EXHIBIT 2.1
ALLIED IRISH BANKS (HOLDINGS & INVESTMENTS) LIMITED
AND
DPL ACQUISITION CORP.
---------------------------
SHARE PURCHASE AGREEMENT
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Xxxxxx Xxx,
Solicitors,
00/00 Xx Xxxxxxx'x Xxxxx,
Xxxxxx 0.
MKS007/MS/cc 17.10.96
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation.........................................1
2. Sale and Purchase of Shares............................................2
3. Representations, Warranties and Acknowledgements.......................2
4. Conditions Precedent...................................................3
5. Completion.............................................................4
6. Indemnity..............................................................5
7. General Provisions.....................................................5
8. Governing Law and Jurisdiction.........................................5
SCHEDULE - The Shares......................................................6
Signing Page...............................................................7
THIS AGREEMENT is made the 17th day of October 1996 BETWEEN:
ALLIED IRISH BANKS (HOLDINGS & INVESTMENTS LIMITED having its registered office
at Bankcentre, Ballsbridge, Xxxxxx 0 (hereinafter called the "Vendor");
AND
DPL ACQUISITION CORP. having its registered office at X/X Xxxxxxx Xxxxxxxxxx,
Xxx., 0 Xxxxxxxx Xxxxxxx, 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000,
X.X.X. (hereinafter called the "Purchaser")
WHEREAS:-
A. The Vendor is the beneficial owner of all of the Shares and is the
registered owner of 3,639 of the Shares, the remaining 3 Shares (the
"Nominee Shares") being registered in the names of C.F. Xxxx Xxxxxx,
Xxxxxxx Xxxxxx and Xxxxx X. Xxxxxxx respectively, as nominees on behalf
of the Vendor.
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase
all the Shares on the subject to the terms of this Agreement.
NOW IT IS HEREBY AGREED as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS.
In this Agreement the following expressions shall unless the
context otherwise requires have the following meaning:-
(a) "Board", the board of directors of the Company.
(b) "Company" means Data Packaging Limited, a company
registered in Bermuda, whose registered office is at
Xxxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxxx XX CX, Bermuda.
(c) "Completion", completion of the purchase and sale of the
Shares provided for in this Agreement in accordance with
the provisions of Clause 5 hereof.
(d) "Shares" means all of the class A common shares in the
Company, details of which are set out in the Schedule.
1.2 CAPTIONS.
The captions to the clauses of this Agreement are inserted for
convenience of reference only and shall not be considered a part
of or affect the construction or interpretation of this
Agreement.
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2. SALE AND PURCHASE OF SHARES
2.1 SALE AND PURCHASE.
On and subject to the terms of this Agreement, the Vendor shall
sell and the Purchaser shall purchase the Shares with effect
from the date of Completion free from all liens, charges,
equities, claims, options, restrictions or encumbrances and with
the benefit of all rights and advantages now or hereafter
belonging or accruing to the Shares.
2.2 CONSIDERATION.
The consideration for the sale and purchase of the Shares shall
be the sum of US$700,000 and shall be payable in cash on the
date of Completion to the account of the Vendor at AIB Capital
Markets, Account No. 00000000, Sort Code 93-00-67. The Vendor
shall, upon receipt of the consideration, issue a receipt in
respect of same to the Purchaser.
3. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS
3.1 REPRESENTATIONS AND WARRANTIES.
The Vendor represents and warrants to the Purchaser that:-
(a) it is the beneficial owner of the Shares and is the
registered owner of 3,639 of the Shares;
(b) the Nominee Shares are registered in the names of CF
Xxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxx X. Xxxxxxx
respectively and are held by them as nominees on behalf
of the Vendor;
(c) it has good marketable title to the Shares free from
mortgages, liens, charges, equities, restrictions,
claims, options or encumbrances of any kind or nature
whatsoever;
(d) it has full corporate power and authority to sell the
Shares to the Purchaser pursuant to this Agreement and
its execution and performance of this Agreement and the
sale of the Shares have been authorised by all necessary
corporate and other necessary acts;
(e) other than the Shares, it does not:
(i) own, either directly or beneficially, any shares
of any kind or class whatsoever in the Company;
and
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(ii) have the right to acquire any such shares
pursuant to any option, conversion right,
subscription right, exchange right, pre-emptive
right, agreement or otherwise;
(f) it has obtained all necessary waivers of restrictions on
transfer and all rights of first refusal in respect of
the Shares which may exist in favour of any other person
by virtue of the bye-laws of the Company or the
shareholders' agreement dated 24th April 1987 (as
amended) (the "Shareholders' Agreement") or otherwise in
respect of the sale and purchase of Shares contemplated
by this Agreement;
(g) upon Completion, it will no longer have any rights
under the bye-laws of the Company or the Shareholders'
Agreement.
3.2 OPTION AGREEMENT
The Vendor hereby acknowledges and confirms to the Purchaser
that the rights granted to the Vendor pursuant to a certain
Option Agreement made between AIB Capital Markets plc, DPL
Holdings, Inc, Data Packaging International Inc and the Company
dated 28 June 1991 have been fully exercised and the Option
Agreement is of no further force or effect and that the shares
issued to the Vendor pursuant to such Option Agreement are
included in the Shares being sold pursuant to this Agreement.
4. CONDITIONS PRECEDENT
Completion is conditional upon:
4.1 approval being given by the Board by way of a resolution to
approve the transactions contemplated in this Agreement;
4.2 delivery by the Vendor of a certified copy of a resolution of
its board of directors approving the terms and the entering into
of this Agreement and the transactions contemplated hereunder;
4.3 approval being given by the Bermudan Monetary Authority to the
transactions contemplated in this Agreement;
4.4 delivery by the Vendor to the Purchaser of an original form CG50
issued by the Revenue Commissioners confirming that the
Purchaser is not obliged to make any deduction or withholding on
account of taxes in respect of the consideration being paid by
the Purchaser for the Shares;
4.5 approval being given by AIB Capital Markets plc, ICC Bank plc
and Stanwich Oil and Gas Inc., as lenders to the Company, to the
transactions contemplated in this Agreement;
4.6 approval being given by Forbairt to the transactions
contemplated in this
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Agreement;
4.7 confirmation from Forbairt addressed to the Purchaser that upon
Forbairt receiving notice from the Purchaser that the sale and
purchase of the Shares has become unconditional that it shall
release the guarantee dated 13 April, 1989 issued in its favour
by Allied Irish Investment Bank plc.
5. COMPLETION
5.1 COMPLETION.
Subject to the satisfaction (or the waiver by the Purchaser) of
the conditions contained in clause 4, completion shall take
place at the offices of Xxxxxx Xxx on 17th October 1996.
5.2 DELIVERY.
(a) The Vendor shall procure that on Completion stock
transfer forms in respect of the Shares (with the
exception of the nominee share held in the name of Mr.
C.F.A. Xxxxxx) in favour of the Purchaser duly executed
by the registered holders of such Shares together with
the relevant share certificates are delivered to the
Purchaser.
(b) On Completion, the Vendor shall procure the delivery to
the Purchaser of written resignations of Xxxxxxx Xxxxxx
and Xxxxx X. Xxxxxxx as directors of the Company
together with confirmation that they are retiring
without any claim for compensation for loss of office or
other claim against the Company.
(c) The Company Secretary shall procure the delivery to the
Purchaser of a letter addressed to Mr. C.F.A. Xxxxxx
instructing him to hold his nominee share in the Company
as the Purchaser may direct.
5.3 BOARD MEETING.
The Vendor shall procure that a meeting of the Board is held at
which:-
(a) such persons as the Purchaser may nominate are duly
appointed as directors of the Company;
(b) the said transfers of the Shares are approved for
registration.
5.4 PAYMENT AND RELEASE OF GUARANTEE.
(a) On Completion, following compliance by the Vendor with
the foregoing provisions the Purchaser shall make
payment of the consideration payable for the Shares on
Completion in accordance with clause 2.2 hereof.
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(b) On completion the Purchaser shall procure the prompt
release of the guarantee given by Allied Irish
Investment Bank plc referred to in clause 4.7.
6. INDEMNITY
The Vendor shall indemnify the Purchaser (within 7 days of demand being
made upon it) from and against any loss, cost, charge, expense or
liability of any kind incurred by the Purchaser which arises directly or
indirectly as a result of a failure on the part of the Vendor to have
transferred all legal and beneficial interests in the Shares to the
Purchaser, free from any liens, charges, equities, claims, options or
other restrictions or encumbrances and with the benefit of all rights
and advantages now or hereafter belonging or accruing to the Shares. The
Vendor shall pay interest to the Purchaser at a rate which is [four] per
cent over the base rate of Bank of Ireland on all sums demanded under
this clause from the date of demand, or if earlier, the date on which
the relevant loss, cost, charge, expense or liability arose in respect
of which such demand has been made in each case until, but excluding,
the date of actual payment (after as well as before judgment).
7. GENERAL PROVISIONS
7.1 FURTHER ASSURANCE.
The Vendor shall do, execute and perform all such further deeds,
documents, assurances, acts and things as the Purchaser at or
after Completion may reasonably require to give effect to the
terms of this Agreement.
7.2. NOTICES.
Any notice or other communication given by the Vendor or the
Purchaser in respect of or pursuant to this Agreement shall be
in writing and shall be delivered by hand or sent by fax or by
pre-paid post to the address or number set out herein for the
party to whom such notice is addressed or to such other address
or number as such party shall have notified to the other for the
purposes hereof and any such notice shall be deemed to have been
served if delivered by hand at the time of delivery and if sent
by pre-paid post at the expiration of 48 hours after the same
shall have been posted and if sent by telefax at the time of
receipt by the Sender of a confirmatory fax transmission report.
7.3 COUNTERPARTS
This Agreement may be executed in any number of counterparts and
by the different parties hereto in separate counterparts, each
of which when so executed and delivered to any party shall be an
original, but all the counterparts together constitute one and
the same instrument.
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8. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of Ireland and the parties
hereto submit to the non-exclusive jurisdiction of the courts of
Ireland.
IN WITNESS whereof these presents have been entered into the day and year first
herein written.
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SCHEDULE
THE SHARES
NAME NUMBER OF CLASS A ADDRESS FOR SERVICE
COMMON SHARES HELD
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1. Allied Irish Banks 3,639 Bankcentre
(Holding and Ballsbridge
Investments) Xxxxxx 0
Limited Ireland
Attention: Xx. Xxx
Xxxxxxx / Mr. Xxxxx
Xxxxxx
Fax No: 000 0000
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2. CF Xxxx Xxxxxx 1 N/A
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3. Xxxxxxx Xxxxxx 1 N/A
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4. Xxxxx X. Xxxxxxx 1 N/A
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SIGNED by
duly authorised on behalf of
ALLIED IRISH BANKS (HOLDING & INVESTMENTS)
LIMITED /s/ Xxxxxx X. Xxxxxxx
in the presence of:- ---------------------------
Authorised Signatory
/s/ Xxxxxx McKeeven
Witness: -------------------------------
Address: Bankcentre,
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Ballsbridge,
-------------------------------
Description: Bank Official
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SIGNED BY
duly authorised on behalf of
DPL ACQUISITION CORP. /s/ Xxxxxxx X. Xxxxx
in the presence of:- ---------------------------
Authorised Signatory
/s/ Xxxx Xxxx
Witness: -------------------------------
c/o
Address: Reunion Industries, Inc.
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00 Xxxxxxxxxx Xxx.
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Xxxxxxxx, XX 00000
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Description: Assistant Secretary
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