1
EDINBURGH
OUR REF GECS/CAN.22.5/TMCA
DATE February 2001
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Investment agreement
between
Inveresk Research Group Limited
Xxxxxx Xxxxx and others
and
Candover Investments PLC and others
The rights attaching to the shares and loan stock to which this investment
agreement relates are subject to the terms of an inter-creditor agreement to be
entered into by, inter alia, the Company (as defined herein) and Bear Xxxxxxx
Corporate Lending Inc. as agent and security trustee.
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[ABX LOGO]
0 XXXXXXXXXX XXXXXX
XXXXXXXXX XX0 0XX
DX EDINBURGH BOX NO 137 TEL 0000 000 0000
FAX 0000 000 0000
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THIS AGREEMENT IS MADE ON
between
(1) INVERESK RESEARCH GROUP LIMITED (registered number 198206) having its
registered office at Elphinstone Research Centre, Tranent, Edinburgh
EH33 2NE (the "Company");
(2) THE PERSONS whose names and addresses are set out in Schedule 1
(together the "Existing Managers" and each an "Existing Manager"); and
(3) THE PERSONS whose names and addresses are set out in Schedule 2
(together the "Investors" and each an "Investor")
WHEREAS
(A) The Existing Managers and the Investors are the holders of the entire
issued share capital of the Company, their current shareholdings being
set out in Schedule 3.
(B) The Further Investors have agreed to invest in the Company for the
purposes of and subject to the terms and conditions of this Agreement.
(C) The shareholdings in the Company following the investments contemplated
by this Agreement are set out in Schedule 4.
IT IS XXXXXX AGREED as follows:
1. Interpretation
1.1 Unless the context otherwise requires, the following expressions used in
this Agreement shall have the meanings set out below:
"Accountants' Report" means the report prepared by Xxxxxx Xxxxxxxx
relating to the Target Group and the documents annexed to such report
all in the Agreed Terms;
"Agreed Terms" means in the form, or substantially in the form,
initialled for purposes of identification by or on behalf of the parties
or, in the case of any document not so initialled, in the form executed
by the parties thereto prior to or contemporaneously with Completion;
"A Ordinary Shares" means cumulative convertible participating A
ordinary shares of pound sterling 1 each in the capital of the Company
having the rights, and being subject to the restrictions, set out in the
Articles;
"Articles" means the new articles of association of the Company in the
Agreed Terms;
"Bank" means Bear Xxxxxxx Corporate Lending Inc. as agent for and on
behalf of the Finance Parties (as such term is defined in the Facility
Agreement);
"B Ordinary Shares" means convertible B ordinary shares of Pound
Sterling1 each in the capital of the Company having the rights and being
subject to the restrictions set out in the Articles;
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"Business Day" means a day (excluding Saturdays) on banks are generally
open in London for the transaction of normal banking business;
"CCRW" means Xxxxxxxx Chance Xxxxxx & Xxxxx;
"CCRW Due Diligence Report" means a report in Agreed Terms by CCRW
addressed to, inter alia, the Company and the Investors' Agent
concerning legal due diligence they have conducted in relation to the
Target Group;
"Closing" means satisfaction of the Minimum Condition (as such term is
defined in the Merger Agreement) under the Tender Offer as provided for
in the Merger Agreement;
"Completion" means the occurrence of the events set out in Clause 3.1;
"Completion Date" means the date on which Closing occurs or such later
date as may be agreed in writing by the parties hereto;
"Environmental Report" means the report in the Agreed Terms prepared by
Xxxxx UK Limited in relation to certain environmental matters affecting
the Target Group addressed to, inter alia, the Company and the
Investors' Agent;
"Facility Agreement" means the facility agreement of even date with this
Agreement between, inter alia, the Bank and the Company in the Agreed
Terms;
"Further Investors" means the Investors other than RBS Mezzanine
Limited;
"Insurance Report" means the report in the Agreed Terms prepared by
Xxxxx UK Limited addressed to, inter alia, the Company and the
Investors' Agent;
"Investors' Agent" means Candover Partners Limited, 00 Xxx Xxxxxx,
Xxxxxx XX0X 0XX in its capacity as agent for the Further Investors;
"Loan Stock Instrument" means the loan stock instrument dated 4
September 1999 as amended by the New Loan Stock Instrument;
"Market Report" means the report in the Agreed Terms prepared by
Technomark Consulting Services in relation to the business of the Target
Group;
"Merger Agreement" means the agreement and plan of merger in the Agreed
Terms made between the Company, Indigo Acquisition Corp. and the Target
in the Agreed Terms in terms of which Indigo Acquisition Corp. shall
launch a tender offer for all of the outstanding stock of the Target and
if such tender offer is successful, in terms of which the merger of
Indigo Acquisition Corp. and the Target shall be effected;
"Merger Documents" means the Merger Agreement, the Stockholders
Agreement and all other documents executed in connection with either of
those documents;
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"New Loan Stock" means the pound sterling 44,734,481 loan stock of the
Company constituted or to be constituted by the Loan Stock Instrument;
"New Loan Stock Instrument" means the supplemental loan stock instrument
supplementing and varying the loan stock instrument dated 4 September
1999 in the Agreed Terms;
"Ordinary Shares" means ordinary shares of pound sterling 1 each in the
capital of the Company having the rights, and being subject to the
restrictions, set out in the Articles;
"Pensions Report" means the report in the Agreed Terms prepared by
Xxxxxxx X Xxxxxx Inc and Xxxxxxx X Xxxxxx Limited addressed to, inter
alia, the Company and the Investors' Agent;
"Reports" means the Accountants' Report, the CCRW Due Diligence Report,
the Environmental Report, the Insurance Report, the Market Report and
the Pensions Report and "Report" means any of them;
"Stockholders Agreement" means the stockholders agreement (as such term
is defined in the Merger Agreement) in the Agreed Terms;
"Subscription Shares" means the shares in the capital of the Company to
be subscribed for by the Further Investors as provided by this
Agreement;
"Target Group" means the Target and its subsidiaries;
"Target" means Clintrials Research Inc., a Delaware corporation;
"Target Stock" means the Company Common Stock (as such term is defined
in the Merger Agreement); and
"Tender Offer" means the Offer (as such term is defined in the Merger
Agreement).
1.2 Unless the context otherwise requires, where words and expressions used
in this Agreement are defined in the Companies Act 1985 (the "Act") such
words and expressions shall have the meanings attached to them
respectively by the Act.
1.3 References in this Agreement to any statute or statutory provision shall
be deemed to include references to any statute or statutory provision
which amends, extends, consolidates or replaces the same (other than any
such statute or statutory provision with retrospective effect to the
extent that it is retrospective) and except to the extent that any
amendments or modification enacted after the date of this Agreement
would extend or increase the liability of any party to any other party
under this Agreement and, save as aforesaid, to any order, regulation,
instrument or other subordinate legislation made thereunder.
1.4 Reference to "Recitals", "Clauses" and "Schedules" and to sub-divisions
thereof are to recitals and clauses of and the schedules to this
Agreement and sub-divisions thereof. The Schedules shall form part of
this Agreement.
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1.5 The headings in this Agreement are for convenience only and shall not
affect its construction or interpretation.
1.6 Unless the context otherwise requires:
1.6.1 words denoting the singular shall include the plural and vice versa;
1.6.2 words denoting a gender shall include all genders; and
1.6.3 references to persons shall include natural persons, bodies corporate,
unincorporated associations, partnerships, joint ventures, trusts or
other entities or organisations of any kind, including (without
limitation) government entities (or political subdivisions or agencies
or instrumentalities thereof).
2. Conditions precedent
2.1 Completion is conditional upon the satisfaction or fulfilment (or waiver
in writing or deemed waiver by the Investors' Agent) of the conditions
set out in Schedule 5 on or prior to the Completion Date and the same
continuing to be fulfilled or satisfied at Completion.
2.2 The Company shall use its reasonable endeavours to procure that the
conditions precedent set out in Schedule 5 are satisfied on or before
the Completion Date. The Company shall give notice promptly to the
Further Investors upon all such conditions precedent having become
satisfied or waived.
2.3 If the conditions set out in Schedule 5 are not satisfied on or before
the Completion Date, the Investors' Agent shall be entitled forthwith by
notice in writing to the Company to terminate this Agreement, whereupon
none of the parties hereto shall be under any liability whatsoever to
any other and the Further Investors shall not be bound to subscribe for
any share of the Company pursuant to this Agreement or otherwise.
2.4 The Investors' Agent may waive in writing (at its sole and absolute
discretion and whether on further terms and/or conditions or not as it
thinks fit) any or all of the conditions set out in Schedule 5 if they
have not been fully satisfied in accordance with Clause 2.1 and, unless
otherwise agreed, will be deemed to have so waived all of such
conditions upon the Further Investors making payment of the subscription
monies due on the Subscription Shares.
3. Completion and subsequent matters
3.1 Completion shall take place at 0 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx or such
other place as the parties shall agree on the Completion Date when the
Further Investors shall each subscribe (or provide that their respective
nominees subscribe) in cash for the number of A Ordinary Shares and
nominal amount of New Loan Stock and for the consideration set out
opposite their respective names in Schedule 2, each such subscription to
be by way of telegraphic transfer to such account or in such manner as
the Further Investors shall have been notified in writing by or on
behalf of the Company prior to the Completion Date; and, subject to the
Further Investors complying with these provisions, the Company shall
allot and issue the A Ordinary Shares and New Loan Stock to the Further
Investors (or their respective nominees) and shall enter the names of
the allottees in the register of members (or Loan
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Stock holders as appropriate) of the Company and shall issue and deliver
to the Further Investors share and Loan Stock certificates duly executed
by the Company for the shares and New Loan Stock subscribed by them (or
their respective nominees).
3.2 The proceeds of the subscription shall be used by the Company for the
purpose of paying part of the consideration due under the Tender Offer
and/or Merger Agreement and paying the costs and expenses in connection
with the acquisition of the Target Stock.
3.3 As soon as practicable following Completion the Company shall procure
that each of the Facility Agreement and the Merger Agreement is
completed to the extent not already completed.
3.4 The Investors hereby consent to the grant as soon as practicable
following Completion of the following exit based options over Ordinary
Shares:-
3.4.1 to Xxxxxx Xxxxx an option over 1,606 Ordinary Shares;
3.4.2 to Xxxxxxxx XxXxxx an option over 2,460 Ordinary Shares;
3.4.3 to Xxxx Xxxxxxxx an option over 5,460 Ordinary Shares; and
3.4.4 to Xxxxx Xxxxxxxx an option over 1,282 Ordinary Shares;
provided that each option shall be in a form approved by the Investors'
Agent, acting reasonably.
3.5 Each of the parties hereby consents to the transactions contemplated by
this Agreement (including, without limitation, the allotment and issue
to the Further Investors of the Subscription Shares). Each of the
parties shall execute all such other documents and do all such other
acts and things, or procure the execution of such other documents or the
performance of all such other acts and things, as shall be reasonably
required in order to perfect the transactions intended to be effected
under or pursuant to this Agreement.
4. Undertakings
The Company undertakes to the Investors that both before and after
Completion:
4.1 there will be no amendment, modification or variation of the terms or
conditions of the Merger Documents nor any waiver or consent granted
thereunder without the prior written consent of the Investors' Agent;
4.2 the Merger Agreement shall not be terminated after the Tender Offer has
closed; and
4.3 the Tender Offer will not be withdrawn after the Tender Offer has
closed.
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5. Transfers of A Ordinary Shares
Subject only to Completion taking place, RBS Mezzanine Limited agrees
and undertakes that it will gift up to 10,375 A Ordinary Shares to one
or more of the Further Investors as the Investors' Agent shall direct
and further agrees and undertakes to execute and deliver to the
Investors' Agent stock transfer forms to implement such transfers
promptly on demand.
6. Fees and expenses
The Company shall pay the Investors' Agent an arrangement fee equal to
pound sterling 420,000 (plus any VAT). Such fee shall be payable on the
date of this Agreement. All legal and accountancy fees (plus any
expenses and VAT) of the Further Investors in relation to this Agreement
shall be for the account of the Company and shall be payable on the date
of this Agreement or otherwise on demand.
7. Notices
7.1 Any notices or other document to be served under this Agreement may be
delivered or sent by facsimile to the party to be served at its address
appearing in this Agreement or at such other address as it may have
notified to the other parties in accordance with this Clause and shall
(where the party to be served is not an individual) be marked for the
attention of the individual specified in this Agreement or such other
individual as the relevant party may have notified to the other parties
in accordance with this Clause.
7.2 Any notice or document shall be deemed to have been served:
7.2.1 if delivered, at the time of delivery; or
7.2.2 if sent by xxxxxxxxx, the time of despatch.
7.3 In proving service of a notice or document it shall be sufficient to
prove that delivery was made or that the facsimile message was properly
addressed and despatched as the case may be.
8. Counterparts
This Agreement may be executed in any number of counterparts and by the
parties to it on separate counterparts, each of which shall be an
original, but all of which together shall constitute one and the same
instrument.
9. Applicable law
This Agreement shall be governed by and construed in accordance with
English law and all the parties hereto irrevocably submit to the
non-exclusive jurisdiction of the High Court in London as regards any
claim, dispute or matter arising out of or relating to this Agreement or
any of the documents to be executed pursuant to it.
AS WITNESS WHEREOF this Agreement has been executed on the date first above
written.
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Schedule 1
The Existing Managers
Name Address
---- -------
(1) Xxxxxx Xxxxx 00 Xxxxxxxx Xxxx, Xxxxxxxxx XX00 0XX
(2) Ian Sword 00 Xxxxxx Xxxx, Xxxxxxxxx XX00 0XX
(3) Xxxxxxx Xxxxxx 00 Xxxxxxxx Xxxx, Xxxxxxxxx XX00 0XX
(4) Xx Xxxxx Xxxxxxxx 00 Xxxxxxxxxx Xxxxxx (0X0), Xxxxxxxxx XX0 0XX
(5) Xx Xxxxxxxx XxXxxx Annefield, Lanark Road West, Balerno EH14 7BW
(6) Xx Xxxxx Xxxxxx 00 Xxxxxxxx Xxxx, Xxxxxxxxx XX00 0XX
(7) Xx Xxxxxx Xxxxxxxx 00 Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxx XX00 0XX
(8) Mr Xxxxx Xxxxxxx 8 Xxxxx Xxxxx, North Berwick EH39 4QX
(9) Xx Xxxxxxx Xxxxxxxxxxx The Larches, Netherlaw, North Berwick EH39 4RF
(10) Xx Xxxxx Xxxxxxxxx 00 Xxxxx Xxxxx, Xxxxxxxxx XX00 0XX
(11) Mr Xxxx Xxxxxxxx 0 Xxxxxx Xxxx, Xxxxxxxxx XX00 0XX
(12) Dr Xxxxxx Xxxxxxxx 00 Xxxxxxxxx Xxxx, Xxxxxxx Xxxx Xxxxxxx XX00 0XX
(13) Xx Xxxx Xxxxxxxxx 0 Xxxxxxxx Xxxx, Xxxxxxxxxx Xxxx Xxxxxxx XX00 0XX
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Schedule 2
The Investors
(1) (2) (3) (4)
Name & Address Number of New A Nominal Value of New Consideration
-------------- ---------------- --------------------- -------------
Ordinary Shares Loan Stock
--------------- ----------
pound sterling pound sterling
Candover Investments PLC 27,966 5,262,880 5,290,846
20 Old Xxxxxx
London EC4M 7LN
Candover (Trustees) Limited 3,107 Nil 3,107
20 Old Xxxxxx
London EC4M 7LN
Candover 1997 UK No 1 Limited 90,984 15,409,712 15,500,696
Partnership, 20 Old Xxxxxx, London
EC4M 7LN acting by their general
partner Candover Partners Limited
Candover 1997 UK No 2 Limited 28,340 4,799,747 4,828,087
Partnership, 20 Old Xxxxxx, London
EC4M 7LN acting by their general
partner Candover Partners Limited
Candover 1997 US No 1 Limited 75,541 12,794,062 12,869,603
Partnership, 20 Old Xxxxxx, London
EC4M 7LN acting by their general
partner Candover Partners Limited
Candover 1997 US No 2 Limited 25,419 4,305,036 4,330,455
Partnership, 20 Old Xxxxxx, London
EC4M 7LN acting by their general
partner Candover Partners Limited
Candover 1997 US No 3 Limited 12,771 2,163,044 2,175,815
Partnership), 20 Old Xxxxxx, London
EC4M 7LN acting by their general
Partner Candover Partners Limited
RBS Mezzanine Limited, 00 Xx Xxx Xxx Xxx
Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX
Xxxx Xxxxxxxx, 000 Xxxxxxxx Xxxxxx, 0,000 Xxx 00,000
Xxxx Xxxx, XX00000, Xxxxxx Xxxxxx
Total 265,519 44,734,481 45,013,609
===== ======= ========== ==========
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Schedule 3
Pre-Completion Shareholdings
(1) (2) (3)
--- --- ---
Name & Address Number and class of Shares Nominal value of loan stock
-------------- -------------------------- ---------------------------
Xx Xxxxxx Xxxxx, 00 Xxxxxxxx Xxxx, 00,000 Xxxxxxxx Xxxxxx Xxx
Xxxxxxxxx XX00 0XX
Xx Xxxxx Xxxxxx, 00 Xxxxxxxx Xxxx, 0,000 Ordinary Xxxxxx Xxx
Xxxxxxxxx XX00 0XX
Mr Xxxxxxx Xxxxxx, 14 Clackmae 0,000 Xxxxxxxx Xxxxxx Xxx
Xxxx, Xxxxxxxxx XX00 0XX
Xx Xxxxx Xxxxxxxx, 00 Xxxxxxxxxx 0,000 Ordinary Xxxxxx Xxx
Xxxxxx (0X0), Xxxxxxxxx XX0 0XX
Xx Xxxxxx Xxxxxxxx, 16 Craighall 3,000 Ordinary Shares Nil
Terrace, Musselburgh EH21 7PL
Xx Xxxxxxxx XxXxxx, Annefield, 3,000 Ordinary Shares Nil
Lanark Road West, Balerno EH14 7BW
Mr Xxxxx Xxxxxxx, 8 Xxxxx Xxxxx, 3,000 Ordinary Shares Nil
North Berwick EH39 4QX
Xx Xxxxxxx Xxxxxxxxxxx, The 3,000 Ordinary Shares Xxx
Xxxxxxx, Netherlaw, North Berwick
EH39 4RF
Xx Xxxxx Xxxxxxxxx, 18 White 3,000 Ordinary Shares Xxx
Xxxxx, Edinburgh EH10 7JQ
Mr Xxxx Xxxxxxxx, 0 Xxxxxx Xxxx, 0,000 Ordinary Xxxxxx Xxx
Xxxxxxxxx XX00 0XX
Dr Xxxxxx Xxxxxxxx, 34 Muirfield 3,000 Ordinary Shares Nil
Park, Gullane, East Lothian
EH32 2DY
Dr Xxx Xxxxx, 00 Xxxxxx Xxxx, 00,000 Xxxxxxxx Xxxxxx Xxx
Xxxxxxxxx XX00 0XX
Xx Xxxx Xxxxxxxxx, 8 Xxxxxxxx 3,000 Ordinary Shares Nil
Road, Longniddry, East Lothian
EH32 0NP
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(1) (2) (3)
--- --- ---
Name & Address Number and class of Shares Nominal value of loan stock
-------------- -------------------------- ---------------------------
Candover Investments PLC 46,895 A Ordinary Shares pound sterling 3,065,201
20 Old Xxxxxx
London EC4M 7LN
Candover (Trustees) Limited 5,210 A Ordinary Shares Nil
20 Old Xxxxxx
London EC4M 7LN
Candover 1997 UK No 1 Limited 152,564 A Ordinary Shares pound sterling 8,974,911
Partnership, 20 Old Xxxxxx, London
EC4M 7LN acting by their general
partner Candover Partners Limited
Candover 1997 UK No 2 Limited 47,521 A Ordinary Shares pound sterling 2,795,464
Partnership, 20 Old Xxxxxx, London
EC4M 7LN acting by their general
partner Candover Partners Limited
Candover 1997 US No 1 Limited 126,667 A Ordinary Shares pound sterling 7,451,506
Partnership, 20 Old Xxxxxx, London
EC4M 7LN acting by their general
partner Candover Partners Limited
Candover 1997 US No 2 Limited 42,622 A Ordinary Shares pound sterling 2,507,335
Partnership, 20 Old Xxxxxx, London
EC4M 7LN acting by their general
partner Candover Partners Limited
Candover 1997 US No 3 Limited 21,415 A Ordinary Shares pound sterling 1,259,798
Partnership, 20 Old Xxxxxx, London
EC4M 7LN acting by their general
partner Candover Partners Limited
RBS Mezzanine Limited, 42 St 16,715 A Ordinary Shares pound sterling 000,000
Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX
Xxxx Xxxxxxxx, 000 Xxxxxxxx Xxxxxx, 0,000 X Xxxxxxxx Xxxxxx Xxx
Xxxx Xxxx, XX00000, United States
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Schedule 4
Post-Completion Shareholdings
(1) (2) (3)
--- --- ---
Name & Address Number and class of Shares Nominal value of loan stock
-------------- -------------------------- ---------------------------
Xx Xxxxxx Xxxxx, 00 Xxxxxxxx Xxxx, 00,000 Xxxxxxxx Xxxxxx Xxx
Xxxxxxxxx XX00 0XX
Xx Xxxxx Xxxxxx, 00 Xxxxxxxx Xxxx, 0,000 Ordinary Xxxxxx Xxx
Xxxxxxxxx XX00 0XX
Mr Xxxxxxx Xxxxxx, 14 Clackmae 0,000 Xxxxxxxx Xxxxxx Xxx
Xxxx, Xxxxxxxxx XX00 0XX
Xx Xxxxx Xxxxxxxx, 00 Xxxxxxxxxx 0,000 Ordinary Xxxxxx Xxx
Xxxxxx (0X0), Xxxxxxxxx XX0 0XX
Xx Xxxxxx Xxxxxxxx, 16 Craighall 3,000 Ordinary Shares Nil
Terrace, Musselburgh EH21 7PL
Xx Xxxxxxxx XxXxxx, Annefield, 3,000 Ordinary Shares Nil
Lanark Road West, Balerno EH14 7BW
Mr Xxxxx Xxxxxxx, 8 Xxxxx Xxxxx, 3,000 Ordinary Shares Nil
North Berwick EH39 4QX
Xx Xxxxxxx Xxxxxxxxxxx, The 3,000 Ordinary Shares Xxx
Xxxxxxx, Netherlaw, North Berwick
EH39 4RF
Xx Xxxxx Xxxxxxxxx, 18 White 3,000 Ordinary Shares Xxx
Xxxxx, Edinburgh EH10 7JQ
Mr Xxxx Xxxxxxxx, 0 Xxxxxx Xxxx, 0,000 Ordinary Xxxxxx Xxx
Xxxxxxxxx XX00 0XX
Dr Xxxxxx Xxxxxxxx, 34 Muirfield 3,000 Ordinary Shares Nil
Park, Gullane, East Lothian
EH32 2DY
Dr Xxx Xxxxx, 00 Xxxxxx Xxxx, 00,000 Xxxxxxxx Xxxxxx Xxx
Xxxxxxxxx XX00 0XX
Xx Xxxx Xxxxxxxxx, 8 Xxxxxxxx 3,000 Ordinary Shares Nil
Road, Longniddry, East Lothian
EH32 0NP
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(1) (2) (3)
--- --- ---
Name & Address Number and class of Shares Nominal value of loan stock
-------------- -------------------------- ---------------------------
Candover Investments PLC 74,861 A Ordinary Shares 8,328,081
20 Old Xxxxxx
London EC4M 7LN
Candover (Trustees) Limited 8,317 A Ordinary Shares Nil
20 Old Xxxxxx
London EC4M 7LN
Candover 1997 UK No 1 Limited 243,548 A Ordinary Shares pound sterling 24,384,623
Partnership, 20 Old Xxxxxx, London
EC4M 7LN acting by their general
partner Candover Partners Limited
Candover 1997 UK No 2 Limited 75,861 A Ordinary Shares pound sterling 7,595,211
Partnership, 20 Old Xxxxxx, London
EC4M 7LN acting by their general
partner Candover Partners Limited
Candover 1997 US No 1 Limited 202,208 A Ordinary Shares pound sterling 20,245,568
Partnership, 20 Old Xxxxxx, London
EC4M 7LN acting by their general
partner Candover Partners Limited
Candover 1997 US No 2 Limited 68,041 A Ordinary Shares pound sterling 6,812,371
Partnership, 20 Old Xxxxxx, London
EC4M 7LN acting by their general
partner Candover Partners Limited
Candover 1997 US No 3 Limited 34,186 A Ordinary Shares pound sterling 3,422,842
Partnership, 20 Old Xxxxxx, London
EC4M 7LN acting by their general
partner Candover Partners Limited
RBS Mezzanine Limited, 42 St 16,715 A Ordinary Shares pound sterling 000,000
Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX
Xxxx Xxxxxxxx, 975 Xxxxxxxx 0,000 X Xxxxxxxx Xxxxxx Xxx
Xxxxxx, Xxxx Xxxx, XX00000,
Xxxxxx Xxxxxx
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Schedule 5
Conditions precedent
1. The Investors' Agent having received all of the following:
1.1 a certified true copy of the Merger Documents (and of all agreements,
indemnities, deeds and documents to be executed and/or delivered in
terms thereof) all as duly executed; and
1.2 evidence that there have been duly passed resolutions of the Company in
the Agreed Terms, inter alia, creating and authorising the allotment of
the Subscription Shares, adopting the Articles as the articles of
association of the Company and adopting the New Loan Stock Instrument.
2. The Minimum Condition (as such term is defined in the Merger Agreement)
having been satisfied in terms of the Merger Agreement.
3. The Company having confirmed (acting reasonably, in good faith and after
consultation with the Investors' Agent) to the Investors' Agent that all
conditions set out in Annex A of the Merger Agreement have been
satisfied or (with the consent of the Investors' Agent) waived.
4. The Company having confirmed (acting reasonably, in good faith and after
consultation with the Investors' Agent) to the Investors' Agent that no
event has occurred which has had a material adverse effect on the
financial condition of the Company and its subsidiaries taken as a
whole.
5. The Facility Agreement having become unconditional in all respects
except insofar as it is conditional upon this Agreement having become
unconditional and there having been no waiver, modification or variation
of its terms or conditions nor any waiver or consent granted thereunder
in any case without the prior written consent of the Investors' Agent.
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Signed as a deed for and on behalf of ) /s/ Xxxxxx Xxxxx
Inveresk Research Group Limited ) .......................................
by Xxxxxx Xxxxx, Director ) Director
and Xxxxxxx Xxxxxx, Director )
/s/ Xxxxxxx Xxxxxx
.......................................
Director
/s/ Xxxxxx Xxxxx
Signed as a deed by Xxxxxx Xxxxx ) .......................................
in the presence of this witness: ) Xxxxxx Xxxxx
/s/ Xxxx Xxxxxxxxx
Witness ..............................
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Edinburgh
Solicitor
/s/ Xxxxxx Xxxxx
Signed as a deed by Xxx Xxxxx ) .......................................
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
/s/ Xxxx Xxxxxxxxx
Witness ..............................
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Edinburgh
Solicitor
/s/ Xxxxxxx Xxxxxx
Signed as a deed by Xxxxxxx Xxxxxx ) .......................................
in the presence of this witness: ) Xxxxxxx Xxxxxx
/s/ Xxxx Xxxxxxxxx
Witness ..............................
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Edinburgh
Solicitor
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Signed as a deed by Xxxxx Xxxxxxxx ) /s/ Xxxxxx Xxxxx
.......................................
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
.............................
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Edinburgh
Solicitor
Signed as a deed by Xxxxxxxx XxXxxx ) /s/ Xxxxxx Xxxxx
.......................................
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
.............................
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Edinburgh
Solicitor
Signed as a deed by Xxxxx Xxxxxx ) /s/ Xxxxxx Xxxxx
.......................................
by Xxxxxx Xxxxx, her attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
.............................
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Edinburgh
Solicitor
Signed as a deed by Xxxxxx Xxxxxxxx ) /s/ Xxxxxx Xxxxx
.......................................
by Xxxxxx Xxxxx, her attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
.............................
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Edinburgh
Solicitor
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Signed as a deed by Xxxxx Xxxxxxx ) /s/ Xxxxxx Xxxxx
.......................................
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
..............................
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Edinburgh
Solicitor
Signed as a deed by Xxxxxxx Xxxxxxxxxxx ) /s/ Xxxxxx Xxxxx
.......................................
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
..............................
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Edinburgh
Solicitor
Signed as a deed by Xxxxx Xxxxxxxxx ) /s/ Xxxxxx Xxxxx
.......................................
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
..............................
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Edinburgh
Solicitor
Signed as a deed by Xxxx Xxxxxxxx ) /s/ Xxxxxx Xxxxx
.......................................
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxx Xxxxxxxxx
..............................
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Edinburgh
Solicitor
18
17
/s/ Xxxxxx Xxxxx
Signed as a deed by Xxxxxx Xxxxxxxx ) .......................................
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
/s/ Xxxx Xxxxxxxxx
Witness .............................
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Edinburgh
Solicitor
/s/ Xxxxxx Xxxxx
Signed as a deed by Xxxx Xxxxxxxxx ) .......................................
by Xxxxxx Xxxxx, his attorney ) Attorney
in the presence of this witness: )
/s/ Xxxx Xxxxxxxxx
Witness .............................
Full Name Xxxx Xxxxxxxx Xxxxxxxxx
Address 00 Xxxxxx Xxxxxx
Edinburgh
Solicitor
Signed as a deed for and on behalf of ) /s/ Xxx Xxxxx Xxxx
Candover Investments PLC ) .......................................
acting by Xxx Xxxxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
/s/ Xxxxxx Xxxxx
Witness .............................
Full Name Xxxxxx Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Edinburgh
Solicitor
19
18
Signed as a deed for and on behalf of ) /s/ Xxx Xxxxx Xxxx
Candover (Trustees) Limited ) .......................................
acting by Xxx Xxxxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
/s/ Xxxxxx Xxxxx
Witness ..............................
Full Name Xxxxxx Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Edinburgh
Solicitor
Signed as a deed for and on behalf of ) /s/ Xxx Xxxxx Xxxx
Candover 1997 UK No.1 Limited Partnership ) .......................................
acting by Xxx Xxxxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
/s/ Xxxxxx Xxxxx
Witness ..............................
Full Name Xxxxxx Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Edinburgh
Solicitor
Signed as a deed for and on behalf of ) /s/ Xxx Xxxxx Xxxx
Candover 1997 UK No 2 Limited Partnership ) .......................................
acting by Xxx Xxxxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
/s/ Xxxxxx Xxxxx
Witness ..............................
Full Name Xxxxxx Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Edinburgh
Solicitor
20
19
Signed as a deed for and on behalf of ) /s/ Xxx Xxxxx Xxxx
Candover 1997 US No 1 Limited Partnership ) .......................................
acting by Xxx Xxxxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxxxx Xxxxx
.............................
Full Name Xxxxxx Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Edinburgh
Solicitor
Signed as a deed for and on behalf of ) /s/ Xxx Xxxxx Xxxx
Candover 1997 US No 2 Limited Partnership ) .......................................
acting by Xxx Xxxxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxxxx Xxxxx
.............................
Full Name Xxxxxx Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Edinburgh
Solicitor
Signed as a deed for and on behalf of ) /s/ Xxx Xxxxx Xxxx
Candover 1997 US No 3 Limited Partnership ) .......................................
acting by Xxx Xxxxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxxxx Xxxxx
.............................
Full Name Xxxxxx Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Edinburgh
Solicitor
21
20
Signed as a deed for and on behalf of ) /s/ Xxx Xxxxx Xxxx
RBS Mezzanine Limited ) .......................................
acting by as its attorney ) Attorney
in the presence of this witness: )
Witness /s/ Xxxxxx Xxxxx
.............................
Full Name Xxxxxx Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Edinburgh
Solicitor
Signed as a deed for and on behalf of ) /s/ Xxx Xxxxx Xxxx
Xxxx Xxxxxxxx acting by Xxx Xxxxx Xxxx as his ) .......................................
attorney in the presence of this witness: ) Attorney
Witness /s/ Xxxxxx Xxxxx
.............................
Full Name Xxxxxx Xxxxxx Xxxxxxxx Xxxxx
Address 0 Xxxxxxxxxx Xxxxxx
Edinburgh
Solicitor
22
Contents Page
-------- ----
1. Interpretation 1
2. Conditions precedent 4
3. Completion and subsequent matters 4
4. Fees and expenses 5
5. Notices 6
6. Counterparts 6
7. Applicable law 6
Schedules
---------
Schedule 1 The Existing Manager
Schedule 2 The Investors
Schedule 3 Pre-Completion Shareholdings
Schedule 4 Post-Completion Shareholdings
Schedule 5 Conditions precedent
Agreed form of Documents
------------------------
1. Accountants' Report
2. Articles
3. CCRW Due Diligence Report
4. Environmental Report
5. Facility Agreement
6. Insurance Report
7. Merger Agreement
8. New Loan Stock Instrument
9. Market Report
10. Pensions Report
11. Stockholders Agreement
12. Resolutions (clause 1.2)
