OFFER FOR PURCHASE AND SALE OF STOCK OF THE NICKEL SA COMPANY UNDER CONDITIONS PRECEDENT
OFFER FOR PURCHASE AND SALE OF STOCK OF THE NICKEL SA COMPANY UNDER CONDITIONS PRECEDENT
By and between the undersigned:
La societe INTER-PARFUMS
Limited Public Company with the capital of
12,649,362 euros
located at 0 Xxxxx Xxxxx xxx Xxxxxx
Xxxxxxx 00000 Xxxxx
represented by Xx. Xxxxxxxx Xxxxxxx
Hereinafter "the Promisor"
party of the first part
and
Xx. Xxxxxxx Xxxxxxx
00, xxx xx xx Xxxx 00000 Xxxxx
Xx. Xxxxxx Xxxxx
00, xxx xx x'Xxxxxxxx 00000 Xxxxxxxxxx
Xx. Xxxx Xxxxxx
00, xxx xx Xxxxxxxx 00000 Xxxxxxxxx
XX IDIA PARTICIPATIONS
Limited Public Company with the capital of 143,625,588 euros located at 000, xxxxxxxxx xx Xxxxxxxxxxxx 00000 Xxxxx RCS PARIS 632 015 715 represented by Xx. Xxxxxxx xx Xxxxx
SA CREDIT LYONNAIS
CAPITAL INVESTISSEMENT
00-00, xxxxxx xx xx Xxxxxx Xxxxx 00000 Xxxxx
represented by Mr. Philippe de Dreuzy
Mr. Serge Brunswick
0, xxxxxx xx x'xxxxxx xx Xxxx 00000 Xxxxx
Xx. Xxxxxxx Xxxxxx
Xxxxxx
00, xxxxxx xx Xxxxx 00000 Xxxxx
Xx. Xxxxx Xxxx
00, xxx xxx Xxxxx 00000 Xxxxxxx-xxx-Xxxxx
2
Xx. Xxxxx de Bausset
Roquefort (Handwritten) and
Ms. Xxxxxxx de Bausset Xxxxxxxxx
00, xxxxxxxxx Xxxxxx Xxxxxxxxxx 00000 Xx
Xxxx
Xx. Veronique
Bourlaouen
13, cite Xxxxx Xxxx 37140 Boursueil
Acting not jointly
Hereinafter "the Beneficiaries"
party of the second part.
Xx. Xxxxxxxx Xxxxxx
00, xxx Xxxxxxx 00000 Xxxxx
Together, hereinafter called "the Parties".
WHEREAS
The Beneficiaries are shareholders in the capital of the NICKEL S.A. Company, hereinafter called: "the Company", a Limited Public Company with capital of 211,200 euros, whose seat is located at 000 xxxx xx Xxxxxxx Xxxxxxx 92600 Asnieres S/ Seine, registered with the Business Registry and with the Nanterrre companies under the number B 403.884.109
The Company was registered on February 14, 1996.
The purpose of the company, in particular, is the design, the manufacture and sale of cosmetic products and perfumes, the management and exploitation of institutes of beauty, sale of articles and hygiene and toiletry products (..)
The President of the company is Xx. Xxxxxxxx Xxxxxx.
ORIGINAL OWNERSHIP
At the time of the constitution, a contribution of nine hundred thousand (900,000) francs in cash was made to the company, which was deposited, in accordance with the law, on behalf of the company, credited to an account open in the name of the company in course of incorporation, at the bank Societe Generale, Puteaux Agency, 0, xxx Xxxx Xxxxxx, 00000 Xxxxxxx.
3
Following a decision to make a new increase in capital stock by a General Extraordinary Meeting on December 20, 2000, capital in the amount of four million nine hundred and ninety-five thousand (4,995,000) francs in cash was raised, which included four million seven hundred and seventy thousand (4,770,000) francs through an issue premium and two hundred and twenty-five thousand (225,000) francs in capital.
During the conversion of the capital into euro decided by this same general assembly of December 20, 2000, the sum of fifty five thousand seven hundred and twenty-two francs and sixty centimes (55,722.60) was retained under issue premium, bringing the amount of capital to one hundred eighty thousand (180,000) euros after conversion.
By a collective decision of the stockholders on September 30, 2002, the company issued new capital stock with a value of thirty one thousand two hundred (31,200) euros according to subscription in cash and compensation by uncontested, liquid, and enforceable debt.
The current distribution of share capital is as follows:
Xx. Xxxxxxxx Xxxxxx
is owner of 2,303 shares of NICKEL SA
company
Xx. Xxxxxxx Xxxxxxx
is owner of 927 shares of NICKEL SA company
Xx. Xxxxxx Xxxxx
is owner of 456 shares of NICKEL SA company
Xx. Xxxx Xxxxxx
is owner of 275 shares of NICKEL SA company
SA IDIA
PARTICIPATIONS
is owner of 1,833 shares of NICKEL SA
company
SA CREDIT LYONNAIS
CAPITAL INVESTISSEMENT
is owner of 1,833 shares of NICKEL SA
company
SARL PROVERBE
is owner of 3,288 shares of NICKEL SA
company
Mr. Serge Brunswick
is owner of 477 shares of NICKEL SA company
Xx. Xxxxxxx Xxxxxx
Xxxxxx
is owner of 293 shares of NICKEL SA company
Xx. Xxxxx Xxxx
is owner of 300 shares of NICKEL SA company
4
Xx. Xxxxx de Bausset
Roquefort (Handwritten)and Ms.
Xxxxxxx de Bausset Roquefort
are is
owner of 940 shares of NICKEL SA company
Ms. Veronique
Bourlaouen
is owner of 275 shares of NICKEL SA company
The shareholders of the company met in an extraordinary general assembly on December 20, 2000 for the purpose of deciding on issuing a convertible bond in shares reserved for the CREDIT LYONNAIS CAPITAL INVESTISSEMENT and IDIA PARTICIPATIONS (called in the past AGRINOVA) companies. The above mentioned companies (together) have taken the bond for an amount of 762,750 euros.
The bond contract provides that the owners of bond shall have the ability, at any time, after January 1, 2004, to obtain conversion into new shares of the company, which will be released as compensation for their bond credit, at a rate of 16 euros per nominal share fully released, for a nominal bond of 339 euros, presented.
For this reason the companies CREDIT LYONNAIS CAPITAL INVESTISSEMENT and IDIA PARTICIPATIONS each have the right to convert 1,125 obligations issued as 1,125 shares from the issuing company, that is to say a total of 2,250 shares.
The parties recalled NICKEL SA company's community of shareholders to an extraordinary general assembly on September 30, 2002, which decided to issue new capital shares in addition to a maximum amount of six thousand two hundred and forty euros (6,240) reserved for the bond-holders through an issuance of a maximum of three hundred and ninety (390) shares, so that the companies CREDIT LYONNAIS CAPITAL INVESTISSEMENT and IDIA PARTICIPATIONS might, on that date, each purchase ONE HUNDRED AND NINETY-FIVE (195) new shares to be issued.
The parties decided to enter into the present agreement in order to determine the terms and conditions of their respective obligations regarding transfers and acquisition of shares.
WHICH DECLARE AND AGREE TO THE FOLLOWING
Clause 1 - Offer to purchase stock
Subject to the realization of the condition precedent hereinafter set forth, the Promisor agree irrevocably itself to acquire from the Beneficiaries who accept and the Beneficiaries irrevocably but not jointly agree to transfer to the Promisor who accepts, the property of SIX THOUSAND SEVEN HUNDRED AND SIXTY FIVE (6,765) shares of the company (hereafter called "Shares") which they have in their possession in the distribution hereafter:
5
Xx. Xxxxxxx Xxxxxxx
for 927 shares of NICKEL SA company
Xx. Xxxxxx Xxxxx
for 456 shares of NICKEL SA company
Xx. Xxxx Xxxxxx
for 275 shares of NICKEL SA company
Mr. Serge Brunswick
for 477 shares of NICKEL SA company
Xx. Xxxxxxx Xxxxxx
Xxxxxx
for 293 shares of NICKEL SA company
Xx. Xxxxx Xxxx
for 300 shares of NICKEL SA company
Xx. Xxxxx de Bausset
Roquefort (Handwritten)and Ms.
Xxxxxxx de Bausset Roquefort
for 940 shares of NICKEL SA company
Ms. Veronique
Bourlaouen
for 275 shares of NICKEL SA company
IDIA PARTICIPATIONS
SA,
for 1,411 shares of NICKEL SA company
CREDIT LYONNAIS
CAPITAL INVESTISSEMENT SA
for 1,411 shares of NICKEL SA company
The present offer to purchase relates to the Shares noted above and all those which may be issued or that may be substituted for them following operations of any nature which could affect said shares, for example, in the event of merger, of scission, partial transfer of assets, exchange, or conversion.
The Beneficiaries declare to be owners in full of the Shares, which are the purpose of this purchase offer, that they have complete access to them and that they are not encumbered by any liability or any restriction of any kind whatsoever that would burden their free negotiability and they hereby agree to make sure that these characteristics are maintained for the duration of the offer.
As soon as the conditions precedent set forth in clause 3 hereafter are entirely satisfied, the sale of the Shares may occur during the period beginning on April 1, 2004 until the expiration date of the offer fixed in clause 4.
After converting the bonds convertible into shares, the subscription for the increase in supplementary new capital stock by the companies CREDIT LYONNAIS CAPITAL INVESTISSEMENT and IDIA PARTICIPATIONS and the acquisition by the Promisor of shares that make up the capital from the limited liability company SARL PROVERB, the capital holdings of the company NICKEL SA once all transfers have been carried out, will be as follows:
6
Xx. Xxxxxxxx Xxxxxx
2,303 shares which is 14.53%
SA CREDIT LYONNAIS CAPITAL INVESTISSEMENT
1,742 shares which is 11.00%
SA IDIA PARTICIPATIONS
1,742 shares which is 11.00%
INTER PARFUMS SA
10,053 shares which is 63.47%
TOTAL 100%
Clause 2 - Price
The total overall price of the transfer of the SIX THOUSAND SEVEN HUNDRED AND SIXTY FIVE (6,765) Shares, if the present offer is fulfilled, is THREE MILLION SEVENTY FIVE THOUSAND AND THIRTY EUROS (3,075,030) is FOUR HUNDRED AND FIFTY FOUR EUROS AND FIFTY FIVE CENTS ( 454.55 euros) per transferred share.
The payment of this price shall be made without any restriction or reserve.
Clause 3 - Conditions Precedent
The present offer and the transfer of the Shares (which are the reason for this offer), are dependent upon and will occur only after the full and cumulative fulfillment of the hereafter declared conditions precedent:
1) The conversion for the companies CREDIT LYONNAIS CAPITAL INVESTISSEMENT and IDIA PARTICIPATIONS of the two thousand two hundred and fifty (2,250) bonds convertible into shares,
2) The purchase by the companies CAPITAL CREDIT LYONNAIS INVESTISSEMENT and IDIA PARTICIPATIONS of the new issue of supplementary capital shares that have been reserved for them as bond-holders of the company by the community of the shareholders who met together in a general assembly on September 30, 2002 for the amount of six thousand two hundred and forty (6,240) euros in the issuance of three hundred and ninety (390) new shares of sixteen (16) euros per nominal share each, together with an issue premium of five hundred and forty-nine (549) euros, to be paid individually in the amount of ONE HUNDRED TEN THOUSAND ONE HUNDRED AND SEVENTY-FIVE (110,175) Euros each made with stockholders' equity in the company, payable in cash or uncontested, liquid, and enforceable debt and to be released within one month from the conversion of their bonds into shares,
3) The approval of the Promisor as shareholder of the Company by the Board of Directors of the NICKEL SA Company.
The Beneficiaries agree to make every effort, in good faith, to fulfill the conditions precedent.
7
The parties specify that in the event the aforementioned conditions precedent are lifted, the parties shall be subject to the provisions of the SHAREHOLDERS agreement found in the Annex.
As long as all the conditions precedent are not satisfied, the Beneficiaries will not be able to require the Promisor to fulfill this Offer.
Clause 4 - Term
The Offer is hereby authorized for a term of FIFTEEN (15) days beginning on the date these presents are signed.
Once this date has passed, the Offer will automatically become null and void without remedy to financial compensation by either party, and the Beneficiaries may no longer prevail.
Clause 5 - Lifting of Option
Once all aforementioned conditions precedent have been lifted, subject to the full payment of the delivery price, the transfer will take place as soon as April 1, 2004 and at the latest on April 12, 2004 by the Beneficiaries who irrevocably agree to deliver, to the Promisor, the signed transfer forms for the Shares after receipt of the payment of the price in cash.
As soon as the conditions precedent are entirely satisfied, the sale of the Shares and its full payment shall be possible at any time within the aforementioned time frame at the request of one or the other of the parties. In the event of refusal by one or the other parties to proceed with the sale or the purchase of the Shares, the other party may request the enforcement of the transfer, if necessary by way of a simple injunction from the President of the court ruling for summary procedures. Moreover, a penalty payment of 5,000 euros per day of delay beginning on April 13, 2004 will automatically be charged to the party causing the non-fulfillment.
Clause 6 - Nullity of a Clause
If any of the clauses of these presents is declared null, for any reason whatsoever, the validity of the Offer, this Contract and other clauses shall not be affected. The clause in question shall be replaced by a provision the effects of which shall be, as far as possible, identical to the preceding provisions.
8
Clause 7 - Agreement to Issue New Capital Shares
7.1
If the transfer of the shares, the purpose
of these presents, is carried out, the company Inter-perfumes, Xx. Xxxxxx, IDIA
PARTICIPATIONS, and CREDIT LYONNAIS CAPITAL INVESTISSEMENT, irrevocably agree to
vote, at the time of the next Company Extraordinary General Meeting, which must
be held on April 27, 2004 (Handwritten) August 23 at 2:30PM
(or any other meeting which would act as a substitute to the above), in favor of
the draft resolution concerning the new issue of capital shares of the Company,
in the amount of 105,600 euros, in order to raise between 253,440 euros and
359,040 euros, for the issuance of 6,600 new shares with a nominal value of 16euros each
with an issue premium of 438.55 euros per share, that is to say the 6.600 shares have
a subscription value of 3,000,030 euros to be released exclusively in cash. The
subscriptions and payments should be received by the registered office at the
latest on May 30, 2004.
7.2 Xx. Xxxxxxxx Xxxxxx does hereby agree:
- on a personal level, to relinquish his right to apply for new shares or excess shares to the issue of new capital shares referred to above;
- in his capacity as President of the Company, to regularly call, in the manner and at the times envisaged by the statutory and legal provisions, shareholders and the Auditor of the Company, to the Extraordinary General meeting referred to above.
7.3. The companies IDIA PARTICIPATIONS and CREDIT LYONNAIS CAPITAL INVESTISSEMENT do hereby agree to relinquish their right to apply for new shares or excess shares to the issue of new capital shares as referred to above.
7.4. In consequence of the aforementioned obligations and providing that INTERPARFUMS agrees to the issue of new capital shares, and to not apply for the right for new shares nor excess shares (by Xx. Xxxxxx) to which it agrees irrevocably, the holdings of INTERPARFUMS in the Company, once, will be a minimum of over 67% of the share capital and the voting rights. Minimum percentage of possession at the end of the operation issuing the new capital shares referred to above constitutes an essential and determining factor which will allow INTERPARFUMS to agree to the tenets of these presents. On the other hand, in the event that this minimum threshold of participation is not attained due to chargeable cause on the part of the Promisor, the Promisor may not apply any legal conclusion and in particular may not request the cancellation of the sale.
7.5. INTERPARFUMS agrees to deliver to the companies IDIA PARTICIPATIONS and CREDIT LYONNAIS CAPITAL INVESTISSEMENT, at the latest by April 20, 2004, the Company Business Plan for 2004, 2005, and 2006.
Clause 8 - Indivisibility Clause
These presents are inseparable from the promise to transfer shares under the condition precedent of the limited liability company SARL PROVERB attached in Annex 2.
9
Clause 9 - Former Agreements
These presents and its annexes replace and invalidate any other prior contract or proposal, written or oral communication between the parties regarding the contents or interpretation of these presents.
Clause 10 - Applicable Law
The present Agreement is subject to French law.
Clause 11 - Clause Conferring Jurisdiction
The undersigned agree that all difficulties resulting in connection to the validity, interpretation, or execution of this agreement, or any difficulty having resulted from the calculation of any amounts that may possibly be due to these presents, where concerning the interpretation or the execution of this contract, will be subject, by virtue of express agreement between the parties to the jurisdiction of the Court of Appeal of Paris, when no amicable solution before the courts may be reached.
Clause 10 - Election of Domicile
For the execution of these presents:
- each of the Beneficiaries do hereby elect their domicile at their respective addresses as do appear at the beginning of these presents,
- The Promisor elects 0 Xxxx Xxxxx des Champs Elysees 75008 Paris,
Clause 12 - Expenses
All expenses, levies and taxes related with the transfer of the company stock, if such transfer occurs, shall be paid by the Promisor.
Executed in PARIS,
on March 29, 2004
In as many original copies as required by law including one copy to be given to each party to these presents.
The Promisor
INTER PARFUMS Company
Xx. Xxxxxxxx Xxxxxxx
10
|
Beneficiaries |
|
|
|
|
|
Xx. Xxxxxxx Xxxxxxx |
(Illegible Signature) |
|
Xx. Xxxxxx Xxxxx |
(Illegible Signature) |
|
Xx. Xxxx Xxxxxx |
(Illegible Signature) |
|
SA IDIA PARTICIPATIONS |
(Illegible Signature) |
|
SA CREDIT LYONNAIS CAPITAL |
(Illegible Signature) |
|
Mr. Serge Brunswick |
(Illegible Signature) |
|
Xx. Xxxxxxx Xxxxxx Xxxxxx |
(Illegible Signature) |
|
Xx. Xxxxx Xxxx |
(Illegible Signature) |
|
Xx. Xxxxx de Bausset Roquefort (Handwritten)and Ms. Xxxxxxx de Bausset Roquefort |
(Illegible Signature) (Illegible Signature) |
|
Ms. Veronique Bourlaouen |
(Illegible Signature) |
|
Xx. Xxxxxxxx Xxxxxx |
(Illegible Signature) |
11
ANNEX 1
SHAREHOLDERS AGREEMENT
[Incorporated by reference to Exhibit 10.101.1 to the Annual Report on Form 10-K
for fiscal year ended December 31, 2003, being filed herewith]
12
ANNEX 2
AGREEMENT OF SALE OF EQUITY CAPITAL WITH CONDITION PRECEDENT
[Incorporated by reference to Exhibit 2.3.1 to the Annual Report on Form 10-K for fiscal year ended December 31, 2003, being filed herewith]
