EXHIBIT 99.1
SALE AGREEMENT
1. The parties to this agreement are:
1.1. INTERACTIVE CAPITAL (PROPRIETARY) LIMITED ("INTERACTIVE"), in
its own right and for on behalf of each member of a
consortium; and
1.2. SALTON, INC., on behalf of Pifco Overseas Limited ("SALTON").
2. It is recorded that:
2.1. the parties entered into an agreement ("THE EXISTING
AGREEMENT") dated 6 July 2005 regarding the sale of 111 544
628 (one hundred and eleven million five hundred and forty
four thousand six hundred and twenty eight) ordinary shares
("SALE SHARES") in the issued share capital of Amalgamated
Appliance Holdings Limited ("AMAP");
2.2. Interactive's acceptance of Salton's offer to sell the shares
was subject to a condition (amongst other conditions) as set
out in paragraph 4.1 of the existing agreement, namely
completion to Interactive's satisfaction of a due diligence
investigation into AMAP's business and affairs (the "DUE
DILIGENCE CONDITION");
2.3. on 24 August 2005 Interactive confirmed fulfilment of the due
diligence condition so that its acceptance of Salton's offer
became unconditional and Salton's right to sell the shares to
a third party in terms of paragraph 8 of the existing
agreement expired; and
2.4. the parties wish to replace the provisions of the existing
agreement (the implementation of which is still subject to
the fulfillment of the outstanding conditions set out in
paragraph 4.2 of the existing agreement) with those of this
agreement, as provided for below.
3. Salton hereby sells to Interactive (which is acting on the basis as set
out in clause 1 above) the sale shares for a price of R518 682 520
(five hundred and eighteen million six hundred and eighty two thousand
five hundred and twenty rand) equal to R4,65 (four rand sixty five
cents) per sale share. The sale shares are sold cum the 17 cent
dividend declared by AMAP on 24 August 2004 and any other dividend
declared thereafter. For the avoidance of doubt, this dividend payment
shall be not deducted from the aforementioned price, but shall be
renounced by Salton in favour of Interactive immediately upon transfer
of the sale shares.
4. Transfer of the sale shares and payment of the purchase price due in
terms of this agreement shall be effected as follows:
4.1. immediately after signature of this agreement, Salton will use
all reasonable endeavours necessary to procure that
Silverpoint enter into an escrow agreement with Nedbank
Securities (Pty) Limited ("NEDSEC") (or if deemed necessary by
the parties, any other South African Central Securities
Depository Participant) and Salton in terms of which NedSec
shall (i) receive delivery of the share certificate for the
sale shales and hold the sale shares in escrow for and on
behalf of Silverpoint (as pledgee of the
sale shares), (ii) immediately dematerialize the certificated
sale shares and (iii) following (i) and (ii), cause the sale
and purchase of the sale shares to be effected by facilitating
payment of the purchase price from Interactive to Salton (for
the avoidance of doubt, the Escrow agreement shall
unequivocally stipulate and provide that once the sale shares
are dematerialized, and despite the fact that they are
registered in Salton's name, Silverpoint shall be entitled at
all times prior to the closing of the sale of the sale shares
to enforce its pledge in accordance with the pledge agreement
currently in force between Salton and Silverpoint (as annexed
to the Escrow Agreement), and in terms of the Securities
Services Act, by way of written instruction of Silverpoint to
Nedbank ("THE ESCROW AGREEMENT");
4.2. within 15 (fifteen) business days after dematerialisation of
the sale shares, the sale shares shall be transferred to
Interactive or its nominee/s against payment of the purchase
price in cash without deduction or set-off into the account
nominated by Silverpoint (which account shall be nominated in
terms of the Escrow Agreement).
5. Subject to the entering into of the Escrow Agreement by Salton, Nedbank
and Silverpoint, Salton warrants that it will be able to pass free and
unencumbered title in and to the sale shares to Interactive and/or its
nominee/s, the sale shares are sold free of any representations or
warranties of whatsoever nature.
6. If:
6.1 the Escrow Agreement is not concluded within 15 (fifteen) days
after signature of this Agreement; or
6.2 the sale shares have not been dematerialized within 10 (ten)
days after signature and delivery of the Escrow Agreement to
Nedbank,
then Interactive may by written notice to Salton elect to cancel the
provisions of this agreement in which event the provisions of the
existing agreement shall be binding on the parties as if this agreement
had never been concluded.
7. Interactive hereby unconditionally warrants in favour of Salton that:
7.1 in concluding this agreement Interactive leads and manages a
consortium and has the power and is duly, fully and validly
authorised (under South African law) by each of the consortium
members to (a) act as that member's agent in concluding this
agreement, and (b) conclude this agreement for and on behalf
of that member and (c) bind that member to the provisions of
this agreement; and
7.2 there are no concert party arrangements between consortium
members, with the result that transfer of the sale shares to
Interactive or its nominee/s has no mandatory offer to
minority consequence or other consequence under the SRP Code
or the Competition Act;
8. This is the whole agreement between the parties and no amendment,
modification or consensual cancellation to this agreement shall be
binding unless recorded in writing document signed on behalf of the
parties.
9. The provisions of this agreement supercede all prior agreements (and, in
particular, the existing agreement) between the parties and no party
shall have any claim against any other in terms of or arising from any
such prior agreement/s, and shall be governed by and construed in
accordance with the laws of the Republic of South Africa. The parties
hereto submit themselves to the non-exclusive jurisdiction of the
Witwatersrand Local Division of the High Court of the Republic of South
Africa
SIGNED by the parties on the following dates and at the following places
respectively:
DATE PLACE SIGNATURE
For: Interactive Capital (Proprietary)
Limited
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For: Salton, Inc.
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