EXHIBIT 12.A
DATED 30 NOVEMBER, 2002 WITH EFFECT FROM 29 NOVEMBER, 2002
TRIEF CORPORATION S.A.
- and -
BEHEER- EN BELEGGINGSMAATSCHAPPIJ TEWINA B.V.
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Call Option Agreement relating to shares in
Trader Classified Media NV
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XXXXXXXXX AND MAY
Xxx Xxxxxxx Xxx
Xxxxxx, XX0X 0XX
TP023290001_26.doc
(PWHB/RDXL)
CALL OPTION AGREEMENT
THIS AGREEMENT is made on 30 November, 2002 with effect from 29 November, 2002
BETWEEN:
1. TRIEF CORPORATION S.A. a company registered under the Trade and Commercial
Registry of the city of Luxembourg under section B, number 50 162 with its
registered office at L - 1050 Dommeldange, 00, xxx xx Xxxxxx, Xxxxxxxxxx
("TRIEF"); and
2. BEHEER- EN BELEGGINGSMAATSCHAPPIJ TEWINA B.V., a private limited liability
company (besloten vennootschap met beperkte aansprakelijkheid) organised
under the laws of The Netherlands, having its registered office at
Parnassustoren, Xxxxxxxxxxxxx 0, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx
("TEWINA").
WHEREAS:-
(A) Trader Classified Media NV (the "COMPANY") is a company limited by shares
incorporated in the Netherlands.
(B) Tewina has agreed to grant a call option to Trief on the terms hereinafter
contained.
NOW IT IS HEREBY AGREED:
1. DEFINITIONS
In this Agreement:
(A) the following expressions bear the following meanings namely:-
"BUSINESS DAY" any day (excluding Saturday) on which
commercial banks settle payments and are
ordinarily open for general business
(including dealings in foreign exchange
and foreign currency deposits) in London
and which is a TARGET Settlement Day;
"CALCULATION AGENT" means the Calculation Agent appointed
under the Equity Swap Transaction;
"CALL OPTION AGREEMENTS" means this Agreement and the other call
option agreement concluded between the
parties hereto on the date hereof;
"CASH DISTRIBUTION" means in relation to a Share, any cash
dividend, interest or other cash amount
paid by the Company on or in respect of
such Share;
"COMPLETION" means completion of the sale and
purchase of the Option Shares in
accordance with the terms and
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conditions of this Agreement;
"CREDIT SUPPORT DOCUMENT" means the deed of guarantee in terms of
which the Credit Support Provider
guarantees the obligations of Tewina
under this Agreement and the notarial
deed of pledge securing the obligations
under such guarantee, each dated as of
the date of this Agreement;
"CREDIT SUPPORT PROVIDER" means Xxxxxx S.A.;
"DELISTING EVENT" means any of the following:
(a) all or a substantial part of the
Shares or all the assets or
substantially all the assets of the
Company are nationalised,
expropriated or are otherwise
required to be transferred to any
governmental agency, authority or
entity;
(b) by reason of the voluntary or
involuntary liquidation, bankruptcy
or insolvency of, or any analogous
proceeding affecting the Company,
or by reason of any legal or
regulatory restriction, a majority
of the holders of the Shares become
legally prohibited or restricted in
transferring them or receiving
value for them, in each case other
than in the circumstances of a
solvent reconstruction;
(c) the majority of the Shares are
suspended from quotation on the
Exchange for a continuous period of
more than 5 Business Days; or
(d) the majority of the Shares are
delisted from the Exchange or an
announcement is made by the
Company, the Exchange or any other
regulatory or governmental agency,
authority or entity that such
delisting is to take place in
circumstances where no other
listing on a European stock
exchange takes place at or prior to
the time of such delisting;
"EFFECTIVE DATE" is the same date as the Effective Date
in the Equity Swap Confirmation;
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"EQUITY SWAP CONFIRMATION" means the confirmation dated as at 29
November, 2001 evidencing the Equity
Swap Transaction;
"EQUITY SWAP TRANSACTION" means the equity swap transaction in
relation to the Shares between Floscule
B.V. and Credit Agricole Lazard
Financial Products Bank;
"EXCHANGE" means le Premier Marche of the Paris
Stock Exchange (or any successor
thereto);
"EXPIRATION DATE" means 1 June, 2005 subject to adjustment
in accordance with the Modified
Following Business Day Convention and
subject to adjustment in terms of Clause
3(B);
"GROUP" means Figema Xxxxx, Xxxxxx
Investissement and/or any subsidiary of
Xxxxxx Investissement;
"MERGER EVENT" means any consolidation, amalgamation or
merger of the Company with or into
another entity;
"MODIFIED FOLLOWING has the meaning given in Section 4.12 of
BUSINESS DAY the 2000 ISDA Definitions published by
CONVENTION" the International Swaps and Derivatives
Association, Inc;
"NON-CASH DISTRIBUTION" means in relation to a Share, any
shares, securities, rights or other
property of whatsoever nature (other
than any Cash Distribution) distributed
by the Company on or in respect of such
Share;
"OPTION" means the option granted under Clause 2
of this Agreement;
"OPTION NOTICE" means a notice in the form set out in
Schedule 1;
"OPTION PERIOD" means, in respect of the Option Shares,
the period commencing 10 days prior to
the Expiration Date up to (and
including) the Expiration Date;
"OPTION SHARES" means such number of Shares, being not
more than 1,250,000, as Trief shall
elect to purchase (and subject to
adjustment in accordance with Clause 7);
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"POTENTIAL ADJUSTMENT EVENT" means any of the following:
(a) a subdivision, consolidation or
reclassification of Shares;
(b) a reconstruction of the Company;
(c) a distribution of assets of the
Company;
(d) a reduction of share capital of the
Company;
(e) a Cash Distribution;
(f) any Non-Cash Distribution; or
(g) any other event that may, in the
opinion of the Calculation Agent,
have a diluting or concentrative
effect on the theoretical value of
the Shares;
"PUT OPTION AGREEMENT" means the put option agreement concluded
between Xxxxxx Investissement and Tewina
on the date hereof;
"SHARES" means class A common shares in the
capital of the Company with a nominal
value of EURO 0.16 per share; and
"TARGET SETTLEMENT DAY" has the meaning given in Section 1.8 of
the 2000 ISDA Definitions published by
the International Swaps and Derivatives
Association, Inc.
(B) the singular includes the plural and vice versa, the masculine gender
includes the feminine, and reference to natural persons include bodies
corporate. Reference to Clauses, sub-Clauses and Schedules are to
Clauses, sub-Clauses and Schedules of this Agreement, and the headings
are for convenience only.
(C) a reference to any agreement, document, statute or statutory provision
shall be construed as a reference to the same as it may have been, or
may from time to time be, amended, modified or re-enacted;
(D) the Schedules form part of this Agreement and shall have the same
force and effect as if expressly set out in the body of this
Agreement, and any reference to this Agreement shall include the
Schedules.
2. OPTION
(A) In consideration of a payment of EURO 1 by Trief to Tewina (the
sufficiency and receipt of which is hereby acknowledged by Tewina),
Tewina grants to Trief the
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right (the "OPTION") to serve on Tewina an Option Notice in respect of
the Option Period requiring Tewina to sell to Trief or its nominee (as
Trief shall designate in writing) all, but not some only, of the
Option Shares for the Option Period in accordance with the provisions
of this Agreement. Upon service of an Option Notice Tewina shall be
bound to sell the Option Shares to Trief in accordance with the terms
of this Agreement.
Once served, the Option Notice may only be revoked by Trief (provided
that it has received the prior written consent of Tewina).
(B) The Option Notice may be served by Trief at any time during the Option
Period.
(C) Any Option Notice
(i) may only be served by fax or in writing and delivered in
person or by courier on a Business Day during the Option
Period;
(ii) must be served at or prior to 16h30 London time for it to
be effective on that Business Day. Any Option Notice
served after such time will be deemed to have been served
on the immediately following Business Day and will
therefore take effect on that following Business Day.
(iii) shall be substantially in the form set out in Schedule 1.
(D) It is hereby agreed that the maximum number of Shares that Tewina (or,
to the extent relevant, its Assignee) can be obliged to deliver under
the Put Option Agreement and the Call Option Agreements will not
exceed 11,000,000 Shares in aggregate. Therefore, the number of Shares
that Tewina (or, to the extent relevant, its Assignee) may be obliged
to deliver under the Call Option Agreements will be reduced by the
number of Shares that Tewina (or, to the extent relevant, its
Assignee) may have elected to deliver under the Put Option Agreement
provided that if there is a default in delivering any Shares under the
Put Option Agreement the number of Shares that can be called for under
the Call Option Agreements will be retroactively adjusted to take
account of such default (subject always to the 11,000,000 Share cap as
noted above).
3. LAPSE
(A) The Option, except to the extent that it is exercised by service of
the Option Notice pursuant to the provisions of Clause 2 above, shall
lapse on the expiry of the Option Period.
(B) If the Equity Swap Transaction is terminated due the exercise of
amortisation rights so that there are no further shares the subject of
the Equity Swap Transaction, the Expiration Date shall be deemed to be
the date falling 10 days after the date on which the Equity Swap
Transaction is so terminated. Tewina shall notify Trief of the date on
which the Equity Swap Transaction so terminates
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and of the amended Expiration Date, such notice to be given prior to
the date of termination of the Equity Swap Transaction.
4. PRICE
(A) The price payable in respect of an Option Share pursuant to the Option
Notice (the "OPTION PRICE") shall be an amount calculated in
accordance with the following formula:
(Notional + Fees)*(1 + Interest + Margin)(MAT)
----------------------------------------
5,500,000
where:
Notional = the product of 5,500,000 and EURO 7.00
Fees = Euro 650,000
Interest = a rate equal to the Initial Zero Coupon Rate
determined in accordance with the Equity Swap
Confirmation
Margin = 0.75 per cent.
Mat = number of days in the period from (and including)
the Effective Date to (and excluding) the
Expiration Date, divided by 365
(B) The Option Price is subject to adjustment in accordance with the
provisions of Clause 7.
5. COMPLETION
(A) Completion of the sale and purchase of the Option Shares shall take
place at the offices of the Company on the day that is 3 Business Days
after the Expiration Date in each case, or at such other place or on
such other date as may be agreed between the parties.
(B) On Completion Tewina shall deliver to Trief:
(i) duly executed instruments of transfer in favour of Trief
(or as it may direct in writing); and
(ii) such waivers or consents as may be required by law, any
regulatory requirement, the articles of association of the
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Company or any agreement to which the Company is a party
to enable Trief (or its nominee) to be registered as
holder of the Option Shares.
(C) Against compliance by Tewina with its obligations under Clause 5(B)
above, Trief will on Completion pay (or procure payment) to Tewina of
the price for the Option Shares calculated in accordance with Clause 4
above.
(D) If any payment between the parties is subject to any deduction for
taxes, levies, duties, charges, imposts or withholdings imposed by law
such additional amounts shall be paid by the party obliged to make
such a deduction so as to ensure that the net amount received by the
other party is equal to the full amount payable to that party under
this Agreement.
6. REORGANISATION
(A) Subject and without prejudice to Clause 7(C), in the event of the
Company undergoing any reorganisation or variation in or of its
capital, references in this Agreement to the Option Shares shall be
deemed to extend to any shares in the Company derived from the Option
Shares, any new shares in the Company of any class which may be issued
to Tewina pursuant to the rights attached to or in respect of the
Option Shares and any shares into which Option Shares may be
converted.
(B) The reference in Clause 5 to "duly executed instruments of transfer"
shall be deemed to extend to such other documents passing title or
rights to any such shares as are mentioned above as may be
appropriate, in all cases duly executed or completed by Tewina and the
Company.
7. ADJUSTMENT
(A) Each party shall notify the other promptly following any Delisting
Event or Merger Event. The parties agree that this Agreement shall be
amended in the same way, MUTATIS MUTANDIS, as the Equity Swap
Confirmation as may be necessary to restore this Agreement to its
economic value to both parties immediately prior to such event.
(B) If it is determined in accordance with the provisions of the Equity
Swap Confirmation that no amendments are possible so as adequately to
restore the Equity Swap Transaction to its economic value to both
parties immediately prior to such event and that the Equity Swap
Transaction is to be terminated, an Event of Default (as defined
below) shall be deemed to have occurred and a notice pursuant to
Clause 9 served, on the day designated as the early termination date
in respect of the Equity Swap Transaction. The Early Expiration Date
shall be deemed to be the day that is 20 Business Days following the
early termination date in respect of the Equity Swap Transaction.
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(C) Following the declaration by the Company of the terms of, or the
occurrence of, any Potential Adjustment Event, the parties agree that
this Agreement shall be amended in the same way, MUTATIS MUTANDIS, and
with effect from the same date as the Equity Swap Confirmation is to
be amended to account for the effect of such Potential Adjustment
Event and so that the value of this transaction for both parties shall
as nearly as possible remain unchanged.
(D) Any disputes between the parties with regard to allocation of costs
and expenses shall be resolved by an independent firm of chartered
accountants appointed by agreement between the parties or failing
agreement within 14 days of a notice from one party to the other
requiring such agreement, by the President of the Institute of
Chartered Accountants of England and Wales (the "INDEPENDENT
ACCOUNTANT"). The Independent Accountant shall act as expert and not
as arbitrator and his determination shall be final and binding on the
parties except in the event of manifest error. The fees and expenses
of the Independent Accountant shall be borne equally between the
parties.
8. REPRESENTATIONS AND WARRANTIES
(A) Each party represents, warrants and undertakes to the other that it
has power under its memorandum and articles of association, and all
authorisations, approvals, consents and licences required by it have
been obtained and are in full force and effect, to permit the entry
into this Agreement and the transactions contemplated by it in the
manner set out herein, and this Agreement has been duly authorised and
executed by, and constitutes legally binding obligations of it, and
with respect to the sale and purchase of the Option Shares, will not
cause any breach of law, rule, order or regulation applicable to them.
(B) Except in the case of fraud, no party shall have any right of action
against any other party to this Agreement arising out of or in
connection with any draft, agreement, undertaking, representation,
warranty, promise, assurance or arrangement of any nature whatsoever,
whether or not in writing, relating to the subject matter made or
given by any person at any time prior to the date of this Agreement
except to the extent that it is repeated in this Agreement.
(C) Each party represents, warrants and undertakes to the other (i) it has
consulted with its own legal, regulatory, accounting, tax, financial
and investment advisors to the extent it has deemed necessary with
regards to the matters contemplated by this Agreement (ii) it has made
its own independent decisions based upon its own judgment and upon any
advice from such advisors as it has deemed necessary and (iii) it has
a full understanding of the risks and benefits of this Agreement and
is capable of assuming and assumes (financially and otherwise) such
risks. It is not relying on any communication (written or oral) of the
other party as advice or as a recommendation to enter into this
Agreement and no communication (written or oral) received from the
other party shall be deemed to be an assurance or guarantee as to the
expected results of the arrangements contemplated by this Agreement.
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9. EVENTS OF DEFAULT.
9.1 The occurrence at any time with respect to Tewina or, if applicable, the
Credit Support Provider, of any of the following events constitutes an
event of default (an "EVENT OF DEFAULT"):
(A) failure by Tewina to make, when due, any payment under this Agreement
or delivery under Clause 5(B) required to be made by it if such
failure is not remedied on or before the third Business Day after
notice of such failure is given to Tewina;
(B) failure by Tewina to comply with or perform any agreement or an
obligation (other than an obligation to make any payment under this
Agreement or delivery to be complied with or performed by Tewina in
accordance with this Agreement) if such failure is not remedied on or
before the thirtieth day after notice of such failure is given to
Tewina;
(C) a representation or warranty made or repeated or deemed to have been
made or repeated by Tewina in this Agreement proves to have been
incorrect or misleading in any material respect when made or repeated
or deemed to have been made or repeated;
(D) Tewina or the Credit Support Provider:
(i) is dissolved (other than pursuant to a consolidation,
amalgamation or merger);
(ii) becomes insolvent or is unable to pay its debts or fails
or admits in writing its inability generally to pay its
debts as they become due;
(iii) makes a general assignment, arrangement or composition
with or for the benefit of its creditors other than in
circumstances of a solvent reconstruction;
(iv) institutes or has instituted against it a proceeding
seeking a judgment of insolvency or bankruptcy or any
other relief under any bankruptcy or insolvency law or
other similar law affecting creditors' rights, or a
petition is presented for its winding-up or liquidation,
and, in the case of any such proceeding or petition
instituted or presented against it, such proceeding or
petition
(a) results in a judgment of insolvency or bankruptcy
or the entry of an order for relief or the making
of an order for its winding-up or liquidation; or
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(b) is not dismissed, discharged, stayed or restrained
in each case within 30 days of the institution or
presentation thereof;
(v) has a resolution passed for its winding-up, official
management or liquidation (other than pursuant to a
consolidation, amalgamation or merger);
(vi) seeks or becomes subject to the appointment of an
administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official for
it or for all or substantially all its assets;
(vii) has a secured party take possession of all or
substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied,
enforced or sued on or against all or substantially all
its assets and such secured party maintains possession, or
any such process is not dismissed, discharged, stayed or
restrained, in each case within 30 days thereafter;
(viii) causes or is subject to any event with respect to it
which, under the applicable laws of any jurisdiction, has
an analogous effect to any of the events specified in
Clauses 9.1(D)(i) to (vii) (inclusive); or
(ix) takes any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the
foregoing acts;
(E) Tewina or the Credit Support Provider consolidates or amalgamates
with, or merges with or into, or transfers all or substantially all
its assets to, another entity and, at the time of such consolidation,
amalgamation, merger or transfer the resulting, surviving or
transferee entity fails to assume all the obligations of Tewina under
this Agreement or the Credit Support Provider under the Credit Support
Documentation by operation of law or pursuant to an agreement
reasonably satisfactory to Trief;
(F) As regards the Credit Support Provider and the Credit Support
Document:
(i) failure by Tewina or the Credit Support Provider to comply
with or perform any agreement or obligation to be complied
with or performed by it in accordance with any Credit
Support Document if such failure is continuing after any
applicable grace period has elapsed;
(ii) the expiration or termination of such Credit Support
Document or the failing or ceasing of such Credit Support
Document to be in full force and effect for the purpose of
this Agreement (in either case other than in accordance
with its terms) prior to the
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satisfaction of all obligations of such party under each
transaction to which such Credit Support Document relates
without the written consent of Trief; or
(iii) Tewina or such Credit Support Provider disaffirms,
disclaims, repudiates or rejects, in whole or in part, or
challenges the validity of, such Credit Support Document.
9.2 If at any time an Event of Default has occurred and is then continuing,
then Trief may, by not more than 20 Business Days notice to Tewina
specifying the relevant Event of Default, designate a day not earlier than
the day such notice is effective as an EARLY EXPIRATION DATE in respect of
the Option.
9.3 If an Early Expiration Date is designated in accordance with Clause 9.2,
then:
(A) the Option Period shall be the period commencing on the date on which
the notice pursuant to Clause 9.2 is served until the Early Expiration
Date;
(B) the Expiration Date shall be deemed to be the Early Expiration Date.
9.4 For the avoidance of doubt, it is hereby stated that save in respect of the
provisions of Clause 9.2, there is no other event or circumstance
whatsoever (including for the avoidance of doubt the occurrence of an Event
of Default or Termination Event under the Equity Swap Transaction (as each
term is defined therein) that is not an Event of Default under Clause 9.1)
that shall entitle Trief or its permitted assignee to serve an Option
Notice prior to the commencement of the Option Period.
10. ASSIGNMENT
(A) Trief may not assign or purport to assign all or any part of the
benefit of, or its rights or benefit under, this Agreement otherwise
than to a member of Trief's Group.
(B) Tewina may not assign or purport to assign all or any part of the
benefit of, or its rights or benefit under, this Agreement.
11. CONFIDENTIALITY
(A) Subject to sub-Clause (B) below, each party shall treat as strictly
confidential and shall not use or disclose all or any information
received or obtained as a result of entering into or performing this
Agreement which relates to:
(i) the negotiations relating to this Agreement;
(ii) the subject matter of this Agreement; or
(iii) the Company.
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(B) Either party may disclose information which would otherwise be
confidential if and to the extent:
(i) required by the law of any relevant jurisdiction; or
(ii) required by any securities exchange or regulatory or
governmental body to which any party is subject or submits,
wherever situated, whether or not the requirement for
information has the force of law; or
(iii) required to vest the full benefit of this Agreement in that
party; or
(iv) disclosed to the professional advisers, auditors and bankers of
that party; or
(v) the information has come into the public domain through no fault
of that party; or
(vi) disclosed to the Calculation Agent or a member of the
Calculation Agent's Group;
(vii) the other party has given prior written approval to the
disclosure, such approval not to be unreasonably withheld or
delayed.
(C) The restrictions contained in this Clause shall continue to apply
after the Expiration Date hereunder for a period of 18 months.
12. COUNTERPARTS
This Agreement may be executed in any number of counterparts and all of
such counterparts taken together shall be deemed to constitute one and the
same Agreement and shall become effective when each of the parties hereto
shall by its duly authorised signatory have signed a counterpart copy
hereof (whether the same or different copies).
13. CONTRACTS (RIGHTS OF THIRD PARTIES) XXX 0000
Subject to the provisions of Clause 10, the parties to this Agreement do
not intend that any term of this Agreement should be enforceable, by virtue
of the Contracts (Rights of Third Parties) Xxx 0000, by any person who is
not a party to this Agreement.
14. NOTICES
14.1 Any notice or other communication in respect of this Agreement may be given
in any manner set forth below to the address or number or in accordance
with the email details provided below and will be deemed effective as
indicated:
(A) if in writing and delivered in person or by courier, on the date it is
delivered;
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(B) if sent by facsimile transmission, on the date that transmission is
received by a responsible employee of the recipient in legible form
(it being agreed that the burden of proving receipt will be on the
sender and will not be met by a transmission report generated by the
sender's facsimile machine);
(C) if sent by certified or registered mail (airmail, if overseas) or the
equivalent (return receipt requested), on the date that mail is
delivered or its delivery is attempted; or
(D) if sent by email, on the date that email is received,
unless the date of that delivery (or attempted delivery) or that receipt,
as applicable, is not a Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Business Day.
14.2 Either party may by notice to the other change the address or facsimile
number or email details at which notices or other communications are to be
given to it.
14.3 The parties' respective notice and communication details for the purposes
of this Agreement are:
Party and title of
Individual Address Facsimile no. Email
------------------ ------- ------------- -----
Trief Trief Corporation x000 000000 0000
Xxx Xxxxxxxx AMPG
L - 1050 Dommeldange,
00, xxx xx Xxxxxx,
Xxxxxxxxxx
Tewina
Att: TMF Management Locatellikade 1 x00000000000 xxxxx.xxxxxx@xxx-xxxxx.xxx
B.V., x/x X.X. xxx xxx 0000 XX Xxxxxxxxx
Sluijs Xxxxxx The Netherlands
14.4 Any notice to Tewina shall be copied to each of the following at the
details specified below (or at such other details as such person(s) may
notify in writing to Trief from time to time):
Xxxx XxxXxxx Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
c/o Trader Classified Media 000 Xxxx Xxxxxx
56 Route de Vandoeuvres Boston
1253 Xxxxxx XX 00000
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Switzerland USA
Fax: x00 00 000 0000 Fax: x0 000 000 0000
Attention: F. Xxxxxx Xxxxxx
Xxxxx and XxXxxxxx
Xxxxxxxxxxx 00
XX Xxx 0000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Fax: x00 00 000 0000
Attention: Xxx Xxxxxxxx
PROVIDED THAT failure to give any copy notice to any of the above persons
shall not invalidate the notice properly served on Tewina.
14.5 Any notice to Trief shall be copied to each of the following at the details
specified below (or at such other details as such person(s) may notify in
writing to Tewina from time to time):
Attention:
Arnaud Descleves
Xxxxxx Investissment
00 Xxx Xxxxxxxx
Xxxxx 00000
Xxxxxx
Tel: (x00) 0000 0000
Fax: (x00) 0000 0000
x.xxxxxxxxx@xxxxxx-xxxxxxxxxxxxxx.xxx
PROVIDED THAT failure to give any copy notice to any of the above persons
shall not invalidate the notice properly served on Trief.
15. GOVERNING LAW
15.1 This Agreement shall be governed by and construed in accordance with the
laws of
England and Wales.
15.2 The parties irrevocably agree that the Courts of England are to have
non-exclusive jurisdiction to settle any disputes which may arise out of or
in connection with this Agreement and that accordingly any proceedings,
suit or action ("PROCEEDINGS") arising out of or in connection with this
Agreement may be brought in such courts. The parties irrevocably waive any
objection to such Courts being nominated and agree not to claim that such
Courts are not a convenient or appropriate forum. The submission to the
non-exclusive jurisdiction of the English Courts shall not limit the rights
of either party to take Proceedings against the other in any other court of
competent jurisdiction, nor shall the
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taking of Proceedings in one jurisdiction preclude the taking of
Proceedings in any other jurisdiction if and to the extent permitted by
applicable law.
15.3 For the purposes of Clause 15.2, Trief appoints XX Xxxxxx (Attention: Xxxxx
Xxxxxxx) of 000 Xxxx'x Xxx Xxxx, Xxxxxx XX0X XF to act as its agent for
service of process in connection with any Proceedings and undertakes
promptly to notify Tewina if such person ceases to act as its agent for
service of process and to provide details of its successor agent for
service of process.
15.4 For the purposes of Clause 15.2, Tewina appoints Trusec Limited of 0 Xxxx'x
Xxxxxxx, Xxxxxx XX0X 0XX to act as its agent for service of process in
connection with any Proceedings and undertakes promptly to notify Trief if
such person ceases to act as its agent for service of process and to
provide details of its successor agent for service of process.
IN WITNESS whereof this Agreement has been entered into the day and year first
above written.
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SCHEDULE 1
OPTION NOTICE
TO: Tewina
[ADDRESS]
Attention:
[Date]
Dear Sir,
Re:
TRADER CLASSIFIED MEDIA NV
We refer to the
Call Option Agreement (the "Agreement") dated [ ] November,
2002 by which you granted us a call option to require you to sell to us such
number, being up to [ ] Shares in the capital of
Trader Classified Media NV
(the "COMPANY") as we shall elect to purchase.
We write, pursuant to Clause 2 of the Agreement, to give you notice that we
hereby exercise the call option conferred on us by the Agreement and accordingly
call upon you to sell to us [ ] Shares in the capital of the Company from us
at a price of EURO [OPTION PRICE AS ADJUSTED] per share.
Completion of the sale and purchase of these shares will take place at
[ ] on [ ], 200[ ] in accordance with Clause 5 of the
Agreement.
Yours faithfully,
for and on behalf of
TRIEF CORPORATION S.A.
17
Signed by ) /s/ Xxxx Xxxxxxx
)
for and on behalf of )
TRIEF CORPORATION S.A. )
Signed by ) /s/ Xxxxx van der Sluijs-Xxxxxx
) ----------------------------------
for and on behalf of ) TMF Management B.V.
BEHEER- EN )
BELEGGINGSMAATSCHAPPIJ /s/ Xxxxxxxxx Xxxxxxxxx
TEWINA BV ----------------------------------
TMF Managment B.V.
