DATED 1999
CROWN LEISURE SALES LIMITED
and
IFT HOLDINGS LIMITED
AGREEMENT FOR THE SALE AND PURCHASE OF SHARES
IN INTER LOTTO (UK) LIMITED
Chaffe Street
Brook House
00 Xxxxxxxx Xxxxxx
Xxxxxxxxxx
X0 0XX
Draft : 23 April 1999
THIS AGREEMENT is made the day of 1999
BETWEEN:-
(1) CROWN LEISURE SALES LIMITED a company registered in England and Wales
under number 02724379 whose registered office is at 000 Xxxxxxxxxx
Xxxxx, Xxxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx XX0 0XX
(hereinafter called "the Seller"); and
(2) IFT HOLDINGS LIMITED a company registered in England under number
3721699 whose registered office is at Xxxxx Xxxxx, 00 Xxxxxxxx Xxxxxx,
Xxxxxxxxxx X0 0XX (hereinafter called "the Buyer")
1. INTERPRETATION
In this Agreement and in the Schedules below where the context so admits the
expression:
"associated company" means in respect of any body corporate, a body corporate
which is its subsidiary or holding company or a company which is a subsidiary of
that holding company and each such company;
"the Company" means Inter Lotto (UK) Limited a company registered in England
under number 3036866 and incorporated on 2nd March 1995 as a private company
limited by shares under the Companies Xxx 0000;
"the Loan Agreement" means a loan agreement between the Seller and the Company
dated 29th April 1999 relating to the repayment by the Company to the Seller of
a loan of (pound)400,000;
"Sale Shares" means the 3,793 Ordinary Shares of 1p each in the capital of the
Company and the 6,207 Deferred Shares of 1p each in the capital of the Company
in each case registered in the name of the Seller;
"Warranties" means the warranties and representations set out in the Schedule.
2. SALE OF SHARES
(1) Subject to the terms of this Agreement the Seller shall sell with full
title guarantee and the Buyer shall purchase free from all liens,
charges, incumbrances and together with all benefits and rights now or
hereafter attaching thereto the Sale Shares.
(2) The Buyer shall not be obliged to complete the purchase of any of the
Sale Shares unless the purchase of all the Sale Shares is completed
simultaneously.
3. CONSIDERATION
The total consideration for the Sale Shares shall be the sum of (pound)1 receipt
of which the Seller hereby acknowledges.
4. COMPLETION
(1) Completion of the sale and purchase of the Sale Shares is conditional
upon:-
(A) the execution of the Loan Agreement;
(B) the execution of a Deed of Termination in a form and substance
acceptable to the Seller between (1) the Seller, (2)-(7) The
Right Hon. Xxxx Xxxxxxxx and others and (8) the Company,
relating to the termination of a shareholders agreement
between such parties; and
(C) the written waiver of each of the shareholders of the Company
of any pre-emption rights in respect of the Sale Shares.
(2) Subject to Clause 4(1) above completion of the sale and purchase of the
Sale Shares shall take place on 29th April 1999 whereupon the Seller
shall:
(i) deliver to the Buyer duly executed transfers of the Sale Shares
by the registered holders thereof in favour of the Buyer or its
nominees together with the relative share certificates or an
indemnity in respect of lost share certificates in the
agreed form;
(ii) forthwith cause Xxxx Xxxxx and Xxxxxxx Xxxxxx to retire from
their respective offices as directors of the Company each
delivering to the Buyer a letter in the agreed form executed as
a deed made out in favour of the Company acknowledging that the
person so retiring has no claim outstanding for compensation or
otherwise and without any payment under the Employment Rights
Xxx 0000.
5. WARRANTIES
(1) The Seller hereby warrants and represents to the Buyer in the terms of
the Warranties and acknowledges and accepts that the Buyer is entering
into this Agreement in reliance upon each of the Warranties.
(2) The aggregate liability of the Seller for all claims in respect of
liability for breach of this Agreement shall be limited
to(pound)400,000.
(3) The Seller will be under no liability in respect of any claim for breach
of this Agreement, unless written particulars of this claim (giving
reasonable details of the specific matter in respect of which such claim
is made) shall have been given to the Seller within a period of two
years from the date of this Agreement.
6. RESTRICTION OF SELLER
The Seller undertakes with the Buyer (as trustee for itself and the Company) and
its successors in title that it will not and that it will procure that no
associated company of the Seller shall for the period of one year after this
Agreement either on its own account or in conjunction with or on behalf of any
person, firm or company carry on or be engaged, concerned or interested
(directly or indirectly and whether as principal, shareholder, director,
employee, agent,
consultant, partner or otherwise) in carrying on any daily lottery or the
management of any daily lottery in Great Britain (other than as a holder of less
than 5 per cent of any class of shares or debentures listed on the London Stock
Exchange or any other recognised stock exchange).
7. JURISDICTION
The validity performance and extent of this Agreement shall be construed in
accordance with English law and the parties hereto submit to the non-exclusive
jurisdiction of the English Courts.
IN WITNESS whereof these presents have been executed the day and year first
above written.
THE SCHEDULE
The Warranties
1. The Sale Shares comprise the whole of the Seller's legal and/or
beneficial interest in the issued and allotted share capital of the
Company. The Sale Shares are fully paid and are beneficially owned by
the Seller free from any encumbrances.
2. The Seller does not have the right (whether exercisable now or in the
future and whether contingent or not) to call for the allotment, issue,
sale, transfer or conversion of any share or loan capital in the Company
under any option or other agreement (including conversion rights and
rights of pre-emption).
3. The Seller has full power and authority to enter into and perform this
Agreement, may execute and deliver this Agreement and perform its
obligations under this Agreement and this Agreement constitutes valid
and binding obligations on the Seller in accordance with its terms.
EXECUTED AND DELIVERED as a Deed )
by THE SELLER acting by:- )
Director
Director/Secretary
EXECUTED AND DELIVERED as a Deed )
by THE BUYER acting by:- )
Director
Director/Secretary
