of the Taxes Act, with the omission of the exception in that
definition) for any person employed or formerly employed by the Company
or the Subsidiaries or for any
60
dependant of any such person, nor has any proposal been announced to
establish any such agreement or arrangement.
13.2 True and complete copies of the most recent actuarial valuations, the
trust deed and rules and other documents containing the provisions
currently governing the Disclosed Schemes and full particulars of the
benefits and entitlements under the Disclosed Schemes (including any
discretionary practices) and the contributions payable to the Disclosed
Schemes have been delivered to the Purchaser and there is, so far as
the Vendors are aware, no obligation to provide benefits under the
Disclosed Schemes other than as revealed in such documents and
particulars.
13.3 The Company and the Subsidiaries have duly complied with their
obligations in respect of contributions to the Disclosed Schemes and
all amounts due to be paid to the Disclosed Schemes have been paid when
due.
13.4 Death in service benefits under the Disclosed Schemes are insured.
13.5 The Telegraph Staff Pension Plan and the Telegraph Executive Pension
Scheme are approved as exempt schemes (within the meaning of Chapter I
of Part XIV of the Taxes Act) and there is in force in respect of
employments with the Company to which such schemes relate an
appropriate contracting-out certificate (within the meaning of section
37 of the Pensions Schemes Act 1993) and as far as the Vendors are
aware there is no reason why such approval will or may cease or any
such contracting out certificate will or may be cancelled, surrendered
or varied.
13.6 So far as the Vendors are aware, the Disclosed Schemes have at all
times been administered in accordance with the trusts powers and
provisions of the Disclosed Schemes and the requirements of legislation
(including without limitation Article 141 EC Treaty and of the Inland
Revenue) and with due regard to the general requirements of trust law.
13.7 There are not in respect of the Disclosed Schemes or the benefits under
them any claims or actions (including without limitation any complaints
made under any internal disputes procedure maintained in respect of the
Disclosed Schemes and any references made to the Pensions Ombudsman or
the Occupational Advisory Service) in progress, pending, threatened or
anticipated (other than routine claims for benefits).
13.8 So far as the Vendors are aware, the Company and the Subsidiaries do
not provide and have not at any time provided or promised to provide ex
gratia pensions or any other benefits in respect of any person employed
by the Company or the Subsidiaries.
13.9 The Company and the Subsidiaries have no obligation to contribute to
any personal pension scheme (as defined in section 630 of the Taxes
Act) in respect of any employees of the Company or the Subsidiaries.
61
14. TAXATION
14.1 All taxation in respect of:
14.1.1 profits, gains or income (as computed for taxation purposes)
of the Company arising or accruing or deemed for taxation
purposes to arise or accrue on or before the Accounts Date;
and
14.1.2 any transactions of the Company effected, or deemed for
taxation purposes to be effected, on or before the Accounts
Date,
has either been paid or adequately provided for in the Accounts.
14.2 So far as the Vendors are aware, adequate provision or reserve for
deferred taxation has been made in the Accounts in accordance with
accounting principles and standards generally accepted at the date of
this Agreement in the United Kingdom.
14.3 For the six years prior to the date hereof the Company has complied in
all material respects with all statutory provisions relating to
taxation which require the deduction of taxation from any payment made
by it, and has accounted to the appropriate taxation authority for any
such taxation which ought to have been accounted for prior to the date
hereof.
14.4 For the six years prior to the date hereof the Company has complied in
all material respects with all statutory requirements, orders,
provisions, directions or conditions relating to VAT.
14.5 The Company has at all times since its incorporation been resident for
taxation purposes in the United Kingdom and nowhere else and will be so
resident at Completion. The Company is not subject to tax in any
jurisdiction other than its place of incorporation by virtue of having
a permanent establishment or other place of business in that
jurisdiction.
14.6 All registrations, returns, computations, notices and information which
are or have been required to be made or given by the Company for any
taxation purpose have, so far as the Vendors are aware, been made or
given within the requisite periods and on a proper basis and none of
them is the subject of any material dispute with the Inland Revenue or
any other taxation authority.
14.7 Since the Accounts Date, the Company has not, so far as the Vendors are
aware, been involved in any transaction which has given or may give
rise to a liability to taxation on the Company other than corporation
tax on normal trading income of the Company (and not chargeable gains
or deemed income) arising from transactions entered into in the
ordinary course of business.
14.8 The Inland Revenue has not agreed to operate any long term special
arrangement (being an arrangement which is not based on a strict and
detailed application of the relevant legislation or described in any
published material of the Inland Revenue) in relation to the taxation
affairs of the Company.
14.9 No liability under Section 179 of the TCGA will arise to the Company as
a result of the sale of the Shares pursuant to this Agreement.
62
14.10 The Company is not involved in any material current dispute with any UK
tax authority, material being defined for these purposes as having the
potential to result in tax adjustments over (pound)1m.
14.11 The Company is not separately registered for VAT purposes and has been
treated as a member of a group under section 43 of the Value Added
Taxes Xxx 0000.
15. COMPETITION
15.1 The Company is not bound by or party to any order or decision made by
or any undertaking given to the EC Commission, European Court of
Justice, European Court of First Instance, the Director General of Fair
Trading, the Office of Fair Trading, the Secretary of State for Trade
and Industry, any utility regulator or similar statutory regulatory
body, the Competition Commission or any other court or tribunal of
competent jurisdiction or any similar authority in any jurisdiction,
under or in any law, regulation or administrative process relating to
fair competition, anti-trust, monopolies, mergers or other similar
matters.
15.2 So far as the Vendors are aware, the Company is not the subject of any
investigation by the EC Commission, Director General of Fair Trading,
the Office of Fair Trading, the Secretary of State for Trade and
Industry, any utility regulator or similar statutory regulatory body,
the Competition Commission or any other authority of any country having
jurisdiction in relation to fair competition, anti-trust, monopolies,
mergers or other similar matters.
16. CONSEQUENCES OF COMPLETION
So far as the Vendors are aware, there are no change of control rights
held by any third party pursuant to an agreement to which the Company
is a party, which would arise on or by reference to a transfer of the
Shares or which would take effect on Completion and which would be
material to the business of the Group.
17. APPLICATION OF WARRANTIES TO SUBSIDIARIES
17.1 Save where the context would not permit, each of the statements in this
Schedule 2 would be true and accurate in relation to each of the
Subsidiaries if:
17.1.1 (save for paragraphs 1.1, 1.2, 1.4, 11.7, 11.8 and 13) for
references to the Company there were substituted references to
that Subsidiary; and
17.1.2 in paragraph 11.6.1 the words "other than the Subsidiaries"
and "other than the shareholdings of the Company in the
Subsidiaries and the Joint Venture Companies (other than
xxxxxxx.xxx Limited and Xxxxxx.xxx Limited)" were omitted.
17.2 References in this Schedule 2 to material or materiality shall be
assessed in the context of the Group taken as a whole.
63
SCHEDULE 3
PROPERTIES
PART 1
PROPERTY DESCRIPTION OF TITLE TENURE CURRENT USE OWNER
NUMBER PROPERTY NUMBER(S)
1. 00 Xxxxxxx Xxxxxx 261395 Freehold Offices The Spectator
(1828) Limited
2. West Ferry site (car LN157131, Freehold Car park The Company
park) LN217390,
LN143508,
LN77206,
EGL238634
and
EGL238635
3. West Ferry print works EGL176954 Leasehold General The Company
industrial
use
4. West Ferry warehouse - Leasehold Warehouse/ The Company
storage
5. Floors 11-15 and part EGL320923 Leasehold Offices The Company
16, 1 Canada Square
6. Part Floor 16, 1 EGL327115 Leasehold Offices The Company
Canada Square
7. Floors 1 and 3 - Leasehold Offices The Company
Xxxxxx'x Hall
8. Victory House, Chatham - Leasehold Offices The Company
9. Lawn House Close EGL406102 Leasehold Car park The Company
Car Park and general
industrial
use
PART 2
DESCRIPTION OF PROPERTY TENURE CURRENT USE
00 Xxxxxxxxx Xxxx, Xxxxxx XX0 Leasehold Offices
00 Xxxxxx Xxxxxx, Xxxxxx X00 Leasehold Residential
00
Xxxxx 0, Xxxxxxxx Xxxxx, Xxxxxx X00 Leasehold Offices
Xxxx X, 00- 00 Xxx Xxxx Xxxx,
Xxxxxx XX0 Leasehold Residential
0 Xxxxxx Xxxxxxxx, Xxxxxxxxx Leasehold Offices
Office, Trafford Park Printers,
Longbridge Road, Manchester Leasehold Offices
000 Xxx xx Xxxxxx, Xxxxx Leasehold Editorial Offices
Offices, Beijing Leasehold Editorial Offices
Xxxxxxxxxx 0000, Xxxxxx Leasehold Editorial Offices
00 Xxxxxx Xxxxx-Xxxxxx, Xxxxxxxx Leasehold Editorial Offices
00 Xxxxxx Xxxxxx, Xxxxxxxxx Leasehold Editorial Offices
Xxxxxxxx Xxxx 0000, Xxxxxxxxxxxx Leasehold Editorial Offices
Xxxx 00, 00/00 Xxxxxxxx
Xxxxxxxxxxxx, Xxxxxx Leasehold Editorial Offices
Xxxxx 000, 000 Xxxxxxxx,
Xxx Xxxx, XXX Leasehold Editorial Offices
Xxxxx 000, 0000 X Xxxxxx,
Xxxxxxxxxx XX, XXX Leasehold Editorial Offices
65
PART 3
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY PROPERTY DATE OF LEASE PARTIES TERM CURRENT RENT
NUMBER
-----------------------------------------------------------------------------------------------------------------------------------
3 Westferry Print Works March 27, 1986 (1) The London Two hundred (200) Two hundred thousand
Docklands years, from July pounds
Development 25, 1983 ((pound)200,000)
Corporation
(2) The Daily Telegraph
plc
-----------------------------------------------------------------------------------------------------------------------------------
4 Westferry Warehouse February 11, 2002 (1) Viacar Limited January, 1 2001 - Ninety eight thousand
(Floors 1 and 2, 21-23 (2) Telegraph Group December, 27 2005 and three hundred and
Westferry Road) Limited eighty eight pounds
((pound)98,388)
-----------------------------------------------------------------------------------------------------------------------------------
5 Floors 11 to 15 and Xxxxx 0, 0000 (0) Xxxxxx Xxxxx Limited Twenty five (25) Four million and seven
part 16, 1 Canada (2) Canary Wharf years from April, 1 hundred and seventy
Square Management Limited 1992 five thousand pounds
(3) The Telegraph plc ((pound)4,775,000)
-----------------------------------------------------------------------------------------------------------------------------------
6 Part floor 16, 1 August 18, 1994 (1) Canary Wharf Limited Twenty three (23) Two hundred and eight
Canada Square (2) Canary Wharf years from April, 1 thousand seven hundred
Management Limited 1994 and sixty six pounds
(3) The Telegraph plc ((pound)208,766)
-----------------------------------------------------------------------------------------------------------------------------------
66
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY PROPERTY DATE OF LEASE PARTIES TERM CURRENT RENT
NUMBER
-----------------------------------------------------------------------------------------------------------------------------------
7 Floors 1 and 3, August 26, 2003 (1) The Master Wardens June 24, 2003 - One hundred and forty
Xxxxxx'x Xxxx and Commonalty of December, 25 2007 nine thousand and nine
the Art or Mistery hundred and ninety six
of the Xxxxxxx of pounds ((pound)149,996)
London ((pound)149,996)
(2) Telegraph Group
Limited
-----------------------------------------------------------------------------------------------------------------------------------
Floors 3 and 4, May 30, 2002 (1) Lloyds TSB Life 10 years from June One hundred and forty
Victory House, Assurance Company 24, 2001 eight thousand pounds
Chatham Limited ((pound)148,000)
(2) Telegraph Group
Limited
-----------------------------------------------------------------------------------------------------------------------------------
9 Lawn House Close March 31, 2000 (1) Dollar Bay March 31, 2000 - 1 Peppercorn (if
Car Park Developments Limited June 9, 2187 demanded)
(2) The Telegraph Group
Limited
-----------------------------------------------------------------------------------------------------------------------------------
67
SCHEDULE 4
REGISTERED INTELLECTUAL PROPERTY RIGHTS
TELEGRAPH GROUP LIMITED - TRADE XXXX STATUS REPORT
Pending Applications
May 2004
-------------------------------------------------------------------------------------------------------------------------------
COUNTRY PROPRIETOR XXXX APPLICATION STATUS
NO./CLASS(ES)
-------------------------------------------------------------------------------------------------------------------------------
Community The Spectator APOLLO 2990117 The application was filed on
Trade Xxxx (1828) Limited 9, 16, 35, 41 13 December 2002 and is awaiting
examination. It is the intention that
once this application has proceeded to
registration, the existing national
rights for APOLLO be entered as
seniorities with the consequence of the
reduction in national renewal fees.
-------------------------------------------------------------------------------------------------------------------------------
Community Telegraph Group DAILY 3282101 The application was filed on 18 June
Trade Xxxx Limited TELEGRAPH 9, 16, 41 2003 in view of the contraction of the
title of the newspaper from THE
DAILY TELEGRAPH to DAILY
TELEGRAPH.
-------------------------------------------------------------------------------------------------------------------------------
Community Telegraph Group SUNDAY 3282134 The application was filed on 18 July
Trade Xxxx Limited TELEGRAPH 9, 16, 41 2003 and has only been examined for
formalities and is awaiting full
examination.
-------------------------------------------------------------------------------------------------------------------------------
Community Telegraph Group TELEGRAPH 3601069 The application was filed on
Trade Xxxx Limited 9, 16, 41 15 December 2003. Examination is
awaited.
-------------------------------------------------------------------------------------------------------------------------------
Community Telegraph Group Xxxxxxxxx.xx.xx 2133668 The application was initially refused
Trade Xxxx Limited 9, 16, 38 on the basis that the xxxx was deemed
to be devoid of any distinctive
character as a sign which might serve
in trade to designate, for example, an
Internet site where telegraphs could be
transmitted. `xx.xx' being a top level
domain name is non-distinctive.
Evidence was filed and the xxxx was
as a result accepted and will now be
advertised.
-------------------------------------------------------------------------------------------------------------------------------
Community Telegraph Group THE 3282068 The application was filed on 18 July
Trade Xxxx Limited TELEGRAPH 9, 16, 41 2003. It has only been examined for
formalities and is now awaiting full
examination.
-------------------------------------------------------------------------------------------------------------------------------
India Telegraph Group THE DAILY 983380 The application has been examined,
Limited TELEGRAPH 16 objections raised on the basis it is non-
distinctive. We will therefore be filing
-------------------------------------------------------------------------------------------------------------------------------
68
-------------------------------------------------------------------------------------------------------------------------------
evidence showing that the xxxx is
distinctive and initial evidence has
been supplied by Telegraph Group
Limited for this purpose.
-------------------------------------------------------------------------------------------------------------------------------
India Telegraph Group THE SUNDAY 983379 The application has been examined,
Limited TELEGRAPH 16 objections raised on the basis it is non-
distinctive. We will therefore be filing
evidence showing that the xxxx is
distinctive and initial evidence has
been supplied by Telegraph Group
Limited for this purpose
-------------------------------------------------------------------------------------------------------------------------------
South Africa Telegraph Group THE DAILY 2001/00638 Application has been filed but is still
Limited TELEGRAPH 16 awaiting examination.
-------------------------------------------------------------------------------------------------------------------------------
South Africa Telegraph Group THE SUNDAY 2001/00639 Application has been filed but is still
Limited TELEGRAPH 16 awaiting examination.
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
United Telegraph Group TELEGRAPH 2329718 The application has been examined
Kingdom Limited SCREENPRINT 9, 35, 41, 42 and accepted. It was advertised on
17 October 2003 and no opposition
was filed. The trade xxxx registration
certificate should be issued shortly.
-------------------------------------------------------------------------------------------------------------------------------
United The Spectator THE 2329721 The application has been examined
Kingdom (1828) Limited SPECTATOR 9, 35, 38, 41 42 and accepted It was advertised for
SCREENPRINT opposition on 13th February, and as no
opposition has been notified should
shortly be registered..
-------------------------------------------------------------------------------------------------------------------------------
United Telegraph Group THE SUNDAY 16 The application has been examined
Kingdom Limited TELEGRAPH and accepted It was advertised for
opposition on 9th April.
-------------------------------------------------------------------------------------------------------------------------------
U.S.A. Telegraph Group TELEGRAPH 76/557578 The application was filed on
Limited MAGAZINE 16 6 November 2003 and is awaiting
examination.
-------------------------------------------------------------------------------------------------------------------------------
U.S.A. Telegraph Group THE SUNDAY 76/195749 The application has been examined,
Limited TELEGRAPH 16 accepted and published for opposition
in the official gazette. We will take
the xxxx xxxxxxx to advertisement by
proceeding on the basis of the home
country registration and deleting the
basis of intention-to-use.
NB: We will need to file an affidavit
of use between the 5th and 6th year in
respect of this xxxx in the U.S.A.
-------------------------------------------------------------------------------------------------------------------------------
U.S.A. Telegraph Group THE SUNDAY 76/551616 The application was filed on
Limited TELEGRAPH 16 16 October 2003. We will take the
MAGAZINE xxxx xxxxxxx on the basis of the use
of the xxxx in Interstate commerce in
the U.S.A., although it is currently
awaiting examination.
-------------------------------------------------------------------------------------------------------------------------------
69
TRADE XXXX DISPUTES, UNDERTAKINGS AND OTHER MATTERS
---------------------------------------------------
H XXXXXXXXX TELEGRAPH NEW MEDIA
There is an existing undertaken given to Hammerson plc (a property company who
owns an `H' device very similar to that used by Xxxxxxxxx) that the `H' device
must also always be used in combination with the words XXXXXXXXX TELEGRAPH NEW
MEDIA.
The Benelux rights of B.V. Xxx Xxxx de Telegraph
The company B.V. Xxx Xxxx de Telegraph of the Netherlands owns various
registrations for marks incorporating DE TELEGRAAF in a script very similar to
that used by Telegraph Group Limited in its masthead. The Benelux company owns
rights going back to 1893. We have been seeking to enter into a co-existence
agreement whereby each party consents to use and the registration of the other's
party's central trade marks but there has been no response from the Benelux
company. A policy has been taken of drawing the attention to the publication of
similar marks to ensure co-existence on a practical level.
The Ukraine
In the Ukraine, we have come across applications for TELEGRAF and ODESSKIJ
TELEGRAF. We have sent letters via Ukrainian associates, putting the Ukrainian
proprietors on notice of our rights and requesting agreement from the owners of
the marks that they will not use any xxxx more similar to THE DAILY TELEGRAPH or
THE SUNDAY TELEGRAPH than those currently extant. We are seeking to enter into a
co-existence arrangement
TELEGRAPH COLOUR LIBRARY
The xxxx TELEGRAPH COLOUR LIBRARY was sold together with the business to The
Photo Library Limited on 1 August 1987. The Photo Library Limited sold on the
business to Visual Communications Limited who then sold on the business to Getty
Images, Inc. The problem is that Getty Images, Inc. is the proprietor of
registrations of TELEGRAPH COLOUR LIBRARY using TELEGRAPH in Gothic script in
France and then extended via the Madrid Agreement to Germany, Austria, Benelux,
Bulgaria, Spain, Hungary, Italy, Portugal, Romania, Russia, Switzerland,
Czechoslovakia, Yugoslavia, Croatia, Slovenia and Bosnia-Herzogovina. We have
been trying to enter into agreement with Getty Images, Inc.; the original
request was an irrevocable, royalty-free exclusive licence to use TELEGRAPH
COLOUR LIBRARY for stock photo services including online distribution of digital
images. Telegraph offered a sole licence. The matter is still under
negotiations.
Australia
In Australia the applications for THE DAILY TELEGRAPH and THE SUNDAY TELEGRAPH
were abandoned. This was due to rights for similar marks owned by News
Limited/Nationwide News Pty. Ltd. There must be at least a borderline risk of
infringement for use of the xxxx THE DAILY TELEGRAPH and THE SUNDAY TELEGRAPH
and variations thereof in Australia. There has been no complaint to our
knowledge so far regarding the few overseas copies that are sent for sale on
newsstands in Australia.
70
Agreement with Wimbledon
This is an agreement made between Telegraph Group Limited and the All England
Lawn Tennis and Croquet Club (Wimbledon) Limited following the trade xxxx
dispute regarding the registration of WIMBLEDON by the Club. It allows for
consent to the use of the trade xxxx WIMBLEDON by Telegraph Group Limited in its
newspapers, online or in digital television versions of the same, in the course
of normal reporting of the Championships and in relation to any competitions,
promotions or similar, approved in advance by the Club, the consent to be
granted royalty-free for an initial period of fifteen years from 1 November 1999
and thereafter subject to negotiations between the parties. Telegraph Group
Limited is under an obligation to draw to the attention of the Club any misuse
of the trade xxxx WIMBLEDON and give all reasonable assistance upon request in
the prosecution of the misuse of the xxxx by third parties.
71
------- --------------------------------------------------------------------------------------------------------------
Report Generated: 27/05/04
--------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
--------------------------------------------------------------------------------------------------------------------------
T44176AU APOLLO The Spectator (1828) Limited 412301
Australia 24/07/1995 412301
16 16 Granted/Registered
--------------------------------------------------------------------------------------------------------------------------
T40299AU THE DAILY TELEGRAPH Telegraph Group Limited 862772
Australia
16 16 Abandoned/closed on K&S
records
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, graphs, pre-printed forms and score sheets, manuals, printed plastic cards.
--------------------------------------------------------------------------------------------------------------------------
T40300AU THE SUNDAY TELEGRAPH Telegraph Group Limited 862773
Australia
16 16 Abandoned/closed on K&S
records
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, graphs, pre-printed forms and score sheets, manuals, printed plastic cards.
--------------------------------------------------------------------------------------------------------------------------
T44177CA APOLLO The Spectator (1828) Limited 25/10/1989 000000
Xxxxxx 25/10/1989 202699
Granted/Registered
--------------------------------------------------------------------------------------------------------------------------
T40291CA THE DAILY TELEGRAPH Telegraph Group Limited 05/04/2001 1098945
Canada 09/01/2004 TMA599009
16 16 Granted/Registered
Printed matter and publications, namely, newspapers for general circulation, general feature magazines, TV
listing guides, pull-out supplements for speacial events; newspapers, magazine, periodicals in the field of
news, plitics, sports gardening, motoring, travel, entertainment and domestic pusuits, Computers and
computer software for database management, accounting, word processing, spreadsheets, household management
and share-tracking; data storage and data presentation materials, namely, blank magnetic data carriers,
blank tapes, chips, boards, disks for storage of computer data, pre-recorded magnetic tapes and compact
discs, recording discs and cassettes, containing games, music, films, educational tuition, television
programmes, spoken word and business methods; blank magnetic tapes and blank compact discs, blank
recordings discs ande cassettes; encoded cards, sound recording and sound reproducing apparatus and
instruments, namely, tape recorders, CD players, microphones, DAT players, amplifiers, video recording and
video reproducing apparatus and instruments, namely video cassett recorders, video cameras,, DVD machines;
encoded cards bearing machine readable information; printed matter and publications, namely, newspapers for
general circulation, general feature magazines, TV listings guides, pull-out supplements for speacial
events; newspapers, magazines, periodicals in the field of news, politics, sports, gardening, motoring,
travel, entertainment and domestic pursuits; stationery, namely paper, envelopes, pads, fasteners,
organisers; calendars, diaries, pens, books, folders, graphs, pre-printed forms and score sheets, manuals,
printed plastic cards, computer aided transmission of data messages and images, communications by computer
terminal, electronic mail, news agencies, services for the transmission, provision or display of
information from a database, communications services for the provision or display of information relating
to mmatter contained in or covered by a newspaper from a database
--------------------------------------------------------------------------------------------------------------------------
T40292CA THE SUNDAY TELEGRAPH Telegraph Group Limited 05/04/2001 1098946
Canada 29/03/2004 TMA606437
16 16 Granted/Registered
Printed matter and publications, namely, newspaper for general circulation, general feature magazines, TV
listing guides, pull-out supplements for speacial events; newspapers, magazines, periodicals in the field
of news, politics, sports, gardening, motoring, travel, entertainment and domestic pursuits, computers and
computer software for database management, accounting, word processing, spreadsheets, household management
and share tracking; data storage and data presentation materials, namely, blank magnetic data carriers,
blank, tapes, chips, boards, disks for storage of computer data, pre-recorded magnetic tapes and compact
discs, recording discs and cassettes, comtaining games, music films, educational tuition, television
programmes, spoken word and business methods; blank magnetic tapes and blank compact discs, blank recording
discs and cassettes; encoded cards, sound recording and sound reproducing apparatus and instruments,
namely, tape recorders, CD players, microphones, DAT players, amplifiers, video recording and video
reproducing apparatus and instruments, namely video cassette recorders, video cameras, DVD machines,
encoded cards bearing machine readable information; printed matter and publications,l namely newspapers for
general circulation, general feature magazines, TV listing guides, pull-out supplements for speacial
events; newspapers, magazines, periodicals in the field of news, politics, sports, gardening, motoring,
travel, entertainment and domestic pursuits; stationery, namely, paper, envelopes, pads, fasteners,
organisers, calendars, diaries, pens, books, folders, graphs, pre-printed forms and score sheets, manuals,
printed plastic cards, computer aided transmission of data messages and images, communications by computer
terminal, electronic mail, news agencies, services for the transmission, provision or display of
information from a database, communications services for the provision or display of information relating
to matter contained in or covered by a newspaper from a database
--------------------------------------------------------------------------------------------------------------------------
72
--------- --------------------------------------------------------------------------------------------------------------
Report Generated: 27/05/04
--------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
--------------------------------------------------------------------------------------------------------------------------
T43920EM APOLLO The Spectator (1828) Limited 19/12/2002 002990117
EU Community
09,16,35,41 09,16,35,41 Received search report
Electronic books, electronic publications, on-line publications, competitions available on-line, audio and
video tapes and disks, encoded cards, sound recording and sound reproducing apparatus and instruments,
computer software.
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
books, catalogues, photographs, lithographs, engravings, manuals, graphs, pre-printed forms and sheets,
pictures, newsletters, instructional and teaching material, periodical publications relating to the fine
arts.
Advertising and promotional services, rental of advertising space, publication of publicity texts, radio
and television advertising, sales promotion for others, organisation of exhibitions for commercial or
advertising purposes.
Publishing and electronic publishing services, organisation of competitions, presentation and production of
radio and television programmes and live performances, entertainment information, providing digital music
and films not downloadable from the Internet, arts events booking agencies, organisation of art
competitions.
--------------------------------------------------------------------------------------------------------------------------
T44393EM DAILY TELEGRAPH Telegraph Group Limited 18/07/2003 003282101
EU Community
09,16,41 09,16,41 Received search report
Electronic books, periodicals and newspapers, electronic publications, on-line publications, downloadable
electronic competitions, audio and video tapes and disks, encoded cards, sound recording and sound
reproducing apparatus and instruments, computer software, electronic publications provided on-line over a
communications network or the Internet
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
books, catalogues, manuals, graphs, pre-printed forms and score sheets, pictures, newsletters, timetables,
instructional and teaching material.
Providing on-line electronic publications (not downloadable); publication of newspapers, periodicals,
magazines, books, texts and printed matter; publication of electronic newspapers, periodicals, books or
journals on-line, organising of sporting activities and competitions; electronic publishing services;
information and advisory services relating to the aforesaid services; news, current affairs and lifestyle
information services.
--------------------------------------------------------------------------------------------------------------------------
T29844EM XXXXXXXXX TELEGRAPH NEW MEDIA Telegraph Group Limited 09/11/2000 001956713
EU Community 09/11/2000 001956713
09,16,35,36,39,41 09,16,35,36,39,41 Granted/Registered
Sound recording and sound reproducing apparatus amd instruments; video recording and reproducing and
apparatus and instruments; radio; television and communications apparatus and instruments; computer
hardwear; computer softwear and magnetic cards; tapes and discs; electronic books; electronic publications;
on-line publications; audio and video tapes and discs; data processing apparatus; encoded cards;
telecommunications apparatus
Printed matter; printed publications; newspapers; magazines; periodicals; stationery; calendars; diaries;
books; catalogues; manuals; graphs; pre-printed forms and scoresheets; pictures; newsletters; timetables;
instructional and teaching material
Advertising and promotional services; rental of advertising space; professional business consultancy;
commercial information agency services; economic forecasting; business enquiry and investigations;
marketing study services; opinion polling; publication of publicity texts; radio and television
advertising; sales promotion for others; arranging newspaper subscriptions for others; organisation of
exhibitions for commercial or advertising purposes
credit and debit card services; financial services; automated payment services; capital investments;
operating of lotteries; stocks and bonds brokerage; discount card services; insurance services; mortgage
services; financial consultancy; stock exchange quotations
Transport, packaging and delivery of goods; delivery of printed and audio matter; storage and warehousing
of goods; travel arrangement services; tourism services; parcel delivery
Publishing and electronic publishing services; arranging and conducting conferences; exhibitions and
seminars; organisation of competitions; presentation, sponsoring and production of radio and televeision
programmes and live performances; education and tuition services
--------------------------------------------------------------------------------------------------------------------------
73
------- --------------------------------------------------------------------------------------------------------------
Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------
T41766EM JUICE Telegraph Group Limited 27/07/2001 002328359
EU Community 27/07/2001 002328359
09,16,35 09,16,35 Granted/Registered
Electronic publications, online publications, audio and video tapes and disks, data processing apparatus,
encoded cards, sound and video recording and reproducing apparatus and instruments, computer software.
Newspapers, magazines and periodicals, printed matter, printed publications, calenders, stationery, diaries,
pens, books, folders, graphs, printed plastic cards.
The bringing together for the benefit of others of a variety of goods and services enabling readers of the
publication conviently to view and purchase these goods from a magazine or magazine online.
------------------------------------------------------------------------------------------------------------------------
T42668EM MOBILE TELEGRAPH Telegraph Group Limited 26/03/2002 002643138
EU Community 26/03/2002 002643138
09,16,38 09,16,38 Granted/Registered
Electronic publications, telecommunications apparatus, palm pilot; hand-held personal electronic diaries,
data transmitting and receiving apparatus, computers and computing apparatus, programs for computer software,
data storage and data presentation materials.
Printed matter, newspapers, printed publications, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, graphs, pre-printed forms and score sheets, pictures, timetables, instructional and
teaching materials.
Computer- aided transmission of data messages and images, communications by computer terminals,
communications by telecommunications apparatus and instruments, electronic mail, telephone services and new
agencies, services for the transmission of information from a database, services for the provision or display
of information relating to information, news and material contained in or covered by a newspaper from a
database.
------------------------------------------------------------------------------------------------------------------------
T40352EM NEWS BYTES Telegraph Group Limited 26/01/2001 002077303
EU Community 26/01/2001 002077303
09,16,41 09,16,41 Granted/Registered
Electronic publications, computers and computing apparatus, software, magnetic data carriers, encoded cards,
audio and video tapes and discs
Newspapers, periodicals, printed publications, stationery, calendars, diaries, pens, folders, identity cards,
printed plastic cards, newsletters
Electronic publishing services, publishing competition services, training in the field of information
technology
------------------------------------------------------------------------------------------------------------------------
T44394EM SUNDAY TELEGRAPH Telegraph Group Limited 18/07/2003 003282134
EU Community
09,16,41 09,16,41 Under Examination
Electronic books, periodicals and newspapers, electronic publications, on-line publications, downloadable
electronic competitions, audio and video tapes and disks, encoded cards, sound recording and sound
reproducing apparatus and instruments, computer software, electronic publications provided on-line over a
communications network or the Internet
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
books, catalogues, manuals, graphs, pre-printed forms and score sheets, pictures, newsletters, timetables,
instructional and teaching material.
Providing on-line electronic publications (not downloadable); publication of newspapers, periodicals,
magazines, books, texts and printed matter; publication of electronic newspapers, periodicals, books or
journals on-line, organising of sporting activities and competitions; electronic publishing services;
information and advisory services relating to the aforesaid services; news, current affairs and lifestyle
information services.
--------------------------------------------------------------------------------------------------------------------------
74
------- --------------------------------------------------------------------------------------------------------------
Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------
T44946EM TELEGRAPH Telegraph Group Limited 15/12/2003 003601069
EU Community
09,16,41 09,16,41 Under Examination
Weighing, measuring, checking and control apparatus and instruments; switches; fuses; thermostats; tape
measures; voltage/battery testers, meters, alarms; horns; reflectors; mirrors; aerials; calculators; petrol
pumps; radios; batteries, battery cables; electrical terminals; sound and/or video recording and/or
reproducing apparatus and instruments; video tapes; cash registers; calculating machines; parts and fittings
for all the aforesaid goods; parts and fittings for motor vehicles; all included in Class 9; but not
including video tapes relating to the transmission of signals; electronic books, newspapers and periodicals,
electronic publications, on-line publications, downloadable electronic competitions, audio tapes and disks,
video disks,, encoded cards, computer software
Printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries, books, catalogues,
manuals, graphs, pre-printed forms and score sheets, pictures, newsletters, timetables, printed matter; paper
articles; cardboard articles; photographs; adhesives; paint brushes; instructional and teaching materials;
all included in Class 16; but not including any such goods relating to the transmission of signals and not
including newspapers and printed publications
Publishing and electrical publishing services, organisation of competitions, presentation and production of
radio and television programmes and live performances, sporting and entertainment services and information,
operating lotteries, sports booking agencies, organisation of sports competitions
------------------------------------------------------------------------------------------------------------------------
T29047EM TELEGRAPH (Gothic script) Telegraph Group Limited 07/04/2000 001598267
EU Community 07/04/2000 001598267
39,41,35 39,41,35 Granted/Registered
Business services related to the provision of sponsorship of television programmes; retail services in the
field of photgraphy, horticulture, paints, cleaning, polishing, scouring and abrasive preparations,
cosmetics, candles, materials for dressing, fungicides and herbicides and preparations for destroying vermin,
ironmongery, small items of metal hardware, pipes, safes, machines and machine tools, cutlery, razors, hand
operated hand tools and implements, fuels including motor spirit, medical kit, medicinal teas and infusions,
veterinary preparations, cleaning apparatus, ironing and washing machines, saws, handpumps, garden equipment,
household alarms, glasses and sunglasses, audio and audio teaching visual apparatus, barometers, batteries,
goods for photographic, cinematographic, optical, measuring, signalling, life saving and teaching, retail
services in the fields of apparatus for recording, transmission or reproduction of sounds or images,
recording discs, calculating machines, apparatus and instruments for astronomy, contact lenses, smoke
detectors, telecommunications apparatus, mobile phones, orthopaedic articles, air cussions and air mattresses
for medical purposes, orthopaedic footwear, first aid goods, apparatus for lighting, heating, cooking,
refridgerating, drying, ventilating, saunas and spas, fans, lamps and lanterns, anti theft devices for
vehicles, automobiles, baby carriges, bicycles and bicycle parts and fittings, golf carts, seat covers for
safety apparatus for cars, trailers, parts and fittings for cars, retail services in the field of fireworks,
goods of precious metal, silverware, jewllery, clocks and watches, musical instruments, printed matter,
photographs, stationery, artists materials, paintbrushes, typewriters and office requisites, instructional
and teaching material, playing cards, boxes, books, school supplies, trunks and travelling bags, umbrellas,
parasols and walking sticks, harness and saddlery, whips, briefcases, handbags, leads, works of
stonemasonary, gravestones, greenhouses, wood veneers and panelling, stained glass windows, furniture, works
of art, beehives, coffin fittings, outdoor furniture, embroidery frames, fishing baskets, fireguards,
jewllery cases, nesting boxes, scratching posts for cats; retail services in the fields of household and
kitchen utensils and containers, sponges and xxxxx, brushes, articles for cleaning purposes, glassware,
porcelain and earthware, birthbaths, chamois leathers, gloves for household purposes, dustbins, watering cans
and devices, eiderdowns and duvets, hammocks, ropes, sails and tents, yarn, wool and threads for textile use,
bed and table covers, bath, linen, travelling rugs, upholstery fabrics, clothing, footwear, headgear, ribbons
and braid, pins and needles, buttons, haberdashery items, wigs, carpets, rugs, mats and wallhangings,
wallpaper, games and playthings, sporting articles, decorations for christmas trees, fishing tackle, food,
seeds, plants and flowers, foodstuffs for animals, beers, non-alcoholic drinks, wines and spirits, smokers
articles, healthcare, ponds, garden furniture, paint brushes, rollers, sprays, vcar washers, jet sprays,
external lights, security devices and apparatus
Booking of seats for travel, courier services, arranging of transport, delivery of goods and delivery of
goods by mail order, delivery of newspapers, freighting, storage of goods, information on storage and
transportation, packaging of goods, parcel delivery, tourist offices, electricity and gas distribution and
transport warehousing.
Arranging and conducting conferences, seminars, symposiums and workshops, booking of seats for shows,
publication of books, newspapers, journals and magazines, organisation of competitons, correspondence
courses, educational examination services, entertainment information, provision of golf facilities, operating
lotteries, organisation of shows and sports competitions, presentation of live and television performances,
production of radio and television programmes and sposoring of television productions, providing digital
music and films not downloadable from the internet.
------------------------------------------------------------------------------------------------------------------------
T29049EM TELEGRAPH COLOUR LIBRARY Telegraph Group Limited 06/05/1999 001163674
EU Community 06/05/1999 001163674
16,35,41 16,35,41 Granted/Registered
Class 16:Pictures, photographs, albums, transparencies, printed books, catalogues, brouchers, directories,
printed matter, newspapers, printed plastic cards, periodicals, calendars, diaries, books, folders, pens.
Class 35:Information and advisory services, all relating to advertising and marketing, business consultancy
services, advertising and marketing services, leasing services, business information and research. Class
41:Visual image library services, photographic leasing services, library services, publication of reference
works relating to the aforesaid services, publication of newspapers and printed matter, organisation of
exhibitions, videotape film production, rental of video and audio cassettes.
------------------------------------------------------------------------------------------------------------------------
75
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Report Generated: 27/05/04
--------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
--------------------------------------------------------------------------------------------------------------------------
T40719EM xxxxxxxxx.xx.xx Telegraph Group Limited 02/03/2001 002133668
EU Community
09,16,38 09,16,38 Under Examination
--------------------------------------------------------------------------------------------------------------------------
T29048EM THE DAILY TELEGRAPH Telegraph Group Limited 07/04/2000 001597509
EU Community 07/04/2000 001597509
35,39,41,42,36 35,39,41,42,36 Granted/Registered
Retail services in the fields of photography, horticulture, paints, cleaning, polishing, scouring and
abrasive preparations, cosmetics, candles, materials for dressings, fungicides and herbicides and
preparations for destroying vermin, ironmongery, small items of metal hardware, pipes, safes, machines and
machine tools, cutlery, razors, hand-operated handtools and implements, fuels including motor spirit, medical
kits, medicinal teas and infusions, veterinary preparations, cleaning apparatus, ironing and washing
machines, saws, handpumps, garden equipment, household alarms, glasses and sunglasses, audio and audio visual
teaching apparatus, barometers, batteries, goods for photographic, cinematographic, optical, measuring,
signalling, life-saving and teaching; retail services in the fields of apparatus for recording, transmission
or reproduction of sound or images, recording discs, calculating machines apparatus and instruments for
astronomy, contact lenses, smoke detectors, telecommunications apparatus, mobile phones, orthopaedic
articles, air cushion and air mattresses for medical purposes, orthopaedic footwear, first aid goods,
apparatus for lighting, heating, cooking, refrigerating, drying, ventilating, saunas and spas, fans, lamps,
and lanterns, anti-theft devices for vehicles, automobiles, baby carriages, bicycles and bicycle parts and
fittings, golf carts, seat covers and safety apparatus for cars, trailers, parts and fittings for cars;
retail services in the fields of fireworks, goods of precious metals, silverware, jewellery, clocks and
watches, musical instruments, printed matter, photographs, stationery, artists' material, paintbrushes,
typewriters and office requisites, instructional and teaching material, playing cards, boxes, books, school
supplies, trunks and travelling bags, umbrellas, parasols and walking sticks, harness and saddlery, whips,
briefcases, handbags, leads, works of stonemasonry, gravestones, greenhouses, wood veneers and panelling,
stained glass windows, furniture, works of art, beehives, coffin fittings, outdoor furniture, embroidery
frames, fishing baskets, fireguards, jewellerey cases, nesting boxes, scratching posts for cats; retail
services in the fields of household and kitchen utensils and containers, xxxxx and sponges, brushes, articles
for cleaning purposes, glassware, porcelain and earthenware, birdbaths, chamois leather, gloves for household
purposes, dustbins, watering cans and devices, eiderdowns and duvets, hammocks, ropes, sails and tents, yarn,
wool and thread for textile use, bed and table covers, bath linen, travelling rugs, upholstery fabrics,
clothing, footwear, headgear, ribbons and braid, pins and needles, buttons, haberdashery items, wigs,
carpets, rugs, mats and wallhangings, wallpaper, games and playthings, sporting articles, decorations for
Christmas trees, fishing tackle, food, seeds, plants and flowers, foodstuffs for animals, beers,
non-alcoholic drinks, wines and spirits, smokers' articles, ponds, garden furniture, paint brushes, rollers,
sprays, car washers, jet sprays, external lights, security device and apparatus; recruitment.
Health insurance, insurance consultancy, financial information, financial services, annuities, pensions and
mortgages.
Booking of seats for travel, courier services, arranging of transport, delivery of goods and delivery of
goods by mail order, delivery of newspapers, freighting, storage of goods, information on storage and
transportation, packaging of goods, parcel delivery, tourist offices, electricity and gas distribution and
transport, warehousing.
Arranging and conducting conferences, seminars, symposiums and workshops, booking of seats for shows,
publication of books, newspapers, journals and magazines, organisation of competitions, correspondence
courses, educational examination services, entertainment information, provision of golf facilities, operating
lotteries, organisation of shows and sport competitions, presentation of live and television performances,
production of radio and television programmes and sponsoring of television productions, providing digital
music and films not downloadable from the Internet.
Healthcare
--------------------------------------------------------------------------------------------------------------------------
T29269EM THE DAILY TELEGRAPH Telegraph Group Limited 30/09/1998 000971101
EU Community 30/09/1998 000971101
09,16,38 09,16,38 Granted/Registered
Class 9. Computers and computing apparatus, programs for computers, dataprocessing apparatus, software, data
stoage and data presentation materials, magnetic tapes and compact discs, recording discs and cassettes,
encoded cards, sound recording and sound reproducing apparatus and instruments, video recording and video
reproducing apparatus and instruments, encoded cards bearing machine readable information. Class 16. Printed
matter, printedpublications, paper and goods made from paper, mewspapers, magazines, periodicals stationery,
calendars, diaries, pens, books, folders, graphs, pre-printed forms and score sheets, manuals, printed
plastic cards. Class 38. Computer aided transmission of data messages and images, communications by computer
terminal, electronic mail, news agencies, services for the transmission, provision or display of information
from a database, communications services for the provision or display of information relating to matter
contained in or covered by a newspaper from a database.
--------------------------------------------------------------------------------------------------------------------------
76
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Report Generated: 27/05/04
--------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
--------------------------------------------------------------------------------------------------------------------------
T29044EM THE SUNDAY TELEGRAPH Telegraph Group Limited 30/09/1998 000944298
EU Community 30/09/1998 000944298
09,16,38 09,16,38 Granted/Registered
Class 9. Computers and computing apapratus, programs for computers, data processing apapratus, software, data
storage and data presentation materials, magnetic tapes and compact discs, recording discs and cassettes,
encoded cards, sound recording and sound reproducing apparataus and instruments, video recording and video
reproducing apparatus and instruments, encoded cards bearing machines readable information.
Class 16. Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars,
diaries, pens, books, folders, graphs, pre-printed forms and score sheets, manuals, printed plastic cards.
Class 38. Computer aided transmission of data messages and images, communications by computer terminal,
electronic mail, news agencies, services for the transmission, provision of display of information from the
database,communications services for the provision of display of information relating to matter contained in
or covered be a newspaper from a database.
--------------------------------------------------------------------------------------------------------------------------
T29045EM THE SUNDAY TELEGRAPH Telegraph Group Limited 07/04/2000 001597491
EU Community 07/04/2000 001597491
35,39,41,42,36 35,39,41,42,36 Granted/Registered
Retail services in the field of photography, horticulture, paints, cleaning, polishing, scouring and abrasive
preparations, cosmetics, candles, materials for dressing, fungicides, and herbicides and preparations for
destroying vermin, ironmongery, small items of metal hardware, pipes, safes, machines and machine tools,
cutlery, razors, hand operated hand tools and implements, fuels including motor spirit, medical kits,
medicinal teas and infusions, veterinary preparations, cleaning apparatus, ironing and washing machines,
saws, handpumps, garden equipment, household alarms, glasses and sunglasses, audio and audio visual teaching
apparatus, barometers, batteries, goods for photographic, cinematographic, optical, measuring, signalling,
life-saving and teaching; retail services in the field of apparatus for recording, transmission or
reproduction of sound or images, recording discs, calculating machines, apparatus and instruments for
astronomy, contact lenses, smoke detectors, telecommunications apparatus, mobile phones, orthopaedic
articles, air cushions and air mattresses for medical purposes, orthopaedic footwear, first aid goods,
apparatus for lighting, heating, cooking, refrigerating, drying, ventilating, saunas and spas, fans, lamps,
and lanterns, anti-theft devices for vehicles, automobiles, baby carriages, bicycles and bicycle parts and
fittings, golf carts, seat covers and safety apparatus for cars, trailers, parts and fittings for cars;
retail services in the field of fireworks, goods of precious metal, silver xxxx, jewllery, clocks and
watches, musical instruments, printed matter, photographs, stationery, artists materials, paintbrushes,
typewriters and office requisites, instructional and teaching materials, playing cards, boxes, books, school
supplies, trunks and travelling bag, umbrellas, parasols and walking sticks, harness and saddlery, whips,
breifcases, handbags, leads, works of stone masonary, gravestones, greenhouses, wood veneers and panelling,
stained glass windows, furniture, works of art, beehives, coffin fittings, outdoor furniture, embroidery
frames, fishing baskets, fireguards, jewellery cases, nesting boxes, scratching posts for cats, retail
services in the field of household and kitchen utensils and containers, xxxxx and sponges, brushes, articles
for cleaning purposes, glassware, porcelain and earthenware, birdbaths, chamois leaterhs, gloves for
household purposes, dutsbins, watering cans and devices, eiderdowns and duvets, hammocks, ropes, sails and
tents, yarn, wool and threads for textile use, bed and table covers, bath linen, travelling rugs, upholstery
fabrics, clothing, footwear, headgear, ribbons and braid, pins and needles, buttons, haberdashery items,
wigs, carpets, rugs, mats and wallhangings, wallpaper, games and playthings, sporting articles, decorations
for christmas trees, fishing tackle, food, seeds, plants and flowers, foodstuffs for animals, beers,
non-alcoholic drinks,wines and spirits, smokers articles, ponds, garden furniture, paint brushes, rollers,
sprays, car washers, jet sprays, external lights, security device and apparatus; recruitment
Health insurance, insurance consultancy, financial information, financial services, annuities, pensions and
mortgages
Booking of seats for travel, courier services, arranging of transport, delivery of goods and delivery of
goods by mail order, delivery of newspapers, freighting, storage of goods, information on storage and
transportation, packaging of goods, parcel delivery, tourist offices, electricity and gas distribution and
transport warehousing.
Arranging and conducting conferences, seminars, symposiums and workshops, booking of seats for shows,
publication of books, newspapers, journals and magazines, organisation of competitons, correspondence
courses, educational examination services, entertainment information, provision of golf facilities, operating
lotteries, organisation of shows and sports competitions, presentation of live and television performances,
production of radio and television programmes and sposoring of television productions, providing digital
music and films not downloadable from the internet
Healthcare
--------------------------------------------------------------------------------------------------------------------------
77
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Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------------
T29046EM THE TELEGRAPH Telegraph Group Limited 07/04/2000 001597418
EU Community 07/04/2000 001597418
35,39,41,42,36 35,39,41,42,36 Granted/Registered
Retail services in the field of photography, horticulture, paints, cleaning, polishing, scouring and abrasive
preparations, cosmetics, candles, materials for dressing, fungicides, and herbicides and preparations for
destroying vermin, ironmongery, small items of metal hardware, pipes, safes, machines and machine tools,
cutlery, razors, hand operated hand tools and implements, fuels including motor spirit, medical kits,
medicinal teas and infusions, veterinary preparations, cleaning apparatus, ironing and washing machines,
saws, handpumps, garden equipment, household alarms, glasses and sunglasses, audio and audio visual teaching
apparatus, barometers, batteries, goods for photographic, cinematographic, optical, measuring, signalling,
life-saving and teaching; retail services in the field of apparatus for recording, transmission or
reproduction of sound or images, recording discs, calculating machines, apparatus and instruments for
astronomy, contact lenses, smoke detectors, telecommunications apparatus, mobile phones, orthopaedic
articles, air cushions and air mattresses for medical purposes, orthopaedic footwear, first aid goods,
apparatus for lighting, heating, cooking, refrigerating, drying, ventilating, saunas and spas, fans, lamps,
and lanterns, anti-theft devices for vehicles, automobiles, baby carriages, bicycles and bicycle parts and
fittings, golf carts, seat covers and safety apparatus for cars, trailers, parts and fittings for cars;
retail services in the field of fireworks, goods of precious metal, silver xxxx, jewllery, clocks and
watches, musical instruments, printed matter, photographs, stationery, artists materials, paintbrushes,
typewriters and office requisites, instructional and teaching materials, playing cards, boxes, books, school
supplies, trunks and travelling bag, umbrellas, parasols and walking sticks, harness and saddlery, whips,
breifcases, handbags, leads, works of stone masonary, gravestones, greenhouses, wood veneers and panelling,
stained glass windows, furniture, works of art, beehives, coffin fittings, outdoor furniture, embroidery
frames, fishing baskets, fireguards, jewellery cases, nesting boxes, scratching posts for cats, retail
services in the field of household and kitchen utensils and containers, xxxxx and sponges, brushes, articles
for cleaning purposes, glassware, porcelain and earthenware, birdbaths, chamois leaterhs, gloves for
household purposes, dutsbins, watering cans and devices, eiderdowns and duvets, hammocks, ropes, sails and
tents, yarn, wool and threads for textile use, bed and table covers, bath linen, travelling rugs, upholstery
fabrics, clothing, footwear, headgear, ribbons and braid, pins and needles, buttons, haberdashery items,
wigs, carpets, rugs, mats and wallhangings, wallpaper, games and playthings, sporting articles, decorations
for christmas trees, fishing tackle, food, seeds, plants and flowers, foodstuffs for animals, beers,
non-alcoholic drinks,wines and spirits, smokers articles, ponds, garden furniture, paint brushes, rollers,
sprays, car washers, jet sprays, external lights, security device and apparatus; recruitment
Health insurance, insurance consultancy, financial information, financial services, annuities, pensions and
mortgages
Booking of seats for travel, courier services, arranging of transport, delivery of goods and delivery of
goods by mail order, delivery of newspapers, freighting, storage of goods, information on storage and
transportation, packaging of goods, parcel delivery, tourist offices, electricity and gas distribution and
transport warehousing.
Arranging and conducting conferences, seminars, symposiums and workshops, booking of seats for shows,
publication of books, newspapers, journals and magazines, organisation of competitons, correspondence
courses, educational examination services, entertainment information, provision of golf facilities, operating
lotteries, organisation of shows and sports competitions, presentation of live and television performances,
production of radio and television programmes and sposoring of television productions, providing digital
music and films not downloadable from the internet
Healthcare
------------------------------------------------------------------------------------------------------------------------------
T41145EM THE TELEGRAPH Telegraph Group Limited 30/09/1998 000944223
EU Community 11/04/2000 000944223
09,16,38 09,16,38 Granted (taken over after grant)
------------------------------------------------------------------------------------------------------------------------------
T44392EM THE TELEGRAPH Telegraph Group Limited 18/07/2003 003282068
EU Community
09,16,41 09,16,41 Under Examination
Electronic books, periodicals and newspapers, electronic publications, on-line publications, downloadable
electronic competitions, audio and video tapes and disks, encoded cards, sound recording and sound
reproducing apparatus and instruments, computer software, electronic publications provided on-line over a
communications network or the Internet
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
books, catalogues, manuals, graphs, pre-printed forms and score sheets, pictures, newsletters, timetables,
instructional and teaching material.
Providing on-line electronic publications (not downloadable); publication of newspapers, periodicals,
magazines, books, texts and printed matter; publication of electronic newspapers, periodicals, books or
journals on-line, organising of sporting activities and competitions; electronic publishing services;
information and advisory services relating to the aforesaid services; news, current affairs and lifestyle
information services.
------------------------------------------------------------------------------------------------------------------------------
78
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Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------------
T29050EM UKMAX Telegraph Group Limited 30/09/1998 000943969
EU Community 30/09/1998 000943969
35,36,38,39,41 35,36,38,39,41 Granted/Registered
Information and business services, business information and research, consumer research, sales promotions for
others.
Insurance and financial services, credit card and debitcard services, discount services; stocks and bands
brokerage, financial consultancy, health insurance services.
Communication services, computer aided transmission of data messages and images, communications by computer
terminal, electronic mail, telephone services and news agencies services for the transmission, provision or
display of information from a database.
Transportation and storage services, packaging and delivery of goods, travel reservations.
Organisation of competition, operation of lotteries, but not including cinema, movie and theatre services.
------------------------------------------------------------------------------------------------------------------------------
T44179FR APOLLO The Spectator (1828) Limited 0000000
Xxxxxx 02/09/1998 1504908
16 16 Granted/Registered
------------------------------------------------------------------------------------------------------------------------------
T44180DE APOLLO The Spectator (1828) Limited 000000
Xxxxxxx 21/08/1999 866233
16 16 Granted/Registered
------------------------------------------------------------------------------------------------------------------------------
T40312HK THE DAILY TELEGRAPH Telegraph Group Limited 22/01/2001 2001 01275
Hong Kong 22/01/2001 04669/2004
16 16 Granted/Registered
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, graphs, pre-printed forms and score sheets, manuals, printed plastic cards; but not
included goods relating to telegraph; all included in class 16
------------------------------------------------------------------------------------------------------------------------------
T40313HK THE SUNDAY TELEGRAPH Telegraph Group Limited 22/01/2001 2001 01276
Hong Kong 22/01/2001 06317/2003
16 16 Granted/Registered
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, graphs, preprinted forms and score sheets, manuals, printed plastic cards; but not
including goods relating to telegraph; all included in class 16
------------------------------------------------------------------------------------------------------------------------------
T40295IN THE DAILY TELEGRAPH Telegraph Group Limited 12/01/2001 000000
Xxxxx
16 16 Under Examination
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, graphs, pre-printed forms and score sheets, manuals, printed plastic cards.
------------------------------------------------------------------------------------------------------------------------------
T40296IN THE SUNDAY TELEGRAPH Telegraph Group Limited 12/01/2001 000000
Xxxxx
16 16 Under Examination
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, graphs, pre-printed forms and score sheets, manuals, printed plastic cards.
------------------------------------------------------------------------------------------------------------------------------
T44182IE APOLLO The Spectator (1828) Limited 116261
Ireland 23/07/1995 116261
16 16 Granted/Registered
------------------------------------------------------------------------------------------------------------------------------
79
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Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------------
T40297NZ THE DAILY TELEGRAPH Telegraph Group Limited 630635
New Zealand 12/01/2001 630635
16 16 Granted/Registered
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, graphs, pre-printed forms and score sheets, manuals, printed plastic cards.
------------------------------------------------------------------------------------------------------------------------------
T40298NZ THE SUNDAY TELEGRAPH Telegraph Group Limited 630634
New Zealand 12/01/2001 630634
16 16 Granted/Registered
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, graphs, pre-printed forms and score sheets, manuals, printed plastic cards.
------------------------------------------------------------------------------------------------------------------------------
T40314SG THE DAILY TELEGRAPH Telegraph Group Limited 23/01/2001 T01/01086A
Singapore 23/01/2001 T01/01086A
16 16 Granted/Registered
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, graphs, pre-printed forms ad score sheets, manuals, printed plastic cards.
------------------------------------------------------------------------------------------------------------------------------
T40315SG THE SUNDAY TELEGRAPH Telegraph Group Limited 23/01/2001 T01/01085C
Singapore 23/01/2001 T01/01085C
16 16 Granted/Registered
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, graphs, pre-printed forms and score sheets, manuals, printed plastic cards.
------------------------------------------------------------------------------------------------------------------------------
T40301ZA THE DAILY TELEGRAPH Telegraph Group Limited 12/01/2002 2001/00638
South Africa
16 16 Application Filed
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, graphs, pre-printed forms and score sheets, manuals, printed plastic cards.
------------------------------------------------------------------------------------------------------------------------------
T40302ZA THE SUNDAY TELEGRAPH Telegraph Group Limited 12/01/2002 2001/00639
South Africa
16 16 Application Filed
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, graphs, pre-printed forms and score sheets, manuals, printed plastic cards.
------------------------------------------------------------------------------------------------------------------------------
T44183CH APOLLO The Spectator (1828) Limited P-266731
Switzerland 25/07/1993 P-266731
16 16 Granted/Registered
------------------------------------------------------------------------------------------------------------------------------
T43967GB APOLLO The Spectator (1828) Limited 30/10/1981 1163869
United Kingdom 30/10/1981 1163869
16 16 Granted (taken over after grant)
Periodical publications relating to the fine arts
------------------------------------------------------------------------------------------------------------------------------
T29225GB CITYDAY Telegraph Group Limited 25/03/1994 1566869
United Kingdom
16 16 Abandoned/closed on K&S
records
Printed publications; printed matter; newspapers, products included in Class magazines, paper; paper 16.
------------------------------------------------------------------------------------------------------------------------------
80
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Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------------
T29222GB CLASSICA Telegraph Group Limited 01/03/1994 1563930
United Kingdom
25 25 Abandoned/closed on K&S
records
Articles of clothing for girls and women.
------------------------------------------------------------------------------------------------------------------------------
T29238GB xxxxxxxxx@xxxxxxxxx.xx.xx Telegraph Group Limited 16/02/1996 2057126
connected
United Kingdom
16,35,36 16,35,36 Abandoned/closed on K&S
records
Newspapers, periodicals; printed publications, printed matter, stationery, diaries, books, catalogues,
manuals, pamphlets.
Advertising, rental of advertising space, business appraisals, business information and research,
organisation of exhibitions for commercial and advertising purposes, sales promotion for others, consumer
research.
Computer aided transmission of data messages and images, communication by computer terminal, electronic mail,
news agencies, services for the transmission provision or display or information from a database.
------------------------------------------------------------------------------------------------------------------------------
T29244GB ELECTRONIC TELEGRAPH FUND Telegraph Group Limited 14/05/1996 2100140
United Kingdom MANAGER ON-LINE 14/05/1996 2100140
09,16,38,41 09,16,38,41 Granted/Registered
Computers and computing apparatus, programs for computers, calculators and data processing apparatus,
software, data storage and data presentation materials, magnetic tapes and compact discs, parts and fittings
for all the aforesaid goods, all for use with computers.
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, bags, graphs, pre-printed forms and score sheets.
Computer-aided transmission of data messages and images, communications by computer terminals, broadcasting,
electronic mail, telephone services and newsagencies, services for the transmission of information from a
database, services for the provision or display of information relating to information, news and material
contained in or covered by a newspaper from a database.
Organisation of competitions, publication of newspapers and printed matter.
------------------------------------------------------------------------------------------------------------------------------
T29227GB ELECTRONIC YOUNG TELEGRAPH Telegraph Group Limited 06/10/1994 1587505
United Kingdom 06/10/1994 1587505
42,38 42,38 Granted/Registered
Computer aided transmission of data messages and images, communications by computer terminal, broadcasting,
electronic mail, telephone services and news agencies, services for the transmission, provision or display of
information from a database, all relating to information, news and material generally contained in or covered
be a newspaper; all included in Class 38.
Leasing access time to computer database and rental of computer software.
------------------------------------------------------------------------------------------------------------------------------
T29226GB ELECTRONIC YOUNG TELEGRAPH Telegraph Group Limited 06/10/1994 1587504
United Kingdom 06/10/1994 1587504
38 38 Abandoned/closed on K&S
records
Computer aided transmission of data messages and images, communications by computer terminal, broadcasting,
electronic mail, telephone services and news agencies, services for the transmission, provision or display of
information from a database, all relating to information, news and material generally contained in or covered
by a newspaper; all included in Class 38.
------------------------------------------------------------------------------------------------------------------------------
T29243GB FOR ALL MOTORING,TAKE PART, Telegraph Group Limited 18/03/1996 2061465
United Kingdom TAKE THE TELEGRAPH/FOR ALL 18/03/1996 2061465
MOTORING, Granted/Registered
16 16
Newspapers, periodicals; printed publications, printed matter, paper and goods made from paper; all included
in Class 16.
------------------------------------------------------------------------------------------------------------------------------
81
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Report Generated: 27/05/04
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Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------------
T29241GB FOR ARTS,TAKE PART,TAKE THE Telegraph Group Limited 19/02/1996 2057491
United Kingdom TELEGRAPH/FOR ARTS, TAKE PART,TAKE 19/02/1996 2057491
16 16 Granted/Registered
Newspapers, periodicals; printed publications, printed matter, paper and goods made from paper; all included
in Class 16.
------------------------------------------------------------------------------------------------------------------------------
T29242GB FOR MOTORING,TAKE PART,TAKE THE Telegraph Group Limited 18/03/1996 2061464
United Kingdom TELEGRAPH/FOR MOTORING, TAKE 18/03/1996 2061464
16 16 Granted/Registered
Newspapers, periodicals; printed publications, printed matter, paper and goods made from paper; all included
in Class 16.
------------------------------------------------------------------------------------------------------------------------------
T29240GB FOR SPORTS,TAKE PART,TAKE THE Telegraph Group Limited 19/02/1996 2057486
United Kingdom TELEGRAPH/FOR SPORTS, TAKE 19/02/1996 2057486
16 16 Granted/Registered
Newspapers, periodicals; printed publications, printed matter, paper and goods made from paper; all included
in Class 16.
------------------------------------------------------------------------------------------------------------------------------
T29257GB GRIDDLER Telegraph Group Limited 21/07/1998 2172663B
United Kingdom 21/07/1998 2172663B
09 09 Abandoned/closed on K&S
records
Programs for computers, software, magnetic data carriers, audio and video tapes and discs.
------------------------------------------------------------------------------------------------------------------------------
T29256GB GRIDDLER Telegraph Group Limited 21/07/1998 2172663A
United Kingdom 21/07/1998 2172663A
16,41,09 16,41,09 Granted/Registered
Progeams for computers, software, magnetic data carriers, audio and video tapes and discs
Printed publications, books, periodicals, newspapers, photographs, booklets, calendars, catalogues, charts,
diagrams, stationery, manuals, pamphlets, pens.
Organisation of competitions, publication of newspapers and printed matter, production of radio and
television programmes.
------------------------------------------------------------------------------------------------------------------------------
T29784GB XXXXXXXXX TELEGRAPH NEW MEDIA Telegraph Group Limited 09/11/2000 2252158
United Kingdom AND "H" DEVICE
09,16,35,36,39,41 09,16,35,36,39,41 Abandoned/closed on K&S
records
Class 9: Sound recording and sound producing aparatus and instruments; video recording and producing aparatus
and instruments; radio; television and communications aparatus ands instruments; computer hardware; computer
software; magnetic cards; tapes and discs; electronic books; electronic publications; on-line publications;
audio and video tapes and discs; data processing aparatus; encoded cards; telecommunications aparatus Class
16: Printed matter; printed publications; newspapers; magazines; periodicals; stationery; calendars; diaries;
books; catalogues; manuals; graphs; pre-printed forms and scoresheets; pictures; newsletters; timetables;
instructional and teaching materials Class 35: Advertising and promotional services; rental of advertising
space; proffessional business consultancy; commercial information agency services; economic forecasting;
business enquiry and investigators; marketing study services; opinion polling; publication of publicity text;
radio and television advertising; sales promotion for others; arranging newspaper subscription for others;
organisation of exhibitions for commercial or advertising purposes Class 36: Credit and debit card services;
financial services; automated payment services; capital investments; operating of lotteries; stocks and bonds
brokerage; discount card services; insurance services; mortgae services; financial consultancy; stock
exchange quotations Class 39: Transport, packaging and delivery of goods; delivery of printed and audio
matter; storage and warehousing of goods; travel arrangement services; tourism services; parcel delivery
Class 41: publishing and electromic publishing services; arranging and conducting conferences, exhibitions
and seminars; organisation of competitions; presentation, sponsoring and production of ardio andtelevision
programes and live performances; education and tuition services
------------------------------------------------------------------------------------------------------------------------------
T29260GB Home Delivery direct Telegraph Group Limited 10/12/1998 2184102
United Kingdom
16 16 Abandoned/closed on K&S
records
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
books.
------------------------------------------------------------------------------------------------------------------------------
82
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Report Generated: 27/05/04
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Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------------
T40351GB NEWS BYTES Telegraph Group Limited 26/01/2001 2259229
United Kingdom
09,16 09,16 Abandoned/closed on K&S
records
Electronic publications, computers and computer apparatus, software, magnetic data carriers, encoded cards,
audio and video tapes and discs
Newspapers, periodicals, printed publications, stationery, calendars, diaries, pens, folders, identity cards,
printed plastic cards, newsletters
------------------------------------------------------------------------------------------------------------------------------
T29224GB NEWSDAY Telegraph Group Limited 25/03/1994 1566867
United Kingdom
16 16 Abandoned/closed on K&S
records
Printed publications; printed matter; newspapers, products included in Class magazines, paper; paper 16.
------------------------------------------------------------------------------------------------------------------------------
T29232GB ONE Telegraph Group Limited 07/06/1995 2023178
United Kingdom
36 36 Abandoned/closed on K&S
records
Monetary affairs; financial affairs.
------------------------------------------------------------------------------------------------------------------------------
T29230GB QUESTOR REPORT Telegraph Group Limited 27/03/1995 2016210
United Kingdom 27/03/1995 2016210
16,36 16,36 Granted/Registered
Printed publications, books, periodicals, newspapers, calendars, catalogues, charts, diagrams, stationery,
photographs, booklets, manuals, pamphlets, paper.
Financial analysis; financial evaluation; financial research and financial advice, all relating to companies
information, financial and to the stock exchange; preparation of company financial information reports.
------------------------------------------------------------------------------------------------------------------------------
T43161GB RCI THE RECRUITMENT CONFIDENCE Telegraph Group Limited 12/06/2002 2302627
United Kingdom INDEX 12/06/2002 2302627
09,16,35 09,16,35 Granted/Registered
Electronic publications; software; audio and video tapes and disks; magnetic cards; online publications and
electronic books; telecommunications apparatus; encoded cards.
Printed matter; printed publications; newspapers; magazines; periodicals; stationery; calendars; diaries;
pens; books; folders; graphs; reports; manuals; instructional and teaching materials; pre-printed forms;
vouchers; catalogues; brochures; all relating to managerial recruitment.
Personnel management recruitment and consultancy services; advertising services; professional buisness
consultancy; buisness management and organisation consultancy; buisness management assistance; commercial
information agency services; compilation and systemization of information into computer databases; management
consultancy; personnel management consultancy; marketing research; operation and supervision of promotional
incentive schemes; consumer buisness research.
------------------------------------------------------------------------------------------------------------------------------
T29237GB rr retail rewards (series of 2) Telegraph Group Limited 30/01/1996 2054524
United Kingdom
09,16,35,36 09,16,35,36 Abandoned/closed on K&S
records
Encoded cards and cards bearing machine readable information; automatic money processing apparatus; computer
software.
Paper and paper articles; identity cards; printed matter and publications; printed plastic cards; stationery.
Advertising; organisation, operation and supervision of sales and promotional incentive schemes.
Credit card and debit card services; financial services; discount card services; automated payment services;
provision of information and advice in connection with all the aforesaid services.
------------------------------------------------------------------------------------------------------------------------------
83
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Report Generated: 27/05/04
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Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------------
T29223GB SPORTSDAY Telegraph Group Limited 25/03/1994 1566864
United Kingdom
16 16 Abandoned/closed on K&S
records
Printed publications; printed matter; newspapers, magazines, paper; paper products included in Class 16.
------------------------------------------------------------------------------------------------------------------------------
T29212GB SUNDAY TELEGRAPH Telegraph Group Limited 23/10/1981 1163541
United Kingdom 23/10/1981 1163541
16 16 Granted/Registered
"Newspapers and printed publications".
------------------------------------------------------------------------------------------------------------------------------
T29220GB SUPPORT YOUR LOCAL FAMILY Telegraph Group Limited 20/06/1992 1504080
United Kingdom NEWSAGENT & device 20/06/1992 1504080
35 35 Granted/Registered
Advertising and business services, all relating to Class 35. newsagents; all included in
------------------------------------------------------------------------------------------------------------------------------
T29263GB T:drive & device Telegraph Group Limited 28/10/1999 2212641
United Kingdom 28/10/1999 2212641
09,38,41 09,38,41 Granted/Registered
Providing online electronic publications downloadable from the Internet, CD-Roms, electronic publications,
computer software.
Computer aided transmission of data messages and images, communications by computer terminal, broadcasting,
electronic mail, telephone services and news agencies, services for the transmission, provision or display of
information from a database, all relating to information, news and material generally contained or covered by
a newspaper; all included in Class 38.
Information relating to entertainment, competitions and education provided online from a computer database or
the Internet, electronic games provided via the Internet, providing online publications and magazines online,
production of cable television and digital programmes, organisation of competitions.
------------------------------------------------------------------------------------------------------------------------------
T29262GB T2 Telegraph Group Limited 03/08/1999 2204861
United Kingdom 03/08/1999 2204861
16,41 16,41 Granted/Registered
Printed matter, printed publications, newspapers, magazines, stationery, diaries, books, calendars,
catalogues, manuals, folders, pens.
Information relating to entertainment and education provided online from a computer database or the Internet,
electronic games services provided by means of the Internet, providing online electronic publications,
publication of electronic books, newspapers, magazines and journals online.
------------------------------------------------------------------------------------------------------------------------------
T29239GB TAKE PART,TAKE THE TELEGRAPH/ Telegraph Group Limited 16/02/1996 2057135
United Kingdom TAKE PART,TAKE The Telegraph 16/02/1996 2057135
(Series of 2) 16 Granted/Registered
16
Newspapers, periodicals; printed publications, printed matter, paper and goods made from paper; all included
in Class 16.
------------------------------------------------------------------------------------------------------------------------------
T44240GB TELEGRAPH Telegraph Group Limited 08/04/1976 1061388
United Kingdom 08/04/1976 1061388
01 01 Granted/Registered
Anti-freezing preparations, de-icing preparations; chemical additives for petrol, diesel oil and for
paraffin.
------------------------------------------------------------------------------------------------------------------------------
T44241GB TELEGRAPH Telegraph Group Limited 22/10/1990 1444830
United Kingdom 22/10/1990 1444830
03 03 Granted/Registered
Cleaning; polishing, scouring and abrasive preparations and substances; soaps; perfumes; cosmetics;
non-medicated toilet preparations; toothpaste and dentifrices; all included in class 3; but not including
cleaning; polishing, scouring and abrasive preparations and substances for use with telegraph apparatus or
systems.
------------------------------------------------------------------------------------------------------------------------------
84
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Report Generated: 27/05/04
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Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------------
T44242GB TELEGRAPH Telegraph Group Limited 08/04/1976 1061389
United Kingdom 08/04/1976 1061389
04 04 Granted/Registered
Petrol, diesel oil, paraffin, and preparations (in the nature of oils) for use as additives to any of the
aforesaid goods; lubricants; oils and greases, (other than edible oils or fats, or essential oils); hydraulic
fluids and brake fluids, all in the nature of oils.
------------------------------------------------------------------------------------------------------------------------------
T44243GB TELEGRAPH Telegraph Group Limited 22/10/1990 1444831
United Kingdom 22/10/1990 1444831
06 06 Granted/Registered
Nuts, bolts, rings and washers; fastening devices; badges; locks; number plates; keyrings; cables; chains;
clips; wires; pins; couplings; springs; hooks; rivets; screws; caps and seals; metallic signs; vices; welding
rods; ramps; parts and fittings for all the aforesaid goods; parts and fittings for land vehicles; all
included in class 6.
------------------------------------------------------------------------------------------------------------------------------
T44244GB TELEGRAPH Telegraph Group Limited 22/10/1990 1444832
United Kingdom 22/10/1990 1444832
07 07 Granted/Registered
Spark plugs; air filters; oil filters; pumps; alternators; machine tools; carburettors; dynamos; electric
generators; mechanically operated hand tools; hydraulic machines; jacks; lifting apparatus; ramps; spraying
apparatus and instruments; spray guns; painting machines; valves; vehicle washing installations; welding
machines and apparatus; parts and fittings for all the aforesaid goods; parts and fittings for land vehicles;
all included in class 7.
------------------------------------------------------------------------------------------------------------------------------
T44245GB TELEGRAPH Telegraph Group Limited 22/10/1990 1444833
United Kingdom 22/10/1990 1444833
09 09 Granted/Registered
Weighing, measuring, checking and control apparatus and instruments; switches; fuses; thermostats; tape
measures; voltage/battery testers; meters, alarms; horns; reflectors; mirrors; aerials; calculators; petrol
pumps; radios; batteries, battery cables; electrical terminals;; sound and/or video recording and/or
reproducing apparatus and instruments; video tapes; cash registers; calculating machines; parts and fittings
for all the aforesaid goods; parts and fittings for motor vehicles; all included in class 9; but not
including video tapes relating to the transmission of signals.
------------------------------------------------------------------------------------------------------------------------------
T44246GB TELEGRAPH Telegraph Group Limited 22/10/1990 1444834
United Kingdom 22/10/1990 1444834
12 12 Granted/Registered
Land vehicles; tyre valves; exhausts; silencers; radiators, radiator caps; air pumps; horns; mirrors;
mudguards, seats, seatbelts; windscreen wipers, windscreen wiper blades; parts and fittings for all the
aforesaid goods; parts and fittings for land vehicles; all included in class 12.
------------------------------------------------------------------------------------------------------------------------------
T44247GB TELEGRAPH Telegraph Group Limited 22/10/1990 1444835
United Kingdom 22/10/1990 1444835
16 16 Granted/Registered
Printed matter; stationery; paper articles; cardboard articles; photographs; adhesives; paint brushes;
instructional and teaching materials; playing cards; all included in class 16; but not including any such
goods relating to the transmission of signals and not including newspaper and printed publications.
------------------------------------------------------------------------------------------------------------------------------
T44248GB TELEGRAPH Telegraph Group Limited 22/10/1990 1444836
United Kingdom 22/10/1990 1444836
17 17 Granted/Registered
Pipes; hoses; brake linings; clutch linings; gaskets; couplings and rings of rubber or of plastic; materials
for repairing tiles; plastics for use in manaufacture; all included in class 17; but not including any such
goods for use telegraphic systems and apparatus or for use in the manufacture of telegraph systems and
apparatus.
------------------------------------------------------------------------------------------------------------------------------
T44249GB TELEGRAPH Telegraph Group Limited 22/10/1990 1444837
United Kingdom 22/10/1990 1444837
37 37 Granted/Registered
Repair and servicing of land vehicles; vehicle washing, polishing and valeting services; vehicle maintenance
services; paintspraying; panel beating; all included in class 37.
------------------------------------------------------------------------------------------------------------------------------
85
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Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------------
T44250GB TELEGRAPH Telegraph Group Limited 22/10/1990 1444838
United 22/10/1990 1444838
Kingdom
39 39 Granted/Registered
transportation and delivery of goods; vehicle hire services; all included in class 39.
------------------------------------------------------------------------------------------------------------------------------
T29043GB TELEGRAPH "T" INSURANCE HEADLINE Telegraph Group Limited 17/01/2000 2219529
United HEALTH PLAN & device 17/01/2000 2219529
Kingdom
09,16 09,16 Granted/Registered
Electronic publications, magnetic data carriers, data storage and data presentation materials, software,
encoded cards, discount cards, cards bearing machine readable information.
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, bags, graphs, pre-printed forms, identity cards, instructional and teaching materials.
Health insurance services, credit and debit card services, automated payment services, provision of
information and advice in connection with insurance services, insurance services in general.
Healthcare services, chiropractor services, consultancy in the field of medical and surgical services;
convalescent homes, medical clinics, nursing homes, hospices and hospital services, provision of nursing and
midwife services.
------------------------------------------------------------------------------------------------------------------------------
T29626GB TELEGRAPH (Gothic Script) Telegraph Group Limited 18/09/2000 2245792
United 18/09/2000 2245792
Kingdom
35 35 Granted/Registered
The bringing together, for the benefit of others, of a variety of services and general merchandise goods,
enabling customers conveniently to view and purchase those goods and services from a newspaper or newspaper
online.
------------------------------------------------------------------------------------------------------------------------------
T29217GB Telegraph APPOINTMENTS Telegraph Group Limited 28/09/1990 1442585
United 28/09/1990 1442585
Kingdom
16 16 Granted/Registered
Newspapers, periodicals; printed publications, printed matter, paper and goods made from paper; all relating
to job vacancies or appointments and all included in Class 16.
------------------------------------------------------------------------------------------------------------------------------
T29245GB TELEGRAPH BOOKS DIRECT Telegraph Group Limited 07/10/1996 2112281
United 07/10/1996 2112281
Kingdom
09,16,39 09,16,39 Granted/Registered
Recording discs, magnetic data carriers, cassettes, audio compact discs.
Books, periodicals, printed matter, diaries, calendars.
Transport, packaging and delivery of goods; delivery of printed and audio matter.
------------------------------------------------------------------------------------------------------------------------------
T31183GB TELEGRAPH FANTASY CRICKET Telegraph Group Limited 24/11/2000 2254088
United 24/11/2000 2254088
Kingdom
09,16,41 09,16,41 Granted/Registered
Electronic publications, CD-roms, computer software, telecommunication apparatus and equipment, apparatus and
instruments for telephones.
Printed matter, books, newspapers, magazines, periodicals, stationery, calendars, diaries, catalogues,
pre-printed forms and score-sheets, graphs, booklets, playing cards, newsletters.
Organisation of competitions, organisation of sports competitions and sponsorship of sporting events,
publication of newspapers, printed matter, books and texts.
------------------------------------------------------------------------------------------------------------------------------
86
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Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------------
T43918GB TELEGRAPH FANTASY CRICKET WORLD Telegraph Group Limited 12/12/2002 2318425
United Kingdom CUP 12/12/2002 2318425
09,16,35,36,41 09,16,35,36,41 Granted/Registered
Electronic books, electronic publications, on-line publications, competitions available on-line, audio and
video tapes and disks, encoded cards, sound recording and sound reproducing apparartus and instruments,
computer software.
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
books, catalogues, manuals, graphs, pre-printed forms and score sheets, pictures, newsletters, timetables,
instructional and teaching material.
Advertising and promotional services, rental of advertising space, publication of publicity texts, radio and
television advertising, sales promotion of others, organisation of exhibitions for commercial of advertising
purposes.
Sponsorship of radio and television programmes, live performances and sporting events.
Publishing and electrical publishing services, organisation of competitions, presentation, sponsoring and
production of radio and television programmes and live performances, entertainment information, operating
lotteries, providing digital music and films not downloadable from the Internet, sports booking agencies,
organisation of sports competitions and sponsorship of sporting events.
------------------------------------------------------------------------------------------------------------------------------
T29707GB TELEGRAPH FANTASY FOOTBALL Telegraph Group Limited 21/09/2000 2246213
United Kingdom 21/09/2000 2246213
09,16,41 09,16,41 Granted/Registered
Electronic publications, CD-roms, computer software, telecommunication apparatus and equipment, apparatus and
instruments for telephones.
Printed matter, books, newspapers, magazines, periodicals, stationery, calendars, diaries, catalogues,
pre-printed forms and score-sheets, graphs, booklets, playing cards, newsletters.
Organisation of competitions, organisation of sports competitions and sponsorship of sporting events,
publication of newspapers, printed matter, books and texts.
------------------------------------------------------------------------------------------------------------------------------
T42281GB TELEGRAPH FANTASY FOOTBALL Telegraph Group Limited 21/11/2001 2286141
United Kingdom EUROPEAN CHAMPIONSHIP 21/11/2001 2286141
09,16,35,41,36 09,16,35,41,36 Granted/Registered
Electronic books, electronic publications, on-line publications, competitions available on-line, audio and
video tapes and disks, encoded cards, sound recording and sound reproducing apparatus and instruments,
computer software.
Printed matter, printed publications, newspapers, magazines, periodicals, statioonery, calendars, diaries,
books, catalouges, manuals, graphs, pre-printed forms and score sheets, pictures, newsletters, timetables,
instructional and teaching material.
Advertising and promotional services, rental of advertising space, publication of publicity texts, radio and
television advertising, sales promotion for others, organisation of exhibitions for commercial or advertising
purposes.
Sponsorship of radio and television programmes, live performances and sporting events.
Publishing and electronic publishing services, organisation of competitions, presentation, and production of
radio and television programmes and live performances, entertainment information, operating lotteries,
providing digital music and films not downloadable from the Internet, sports booking agencies, organisation
of sports competitions.
------------------------------------------------------------------------------------------------------------------------------
87
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Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------------
T42282GB TELEGRAPH FANTASY FOOTBALL Telegraph Group Limited 21/11/2001 2286259
United Kingdom WORLD CUP 21/11/2001 2286259
09,16,35,41,36 09,16,35,41,36 Granted/Registered
Electronic books, electronic publications, on-line publications, competitons available on-line, audio and
video tapes and disks, encoded cards, sound recording and sound reproducing apparatus and instruments,
computer software.
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
books, catalouges, manuals, graphs, pre-printed forms and score sheets, pictures, newsletters, timetables,
instructional and teaching material.
Advertising and promotional services, rental of advertising space, publication of publicity texts, radio and
television advertising, sales promotion of others, organisiation of exhibitions for commercial or advertising
purposes.
Sponsorship of radio and television programmes, live performances and sporting events.
Publishing and electrical publishing services, organisation of competitions, presentation, sponsoring and
production of radio and television programmes and live performances, entertainment information, operating
lotteries, providing digital music and films not downloadable from the Internet, sports booking agencies,
organisation of sports competitions and sponsorship of sporting events.
------------------------------------------------------------------------------------------------------------------------------
T42112GB TELEGRAPH GOLD Telegraph Group Limited 27/09/2001 2281777
United Kingdom 27/09/2001 2281777
16,09 16,09 Granted/Registered
Electronic publications, CD-roms, computer software, telecommunication apparatus and equipment, recording
disks and cassettes, encoded cards, audio and video tapes and disks.
Newspapers, periodicals, printed publications, printed matter, stationery, calendars, diaries, pens, books,
pre-printed forms and score sheets, manuals, printed plastic cards.
------------------------------------------------------------------------------------------------------------------------------
T29246GB TELEGRAPH GOLF NETWORK Telegraph Group Limited 22/10/1996 2113445
United Kingdom 22/10/1996 2113445
16,28,35,39,41,42 16,28,35,39,41,42 Granted/Registered
Printed matter, books, stationery, instructional and teaching materials, playing cards, pens and pencils,
calendars, diaries, greetings cards, magazines and periodicals, maps, pictures, newsletters, timetables.
Sporting articles, golf clubs and balls, golf bags, golf gloves, targets, board and parlour games.
Direct mail advertising, demonstration of goods, distribution of samples, marketing research and studies,
arranging newspaper subscriptions for others, organisation of exhibitions for commercial or advertising
purposes, publication of publicity texts, publicity services, advertising services.
Arranging of tours, booking of seats, delivery of goods and newspapers, escorting of travellers, travel
reservations, transport of travellers.
Arranging and conducting conferences and seminars, instructional services, providing golf facilities, sports
club services, organisation of competitions, provision of tuition services, presentation of live sporting
performances, practical training demonstrations, rental of sports equipment and facilities, arranging golf
tournaments.
Reservation of accommodation and hotels, catering and restaurant services, sporting clothing rental, golf
professional consultancy services, healthcare, physiotherapy.
------------------------------------------------------------------------------------------------------------------------------
T29253GB TELEGRAPH INFORMATION Telegraph Group Limited 13/02/1997 2123615
United Kingdom CARD/Telegraph INFORMATION CARD 13/02/1997 2123615
09,16,35,36 09,16,35,36 Granted/Registered
Encoded cards and cards bearing machine readable information, automatic money processing apparatus, computer
software; but not including any such goods relating to mainframe presentation graphic systems.
Identity cards, printed matter and publications, newspapers, printed plastic cards, periodicals, calendars,
diaries, books, folders, pens; but not including any such goods relating to mainframe presentation graphic
systems.
Advertising, organisation, operation and supervision of sales and promotional incentive schemes, consumer
research, business information and research; but not including any such services related to mainframe
presentation graphic systems.
Credit and debit card services, discount card services, financial research and evaluation and advice;
operation of lotteries, capital and fund investments, financial consultancy, stocks and bonds brokerage;
organisation, operation and supervision of sales and promotional incentive schemes; provision of information
and advice in connection with all the aforesaid services; but not including any services relating to
mainframe presentation graphics systems.
------------------------------------------------------------------------------------------------------------------------------
88
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Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------------
T29264GB Telegraph INSURANCE Headline HEALTH Telegraph Group Limited 17/01/2000 2219529
United Kingdom PLAN & Device 17/01/2000 2219529
09,16,36,42 09,16,36,42 Granted/Registered
Electronic publications, magnetic data carriers, data storage and data presentation materials, software,
encoded cards, discount cards, cards bearing machine readable information.
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, bags, graphs, pre-printed forms, identity cards, instructional and teaching materials.
Health insurance services, credit and debit card services, automated payment services, provision of
information and advice in connection with insurance services, insurance services in general.
Healthcare services, chiropractor services, consultancy in the field of medical and surgical services;
convalescent homes, medical clinics, nursing homes, hospices and hospital services, provision of nursing and
midwife services.
------------------------------------------------------------------------------------------------------------------------------
T29214GB TELEGRAPH MAGAZINE Telegraph Group Limited 12/01/1990 1410738
United Kingdom 12/01/1990 1410738
16 16 Granted/Registered
Magazines (periodicals) included in Class 16.
------------------------------------------------------------------------------------------------------------------------------
T29783GB TELEGRAPH MORTGAGE SERVICES Telegraph Group Limited 07/11/2000 2251659
United Kingdom 07/11/2000 2251659
36 36 Granted/Registered
Mortgage services, brokerage, real estate financial evaluation, insurance brokerage consultancy and
information, instalment loan services, lease purchase financing, leasing of real estate, lending against
security, financial loans, real estate brokers and management, real estate valuations, re-mortgage services,
commercial property services.
------------------------------------------------------------------------------------------------------------------------------
T29842GB TELEGRAPH MORTGAGE SERVICES & T Telegraph Group Limited 08/11/2000 2251618
United Kingdom device 08/11/2000 2251618
36 36 Granted/Registered
Mortgage services, brokerage, real estate financial evaluation, insurance brokerage consultancy and
information, instalment loan services, lease purchase financing, leasing of real estate, lending against
security, financing loans, real estate brokers and mananegement, real estate valuations, re-mortgage
services, commercial property services
------------------------------------------------------------------------------------------------------------------------------
T42113GB TELEGRAPH RETIREMENT Telegraph Group Limited 27/09/2001 2281906
United Kingdom 27/09/2001 2281906
16,36,09 16,36,09 Granted/Registered
Electronic publications. CD-roms, computer software, telecommunication apparatus and equipment, recording
disks and cassettes, encoded cards, audio and video tapes and disks.
Newspapers, periodicals, printed publications, printed matter, stationery, calendars, diaries, pens, books,
pre-printed forms and score sheets, manuals, printed plastic cards.
Credit and debit card services, insurance services, financial information, financial advice, mortgage
services, brokerage, real estate financial evaluation, discount card services, operation of lotteries,
capital and fund investment services, financial consultancy, stocks and bonds brokerage, provision of
information and advice in connecntion with all the aforesaid goods.
------------------------------------------------------------------------------------------------------------------------------
89
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Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------------
T44187GB TELEGRAPH SCREENPRINT Telegraph Group Limited 15/04/2003 2329718
United Kingdom 15/04/2003 2329718
09,35,41,42 09,35,41,42 Granted/Registered
Electronic publications provided on-line over a communications network or the Internet; computer software.
Organisation, operation and supervision of loyalty and promotional incentive schemes; rental of advertising
space; dissemination of advertising matter; arranging and conducting of trade shows and exhibitions;
compilation of business statistics and commercial information; marketing studies; the bringing together, for
the benefit of others of a variety of goods, enabling customers to conveniently view and purchase those goods
from an electronic publication; the bringing together, for the benefit of others, a variety of goods,
enabling customers to conveniently view and purchase those goods from interactive digital media; the bringing
together, for the benefit of others of a variety of goods, enabling customers to conveniently view and
purchase those goods from a general merchandise Internet website.
Providing on-line electronic publications (not downloadable); publication of newspapers, periodicals,
magazines, books, texts and printed matter; publication of electronic newspapers, periodicals, books or
journals on-line, organising of sporting activities and competitions; electronic publishing services;
information and advisory services relating to the aforesaid services; news, current affairs and lifestyle
information services.
Information and news provided on-line from a computer database or via the Internet; creating and maintaining
websites; installation, rental and maintenance of computer software; leasing access time to an information
and news database; providing access to a database storing information relating to a variety of goods and
services; weather forecasting.
------------------------------------------------------------------------------------------------------------------------------
T29254GB TELEGRAPH SHARECHECK Telegraph Group Limited 29/05/1997 2134140
United Kingdom 29/05/1997 2134140
16,36,38 16,36,38 Granted/Registered
Printed matter, printed publications, newspapers, magazines, stationery, diaries.
Financial information, research and advice, stock exchange quotations.
Electronic mail, computer-aided transmission of messages and images, telephone services, transmission of
information by telephone, news agencies; excluding share information provided via telegraph apparatus or
instruments.
------------------------------------------------------------------------------------------------------------------------------
T29216GB TELEGRAPH SPORT/Telegraph Sport Telegraph Group Limited 28/09/1990 1442584
United Kingdom (Series of 2) 28/09/1990 1442584
16 16 Granted/Registered
Newspapers, periodicals; printed publications, printed matter, paper and goods made from paper; all relating
to sport; all included in Class 16.
------------------------------------------------------------------------------------------------------------------------------
T29213GB TELEGRAPH SUNDAY MAGAZINE Telegraph Group Limited 07/04/1986 1264196
United Kingdom 07/04/1986 1264196
16 16 Granted/Registered
Magazines (periodicals).
------------------------------------------------------------------------------------------------------------------------------
T29259GB Telegraph T & device Telegraph Group Limited 17/02/1997 2123951
United Kingdom 17/02/1997 2123951
36 36 Granted/Registered
Credit card services, debit card services, health insurance services.
------------------------------------------------------------------------------------------------------------------------------
T29252GB Telegraph T INFORMATION 0000 Telegraph Group Limited 13/02/1997 2123614
United Kingdom 0000 0000 0000 MR A N OTHER
09,16,35,36 09,16,35,36 Abandoned/closed on K&S
records
Encoded cards and cards bearing machine readable information, automatic money processing apparatus, computer
software.
Identity cards, printed matter and publications, newspapers, printed plastic cards, periodicals, calendars,
diaries, books, folders, pens.
Advertising, organisation, operation and supervision of sales and promotional incentive schemes, consumer
research, business information and research.
Credit and debit card services, discount card services, financial services, automated payment services,
provision of information and advice in connection with all the aforesaid services.
------------------------------------------------------------------------------------------------------------------------------
90
------ --------------------------------------------------------------------------------------------------------------------
Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Class(es) Status on K&S Records
Goods
------------------------------------------------------------------------------------------------------------------------------
T42242GB TELEGRAPH WORLD CUP Telegraph Group Limited 23/10/2001 2283737
United Kingdom 23/10/2001 2283737
09,16,41,36 09,16,41,36 Granted/Registered
Electronic publications, CD-roms, computer software, telecommunications apparatus and equipment, data storage
and data presentation materials, encoded cards, discount cards, cards bearing machine readable information.
Printed matter, printed publications, newspapers, magazines, periodicals, special event publications, printed
matter pull-outs, stationery, calendars, diaries, pens, books, folders, graphs, pre-printed forms, booklets,
playing cards, pre-printed score sheets.
Sponsoring of radio and television programmes and sponsorship of sporting events
Organisation of competitions, organisation of sports competitions and sponsorship of sporting events,
publication of newspapers, printed matter, books and texts; information about sporting competitions,
sponsoring of television programmes and radio programmes, provision of digital music, films and clips not
downloadable from the Internet.
------------------------------------------------------------------------------------------------------------------------------
T40717GB xxxxxxxxx.xx.xx Telegraph Group Limited 02/03/2001 2263028
United Kingdom 02/03/2001 2263028
09,16,38 09,16,38 Granted/Registered
Electronic publications, on-line publications, electronic books, audio and video tapes and disks, data
processing apparatus, encoded cards, computer software, magnetic cards, tapes and disks, sound and video
recording and reproducing apparatus amd instruments
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
books, catalogues, manuals, graphs, pre-printed forms and score sheets, pictures, newsletters, timetables,
instructional and teaching materials
Communications by computer terminals, computer aided transmission of brokerage messages and images, providing
user access to the Internet, providing telecommunications connections to the Internet or access and routing
services, electronic databases, telecommunication mail services.
------------------------------------------------------------------------------------------------------------------------------
T29248GB THE DAILY TELEGRAPH Telegraph Group Limited 14/11/1996 2115685
United Kingdom 14/11/1996 2115685
09 09 Abandoned/closed on K&S
records
Sound recording and sound reproducing apparatus and instruments, video recording and video producing
apparatus and instruments, radio, television and communications apparatus and instruments, computer hardware,
computer software, magnetic cards, tapes and disks, magnetic media, audio and video tapes and disks,
calculators, binoculars, cameras, data processing apparatus, eyeglasses and sunglasses, measuring apparatus,
photographic equipment, telephone apparatus; but not including goods related to systems. mainframe
presentation graphic
------------------------------------------------------------------------------------------------------------------------------
T29627GB THE DAILY TELEGRAPH Telegraph Group Limited 18/09/2000 2245797
United Kingdom 18/09/2000 2245797
35,09,16 35,09,16 Granted/Registered
Sound recording and souns reproducing apparataus and instruments, video recording and video producing
apparatus and instruments, radio, television and communications apparatus and instruments, computer hardware,
computer software, magnetic cards, tapes and disks, magnetic media, audio and video tapes and disls,
calculators, binoculars, cameras, data processing apparatus, eyeglasses and sunglasses, measuring apparatus,
photographic equipment, telephone apparatus; but not including goods related to mainframe presentation
graphic systems.
Printed matter, printed publications; newspapers; magazines, periodicals; stationery; calendars, diaries,
pens, books, folders; bags; all included in Class 16.
The bringing together, for the benefit of others, of a variety of services and general merchandise goods
services enabling customers conveniently to view and purchase those goods and services from a newspaper or
newspaper online.
------------------------------------------------------------------------------------------------------------------------------
91
------ --------------------------------------------------------------------------------------------------------------------
Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Status on K&S Records
Goods Class(es)
------------------------------------------------------------------------------------------------------------------------------
T29249GB THE DAILY TELEGRAPH Telegraph Group 16/12/1996 2118725
Limited
United Kingdom 16/12/1996 2118725
09,41 09,41 Granted/Registered
Sound recording and sound reproducing apparatus and instruments, video recording and video producing
apparatus and instruments, radio, television and communications apparatus and instruments, computer hardware,
computer software, magnetic cards, tapes and disks, magnetic media, audio and video tapes and disks,
calculators, binoculars cameras, data processing apparatus, eyeglasses and sunglasses, measuring apparatus,
photographic equipment, telephone apparatus.
Organisation of competitions, correspondence courses, organisation of exhibitions for cultural and
educational purposes, presentation of live performances, organisation of sports competitions, video tape film
production, provision of sports facilities, publications of texts and books, provision of radio and
television entertainment, rental of video and audio cassettes, sports camp services, theatrical booking
agencies.
------------------------------------------------------------------------------------------------------------------------------
T29221GB THE DAILY TELEGRAPH Telegraph Group 24/01/1994 1559965
Limited
United Kingdom 24/01/1994 1559965
16 16 Abandoned/closed on K&S
records
Printed matter, printed publications; newspapers; magazines, periodicals; stationery; calendars, diaries,
pens, books, folders; bags; all included in Class 16.
------------------------------------------------------------------------------------------------------------------------------
T29235GB THE DAILY TELEGRAPH Telegraph Group 07/06/1995 2023183
Limited
United Kingdom 07/06/1995 2023183
36 36 Granted/Registered
Capital investments, financial consultancy, credit and debit card services, financial information, fund
investments, operating of lotteries, stocks and bonds brokerage, discount card services.
------------------------------------------------------------------------------------------------------------------------------
T29255GB THE DAILY TELEGRAPH CONNECTED Telegraph Group 18/09/1997 2145337
Limited
United Kingdom 18/09/1997 2145337
16,35,38 16,35,38 Granted/Registered
Newspapers, periodicals, printed publications, printed matter, stationery, diaries, books, catalogues,
manuals, pamphlets.
Advertising, rental of advertising space, business appraisals, business information and research,
organisation of exhibitions for commercial and advertising purposes, sales promotion for others, consumer
research.
Computer aided transmission of data messages and images, communication by computer terminal, electronic mail,
news agencies, services for the transmission provision or display or information from a database.
------------------------------------------------------------------------------------------------------------------------------
T29261GB THE DAILY TELEGRAPH GOLF Telegraph Group 26/05/1999 2198430
Limited
United Kingdom PARTNERS'CARD 26/05/1999 2198430
09,16,36 09,16,36 Granted/Registered
Credit cards, debit cards and payment cards being encoded or capable of being encoded.
Vouchers, travel vouchers, credit cards, debit cards and payment cards, printed matter, leaflets, catalogues
and brochures.
Credit card, charge card, debit card and cash card services; financing of loans; insurance services; banking
services; electronic banking services; credit services, provision of credit; stored value electronic purse
services; point of sale, point of transaction services, electronic funds transfer services; financial
advisory services; loans; loyalty programs involving discounts or incentives, including goods or travel, for
use of credit, charge and debit cards.
------------------------------------------------------------------------------------------------------------------------------
T29209GB The Daily Telegraph. Was. Is. Will. Telegraph Group 08/02/1894 178098
Be. 1855 Limited
United Kingdom London. 08/02/1894 178098
16 16 Granted/Registered
A newspaper.
------------------------------------------------------------------------------------------------------------------------------
92
------ --------------------------------------------------------------------------------------------------------------------
Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Status on K&S Records
Goods Class(es)
------------------------------------------------------------------------------------------------------------------------------
T29250GB THE DAILY TELEGRAPH: THE A-Z OF LIFE Telegraph Group Limited 07/01/1997 2120191
United Kingdom 07/01/1997 2120191
16,38,41 16,38,41 Granted/Registered
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
books, catalogues, manuals.
Computer-aided transmission of data messages and images, communication by computer terminals, broadcasting,
electronic mail, telephone services and news agencies, services for the transmission of information from a
database, services for the provision or display of information relating to matter contained in or covered by
a newspaper from a database.
Publication of newspapers and printed matter, organisation of competitions, production of radio and
television programmes.
------------------------------------------------------------------------------------------------------------------------------
T29229GB THE ELECTRONIC TELEGRAPH Telegraph Group Limited 06/10/1994 1587507
United Kingdom 06/10/1994 1587507
42,38 42,38 Granted/Registered
Computer-aided transmission of data messages and images, communications be computer terminal, broadcasting,
electronic mail, telephone services and news agencies, services for all the transmission, provision or
display of informationfrom a database, all relating to information, news and material contained in or covered
by a newspaper; all included in Class 38.
Leasing access time to computer database and rental of included in Class computer software; all 42.
------------------------------------------------------------------------------------------------------------------------------
T29228GB THE ELECTRONIC TELEGRAPH Telegraph Group Limited 06/10/1994 1587506
United Kingdom 06/10/1994 1587506
38 38 Abandoned/closed on K&S
records
Computer-aided transmission of data messages and images, communications by computer terminal, broadcasting,
electronic mail, telephone services and news agencies, services for the transmission, provision or display of
information from a database, all relating to information, news and material contained in or covered by a
newspaper; all included in Class 38.
------------------------------------------------------------------------------------------------------------------------------
T29234GB THE ONE Telegraph Group Limited 07/06/1995 2023182
United Kingdom
36 36 Abandoned/closed on K&S
records
Monetary affairs; financial affairs.
------------------------------------------------------------------------------------------------------------------------------
T29233GB THE ONE CARD Telegraph Group Limited 07/06/1995 2023180
United Kingdom
36 36 Abandoned/closed on K&S
records
Monetary affairs; financial affairs.
------------------------------------------------------------------------------------------------------------------------------
T42331GB THE SPECTATOR The Spectator (1828) 24/12/2001 2289182
Limited
United Kingdom 24/12/2001 2289182
09,35,41 09,35,41 Granted/Registered
Electronic publications, magnetic data carriers, data storage and data presentation materials, software,
encoded cards, discount cards, cards bearing machine readable information, software, sound and video
recording and reproducing apparatus and instruments, telephone apparatus.
Business services relating to the provision of sponsorship of live television and radio performances; the
bringing together for the benefit of others of a variety of services and general merchandise goods enabling
customers conveniently to view and purchase those goods and services from a magazine or newspaper, or
magazine or newspaper on-line
Publishing services, arranging and conducting competitions, entertainment information, providing digital
music and publications not downloadable from the Internet.
------------------------------------------------------------------------------------------------------------------------------
T43734GB THE SPECTATOR The Spectator (1828) 17/05/1967 909553
Limited
United Kingdom 17/05/1967 909553
16 16 Granted/Registered
Printed periodical publications
------------------------------------------------------------------------------------------------------------------------------
93
------ --------------------------------------------------------------------------------------------------------------------
Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Status on K&S Records
Goods Class(es)
------------------------------------------------------------------------------------------------------------------------------
T44188GB THE SPECTATOR SCREENPRINT The Spectator (1828) 15/04/2003 2329721
Limited
United Kingdom
09,35,41,42,38 09,35,41,42,38 Advertised / Published
Electronic publications provided on-line over a communications network or the Internet; computer software.
Organisation, operation and supervision of loyalty and promotional incentive schemes; rental of advertising
space; dissemination of advertising matter; arranging and conducting of trade shows and exhibitions;
compilation of business statistics and commercial information; marketing studies; the bringing together, for
the benefit of others of a variety of goods, enabling customers to conveniently view and purchase those goods
from an electronic publication; the bringing together, for the benefit of others, a variety of goods,
enabling customers to conveniently view and purchase those goods from interactive digital media; the bringing
together, for the benefit of others of a variety of goods, enabling customers to conveniently view and
purchase those goods from a general merchandise Internet website.
Providing access to a database storing information relating to a variety of goods and services
Providing on-line electronic publications (not downloadable); publication of newspapers, periodicals,
magazines, books, texts and printed matter; publication of electronic newspapers, periodicals, books or
journals on-line, organising of sporting activities and competitions; electronic publishing services;
information and advisory services relating to the aforesaid services; news, current affairs and lifestyle
information services.
Information and news provided on-line from a computer database or via the Internet; creating and maintaining
websites; installation, rental and maintenance of computer software; leasing access time to an information
and news database; providing access to a database storing information relating to a variety of goods and
services; weather forecasting.
------------------------------------------------------------------------------------------------------------------------------
T29210GB THE SUNDAY TELEGRAPH Telegraph Group Limited 26/01/1961 819950
United Kingdom 26/01/1961 819950
16 16 Abandoned/closed on K&S
records
Newspapers.
------------------------------------------------------------------------------------------------------------------------------
T29624GB THE SUNDAY TELEGRAPH Telegraph Group Limited 18/09/2000 2245794
United Kingdom 18/09/2000 2245794
35,09,16 35,09,16 Granted/Registered
Sound recording and sound reproducing apparatus and instruments, video recording and video producing
apapratus and instruments, radio, television and communications apapratus and instruments, computer hardware,
computer software, magnetic cards, tapes and disks, magnetic media, audio and video tapes and disks,
calculators, binoculars, cameras, data processing apparatus, eyeglasses and sunglasses, measuring apparatus,
photographic equipment, telephone apparatus; but not including any goods relating to mainframe presentation
graphis systems
Newspapers
The bringing together, for the benefit of others, of a variety of services and general merchandise goods,
enabling customers conveniently to view and purchase those goods and services from a newspaper or newspaper
online.
------------------------------------------------------------------------------------------------------------------------------
T29042GB THE SUNDAY TELEGRAPH Telegraph Group Limited 14/11/1996 2115681
United Kingdom 14/11/1996 2115681
09 09 Abandoned/closed on K&S
records
Sound recording and sound reproducing apparatus and instruments, video recording and video producing
apparatus and instruments, radio, television and communications apparatus and instruments, computer hardware,
computer software, magnetic cards, tapes and disks, magnetic media, audio and video tapes and disks,
calculators, binoculars, cameras, data processing and sunglasses, measuring apparatus, eyeglasses apparatus,
photographic equipment, telephone apparatus; but not including any goods relating to mainframe presentation
graphics systems.
------------------------------------------------------------------------------------------------------------------------------
T45065GB THE SUNDAY TELEGRAPH Telegraph Group Limited 17/02/2004 2355944
United Kingdom
16 16 Advertised / Published
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
books, catalogues, manuals, graphs, pre-printed forms and score sheets, pictures, posters, newsletters,
timetables, instructional and teaching material, paper and paper articles, cardboard and cardboard articles,
comics, pens, pencils, markers and crayons, erasers, rulers and pencil sharpeners, photographs and prints,
memo and notice boards, decalcomanias and stickers, greeting cards and postcards, coasters, book ends, paper
weights, decorative articles, knitting, embroidery and clothing patterns, writing materials, bookplates and
bookmarks, wrapping paper, gift tags.
------------------------------------------------------------------------------------------------------------------------------
94
------ --------------------------------------------------------------------------------------------------------------------
Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Status on K&S Records
Goods Class(es)
------------------------------------------------------------------------------------------------------------------------------
T29231GB The Sunday Telegraph Magazine/THE Telegraph Group Limited 07/06/1995 2023062
United Kingdom SUNDAY TELEGRAPH MAGAZINE (Series 07/06/1995 2023062
16 of 16 Granted/Registered
Printed matter; printed publications; newspapers; magazines; periodicals; stationery, calendars, diaries,
pens, books, folders, bags; paper, catalogues, photographs, charts, booklets.
------------------------------------------------------------------------------------------------------------------------------
T29625GB THE TELEGRAPH Telegraph Group Limited 18/09/2000 2245788
United Kingdom 18/09/2000 2245788
35 35 Granted/Registered
The bringing together, for the benefit of others, of a variety of services and general merchandise goods,
enabling customers conveniently to view and purchase those goods and services from a newspaper a newspaper
online.
------------------------------------------------------------------------------------------------------------------------------
T29236GB THE TELEGRAPH ONE BUSINESS CARD Telegraph Group Limited 23/08/1995 2031281
United Kingdom 23/08/1995 2031281
09,16,35,36 09,16,35,36 Granted/Registered
Discount cards, credit cards, debit cards, encoded cards.
Printed cards.
Organisation, operation and supervision of sales and promotional incentive schemes.
Credit and debit card services; discount card services.
------------------------------------------------------------------------------------------------------------------------------
T29218GB THE TELEGRAPH SEVEN DAYS/THE Telegraph Group Limited 28/09/1990 1442589
United Kingdom TELEGRAPH 7 DAYS/THE TELEGRAPH 7 28/09/1990 1442589
16 16 Granted/Registered
Newspapers, periodicals; printed publications, printed matter, paper and goods made from paper; all included
in Class 16.
------------------------------------------------------------------------------------------------------------------------------
T29215GB THE TELEGRAPH/The Telegraph (Series Telegraph Group Limited 28/09/1990 1442581
of 2)
United Kingdom 28/09/1990 1442581
16 16 Granted/Registered
Newspapers, periodicals; printed publications, printed matter, paper and goods made from paper; all included
in Class 16.
------------------------------------------------------------------------------------------------------------------------------
T29251GB THE TELEGRAPH: THE A-Z OF LIFE Telegraph Group Limited 07/01/1997 2120192
United Kingdom 07/01/1997 2120192
16,38,41 16,38,41 Granted/Registered
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
books, catalogues, manuals.
Computer-aided transmission of data messages and images, communication by computer terminals, broadcasting,
electronic mail, telephone services and news agencies, services for the transmission of information from a
database, services for the provision or display of information relating to matter contained in or covered by
a newspaper from a database.
Publication of newspapers and printed matter, organisation of competitions, production of radio and
television programmes.
------------------------------------------------------------------------------------------------------------------------------
T40520GB To a T (stylised) Telegraph Group Limited 26/02/2001 2262389
United Kingdom 26/02/2001 2262389
16,35 16,35 Granted/Registered
Newspapers, periodicals, printed publications, stationery, calendars, diaries, pens, folders, pre-printed
forms and score sheets, graphs, newsletters, playing cards
Advertising, consumer research, rental of advertising space, advertising business information enquiries,
advertising business organisation and research, dissemination of advertising material, arranging newspaper
subscriptions for others, direct mail advertising, publication of publicity texts, radio and television
advertising.
------------------------------------------------------------------------------------------------------------------------------
95
------ --------------------------------------------------------------------------------------------------------------------
Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Status on K&S Records
Goods Class(es)
------------------------------------------------------------------------------------------------------------------------------
T29258GB UKMAX Telegraph Group Limited 30/09/1998 2178465
United Kingdom 30/09/1998 2178465
35,36,39 35,36,39 Granted/Registered
Advertising information, business information and research, consumer research, rental of advertising space,
sales promotions for others, advertising and business information and enquiries, advertising and business
organisation and research, all relating to retailing on the Net or electronic commerce.
Insurance services, credit card and debit card services, discount services, stocks and bonds brokerage,
financial consultancy, health insurance services, actuarial services, banking, capital investments,
charitable fundraising, financial information, financing services, investment services, broking services,
stock exchange quotations, electronic funds transfer, all provided by electronic commerce.
Information regarding transportation and the booking of transport, storage services, packaging and delivery
of goods, travel reservations.
------------------------------------------------------------------------------------------------------------------------------
T43715GB URBAN GARDENER/THE URBAN Telegraph Group Limited 04/11/2002 2314937
United Kingdom GARDENER
09,16,41 09,16,41 Abandoned/closed on K&S
records
Electronic publications; printed publications in electronically, magnetically or optically recorded and
readable forms; audio cassettes; sound, video and data recordings; films for display; computer programs;
computer games; software; texts encoded in film/fiche form; tapes, disks and records, all bearing or for
recordal of sound, video and data; compact discs; discs, cassettes and cartridges for all the aforesaid goods
Paper and paper articles, cardboard and cardboard articles, books, magazines and comics, printed matter,
printed publications, stationery, pens, pencils, markers and crayons, cases for pens, pencils, markers and
crayons, erasers, rulers and pencil sharpeners, pictures, photographs and prints, posters, artists'
implements and materials, printed stamps and ink pads, memo and notice boards, instructional and teaching
materials, decalcomanias and stickers, greeting cards and postcards, book marks, paper coasters, playing
cards; book ends, paperweights, calendars and diaries; writing materials, bookplates and book marks, wrapping
paper, gift tags, table cloths, table mats and table napkins of paper, tissues, paper towels; paper gift bags
Publication of texts and books including online publishing; rental and hire of video and audio cassettes and
tapes; information services relating to books and printed publications; book club services; arranging and
conducting exhibitions for educational purposes; providing online electronic publications (not downloadable);
organisation of competitions; film production; presentation of live performances; provision of recreational
facilities; television entertainment, production of television programmes and radio programmes, educational
and instructional services for children, organisation of exhibitions for cultural or educational purposes
------------------------------------------------------------------------------------------------------------------------------
T29211GB WEEKEND TELEGRAPH Telegraph Group Limited 14/05/1965 879492
United Kingdom 14/05/1965 879492
16 16 Granted/Registered
Magazines (publications).
------------------------------------------------------------------------------------------------------------------------------
T29219GB YOUNG TELEGRAPH/young Telegraph Group Limited 28/09/1990 1442590
United Kingdom TELEGRAPH/YOUNG Telegraph (series 28/09/1990 1442590
of 3)
16 16 Granted/Registered
Newspapers, periodicals; printed publications, printed made from paper; all relating to young people; all
matter, paper and goods included in Class 16.
------------------------------------------------------------------------------------------------------------------------------
T44184US APOLLO The Spectator (1828) Limited 000000
Xxxxxx Xxxxxx of 30/07/1994 989308
America 16 16 Granted/Registered
------------------------------------------------------------------------------------------------------------------------------
T44443US TELEGRAPH MAGAZINE Telegraph Group Limited 06/11/2003 76/557578
United States of
America 16 16 Application Filed
Printed matter and publications, namely newspapers for general circulation, general feature magazines,
periodicals in the field of general interests, news and politics, sport, and domestic pursuits, namely
interior decoration, cooking, furnishing, handicrafts, gardening, fashion, art and books; printed charts;
stationery, pre-printed forms and score sheets, competitions, namely crosswords, entertainment, games and
sports competitions, chess competitions and free prize draws, folders, pens, printed plastic cards, all in
International Class 16.
------------------------------------------------------------------------------------------------------------------------------
96
------ --------------------------------------------------------------------------------------------------------------------
Report Generated: 27/05/04
------------------------------------------------------------------------------------------------------------------------------
Image K&S IRN Xxxx Owner Appln Date Appln No
Country Regn Date Regn No
Local Class(es) International Status on K&S Records
Goods Class(es)
------------------------------------------------------------------------------------------------------------------------------
T40293US THE DAILY TELEGRAPH Telegraph Group Limited 18/01/2001 76/195748
United States of 02/09/2003 2757953
America 16,41 16,41 Granted/Registered
Printed matter, printed publications, namely, newspapers for general circulation, general feature magazines,
periodicals in the field of news, politics, sports and domestic pursuits, printed graphs, paper, pre-printed
forms and score sheets and manuals in the field of sport, entertainment, and competitions, folders, pens, and
printed plastic filing cards.
Providing on-line newspapers, magazines, and periodicals in the field of news politics,
sports and domestic pursuits
------------------------------------------------------------------------------------------------------------------------------
T40294US THE SUNDAY TELEGRAPH Telegraph Group Limited 18/01/2001 76/195749
United States of
America 16 16 Accepted for Grant
Printed matter, printed publications, newspapers, magazines, periodicals, stationery, calendars, diaries,
pens, books, folders, graphs, pre-printed forms and score sheets, manuals, printed plastic cards.
------------------------------------------------------------------------------------------------------------------------------
T44442US THE SUNDAY TELEGRAPH MAGAZINE Telegraph Group Limited 16/10/2003 76/551616
United States of
America 16 16 Application Filed
Printed matter and publications, namely newspapers for general circulation, general feature magazines,
periodicals in the field of general interests, news and politics, sport, and domestic pursuits, namely
interior decoration, cooking, furnishing, handicrafts, gardening, fashion, art and books; printed charts;
stationery, pre-printed forms and score sheets, competitions, namely crosswords, entertainment, games and
sports competitions, chess competitions and free prize draws, folders, pens, printed plastic cards, all in
International Class 16.
------------------------------------------------------------------------------------------------------------------------------
This report was made using information taken from Xxxxxxx & Xxxxxx'x Inproma database, which may not always correspond
exactly with Official Patent Office data. Information not entered into our database, such as changes in title, renewal
information, or information relating to recent events, will not be reflected in the data. We can accept no
responsibility for errors or omissions. If you would like us to check the data in this report against the appropriate
Official Registers, please let us know. We may need to make a charge for such a check in view of the work involved and
the fact that in many countries Official Patent Office data can be obtained only on payment of an official fee and a
local agent's fee.
------------------------------------------------------------------------------------------------------------------------------
97
SCHEDULE 5
DOMAIN NAMES
-------------------------------------------------------------------------------
DOMAIN NAME REGISTRANT ORGANISATION
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1 xxxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
2. xxxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
3. xxxxxxxxx-xxxxxxxxx.xxx Telegraph Group Limited
-------------------------------------------------------------------------------
4. xxxxxxxxxx-xxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
5. xxxxxxxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
6. xxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
7. xxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
8. xxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
9. xxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
10. xxxxx.xx.xx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
11. xxxxxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
12. xxxxxxxxx-xxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
13. xxxxxxxxxxxxxxxxxxx.xxx Telegraph Group Limited
-------------------------------------------------------------------------------
14. xxxxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
15. xxxxxxxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
16. xxxxxxxxx-xxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
17. xxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
18. xxxxxxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
19. xxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
20. xxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
21. xxxxxxxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
22. xxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
23. xxxxxxxxx-xxxxxx.xxx Telegraph Group Limited
-------------------------------------------------------------------------------
24. xxxxxxx-xxxxxxx.xx.xx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
25. xxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
26. xxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
27. xxxxxxxxxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
28. xxxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
29. xxxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
30. xxxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
31. xxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
32. xxxxxxxxxxxxxxx.xxx Telegraph Group Limited
-------------------------------------------------------------------------------
33. xxxxxxxxx.xx.xx Xxxxxxxxx Telegraph New Media Ltd
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34. xxxxxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
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35. xxxxxxxxxxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
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36. xxxxxxxxxxxxxxxxxxxxxx.xxx Telegraph Group Limited
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37. xxxxxxxxxxxx-xxxxxx.xx.xx Telegraph Group Limited
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38. xxxxxxxxxxxxxxxx.xx.xx Xxxxxxxxx Telegraph New Media Ltd
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39. xxxxxxxxxxxx-xxxx.xx.xx Telegraph Group Limited
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98
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DOMAIN NAME REGISTRANT ORGANISATION
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40. xxxxxxxxxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
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41. xxxxxxxxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
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42. xxxxxxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
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43. xxxxxxxxxx.xxx Telegraph Group Limited
-------------------------------------------------------------------------------
44. xxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
45. xxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
46. xxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
47. xxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
48. xxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
49. xxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
50. xxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
51. xxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
52. xxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
53. xxxx.xxx Telegraph Group Limited
-------------------------------------------------------------------------------
54. xxxxxxxxxxxx-xxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
55. xxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
56. xxxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
57. xxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
58. xxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
59. xxxx.xxxx Telegraph Group Limited
-------------------------------------------------------------------------------
60. xxxxxxxxxxxxxx.xxxx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
61. xxxxxxxxx.xxx Telegraph Group Limited
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62. xxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
-------------------------------------------------------------------------------
63. xxxxxxxxxxxx.xx.xx Telegraph Publishing
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64. xxxxxxxxxxxxxxx.xx.xx Telegraph Publishing
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65. xxxxxxxxx.xx.xx Telegraph Publishing
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66. xxxxxxxxx.xx.xx Telegraph Publishing
-------------------------------------------------------------------------------
67. xxxxxxxxxxxxxxxxxxx.xx.xx Telegraph Publishing
-------------------------------------------------------------------------------
68. xxxxxxxxx.xx.xx Telegraph Group Limited
-------------------------------------------------------------------------------
69. xxxxxxxxxxxxxx.xx.xx Telegraph Publishing
-------------------------------------------------------------------------------
70. xxxxxxxxxxxxxxx.xx.xx Telegraph Publishing
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71. xxxxxxxxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited
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72. xxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd
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99
SCHEDULE 6
CONSIDERATION PAYMENTS
--------------------------------------------------------------------------------------------
VENDOR SHARES COMPLETION COMPLETION PAYMENT
PAYMENT IN POUNDS IN US DOLLARS
STERLING
--------------------------------------------------------------------------------------------
DT Holdings Limited A Ordinary Shares 100,547,935 12,734,826
--------------------------------------------------------------------------------------------
Second DT Holdings Limited A Ordinary Shares 375,941,442 47,614,590
-----------------------------------------------------------
B Ordinary Shares 200,580,604 25,404,391
--------------------------------------------------------------------------------------------
First DT Holdings Limited Preference Shares 5,291,986 -
--------------------------------------------------------------------------------------------
(POUND)682,361,967 $85,753,807
---------------------------------------
For the purposes of sub-clauses 3.1, 3.3, and 7.4 any adjustment pursuant to
clause 7 and any reduction in respect of amounts paid under or pursuant to the
Warranties or the Tax Deed or clause 10.9 shall be allocated to or borne by DT
Holdings Limited and Second DT Holdings Limited in proportion to the amount of
the Completion Payment receivable by them.
100
SCHEDULE 7
INTENTIONALLY LEFT BLANK
101
SCHEDULE 8
WORKING CAPITAL
PART 1 - INTRODUCTION
Working Capital shall be determined in accordance with the following accounting
policies, principles, practices, evaluation rules and procedures, methods and
bases:
(a) on a consistent basis with the principles adopted in Part 2 of this
Schedule 8;
(b) on a consistent basis with the Company's accounting policies,
principles, practices, evaluation rules, procedures and methodologies
as applied in the Accounts, provided that where there is a conflict
between their application in (i) the consolidated balance sheet
included in the Accounts and (ii) the consolidated profit and loss
account included in the Accounts, the application in the consolidated
balance sheet shall prevail.;
(c) on a consistent basis with UK GAAP, as at 31 December 2003.
In the event that there is any conflict between sub-clauses (a) to (c) above,
the application of (a) shall take precedence over that in sub-clauses (b) and
(c), and the application of (b) shall take precedence over that in sub-clause
(c).
Changes in accounting principles, conventions and methodologies after the date
of this agreement shall be ignored in the determination of Working Capital.
PART 2 - WORKING CAPITAL
Part 2 (a)
In this agreement except where specifically excluded in Part (b) of this clause,
Working Capital is defined as:
(i) Stock
PLUS
(ii) Trade debtors, other and sundry debtors, amounts receivable
from the Joint Venture Companies, prepayments and accrued
income (including clearing accounts)
PLUS
(iii) Bank, cash and deposits (excluding any sum in US dollars),
MINUS (iv) and (v) below
(iv) Trade creditors, other and sundry creditors, amounts payable
to the Joint Venture Companies, accruals and deferred income
(including clearing accounts);
(v) Corporation tax as defined in part 2(b) below;
102
Part 2(b)
The amounts pertaining to each of these Working Capital balances shall be as set
out in the Group consolidated balance sheet at the Working Capital Date,
reflecting consolidation adjustments consistent with the accounting policies,
principles, practices, procedures and methodologies as adopted in the Accounts.
Working Capital shall specifically exclude all of the account codes listed
below.
Account code Account narrative
B1000 Goodwill
B1500 Fixed assets cost control
B1501 Vista fixed assets cost control
B1690 Fixed assets depreciation
B1691 Vista fixed assets depreciation
B2100 Subsidiary investments
B2110 Associated investments
B2120 Other investments
B2830 Deferred printing
B2905 Sub company loans
B3606 Stationery stocks
B6506 Xxxxxxxxx expenses
B6507 Xxxxxxxxx International
B4400 Owed by subsidiary companies
B4700 Loans to parent companies
B4701 Owed to parent companies
B4850 Pensions prepayment
B4860 Dividends receivable
B5143 Christmas charity appeal
B6400 Owed to subsidiary companies
B6450 Owed to parent companies
B6920 Group relief payments
B7220 Loans from subsidiary companies
B7380 Loans from parent companies
B9105 Share capital
B9205 Share premium account
B9211 Capital redemption reserve
B9212 Non distributable reserve
B9215 Profit & Loss account
B6580 Dividends payable
B6597 Telegraph Christmas appeal
B4510 ACT recoverable
B6905 Corporation tax
B8115 Deferred tax
103
PERFORMANCE OF SPECIFIC CALCULATIONS AND THE APPLICATION OF METHODOLOGIES AND
FORMULAS
The Working Capital statement shall be prepared in accordance with the
methodologies and principles as detailed below.
--------------------------------------------------------------------------------
ACCOUNT CODE TREATMENT
ACCOUNT NARRATIVE
--------------------------------------------------------------------------------
B4125 ADVERTISING DEBT All customer balances relating to invoices dated
PROVISION up to and including the last day of the month
three months prior to the Working Capital Date
B4127 APOLLO ADVERTISING where the remittance has not been received by
PROVISION close of business on the tenth business day after
the Working Capital Date shall be 100% provided
B4250 CIRCULATION DEBT for, including the VAT element of those invoices.
PROVISION
In addition, customer balances relating to
invoices dated up to and including the Working
Capital Date where the account has been passed to
a debt collection agency, legal steps are being
taken to recover the debt or other notification
has been received that indicates that the balance
may be non-recoverable, and where the remittance
has not been received by close of business on the
tenth business day after the Working Capital Date,
shall be 100% provided for, including the VAT
element of those invoices.
These provisions shall be reduced to reflect
amounts of unallocated cash included in the sales
ledgers at close of business on the Working
Capital Date, where it can be reasonably
demonstrated that the unallocated cash relates to
amounts which would otherwise be provided for
under this policy
--------------------------------------------------------------------------------
B4126 CREDIT NOTE PROVISION The element of advertising customer invoices dated
up to and including the Working Capital Date which
has been disputed by the customer or where a
credit note has been requested by close of
business on the tenth business day after the
Working Capital Date, and where the remittance
--------------------------------------------------------------------------------
104
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has not been received by close of business on the
tenth business day after the Working Capital Date,
shall be 100% provided for, excluding the VAT
element of those invoices.
In addition, the credit note provision shall
include a general provision of (pound)0.275
million.
--------------------------------------------------------------------------------
B4128 REBATE PROVISION Customer rebates relating to advertising customer
invoices dated up to and including the Working
Capital Date shall be accrued at a rate
of(pound)100,000 per month, consistent with
previous months. No adjustment shall be made to
reduce the rebate provision to take account of
actual sales volumes in the period from 1 January
2004 to the Working Capital Date since these are
annual contracts and it is too early in the year
to forecast the final outturn.
The amount of the provision at the Working Capital
Date shall be reduced to reflect related actual
payments made up to and including the Working
Capital Date.
--------------------------------------------------------------------------------
B4235 JOHNSONS SALES Circulation revenues relating to titles
CONTROL (FOREIGN SALES distributed by Xxxxx for the period between the
EXCESS REVENUE ACCRUAL) last Xxxxx statement received and the Working
Capital Date shall be estimated by multiplying the
average rate received in respect of the last 12
month period notified by Xxxxx (being monies
remitted from Xxxxx for excess sales over the
amounts originally invoiced, after adjustment for
returns) and the actual volumes distributed in the
period between the last Xxxxx statement and the
Working Capital Date.
Circulation revenues relating to titles
distributed by Xxxx for the period between the
last Xxxx statement received and the Working
Capital Date shall be estimated by multiplying the
circulation rate as set in the budget for the year
ended 31 December 2004 (being monies remitted from
Xxxx for excess sales over the amounts originally
invoiced, after adjustment for returns) and the
actual volumes distributed in the period between
the last Xxxx statement and the Working Capital
--------------------------------------------------------------------------------
105
--------------------------------------------------------------------------------
Date.
The amounts receivable from Xxxxx and Xxxx shall
be reduced to reflect related actual payments
received up to and including the Working Capital
Date.
--------------------------------------------------------------------------------
B4267 JOHNSONS' CREDITS In the absence of actual sales notifications for
PROVISION (INFLIGHT COPIES the period to the Working Capital Date, an
CREDIT ACCRUAL) estimate of expected sales credits relating to
the period between the last Dawsons'
statement and the Working Capital Date
shall be made based upon the average
actual sales credits in the weekly sales
credit most recently notified by Dawsons
--------------------------------------------------------------------------------
B4289 REWARD POINTS A provision will be made in respect of any
residual period between the last statement from
BWA and up to and including the Working Capital
Date. This provision will be determined by
multiplying actual reward points earned by
participating retailers to the Working Capital
Date as advised by BWA by the 2.35p reward
reimbursement rate per reward point agreed with
BWA.
The amount of the provision at the Working Capital
Date shall be reduced to reflect related actual
payments made up to and including the Working
Capital Date.
--------------------------------------------------------------------------------
B4511 NEWSPAPER LICENSING Royalty income arising from titles distributed
between the last statement from the Newspaper
Licensing Association and the Working Capital Date
shall be estimated at a rate consistent with the
budget for the year ending 31 December 2004.
The receivable amount at the Working Capital Date
shall be reduced to reflect related actual
receipts up to and including the Working Capital
Date
--------------------------------------------------------------------------------
B4514 SYNDICATION ROYALTY In the absence of actual syndication royalties for
the period to the Working Capital Date, the
--------------------------------------------------------------------------------
106
--------------------------------------------------------------------------------
receivable will be estimated as the proportionate
share of the minimum guaranteed sums under the
terms of the syndication arrangements for the year
ending 31 December 2004.
The receivable amount at the Working
Capital Date will be reduced to reflect
related actual receipts up to and
including the Working Capital Date
--------------------------------------------------------------------------------
B4820 SUNDRY Prepayments will be accounted for using generally
PREPAYMENTS accepted principles. Within this account balance,
however, there will be the following accrued
income balances which will be calculated as
follows:
Enterprises revenue: Product Reader Offers will be
accrued based on partners' reports of goods
dispatched in the month. Travel Reader Offers will
be accrued based on partners' reports of holidays
taken in the month. Financial Services revenues
will be accrued at a rate based on the partners'
reports of the commissions earned. In the case
where the business is underwritten and the minimum
amount has not been achieved the minimum contract
amount will be accrued.
Weekly Telegraph: Revenues for the month ended on
the Working Capital Date will be the same sum as
that used for the previous month and aggregate
revenues accrued at the Working Capital Date will
therefore be that sum plus the aggregate revenues
accrued at the end of such previous month.
The accrued amount for both Enterprises and Weekly
Telegraph revenues will be reduced to reflect
related actual invoices up to and including the
Working Capital Date.
For the avoidance of doubt, no prepayment will be
recognised relating to any insurance policies that
terminate on the Working Capital Date.
--------------------------------------------------------------------------------
B6310 ACCOUNTS PAYABLE The accrual shall be fixed at(pound)0.8 million at
ACCRUALS the
--------------------------------------------------------------------------------
107
--------------------------------------------------------------------------------
ACCRUALS Working Capital Date. No accruals shall be
made in respect of uninvoiced fixed asset
purchases.
--------------------------------------------------------------------------------
B6311 REVERSING ACCRUALS All supplier invoices over(pound)10,000 received
by close of business on the tenth business day
after the Working Capital Date which relate to
goods and services received in the period up to
and including the Working Capital Date, not
separately accrued or provided for elsewhere,
shall be 100% provided for. (For clarification,
see also account B6310 which contains a general
provision to capture any other invoices for the
same period including those under(pound)10,000).
Where supplier invoices relating to goods and
services received in the period up to and
including the Working Capital Date have not yet
been received, best estimates of the liability
will be made. Specifically,
o Editorial accrual - A provision for
outstanding editorial costs shall be made
where an invoice has not been received and
the liability remains unpaid at the Working
Capital Date. The estimate shall be based
upon the total number of pages published for
each newspaper section, accrued at the rate
applied to that newspaper section in the
budget for the year ending 31 December 2004
in respect of the Daily Telegraph and Sunday
Telegraph titles. The estimate in respect of
magazines shall be based upon the actual
number of paginations outstanding, accrued
at the actual average rate for the period
from 1 January 2004 to the Working Capital
Date, to the extent that this number is
known by the tenth business day following
the Working Capital Date. If this figure is
not known by the tenth business day
following the Working Capital Date, the most
recent actual average rate for the period
from 1 January 2004 shall be applied.
o Advertising Bonuses - No accrual will be
made for annual bonuses which are
--------------------------------------------------------------------------------
108
--------------------------------------------------------------------------------
budgeted and accrued in December each year.
For Monthly, Quarterly and Six-monthly
bonuses, the accrual at the Working Capital
Date will be the actual bonuses expected to
be paid based on flash advertising results
for the period from 1 January 2004 to the
Working Capital Date (for the avoidance of
doubt the flash advertising figures are the
draft figures prepared shortly after the
period end prior to the finalisation of the
actual advertising results).
o Other departmental bonuses shall be accrued
at amounts in line with the budget for the
year ending 31 December 2004 (and phased in
accordance with that budget).
o Bad debt provision - the general bad debt
provision at the Working Capital Date shall
be fixed at (pound)0.5 million. For the
avoidance of doubt, this general bad debt
provision is in addition to those provisions
included in account codes B4125, B4127 and
B4250 above.
o Print and paper costs - a provision shall be
made to reflect costs incurred between the
date of the last supplier invoice and the
Working Capital Date. The provision shall be
estimated based upon actual print volumes at
the following rates:
o West Ferry - at actual rates (as
adjusted for discounts and savings) for
the period as notified by West Ferry
o PPML - at the rate invoiced by PPML in
respect of print volumes in the month
prior to the month ending on the Working
Capital Date (including the PPML
handling charge)
o Trafford Park - at actual rates (as
--------------------------------------------------------------------------------
109
--------------------------------------------------------------------------------
adjusted for discounts and savings) for
the period as notified by Trafford Park
The amount of the provision at the Working Capital
Date shall be reduced to reflect related actual
payments made up to and including the Working
Capital Date.
--------------------------------------------------------------------------------
B6315 ACCOUNTS PAYABLE The accrual shall be fixed at(pound)1.5 million at
VAT ACCRUAL the Working Capital Date. For the avoidance of
doubt, this accrual is made as an estimate for the
VAT element of invoices which have yet to be
approved on the accounting system at the period
end and therefore is in addition to amounts
relating to approved invoices already in the VAT
input and output accounts (B6605 and B6610).
--------------------------------------------------------------------------------
B6555 SUSPENSE ACCOUNT Travel invoices to be accrued based upon actual
notification of uninvoiced travel costs up to and
including the Working Capital Date from travel
agents.
The amount of the liability at the Working Capital
Date shall be reduced to reflect related actual
payments up to and including the Working Capital
Date
--------------------------------------------------------------------------------
B6560 SUNDRY CREDITORS The Lawn House Close provision shall be estimated
in accordance with Xxxxx-Head estimate of 22
January 2003 to reflect the cumulative potential
liability in respect of the period to the Working
Capital Date, as amended to reflect multipliers
indicated on current year rateable value
notifications.
In addition, specific provisions in relation to
the following items shall be fixed as follows: VAT
(partial provision) ((pound)0.1 million),
Newspaper Licensing Association ((pound)0.2
million) and NIC on retainers ((pound)0.2
million).
--------------------------------------------------------------------------------
110
--------------------------------------------------------------------------------
X0000 XXXXXXXXXX PROVISION The provision shall be fixed at (pound)0.32
million at the Working Capital Date.
The amount of the provision at the Working Capital
Date will be reduced to reflect related actual
payments up to and including the Working Capital
Date
--------------------------------------------------------------------------------
B6830 LIBEL CLAIMS The provisions shall be fixed at 31 May 2004.
B6850 LEGAL FEES ACCRUAL Where a final decision is reached by a court
without leave for appeal or where final settlement
is agreed in relation to a dispute up to and
including the tenth business day after the Working
Capital Date, the provision shall be reduced by
the excess of the provision no longer required, or
increased by the additional provisions required.
The amount of the provision shall be reduced to
reflect related actual payments made up to and
including the Working Capital Date.
No adjustment shall be made to increase or reduce
the provision in respect of new cases identified
or revised estimates in respect of existing cases
in the period after 31 May 2004.
Specifically, the accrual for legal fees shall
include a fixed provision for (pound)0.3 million
in respect of the American Class Action.
--------------------------------------------------------------------------------
B6860 SUNDRY ACCRUALS The provision in respect of outstanding expense
claims shall be fixed at (pound)0.235 million at
the Working Capital Date.
--------------------------------------------------------------------------------
B6870 UTQ & SHARE LIST UTQ and share list deferred revenue shall
DEFERRED REVENUE include:
o amounts invoiced to customers, but not yet
recognised as income in the period up to and
including the Working Capital Date, where
income is recognised evenly throughout the
invoice period;
o as reduced by amounts receivable from
--------------------------------------------------------------------------------
111
--------------------------------------------------------------------------------
customers in respect of uninvoiced sales up
to and including the Working Capital Date.
--------------------------------------------------------------------------------
B6878 OVERRIDING DISCOUNTS A provision in respect of any uninvoiced discounts
up to and including the Working Capital Date shall
be accrued at the rate determined for each
customer in the annual budget for the year ending
31 December 2004.
--------------------------------------------------------------------------------
B6880 ADVERTISING The provision shall be fixed at (pound)0.1 million
COMMISSIONS ACCRUAL at the Working Capital Date.
--------------------------------------------------------------------------------
B6884 VOUCHERS CREDITS A provision shall be established in respect of all
tactical vouchers and Advance Payment Plan
vouchers issued up to and including the Working
Capital Date and at the rate determined in the
budget in respect of each of those schemes for the
year to 31 December 2004.
The amount of the provision at the Working Capital
Date shall be reduced to reflect related actual
payments made up to and including the Working
Capital Date.
In addition, the provision will be reduced by
(pound)0.3 million (being the amount identified by
management as relating to 2003 schemes and
released to income in the three months to the
Working Capital Date).
--------------------------------------------------------------------------------
B6897 VOUCHERS HANDLING A provision shall be established at the rate
incurred in the month prior to the month ended on
the Working Capital Date in respect of all
vouchers issued up to and including the Working
Capital Date.
The amount of the provision at the Working Capital
Date shall be reduced to reflect related actual
payments made up to and including the Working
Capital Date.
--------------------------------------------------------------------------------
112
--------------------------------------------------------------------------------
CORPORATION TAX A provision shall be included for corporation tax
equal to "CT" less "IA", where:
"CT" means the aggregate of the amounts (or the
best estimate of the said amounts which can be
achieved based on the information available up to
and including 40 business days after Completion)
which would be payable to the Inland Revenue by
the Company and any Subsidiary in respect of
corporation tax for the period from 1 January 2004
to the Working Capital Date on the assumption that
1 January 2004 constitutes the beginning of an
accounting period (for the purposes of Section 12
ICTA 1988) and the Working Capital Date
constitutes the end of that accounting period,
calculated on the following bases (which shall
override the accounting policies, principles,
practices, evaluation rules and procedures,
methods and bases set out in Part 1 of this
Schedule 8):
o first on the basis of the CT Assumptions (to
the extent those assumptions are applicable
to the Company or Subsidiary in question)
o second, to the extent not inconsistent with
the CT Assumptions, in accordance with the
accounting policies, principles, practices,
evaluation rules, procedures and
methodologies applied in respect of the
corporation tax computation for the
accounting period of the Company and/or the
relevant Subsidiary ending on 31 December
2003;
o third, to the extent not inconsistent with
the first and second bases set out above, in
accordance with legal requirements;
o fourth, to the extent not inconsistent with
the first, second and third bases set out
above, in accordance with UK GAAP;
"CT ASSUMPTIONS" means the following assumptions
and methodologies relating to the computation of
the provision to be included as
--------------------------------------------------------------------------------
113
--------------------------------------------------------------------------------
corporation tax (the "tax provision") in the
Working Capital Statement (in accordance with
Schedule 8) and so that descriptions of amounts
used in this definition shall correspond to lines
of the same description (and shall include the
same categories of asset, income or expenditure as
appropriate) as in the draft tax computation of
the Company for the accounting period ended 31
December 2002 as disclosed to the Purchaser prior
to Completion (the "2002 TAX COMPUTATION"):
(i) the amount to be included in the
calculation of the tax provision in
respect of the following categories of
expenditure (which are disallowable for
the purposes of calculating the tax
provision) shall be determined on the
basis of a pro-rata time apportionment
(by reference to the length of the
accounting period deemed to end on the
Working Capital Date as a proportion of
twelve months) of the best reasonable
estimate at the Working Capital Date of
the amount to be included in the tax
computation for the twelve month period
commencing 1 January 2004:
(a) West Ferry reversal (in respect of
which the best reasonable estimate
at Completion of the amount to be
included in the tax computation for
the twelve month period commencing
1 January 2004 shall be determined
on the assumption that the
relationship with West Ferry
continues in the normal course
until 31 December 2004);
(b) pension charge;
(c) lease rentals in respect of cars
over (pound)8,000 and
(pound)12,000.
(ii) the proportion of each of the following
amounts accrued at the Working Capital
Date which shall be treated as
--------------------------------------------------------------------------------
114
--------------------------------------------------------------------------------
disallowable for the purposes of
calculating the tax provision shall be
the same as the proportion of the
relevant amount treated as disallowable
for the purposes of the 2002 Tax
Computation:
(a) executive restaurant entertaining;
(b) miscellaneous expenditure;
(c) legal fees (excluding libel costs)
(for the avoidance of doubt,
"legal fees" is a reference to the
line bearing that description in
the "Detailed Analysis of
Professional Fees" section of the
2002 Tax Computation and excludes
libel costs).
(iii) CT shall be calculated on the assumption
that no surrender of group relief is
made to or by the Company or any
Subsidiary in respect of the deemed
accounting period commencing on 1
January 2004 and ending on the Working
Capital Date (for the avoidance of
doubt, this assumption is made for the
purposes of calculating the tax
provision and shall not restrict actual
surrenders of group relief;
(iv) the opening balances for all pools of
expenditure qualifying for capital
allowances shall be determined by
reference to the closing balances of
those pools in the most recent draft of
the tax computation for the accounting
period ended 31 December 2003 available
at Completion;
(v) the opening balances for all pools of
expenditure shall be increased or
decreased by reference to actual
acquisitions or disposals (in each case
on or after 1 January and prior to the
Working Capital Date) of assets
affecting the relevant pools; provided
that it shall be assumed, in the case of
the Company
--------------------------------------------------------------------------------
115
--------------------------------------------------------------------------------
only, that (pound)50,000 of expenditure
relating to the said acquisitions does
not qualify for capital allowances; and
"IA" means an amount equal to the sum of:
o any instalment payment of corporation tax
paid on or prior to the Working Capital Date
in respect of the accounting period
commencing on 1 January 2004 pursuant to the
Corporation Tax (Instalment Payments)
Regulations (SI 1998/3175);
o any amount by which any such instalment
payment would have been increased but for
the assumed availability of a surrender of
group relief from the Sellers or any
associated company to the Company or any
Subsidiary in respect of the accounting
period commencing on 1 January 2004.
--------------------------------------------------------------------------------
NOTE ON GROUP GENERAL PROVISION
There is no single balance sheet account which contains all individual
provisions relating to amounts expensed through the Group General Provision line
of the Company's profit and loss account. However, such provisions are being
accrued at a rate which, in total, will generate a profit and loss account
charge of(pound)3m for the year ending December 2004 .
The accounts where provisions relating to this item will be made are: B6560
Sundry Creditors, B6850 Legal Fees, B6311 Reversing Accruals, B6590 Redundancy
Provision, B6825 Bonuses Provision.
NOTE ON D&O COVER
Working Capital shall not include or be reduced by any amount paid by any member
of the Group under sub-clause 10.6 of the Agreement and for the purposes of this
Schedule any such amount shall be deemed to have been paid after Completion.
116
SCHEDULE 9
ILLUSTRATIVE PRO-FORMA WORKING CAPITAL STATEMENT
(pound)000S
1. STOCK X
2. DEBTORS X
3. CASH AND BANK X
4. CREDITORS (X)
------
WORKING CAPITAL X
The Working Capital Statement will be prepared in accordance with
Schedule 8 and will be supported by a full list of individual account
codes and their balances.
For the avoidance of doubt the parties agree that the categorisation of
accounts within captions 1,2 and 4 above is merely for the purposes of
presentation and shall not interfere with the calculation of the total.
In calculating the total Working Capital normal accounting convention
will be applied to balances such that debit balances are positive
numbers and credit balances are negative numbers.
117
SCHEDULE 10
PERMITTED TRANSACTIONS
Settlement of Inter-Group Indebtedness
Inter group loans between any member of the Group and any member of the Vendors'
Group
Payments by any member of the Group for group relief
Settlement of Borrowed Money Indebtedness by any member of the Group
118
SIGNED by )
) /s/ Xxxxxx X. Paris
duly authorised for and on behalf ) ...............................
of DT HOLDINGS LIMITED ) (Director)
in the presence of: )
SIGNED by )
) /s/ Xxxxxx X. Paris
duly authorised for and on behalf ) ...............................
of FIRST DT HOLDINGS ) (Director)
LIMITED )
in the presence of: )
SIGNED by )
) /s/ Xxxxxx X. Paris
duly authorised for and on behalf ) ...............................
of SECOND DT HOLDINGS ) (Director)
LIMITED )
in the presence of: )
SIGNED by )
) /s/ Xxxxxx X. Paris
duly authorised for and on behalf ) ...............................
of XXXXXXXXX ) (CEO and Chairman)
INTERNATIONAL INC. )
in the presence of: )
119
SIGNED by )
) /s/ Xxxxx X. Xxxxxx
duly authorised for and on behalf ) ...............................
of PRESS ACQUISITIONS )
LIMITED in the ) (Director)
presence of: )
SIGNED by )
) /s/ Xxxxx X. Xxxxxx
duly authorised for and on behalf of) ................................
of HOLYROOD HOLDINGS )
LIMITED ) (Director)
in the )
presence of: )
120
