EXHIBIT 4.4
30 November 2001
PB Holdings NV
0000 Xxxxxxxx
Xxxxxxxxxxxxxxxxx 000
Dear Sirs
Proposed sale of shares in Restonic (M) Sdn Bhd
This letter sets out the arrangements between PB Holdings NV (Buyer) and PD
Holdings (Malaysia) Sdn Bhd (Seller) (a wholly owned subsidiary of Pacific
Dunlop Limited (PDL)), in relation to the proposed sale by the Seller of its
shares in Restonic (M) Sdn Bhd (Company). The Seller owns 5,249,999 "ordinary B"
shares and 7,000,000 preference shares in the Company (Sale Shares),
constituting approximately 50% of the shares on issue in the Company.
1. CONDITIONS
The parties acknowledge that the proposed sale of the Sale Shares is subject to
one of the following occurring in relation to the pre-emptive rights held by
FACB Industries Incorporated Berhad (FACB) under the Joint Venture and
Shareholder's Agreement Malaysia dated 6 April 1993 between FACB, PDL and the
Seller (JVA) in relation to the Sale Shares:
(a) FACB waiving its pre-emptive rights; or
(b) the period of the "Second Option" (as referred to in the JVA) expiring
without FACB having exercised its rights to purchase the Sale Shares,
(Pre-emptive Rights Condition).
The sale of Sale Shares is also subject to obtaining Foreign Investment
Committee approval, Ministry of Trade Industry approval and Bank Negara
approval (collectively Other Conditions).
2. OFFER
2.1 PRE-EMPTIVE RIGHTS CONDITION SATISFIED BY 4 DECEMBER 2001
If the Pre-emptive Rights Condition is satisfied by 5pm on Tuesday, 4 December
2001, the Buyer agrees that it will do the following:
(a) continue to be bound by the terms of the Co-ordination Agreement signed
by it on [30 November 2001] (Co-ordination Agreement) as it relates to
the Company and Sale Shares; and
(b) execute an agreement for the sale of the Sale Shares, being an
agreement in the form of the draft agreement attached as Annexure A
(Malaysia Share Sale Agreement).
In such circumstances, the Buyer, the Seller and PDL agree that they will
execute the Malaysia Share Sale Agreement by 5pm on Wednesday, 5 December 2001.
2.2 IRREVOCABLE OFFER
If the Pre-emptive Rights Condition has not been satisfied by 5pm on 4 December
2001, the Buyer agrees that by 5pm on Wednesday, 5 December 2001, it will make
an irrevocable offer to the Seller to purchase all of the Sale Shares on the
terms and conditions described below (Irrevocable Offer).
(a) terms substantially similar to those contained in the draft agreement
attached as Annexure A will apply, except that:
(1) the purchase price will be a fixed price of AUD$5,189,500,
payable in full on completion;
(2) the completion date will be the business day immediately
following the date on which all of the Pre-emptive Rights
Condition and the Other Conditions have been satisfied; and
(b) terms substantially similar to the following which are currently
contained in the Co-ordination Agreement will apply:
(1) clause 4.3 (Secondary Consents) (but only to the extent it
relates to the Sale Shares) and that part of schedule 2, part
B which relates to the Company and the Sale Shares;
(2) clause 4.5 (Tax Indemnity Deed);
(3) clause 6 (Warranties and Indemnities);
(4) clause 7 (Limitations on Liability);
(5) clause 8 (Foreign Exchange Contracts);
(6) clause 11 (Announcements and Confidentiality);
(7) clause 12 (Duties, Costs and Expenses); and
(8) clause 13 (General),
amended to the extent necessary to apply to the Company, the Sale
Shares, the Seller and the Buyer.
The above arrangement would be documented by amending the draft agreement
attached as Annexure A as follows:
(1) in the manner described in paragraph (a) above;
(2) by removing all references to the Co-ordination Agreement and
replacing any provisions incorporated by reference from the
Co-ordination Agreement, with the relevant provisions from the
Co-ordination Agreement, amended to the extent necessary to
apply to the Company, the Sale Shares, the Seller and the
Buyer and to ensure that the agreement is 'stand alone'; and
(3) by adding the provisions described in paragraph (b) above.
The intended result of the amendments would be a stand-alone document for the
sale of the Sale Shares (Stand-alone Malaysia Share Sale Agreement).
The Buyer agrees that if it is required to make the Irrevocable Offer in
accordance with this paragraph 2.2, it will do so by signing an offer letter in
the form of the draft letter attached as Annexure B, which incorporates the
terms contained in the Stand-alone Malaysia Share Sale Agreement.
For the avoidance of doubt, that part of the Escrow Amount relating to the Sale
Shares held in the Escrow Account pursuant to the Co-ordination Agreement, will
continue to be held on the terms of the Co-ordination Agreement until such time
as the Irrevocable Offer is accepted, from which time the terms of the
Irrevocable Offer will apply to that amount. The terms "Escrow Amount" and
"Escrow Amount" used in this paragraph have the meanings set out in the
Co-ordination Agreement.
This paragraph 2.2 is subject to paragraph 3 below.
3. TERMS OF SATISFACTION OF PRE-EMPTIVE RIGHTS CONDITION
In circumstances where:
(a) paragraph 2.2 rather than paragraph 2.1 applies to the Buyer (ie - the
Irrevocable Offer has been made); and
(b) the Pre-emptive Rights Condition has been satisfied by 15 January 2002,
on terms which allow for the Buyer, the Seller and PDL to proceed on
sale terms other than those set out in the Irrevocable Offer,
then PDL, the Buyer and the Seller agree that the terms on which the Sale Shares
are to be sold will revert to the documentary arrangements described in
paragraph 2.1. In such circumstances, as soon as practicable after the
Pre-emptive Rights Condition has been satisfied, the Buyer, the Seller and PDL
will execute the Malaysia Share Sale Agreement and the Seller will formally
notify the Buyer that it does not accept the Irrevocable Offer.
In circumstances where:
(c) paragraph 2.2 rather than paragraph 2.1 applies to the Buyer (ie - the
Irrevocable Offer has been made); and
(d) the Pre-emptive Rights Condition has been satisfied after 15 January
2002 or on terms which do not allow for the Buyer, the Seller and PDL
to proceed on sale terms other than those set out in the Irrevocable
Offer,
then PDL, the Buyer and the Seller acknowledge and agree that:
(1) after the earlier of the date on which the Pre-emptive Rights
Condition has been satisfied and 15 January 2002, the Buyer
may serve a notice on the Seller requiring it to accept the
Irrevocable Offer and in such circumstances, the draft
agreement attached to the Irrevocable Offer will be executed
by PDL, the Buyer and the Seller immediately thereafter;
(2) as soon as practicable after the earlier of the date on which
the Pre-emptive Rights Condition has been satisfied and 15
January 2002, PDL and the Buyer will procure that the
Co-ordination Agreement is amended in accordance with the
following principles:
(A) references to the Sale Shares, the Malaysia
Share Sale Agreement and the completion of
the Malaysia Share Sale Agreement will be
removed;
(B) the Malaysia Share Sale Agreement will cease
to be a Linked Transaction Agreement;
(C) the fixed price payable under the
Stand-alone Malaysia Share Sale Agreement
(Fixed Price) will be included as an Agreed
Adjustment, such that it will be deducted
from the Completion Accounts to derive the
Completion Statement, subject to paragraph
4 (for the avoidance of doubt, this new
Agreed Adjustment is additional to the
Agreed Adjustment relating to the Company
specified in paragraph 7 of schedule 4 of
the Co-ordination Agreement); and
(D) if the Buyer does not eventually buy the
Sale Shares because the Pre-emptive Rights
Condition or the Other Conditions are not
satisfied, and the Fixed Price is less than
50% of the net assets of the Company in the
Completion Accounts, PDL will refund the
Buyer the difference.
4 ACKNOWLEDGMENT OF TERMS OF THIS LETTER
By signing the attached copy of this letter, the Buyer agrees to be bound by the
terms of this letter and to procure its related corporations to do everything
necessary to give effect to its terms. PDL agrees to procure its related
corporations do everything necessary to give effect to the terms set out in this
letter.
Yours sincerely
Xxxx Xxxxxxxx
Pacific Dunlop Limited
Signed for and on behalf of
PB Holdings NV
by its attornies:
/s/ /s/
------------------------------- -------------------------------
Witness Attorney
-------------------------------
Name (please print)
/s/ /s/
------------------------------- -------------------------------
Witness Attorney
-------------------------------
Name (please print)
ANNEXURE A
DRAFT SHARE SALE AGREEMENT
ANNEXURE B
FORM OF IRREVOCABLE OFFER LETTER
See attached
[PB HOLDINGS NV LETTERHEAD]
[date]
Xx Xxxx Xxxxxxxx
Pacific Dunlop Limited
Level 3
000 Xxxxxxxx Xxxxxx
Xxxxxxxx Xxx 0000
Dear Sir
Irrevocable offer for purchase of shares in Restonic (M) Sdn Bhd
PB Holdings NV irrevocably offers to PD Holdings (Malaysia) Sdn Bhd (Seller) (a
wholly owned subsidiary of Pacific Dunlop Limited) to purchase the Sale Shares
from the Seller for AUD$5,189,500 and on the terms and conditions contained in
the draft agreement annexed as Annexure A.
This offer will lapse and will have no further force and effect after 1 December
2002.
For the purposes of this offer:
Company means Restonic (M) Sdn Bhd;
Sale Shares means all of the shares owned by the Seller in the Company, being
5,249,999 "ordinary B" shares and 7,000,000 preference shares.
Signed for and on behalf of
PB Holdings NV
by its attornies:
--------------------------- -------------------------------
Witness Attorney
-------------------------------
Name (please print)
---------------------------- -------------------------------
Witness Attorney
-------------------------------
Name (please print)
ANNEXURE A
DRAFT SHARE SALE AGREEMENT - IRREVOCABLE OFFER
ANNEXURE A
SHARE SALE AGREEMENT
RESTONIC (M) SDN BHD
Pacific Dunlop Limited
PD Holdings (Malaysia) Sdn Bhd
and
PB Holdings NV
[LOGO OF FREEHILLS]
000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxx 0000 Xxxxxxxxx
Telephone 00 0 0000 0000 Facsimile 61 3 9288 1567
xxx.xxxxxxxxx.xxx.xx DX240 Melbourne
SYDNEY MELBOURNE PERTH CANBERRA BRISBANE HANOI HO CHI MINH CITY SINGAPORE
Correspondent Offices JAKARTA KUALA LUMPUR
Liability limited by the Solicitors' Limitation of Liability Scheme, approved
under the Professional Standards Act 1994 (NSW)
Reference NJW:BAE
Malaysia Share Sale Agreement
TABLE OF CONTENTS
Clause Page
1 Definitions and interpretation 1
1.1 Definitions 1
1.2 Interpretation 4
1.3 Business Day 5
1.4 Conflict 5
2 Sale and purchase 5
2.1 Sale of shares 5
2.2 Associated rights 6
3 Purchase Price 6
3.1 Amount 6
3.2 Payment at Completion 6
3.3 Final payment 6
4 Completion 6
4.1 Date for Completion 6
4.2 Delivery of documents 6
4.3 Board meetings - to be considered 7
4.4 Buyer's obligations at completion 7
4.5 Interdependence 7
4.6 Conduct until Shares are registered 8
[Not used] 8
6 After Completion 8
6.1 Obligations relating to Taxes or Duties 8
6.2 Consultation 8
[Not used] 8
7 Warranties 8
8 Limitation of liability 9
9 Competition 9
9.1 Undertaking - jurisdictions to be confirmed 9
9.2 Acquisition of interests in competing Businesses 9
9.3 Exclusion from restraint 10
9.4 Related Corporations 10
9.5 Severability 10
10 Release of guarantees 10
11 Guarantee and indemnity 10
11.1 Guarantee 10
11.2 Indemnity 11
11.3 Extent of guarantee and indemnity 11
11.4 Continuing guarantee and indemnity 11
11.5 Warranties of the Guarantor 11
11.6 Rights 12
12 [Not used] 12
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Malaysia Share Sale Agreement
13 [Not used] 12
Schedule 1 - Share Details 13
Schedule 2 - Warranties 15
Schedule 3 - Disclosure Schedule 32
Schedule 4 - Intellectual Property Rights 33
Schedule 5 - Superannuation funds 34
Schedule 6 - Contracts 35
Schedule 7 - Guarantees 36
Schedule 8 - Employees 38
Schedule 9 - Plant and Equipment 39
Schedule 10 - Assets Leases 40
Schedule 11 - Properties 41
Schedule 12 - [Not used] 42
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Malaysia Share Sale Agreement
THIS SHARE SALE AGREEMENT
is made on 2001 between the parties specified in parts
1, 2 and 3 of schedule 1.
RECITALS
A. The Seller is the owner of the Shares.
B. The Seller agrees to sell and the Buyer agrees to buy
the Shares on the terms and conditions set out in
this agreement.
C. The Guarantor agrees to guarantee the performance by
the Seller of its obligations pursuant to this
agreement.
THE PARTIES AGREE
in consideration of, among other things, the mutual promises
contained in this agreement:
1 DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this agreement:
Accounting Standards has the meaning given to that term in the
Co-ordination Agreement;
Accounts has the meaning given to that term in the
Co-ordination Agreement;
Accounts Date means 30 June 2001;
Apportionment Statement has the meaning given to that term in
the Co-ordination Agreement;
Assets Leases means all leases, hire purchase agreements,
conditional purchase agreements and other hiring arrangements
to which a member of the Company Group is party including, but
not limited to, those listed in schedule 10, but excludes
leases in relation to the Properties;
Authorisation means any consent, registration, agreement,
certificate, licence, approval, permit, authority or exemption
from, by or with a Governmental Agency;
Business means the business carried on by the Company Group as
more particularly described in part 8 of schedule 1;
Business Day means a day on which banks are open for business
in Melbourne, Sydney and Auckland excluding a Saturday or a
Sunday or a public holiday;
Business Records means the Company Group's customer lists and
supplier lists, records of Intellectual Property Rights,
Assets Leases, Contracts and Properties;
Buyer means the company specified in part 2 of schedule 1;
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Malaysia Share Sale Agreement
Buyer Group Companies has the meaning given to that term in
the Co-ordination Agreement;
Buyer's Warranties means the warranties set out in part 1 of
schedule 2;
Claim means any claim or any course of action (including, but
not limited to, in contract, in tort or under statute) in
respect of this agreement;
Company means the company specified in part 4 of schedule 1;
Company Group means the Company and the Company Subsidiaries;
Company Subsidiaries means the companies specified in part 5
of schedule 1;
Company Subsidiary Shares means the shares in the capital of
the Company Subsidiaries described in the columns headed
"Shares legally owned by the Company" in part 7 of schedule 1;
Completion means completion of the sale and purchase of the
Shares under clause 4;
Completion Date has the meaning given to that term in the
Co-ordination Agreement;
Completion Statement has the meaning given to that term in the
Co-ordination Agreement;
Conditions has the meaning given to that term in the
Co-ordination Agreement;
Contracts means the agreements to which a member of the
Company Group is a party and which are, wholly or partly,
executory as at the Completion Date, including, but not
limited to, those listed in part 1 of schedule 6, but
excludes:
(a) the Assets Leases; and
(b) leases in relation to the Properties;
Co-ordination Agreement means the Co-ordination Agreement
executed on the same day as this agreement by, among others,
the Seller and the Buyer;
Data Room has the same meaning given to that term in the
Co-ordination Agreement;
Dollars, A$ and $ means Australian dollars unless otherwise
specified in this agreement;
Effective Time has the meaning given to that term in the
Co-ordination Agreement;
Employees means an employee of the Company Group listed in
schedule 8 who is still employed in the Business as at the
Completion Date;
Environmental Law has the same meaning given to that term in
the Co-ordination Agreement;
Duty means any stamp, transaction or registration duty or
similar charge imposed by any Governmental Agency and
includes, but is not limited to, any interest, fine, penalty,
charge or other amount imposed in respect of the above, but
excludes any Tax;
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Malaysia Share Sale Agreement
Encumbrance means any mortgage, charge, lien, pledge, other
security interest or encumbrance (other than liens arising in
the ordinary course of business by operation of law and title
retention in respect of stock-in-trade);
Foreign Exchange Contracts means all foreign exchange hedging
contracts entered by the Seller which relate exclusively to
the Business which remain current as at Completion, details of
which will be provided to the Buyer at the date of this
agreement and at Completion;
Governmental Agency means any government or any governmental,
semi-governmental, administrative, fiscal or judicial body,
department, commission, authority, tribunal, agency or entity
in any part of the world;
Guarantees means the guarantees and other letters of comfort
and commitments of financial support given by the Seller and
its Related Corporations in relation to the Business which
remain in force at the date of this agreement, including but
not limited to, as listed in schedule 7;
Guarantor means the company specified in part 3 of schedule 1;
Intellectual Property Rights means the rights and interests of
the Company Group in the internet domain names, trademarks,
patents, copyrights and designs including, but not limited to,
those listed in schedule 4;
Interest Rate means the average rate displayed on the Reuters
Page BBSW for 90 day bank bills at 10:10 am Melbourne time
applicable to each Business Day on which amounts are
outstanding as confirmed by Westpac Banking Corporation and on
the basis that for a day other than a Business Day the rate
applicable to the last preceding Business Day will apply;
Linked Transaction Agreements has the meaning given to that
term in the Co-ordination Agreement;
Loss includes any damage, loss, claim, action, liability,
cost, expense, outgoing or payment;
Pacific Brands Business has the meaning given to that term in
the Co-ordination Agreement;
Payment Date has the meaning given to that term in the
Co-ordination Agreement;
PDL Group means Pacific Dunlop Limited ABN 89 004 085 330 and
its Related Corporations, immediately before Completion;
Plant and Equipment means the plant, equipment, machinery,
tools, furniture, fittings, lease hold improvements and motor
vehicles owned by a member of the Company Group as at
Completion and used exclusively in the Business including,
without limitation, those listed in schedule 9;
Power means any right, power, authority, discretion or remedy
conferred on the clause by this agreement or any applicable
law;
Properties means the properties leased under the Property
Leases;
Property Leases means the leases of real property listed in
schedule 11;
Purchase Price means the price payable for the Shares under
clause 3.1;
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Malaysia Share Sale Agreement
Records means all original and copy records, documents, books,
files, reports, accounts, plans, correspondence, letters and
papers of every description and other material regardless of
their form or medium and whether coming into existence before,
on or after the date of this agreement, belonging or relating
to or used by a member of the Company Group including (without
limitation) certificates of registration, minute books,
statutory books and registers, books of account, Tax returns,
title deeds and other documents of title, customer lists,
price lists, computer programs and software, and trading and
financial records;
Related Corporation means a "related body corporate" as
defined in the Corporations Act;
Secondary Consents has the meaning given to that term in the
Co-ordination Agreement;
Shares means the shares in the capital of the Company
described in the column headed "Shares legally owned by the
Seller" in part 6 of schedule 1;
Seller means the company specified in part 1 of schedule 1;
Seller Group Companies has the meaning given to that term in
the Co-ordination Agreement;
Seller's Warranties means the warranties set out in part 2 of
schedule 2;
Stock means the stock of the Business owned by a member of the
Company Group as at Completion and includes, but is not
limited to, raw materials, components, work in progress,
finished goods, packaging materials, promotional materials,
spare parts and other consumables;
Superannuation Funds means the superannuation funds to which a
member of the Company Group makes contributions in respect of
the Employees as listed in schedule 5;
Tangible Assets means Plant and Equipment and Stock;
Tax means any tax, levy, charge, impost, duty, fee, deduction,
compulsory loan or withholding, which is assessed, levied,
imposed or collected by any Governmental Agency and includes,
but is not limited to any interest, fine, penalty, charge, fee
or any other amount imposed on, or in respect of, any of the
above but excludes Duty;
Tax Law means any law relating to Tax; and
Warranties means the Buyer's Warranties and the Seller's
Warranties.
1.2 INTERPRETATION
In this agreement, unless the context otherwise requires:
(a) headings and underlinings are for convenience only
and do not affect the interpretation of this
agreement;
(b) words importing the singular include the plural and
vice versa;
(c) words importing a gender include any gender;
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Malaysia Share Sale Agreement
(d) other clauses of speech and grammatical forms of a
word or phrase defined in this agreement have a
corresponding meaning;
(e) an expression importing a natural person includes any
company, partnership, joint venture, association,
corporation or other body corporate and any
Governmental Agency;
(f) a reference to a part, clause, party, annexure or
schedule is a reference to a clause and part of, and
a party, annexure and schedule to this agreement and
a reference to this agreement includes any annexure
and schedule;
(g) a reference to a statute, regulation, proclamation,
ordinance or by-law includes all statutes,
regulations, proclamations, ordinances or by-laws
amending, consolidating or replacing it, and a
reference to a statute includes all regulations,
proclamations, ordinances and by-laws issued under
that statute;
(h) a reference to a document includes all amendments or
supplements to, or replacements or novations of, that
document;
(i) a reference to a party to a document includes that
party's successors and permitted assigns;
(j) no rule of construction applies to the disadvantage
of a party because that party was responsible for the
preparation of this agreement or any part of it;
(k) if a covenant, undertaking, representation, warranty,
indemnity or agreement is made or given by two or
more parties, that covenant, undertaking,
representation, warranty, indemnity or agreement is
made or given and binds those parties jointly and
severally; and
(l) if a party comprises two or more persons, a covenant,
undertaking, representation, warranty, indemnity or
agreement made or given by that party binds those
persons jointly and severally.
1.3 BUSINESS DAY
Where the day on or by which any thing is to be done is not a
Business Day, that thing must be done on or by the next
Business Day.
1.4 CONFLICT
If there is any conflict or inconsistency between anything
contained in this agreement and anything contained in the
Co-ordination Agreement, then the Co-ordination Agreement will
prevail.
2 SALE AND PURCHASE
2.1 SALE OF SHARES
Subject to the Conditions and any relevant Secondary Consents
having been fulfilled or waived in accordance with the
Co-ordination Agreement, the Seller
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Malaysia Share Sale Agreement
will sell and the Buyer will buy the Shares for the Purchase
Price free of Encumbrances and other third party rights on
Completion.
2.2 ASSOCIATED RIGHTS
The Shares will be transferred under this agreement with all
rights attached or accruing to them on and from the Effective
Time. The Buyer is not entitled to the rights attached to the
Shares as at the date of this agreement or to any rights which
accrue between the date of this agreement and the Effective
Time, including dividend rights.
3 PURCHASE PRICE
3.1 AMOUNT
The Purchase Price is the value ascribed to the Company Group
in the Apportionment Statement in accordance with the terms of
the Co-ordination Agreement.
3.2 PAYMENT AT COMPLETION
It is acknowledged that under the Co-ordination Agreement, an
amount must be paid at Completion by the Buyer to Pacific
Dunlop Limited (or as otherwise directed by it) on behalf of
the Seller.
3.3 FINAL PAYMENT
On the Payment Date, the Buyer or the Seller, as appropriate,
must pay to the other any net amount plus interest on the
amount which may be payable in accordance with the provisions
of the Co-ordination Agreement.
4 COMPLETION
4.1 DATE FOR COMPLETION
Completion must take place on the Completion Date, subject to
and as provided for in the Co-ordination Agreement.
4.2 DELIVERY OF DOCUMENTS
At Completion, the Seller must deliver to the Buyer:
(a) original share certificates for the Shares;
(b) duly completed transfers of the Shares to the Buyer
in registrable form, executed by the Seller;
(c) duly executed releases of all guarantees that have
been obtained in accordance with clause 10;
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Malaysia Share Sale Agreement
(d) the written resignations of all directors and
secretaries of each member of the Company Group which
were directors or secretaries appointed by the PDL
Group (including a written acknowledgment that he or
she has no Claim against the Company for loss of
office, breach of contract, redundancy, compensation,
payment or repayment of loans or otherwise, except
for payments properly payable as an employee for
accrued salary, holiday pay and long service leave up
to the Completion Date) except Xxxxx Xxxx and Xxxxx
Xxxxxxx, to be effective on the appointment of the
directors to be appointed at the Board meetings to be
convened under clause 4.3;
(e) evidence that any Secondary Consent relevant to the
sale of the Shares has been obtained, to the extent
in the possession of the Seller;
(f) any power of attorney or other authority under which
the transfers of the Shares are executed; and
(g) evidence that all rights of pre-emption which any
person has in respect of any of the Shares have been
satisfied or waived.
4.3 BOARD MEETINGS - TO BE CONSIDERED
At Completion, the Seller must request that a meeting of the
directors of the Company is convened and conducts the
following business:
(a) approval of the registration of the Buyer as the
holder of the Shares in the books of the Company; and
(b) appointment of the nominees of the Buyer as directors
of the members of the Company Group.
4.4 BUYER'S OBLIGATIONS AT COMPLETION
At Completion the Buyer must:
(a) pay the Seller an estimate of the Purchase Price in
accordance with clause 3.2;
(b) execute the transfers of Shares delivered by the
Seller pursuant to clause 4.2(b);
(c) deliver to the Seller a copy of each of the consents
which have been lodged with the Malaysian Registry of
Companies from the persons nominated by the Buyer as
the directors and secretary of each member of the
Company Group; and
(d) deliver to the Seller any evidence required by it
that any Secondary Consent relevant to the sale of
the Shares has been obtained.
4.5 INTERDEPENDENCE
(a) Notwithstanding any provision of a Linked Transaction
Agreement but subject to clause 4 of the
Co-ordination Agreement, the obligations of the
parties to the Linked Transaction Agreements in
respect of completion (as defined in each Linked
Transaction Agreement) are interdependent.
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Malaysia Share Sale Agreement
(b) All actions at Completion under this agreement and
completion under each other Linked Transaction
Agreement will be deemed to take place simultaneously
and no delivery or payment will be deemed to have
been made until all deliveries and payments under the
Linked Transaction Agreements due to be made at or
immediately after completion (as defined in each
Linked Transaction Agreement) have been made.
(c) A breach of this agreement by any party to this
agreement is deemed to constitute a breach by the
defaulting party of each Linked Transaction Agreement
to which the defaulting party is a party.
4.6 CONDUCT UNTIL SHARES ARE REGISTERED
After Completion and until the Shares are registered in the
name of the Buyer or its nominee, the Seller must take all
action lawfully required by the Buyer by written notice to the
Seller to vote on any resolutions of the Company as the Buyer
directs.
5 [NOT USED]
6 AFTER COMPLETION
6.1 OBLIGATIONS RELATING TO TAXES OR DUTIES
After Completion, the Buyer must procure that each member of
the Company Group provides the Seller with access to such
employees and records of the member of the Company Group as
the Seller reasonably requires to meet its obligations under
any law relating to Tax or Duty provided such access is
exercised and conducted in a manner to avoid unreasonable
disruption to the conduct of the Business and the activities
and operations of the Company and its employees.
6.2 CONSULTATION
If any Governmental Agency conducts an audit in relation to
the affairs of a member of the Company Group relating to any
period prior to the Completion Date then the Buyer must
procure that the Seller is promptly notified of this and that
the Seller is then regularly consulted with in relation to the
audit process until resolved.
6.3 [NOT USED]
7 WARRANTIES
(a) The Buyer gives the Buyer's Warranties in favour of
the Seller on and subject to the terms set out in the
Co-ordination Agreement.
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Malaysia Share Sale Agreement
(b) The Seller gives the Seller's Warranties in favour of
the Buyer on and subject to the terms set out in the
Co-ordination Agreement.
8 LIMITATION OF LIABILITY
The Seller gives the Seller's Warranties in favour of the
Buyer on and subject to the limitations on liability set out
in the Co-ordination Agreement.
9 COMPETITION
9.1 UNDERTAKING - JURISDICTIONS TO BE CONFIRMED
In consideration for the respective promises of the Seller and
the Buyer to each other in this agreement, the Seller
undertakes to the Buyer that it will not for a period of 5
years, 4 years, 3 years, 2 years or 1 year after the
Completion Date in Malaysia or Singapore.
(a) engage in any business or activity which is the same
as or substantially similar to or competitive with,
the Business or any material part of it;
(b) solicit, canvass, induce or encourage any person who
was at any time during the 6 months period ending on
the Completion Date a director, employee or agent of
a member of the Company Group to leave the employment
or agency of the Company Group;
(c) solicit, canvass, approach or accept any approach
from any person who was at any time during the 6
months period ending on the Completion Date, a client
or customer of a member of the Company Group with a
view to obtaining the custom of that person in a
business which is the same as or substantially
similar to or competitive with, the Business; or
(d) interfere with the relationship between a member of
the Company Group and its clients, customers,
employees or suppliers.
9.2 ACQUISITION OF INTERESTS IN COMPETING BUSINESSES
Clause 9.1 does not prevent the Seller or any of its Related
Corporations from acquiring an interest, directly or
indirectly, in a business in competition with the Business in
the area referred to in that clause if:
(a) the acquisition of the interest in the competing
business occurs as a result of or in conjunction with
an acquisition of an interest, directly or
indirectly, in other assets;
(b) the value of the competing business is not more than
15% of the value of the acquisition taken as a whole;
and
(c) the Seller or the relevant Related Corporation uses
its best endeavours to dispose of the competing
business or its interest in the business within 12
months after its acquisition.
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Malaysia Share Sale Agreement
9.3 EXCLUSION FROM RESTRAINT
This clause 9 does not restrict the Seller or any of its
Related Corporations from:
(a) continuing to carry on any business (other than the
Business) carried on at the date of this agreement;
or
(b) holding less than 5% of the issued share capital of a
company listed on a recognised Stock Exchange.
9.4 RELATED CORPORATIONS
The Buyer agrees that the provisions of this clause 9 only
apply to the Related Corporations of the Seller for so long as
those entities remain Related Corporations of the Seller.
9.5 SEVERABILITY
(a) If any of the several separate and independent
covenants and restraints in clause 9.1 are or become
invalid or unenforceable for any reason, then that
invalidity or unenforceability will not affect the
validity or enforceability of any of the other
separate and independent covenants and restraints in
clause 9.1.
(b) If any of the prohibitions or restrictions contained
in this clause 9 is judged to go beyond what is
reasonable in the circumstances and necessary to
protect the goodwill of the Company Group, but would
be judged reasonable and necessary if any activity
were deleted or the period or area were reduced, then
the prohibitions or restrictions apply with that
activity deleted or that period or area reduced by
the minimum amount necessary.
10 RELEASE OF GUARANTEES
(a) The Buyer must use its best endeavours to secure the
release of the Seller or any Related Corporation of
the Seller from any Guarantee or Encumbrance provided
in relation to the Business, effective from
Completion.
(b) If the Buyer is unable to secure the release under
clause 10(a), then the Buyer must pay the Seller an
amount equal to any Loss which the Seller or any
Related Corporation of the Seller pays, suffers,
incurs, or is liable for in relation to any Guarantee
or Encumbrance referred to in clause 10(a) which
relates to any act or omission of the Company Group
after Completion.
11 GUARANTEE AND INDEMNITY
11.1 GUARANTEE
The Guarantor unconditionally and irrevocably guarantees to
the Buyer the due and punctual performance of the Seller's
obligations under this agreement.
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Malaysia Share Sale Agreement
11.2 INDEMNITY
The Guarantor indemnifies and holds the Buyer harmless from
and against all Loss incurred or suffered by the Buyer and all
actions, proceedings, claims or demands made against the Buyer
as a result of default by the Seller in the performance of any
such obligation.
11.3 EXTENT OF GUARANTEE AND INDEMNITY
(a) This clause 11 applies:
(1) to the present and future obligations of the
Seller under this agreement; and
(2) to this agreement, as amended, supplemented,
renewed or replaced.
(b) The obligations of the Guarantor under this clause 11
extend to any change in the obligations of the Seller
as a result of any amendment, supplement, renewal or
replacement of this agreement.
(c) This clause 11 is not affected, nor are the
obligations of the Guarantor under this agreement
released or discharged or otherwise affected, by
anything which, but for this provision, might have
that effect.
(d) This clause 11 applies:
(1) regardless of whether the Guarantor is aware
of, or has consented to, or is given notice
of, any amendment, supplement, renewal or
replacement of any agreement to which the
Buyer and the Seller are a party or the
occurrence of any other thing; and
(2) irrespective of any rule of law or equity to
the contrary.
11.4 CONTINUING GUARANTEE AND INDEMNITY
This clause 11 is a continuing obligation of the Guarantor
despite any settlement of account and remains in full force
and effect until the obligations of the Seller under this
agreement have been performed.
11.5 WARRANTIES OF THE GUARANTOR
The Guarantor represents and warrants to the Buyer that:
(a) it has the corporate power to enter into this
guarantee and indemnity and has taken all necessary
action to authorise the execution, delivery and
performance of this agreement;
(b) the execution, delivery and performance of this
guarantee and indemnity will not violate any
provision of:
(1) any law or regulation or any order or decree
of any Governmental Agency of the
Commonwealth of Australia or any state or
territory;
(2) the constitution of the Guarantor; or
(3) any security agreement, deed, contract,
undertaking or other instrument to which the
Guarantor is a party or which is binding on
it.
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Malaysia Share Sale Agreement
11.6 RIGHTS
The Guarantor waives any right it has of first requiring any
of the Buyer Group Companies to commence proceedings or
enforce any other right against the Seller or any of the
Seller Group Companies or any other person before claiming
under this clause 11.
12 [NOT USED]
13 [NOT USED]
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Malaysia Share Sale Agreement
SCHEDULE 1 - SHARE DETAILS
PART 1 - SELLER
PD Holdings (Malaysia) Sdn Bhd
PART 2 - BUYER
PB Holdings NV of 1170 Xxxxxxxx, Xxxxxxxxxxxxxxxxx 000
PART 3 - GUARANTOR
Pacific Dunlop Limited ABN 89 004 085 330 of Level 3, 000 Xxxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx 0000
PART 4 - COMPANY
Restonic (M) Sdn Bhd
PART 5 - COMPANY SUBSIDIARIES
Dreamland Corporation (M) Sdn Bhd
Dream Crafts Sdn Bhd
Dream Products Sdn Bhd
Sleepmaker Sdn Bhd
Dreamland Spring Manufacturing Sdn Bhd
Eurocoir Products Sdn Bhd
Dreamland (Singapore) Pte Ltd
PART 6 - SHARES
PLACE OF NOMINAL SHARE SHARES OWNED BY
COMPANY INCORPORATION CAPITAL ISSUED CAPITAL THE SELLER
----------------------------------------------------------------------------------------------------------------
Restonic (M) Malaysia RM35,000,000 divided 12,250,000 . PD Holdings
Sdn Bhd into: Ordinary "A" (Malaysia) Sdn
Bhd - Ordinary
17,500,000 Ordinary 5,249,999 B - 5,249,999
"A" @ RM1.00 Ordinary "B"
7,500,000 Ordinary 7,000,000 . PD Holdings
"B" @ RM1.00 Preference (Malaysia) Sdn
Bhd -
10,000,000 Preference Preference
@ RM1.00 shares -
7,000,000
PART 7 - COMPANY SUBSIDIARY SHARES
COMPANY PLACE OF SHARES OWNED BY
SUBSIDIARY INCORPORATION AUTHORISED CAPITAL ISSUED CAPITAL THE COMPANY
----------------------------------------------------------------------------------------------------------------
Dreamland Malaysia RM5,000,000 4,000,000 4,000,000 held by
Corporation (M) (5,000,000 @ RM1 per Restonic (M) Sdn
Sdn Bhd share) Bhd
Dream Crafts Malaysia RM100,000 (100,000 @ 100,000 100,000 held by
Sdn Bhd RM1 per share) Restonic (M) Sdn
Bhd
Dream Products Malaysia RM1,000,000 243,100 243,100 held by
Sdn (1,000,000 @ RM1 per Restonic (M) Sdn
----------------------------------------------------------------------------------------------------------------
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Malaysia Share Sale Agreement
COMPANY PLACE OF SHARES OWNED BY
SUBSIDIARY INCORPORATION AUTHORISED CAPITAL ISSUED CAPITAL THE COMPANY
----------------------------------------------------------------------------------------------------------------
Bhd share) Bhd
Sleepmaker Sdn Malaysia RM100,000 (100,000 @ 20 20 held by
Bhd RM1 per share) Restonic (M) Sdn
Bhd
Dreamland Malaysia RM5,000,000 3,300,000 3,300,000 held by
Spring (5,000,000 @ RM$1 per Restonic (M) Sdn
Manufacturing share) Bhd
Sdn Bhd
Eurocoir Malaysia RM5,000,000 2,000,000 2,000,000 held by
Products Sdn Bhd (5,000,000 @ RM1 per Restonic (M) Sdn
share) Bhd
Dreamland Singapore S$1,000,000 200,000 200,000 held by
(Singapore) Pte (1,000,000 @ S$1 per Restonic (M) Sdn
Ltd share) Bhd
PART 8 - BUSINESS
The business carried on by the Company Group comprising of the
manufacturing and selling of foam, furniture and bedding.
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Malaysia Share Sale Agreement
SCHEDULE 2 - WARRANTIES
PART 1 - BUYER'S WARRANTIES
1 BUYER AUTHORISED
The Buyer has taken all necessary action to authorise the execution,
delivery and performance of this agreement in accordance with its
terms.
2 POWER TO BUY
The Buyer has full power to enter into and perform its obligations
under this agreement and can do so without the consent of any other
person.
3 NO LEGAL IMPEDIMENT
So far as the Buyer is aware, the execution, delivery and performance
by the Buyer of this agreement comply with:
(a) each law, regulation, Authorisation, ruling, judgment, order
or decree of any Governmental Agency;
(b) the constitution or other constituent documents of the Buyer;
and
(c) any Encumbrance or document which is binding on the Buyer.
4 NO LIQUIDATION OR WINDING-UP
The Buyer has not gone into liquidation nor passed a winding-up
resolution nor received or published a notice under sections 601AA or
601AB of the Corporations Act or any similar insolvency law in Belgium.
5 NO PETITION
No petition or other process for winding-up has been presented or
threatened against the Buyer and there are no circumstances justifying
such a petition or other process.
6 NO WRIT OF EXECUTION
No writ of execution has issued against the Buyer.
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Malaysia Share Sale Agreement
7 NO RECEIVER OR ADMINISTRATOR
No receiver or receiver and manager or administrator of any part of the
undertaking or assets of the Buyer has been appointed.
8 KNOWLEDGE OF BUYER
Neither the Buyer nor any holding company (direct or indirect) of the
Buyer is aware of any matter or thing that at Completion constitutes a
breach of the Seller's Warranties.
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Malaysia Share Sale Agreement
PART 2 - SELLER'S WARRANTIES
1 AUTHORITIES
1.1 SELLER AUTHORISED
The Seller has taken all necessary action to authorise the
execution, delivery and performance of this agreement in
accordance with its terms and its validly existing and in good
standing.
1.2 POWER TO SELL
The Seller has full power to enter into and perform its
obligations under this agreement and is able to sell and
transfer the Shares being sold by it under this agreement
without the consent of any other person and free of any
pre-emptive rights, or rights of first refusal or any other
such rights which may restrict the transfer of the Shares to
the Buyer (except as disclosed in writing by the Seller).
1.3 NO LEGAL IMPEDIMENT
The execution, delivery and performance by the Seller of this
agreement complies with:
(a) each law, regulation, Authorisation, ruling,
judgment, order or decree of any Governmental Agency;
(b) the constitution or other constituent documents of
the Seller; and
(c) any Encumbrance or document which is binding on the
Seller.
1.4 CORPORATE POWER
(a) Each member of the Company Group:
(1) is validly existing and in good standing;
(2) is accurately described in part 4 of
schedule 1; and
(3) has full corporate power to own its
properties, assets and businesses and to
carry on the Business.
(b) The Company Group has good and marketable title to
all the assets included in the Accounts.
1.5 CONSTITUTION
The copy of the constitution of the Company given to the Buyer
is a complete and accurate copy in all material respects.
1.6 CORPORATE NAME
The Company Group does not trade under a name other than its
corporate name (excluding trademarks or business names
registered in a name other than its corporate name).
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Malaysia Share Sale Agreement
2 COMPLIANCE WITH LAW
2.1 COMPLIANCE WITH LAW
So far as the Seller is aware, the Company Group has complied
in all material respects with all applicable laws (whether
applicable to the conduct of the Business, the assets of the
Business or the Properties) and no material contravention or
allegation of any material contravention of any applicable law
is known to the Seller.
2.2 AUTHORISATIONS
The Company Group holds all necessary material Authorisations
required to conduct the Business, use the assets of the
Business and occupy the Properties and has paid all fees due
in relation to them and is not in breach of any conditions
under them where such breach would be likely to have a
material and adverse effect on the Business as currently
carried on.
3 SHARES AND CAPITAL
3.1 TITLE
(a) The Seller is the legal and beneficial owner of the
Shares being sold by it under this agreement which
are free of all Encumbrances and other third party
interests or rights.
(b) The Company is the legal and beneficial owner of the
Company Subsidiary Shares free of all Encumbrances
and other third party interests or rights.
3.2 ISSUED CAPITAL
(a) The shares described in the column headed "Issued
Capital" in part 6 of schedule 1 are all the issued
shares in the capital of the Company and were validly
issued by the Company.
(b) The shares described in the column headed "Issued
Capital" in part 7 of schedule 1 are all the issued
shares in the capital of each of the Company
Subsidiaries and those shares were validly issued by
the applicable Company Subsidiary.
3.3 FULLY PAID
The Shares and Company Subsidiary Shares are fully paid and no
money is owing in respect of them.
3.4 ISSUE OF OTHER SECURITIES
No member of the Company Group is under an obligation to issue
or allot, and has not granted any person the right to call for
the issue or allotment of or exercise any option over, any
shares or other securities of the Company Group which is still
current and subsisting.
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Malaysia Share Sale Agreement
4 POSITION SINCE THE ACCOUNTS DATE
4.1 POST ACCOUNTS DATE
Since the Accounts Date no member of the Company Group has:
(a) entered into any material contract or arrangement
outside the ordinary course of trading or otherwise
than on arm's length terms;
(b) acquired or disposed of any assets other than on
arm's length terms in the ordinary course of
business;
(c) created an Encumbrance over any of its assets;
(d) incurred any indebtedness or liability in the nature
of borrowings other than in the ordinary course of
business;
(e) in the conduct of the Business made any material
change to its policy or practice as to the payment of
creditors or collection of trade receivables;
(f) engaged any new employee to fill a new role with an
annual remuneration package in excess of $120,000 or,
except in the ordinary course of the Business,
terminated the employment of any of its employees or
changed in any material respect the terms of
employment (including remuneration);
(g) sold or agreed to sell any fixed asset with a value
of more than $250,000 or bought or committed to buy
any fixed asset with a value of more than $250,000;
(h) distributed or returned any capital to its members;
(i) paid any dividend to its members or paid any
management fee or similar amount;
(j) issued any shares, options or securities which are
convertible into shares in a member of the Company
Group;
(k) altered its constitution;
(l) incurred or undertaken any actual or contingent
liabilities or obligations (including Tax) except in
the ordinary course of business; or
(m) changed its accounting policies, practices or
principles,
except in respect of the period between the date of this
agreement and Completion, if the Buyer has first consented in
writing.
4.2 SUPPLIERS/CUSTOMERS
Since the Accounts Date:
(a) so far as the Seller is aware, none of the following
suppliers of the Business: Kuehne and Nahgel, Bugley
Xxxxx and Xxxxxx, Xxxxxx Xx, Zenith Media, Dow
Chemical, Xxxx XX, Ulee, Hewlett Packard, PT Xxxxxxxx
Xxxxxxxx and BASF has:
(1) reduced the level of its supplies to a
member of the Company Group other than in
the ordinary course of business;
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Malaysia Share Sale Agreement
(2) indicated an intention to cease or reduce
the volume of its trading with a member of
the Company Group after Completion; or
(3) materially altered the terms on which it
trades with a member of the Company Group;
or
(b) none of the following customers of the Business:
Kmart, BigW, Myer/Xxxxx Bros, Target, Best & Less,
Lowes Manhattan, Woolworths, Payless Shoes, Xxxxxx
Xxxxxx and Xxxxx Xxxxx:
(1) reduced the level of its custom from a
member of the Company Group other than in
the ordinary course of business;
(2) indicated an intention to cease or reduce
the volume of its trading with a member of
the Company Group after Completion; or
(3) materially altered the terms on which it
trades with a member of the Company Group.
5 TANGIBLE ASSETS
5.1 TITLE TO ASSETS
All material Tangible Assets are:
(a) (other than items under repair and stock-in-transit)
in the possession or under the control of the
relevant member of the Company Group;
(b) the absolute property of the relevant member of the
Company Group free of all Encumbrances, other than
the Tangible Assets subject to the Assets Leases.
5.2 ASSETS NOT OWNED
All material Tangible Assets which are used by the members of
the Company Group but are not owned by those companies are
used pursuant to the Assets Leases or other arrangements
entered into on arm's length terms in the ordinary course of
the Business.
5.3 PLANT AND EQUIPMENT
So far as the Seller is aware, all Plant and Equipment listed
in schedule 9 and currently in use in the Business is:
(a) in good working order;
(b) capable of doing the job for which it is now being
used; and
(c) in reasonable condition having regard to its age and
fair wear and tear.
6 ENCUMBRANCES
6.1 OWNERSHIP OF SHARES
As at Completion the Seller will be the legal and beneficial
owner of the Shares being sold by it under this agreement free
of Encumbrances.
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Malaysia Share Sale Agreement
6.2 DISCHARGES BY COMPLETION
The Seller has not granted or created, or agreed to grant or
create, any Encumbrance in respect of the Shares being sold by
it under this agreement or the assets of the Company Group
other than any which will be discharged on or before
Completion.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 SCOPE
So far as the Seller is aware, each member of the Company
Group owns or has an enforceable right to use all intellectual
property rights needed to carry on the Business in the places
and in the manner currently carried on.
7.2 OWNERSHIP AND USE
(a) The Company Group is the legal and beneficial owner
of all the Intellectual Property Rights listed in
parts 1 and 3 of schedule 4.
(b) The Company Group has, by way of a valid, binding and
enforceable licence from a third party, a lawful
right to use in the places and manner in which they
are currently used by the Company Group in the
Business all the Intellectual Property Rights listed
in part 2 of schedule 4.
7.3 NO THIRD PARTY RIGHTS
So far as the Seller is aware, no person, other than the
Company or a Company Subsidiary, or a licensee of the Company
or a Company Subsidiary disclosed in part 3 of schedule 4 has
any right to any Intellectual Property Right listed in part 1
of schedule 4.
7.4 NO INFRINGEMENT
So far as the Seller is aware, the use by the members of the
Company Group of the Intellectual Property Rights listed in
schedule 4 does not breach or infringe any Intellectual
Property Right of any other person nor, so far as the Seller
is aware, are there any allegations that a member of the
Company Group has infringed or is infringing the intellectual
property rights of a third party.
7.5 DISPUTES
No member of the Company Group is currently involved in any
material dispute with any third party in relation to the
Intellectual Property Rights listed in schedule 4.
7.6 ROYALTIES/FEES
Other than in respect of the Intellectual Property Rights set
out in part 2 of schedule 4, there are no material royalties,
licence fees or other similar fees payable by members of the
Company Group in connection with the use of any Intellectual
Property Rights.
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Malaysia Share Sale Agreement
8 ASSETS LEASES
8.1 NATURE
The Assets Leases were entered into within the ordinary course
of business.
8.2 NO DEFAULT
No member of the Company Group and, so far as the Seller is
aware, no other party to any Assets Lease is, in default under
an Assets Lease where such breach or default would be
materially and adversely prejudicial to a member of the
Company Group in carrying on the Business and no member of the
Company Group has received notice of any default of any Asset
Lease.
8.3 VALIDITY
So far as the Seller is aware, each Asset Lease:
(a) is valid and subsisting;
(b) has not been amended or modified; and
(c) is not terminable by virtue of the sale of the
Shares.
8.4 ASSETS LEASES USED IN THE BUSINESS
The Asset Leases constitute all the lease and hire purchase
agreements used in the Business by the members of the Company
Group.
9 CONTRACTS
9.1 NATURE OF CONTRACTS
So far as the Seller is aware, part 1 of schedule 6 and parts
2 and 3 of schedule 4 contains details of all Contracts which:
(a) are not within the ordinary course of ordinary
business of the Business;
(b) are not on arm's length terms;
(c) are not capable of complete performance or
termination without payment of damages, within 12
months from the date of this agreement;
(d) restrict a Company Group member's freedom to carry on
the Business in the places and the manner in which it
is currently carried on;
(e) are contracts (not being contracts for the purchase
or sale of Stock) which are expected to result in
expenditure by a member of the Company Group of more
than $1,000,000;
(f) are distribution or agency agreements; and
(g) entitle the other party to terminate the contract or
impose terms less favourable to a member of the
Company Group due to the sale of the Shares.
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Malaysia Share Sale Agreement
9.2 NO DEFAULT
No member of the Company Group and, so far as the Seller is
aware, no other party to any Contract is in default under such
Contract where such breach or default would be materially and
adversely prejudicial to a member of the Company Group in
carrying on the Business as currently carried on and there are
no grounds for rescission, avoidance or repudiation of any
such Contract where such rescission, avoidance or repudiation
would be materially and adversely prejudicial to the Seller in
carrying on the Business as currently carried on.
9.3 FOREIGN CURRENCY
Part 2 of schedule 6 contains a listing, which is accurate in
all material respects, of outstanding commitments of the
members of the Company Group relevant to the Business as at
the date stated in that schedule in relation to foreign
currency hedging contracts.
9.4 COPIES OF CONTRACTS
So far as the Seller is aware, the Data Room contained copies
or written summaries of all Contracts which are material to
the operation of the Business.
9.5 TAXES
All Taxes (including stamp duty or any similar tax) payable on
all transactions to which a Company Group member is a party,
or that a member of the Company Group has an interest in
enforcing have been paid or are provided for in the Accounts.
10 PROPERTIES
10.1 COMPANY GROUP'S INTEREST
No member of the Company Group has an interest in real
property which it uses in the Business except for its interest
in the Properties.
10.2 OCCUPATION AND USE
The Company Group has exclusive occupation and quiet enjoyment
of the Properties and the Company Group's use of the
Properties, so far as the Seller is aware, complies in all
material respects with all acts, regulations, planning
schemes, developments, approvals, permits and requirements
(including zoning requirements) of any governmental agency
(not including in relation to Environmental Law, which this
warranty does not apply to). None of the Properties, so far as
the Seller is aware, are subject to any sub-lease, tenancy or
right of occupation by any other party.
10.3 NO BREACH
No member of the Company Group has received a notice of
default in respect of any Leased Property which remains
outstanding and asserts non-compliance with the lease of that
property.
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Malaysia Share Sale Agreement
10.4 NO NOTICES
No member of the Company has received any notice from any
third party in respect of the Properties:
(a) in respect of the compulsory acquisition or
resumption of any part of any of the Properties; or
(b) asserting that the current use of the Properties
breaches the requirements of any relevant planning
scheme; or
(c) which would be likely to have a materially adverse
effect on the use of the Properties in the Business
as currently used.
10.5 [NOT USED]
10.6 PROPERTY DETAILS
The particulars of the Properties set out in schedule 11 are
true and correct in all material aspects.
10.7 PROPERTY DISCLOSURE
Details of all material documentation pursuant to which the
Properties are owned, used or occupied by the members of the
Company Group have been provided to the Buyer and there are no
other documents, correspondence or other material which have
not been provided to the Buyer which would have a material
adverse affect on the interests of the members of the Company
Group in the Properties.
10.8 DISPUTES
There are no material disputes claims or actions relating to
any of the Properties or their use including, but not limited
to, disputes with any adjoining or neighbouring owner with
respect to boundary walls or fences or with respect to any
easement, right or means of access to the Properties.
10.9 [NOT USED]
10.10 PROPOSED DISPOSAL
No member of the Company Group is a party to any outstanding
agreement to acquire or dispose of land or Properties or any
interest in land or Properties.
10.11 PROPERTY LEASE DISCLOSURE
In relation to the Property Leases, particulars of which are
set out in schedule 11:
(a) written copies of which have been provided to the
Buyer, and are so far as the Seller is aware,
complete in all material aspects recordings of their
terms and there are no other agreements, documents or
understandings in relation to the Property Leases;
and
(b) so far as the Seller is aware, are current and
enforceable.
10.12 TERMINATION NOTICE
No lessor under a Property Lease has served any notice to
terminate the Property Lease.
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Malaysia Share Sale Agreement
10.13 ASSIGNMENT
Neither the Company, the Company Subsidiaries nor the Seller:
(a) has agreed to any assignment, subletting, parting
with possession or surrender of a Property Lease or
any part of the property leased; or
(b) has given any materially false or misleading
information to an authority having jurisdiction over
property the subject of a Property Lease.
11 OFFERS OUTSTANDING
Any offer, tender or quotation made by a member of the Company
Group in respect of the Business which is outstanding and
capable of acceptance by a third party, was, so far as the
Seller is aware, made in the ordinary course of the Business.
12 SHAREHOLDINGS
No member of the Company Group is the holder or beneficial
owner of any shares or other securities in any company (except
for shares held by the Company in the Company Subsidiaries, as
described in part 7 of schedule 1).
13 MEMBERSHIPS
No member of the Company Group is a member of any joint
venture, partnership or unincorporated association (other than
a recognised trade association).
14 EMPLOYEES
14.1 LIST OF EMPLOYEES COMPLETE
Schedule 8 contains a complete list of the employees employed
by the Company Group in the Business as at the date indicated
in the schedule and the Buyer has been given all material
details of the employment benefits of these employees.
14.2 INCENTIVE SCHEMES
No member of the Company Group has agreed to any share
incentive scheme, share option scheme, bonus scheme,
profit-sharing scheme or other employee incentive scheme in
respect of the Business or with any Employee which has not
been fairly disclosed to the Buyer.
14.3 SERVICE AGREEMENTS
No member of the Company is a party to any written employment
or service agreement with any Employee requiring the giving of
more than three months notice to the employee which has not
been fairly disclosed to the Buyer.
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Malaysia Share Sale Agreement
14.4 MANAGEMENT AGREEMENTS
No member of the Company Group has any material agreement with
any person for the provision of consulting or management
services in respect of the Business which has not been fairly
disclosed to the Buyer.
14.5 DISPUTES
No member of the Company Group is involved in any material
dispute with any employees (past or present) and is not aware
of any circumstances likely to give rise to any dispute.
14.6 COMPLIANCE
No member of the Company Group is in breach in any material
respect of any employment contract with any Employee as at the
date of this agreement.
14.7 COMPLIANCE
Each member of the Company Group has complied with and
continues to comply with all obligations arising under law,
equity, statute (including occupational health and safety,
annual leave, long service leave, equal opportunity,
anti-discrimination, Taxation, superannuation, workers
compensation and industrial laws), award, enterprise agreement
or other instrument made or approved under any law with
respect to its past and present employees and contractors.
14.8 DISCLOSURE
Except as set out in the Data Room there are no awards,
enterprise agreements or other instruments made or approved
under law which apply to employees of the Company Group.
15 SUPERANNUATION
15.1 LIST OF SUPERANNUATION FUNDS
The Superannuation Funds are the only superannuation schemes
or pension arrangements to which members of the Company Group
make contributions in respect of the Employees.
15.2 FUNDING
Each member of the Company Group has paid all contributions
due by it to the Superannuation Funds in respect of the
Employees.
16 LITIGATION
16.1 NOT A PARTY TO ANY LITIGATION
No member of the Company Group is:
(a) a party to any material prosecution, litigation or
arbitration proceedings; or
(b) so far as the Seller is aware, subject to any
material administrative or governmental
investigation,
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Malaysia Share Sale Agreement
and the Seller is not aware that any such proceeding or
investigation is threatened or pending.
16.2 NO CIRCUMSTANCES
There are no circumstances of which the Seller is aware which
may give rise to any proceeding or investigation referred to
in warranty 16.1.
17 [NOT USED]
18 SOLVENCY
18.1 NO LIQUIDATION OR WINDING-UP
No member of the Company Group has gone into liquidation under
the Companies Act 1965 nor been removed from the Registrar of
Companies under the Companies Act 1965.
18.2 NO PETITION
No petition or other process for winding-up has been presented
or threatened against any member of the Company Group and
there are no circumstances justifying such a petition or other
process.
18.3 NO WRIT OF EXECUTION
No writ of execution has issued against any member of the
Company Group.
18.4 NO RECEIVER OR ADMINISTRATOR
No receiver or manager of any part of the Company's or a
Company Subsidiary's undertaking or assets has been appointed.
18.5 PAYMENT OF DEBTS
No member of the Company Group:
(a) has stopped paying its debts as and when they fall
due;
(b) is insolvent within the meaning of the Companies Act
1965, Malaysia; and
(c) is subject to voluntary administration under the
Companies Act 1965, Malaysia.
18.6 LIQUIDATION
The Seller has not gone into liquidation under the Companies
Act 1965 nor been removed from the Registrar of Companies
under the Companies Act 1965.
18.7 PETITION
No petition or other process for winding-up has been presented
or threatened against the Seller and there are no
circumstances justifying such a petition or other process.
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Malaysia Share Sale Agreement
18.8 WRIT OF EXECUTION
No writ of execution has issued against the Seller.
18.9 RECEIVER MANAGER
No receiver or statutory manager of any part of the Seller's
undertaking or assets has been appointed.
19 INSURANCE
19.1 POLICIES
Those assets of the Company Group which are of an insurable
nature are insured by the relevant Company Group members
against fire and other usual risks on a basis which the Seller
considers commercially prudent.
20 INFORMATION
20.1 WRITTEN INFORMATION
In relation to written information provided by the Seller to
the Buyer in relation to the sale of the Shares sold by it
under this agreement:
(a) if that information comprised copies of documents,
correspondence or other materials the copies provided
were, so far as the Seller is aware, true and
complete;
(b) if that information comprised historical data about
the Business prepared by the Seller or members of the
Company Group, that data was, so far as the Seller is
aware, true and correct in all material respects.
20.2 ACCURACY
Each of the statements and all information set out, or
referred to, in the Disclosure Schedule and the schedules
numbered 4 to 11 to this agreement are complete and accurate
in all material respects and not misleading.
21 BUSINESS RECORDS
The Business Records are in the possession or control of the
relevant Company Group member and will be maintained by that
Company Group member in accordance with its usual practice
pending Completion.
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Malaysia Share Sale Agreement
22 TAXES AND DUTIES
22.1 TAX PAID
Any Tax arising under any Tax Law payable in respect of any
transaction, income or asset of any of the members of the
Company Group which has become due for payment has been paid.
22.2 SINCE ACCOUNTS DATE
So far as the Seller is aware, the conduct of the Business
since the Accounts Date will only give rise to liability to
Tax in the ordinary course of business.
22.3 PROVISION IN ACCOUNTS
Adequate provision has been made in the Accounts for any Tax
on a member of the Company Group which is payable or may
become payable in respect of any transaction or income
occurring or arising before the Accounts Date but which was
unpaid as at the Accounts Date.
22.4 WITHHOLDING TAX
So far as the Seller is aware, any obligation of a member of
the Company Group under any Tax Law to withhold amounts at
source, including, but not limited to, withholding tax, has
been complied with.
22.5 RECORDS
Each member of the Company Group has maintained proper and
adequate records to enable it to comply with its obligations
to:
(a) prepare and submit any information, notices,
computations, returns, declarations, elections and
payments required in respect of any Tax Law;
(b) prepare any accounts necessary for the compliance of
any Tax Law; and
(c) retain necessary records as required by any Tax Law.
22.6 RETURNS SUBMITTED
So far as the Seller is aware, each member of the Company
Group has submitted any necessary information, notices,
computations, returns, declarations and elections to the
relevant Governmental Agency in respect of any Tax or any Duty
relating to that Company Group member.
22.7 RETURNS ACCURATE
So far as the Seller is aware, any information, notice,
computation, return, declaration or election which has been
submitted by a member of the Company Group to a Governmental
Agency in respect of any Tax or Duty:
(a) discloses all material facts that should be disclosed
under any Tax Law; and
(b) has been submitted on time.
22.8 COPIES ACCURATE
All copies of any information, notices, computations, returns,
declarations or elections submitted by a member of the Company
Group in respect of any Tax or
page 29
Malaysia Share Sale Agreement
Duty which has been supplied to the Buyer by the Seller are
true copies of the originals.
22.9 NO DISPUTES
No member of the Company Group is currently engaged in any
dispute with any Governmental Agency in respect of any Tax or
Duty and is not aware of any circumstances that may give rise
to such a dispute.
23 SELLER'S KNOWLEDGE
The Seller is not aware of any matter or thing that is or may
be inconsistent with the Buyer's Warranties.
24 EFFECT OF SALE OF SHARES
24.1 CUSTOMERS/SUPPLIER RELATIONSHIPS
As far as the Seller is aware, the transfer of the Shares to
the Buyer under this agreement will not result in any supplier
or customer of any member of the Company Group ceasing or
being entitled to substantially reduce its level of business
with that Company Group member.
24.2 EFFECT OF SALE
The entry into and performance of this agreement does not and
will not:
(a) result in the breach of any of the terms, conditions
or provisions of any agreement or arrangement to
which a member of the Company Group is a party; or
(b) relieve any person from any obligation to a member of
the Company Group;
(c) result in the creation, imposition, crystallisation
or enforcement of any Encumbrance or other third
party right or interest on a member of the Company
Group, its assets or undertaking; or
(d) result in any indebtedness of a member of the Company
Group becoming due and payable.
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Malaysia Share Sale Agreement
25 TRADE PRACTICES
So far as the Seller is aware, no member of the Company Group nor any
of the officers or employees of the members of the Company Group has,
in the two years before Completion, committed or omitted to do any act
or thing the commission or omission of which is a material
contravention of the Contracts Act 1950 in Malaysia.
26 LIABILITY UNDER ASSET AND OTHER SALE AGREEMENTS
No member of the Company Group will have any obligations or liabilities
(actual or contingent) after Completion to:
(a) do any act, matter or thing; or
(b) pay any moneys under any indemnity,
under any agreement entered into prior to Completion for the sale or
purchase of any business interest, shares or partnership interest.
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Malaysia Share Sale Agreement
SCHEDULE 3 - DISCLOSURE SCHEDULE
The matters set out in this disclosure schedule constitute formal
disclosure to the Buyer of facts or circumstances which are, or may be,
inconsistent with the Seller's Warranties. The Seller gives no
representation as to the completeness or accuracy of the disclosures in
this schedule. While some disclosures have, for convenience, been set
against specific Seller's Warranties, they constitute disclosure
against any other Seller's Warranty to which they may apply.
Seller Warranty Number Matter Disclosed
page 32
Malaysia Share Sale Agreement
SCHEDULE 4 - INTELLECTUAL PROPERTY RIGHTS
PART 1 - INTELLECTUAL PROPERTY RIGHTS OWNED BY THE COMPANY GROUP
TRADE MARKS:
REGISTERED OWNER COUNTRY TRADEMARK REGISTRATION NUMBER
-------------------------------------------------------------------------------------------------------
Dreamland Corporation (M) Sdn Bhd Malaysia DREAMLAND 85/04381
Dreamland Spring Manufacturing Sdn Bhd Malaysia ARISTOCRAT M/94443
Dreamland Corporation (M) Sdn Bhd Sarawak DREAMLAND 24325
Dreamland Corporation (M) Sdn Bhd Sarawak DREAMLAND 24326
Dreamland Corporation (M) Sdn Bhd Sarawak DREAMLAND 24328
Dreamland Corporation (M) Sdn Bhd Sarawak DREAMLAND 24329
Dreamland Corporation (M) Sdn Bhd Singapore ARISTOCRAT B376/84
Dreamland Corporation (M) Sdn Bhd Brunei DREAMLAND 11,450
Dreamland Corporation (M) Sdn Bhd Brunei DREAMLAND 11,449
Dreamland Corporation (M) Sdn Bhd Brunei DREAMLAND 11,448
Dreamland Corporation (M) Sdn Bhd Brunei DREAMLAND 11,447
Dreamland Corporation (M) Sdn Bhd Brunei DREAMLAND 11,446
PART 2 - LICENSES TO MEMBERS OF THE COMPANY GROUP TO USE INTELLECTUAL PROPERTY
RIGHTS
PROPERTY TERRITORY/
LICENCE TITLE PARTIES (EG TRADE MARK ETC) EXCLUSIVITY EXPIRY DATE
--------------------------------------------------------------------------------------------------------------
Technology Licensor - Pacific SLEEPMAKER trade mark Malaysia 3 years from the sell
Agreement Dunlop Limited (registration no down by Pacific Dunlop
84/04298) Limited of its
Licensee - Restonic interests in Restonic
(M) Bhd Sdn SLEEPMAKER trade mark Singapore (M) Sdn Bhd as under
(registration no the Technology
B3826/86) Agreement or 3 years
from the date upon
SLEEPMAKER trade mark Brunai which the Joint Venture
(registration no 22421) and Shareholders
Agreement terminates.
Licence Licensor - Xxxxxxx Licensor's technical Federation of Business unit has
Agreement & Platt and non-technical Malaysia, advised that agreement
written information to Singapore & still current.
Licensee - enable the Licensee to Brunei.
Dreamland Spring produce and market the
Manufacturing Sdn Products. Exclusive for
Bhd initial term.
Includes licence of (to be confirmed)
"Mira Coil" trade mark
or application in
Malaysia and Singapore.
PART 3 - LICENSES GIVEN BY MEMBERS OF THE COMPANY GROUP TO USE ITS INTELLECTUAL
PROPERTY RIGHTS
page 33
Malaysia Share Sale Agreement
SCHEDULE 5 - SUPERANNUATION FUNDS
Employee Provident Fund
page 34
Malaysia Share Sale Agreement
SCHEDULE 6 - CONTRACTS
PART 1 - CONTRACTS
COMPANY AND COMPANY SUBSIDIARY CONTRACTS
BUSINESS UNIT PARTIES CONTRACT NAME
-------------------------------------------------------------------------------------------------------------------------------
BEDDING MALAYSIA
IKEA Handel Sdn Bhd Purchase Agreement
Dreamland Corporation (Malaysia) Sdn Bhd & Amway Distribution Agreement
(Malaysia) Sdn Bhd
Dreamland Corporation (Malaysia) Sdn Bhd & Supply Contract
Magnificent Diagraph Sdn Bhd
Dreamland & Duport Marketing Pty Ltd Unwritten Distributor Agreement
Sleepmaker & MLC Marketing Pty Ltd Unwritten Distributor Agreement
Kanzen Berhad, PD Holdings (Malaysia), Sdn Bhd, Escrow Agreement
Restonic (M) Sdn Bhd & Malayan Banking Berhad
Pacific Dunlop & Restonic (M) Sdn Bhd Technology Agreement
Kanzen Berhad & Restonic (M) Sdn Bhd Share Sale Agreement
Kanzen Berhad, PD Holdings (Malaysia) Sdn Bhd & Joint Venture and Shareholders' Agreement
Pacific Dunlop
Eurocoir Products & Yorya Industrial Co Ltd Sale of Goods Deed
Hotline Furniture Trading (M) Sdn Bhd and Dreamland Settlement Agreement
Corporation (Malaysia) Sdn Bhd.
Kanzen Berhad, PD Holdings (Malaysia) Sdn Bhd and Adherence Agreement
Lembaga Tabung Angakatan Tentera
PART 2 - FOREIGN EXCHANGE CONTRACTS
page 35
Malaysia Share Sale Agreement
SCHEDULE 7 - GUARANTEES
Amount (Ringgit
Company Guarantor Beneficiary Malaysia - RM) Due Date
----------------------------------------------------------------------------------------------------------------------
Restonic (M) Sdn Bhd Citibank Berhad Tenaga Nasional 20,000 03/07/01 - 02/07/02
Dreamland Corporation Citibank Berhad Sunway City Berhad 2,727 19/10/01 - 18/10/02
(M) Sdn Bhd
Dreamland Spring Citibank Berhad Tenaga Nasional 12,000 13/11/00 - 12/11/01
Manufacturing Sdn Bhd
Dreamland Spring Citibank Berhad Ketua Pengarah Kastam 10,500 30/05/01 - 29/05/02
Manufacturing Sdn Bhd
Dreamland Spring Citibank Berhad Ketua Pengarah Kastam 6,000 26/06/01 - 25/06/02
Manufacturing Sdn Bhd
Dreamland Spring Citibank Berhad Ketua Pengarah Kastam 6,000 10/07/01 - 09/07/02
Manufacturing Sdn Bhd
Dreamland Spring Citibank Berhad Ketua Pengarah Kastam 31,000 19/07/01 - 18/07/02
Manufacturing Sdn Bhd
Dreamland Spring Citibank Berhad Ketua Pengarah Kastam 6,700 01/08/01 - 30/07/02
Manufacturing Sdn Bhd
Dreamland Spring Citibank Berhad Ketua Pengarah Kastam 6,300 15/08/01 - 14/08/02
Manufacturing Sdn Bhd
Dreamland Spring Citibank Berhad Ketua Pengarah Kastam 2,700 22/08/01 - 21/08/02
Manufacturing Sdn Bhd
Dreamland Spring Citibank Berhad Ketua Pengarah Kastam 2,500 24/08/01 - 23/08/02
Manufacturing Sdn Bhd
Dreamland Spring Citibank Berhad Ketua Pengarah Kastam 300,000 17/07/01 - 16/07/02
Manufacturing Sdn Bhd
Dream Products Sdn Bhd Citibank Berhad Tenaga Nasional 6,000 01/07/01 - 30/06/02
Dream Products Sdn Bhd Citibank Berhad Ketua Pengarah Kastam 2,500 25/07/01 - 24/07/02
Dream Products Sdn Bhd Citibank Berhad Ketua Pengarah Kastam 100,000 10/09/01 - 09/09/01
Eurocoir Products Sdn Citibank Berhad Tenaga Nasional 46,000 13/05/01 - 12/05/02
Bhd
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Malaysia Share Sale Agreement
Amount (Ringgit
Company Guarantor Beneficiary Malaysia - RM) Due Date
----------------------------------------------------------------------------------------------------------------------
Eurocoir Products Sdn Citibank Berhad Ketua Pengarah Kastam 20,000 14/06/01 - 13/06/01
Bhd
page 37
Malaysia Share Sale Agreement
SCHEDULE 8 - EMPLOYEES
page 38
Malaysia Share Sale Agreement
SCHEDULE 9 - PLANT AND EQUIPMENT
DESCRIPTION OF
BUSINESS UNIT ASSET LOCATION WDV $,000
---------------------------------------------------------------------------------------------
Dream Products Sdn Leasehold buildings Tanjung Agas Industrial 000
Xxx Xxxxxx, Xxxxxxxx
Dreamland Spring Leasehold buildings Tanjung Agas Industrial 825
Manufacturing Sdn Bhd Estate, Malaysia
Dreamland Spring Gribetz G14300E & Tanjung Agas Industrial 310
Manufacturing Sdn Bhd quilting machine Estate, Malaysia
Dreamland Spring Miracoil machine Tanjung Agas Industrial 610
Manufacturing Sdn Bhd Estate, Malaysia
Eurocoir Products Leasehold Tanjung Agas Industrial 309
Sdn Bhd buildings (Palm Estate, Malaysia
line)
Eurocoir Products Leasehold Tanjung Agas Industrial 1,011
Sdn Bhd buildings (Poly Estate, Malaysia
line)
Eurocoir Products Polyester machine Tanjung Agas Industrial 000
Xxx Xxx Xxxxxx, Xxxxxxxx
Eurocoir Products Non-woven low Tanjung Agas Industrial 1,452
Sdn Bhd melting fibre plant Estate, Malaysia
page 39
Malaysia Share Sale Agreement
SCHEDULE 10 - ASSETS LEASES
page 40
Malaysia Share Sale Agreement
SCHEDULE 11 - PROPERTIES
Unwritten Tenancy Agreement between Dreamland Corporation (M) Sdn Bhd
and Khoo Guat Beng in relation to 45 and 47 Jalan Kapal, off Xxxxx
Xxxxx Xxxxx, 00000 Xxxxxxxxxxx, Xxxxxx, Xxxxxxxx.
Tenancy Agreement dated 18 August 2000 between Haut Heng (Lim Low &
Sons) Sdn Bhd and Dreamland Corporation (M) Sdn Bhd in relation to Xxx
00, Xxxxxxxxx Xxxxxxxx, Xxxx 0 0/0, Xxxxx Xxxx, 00000 Xxxx Xxxxx,
Xxxxxxxx Xxxxx Xxxxx.
Tenancy Agreement dated 1 September 2000 between Subang Furnishing
Centre and Dreamcrafts (M) Sdn Bhd, in relation to Lot F35, Subang
Parade Shopping Complex.
Tenancy Agreement dated 9 March 2000 between Limstead Holdings Sdn Bdh
and Dream Crafts Sdn Bhd in relation to Ground and First Floor at Xx
00, Xxxxx xx 0/00, 00000 Xxxxxxxx Xxxx, Xxxxxxxx.
Tenancy Agreement dated 1 January 2001 between Rangkaian Hotel Seri
Malaysia Sdn Bhd and Dream Crafts Sdn Bhd in relation to Xx 0, Xxxxx
00/00X, Xxxx Xxx Xxxxxxxx 00000, Xxxxx Xxxxxx.
Leasehold factory at Tanjung Agas Industrial Estate Muar, comprising
four separate lots:
. HS (D) 5333, Daerah Muar, Negeri Johore, No P.T. K35, Mukim
Kesang in the name of Eurocoir Products Sdn Bhd
. HS (D) 11185, Daerah Muar, Negeri Johore, No. P.T. K33, Mukim
Kesang in the name of Flexible Foam Sdn Bhd (now called Dream
Products Sdn Bhd)
. HS (D) 4934, Daerah Muar, Negeri Johore, No P.T. K25, Mukim
Kesang in the name of Dreamland Spring Manufacturing Sdn Bhd
. HS (D) 5334, Daerah Muar, Negeri Johore, No P.T. K35, Mukim
Kesang in the name of Eurocoir Products Sdn Bhd.
page 41
Malaysia Share Sale Agreement
SCHEDULE 12 - [NOT USED]
page 42
Malaysia Share Sale Agreement
EXECUTED AS AN AGREEMENT:
Signed for and on behalf of
Pacific Dunlop Limited
by its duly authorised Attorney under Power
in the presence of:
-------------------------------- -------------------------------
Witness Attorney
-------------------------------- -------------------------------
Name (please print) Name (please print)
Signed for and on behalf of
PD Holdings (Malaysia) Sdn Bhd
by its duly authorised Attorney under Power
in the presence of:
-------------------------------- -------------------------------
Witness Attorney
-------------------------------- -------------------------------
Name (please print) Name (please print)
Signed for and on behalf of:
PB Holdings NV
by its duly authorised Attorney under Power
in the presence of:
-------------------------------- -------------------------------
Witness Attorney
-------------------------------- -------------------------------
Name (please print) Name (please print)
-------------------------------- -------------------------------
Witness Attorney
-------------------------------- -------------------------------
Name (please print) Name (please print)
page 43
