1
EXHIBIT 10.3
1. DEFINITIONS
For the purpose of this Agreement unless the context indicates otherwise -
1.1 "this Agreement" means this Sale of Shares agreement;
1.2 "the Closing Date" means 01 March 1996, or the date upon which
the entire purchase price has been paid, whichever is the
earlier;
1.3 "Softline Management" means Xxxxxx Xxxx Xxxxx, Xxxx Xxxxxxx
Xxxxxxx and Xxxx Xxxxxxx Xxxxx;
1.4 "the Company" means Soft Line Business Systems (Proprietary)
Limited, Registration No. 70/11870/07;
1.5 the effective date means 1 March 1996;
1.6 "Persetel" means Persetel Holdings Limited and its
subsidiaries from time to time;
1.7 "the Purchaser" means SVI Holdings, Inc. Federal Employers
Identification Number 00-0000000
1.8 "the Seller" means "Softline Management"
1.9 "the Persetel Agreement" means the Sale of Shares Agreement
between Persetel Investments (Proprietary) Limited and
Persetel Trading (Proprietary) Limited and Xxxxxx Xxxx Xxxxx,
Xxxx Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx Xxxxx;
1.10 "the Sale Shares" means all the shares in the issued share
capital of the Company.
2. PREAMBLE
The parties record that -
2.1 the authorised share capital of the Company is R1 000,00 (one
thousand rand) divided into 10 000 ten thousand) ordinary
shares of 10c (ten cents) each;
2.2 the issued share capital of the Company is R100,00 (one
hundred rand) divided into 1 000 (one thousand) ordinary
shares of 10c (ten cents) each, which shares are held as
follows -
2.2.1 Persetel Investments - 850 (eight hundred and fifty)
ordinary shares of 10c (ten cents) each, being 85% (eighty
five per centum) of the shares in the issued share capital of
the Company;
2.2.2 Xxxxx - 50 (fifty) ordinary shares of 10c (ten
cents) each, being 5% (five per centum) of the shares in the
issued share capital of the Company;
2.2.3 Xxxxxxx - 50 (fifty) ordinary shares of 10c (ten
cents) each, being 5% (five per centum) of the shares in the
issued share capital of the Company;
2.2.4 Xxxxx - 50 (fifty) ordinary shares of 10c (ten
cents) each, being 5% (five per centum) of the shares in the
issued share capital of the Company;
2.3 Seller has entered into an agreement for the purchase of 850
(eighty hundred and fifty) ordinary shares of 10c (ten cents)
2
each, being 85% (eighty five per centum) of the shares in the
issued share capital of the Company from Persetel,
2.4 Seller has decided to sell 100% of the shares in the issued
share capital of the Company to the Purchaser subsequent to
the closing of the Persetel Agreement.
2.5 whereas it is the intent of the Seller to enter into the
Persetel Agreement in order to facilitate the sale of Softline
to the Purchaser, the Persetel Agreement forms an integral and
unseverable part of this agreement, and the Purchaser accepts
the obligations and conditions of the Persetel agreement as if
it is the obligation of the Purchaser,
and the parties are entering into this Agreement to give effect thereto.
3. SALE PURCHASE PRICE AND PAYMENT
3.1 Softline Management hereby sells to the Purchasers, who hereby
purchase, the Sale Shares, with effect from the Effective
Date, on the terms and subject to the conditions set out in
this agreement.
3.2 The purchase price to be paid by the Purchasers to Softline
Management in respect of the Sale Shares, shall be R7 500
000,00 (seven million five hundred thousand rand).
3.4 The purchase price referred to in Clause 3.2 above shall be
paid by the purchasers to Softline Management by means of wire
transfer on or before 28 February 1996
4. CLOSING
On the Closing Date representatives of the parties shall meet at 14H00
at the offices of Softline Business Systems (Proprietary) Limited at 00
Xxxxxxxx Xxxxxxxx, Xxxxxxxx Ext. 4, Sandton, 2196 and at that meeting
the Seller will deliver to a representative of the Purchaser share
certificates in respect of the Sale Shares with duly signed share
transfer forms in order to enable the Sale Shares to be registered in
the name of the Purchasers or their nominee(s)
5. RISK AND BENEFIT
All the risk and benefit in the Sale Shares shall be deemed to have
passed from Softline Management to the Purchaser on the Effective Date.
6. THE PERSETEL AGREEMENT
Whereas the Persetel Agreement is expressly a part of this agreement -
6.1 save for where specifically excluded by this agreement, the
Purchaser accepts the obligations of the Persetel Agreement as
if it is an obligation of the Purchaser,
6.2 Purchaser indemnifies Seller for liability incurred by Seller
to a third party as a consequence of breach of this agreement
by Purchaser,
6.3 Seller undertakes to apply their best efforts in protecting
the interests of Purchaser in any claim against Purchaser
resulting from this agreement or the Persetel Agreement.
7. BREACH
7.1 Should either party commit a breach of this Agreement and fail
to
3
remedy that breach within 7 (seven) days after receipt from
the other party of written notice calling upon it so to do,
then the party aggrieved by that breach shall be entitled, in
addition to and without prejudice to any right it may have as
a result of that breach, to enforce the performance of the
terms hereof.
7.2 The parties remedies under Clause 7.1 shall not be exhaustive
and shall be in addition and without prejudice to any other
remedies they may have whether for damages or otherwise.
8. JURISDICTION
The parties hereby consent and submit to the jurisdiction of the
Witwatersrand Local Division of the Supreme Court of the Republic of
South Africa for the purpose of all or any legal proceedings arising
from or concerning this Agreement
9. DOMICILIUM AND NOTICES
9.1 Each party chooses the address set out below as the address at
which all notices and other communications must be delivered
for the purposes of this Agreement -
9.1.1 Softline Management at 00 Xxxxxxxx Xxxxxxxx, Xxxxxxxx
Extension 13, Xxxxxxx, 0000, or Telefax No. (27) (00) 000-0000
and marked "For the Attention of Xx Xxxx Xxxxxxx",
9.1.2 SVI Holdings, Inc. at 0000 Xxxxx Xxxxx, Xxxxx X, Xxx Xxxxx, XX
00000, or Telefax No. (91)(000) 000-0000 and marked "For the
Attention of Xx Xxxxx Xxxxxxxxx".
9.2 Any notice or communication required or permitted to be given in terms
of this Agreement shall be valid and effective only if in writing but
it shall be competent to give notice by telefax, provided that the
telefax in question has been confirmed by an acknowledgement of
competent transmission generated by the telefax machine used for the
transmission in question.
9.3 Any notice to a party contained in a correctly addressed
envelope and -
9.3.1 sent by prepaid registered post or courier service to it at
its chosen address; or
9.3.2 delivered by hand to a responsible person during ordinary
business hours at its chosen address,
shall be deemed to have been received on the day of delivery.
9.4 Any notice sent by telefax to a party at its telefax number shall be
deemed (unless the contrary is proved) to have been received -
9.4.1 if it is transmitted during normal business hours, within 2
(two) hours of transmission;
9.4.2 if it is transmitted outside normal business hours, within 2
(two) hours of the commencement of normal business hours on
the first business day after it is transmitted.
9.5 Each party chooses the physical address set out opposite its name in
Clause 9.1 as the address at which legal process must be delivered for
the purposes of this agreement.
9.6 The parties shall be entitled at any time to change their
4
addresses for the purposes of Clause 9.5 to any other address by giving
written notice to that effect to the other.
10. GENERAL
10.1 Any latitude or extension of time which may be allowed by any party
shall not under any circumstances whatsoever act as an estoppel or be
a waiver of that party's rights hereunder.
10.2 This agreement constitutes the entire contract between the parties
and no other conditions, warranties, guarantees and representations
shall be of any force or effect other than those which are included
herein.
10.3 All the transactions and arrangements contemplated in this
Agreement constitute one indivisible transaction.
11. INTERPRETATION
11.1 In this Agreement, unless the context requires otherwise -
11.1.1 words importing any one gender shall include the
other two genders;
11.1.2 the singular shall include the plural and vice versa;
11.1.3 a reference to natural persons shall include created
entities (corporate and unincorporate) and vice versa.
11.2 The headings in this Agreement have been inserted for convenience
only and shall not be used for nor assist or affect its
interpretation.
12. COSTS
12.1 Each party shall bear its own costs of and incidental to the
negotiating, preparing and drawing of this Agreement.
12.2 The purchasers shall bear the stamp duty payable on the
registration of transfer of the Sale Shares.
SIGNED AT Sandton ON 28 January 1996
For: The Softline Management Group
By: /s/ Xxxx Xxxxxxx
-----------------
Xxxx Xxxxxxx
who declares that he is authorised to do so
SIGNED AT Sandton ON 28 January 1996
For: SVI Holdings, Inc.
By: /s/ Xxxxx Xxxxxxxxx
-------------------
Xxxxx Xxxxxxxxx
who declares that he is authorised to do so
