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EXHIBIT 2.1 ----------- DATED 22 JUNE 2004 ------------------------------------------ DT HOLDINGS LIMITED - and - FIRST DT HOLDINGS LIMITED - and - SECOND DT HOLDINGS LIMITED - and - XXXXXXXXX INTERNATIONAL INC. - and - PRESS ACQUISITIONS LIMITED - and - HOLYROOD HOLDINGS LIMITED ---------------------------------------------------------------------------- AGREEMENT for the sale and purchase of shares in TELEGRAPH GROUP LIMITED ---------------------------------------------------------------------------- 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; 1 "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 2 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; 3 "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; 4 "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; 5 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; 6 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; 7 (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: 8 (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; 9 (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 10 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 ------- ---------------------------------------------------------------------------------------------------------------- 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 ------- ---------------------------------------------------------------------------------------------------------------- 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 ------ -------------------------------------------------------------------------------------------------------------------- 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 ------ -------------------------------------------------------------------------------------------------------------------- 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 ------ -------------------------------------------------------------------------------------------------------------------- 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 ------ -------------------------------------------------------------------------------------------------------------------- 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 ------ -------------------------------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------------------------------------------ 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 ------ -------------------------------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------------------------------------------ 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 ------ -------------------------------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------------------------------------------ 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 ------ -------------------------------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------------------------------------------ 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 ------ -------------------------------------------------------------------------------------------------------------------- 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 ------ -------------------------------------------------------------------------------------------------------------------- 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 ------ -------------------------------------------------------------------------------------------------------------------- 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 ------ -------------------------------------------------------------------------------------------------------------------- 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 ------ -------------------------------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------- 34. xxxxxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd ------------------------------------------------------------------------------- 35. xxxxxxxxxxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited ------------------------------------------------------------------------------- 36. xxxxxxxxxxxxxxxxxxxxxx.xxx Telegraph Group Limited ------------------------------------------------------------------------------- 37. xxxxxxxxxxxx-xxxxxx.xx.xx Telegraph Group Limited ------------------------------------------------------------------------------- 38. xxxxxxxxxxxxxxxx.xx.xx Xxxxxxxxx Telegraph New Media Ltd ------------------------------------------------------------------------------- 39. xxxxxxxxxxxx-xxxx.xx.xx Telegraph Group Limited ------------------------------------------------------------------------------- 98 ------------------------------------------------------------------------------- DOMAIN NAME REGISTRANT ORGANISATION ------------------------------------------------------------------------------- 40. xxxxxxxxxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd ------------------------------------------------------------------------------- 41. xxxxxxxxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd ------------------------------------------------------------------------------- 42. xxxxxxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited ------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------- 62. xxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd ------------------------------------------------------------------------------- 63. xxxxxxxxxxxx.xx.xx Telegraph Publishing ------------------------------------------------------------------------------- 64. xxxxxxxxxxxxxxx.xx.xx Telegraph Publishing ------------------------------------------------------------------------------- 65. xxxxxxxxx.xx.xx Telegraph Publishing ------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------- 71. xxxxxxxxxxxxxxxxxxxxxx.xx.xx Telegraph Group Limited ------------------------------------------------------------------------------- 72. xxxxxxxxxxxxxx.xxx Xxxxxxxxx Telegraph New Media Ltd ------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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