AGREEMENT ON THE TRANSFER OF SHARES
The following agreement has been entered into on today's date
BETWEEN
24 STORE (Europe) Ltd (previously 24 XXXXX.xxx Ltd) (the "Seller"), Basingstoke,
UK
AND
Compo consult AS (Norwegian corporate ID no. 980 401 367) (the "Purchaser"),
Xxxxxxxxx, Xxxxxx
0. Transfer and certain definitions
The Seller hereby transfers on today's date ("Date of Agreement") all his shares
of a nominal value of SIXHUNDREDTHOUSAND (NOK 600 000) comprising all the shares
in 24 STORE AS (Norwegian corporate ID no. 963 459 807) (the "Company") to the
Purchaser and on the terms and conditions included in this Agreement.
The shares shall be transferred on 1 April 2001 (the Date of Taking
Possession").
The transfer will be based among other things on a balance sheet as per 31
December 2001 ("End of Accounting Period") (Appendix 1).
2. Purchase price and payment hereof
The purchase price amounts to GBP ONE (1) and shall be paid by the Purchaser
against receipt of all the share certificates duly transferred in blank and any
associated talons and coupons.
3. The period between the End of Accounting Period and the Date of Agreement
As far as regards the Company's activities between the End of Accounting Period
and the Date of Agreement, the Seller guarantees to the extent that nothing else
is otherwise stated in the Agreement and its appendices, that
a. The Company's activities have been operated in accordance with the
principles applied previously by the Company and that the Company's
agreements and commitments have been entered into on terms and conditions
which are normal for the industry sector.
b. Wage, pension and other employment benefits for the Company's personnel
have not been changed and that no new appointments have been made nor
employees dismissed.
c. The Company has not disposed of nor acquired any fixed assets to a value
exceeding NOK FIFTYTHOUSAND (50 000).
d. The Company's order book has not deteriorated in respect to terms and
conditions, prices and credit risks.
e. The Company has not (with the exception of normal trade credit) taken out
any loans or other forms of credit or pledged any security for its own or
other's commitments.
4. Change of the Board of Directors and auditors etc.
An Extraordinary General Meeting (general shareholders' meeting) of the Company
shall be held in immediate connection with the Date of Taking Possession for the
appointment of new board members.
The Seller will be responsible for ensuring that the present board members make
their places available and that these board members do not utilise their formal
right to represent the Company in the period until these new board members have
been registered.
The Purchaser shall ensure at the next annual general meeting that the current
board members are discharged from their liabilities provided that the Company's
auditors recommend such discharge from liability.
The Seller shall, until the new Board of directors has been registered, ensure
that general authorities to represent the Company are issued for those persons
nominated by the Purchaser.
5. Control financial statement
A complete financial statement shall be produced on the Date of Taking
Possession with the application of the accounting principles that correspond to
legislation, generally accepted accounting principles and the principles
previously applied. Physical stock-taking of stocks and other assets shall also
be carried out in association with this. The financial statement shall be drawn
up by the Purchaser and the Seller together.
6. Information about the Company
The following documents in respect to the Company have formed the basis for this
Agreement together with the other documents and information which is stated in
this Agreement:
a. Audited annual accounts for the 2000 financial year (Appendix 1).
b. Articles of Association and Certificate of Incorporation (Appendix 2)
c. List of personnel employed with details of wages and other benefits as per
the Date of Taking Possession (Appendix 3).
d. List of binding long-term agreements for the Company (Appendix 4)
e. List of equipment (Appendix 5) in which equipment which has been fully
depreciated is also included.
f. Stock list as per 31 December 2000 (Appendix 6) in which the principles for
valuation and obsolescence deductions applied are stated.
g. List of the Company's insurance policies (Appendix 7).
The Seller guarantees that the information provided by the Seller and the
Company is correct and that the documents and information which is stated above
in this provision contains all information which is significant about the
Company and its business operations and thus provides a full and correct picture
of the circumstances of the Company.
7. The Company's shares: guarantee
The Seller guarantees that
a. The share capital of the Company amounts to SIXHUNDREDTHOUSAND NOK (600
000) divided into SIXTHOUSAND (6 000) shares (Appendix 8).
b. The above-mentioned shares comprise all the shares issued by the Company
and that these have been paid in full.
c. The Seller owns all the shares in the Company with the full right of
ownership and that these are not encumbered by any lien, option, offer or
any other charge.
d. All the shares in the Company have the same rights.
e. No decision has been adopted to issue any new shares (including any new
shares issued in association with a so-called split), convertible debt
instrument associated with an option to subscribe for new shares or
participation certificate.
8. Annual accounts and accounting: guarantee
The Seller guarantees that the Balance Sheet which is drawn up as per the End of
Accounting Period is in substance in accordance with legislation and generally
accepted accounting principles.
The above guarantee does not entail that the Seller is accountable for the
correctness of individual items in the balance sheet, but only that the
Company's equity capital in relation to the circumstances known to the Seller as
per the End of Accounting Period in substance amounted to the figures stated in
the financial statement.
9. The Company's assets: guarantee
The Seller guarantees that
a. Unless expressly stated otherwise in this Agreement and its appendices, all
property which is mentioned as the property of the Company in this
Agreement and appendices belongs to the Company with full and absolute
right of ownership and right of disposal and that such property is not
encumbered by lien or other future right to a greater extent than that
which is stated in this Agreement and its appendices.
b. The Company's receivables as per the End of Accounting Period with
deductions for provisions for doubtful receivables have been received or
will be received for the amounts stated in the balance sheet within THREE
(3) months of the End of Accounting Period at the latest.
c. The Company's stock has been valued in accordance with legislation and
generally accepted accounting principles and that appropriate deductions
for obsolescence have been made.
d. The Company has not neglected to maintain and repair its assets and that
assets which are important to the Company's business operations are in full
working condition.
10. Personnel: guarantee
The Seller guarantees that
a. All employees of the Company as per the Date of Agreement have been
included in the list, Appendix 3, and that these do not have better wage,
pension or other employment benefits than those stated in the list.
b. All previous employees of the Company who receive a pension in accordance
with commitments from the Company, have been included in the list as per
the Date of Agreement and that these do not have better pension benefits
than those stated in the list.
c. No claims beyond those stated in the list have been made (or can be
expected to be made) against the Company from any current or previous
employees of the Company or from any trade union organisation of which any
such employee is or has been a member.
d. Employees of the Company have not been offered or will be offered
employment (or contract on a consultancy basis) with the Seller or with a
company over which the Seller has a determining influence within a period
of TWO (2) years from the Date of Taking Possession.
11. The company's agreements and obligations: guarantee
The Seller guarantees that
a. The Company is not bound by any other agreements or obligations (including
tenders submitted) than those which are included in the list, Appendix 4,
that these agreements and obligations are valid and complete in all
respects and correctly reflect the Company's rights and liabilities and
that the Company and respective joint contractors have fulfilled and will
fulfil their liabilities in accordance with this Agreement and obligations
until the Date of Taking Possession.
b. The Company is not bound by any agreement or any other obligation which is
alien to the Company's business operations or which has been entered into
under terms and conditions that are abnormal for the market or industrial
sector.
c. The Company is not nor has been a partner in any other company that may
bring into force financial liability for the obligations of the latter
company.
d. The Company has not entered into any agreement with or issued any
obligation (including tenders submitted) to the benefit of any associated
company or persons beyond contracts of employment and loan agreements with
shareholders.
12. Order book and tenders: guarantee
The Seller guarantees that the Company's order book and the tenders submitted by
the Company do not contain any individual orders or tenders that have been
accepted or tendered respectively at terms and conditions which differ
significantly from previously applied principles.
13. The Company's business operations: guarantee
The Seller guarantees that to the best of the Seller's knowledge no obstacles
exist to prevent carrying on the business operations of the Company.
14. Taxes and official charges: guarantee
The Seller guarantees that
a. The financial statement as per the End of the Accounting Period includes
appropriate provisions for taxes, official charges and other extra charges.
b. The Company is not nor will be subject to any additional assessment for tax
arrears, tax surcharges or other similar measures in respect to the
business operations in the period up until the Date of Taking Possession.
c. The Company has fulfilled on an ongoing basis and will meet its liabilities
in respect to taxes, official charges and other extra charges in the
prescribed manner until the Date of Taking Possession.
15. Guarantee reserves: guarantee
The Seller guarantees that the Company has not assumed any guarantees which are
abnormal for the industry sector in respect to products which have been
delivered or will be delivered prior to the Date of Taking Possession, or which
according to the existing order book or tenders submitted at the time of the
Date of Taking Possession shall be supplied thereafter.
16. Insurance policies: guarantee
The Seller guarantees that
a. All the assets of the Company are insured against fire and other damage.
b. The company has public liability insurance and product liability insurance
which is normal for the industry sector.
c. The Company has consequential loss insurance which is normal for the
industry sector.
d. The insurance policies under points a. - c. above have been in force since
the End of Accounting Period and that they will be in force for at least
one month after the Date of Taking Possession.
The Seller also guarantees that
a. The Company's property during the period between the End of the Accounting
Period and the Date of Taking Possession has not been nor will be reduced
in value as a result of fire, theft, damage, flood or other unforeseen
event which is not covered in full by the amount insured.
b. The Company or anyone for which the Company is liable during the period
between the End of the Accounting Period and the Date of Taking Possession
has not been guilty or will be guilty of any action or failure which may
lead to any liability for damages on the part of the Company and which is
not covered by public liability insurance or product liability insurance,
and that
c. The value of the Company during the period between the End of the
Accounting Period and the Date of Taking Possession has not been nor will
be reduced as a consequence of any event that means that the business
operations of the Company cannot be carried on to their normal extent and
which is not covered by the consequential loss insurance in force.
17. Disputes: guarantee
The Seller guarantees that the Company is not, nor as far as the Seller is
aware, can be expected to be involved in legal proceedings, arbitration
proceedings or any other dispute that means that the value of the assets sold is
reduced significantly.
18. Documentation concerning the Company: guarantee
The Seller guarantees that on the Date of Taking Possession all documentation
concerning the Company, such as the shareholders' register, minutes of the Board
of Directors' meetings and shareholders' meetings, contract documents,
liabilities, permissions, accounting documentation etc. is in the possession of
the Company.
19. Deficiencies in Guarantees
If the Seller has guaranteed in this Agreement or its appendices or it is
otherwise clear from the circumstances that the Seller has undertaken to be
liable for certain circumstances, if the Seller is deficient in such guarantees
or undertakings, the Purchaser shall be indemnified with one NOK for each NOK
that is deficient.
Interest on the deficient amount shall be paid in accordance with an interest
rate of EIGHT (8) percentage points from the time the purchase price was paid
until payment has been made by means of offsetting against debt in respect to
the purchase price or otherwise.
If the total deficiency is less than NOK ONEHUNDREDAND FIFTY THOUSAND (150 000),
no compensation shall be paid.
20. Complaints and prescription
Regardless of when the Purchaser has become aware of any deficiency in a
guarantee, the Purchaser has the right to claim the consequences as a result of
a breach of contract within ONE (1) year from the Date of Taking Possession. In
respect to consequences as a result of taxes, official charges or other extra
charges, the Purchaser shall retain his right until six months have passed after
any such tax, official charge or other extra charge has been conclusively
determined.
If a breach of contract is due to
a. A legal error in respect to the transferred shares or significant asset of
the Company.
b. An action or failure on the part of the Company which is in breach of any
legislation or statute.
c. Restriction in the Company's right or opportunity to carry on its business
operations.
x. Xxxxx negligence or action which is in breach of trust or good faith.
The Purchaser shall though be entitled to claim the consequence as a result of a
breach of contract within ONE (1) year from the Date of Taking Possession if the
complaint occurs within six months of the discovery of the breach of contract.
The breach of contract / deficiency in respect to a guarantee must be
significant in order that the Purchaser shall be able to claim cancellation of
the purchase. In all events the Purchaser shall be given the opportunity to
rectify the situation or to pay compensation for this, before a cancellation of
the purchase can be invoked.
21. Other terms and conditions
The Purchaser guarantees not to use after 30 May 2001 the name 24 STORE, which
is not included in the purchase. This means that the Company will implement a
change of name as of the Date of Taking Possession and to change the name and
layout of the Internet site by 30 May 2001 at the latest. Links from 00XXXXX.xxx
will be maintained until the Seller removes the link with 10 working days
notice, though at the earliest on 30 May 2001.
The Seller guarantees that the Company's liabilities to companies within the
Infinicom Group have been regulated in their entirety as per the Date of Taking
Possession.
22. Confidentiality
The Seller undertakes not to disclose confidential information concerning the
Company and its business operations to any outside party. The Seller shall
ensure that employees, consultants and board members of the Seller observe the
aforementioned confidentiality regulations.
"Confidential information" is understood in this provision as written
information which is specifically marked confidential, with the exception of
information which is or becomes generally known or which has come or comes to
the knowledge of the general public in any other way than by means of the
Seller's breach of this provision.
23. Announcement
The parties are in agreement that a special press release shall be produced and
issued jointly as soon as possible following the signing of this Agreement. The
employees of the Company shall though be informed of the content of this
Agreement immediately after the signing.
24. Duty of information etc.
The Seller and the Purchaser have fulfilled their information and negotiation
obligations in accordance with Norwegian legislation.
25. Terms and conditions
This Agreement is dependent for its validity on the Seller being able to attain
a composition in bankruptcy arrangement with the administrator of 24IT AB at a
level of 25 %. 50 % of which the Seller will pay NOK 55 000 (FIFTYFIVETHOUSAND).
26. Communication / notification
Complaints and other communication shall be made by courier or recommended
letter to the parties addresses stated in the introduction or which have been
subsequently amended.
a. If delivered by courier: when handed over
b. If delivered by recommended letter: THREE (3) days after handing over for
forwarding by post.
27. Headings
The division of the Agreement into different sections and the use of headings
shall not affect the interpretation of the Agreement.
28. Amendments
Amendments of and supplements to this Agreement shall be in writing and signed
by the parties in order to be binding.
29. Complete regulation
The Agreement and its appendices constitute the parties' complete regulation of
all issues that the Agreement concerns. All written or verbal undertakings and
commitments which have preceded the Agreement are replaced by the content of
this Agreement and its appendices.
30. Invalidity of provisions
If any of the provisions of this Agreement or parts thereof are found to be
invalid, this shall not mean that the Agreement in its entirety is invalid, but
to the extent that the invalidity significantly affects a party's benefit or
performance in accordance with the Agreement, reasonable readjustment of the
Agreement shall be made.
31. Arbitration
Any dispute in connection with this Agreement shall be determined by arbitration
in accordance with the regulations of chapter 32 of the Civil Procedure Act.
Norwegian law shall be applicable.
Two identical copies of this Agreement have been drawn up and exchanged between
the parties.
29 March, 2001 29 March, 2001
24 STORE (Europe) Ltd Comp Consult AS
/s/ Xxxx Xxx Xxxxxx /s/ Pal Xxxxxxxx
-------------------------------- --------------------------------
Xxxx Xxx Xxxxxx Pal Xxxxxxxx
by authority
