1
EXHIBIT 10.43
DATED 10 NOVEMBER 1999
ACQUISITION AGREEMENT
BETWEEN
(1) THE SELLING MANAGEMENT SHAREHOLDERS
(2) ABERDEEN ASSET MANAGEMENT PLC
(3) THE STANDARD LIFE ASSURANCE COMPANY
(4) THE NON-SELLING MANAGEMENT SHAREHOLDER
(5) LOMBARD INTERNATIONAL ASSURANCE S.A.
AND
(6) PM HOLDINGS, INC.
LEBOEUF, LAMB, XXXXXX & XXXXXX
No 0 Xxxxxxx Xxxxx
Xxxxxxx Xxxx
Xxxxxx
XX0X 0XX
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TABLE OF CONTENTS
1 INTERPRETATION........................................................2
2 SALE AND PURCHASE.....................................................4
3 CONSIDERATION.........................................................5
4 COMPLETION............................................................5
5 WARRANTIES AND UNDERTAKINGS...........................................6
6 SET-OFF...............................................................9
7 ANNOUNCEMENTS.........................................................9
8 ASSIGNMENT AND TRANSFER...............................................9
9 GENERAL...............................................................9
10 COSTS................................................................10
11 ENTIRE AGREEMENT AND VARIATIONS......................................10
12 GOVERNING LAW AND JURISDICTION.......................................10
13 NOTICES..............................................................11
SCHEDULE 1
PART 1
SELLING MANAGEMENT SHAREHOLDERS......................................13
PART 2
NON-SELLING MANAGEMENT SHAREHOLDER...................................13
PART 3
FORM OF THE SHARE TRANSFER AGREEMENT.................................14
SCHEDULE 2...................................................................16
TAXATION AND CORPORATE WARRANTIES....................................16
SCHEDULE 3
DECLARATION..........................................................23
3
SCHEDULE 4
LIABILITIES UNDER THE WARRANTIES.....................................24
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THIS AGREEMENT is dated 10 November 1999
BETWEEN:
(1) THE PERSONS whose names and addresses are listed in Part 1 of Schedule 1
(together the "SELLING MANAGEMENT SHAREHOLDERS" and individually a
"SELLING MANAGEMENT SHAREHOLDER");
(2) ABERDEEN ASSET MANAGEMENT PLC, a company incorporated in Scotland and
having its registered office at One Albyn Place, Aberdeen ABIO IYG,
Scotland ("ABTRUST");
(3) THE STANDARD LIFE ASSURANCE COMPANY, having its head office at Standard
Life House, 00 Xxxxxxx Xxxx, Xxxxxxxxx XX.00 0XX ("STANDARD LIFE");
(4) THE PERSON whose name and address is listed in Part 2 of Schedule 1 (the
"NON-SELLING MANAGEMENT SHAREHOLDER");
(5) LOMBARD INTERNATIONAL ASSURANCE S.A., a company organised under the laws
of Luxembourg and having its registered office at Xxxxxxx Xxxxxx, 0
Xxxxx xx Xxxxxx, Xxxxxxxxxxxxx, X-0000 ("XXX COMPANY"); and
(6) PM HOLDINGS, INC. a corporation organised in the United States of
America under the laws of the State of Connecticut and having its
executive offices at Xxx Xxxxxxxx Xxx, Xxxxxxxx, XX 00000 0000 ("XXX
XXXXXXXXX").
WHEREAS:
(A) The Company was incorporated in Luxembourg on 16 July 1991 as a Societe
Anonyme and has at the date hereof an authorised share capital of Pound
Sterling 1,500,000 divided into 1,375,000 Ordinary Shares of Pound
Sterling l each, 50,000 Convertible Ordinary Shares of Pound Sterling l
each and 75,000 Convertible Preference Shares of Pound Sterling 1 each.
The Selling Management Shareholders are the legal and beneficial owners
of 265,000 issued Ordinary Shares of Pound Sterling 1 each in the
capital of the Company in registered form.
(B) The Non-Selling Management Shareholder is the legal and beneficial owner
of 10,000 Ordinary Shares of Pound Sterling 1 each in the capital of the
Company in registered form.
(C) The Selling Management Shareholders have agreed to sell and the
Purchaser has agreed to purchase 150,000 Ordinary Shares of Pound
Sterling 1 each in the capital of the Company in registered form on the
terms and conditions hereinafter set out. The figure of 150,000 Ordinary
Shares is taken to represent 12% of the issued share capital of the
Company on a fully diluted basis following Determination (as defined in
the Shareholder Agreement).
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IT IS AGREED as follows:-
1 INTERPRETATION
1.1 In this Agreement the following expressions shall, unless otherwise
specified or the context otherwise requires, have the meanings set
opposite them respectively:-
"Assessor of
Income Tax" means the Luxembourg Assessor of Income Tax;
"Board" the board of directors of the Company as duly
convened and constituted from time to time;
"Business Day" a day when banks in England, Luxembourg,
Scotland and the United States of America are
all open for all normal banking business;
"Companies Act" means the Luxembourg law of August 10, 1915 on
commercial companies, as amended;
"Completion" completion of the sale and purchase of the Sale
Shares by virtue of the performance by each of
the parties to this Agreement of their
obligations assumed by them respectively under
Clause 4;
"Completion Date" the day on which Completion takes place being in
accordance with the provisions of Clause 4;
"Consideration" the consideration for the Sale Shares payable
pursuant to Clause 3;
"Disclosure Letter" the letter of even date herewith from the
Company to the Purchaser relating to the
Warranties set out in Schedule 2;
"Last Accounts
Date" means 31 December 1998 (being the date to which
the Principal Accounts have been prepared);
"Lien" any pledge, warrant, option, lien, charge,
security, encumbrance or equity or the
equivalent thereof in any jurisdiction;
"Principal
Accounts" means the audited balance sheet as at the Last
Accounts Date and audited profit and loss
account for the year ended on the Last Accounts
Date of the Company, including the directors'
report thereon, the notes thereto and the report
of the independent auditor;
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"Purchaser's
Solicitors" LeBoeuf, Lamb, Xxxxxx & XxxXxx, No 0 Xxxxxxx
Xxxxx, Xxxxxxx Xxxx, Xxxxxx XX0X 0XX, Xxxxxxx;
"Sale Shares" 150,000 Ordinary Shares of Pound Sterling l each
in issue in the capital of the Company;
"Selling Management
Shareholders'
Solicitors" XX Xxxxxx & Co, 000 Xxxxx Xxx Xxxx, Xxxxxx XXxX
0XX, Xxxxxxx;
"Shareholder
Agreement" the shareholder agreement relating to the
Company of even date herewith and entered into
between the parties hereto other than certain of
the Selling Management Shareholders;
"Statute" means any directive, statute, enactment, law or
regulation wheresoever enacted or issued, coming
into force or entered into and shall include
orders, regulations, instruments, or other
subordinate legislation made under the relevant
statute or statutory provision and any
directive, statute, enactment, law, order,
regulation or provision which amends, extends,
consolidates or replaces the same or which has
been amended, extended, consolidated or replaced
by the same;
"Subscription and
Shareholder
Agreement" the subscription and shareholder agreement
relating to the Company dated 26 July 1991 and
entered into between inter alios certain of the
parties hereto as amended by three supplemental
deeds and seven deeds of adherence;
"Taxation"
or "Tax" means:-
(a) all forms of taxation including and
without any limitation any charge, tax,
duty, levy, impost, withholding or
liability wherever chargeable imposed
for support of national, state, federal,
municipal or local government or any
other person and whether of Luxembourg
or any other jurisdiction; and
(b) any penalty, fine, surcharge, interest
charges or costs payable in connection
with any taxation within (a) above;
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"Taxation
Authority" means the Assessor of Income Tax and any other
governmental, or other authority whatsoever
competent to impose any Taxation whether in
Luxembourg or elsewhere; and
"Taxation Statute" means any Statute providing for or imposing any
Taxation.
1.2 In this Agreement, unless otherwise specified or the context otherwise
requires:-
1.2.1 reference to clauses and schedules are to Clauses of and
Schedules to this Agreement;
1.2.2 words importing the whole shall be treated as including a
reference to any part thereof; and
1.2.3 words and expressions defined in the United Kingdom Companies
Act 1985 shall have the same meaning herein as therein.
1.3 In this Agreement the headings to Clauses are inserted for convenience
of reference only and shall not affect the construction or
interpretation of this Agreement.
2 SALE AND PURCHASE
2.1 With effect from Completion the Selling Management Shareholders shall
sell and the Purchaser shall purchase the number of Sale Shares set out
below:-
Onslow Limited: 55,000 shares
Xxxxxxx Xxxxxxx: 25,000 shares
Xxxxxxxxx Corporation: 27,500 shares
Graham Shore: 8,750 shares
Xxxx-Xxxxx Holdings S.A.: 33,750 shares
2.2 Each of the Selling Management Shareholders, the Non-Selling Management
Shareholder, Abtrust and Standard Life hereby waives any pre-emption
rights which may exist in relation to the Sale Shares pursuant to the
Articles of Incorporation of the Company, the Subscription and
Shareholder Agreement or otherwise.
3 CONSIDERATION
The consideration at Completion payable for the Sale Shares shall be, in
aggregate, Pound Sterling 18,000,000 (eighteen million pounds Sterling)
(the "Consideration").
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4 COMPLETION
4.1 At Completion each of the Selling Management Shareholders shall deliver
to the Purchaser's Solicitors on behalf of the Purchaser (or procure
delivery of):-
4.1.1 a duly executed Share Transfer Agreement in the form set out in
Part 3 of Schedule 1 hereto in respect of the number of Sale
Shares set against their name in Clause 2.1 in favour of the
Purchaser;
4.1.2 any Power of Attorney under which this Agreement or any document
referred to herein or executed in pursuance hereof is executed
on behalf of such Selling Management Shareholder and/or such
other evidence as may be reasonably necessary to demonstrate the
authority of any person executing on behalf of the relevant
Selling Management Shareholder; and
4.1.3 in respect of Xxxx-Xxxxx Holdings S.A. a duly executed
declaration as set out in Part B of Schedule 3 hereto.
4.2 At Completion the Company shall deliver to the Purchaser's Solicitors on
behalf of the Purchaser:-
4.2.1 a duly certified copy of a unanimous resolution of a duly
authorised committee of the Board approving the transfers
referred to herein, authorising the execution of the Share
Transfer Agreements to which the Purchaser and the Selling
Management Shareholders are also parties in the form set out in
Part 3 of Schedule 1 hereto, directing that the Purchaser shall
be entered in the Company's Register of Shareholders in respect
of the Sale Shares and confirming that an entry shall be made
against Xxxx-Xxxxx Holdings S.A. in the register of members in
favour of the Purchaser pursuant to Clause 5.11 of the
Shareholder Agreement;
4.2.2 the duly executed declaration set out in Part A of Schedule 3
hereto;
4.2.3 the duly executed Share Transfer Agreements referred to in
Clause 4.1.1 above;
4.2.4 an opinion from Elvinger Dessoy de Fierlant, Luxembourg, counsel
to the Company, in a form satisfactory to the Purchaser
confirming, inter alia, that the Company's shares are in
registered form, that no Liens have been registered against the
Sale Shares and that the Purchaser would therefore take free of
any such claim in respect of any Lien if it existed but was not
registered;
4.2.5 in respect of the Selling Management Shareholders which are
corporations, opinion letters relating to the capacity of such
corporations to enter into this Agreement and be bound by its
terms and provisions, in a form satisfactory to the Purchaser
from:
(a) Ogier & Le Masurier, in respect of Onslow Limited;
(b) Xxxxxx Xxxx & Co, in respect of Xxxxxxxxx Corporation
Limited; and
(c) Elvinger, Hoss & Pruseen, in respect of Xxxx-Xxxxx
Holdings S.A.; and
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4.2.6 a certified copy of the register of shareholders of the Company.
4.3 At Completion, each of the Company, Abtrust, Standard Life, the
Non-Selling Management Shareholder and those Selling Management
Shareholders who is/are a party thereto shall duly execute and deliver
to the Selling Management Shareholders' Solicitors the Shareholder
Agreement.
4.4 In addition, all parties hereto except Xxxxxxx Xxxxxxx and Onslow
Limited agree that the documents annexed to this Agreement relating to
the establishment of Insurance Development Holding A.G. are in
substantially the agreed form and undertake to execute all such
documents with such amendments and modifications as such parties may
consider appropriate within thirty (30) days of Completion.
4.5 Completion of the purchase by the Purchaser of the Sale Shares shall be
conditional and dependent upon completion of all the sales and purchases
as referred to herein.
4.6 When the provisions of Clauses 4.1, 4.2 and 4.3 above have been complied
with, the Purchaser shall procure the delivery to the Selling Management
Shareholders' Solicitors for the account of the Selling Management
Shareholders of a CHAPS transfer for the Consideration in favour of the
Selling Management Shareholders' Solicitors who are authorised by the
Selling Management Shareholders to receive payment of the Consideration
on their behalf and whose receipt shall be sufficient discharge of the
Purchaser's obligations and the Purchaser shall be unconcerned as to the
division of the Consideration as amongst the Selling Management
Shareholders.
4.7 Within five (5) Business Days of Completion, the Company undertakes to
provide to the Purchaser a certified copy of the register of
shareholders, of the Company confirming that the Purchaser's name has
been entered thereon in respect of the Sale Shares.
5 WARRANTIES AND UNDERTAKINGS
5.1 Each of the Selling Management Shareholders severally warrants,
represents and undertakes to the Purchaser that as of the date hereof:-
5.1.1 he has full power and authority to enter into and perform this
Agreement and this Agreement when executed will constitute a
valid, binding and enforceable obligation on such Selling
Management Shareholder;
5.1.2 he is entitled to sell and transfer to the Purchaser, on the
terms of this Agreement without the consent of any third party,
the unencumbered legal and beneficial ownership of his Sale
Shares free from any Lien;
5.1.3 there is no outstanding indebtedness of such Selling Management
Shareholder to the Company and there is no outstanding
indebtedness of the Company to such Selling Management
Shareholder, apart from remuneration accrued and expenses
incurred by such Selling Management Shareholder on behalf of the
Company (such amount of remuneration and accrued expenses not
exceeding in aggregate Pound Sterling 500,000); and
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5.1.4 there is not, nor is there any agreement or arrangement to
create, any Lien under the laws of Luxembourg or any other
jurisdiction on, over or affecting any of the Sale Shares held
by such Selling Management Shareholder and no person is entitled
to claim any of the foregoing.
5.2 In consideration of the Purchaser entering into this Agreement and
agreeing to make payments to the Company in accordance with the
provisions of Clause 5.10 of and Part A of Schedule 5 to the Shareholder
Agreement, the Company and (to the extent specified in Schedule 4)
certain of the Selling Management Shareholders warrant, represent and
undertake that the warranties set out in Schedule 2 are true, accurate
and not misleading as of the date hereof subject to disclosures made in
the Disclosure Letter of even date herewith. The warranties given by the
Selling Management Shareholders and set out in Clause 5.1 and the
warranties given by the Company and set out in Schedule 2 are
hereinafter sometimes referred to collectively as "the Warranties".
5.3 Each of the Warranties shall be separate and severable and shall not be
limited by reference to or inference from any other Warranty.
5.4 Each Selling Management Shareholder and the Company acknowledges that
the Purchaser is entering into this Agreement in reliance upon the
Warranties given by him or it, all of which have been made and/or given
with the intention of inducing the Purchaser to enter into this
Agreement.
5.5 The liability of each Selling Management Shareholder under Clause 5.1
shall be limited to the amount received by him for the sale of his Sale
Shares and such amounts received by each Selling Management Shareholder
shall not be deemed to be reduced by any Tax paid thereon as a
consequence of the transfer of such, Sale Shares pursuant to this
Agreement.
5.6 The Company and each of the Selling Management Shareholders undertakes
that, should any of them become aware of any circumstances giving or
likely to give rise to a claim for breach of a Warranty given by it or
him, it or he will notify the Purchaser as soon as practicable after
becoming so aware.
5.7 The aggregate liability of the Company and the Co-Warrantors (as defined
in Schedule 4) pursuant to Clause 5.2 shall not exceed Pound
Sterling 18,000,000.
5.8 No claim may be made against the Company or the Co-Warrantors (as
defined in Schedule 4 to this Agreement) pursuant to this Clause 5:
(a) unless notice of such claim is served on the Company and the
Co-Warrantors in writing specifying in reasonable detail the
nature of such claim and the amount claimed before:
(i) in respect of all Warranties relating to taxation, six years;
and
(ii) otherwise, two years;
from the Completion Date;
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(b) unless such notice is served as soon as reasonably practicable,
and in any event within sixty (60) days, of the Purchaser or any
of its officers receiving actual knowledge thereof;
(c) unless notice of such claim is served on the Company and the
Co-Warrantors in accordance with this Clause 5.8 and within
twelve (12) months thereafter legal proceedings in respect of
such claim shall have been issued and served upon the Company or
the Co-Warrantors or the Purchaser and the Company or the
Co-Warrantors have agreed to settle such claim; or
(d) which arises from a breach which is capable of remedy unless and
until the Company is given notice of such breach and such breach
is not remedied within thirty (30) days of the date upon which
notice is received.
5.9 The service of a notice of claim on the Company pursuant to Clause 5.8
shall result in the suspension of the requirement to issue and serve
legal proceedings in respect of the underlying cause of action referred
to in Clause 5.8(c). Provided that the requirements of Clause 5.8 have
been met, no delay resulting from implementation by the Purchaser of the
set-off against the Contingent Deferred Payments, as permitted by
paragraph 3 and required by paragraph 4 of Schedule 4, shall give rise
to a defence against the Purchaser's subsequent attempts under
paragraphs 5 or 6 of Schedule 4 to collect the balance owed with respect
to any claim.
5.10 Once notice of a claim has been served on or brought against the
Company, the Company shall not distribute any Contingent Deferred
Payments then or thereafter in its possession or under its control until
such claim has been paid in full or withdrawn. The foregoing
notwithstanding, the Company may distribute that portion, if any, of the
Contingent Deferred Payments which exceed the sum of the Determined
Amount (as defined in Schedule 4) plus interest thereon and costs of
collection as provided by paragraph 7 of Schedule 4.
5.11 The limitations contained in Clauses 5.5, 5.7 and 5.8 shall not apply
where there has been fraud or deceit or wilful non-disclosure on the
part of (as the case may be) the relevant Selling Management Shareholder
or the Company.
6 SET-OFF
The mechanism under which the Purchaser will off-set such amounts owed
to it in respect of any breach of the Warranties is as set out in
Schedule 4 to this Agreement.
7. ANNOUNCEMENTS
Except as otherwise permitted by the Shareholder Agreement no party to
this Agreement shall make or permit any person connected with it or them
to make any media announcement or issue any press or media statement or
press or media release with respect to this Agreement or any matter
contained herein or ancillary hereto without obtaining the prior written
agreement of the others to the contents thereof, such agreement not to
be unreasonably withheld or delayed.
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8 ASSIGNMENT AND TRANSFER
The benefit of this Agreement may be assigned by the Purchaser to any
company of which it is a subsidiary or to any other company which is its
subsidiary or a subsidiary of its holding company (the "Purchaser's
Group") provided that any such assignment shall cease to be effective on
any such assignee ceasing to be a member of the Purchaser's Group. In
addition, the Purchaser shall have the right to assign the benefit of
the provisions of Clause 6 of this Agreement to a purchaser of any or
all of the Sale Shares. Any such assignment shall be notified to the
Company, and shall not take effect until the assignee has entered into a
Deed of Adherence in accordance with the Shareholder Agreement. No other
party shall be entitled without the prior written consent of the other
parties to this Agreement to assign or transfer either the benefit or
burden of this Agreement or any right and/or obligation under this
Agreement.
9 GENERAL
9.1 Each of the Selling Management Shareholders and the Non-Selling
Management Shareholders undertakes to the Purchaser that he shall from
time to time after Completion execute such further documents and do such
further acts and things as the Purchaser may reasonably require for the
purposes of vesting in it the respective purchases of the Sale Shares
and the full benefit of this Agreement.
9.2 If any provision of this Agreement shall to any extent be invalid,
illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired
thereby and each of the provisions of this Agreement shall be valid,
legal and enforceable to the fullest extent permitted by any applicable
law.
9.3 The rights of the Purchaser in respect of a breach of any provision of
this Agreement shall not be affected by Completion nor by the giving of
any time or other indulgence to any Selling Management Shareholder nor
by any cause except a specific waiver or release by the Purchaser in
writing.
9.4 The rights and remedies of the Purchaser under this Agreement are
cumulative and not exclusive of each other or of any other right or
remedy.
9.5 This Agreement may be executed in several counterparts (whether original
or facsimile counterparts) and upon the execution of all such
counterparts by one or more parties, each counterpart shall be deemed to
be an original hereof.
10 COSTS
Except for the legal fees of the Selling Management Shareholders'
Solicitors which shall be borne by the Selling Management Shareholders
and the Company jointly and those of Abtrust and the Standard Life which
shall be borne by the Company, the other parties hereto shall each pay
their own costs and expenses in connection with the preparation,
execution and carrying into effect of this Agreement.
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11 ENTIRE AGREEMENT AND VARIATIONS
11.1 This Agreement and the documents referred to herein constitute the whole
agreement and understanding between the parties relating to the subject
matter hereof and thereof and supersede any previous agreement,
arrangement or understanding between the parties in relation thereto. No
oral explanation or oral information given by any party shall alter the
interpretation of this Agreement.
11.2 Each of the parties acknowledges that it has not entered into this
Agreement in reliance on any statement or representation, whether or not
made by any other party, except insofar as the same has been
incorporated into this Agreement, including the Schedules hereto, and
the Shareholder Agreement.
11.3 No variations to this Agreement shall be effective unless made in
writing and duly executed by each of the parties hereto.
12 GOVERNING LAW AND JURISDICTION
12.1 This Agreement shall be governed by and construed in accordance with the
laws of England and Wales and may be executed in any number of
counterparts.
12.2 Each of the parties hereto irrevocably agrees that the High Court of
Justice in England and Wales is to have jurisdiction to settle any
disputes which may arise out of or in connection with this Agreement and
thus any proceedings may be brought in such Court and each of the
parties hereby submit to such jurisdiction in respect of any rights,
pleas or claims arising hereunder. Without prejudice to the foregoing
execution of this Agreement by the parties hereto, Xxxx-Xxxxx Holdings
S.A. and the Company expressly and specifically confirm their agreement
with the provisions of this Clause 12.2 for the purposes of Article 1 of
the Protocol annexed to the Convention on Jurisdiction and the
Enforcement of Judgments in Civil and Commercial Matters signed in
Brussels on 27th September 1968.
12.3 For the benefit of the Purchaser, each of the Selling Management
Shareholders hereby irrevocably agrees to appoint the Selling Management
Shareholders' Solicitors as agent for service of process, to act as
their authorised agent and to receive service of process in England for
the purposes of any legal actions or proceedings brought by the
Purchaser in respect of this Agreement. Any such process shall be
addressed by name to Xx. Xxxxxx Xxxxxxxxxx and to the Senior Partner of
X X Xxxxxx & Co for the time being.
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13 NOTICES
Any notice or other communication to be given by one party to another
under or in connection with the matter contemplated by this Agreement
shall be in writing and shall be given by letter delivered by hand or
sent by first class pre-paid recorded delivery or registered post to the
addresses given herein or such other addresses as may be specified for
this purpose or by facsimile transmission and shall be deemed to have
been received and served in the case of delivery by hand prior to 5:00
p.m. on a business day, when delivered, and in any other case on the
business day following the day of delivery, or in the case of first
class pre-paid recorded delivery or registered post or airmail postage
prepaid on the second business day (and in the case of the Purchaser,
the fifth business day) following the day of posting or in the case of
facsimile transmission at the time of transmission.
FOR THE COMPANY:
Lombard International Assurance S.A.
Airport Centre
0 Xxxxx xx Xxxxxx
Xxxxxxxxxxxxx
X-0000
Xxxxxxxxxx
Attention: Chief Executive
Fax: 00 000 000 000
FOR THE PURCHASER:
PM Holdings, Inc.
Xxx Xxxxxxxx Xxx
Xxxxxxxx
XX 00000 5056
Connecticut
USA
Attention: General Counsel
Fax: 000 000 000 0000
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FOR THE SELLING MANAGEMENT SHAREHOLDERS:
XX Xxxxxx & Co.
000 Xxxxx Xxx Xxxx
Xxxxxx XX0X 0XX
Xxxxxxx
Attention: Xx. Xxxxxx Xxxxxxxxxx
Fax: 0000 000 0000
Copy to: The Senior Partner
IN WITNESS WHEREOF this Agreement has been executed as a deed on the day and
year first above written.
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Executed as a Deed by and on behalf of
Aberdeen Asset Management Plc
/s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx
Director
/s/ Xxxxxx Xxxxxx Xxxxx
------------------------------------
Xxxxxx Xxxxxx Xxxxx
Director/Secretary
Executed as a Deed by and on behalf of
The Standard Life Assurance Company
/s/ Xxxxx Xxxxxxxx
------------------------------------
Xxxxx Xxxxxxxx
Director
/s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxxxx
Director/Secretary
Executed as a Deed by and on behalf of
Xxxx Xxxxx Holdings S.A.
/s/ X. X. Xxxxx
------------------------------------
X. X. Xxxxx
Director
/s/ R. Deed
------------------------------------
R. Deed
Director/Secretary
Executed as a Deed by and on behalf of
Lombard International Assurance S.A.
/s/ X. X. Xxxxx
------------------------------------
X. X. Xxxxx
Director
/s/ Xxxxxx Xxxxxxx
------------------------------------
Xxxxxx Xxxxxxx
Director/Secretary
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17
Executed as a Deed by and on behalf of
PM Holdings, Inc.
/s/ Xxxxxxx X. Xxxxx
------------------------------------
Xxxxxxx X. Xxxxx
Vice President
/s/ Xxxxxx Xxxxxxx
------------------------------------
Xxxxxx Xxxxxxx
Director/Secretary
Executed as a Deed by and on behalf of
Onslow Limited
/s/ Xxxxx Xxxxxxx-Xxxxx
------------------------------------
Xxxxx Xxxxxxx-Xxxxx
Director
/s/ Xxxx Xxxxx
------------------------------------
Xxxx Xxxxx
Director/Secretary
Executed as a Deed by and on behalf of
Xxxxxxxxx Corporation Limited
/s/ Xxxxxx Xxxxxxxx
------------------------------------
Xxxxxx Xxxxxxxx
Director
/s/ Xxxxxxxxx Xxxxxx
------------------------------------
Xxxxxxxxx Xxxxxx
Director/Secretary
Executed as a Deed by ) /s/ R. Deed (under power of attorney)
Brain Xxxxxxxx in the )
presence of: ) /s/ J.F.X. Xxxxxxx
Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxxx
Address: 00 Xxxxxxxxxx, X-0000 Xxxxxxxxxxxxx Xxxxxxxxxx
Occupation: General Manager
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Executed as a Deed by ) /s/ Graham Shore
Graham Shore in the )
presence of: ) /s/ R. Deed
Name: Xxxxxx X.X. Deed
Address: 00 Xxx xx x'Xxxxxx, X-0000 Xxxxxxxxxxx, Xxxxxxxxxx
Occupation: Company Secretary
Executed as a Deed by ) /s/ J.F.X. Xxxxxxx
Xxxxxxx Xxxxxxx )
presence of: ) /s/ R. Deed
Name: Xxxxxx J.O. Deed
Address: 00 Xxx xx x"Xxxxxx, X-0000 Xxxxxxxxxxx, Xxxxxxxxxx
Occupation: Company Secretary
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