1
EXHIBIT 99.7
CONFORMED COPY
DATED 12 March 1998
THE INDIVIDUALS LISTED IN THE SCHEDULE
-AND-
ADVANCED MARKETING (EUROPE) LIMITED
OPTION DEED
XXXXXXX & CO
000 Xxxxxxx Xxxxx
Xxxxxxx Xxxxxxxxx
Xxxxxx Xxxxxx
XX0 0XX
Tel: (01908) 668555
Fax: (01908) 674344
2
THIS DEED is made on 12 March 1998
BETWEEN:-
1 THE INDIVIDUALS LISTED IN THE SCHEDULE (the "GRANTORS"); and
2 ADVANCED MARKETING (EUROPE) LIMITED (registered number 3410987) of
Suite 25, Challenge House, Sherwood Drive, Bletchley, Xxxxxx Keynes MK3
6DP ("ADVANCED").
WHEREAS:
(A) The Grantors are the owners of the entire issued share capital of the
Company.
(B) The purpose of this Agreement is to set out the terms and conditions on
which the option is granted.
1 INTERPRETATION
1.1 In this agreement:
"Company" means Windguard Limited whose
registered office is at 0 Xxxxx Xxx
Xxxxxx, Xxxxxx XX0X 0XX;
"Grantors' Representative" means Xxxxxx Xxxxxx;
"Option" means the right granted pursuant to
clause 2.1;
- 2 -
3
"Option Exercise Date" means the date which
is 30 days after receipt by Advanced
of audited financial statements of
the Company for the year ended 28
February 2001;
"Option Shares" means the entire issued share
capital of the Company comprising
275,719 Ordinary Shares of(pound)1
each fully paid in the capital of
the Company beneficially owned by
and registered in the names of each
of the Grantors as detailed in the
Schedule, together with any further
shares, stock, options over shares
or other securities in the Company
and any shares, stock, options over
shares and other securities for the
time being representing the same by
reason of any alteration in the
share capital of the Company or any
amalgamation, re-organisation or
reconstruction of the Company.
2 OPTION
2.1 Each of the Grantors grants to Advanced the right exercisable on the
Option Exercise Date to purchase the Option Shares for a total purchase
price to be calculated in accordance with Clause 3 upon the terms and
subject to the conditions of this agreement.
2.2 The Option shall be exercisable only in respect of all the Option
Shares.
2.3 The Option shall be exercisable on the Option Exercise Date by notice
in writing served upon the Grantors' Representative. If the Option is
not
- 3 -
4
exercised on the Option Exercise Date the Option will lapse.
2.4 The parties shall be bound to complete the sale and purchase of the
Option Shares 14 days after the date of service of the notice of
exercise (or on the next succeeding business day if completion would
otherwise fall on a non-business day) or, if earlier, on the business
day preceding the expiration of the offer if the provisions of clause
2.4 apply.
3 CALCULATION OF OPTION PRICE
The price payable by Advanced for the Option Shares will be calculated by
reference to the following formula:-
A = B x C
where:-
A = the price payable for the Option Shares;
B = audited pre-tax profit for the year ended 28 February 2001; and
C = 6.5.
4 COMPLETION
4.1 Completion of the sale and purchase shall take place at the offices of
Advanced or at such other place as the parties shall mutually agree not
later than 3.00 pm on the relevant day.
4.2 The Grantors shall deliver to Advanced:
4.2.1 duly executed transfers of the Option Shares accompanied by
the
- 4 -
5
relative share certificates;
4.2.2 a waiver of any applicable rights of pre-emption, duly signed
by all the other members of the Company; and
4.2.3 such other deeds and documents as may be necessary to transfer
to Advanced or as it may direct the unencumbered beneficial
ownership of the Option Shares.
4.3 Advanced shall deliver to the Grantors' Representative a banker's draft
in the appropriate amount calculated by reference to clause 3 and
Advanced shall not be concerned to see that the monies are applied in
paying the Grantors in accordance with their respective entitlements.
4.4 The Grantors shall (so far as they are able) procure that upon
presentation of the stamped transfer of the Option Shares to the
Company together with the relative share certificates the transfers
shall be approved and Advanced shall be registered as the holder of the
Option Shares.
5 OPTION SHARES
All rights attached to the Option Shares shall accrue to Advanced on
the date of service of its notice exercising the Option and, following
the exercise of the Option, the Grantors shall account to Advanced for
all dividends or other distributions of the Company declared or paid by
reference to a record date which is after the date of service and shall
exercise all voting and other rights at the direction of Advanced.
6 GRANTORS' WARRANTIES
6.1 The Grantors warrant to Advanced that they are the beneficial owners of
the Option Shares, subject only to the Option, and have full power and
authority
- 5 -
6
to grant an option in respect of the same upon the terms and conditions
of this agreement.
6.2 The Option Shares represent 100 per cent of the ordinary share capital
of the Company issued or agreed to be issued and there is no option or
right outstanding in favour of any third party to subscribe for any
share or loan capital of the Company.
6.3 Such information relating to the Company as is known to the Grantors
and which is material to be known by a purchaser for value of the
Option Shares has been disclosed in writing to Advanced prior to the
date of this agreement.
6.4 If the Option is exercised, the Warranties contained in clauses 6.1 and
6.2 shall be repeated on the date of completion of the sale of the
Option Shares.
7 GRANTORS' UNDERTAKINGS
7.1 The Grantors undertake to Advanced that they shall not prior to the
exercise or expiry of the Option transfer dispose of, charge, pledge or
encumber in any way their respective interests in any of the Option
Shares save to any spouse or children of a Grantor or to a family trust
relating to a Grantor subject to the transferee entering into a Deed of
Adherence agreeing to be bound by the provisions of this Option Deed
and the Option Shares shall upon completion be sold free of any liens,
charges or encumbrance.
7.2 Upon the written request of Advanced the Grantors shall provide such
information relating to the Company which is material to be known by a
purchaser for value of the Option Shares of which the Grantors or any
of them may become aware.
7.3 The Grantors shall procure that until the exercise or expiry of the Option:
- 6 -
7
7.3.1 no alteration is made in the articles of association of the
Company and no regulations or resolutions inconsistent with
them are adopted;
7.3.2 the Company does not make any substantial change in the nature
of its business;
7.3.3 the Company provides to Advanced management accounts or
quarterly financial statements along with any auditor's
worksheets; and
7.3.4 the Company does not enter into any transaction that is not in
the normal and ordinary course of conducting its business nor
enter into any transaction which is not on arm's length terms.
7.3.5 the Company does not change its accounting reference date from
28 February.
8 NOTICES
8.1 Any notice or other communication given or made under or in connection
with the matters contemplated by this agreement shall be made in
writing.
8.2 Any such notice or other communication shall be addressed as provided
in sub-clause 7.3 and, if so addressed, shall be deemed to have been
duly given or made as follows:-
8.2.1 if sent by first class post, two business days after the date of
posting;
8.2.2 if sent by facsimile, when despatched
PROVIDED THAT if, in accordance with the above provisions, any such
- 7 -
8
notice or other communication would otherwise be deemed to be given or
made outside working hours, such notice or other communication shall be
deemed to be given or made at the start of working hours on the next
business day.
8.3 The relevant addressee, address and facsimile number of each party for
the purposes of this agreement, subject to sub-clause 7.4, are:-
Name of party Address Facsimile No.
------------- ------- -------------
Advanced
Advanced Marketing Suite 25, Challenge 01908 365945
(Europe) Xxxxxxx Xxxxx, Xxxxxxxx
Xxxxx, Xxxxxxxxx
Xxxxxx Xxxxxx XX0 0XX
F.A.O.: Xxxx Pickup
Grantors
c/o Grantors' Xxxxxx Xxxxxx
Representative Xxxxx Xxxxxxxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxxxx XX0 0XX
8.4 A party may notify the other parties to this agreement of a change to
its name, relevant addressee, address or facsimile number for the
purposes of sub-clause 8.3 PROVIDED THAT such notification shall only
be effective on:-
8.4.1 the date specified in the notification as the date on which
the change is to take place; or
8.4.2 if no date is specified or the date specified is less than
five clear business days after the date on which notice is
given, the date falling five clear business days after notice
of any such change has been given.
- 8 -
9
9. CONFIDENTIALITY
9.1 Advanced acknowledges and agrees that during the course of this
Agreement it will receive information from the Grantors in respect of
the Company that can be considered proprietary and confidential which
relates to the Company's business operations, services or technical
knowledge ("Confidential Information"). Advanced shall procure that all
Confidential Information communicated to it by the Grantors shall be
received in confidence; used only for the purposes, and within the
duration, of this Agreement and shall be protected in the same manner
as Advanced protects its own Confidential Information, but in any event
in not less than a reasonable manner, except information which;
9.1.1 is or becomes generally available to the public other than as
a result of a breach of this clause; or
9.1.2 is acquired from a third party who owes no obligation of
confidence to the Grantors in respect of the Confidential
Information; or
9.1.3 is independently developed by Advanced without the use of the
Confidential Information; or
9.1.4 Advanced is required by law to disclose, providing always that
Advanced shall promptly notify the Grantors of such
requirement prior to any such disclosure; or
9.1.5 is already known by Advanced at the time of its receipt (as
evidenced by its written records); or
9.1.6 is agreed by Advanced and the Grantors from time to time to
be excluded.
- 9 -
10
9.2 Upon the lapse of the Option all Confidential Information made
available by the Grantors to Advanced pursuant to this Agreement,
including any copies thereof, shall either be returned to the Grantors
or destroyed pursuant to the request of the Grantors.
9.4 The obligations of Advanced in relation to Confidential Information
contained in this clause 6 shall survive the termination or expiry of
this agreement.
10. MISCELLANEOUS
This agreement shall be binding upon each party's successors and
assigns and personal representatives (as the case may be) but, except
as expressly provided above, none of the rights of the parties under
this agreement may be assigned or transferred.
- 10 -
11
SCHEDULE
GRANTOR ADDRESS NO. OF SHARES HELD
Xxxxxx Xxxxxx 165,431
Xxxxxx Xxxxxx and
Xxxx Xxxxxx D'Aeth 55,144
Xxxxxx Xxxxxx and
Xxxxx Xxxxx 55,144
- 11 -
12
IN WITNESS whereof this Agreement has been signed and delivered as a
Deed
SIGNED and DELIVERED by )
XXXXXX XXXXXX ) A Xxxxxx
in the presence of:- )
X X Xxxxx
SIGNED and DELIVERED by )
XXXXX XXXXX ) Xxxxx Xxxxx
in the presence of:- )
X X Xxxxx
SIGNED and DELIVERED by )
XXXX XXXXXX D'AETH ) P Xxxxxx D'Aeth
in the presence of:- )
X X Xxxxx
SIGNED and DELIVERED as a )
DEED by ADVANCED MARKETING )
(EUROPE) LIMITED )
) C Tillinghurst
Director
T Pickup
Director/Secretary
- 12 -
