EXHIBIT 4.12
DATED 2 MARCH 2006
(1) G WILLI-FOOD INTERNATIONAL LIMITED
(2) GOLD FROST LTD
(3) THE DIRECTORS OF GOLD FROST LIMITED
(4) CORPORATE SYNERGY PLC
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SHARE LOCK-IN AND ORDERLY MARKET AGREEMENT
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CONTENTS
Clause
Page
1 LOCK-IN AND ORDERLY MARKET 2
2 POWER TO ENTER INTO THIS AGREEMENT 4
3 COUNTERPARTS 4
4 CHOICE OF LAW 4
5 ADDRESS FOR SERVICE 5
2
THIS AGREEMENT is dated 2 March 2006
BETWEEN:
(1) G WILLI-FOOD INTERNATIONAL LTD (a company which is incorporated and
registered in Israel with registered no. 520043209) whose registered office
is at 0 Xxxxx, Xxxx Xxxxxx, Xxxxx 00000, Xxxxxx (the "COVENANTOR");
(2) GOLD FROST LTD (a company which is incorporated and registered in Israel
with registered no. 52-003482-8) whose registered office is at 0 Xxxxx,
Xxxx Xxxxxx, Xxxxx 00000, Xxxxxx (the "COMPANY");
(3) THE PERSONS whose names are set out in the schedule to this agreement (the
"DIRECTORS"); and
(4) CORPORATE SYNERGY PLC (incorporated in England and Wales with registered
no. 2617599) whose registered office is at 00 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X
0XX ("CS").
BACKGROUND:
(A) The Company is to apply to London Stock Exchange plc (the "EXCHANGE") for
its entire ordinary share capital to be admitted to trading on the AIM
market of the Exchange ("ADMISSION").
(B) At the request of the Company and CS, the Covenantor has agreed not to
dispose of the 40,000,000 ordinary shares of NIS 0.01 each in the capital
of the Company ("ORDINARY SHARES") which are at the date of this agreement
registered in its name or over which it controls the voting rights or in
which it has a beneficial interest, all ordinary shares arising from the
exercise of options or convertible loan notes or similar rights granted to
the Covenanter to subscribe for or otherwise become entitled to ordinary
shares (all such details being set out in Part V of the AIM Admission
Document of the Company of even date), ("ORIGINAL SHARES") and all shares
and/or securities exchangeable for or convertible into shares in the
Company arising from any capitalisation issue or any consolidation or
sub-division of the Company's capital (to the extent that the entitlement
to such shares or securities arises by reference to Original Shares)
(together the "SHARES") for a period of 12 months from the date of
Admission (the "PERIOD") and for a further period of 12 months to deal in
those Shares in such a manner as to ensure an orderly market in the share
capital of the Company.
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(C) The Directors have agreed to act in a similar manner as that set out in
recital (B) above in relation to any Ordinary Shares which arise from any
exercise of options to subscribe for Ordinary Shares ("RESULTING SHARES"),
the details of which options are set out in paragraph 5.1 of part V of the
AIM admission document of the Company of even date.
IT IS AGREED as follows:
1 LOCK-IN AND ORDERLY MARKET
1.1 UNDERTAKINGS AND COVENANTS
(a) Conditional upon Admission, the Covenantor covenants and undertakes with
each of the Company and CS that (save for in the circumstances set out in
clauses 1.2(a) to (g) (inclusive)):
(i) during the Period, it shall not directly or indirectly offer,
mortgage, charge, pledge, sell, contract to sell or grant any option,
right or warrant to purchase or otherwise transfer or dispose of all
or any interest in any of its Shares or agree to do or permit to be
done any of the same without the prior written consent of the
Company's broker from time to time (the "BROKER") (such consent not to
be unreasonably withheld or delayed, but provided that such consent
may be granted subject to such conditions as the Broker may reasonably
impose); and
(ii) for a period of 12 months following the end of the Period only effect
disposals of interests in Shares through the Broker and in accordance
with the reasonable requirements of the Broker with a view to
maintaining an orderly market for the issued share capital of the
Company; provided always that this clause 1.1(a)(ii) shall only apply
if the price and brokers' commission applicable to the proposed
disposal are overall on terms such that the proceeds to be received by
the Covenantor in respect of such disposal are not less than the
proceeds that would be received by the Covenantor based on market
terms quoted by any other reputable stockbroker or dealer in
securities in respect of the same disposal as identified to the
Broker; and provided that this clause 1.1(a)(ii) shall not apply if
the Broker fails to effect a disposal within 5 business days from the
date on which the Covenantor gives notice to the Broker of its
intention to effect a disposal of the Shares.
For the purposes of this clause "interest" shall have the meaning given to
it in section 208 of the Companies Xxx 0000 (as amended).
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1.2 PERMITTED DISPOSALS
The covenant and undertaking in clause 1.1 shall not apply to any disposal:
(a) to a connected person (within the meaning of Section 346 of the
Companies Act 1985) in relation to the Covenanter; or
(b) to any person acting in the capacity of trustee of a trust created by
the Covenanter or upon any change of trustees of a trust so created
provided that the trust is established for charitable purposes or
there are no persons beneficially interested under the trust other
than the Covenanter and connected persons of the Covenanter; or
(c) in acceptance of a general offer (or by the giving of an irrevocable
undertaking to accept such offer) made to shareholders of the Company
to acquire all the issued Ordinary Shares (other than any shares which
are already owned by the person making such offer and any other person
acting in concert with him); or
(d) pursuant to any compromise or arrangement under the Israeli equivalent
to section 425 of the Companies Act providing for the acquisition by
any person or group of persons acting in concert, of 50 per cent. or
more of the equity share capital of the Company; or
(e) to any body corporate which is a member of the Covenantor's group
provided that the transfer is made off-market and that if the
transferee ceases to be a member of the Covenantor's group, then the
Covenantor must procure that such shares are transferred promptly back
to the Covenantor or to another member of the Covenantor's group; or
(f) pursuant to any scheme or reconstruction under the Israeli equivalent
to section 110 of the Insolvency Xxx 0000 in relation to the Company;
(g) to raise funds to satisfy any claim made against it involving a breach
of any of the warranties contained in the placing agreement made
between, inter alios, the Covenantor and CS of even date and which
agreement relates to the Company; or
(h) the granting of any charge, mortgage, security or any other
encumbrance whatsoever to any third party in respect of any interest
in Shares for the purposes of borrowing or providing collateral or
otherwise in connection with the Covenantor's banking arrangements;
provided that the Covenantor undertakes to notify promptly CS of any
such encumbrance; or
3
(i) in the case of an individual, to the personal representatives of the
relevant individual pursuant to will or intestacy.
1.3 Each of the Directors severally covenants and undertakes with each of the
Company and CS in relation to his Resulting Shares in the terms of the
provisions of clause 1.1 as though references therein to the "Covenantor"
were references to the relevant Director and to "Shares" were to Resulting
Shares.
1.4 The provisions of this clause 1 are without prejudice to any obligations
which the Covenantor may have from time to time pursuant to the Company's
code for dealings in Ordinary Shares from time to time, the AIM Rules for
Companies published by the Exchange, the Financial Services and Markets Xxx
0000 and under any applicable criminal statutes in the United Kingdom.
2 POWER TO ENTER INTO THIS AGREEMENT
The Covenantor hereby represents and warrants that it has full power and
authority to enter into this agreement, that it holds the Shares on the
date of this agreement free from all third party rights (other than
charges, pledges and security granted to its bankers) and that immediately
following Admission it will have full power and authority to perform the
obligations hereunder in respect of the Shares.
3 COUNTERPARTS
This agreement may be executed in any number of counterparts and by the
parties to it on separate counterparts, each of which when so executed and
delivered shall be an original, but all the counterparts shall together
constitute one and the same instrument.
4 CHOICE OF LAW
4.1 This agreement shall be construed in accordance with English law and the
parties irrevocably submit to the exclusive jurisdiction of the English
Courts to settle any disputes which may arise in connection with this
agreement.
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5 ADDRESS FOR SERVICE
5.1 The Covenantor irrevocably appoints Mishcon de Reya (RJT/22816-1) of Xxxxxx
Xxxxx, 00 Xxx Xxxx Xxxxxx, Xxxxxx XX0X 0XX to be its agent for the receipt
of service of process in England and Wales. It agrees that any Service
Document may be effectively served on it in connection with proceedings in
England and Wales by service on its agent.
5.1.1 Any Service Document shall be deemed to have been duly served if
marked for the attention of Xxxxxxx Xxxxx (RJT/22816-1) at
Mishcon de Reya (at the address specified above) or such other
address within England and Wales as may be notified to the party
wishing to serve the Service Document and:
5.1.1.1 left at the specified address; or
5.1.1.2 sent to the specified address by first class post.
In the case of clause 5.1.1.1 the Service Document will be deemed
to have been duly served when it is left. In the case of clause
5.1.1.2, the Service Document shall be deemed to have been duly
served two clear Business Days after the date of posting.
5.1.2 In the case of the Directors, the addresses respectively set out
in the Schedule to this agreement.
5.2 If the agent at any time ceases for any reason to act as such, the
Covenantor shall appoint a replacement agent having an address for service
in England or Wales and shall notify the other parties to this agreement of
the name and address of the replacement agent. Failing such appointment and
notification, CS shall be entitled by notice to the Covenantor to appoint a
replacement agent to act on its behalf. The provisions of this clause
applying to service on an agent apply equally to service on a replacement
agent.
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5.3 A copy of any Service Document served on an agent shall be sent by post to
the Covenantor. Failure or delay in so doing shall not prejudice the
effectiveness of service of the Service Document.
5.4 "Service Document" means a claim form, order or judgment issued out of the
courts of England and Wales or other document relating to or in connection
with any proceedings.
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SCHEDULE
THE DIRECTORS
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Name Address
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Xxx Xxxxxxxx 0 Xxxxx Xxxx Xxxxxx
Xxxxx 00000
Xxxxxx
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Xxxxxx Xxxxxxxx 0 Xxxxx Xxxx Xxxxxx
Xxxxx 00000
Xxxxxx
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Gil Hochboim 0 Xxxxx Xxxx Xxxxxx
Xxxxx 00000
Xxxxxx
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IN WITNESS hereof the parties have executed this agreement as their deed on the
date set out at the beginning.
EXECUTED AND DELIVERED AS A DEED )
BY GOLD FROST LTD )
acting by: )
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Director
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Director/Secretary
EXECUTED AND DELIVERED AS A DEED )
BY G WILLI-FOOD INTERNATIONAL LTD )
acting by: )
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Director
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Director/Secretary
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EXECUTED AND DELIVERED AS A DEED )
BY CORPORATE SYNERGY PLC )
acting by )
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Director
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Director/Secretary
EXECUTED AND DELIVERED AS A DEED BY
Xxx Xxxxxxxx
in the presence of:
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EXECUTED AND DELIVERED AS A DEED BY
Xxxxxx Xxxxxxxx
in the presence of:
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EXECUTED AND DELIVERED AS A DEED BY
Gil Hochboim
in the presence of:
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