DATED 18 May 1997
VISUAL ACTION HOLDINGS PLC
-and-
PANAVISION INC
AGREEMENT
for the sale and purchase of
the share capital of
VISUAL ACTION HOLDINGS (N.Z.) LIMITED
DATED: 18 May 1997
PARTIES:
1 "Vendor" VISUAL ACTION HOLDINGS PLC (registered number 3054629) whose
registered office is at Xxxx 00, 00 Xxxxxxx Xxxx, The
Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx XX0 0XX;
2 "Purchaser" PANAVISION INC (a corporation incorporated under the laws of
the State of Delaware, United States of America) whose
principal office is at 0000 Xx Xxxx Xxxxxx, Xxxxxxxx Xxxxx,
Xxxxxxxxxx.
1 Definitions
1.1 Unless the contrary intention appears, the definition and
interpretation provisions in the Main Agreement (as defined below)
apply equally to this agreement. In addition the following
definitions apply:
FIFA Film Facilities Limited
registered in New Zealand
with company number AK115253
whose registered office is at
00 Xxxxxx Xxxxxx, Xxxxxxxx
Xxx, Xxxxxxxx, Xxx Xxxxxxx.
Group Company Visual Action NZ and FIFA.
Main Agreement the agreement made on the
same day as this
agreement between the Vendor,
Panavision Europe Limited and
the Purchaser pursuant to
which Panavision Europe
Limited agrees to acquire and
the Vendor agrees to sell the
Shares.
Visual Action NZ Shares the 100 issued shares in
the capital of Visual
Action NZ issued for a
consideration of NZ $100.
Visual Action NZ Visual Action Holdings (N.Z.)
Limited registered in
1
New Zealand with company
number AK802868 whose
registered office is at
00 Xxxxxx Xxxxxx, Xxxxxxxx
Xxx, Xxxxxxxx, Xxx Xxxxxxx.
2 Agreement for sale
Subject to the terms and conditions of this agreement, the Vendor
shall sell with full title guarantee and the Purchaser shall purchase
the Visual Action NZ Shares free from all liens, charges and
encumbrances and with all rights attaching to them, with effect from
Completion.
3 Purchase consideration
The total purchase consideration for the Visual Action NZ Shares
shall be (pound) of the total consideration payable under clause 3.1
of the Main Agreement, which shall be paid in the United Kingdom in
accordance with the provisions of clause 4.4 of the Main Agreement.
4 Completion
4.1 Completion shall take place simultaneously with and is conditional
upon Completion of the Main Agreement. At Completion all the
transactions mentioned in clauses 4.2 to 4.8 shall take place.
4.2 At Completion, the Vendor shall deliver (or procure the delivery) to
the Purchaser's Solicitor in New Zealand:
4.2.1 transfers of the Visual Action NZ Shares to the Purchaser
and/or its nominee duly executed by the Vendor in
registrable form;
4.2.2 the share certificates for the Visual Action NZ Shares or
a statutory declaration by a director of Visual Action NZ
that no share certificates have been issued for Visual
Action NZ;
4.2.3 evidence of the passing by the board of directors of
Visual Action NZ of a valid resolution approving the
transfers of the Visual Action NZ Shares and
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directing that the name of the Purchaser and/or its
nominee be entered in the register of members of Visual
Action NZ upon the production of the transfers to Visual
Action NZ duly executed;
4.2.4 a waiver in writing of the pre-emptive rights conferred
upon Xxxx Xxxxx Group Pty Limited under the articles of
association of FIFA in respect of the change in control of
the majority shareholder of FIFA, being Visual Action NZ;
4.2.5 the resignation in the Agreed Form of Xxxxxx Xxxxx as
a director of Visual Action NZ;
4.2.6 the resignation in the Agreed Form of the auditors of
Visual Action NZ and FIFA.
4.3 At Completion there shall be delivered to the Purchaser's solicitor
in New Zealand;
4.3.1 copies of the leases held by FIFA in respect of the
properties listed in the Property Schedule;
4.3.2 all documents of title relating to investments and assets
owned by Visual Action NZ and FIFA (if any);
4.3.3 copies of the statutory records of each of Visual Action
NZ and FIFA, the current cheque books, bank mandates
together with current statements of the bank accounts of
Visual Action NZ and FIFA with a reconciliation to the
close of business on the day falling 2 Business days
before Completion and the appropriate forms to amend, in
such manner as the Purchaser may require, the mandates
given to the relevant bank.
4.4 At Completion, there shall be delivered by the Purchaser's solicitor
in New Zealand to the Vendor's solicitor in New Zealand a letter of
comfort addressed to the Bank of New Zealand in the form attached to
this agreement.
4.5 Immediately after Completion a shareholders meeting of Visual Action
NZ and FIFA (either in person or by written resolution) shall be held
at which such persons as the Purchaser nominates are appointed as
directors.
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4.5.1 Immediately after the shareholders meeting referred to in
Clause 4.5 a board meeting of Visual Action NZ (either in
person or by written resolution) shall be held at which
the resignations referred to in clauses 4.2.5 and 4.2.6
are submitted and accepted.
4.6 Immediately after the shareholders meeting referred to in clause 4.5
a board meeting of FIFA (either in person or by written resolution)
shall be held at which the resignation referred to in clause 4.2.6 is
submitted and accepted.
4.7 The Purchaser may waive any requirement of the Vendor contained in
clauses 4.2, 4.3, 4.4, 4.5, 4.6 or 4.7 or may waive any requirement
on condition that the Vendor gives, on Completion, a written
undertaking to the Purchaser in such form and substance as the Vendor
and Purchaser may agree.
5 Main Agreement
5.1 The following clauses in the Main Agreement shall be incorporated
into this agreement and shall apply insofar as they are relevant to
Visual Action NZ and FIFA: 7 (warranties by the Vendor); 16
(assignment and successors); 17 (announcements); 18 (costs); 19
(communications); 20 (variation); 21 (failure to exercise rights), 22
(further assurance), 23 (invalidity), 24 (counterparts), 25 (access
to information) 27 (proper law) and schedules 2 and 3.
5.2 For the avoidance of doubt, it is agreed that "the relevant VAT
legislation" in clause 15.15 in Schedule 2 of the Main Agreement
shall include goods and services tax.
6 Purchaser's warranty
6.1 The Purchaser warrants both at the date of this Agreement, and at
Completion, that it has obtained all consents necessary under New
Zealand law for it to purchase the Visual Action NZ Shares, including
(without limitation) any consents required under the Commerce Xxx
0000 or the Xxxxxxxx Xxxxxxxxxx Xxx 0000.
Executed as an agreement under hand on the date of this document.
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PROPERTY SCHEDULE
Property Date of Lease Term of Lease Rent Tenant
-------- ------------- ------------- ---- ------
00 Xxxxxx Xxxxxx, 17 May 1996 9 years from 17 NZ$230,000 Film
Freemans May 1996 and 12.5% Facilities
Bay, Auckland, goods and Limited
New Zealand. services
tax p.a
00 Xxxxxx Xxxxxx, 17 May 1996 9 years from 17 NZ$110,000 Film
Wellington New May 1996 and 12.5% Facilities
Zealand. goods and Limited
services
tax p.a
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SIGNED by Xxxxxxx X. Xxxxxxxxx
duly authorised for and on behalf of
/s/ Xxxxxxx X. Xxxxxxxxx
PANAVISION INC ..........................................
SIGNED by Xxxxxx X. Xxxxx
duly authorised for and on behalf of
/s/ Xxxxxx X. Xxxxx
VISUAL ACTION HOLDINGS PLC ..........................................
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