EXHIBIT 19
[Letterhead of Xxxxxxxxx]
September 30, 1998
NMS Services, Inc.
c/o NationsBank Xxxxxxxxxx Securities LLC
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: X. Xxxxx Xxxxxxxxxx
Dear Sir:
This will confirm the terms of our agreement to sell to you
3,602,305 Class A Common Shares of Xxxxxxxxx International Inc. (the
"Purchased Shares"). The Purchased Shares will be received by you either
upon a direct transfer from Xxxxxxxxx Inc. or a wholly-owned subsidiary
thereof, the retraction by you of retractable common shares of Xxxxxxxxx
Inc. transferred by The Ravelston Corporation Limited or a wholly-owned
subsidiary thereof, and/or the conversion by you of Series D Preferred
Shares of Xxxxxxxxx International Inc. transferred by Xxxxxxxxx Inc. or a
wholly-owned subsidiary thereof, as set out in the attached Schedule.
TERMS
1. Price U.S. $13.88 per Purchased Share (or
C$20.88 per Purchased Share) or
U.S. $49,999,993.40 (or
C$75,199,990.07) in aggregate to be
paid as follows:
(a) C$61,977,317.50 in Canadian
dollars to Xxxxxxxxx Inc. for
the account of The Ravelston
Corporation Limited on
September 30, 1998; and
(b) U.S. $8,791,675.28 to
Xxxxxxxxx Inc. on or about
October 1, 1998.
2. Delivery of Share Share certificate(s) for 3,602,305
Certificates and Purchased Shares will be delivered on
Registration Particulars October 1, 1998 as follows:
Scotiabanc Inc.
Suite 0000
000 Xxxxxxxxx Xxxxxx N.E.
Atlanta, Georgia 30308
3. Title to Purchased Shares The Purchased Shares will be
delivered to you free and clear of
any charge, lien, security interest
or other encumbrance of any nature.
4. Condition Our respective obligations to
complete the transaction are
subject to execution by you and
Xxxxxxxxx International Inc. of a
forward share purchase transaction.
5. Validity The Purchased Shares will be duly
authorized, validly issued, fully
paid and non-assessable.
Please confirm your agreement with the terms set out above by
signing and returning to us a copy of this letter no later than 4:00 p.m.
on September 30, 1998.
XXXXXXXXX INC.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------
Xxxx X. Xxxxxxxx
THE RAVELSTON CORPORATION
LIMITED
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Xxxx X. Xxxxxxxx
Acceptance
The undersigned hereby confirms the agreement set out above on
September 30, 1998.
SCOTIABANC INC.
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Signature of Authorized Representative
SCHEDULE
Transferor Number, Issuer and Number of Purchased
Class of Shares Shares
resulting from
retraction/conversion
(if applicable)
504468 N.B. Inc. 144,280 shares of Series 987,114
D Preferred Stock of
Xxxxxxxxx International
Inc.
The Ravelston 3,487,750 retractable 2,615,188
Corporation common shares of
Limited Xxxxxxxxx Inc.
Xxxxxxxxx Inc. Direct Transfer 3
