Dated 16 April 1997
-------------------
ARMOR HOLDINGS, INC
- and -
ARMOR HOLDINGS LIMITED
- and -
NATWEST VENTURES NOMINEES LIMITED AND OTHERS
- and -
XXXXXX XXXXXXXX
-------------------
AGREEMENT
for the sale and purchase of the whole
of the issued share capital of
DSL Group Limited
-------------------
ASHURST XXXXXX XXXXX
Xxxxxxxxx Xxxxx
0 Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: 0000-000-0000
Fax: 0000-000-0000
CSG/X00000000/CY445881
THIS AGREEMENT is made on 16 April 1997
BETWEEN:-
(1) ARMOR HOLDINGS, INC whose principal place of business is at 00000
Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 XXX ("AHI");
(2) ARMOR HOLDINGS LIMITED whose registered office is at 00 Xxxx Xxxx,
Xxxxxx XX0X 0XX ("AHL");
(3) THOSE PERSONS whose names and addresses are set out in column 1 of
schedule 1 (together the "VENDORS"); and
(4) XXXXXX XXXXXXXX of Redhall, 00 Xxxx Xxxxxx, Xxxxxxxxxx, Xx
Xxxxxxxxx, Xxxxxxx XX00 0XX.
RECITALS
(A) DSL Group Limited is a private company limited by shares
incorporated in England and Wales under the Companies Xxx 0000 under
number 3206563. Further details relating to the Company are set out
in schedule 2.
(B) The Company has the interests in bodies corporate details of which
are set out in schedule 3.
(C) The Vendors are the registered holders and beneficial owners of the
whole of the issued share capital of the Company, the numbers and
classes of such shares of which each of the Vendors will be the
owner as at Completion being set out opposite his name in schedule 1
(and being the numbers and classes of shares in the Company
following the operation of the special resolution of the Company to
be passed as envisaged pursuant to clause 2).
(D) The Vendors have agreed to sell the whole of the issued ordinary and
deferred share capital of the Company to AHI and the whole of the
issued preference share capital of the Company to AHL on the terms
and subject to the conditions set out in this agreement free from
Encumbrances.
(E) The Warrantors have made representations to each of AHI and AHL in
the terms of the Warranties to the intent that AHI and AHL should
rely on such representations in entering into this agreement and
consumating the transactions contemplated hereby.
THE PARTIES AGREE AS FOLLOWS:-
- 1 -
1. INTERPRETATION
1.1 The following provisions shall have effect for the interpretation of
this agreement.
1.2 The following words and expressions and abbreviations shall, unless
the context otherwise requires, have the following meanings:-
"ACCOUNTS" means the audited financial statements of the Company and
each of the Subsidiaries (save for US Defence Systems Incorporated
in respect of which "ACCOUNTS" shall mean the unaudited accounts in
the form attached to the Disclosure Letter and identified as such
accounts), comprising the balance sheet of the Company, the
consolidated balance sheet, profit and loss account and cash flow
statement of the Group and the balance sheet and profit and loss
account of each of the Subsidiaries, together in each case with the
notes thereon, directors' report and auditors' certificate, as at
and for the financial period, in the case of the Company, from 3
June 1996 and, in the case of each other member of the Group, from
31 March 1996 (save for Defence Systems Colombia SA whose financial
period shall be from 31 December 1995) and, in each case, ended on
the Accounts Date;
"ACCOUNTS DATE" means 31 December 1996;
"AMERICAN STOCK EXCHANGE" means American Stock Exchange, Inc.;
"ASSOCIATED COMPANY" has the meaning given to it in sections 416 et
seq. of the T.A.;
"CLAIM" means a claim in respect of a breach of Warranty;
"COMPANY" means the company described in recital (A) and also, for
the purposes of but subject to the express provisions of, clause 6
and schedule 4, means those of the company described in recital (A)
and the Subsidiaries in respect of which the relevant Warrantor
gives Warranties in accordance with clause 5;
"COMPLETION" means the completion of the sale and purchase of the
Shares in accordance with clause 4;
"COMPLETION DATE" means the date on which Completion occurs;
"CONSIDERATION SHARES" means 1,274,217 shares of common stock of par
value $0.01 each in the capital of AHI to be allotted and issued
pursuant to clause 4.4 (being such number of shares of common stock
of par value $0.01 each in the capital of AHI, rounded down to the
nearest whole number, as has an aggregate value equal to
(pound)6,725,656, and for this purpose, each share of common stock
of par value $0.01 in the capital of AHI shall be valued at the
average of the closing price of a share of common stock of par value
$0.01 in the capital of AHI for the 20 consecutive trading days
ended five consecutive trading days prior to 1 April 1997 (that is,
ended on (and including) 24 March 1997) as quoted in the
- 2 -
composite/close/price table on Bloomberg for the relevant 20 days
(such average being $8.56875 per share) and such aggregate value (in
US dollars) shall be converted into pounds sterling at (pound)1
equals $1.6234);
"COVENANTORS" means Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx
Xxxxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxx Xxxxx and Xxxxx
Xxxxx;
"Deferred Shares" means the issued deferred shares of (pound)1 each
in the capital of the Company as at Completion;
"DISCLOSURE LETTER" means a letter of today's date together with the
attachments thereto addressed by the Warrantors to AHI and AHL
disclosing exceptions to the Warranties and acknowledged by or on
behalf of AHI and AHL;
"DISTRIBUTION" means a distribution as defined by sections 209 to
211 (inclusive) of the T.A. and section 418 of the T.A.;
"$" means the lawful dollar currency of the United States of America;
"ENCUMBRANCE" means any mortgage, charge (whether fixed or
floating), pledge, lien, security interest or other third party
right or interest (legal or equitable) over or in respect of the
relevant asset, security or right;
"GROUP" means the Company and the Subsidiaries;
"HAMBRO DEBT" means the sum of (pound)400,000 which is owed by the
Company to Hambro Group Investment Limited at the date hereof
pursuant to the terms of the Share Acquisition Agreement between,
inter alios, the Company and Hambro Group Investments Limited dated
31 July 1996;
"HOLDING COMPANY" has the meaning given to it in section 736 of the
Companies Xxx 0000;
"INSTITUTIONAL VENDORS" means NatWest Ventures Nominees Limited,
Phoenix General Partner Limited and Compass Representatives Limited;
"INSTITUTIONAL VENDORS' SOLICITORS" means Xxxxxxx Xxxxx Xxxxxxxxxxx
of 00 Xxxx Xxxx, Xxxxxx, XX0X 0XX;
"MANAGEMENT VENDORS" means Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxx
Xxxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Golovatov, Xxxx Xxxxx, Xxxxx
Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx Xxxxxx, Xxxx Beat, Xxxxx xx
Xxxxxxxxx and Xxxxx Xxxxx;
"MANAGEMENT VENDORS' SOLICITORS" means Xxxxx & Co. of 00 Xxxxxxxxx,
Xxxxxx, XX0X 0XX;
- 3 -
"ORDINARY SHARES" means the issued ordinary shares of (pound)1 each
in the capital of the Company as at Completion;
"PREFERENCE SHARES" means the issued preference shares of 1p each in
the capital of the Company as at Completion;
"PROPERTIES" means the properties described in schedule 5 or any
part or parts thereof and "PROPERTY" means any one of them;
"PURCHASERS' SOLICITORS" means Ashurst Xxxxxx Xxxxx of Xxxxxxxxx
Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX;
"ROTHSCHILD LOAN" means the outstanding principal and interest which
is owed by the Company to NM Rothschild & Co. pursuant to the terms
of a loan agreement dated 31 July 1996;
"SHARES" means the whole of the issued share capital of the Company;
"SUBSIDIARY" means those bodies corporate details of which are set
out in schedule 3;
"SUBSIDIARY" has the meaning given to it in section 736 of the
Companies Xxx 0000;
"SUBSIDIARY UNDERTAKING" has the meaning given to it in section 258
of the Companies Xxx 0000 as amended by the Companies Xxx 0000;
"T.A." means the Income and Corporation Taxes Xxx 0000;
"TAX" means any tax, and any duty, impost, levy or charge in the
nature of tax and any fine, penalty or interest connected therewith;
"TAXATION STATUTES" means all statutes, decrees, orders and
regulations providing for or imposing any Tax;
"VENDORS" means the Management Vendors and the Institutional
Vendors;
"WARRANTIES" means the representations and warranties set out in
schedule 4;
"WARRANTORS" means Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx
Xxxxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Golovatov, Xxxx
Xxxxx and Xxxxx Xxxxx.
1.3 References to documents IN THE AGREED FORM are to the relevant
document in the form agreed between the parties on or prior to the
date of this agreement and for the purposes of identification only
initialled by the Purchasers' Solicitors and the Management Vendors'
Solicitors.
- 4 -
1.4 References to the parties hereto include their respective permitted
assignees and/or the respective successors in title to substantially
the whole of their respective undertakings and, in the case of
individuals, to their respective estates and personal
representatives.
1.5 References to persons shall include bodies corporate and
unincorporated, associations, partnerships and individuals. Words
denoting the singular shall include the plural and words denoting
any gender shall include all genders.
1.6 References to statutes or statutory provisions include references to
any orders or regulations made thereunder and references to any
statute, provision, order or regulation include references to that
statute, provision, order or regulation as amended, modified,
re-enacted or replaced from time to time whether before or after the
date hereof (subject as otherwise expressly provided herein) and to
any previous statute, statutory provision, order or regulation
amended, modified, re-enacted or replaced by such statute,
provision, order or regulation.
1.7 Headings to clauses, paragraphs and descriptive notes in brackets
relating to provisions of taxation statutes are for information only
and shall not form part of the operative provisions of this
agreement and shall be ignored in construing the same.
1.8 References to recitals, clauses or schedules are to recitals to,
clauses of and schedules to this agreement. The recitals and
schedules form part of the operative provisions of this agreement
and references to this agreement shall, unless the context otherwise
requires, include references to the recitals and the schedules.
1.9 Each of the Warranties expressed to be given "to the best of the
Warrantors' knowledge and belief" or "so far as the Warrantors are
aware" or otherwise qualified by reference to the knowledge of the
relevant Warrantor (other than Warranty 7.6) shall be deemed to
incorporate a further warranty that the relevant Warrantors have
made all reasonable enquiries as to the subject matter of the
relevant Warranty, and each Warrantor shall be deemed to have made
all reasonable enquiries with regard to the subject matter of the
relevant Warranty if he has diligently and in good faith sought
detailed responses to the Information Request IN THE AGREED FORM
from the appropriate employees of the Group.
1.10 Warranty 7.6 shall be deemed to incorporate a further warranty that
the relevant Warrantor has made all reasonable enquiries as to the
subject matter of the Warranty.
1.11 The obligations and liabilities of the Vendors under this agreement
shall be several, save as otherwise expressly provided.
1.12 Where any provision of this agreement applies to a jurisdiction
other than England then terms of art used herein shall bear the
meaning most closely analogous thereto in such jurisdiction.
- 5 -
2. SALE AND PURCHASE
2.1 Upon the terms and subject to the conditions of this agreement, each
of the Vendors shall sell to AHI and AHI shall purchase the numbers
of Ordinary Shares and Deferred Shares of which such Vendor is the
registered holder being set out opposite his name in column 2 of
part 1 or 2 of schedule 1 (as appropriate) free from any and all
Encumbrances and together with all accrued benefits and rights now
or hereafter attaching thereto, including the right to all dividends
and other distributions (if any) declared, made or paid in respect
of such shares after the Accounts Date.
2.2 Upon the terms and subject to the conditions of this agreement, each
of the Institutional Vendors shall sell to AHL and AHL shall
purchase the number of Preference Shares of which such Institutional
Vendor is the registered holder being set out opposite his name in
column 2 of part 1 of schedule 1 free from any Encumbrance and
together with all accrued benefits and rights now or hereafter
attaching thereto, including the right to all dividends and other
distributions accruing in respect of such shares after the Accounts
Date.
2.3 Each of the Vendors hereby represents and warrants to each of AHI
and AHL (so as to bind that Vendor's personal representatives,
successors and assigns) that he:-
(a) has the right to dispose of the Ordinary Shares and the
Deferred Shares which he purports to sell; and
(b) is disposing of the Ordinary Shares and Deferred Shares
free from any and all Encumbrances and together with all
benefits and rights now or hereafter attaching thereto,
including the right to all dividends and other
distributions (if any) declared, made or paid in respect of
such shares after the Accounts Date.
2.4 Each of the Institutional Vendors hereby represents and warrants to
AHL (so as to bind that Institutional Vendor's personal
representatives, successors and assigns) that it:-
(a) has the right to dispose of the Preference Shares which it
purports to sell; and
(b) is disposing of the Preference Shares free from any
Encumbrance and together with all benefits and rights now
or hereafter attaching thereto, including the right to all
dividends and other distributions accruing in respect of
such shares after the Accounts Date.
2.5 With effect from Completion, Xxxxxx Xxxxxxxx hereby waives all
rights which he has to acquire shares in the capital of the Company,
whether from Xxxxxxxx Xxxxxxxx or otherwise.
3. CONSIDERATION
3.1 The consideration for the sale of the Ordinary Shares and Deferred
Shares shall be:-
- 6 -
(a) in respect of the Ordinary Shares, the Consideration Shares
credited as fully paid, to be apportioned between the
Vendors in proportion to the numbers of Ordinary Shares
respectively held by them at Completion; and
(b) in respect of the Deferred Shares, the sum of (pound)1 in
aggregate (which sum the Vendors hereby request and
authorise AHI to retain and apply for the benefit of the
Company).
3.2 The consideration for the sale of the Preference Shares shall be the
sum of (pound)4,635,000, to be apportioned between the Institutional
Vendors in proportion to the numbers of Preference Shares
respectively held by them at Completion.
4. COMPLETION
4.1 Completion shall take place at the offices of the Purchasers'
Solicitors immediately following the passing of the special
resolution and extraordinary resolutions referred to in clause 2.
4.2 On Completion, the Vendors shall deliver to AHI:-
(a) transfers in common form relating to the Ordinary Shares
and the Deferred Shares, duly executed in favour of AHI,
together with the share certificates relating thereto;
(b) resignations IN THE AGREED FORM of Xxxxxxx Xxxxxx, Xxxx
Hustler and Xxxx Xxxxx from their offices as director
and/or secretary and any office or employment of or by the
Company or the Subsidiaries;
(c) the common seals, certificates of incorporation and
statutory books of the Company and DSL Holdings Limited;
(d) transfers relating to each share in the Subsidiaries not
registered in the name of the Company or a Subsidiary,
duly executed in favour of AHI or as it may direct;
(e) share certificates (or the equivalent evidence of title to
the relevant shares in each jurisdiction) relating to all
of the issued shares of each of the Subsidiaries;
(f) a deed of release IN THE AGREED FORM (releasing the Company
and the Subsidiaries from any liability whatsoever (actual
or contingent) which may be owing to the Institutional
Vendors by the Company or any of the Subsidiaries), duly
executed by each of the Institutional Vendors;
(g) a Registration Rights Agreement IN THE AGREED FORM, duly
executed by each of the Vendors;
(h) Investment Letters IN THE AGREED FORM, duly executed by
each of the Vendors;
- 7 -
(i) a Termination Agreement IN THE AGREED FORM, duly executed
by each of the Vendors and the other parties to the
agreements to which it relates;
(j) forms of proxy IN THE AGREED FORM, duly executed by each of
the Vendors, appointing any director for the time being of
AHI as the Vendors' proxy for the purposes of exercising
the voting rights attaching to the Shares, with power to
consent to short notice of any general meeting of the
shareholders or any class thereof;
(k) an Escrow Agreement IN THE AGREED FORM, duly executed by
each of the Warrantors;
(l) service agreements IN THE AGREED FORM, duly executed by
each of Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxx
Xxxxxxxx;
(m) letters IN THE AGREED FORM (amending their respective
service agreements), duly executed by each of Xxxx Xxxxx,
Xxxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxxx
Xxxxxxx, Xxxxxxxxxxx Xxxxxx, Xxxx Beat, Xxxxx xx Xxxxxxxxx
and Xxxxx Xxxxx; and
(n) a copy of the option agreement referred to at clause 4.5,
duly certified as a true copy by the Management Vendors'
Solicitors,
and the Institutional Vendors shall deliver to AHL transfers in
common form relating to the Preference Shares, duly executed in
favour of AHL, together with the share certificates relating
thereto.
4.3 On or prior to Completion (and in any event prior to the taking
effect of the resignations of the directors referred to in paragraph
(b) of clause 4.2), the Vendors shall procure the passing of board
resolutions of the Company and each of the Subsidiaries:-
(a) sanctioning for registration (subject where necessary to
due stamping) the transfers in respect of any shares
referred to in clause 4.2;
(b) appointing Xxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxx and Xxxx
Xxxxxxx to be additional directors of the Company and Xxx
Xxxxxxxx to be an additional director of DSL Holdings
Limited; and
(c) appointing Xxxxxx Xxxxxxxx to be secretary of each of the
Subsidiaries incorporated in England and Wales.
4.4 On Completion, immediately upon compliance by the Vendors with the
provisions of clauses 4.2 and 4.3:-
(a) AHI shall:-
- 8 -
(i) allot the Consideration Shares to the Vendors, in
the respective proportions which the number of
Ordinary Shares held by them bears to the total
number of Ordinary Shares;
(ii) enter the names of the Vendors in the register of
members of AHI as the holders of the Consideration
Shares;
(iii) deliver to Xxxxxx & Xxxxxxx in New York (on behalf
of the Vendors) duly executed stock certificates in
respect of the Consideration Shares, save as
envisaged pursuant to the Escrow Agreement IN THE
AGREED FORM;
(iv) effect the listing of the Consideration Shares on the
American Stock Exchange;
(v) deliver to the Management Vendors' Solicitors and the
Institutional Vendors' Solicitors (on behalf of,
respectively, the Management Vendors and the
Institutional Vendors):-
(A) a counterpart of the Registration Rights
Agreement IN THE AGREED FORM, duly executed
by AHI;
(B) a counterpart of the Escrow Agreement IN THE
AGREED FORM, duly executed by AHI;
(C) a certified copy of a duly executed
Certificate of Good Standing in respect of
AHI IN THE AGREED FORM;
(D) a certificate (which certificate shall in the
absence of manifest error be conclusive):-
(I) stating the number of the
Consideration Shares; and
(II) attaching a print-out of Bloomberg
showing the closing price of a share
of common stock of par value $0.01 in
the capital of AHI for the 20
consecutive trading days ended five
consecutive trading days prior to 1
April 1997 (that is, ended on (and
including) 24 March 1997); and
(E) a copy of the lock-up letter agreement made
by way of letter dated 18 January 1996 from
Xxxxxxxx Xxxxxxx to Kanders Florida
Holdings, Inc; and
(vi) procure that the Company forthwith repays the
Rothschild Loan; and
- 9 -
(b) AHL shall pay to the Institutional Vendors Solicitors the
sum of (pound)4,635,000, in full and final settlement of
the consideration due by AHL to the Institutional Vendors
for the Preference Shares, which sum shall be paid by
telegraphic transfer to National Westminster Bank plc, City
of London office, XX Xxx 00000, 0 Xxxxxxx Xxxxxx, Xxxxxx
XX0X 0XX, sort code: 60-00-01, account no: 00000000.
5. WARRANTIES GIVEN BY THE WARRANTORS
5.1.1 Xxxxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxx jointly and severally
represent and warrant to each of AHI and AHL in respect of the
Company, DSL Holdings Limited, Brooksight Limited, Defence Systems
International Limited, DSL Security Systems (South Africa) (Pty)
Limited, DSL Security (PNG) Limited, Societe Africaine de Personnel
de Logistique et de Liason SARL and Defence Systems Limited in the
terms of the Warranties and so that the remedies of each of AHI and
AHL in respect of any breach of any of the Warranties shall continue
to subsist notwithstanding Completion.
5.1.2 Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxx Xxxxxxxxxx jointly and
severally represent and warrant to each of AHI and AHL in respect of
US Defense Systems Incorporated, US DS Zaire SARL and Defensetse
Systems Equador USDSE SA in the terms of the Warranties and so that
the remedies of each of AHI and AHL in respect of any breach of any
of the Warranties shall continue to subsist notwithstanding
Completion.
5.1.3 Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx jointly and
severally represent and warrant to each of AHI and AHL in respect of
Defense Systems Columbia SA in the terms of the Warranties and so
that the remedies of each of AHI and AHL in respect of any breach of
any of the Warranties shall continue to subsist notwithstanding
Completion.
5.1.4 Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxx Xxxxx jointly and
severally represent and warrant to each of AHI and AHL in respect of
Defence Systems (Jersey) Limited, DSL Security (Asia) Pte Limited
and Far East Defence Systems Limited in the terms of the Warranties
and so that the remedies of each of AHI and AHL in respect of any
breach of any of the Warranties shall continue to subsist
notwithstanding Completion.
5.1.5 Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Golovatov and Xxxxx
Xxxxx jointly and severally represent and warrant to each of AHI and
AHL in respect of Gorandel Trading Limited in the terms of the
Warranties and so that the remedies of each of AHI and AHL in
respect of any breach of any of the Warranties shall continue to
subsist notwithstanding Completion.
5.1.6 Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxx Xxxxx jointly and
severally represent and warrant to each of AHI and AHL in respect of
DSL (Overseas) Limited in the terms of the Warranties and so that
the remedies of each of AHI and AHL in respect of any breach of any
of the Warranties shall continue to subsist notwithstanding
Completion.
- 10 -
5.1.7 Xxxxxx Xxxxxxxx represents and warrants to each of AHI and AHL in
respect of the Company and each of the Subsidiaries (other than
Jardine Securicor Gurkha Services Limited and DSL-Sesegeur) in the
terms of the Warranties and so that the remedies of each of AHI and
AHL in respect of any breach of any of the Warranties shall continue
to subsist notwithstanding Completion.
5.1.8 Xxxxxxxx Xxxxxxxx represents and warrants to each of AHI and AHL in
respect of Jardine Securicor Gurkha Services Limited, USDS (Med)
Limited and Maximum Security Indochina Limited in the terms of the
Warranties (as if the same were all qualified by reference to
Xxxxxxxx Xxxxxxxx'x knowledge) and so that the remedies of each of
AHI and AHL in respect of any breach of any of the Warranties shall
continue to subsist notwithstanding Completion. For the purposes of
this clause 5.1.8, the provisions of clause 1.9 shall not apply.
5.1.9 Xxxxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxx jointly and severally
represent and warrant to each of AHI and AHL in respect of
DSL-Sesegeur in the terms of the Warranties (as if the same were all
qualified by reference to the Warrantors' knowledge) and so that the
remedies of each of AHI and AHL in respect of any breach of any of
the Warranties shall continue to subsist notwithstanding Completion.
For the purposes of this clause 5.1.9, the provisions of clause 1.9
shall not apply.
5.1.10 Notwithstanding the above provisions of this clause 5.1, the
Warranties set out in paragraphs 7.4 and 7.5 of schedule 4 are given
only by Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxx Xxxxxxxx, on a
joint and several basis in the case of Xxxxxxxx Xxxxxxxx and Xxxxxxx
Xxxxxxx and on a several basis in the case of Xxxxxx Xxxxxxxx, in
each case in respect of all of the Company and the Subsidiaries. For
the purposes of the Warranties set out in paragraphs 7.4 and 7.5 of
schedule 4, the references to the Warrantors shall be deemed to be
references only to Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxx
Xxxxxxxx.
5.2 Any information supplied by or on behalf of the Company or the
Subsidiaries to the Warrantors or their agents or accountants,
solicitors or other advisers in connection with the Warranties, the
Disclosure Letter or otherwise in relation to the business and
affairs of the Company or the Subsidiaries shall not constitute a
representation or warranty or guarantee as to the accuracy thereof
by the Company or any of the Subsidiaries and each of the Warrantors
undertakes to AHI that:-
(a) he will not bring any claim against the Company or the
Subsidiaries in respect thereof; and
(b) he will not bring any claim against any of the respective
agents or employees of the Company or the Subsidiaries in
respect thereof, save in the case of fraud or fraudulent
misrepresentation.
For the avoidance of doubt, where any of the Warranties are given on
a joint and several basis, the above provisions of this clause 5.2
shall not prevent a Warrantor from bringing
- 11 -
a claim in respect of a right of contribution against any other of
the Warrantors with whom he is jointly liable.
5.3 If a Warrantor is in breach of any of the Warranties, the relevant
Warrantor shall pay to AHI or AHL on demand the amount necessary to
put the Company and the Subsidiaries into the position which would
have existed if the said Warranty had been true and not been
breached together with all costs and expenses incurred by AHI, AHL,
the Company or the Subsidiaries as a result of such breach. Where
AHI or AHL has made a demand against a Warrantor pursuant to this
clause 5.3, and that Warrantor has either agreed that he is liable
to satisfy that demand and has satisfied that demand or a court of
competent jurisdiction has held that Warrantor to be liable to
satisfy that demand and in either case the Warrantor has satisfied
the demand, neither AHI nor AHL shall be entitled to bring a further
claim for damages for breach of Warranty against that Warrantor in
respect of the same facts or circumstances as gave rise to the
demand made pursuant to this clause 5.3.
5.4 Each of the Warranties shall be construed as a separate
representation or warranty (as the case may be) and (save as
expressly provided to the contrary) shall not be limited by the
terms of any of the other Warranties or by any other term of this
agreement.
5.5 The Warrantors acknowledge that each of AHI and AHL has entered into
this agreement in reliance upon the Warranties.
6. LIMITATION ON LIABILITY IN RESPECT OF THE WARRANTIES GIVEN BY
THE WARRANTORS
6.1 The Warrantors shall not be liable for any Claim to the extent that
the facts or circumstances giving rise thereto are fairly disclosed
in the Disclosure Letter or expressly provided for or stated to be
exceptions under the terms of this agreement. No letter, document or
other communication shall be deemed to constitute a disclosure for
the purposes of the Warranties unless the same is expressly referred
to in the Disclosure Letter.
6.2 The maximum liability of each Warrantor in respect of any breaches by
him of Warranties shall be:-
(a) in the case of each of the Warrantors (other than Xxxxxxxx
Xxxxxxxx and Xxxxxx Xxxxxxxx), an amount equal to the lower
of the aggregate value of the Consideration Shares allotted
to him at Completion and the aggregate value of the
Consideration Shares allotted to him at the date of
determination of the liability, and for this purpose:-
(i) the aggregate value of the Consideration Shares
allotted to him at Completion shall be deemed to be
an amount equal to the number of Consideration
Shares allotted to him at Completion multiplied by
$8.56875; and
- 12 -
(ii) the aggregate value of the Consideration Shares
allotted to him at the date of determination of the
liability shall be deemed to be an amount equal to
the number of Consideration Shares allotted to him
at Completion multiplied by the closing price of a
share of common stock of par value $0.01 in the
capital of AHI on the American Stock Exchange on the
trading day prior to such determination;
(b) in the case of Xxxxxxxx Xxxxxxxx, an amount equal to the
lower of $1,050,902 and the aggregate value of 122,644
shares of common stock of par value $0.01 each in the
capital of AHI at the date of determination of the
liability, and for this purpose the aggregate value of
122,644 shares of common stock of par value $0.01 each in
the capital of AHI at the date of determination of the
liability shall be deemed to be an amount equal to the
closing price of a share of common stock of par value
$0.01 in the capital of AHI on the American Stock Exchange
on the trading day prior to such determination multiplied
by 122,644; and
(c) in the case of Xxxxxx Xxxxxxxx, an amount equal to the
lower of $750,735 and the aggregate value of 87,613 shares
of common stock of par value $0.01 each in the capital of
AHI at the date of determination of the liability, and for
this purpose the aggregate value of 87,613 shares of
common stock of par value $0.01 each in the capital of AHI
at the date of determination of the liability shall be
deemed to be an amount equal to the closing price of a
share of common stock of par value $0.01 in the capital of
AHI on the American Stock Exchange on the trading day
prior to such determination multiplied by 87,613.
6.3.1 Subject as provided in clause 6.3.2, the Warrantors shall not be
liable for any Claim:-
(a) where the liability of the relevant Warrantor in respect
of that Claim would but for this paragraph (a) have been
less than (pound)1,000; and
(b) unless and until the aggregate liability of the Warrantors
in respect of that Claim (not being a Claim for which
liability is excluded under paragraph (a) above) when
aggregated with the liability of the Warrantors in respect
of all other Claims (not being a Claim for which liability
is excluded under paragraph (a) above) exceeds
(pound)500,000 and in the event that the aggregate
liability of the Warrantors in respect of all Claims
exceeds (pound)500,000 the Warrantors shall be liable to
AHI for the whole amount of such Claims and not merely the
excess over (pound)500,000.
6.3.2 Paragraph (b) of clause 6.3.1 shall not prevent AHI or AHL from
claiming and shall not limit the liability of the Warrantors for any
breach of Warranty where the liability of the Warrantors in respect
of that Claim would equal or exceed (pound)250,000.
6.4 The Warrantors shall not be liable for any Claim to the extent that:-
- 13 -
(a) an express provision or reserve in respect of the matter
giving rise to the Claim is made in the Accounts; or
(b) the Claim arises as a result of or is increased by the
passing of, or any change in, any legislation (primary or
subordinate) after the date of this agreement or any
change of law or administrative practice of any
governmental department or regulatory body (including,
without limitation, any change of practice in relation to
extra statutory concessions or any decision of the Courts
or any jurisdiction altering the accepted interpretation
of any law, statute, case law or legislation) after the
date of this agreement, or any increase in the rates or
any imposition of Tax or any withdrawal of relief from Tax
or any other change in the scope of Tax in force at the
date of this agreement (in either case whether
retrospective or otherwise) PROVIDED THAT this paragraph
(b) shall not apply to the extent that the relevant
Warrantor against whom the Claim is being brought actually
knew, as at the date of this agreement, that such event
would occur (and for the avoidance of doubt, for the
purposes of this proviso, a Warrantor shall not be deemed
to know that such event would occur if he would only have
known that such event would occur if he had made further
enquiries); or
(c) the Claim arises as a result of or is increased by AHI
making any claim, election, surrender or disclaimer (or
revoking or waiving of any claim, election, surrender or
disclaimer already made) for any Tax purpose after the
date of this agreement where AHI ought reasonably to have
known (having made all reasonable enquiries) that the
making of the claim, election, surrender or disclaimer (or
the revoking or waiving of any claim, election, surrender
or disclaimer already made) would give rise to the breach
of the Warranties in respect of which the Claim is made or
would increase the damage suffered as a result of the
breach (as the case may be); or
(d) the Claim arises as a result of or is increased by any
change after the date of this agreement in the accounting
reference date of the Company or in the accounting policies
adopted by the Company or in the accounting bases on which
the Company values its assets (unless the same is to comply
with applicable statements of Standard Accounting
Practice); or
(e) the Claim arises as a result of or is increased by any
change in the nature of the business or trade of the
Company or any sale or disposal of any share or interest in
the Company or any cessation of the business or trade of
any part of the Company in any such case after the date of
this agreement; or
(f) the Claim arises as a result of or is increased by any
voluntary act or omission of AHI or AHL or their respective
agents or successors in title after Completion (other than
in the ordinary course of business of the Company) where
AHI or AHL ought reasonably to have known (having made all
reasonable enquiries) that the act or omission would give
rise to the breach of the Warranties in respect of which
the
- 14 -
Claim is made or would increase the damage suffered as a
result of the breach (as the case may be); or
(g) the loss or damage giving rise to the Claim would have been
reduced but for the failure or omission of AHI or AHL to
make any claim, election, surrender or disclaimer or to
give any notice or consent under the provisions of any
taxation statute after the date of this agreement where AHI
or AHL ought reasonably to have known (having made all
reasonable enquiries) that the making of the claim,
election, surrender or disclaimer or the giving of the
notice or consent would result in the loss or damage being
reduced; or
(h) as regards any Claim for Tax, such Claim arises or is
increased by virtue of (i) any disclaimer of capital
allowances made by the Company after the date of this
agreement or (ii) any disallowance of any relief,
allowance, deduction or credit in respect of trading losses
or advance corporation tax arising from a change in the
nature of conduct of any trade or business carried on by
the Company occurring after the date of this agreement.
6.5 The Warrantors shall not be required to make any payment in respect
of any Claim to the extent that the Claim arises as a result of a
contingent liability unless and until such contingent liability
becomes an actual liability provided that in such event the periods
for giving notice of such Claim and pursuing such Claim referred to
in clause 6.6 shall only begin to run once such contingent liability
becomes an actual liability.
6.6 A Warrantor shall not be liable for any Claim unless AHI or AHL has
given written notice to that Warrantor setting out so far as
reasonably available to AHI or AHL (as the case may be) reasonable
details of the Claim on or before the earlier of the first
anniversary of Completion and the issuance of the audited accounts
of AHI for the year ending 31 December 1997 and the amount payable
in respect of the Claim is agreed by the relevant Warrantor or legal
proceedings are instituted in respect of the Claim by the due
service of process in accordance with clause 17.3 on the relevant
Warrantor in either case within seven months of the date of such
written notice.
6.7 In assessing any liabilities, damages or other amounts recoverable
by AHI or AHL as a result of any Claim there shall be taken into
account any benefit accruing to the Company from any amount of any
relief from Tax obtained or obtainable by the Company and any amount
by which any Tax for which the Company is or may be liable to be
assessed or accountable is reduced or extinguished, arising directly
or indirectly in each case in consequence of the matter which gives
rise to such Claim.
6.8.1 Clause 6.8.2 shall apply in circumstances where:-
(a) any claim is made against the Company which AHI or AHL
ought reasonably to expect will give rise to a Claim; or
- 15 -
(b) the Company is entitled to make recovery from some other
person (including any insurance company and the Inland
Revenue) any sum in respect of any facts or circumstances
by reference to which a Warrantor has admitted liability
under the Warranties; or
(c) a Warrantor has paid to AHI or AHL an amount in respect of
a Claim and subsequent to the making of such payment the
Company becomes entitled to recover from some other person
(including any insurance company and the Inland Revenue) a
sum which is referable to that payment.
6.8.2 Without prejudice to the rights of AHI and AHL to make any Claim,
each of AHI and AHL undertakes to the Warrantors that:-
(a) provided that the relevant Warrantor has admitted
liability (but not necessarily the quantum of that
liability) to AHI or AHL (as the case may be), at the
relevant Warrantor's expense and subject to the relevant
Warrantor having first secured AHI and AHL to their
reasonable satisfaction in respect of such expense and any
further liabilities that may be incurred by AHI, AHL or
the Company as a result of AHI or AHL (as the case may be)
complying with the provisions of this paragraph (a), it
will procure that the Company promptly and diligently take
all such action as that Warrantor may reasonably request
(including the institution of proceedings and the
instruction of professional advisers approved by that
Warrantor to act on behalf of the Company) to avoid,
dispute, resist, compromise, defend or appeal against any
such claim against the Company as is referred to in
paragraph (a) of clause 6.8.1 or to make such recovery by
the Company as is referred to in paragraph (b) or (c) of
clause 6.8.1, as the case may be, in accordance with the
instructions of the relevant Warrantor to the intent that
such action shall be delegated entirely to that Warrantor;
(b) provided that the relevant Warrantor has admitted
liability (but not necessarily the quantum of that
liability) to AHI or AHL (as the case may be) and subject
to the relevant Warrantor having first secured AHI and AHL
to their reasonable satisfaction in respect of any further
liabilities that may be incurred by AHI, AHL or the
Company as a result of AHI or AHL (as the case may be)
complying with the provisions of this paragraph (b), it
will procure that the Company does not settle or
compromise any liability or claim to which any such action
is referable without the prior written consent of the
relevant Warrantor, which consent shall not be
unreasonably withheld or delayed;
(c) it will provide all such information and documentation as
the relevant Warrantor may reasonably request in connection
therewith, subject to the Warrantor entering into a
confidentiality undertaking in respect thereof in such form
as AHI and AHL may reasonably require and subject further
to the provision of such information and documentation not
resulting in the loss by AHI, AHL or the Company of any
claim to legal privelege which it might otherwise be
entitled to bring; and
- 16 -
(d) in the circumstances mentioned in paragraph (c) of clause
6.8.1, it will promptly repay to the relevant Warrantor an
amount equal to the amount so recovered or, if lower, the
amount paid by the relevant Warrantor to AHI or AHL (as the
case may be), less any Tax payable by AHI or AHL (as the
case may be) in respect thereof.
6.9 Without prejudice and in addition to any duty imposed on them by law
so to do, AHI and AHL will, and will procure that the Company will,
use their respective reasonable endeavours to mitigate any loss or
damage in respect of which AHI or AHL makes a Claim.
6.10 None of the limitations on the liability of the Warrantors in this
clause 6 shall apply in the case of fraud, fraudulent
misrepresentation or deliberate concealment.
7. WARRANTIES GIVEN BY AHI AND AHL
7.1 AHI and AHL jointly and severally represent and warrant to each of
the Vendors that:-
(a) AHI is a company duly incorporated, validly existing and
in good standing under the laws of the State of Delaware,
USA; has all material licences and qualifications legally
required to do business and is in good standing as a
foreign corporation in each jurisdiction where the nature
of the properties owned, leased or operated by it and the
business transacted by it require such licensing or
qualification except where the failure to be so licensed
or qualified would not have a material adverse affect on
AHI and its subsidiaries taken as a whole; has full
corporate power and authority to conduct its business and
own its properties as now conducted and owned and to make,
execute, deliver and perform this agreement, the
Registration Rights Agreement IN THE AGREED FORM and the
Escrow Agreement IN THE AGREED FORM and the transactions
contemplated thereby; and has taken such corporate action
as is necessary to enable it to perform its obligations
hereunder and under the agreements contemplated hereby;
(b) this agreement has been duly executed and delivered by AHI
and AHL and, if duly executed and delivered by all other
parties, constitutes legal, valid and binding obligations
of each of AHI and AHL enforceable in accordance with its
terms, subject, as to enforcement, to bankruptcy,
reorganisation and other laws affecting the enforcement of
creditors' rights generally from time to time in effect and
to the exercise of judicial discretion in accordance with
general equitable principles;
(c) the execution and delivery of this agreement, together with
all documents and instruments contemplated herein, the
consummation of the transactions contemplated thereby and
the compliance with the terms, conditions and provisions
thereof by AHI do not (i) contravene any provision of AHI's
articles of incorporation or by-laws; (ii) conflict with or
result in a breach of or constitute a default (or an event
which would, with the passage of time or the giving of
notice or both, constitute a default) under any of the
terms, conditions or provisions of any indenture, mortgage,
loan
- 17 -
or credit agreement or any other agreement or instrument to
which AHI or any of its subsidiaries is a party or by which
it or its assets are bound or affected and which is
material to AHI and its subsidiaries (taken as a whole);
(iii) violate or constitute a breach of any decision,
judgment or order of any court or arbitration board, or of
any governmental department, commission, board, agency or
instrumentality, domestic or foreign by which AHI is bound
or to which it is subject where the violation or breach is
material to AHI and its subsidiaries (taken as a whole); or
(iv) violate any applicable law, rule or regulation by
which AHI or any of its subsidiaries or any of their
respective property is bound where the violation is
material to AHI and its subsidiaries (taken as a whole);
(d) save for the approval by the SEC of the registration
statement in respect of the Consideration Shares, no
consent or approval of, or filing and expiration of a
period for disapproval by, any US federal or state
governmental authority is required for AHI or AHL to
consummate the transactions contemplated by this agreement;
(e) there are no actions, suits, causes of action, claims,
litigation, arbitration, administrative hearings or other
form of proceedings or disputes pending, or to the best of
the knowledge of AHI threatened against, involving or
affecting AHI or any of its subsidiaries, in any court, at
law or in equity, or before any arbitration board or any
governmental department, commission, board, bureau, agency
or instrumentality, which would have a material adverse
effect on the business of AHI and its subsidiaries taken as
a whole;
(f) the only issued and outstanding capital stock of AHI (as
at immediately prior to the issue of the Consideration
Shares) is as disclosed pursuant to public filings in the
US;
(g) save as disclosed pursuant to public filings in the US,
there are no options, warrants, pre-emption rights,
conversion rights, agreements or other rights outstanding
which could require the issue by AHI of shares of common
stock in the capital of AHI or other ownership interests in
AHI;
(h) the Consideration Shares will not be subject to any
restriction on transfer, other than those restrictions
required by the United States Securities Act of 1933, as
amended; and
(i) upon compliance by AHI of its obligations pursuant to
paragraphs (a)(i), (a)(ii) and (a)(iii)(A) of clause 4.4,
each of the Vendors will receive full title to the
Consideration Shares allotted to him, which Consideration
Shares will be validly issued and delivered fully paid and
non-assessable, free and clear of all Encumbrances (save as
envisaged pursuant to the Escrow Agreement referred to at
paragraph (l) of clause 4.2).
7.2 Neither AHI nor AHL shall be liable for any claim in respect of a
breach of clause 7.1:-
- 18 -
(a) where the liability of AHI or AHL in respect of that claim
would but for this paragraph (a) have been less than
(pound)1,000; and
(b) unless and until the aggregate liability of AHI and AHL in
respect of that claim (not being a claim for which
liability is excluded under paragraph (a) above) when
aggregated with the liability of AHI and AHL in respect of
all other claims in respect of a breach of clause 7.1 (not
being a claim for which liability is excluded under
paragraph (a) above) exceeds(pound)500,000 and in the
event that the aggregate liability of AHI and AHL in
respect of all claims in respect of a breach of clause 7.1
exceeds (pound)500,000 AHI and AHL shall be liable to the
Vendors for the whole amount of such claims and not merely
the excess over(pound)500,000.
7.3 Neither AHI nor AHL shall be liable for any claim in respect of a
breach of clause 7.1 unless the Vendors have given written notice to
AHI or AHL setting out so far as reasonably available to the Vendors
reasonable details of the claim on or before the earlier of the
first anniversary of Completion and the publication of the audited
accounts of AHI for the year ending 31 December 1997 and the amount
payable in respect of the claim is agreed by AHI or AHL or legal
proceedings are instituted in respect of the claim by the due
service of process on AHI or AHL in either case within seven months
of the date of such written notice.
8. RESTRICTIONS
8.1.1 Each of the Covenantors hereby undertakes to each of AHI and AHL
(for themselves and as trustees for each of their subsidiaries) that
he will not (except as otherwise agreed in writing with AHI or AHL)
either solely or jointly with any other person:-
(a) during the three years following the Completion Date carry
on or be engaged or concerned or (save as the holder of
Shares or debentures in a listed company which confer not
more than five per cent. of the votes which could be cast
at a general meeting of the company) interested directly or
indirectly in any business which provides, within the
Restricted Territory, services similar to those services
provided by the Company and/or the Subsidiaries at
Completion;
(b) during the three years following the Completion Date
solicit or accept (either on his own account or as the
agent of any other person), within the Restricted
Territory, the custom of any person in respect of services
competitive with those services provided by the Company or
the Subsidiaries during the period of 12 months prior to
Completion, such person having been a customer of the
Company or the Subsidiaries in respect of such goods or
services during such period;
(c) during the three years following the Completion Date
induce, solicit or endeavour to entice any person who
during the period of 12 months prior to Completion was
- 19 -
an employee of the Company or the Subsidiaries occupying a
senior or managerial position, to leave the service or
employment of the Company or the Subsidiaries; or
(d) at any time use any trade name used by the Company or any
Subsidiary at any time during the five years immediately
preceding the date of this agreement or any other name
intended or likely to be confused with any such trade name.
8.1.2 For the purposes of clause 8.1.1, "RESTRICTED TERRITORY" means, in
respect of each of the Covenantors, the territory or territories set
out opposite his name in the following table:-
==============================================================================
NAME RESTRICTED TERRITORY
------------------------------------------------------------------------------
Xxxxxxxx Xxxxxxxx each country in which the Company or any
of the Subsidiaries provides services at
Completion
------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx each country in which the Company or any
of the Subsidiaries provides services at
Completion
------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx each country in which the Company or any
of the Subsidiaries provides services at
Completion
------------------------------------------------------------------------------
Xxxxx Xxxxx Russia and Central Asia
------------------------------------------------------------------------------
Xxxx Xxxxx Algeria, Saudi Arabia, Singapore and
Indonesia
------------------------------------------------------------------------------
Xxxx Xxxxxxxxxx Zaire
------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx Colombia and Peru
==============================================================================
8.2 Xxxx Xxxxxxxxxx hereby further undertakes to each of AHI and AHL
(for themselves and as trustees for each of their subsidiaries) that
he will not (except as otherwise agreed in writing with AHI or AHL)
either solely or jointly with any other person:-
(a) during the three years following the Completion Date carry
on or be engaged or concerned or (save as the holder of
Shares or debentures in a listed company which confer not
more than five per cent. of the votes which could be cast
at a general meeting of the company) interested directly or
indirectly in any business which provides services similar
to those services provided by the Company and/or the
Subsidiaries at Completion to any US embassy; or
(b) during the three years following the Completion Date
solicit or accept (either on his own account or as the
agent of any other person) the custom of any US embassy in
- 20 -
respect of services competitive with those services
provided by the Company or the Subsidiaries to any US
embassy during the period of 12 months prior to Completion.
8.3 Each of the Covenantors hereby further undertakes to each of AHI and
AHL that he will not at any time divulge to any third party
whatsoever or use for his own or another's advantage any of the
confidential information, intellectual property, designs, formulae,
inventions or improvements relating to products or prospective
products designed, manufactured or sold by the Company or any of the
Subsidiaries before the date of this agreement or any other trade
secrets or confidential know-how or confidential financial or
trading information as to customers or suppliers or in relation to
the business, finances, dealings or affairs of the Company or any of
the Subsidiaries save only (a) insofar as the relevant Covenantor
may prove the same has become a matter of public knowledge
(otherwise than by reason of a breach by him of this clause 8.3) or
(b) insofar as may be required by law.
8.4 The Covenantors agree that the undertakings contained in this clause
8 are reasonable and are entered into for the purpose of protecting
the goodwill of the business of the Company and the Subsidiaries and
that accordingly the benefit of the undertakings may be assigned by
AHI or AHL and their successors in title without the consent of the
Covenantors.
8.5 Each undertaking contained in this clause 8 shall be construed as a
separate undertaking and if one or more of such undertakings is held
to be against the public interest or unlawful or in any way an
unreasonable restraint of trade the remaining undertakings shall
continue to bind the Covenantors.
8.6 If any undertaking contained in this clause 8 would be void as drawn
but would be valid if the period of application were reduced or if
some part of the undertaking were deleted the undertaking in
question shall apply with such modification as may be necessary to
make it valid and effective.
8.7 No provision of this agreement, by virtue of which this agreement is
subject to registration (if such be the case) under the Restrictive
Trade Practices Xxx 0000, shall take effect until the day after
particulars of this agreement have been furnished to the Director
General of Fair Trading pursuant to section 24 of that Act. For this
purpose the expression this "AGREEMENT" includes any agreement or
arrangement of which this agreement forms part and which is
registrable or by virtue of which this agreement is registrable.
9. ANNOUNCEMENTS, ETC
9.1 Neither the making of this agreement nor its terms shall be
disclosed by any party hereto without the prior consent of the other
parties unless disclosure is required by law or the rules of the
American Stock Exchange.
9.2 For the purpose of this clause 9 each party hereby consents to the
issue of a press release in respect of the transactions contemplated
hereby IN THE AGREED FORM.
- 21 -
10. COSTS
Save as expressly otherwise provided in this agreement each of the
parties hereto shall bear its own legal, accountancy and other
costs, charges and expenses connected with the negotiation,
preparation and implementation of this agreement and any other
agreement incidental to or referred to in this agreement.
11. EFFECT OF COMPLETION
The terms of this agreement shall insofar as not performed at
Completion and subject as specifically otherwise provided in this
agreement continue in force after and notwithstanding Completion.
12. ENTIRE AGREEMENT
This agreement (together with any documents referred to herein)
constitutes the entire agreement between the parties hereto in
connection with the subject matter of this agreement. No party has
relied upon any representation save for any representation expressly
set out in this agreement (or any document referred to herein).
13. WAIVER, AMENDMENT
13.1 No waiver of any term, provision or condition of this agreement
shall be effective unless such waiver is evidenced in writing and
signed by the waiving party.
13.2 No omission or delay on the part of any party hereto in exercising
any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right,
power or privilege preclude any other or further exercise thereof or
of any other right, power or privilege. The rights and remedies
herein provided are cumulative with and not exclusive of any rights
or remedies provided by law.
13.3 No variation to this agreement shall be effective unless made in
writing and signed by all the parties.
14. FURTHER ASSURANCES
At any time after Completion the parties shall at their own expense
execute all such documents and do such acts and things as may
reasonably be required for the purpose of giving full effect to this
agreement.
- 22 -
15. NOTICES
15.1 Save as specifically otherwise provided in this agreement any
notice, demand or other communication to be served under this
agreement may be served upon any party hereto only by posting by
first class post or delivering the same or sending the same by
facsimile transmission to the party to be served at its address
above or in schedule 1, or facsimile number given below or at such
other address or number as he or it may from time to time notify in
writing to the other parties hereto:-
Natwest Nominees Ventures
Limited - Fax no: 0000 000 0000
Marked for the attention of:
Xxxxxxx Xxxxxxx/Xxxxxx
Xxxx
Phoenix General Partner Limited - Fax no: 0000 000 0000
Marked for the attention of:
Xxxx Xxxxx
Compass Representatives Limited - Fax no: 0000 000 0000
Marked for the attention of:
Xxxx Xxxxx
AHI - Fax number: 00 0 000 000 0000
Marked for the attention of:
Xxxxxxxx Xxxxxxx
AHL - c/o Armor Holdings, Inc
Fax number: 00 0 000 000 0000
Marked for the attention of:
Xxxxxxxx Xxxxxxx
15.2 A notice or demand served by first class post shall be deemed duly
served 48 hours after posting, if posted from and to addresses in
the same country and 10 days after posting, if posted from and to
addresses in different countries, and a notice or demand sent by
facsimile transmission shall be deemed to have been served at the
time of transmission and in proving service of the same it will be
sufficient to prove, in the case of a letter, that such letter was
properly stamped or franked first class or air mail, addressed and
placed in the post and, in the case of a facsimile transmission,
that such facsimile was duly transmitted to the current facsimile
number of the addressee as provided in clause 15.1.
16. COUNTERPARTS
This agreement may be executed in any number of counterparts and by
the several parties hereto on separate counterparts, each of which
when so executed and delivered shall be an original, but all the
counterparts shall together constitute one and the same instrument.
- 23 -
17. GOVERNING LAW AND SUBMISSION TO JURISDICTION
17.1 This agreement shall be governed by and construed in accordance with
English law.
17.2 The parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of the High Court of Justice in London for the purpose
of hearing and determining any dispute arising out of this agreement
and for the purpose of enforcement of any judgment against their
respective assets.
17.3 Each of the Management Vendors agrees that service of any writ,
notice or other document for the purpose of any proceedings in such
court shall be duly served upon him if delivered or sent by
registered post to the Management Vendors' Solicitors (marked for
the attention of Xxx Xxxxxx, reference "Project Cabernet").
18. INVALIDITY
If at any time any one or more of the provisions hereof is or
becomes invalid, illegal or unenforceable in any respect under any
law, the validity, legality and enforceability of the remaining
provisions hereof shall not be in any way affected or impaired
thereby.
19. NO RIGHTS OF TERMINATION
No party shall have any right to rescind or otherwise terminate this
agreement for any reason whatsoever.
20. POOLING
The parties hereto acknowledge that AHI has indicated that it is an
integral part of the transactions contemplated hereby that such
transactions be treated for accounting purposes as a pooling of
interests under the Internal Revenue Code of 1986 of the US, as
amended. AHI confirms to the Vendors that it has received the
written advice of Deloitte & Touche LLP, its accountants, to the
effect that the transactions will be so treated.
IN WITNESS whereof this agreement has been executed on the date first above
written.
- 24 -
SCHEDULE 1
THE VENDORS
(1) (2)
NAME AND ADDRESS NO. OF ORDINARY NO. OF DEFERRED NO. OF PREFERENCE
SHARES SHARES SHARES
NatWest Nominees 23,181 32,376 2,444,444
Ventures Limited
000 Xxxxxxxxxxx
Xxxxxx XX0X 0XX
Phoenix General 18,302 25,559 1,929,899
Partner Limited
One Xxxxxxxx Xxxxxxx
Xxxx
Xxxxxx XX0X 0XX
Compass 242 341 25,657
Representatives
Limited
Xxx Xxxxxxxx Xxxxxxx
Xxxx
Xxxxxx XX0X 0XX
Xxxxxxxx Xxxxxxxx 11,380 5,173 -
Xxxx 0
00 Xxxxxxxxxx
Xxxxxxx
Xxxxxx XX0 0XX
Xxxxxxx Xxxxxxx 7,586 3,447 -
00 Xxxxxxxxx Xxxx
Xxxxxx XX0 0XX
Xxxxx Xxxxx 689 689 -
0 Xxx Xxxx Xxxxxxx
Xxxxxx
Xxxxxx XX0 0XX
Xxxx Xxxxx 2,068 1,033 -
00 Xxxxxx Xxxx
Xxxxxx XX0X 0XX
- 25 -
(1) (2)
NAME AND ADDRESS NO. OF ORDINARY NO. OF DEFERRED NO. OF PREFERENCE
SHARES SHARES SHARES
Xxxxxxx Xxxxxxx 2,069 - -
Xxxxxxx 000X
Xx. 0-00
Xxxxxx
Xxxxxxxx
Xxxx Xxxxxxxxxx 2,069 - -
0000 Xxxxxxxx Xxxx
Xxxxxxxxxx
Xxxxxxxx 00000
XXX
Xxxxxxx Golovatov 1,035 - -
00-00 Xxxxxxxx
Xxxxxxxxxx Xxxxxx
Xxxxxx 000000
Xxxxxx
Xxxx Beat 69 69 -
Green Valley
Gemini Way
Constantia
Xxxx Xxxx 0000
Xxxxx Xxxxxx
Xxxxx Xxxxx 69 69 -
80 Chipchase Court
New Xxxxxxx
Xxxxxxx Xxx
Xxxx & Xxxx
XX00 0XX
Xxxxxxxxxxx Xxxxxx 69 69 -
000 Xxxxxxx Xxxxx
Xxxxx Xxxx
Xxxxxxxx
Xxxxxxxx 0000
XXX
Xxxxxxxx Xxxxxxx 69 69 -
Wistaston
Kings Xxxx
Hereford HR4 8PZ
- 26 -
(1) (2)
NAME AND ADDRESS NO. OF ORDINARY NO. OF DEFERRED NO. OF PREFERENCE
SHARES SHARES SHARES
Xxxxx xx Xxxxxxxxx 69 69 -
Westgate Old Rectory
Xxxxxxx Market
Kings Xxxx
Norfolk PE31 8JR
- 27 -
SCHEDULE 2
PARTICULARS RELATING TO THE COMPANY
Name: DSL GROUP LIMITED
Jurisdiction of incorporation: England and Wales
Registered no: 03206563
Date of incorporation: [ ]
Registered office: Xxxxxxxx Xxxxx
00-00 Xxxxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Authorised share capital: (pound)181,929
divided into 4,400,000 Preference
Shares of 1p each, 100,000 Preferred
Ordinary Shares of (pound)1 each,
27,585 Ordinary "A" Shares of
(pound)1 each, 6,207 Xxxxxxxx "X"
Xxxxxx xx (xxxxx)0 each and 4,137
Ordinary "C" Shares of (pound)1 each
Issued share capital: (pound)181,929 divided into 4,400,000
Preference Shares of 1p each, 100,000
Preferred Ordinary Shares of (pound)1
each, 27,585 Ordinary "A" Shares of
(pound)1 each, 6,207 Xxxxxxxx "X"
Xxxxxx xx (xxxxx)0 each and 4,137
Ordinary "C" Shares of (pound)1 each
INVESTORS 1P (POUND)1 "A" (XXXXX)0 "X" (XXXXX)0 "X" (XXXXX)0
PREFERENCE ORDINARY ORDINARY ORDINARY PREFERRED
NatWest Ventures
Nominees Limited 2,444,444 - - - 55,556
Phoenix General Partner
Limited 1,929,899 - - - 43,861
Compass Representatives
Limited 25,657 - - - 583
Xxxxxxxx Xxxxxxxx - 16,551 - - -
Xxxxxxx Xxxxxxx - 11,034 - - -
Xxxxx Xxxxx - - - 1,379 -
Xxxx Xxxxx - - 1,034 2,068 -
Xxxxxxx Xxxxxxx - - 2,069 - -
Xxxx Xxxxxxxxxx - - 2,069 - -
Xxxxxxx Golovatov - - 1,035 - -
Xxxx Beat - - - 138 -
Xxxxx Xxxxx - - - 138 -
Xxxxx Xxxxxx - - - 138 -
Xxxxxxxx Xxxxxxx - - - 138 -
Xxxxx xx Xxxxxxxxx - - - 138 -
TOTALS 4,400,000 27,585 6,207 4,137 100,000
Directors: Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
Xxxxxx Xxxxxxxx
Xxxxxxx Xxxxxx
Xxxx Xxxxx
Xxxx Hustler
D Ramsbotham
Secretary: Xxxxxx Xxxxxxxx
Auditors: KPMG
- 28 -
Accounting reference date: 31 December
- 29 -
SCHEDULE 3
PARTICULARS RELATING TO THE SUBSIDIARIES
Name: DSL HOLDINGS LIMITED
Jurisdiction of incorporation: England and Wales
Registered no: 2488312
Date of incorporation: 3 April 1990
Registered office: Xxxxxxxx Xxxxx
00-00 Xxxxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Authorised share capital: (pound)1,000,000 divided into 1,000,000
deferred shares of (pound)1 each and
$4,666.68 divided into 466,668
ordinary shares of $0.01 each
Issued share capital:
(pound)466,668 divided
into divided into
466,668 ordinary
shares of (pound)1
each and $4,666.68
divided into 466,668
ordinary shares of
$0.01 each
Registered in the name of: DSL Group Limited (deferred only;
ordinary shares are bearer shares)
Beneficially owned by: DSL Group Limited
Directors: Xxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Xxxxx Xxxxx
Xxxx Xxxxx
Xxxxxxx Xxxxxxx
Xxxx Xxxxxxxxxx
Xxxxxxx Golovatov
Secretary: Xxxx Hustler
Auditors: KPMG
Accounting reference date: 31 December
- 30 -
Name: BROOKSIGHT LIMITED
Jurisdiction of incorporation: England and Wales
Registered no: 1269266
Date of incorporation: 16 July 1976
Registered office: Xxxxxxxx Xxxxx
00-00 Xxxxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Authorised share capital: (pound)10,000 divided into 10,000
ordinary shares of(pound)1 each
Issued share capital: (pound)10,000 divided into 10,000
ordinary shares of(pound)1 each
Registered in the names of: Name Number
DSL Holdings Limited 9,999
Xxxxxxxx Xxxxxxxx 1
Beneficially owned by: DSL Holdings Limited
Directors: Xxxxxxxx Xxxxxxxx
Xxxxx Xxxxxx
Secretary: Xxxx Hustler
Auditors: KPMG
Accounting reference date: 31 December
- 31 -
Name: DEFENCE SYSTEMS INTERNATIONAL LIMITED
Jurisdiction of incorporation: England and Wales
Registered under no: 1541457
Date of incorporation: 26 January 1981
Registered office: Xxxxxxxx Xxxxx
00-00 Xxxxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Authorised share capital:
(pound)530,000 divided
into 60,000 A ordinary
shares of (pound)1
each, 420,000 B
ordinary shares of
(pound)1 each and
50,000 5% cumulative
redeemable preference
shares of (pound)0.10
each
Issued share capital:
(pound)470,882 divided
into 5,000 A ordinary
shares of (pound)1
each, 415,882 B
ordinary shares of
(pound)1 each and
50,000 5% cumulative
redeemable preference
shares of (pound)0.10
each
Registered in the names of: Name No and class
DSL Holdings Limited 4,999
A ordinary shares
415,882
B ordinary shares
50,000
preference shares
Xxxxxxxx Xxxxxxxx 1
A ordinary share
Beneficially owned by: DSL Holdings Limited
Directors: Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
Secretary: Xxxx Hustler
Auditors: KPMG
Accounting reference date: 31 December
- 32 -
Name: DEFENCE SYSTEMS LIMITED
Jurisdiction of incorporation: England and Wales
Registered no: 1540857
Date of incorporation: 16 July 1981
Registered office: Xxxxxxxx Xxxxx
00-00 Xxxxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Authorised share capital: (pound)1,000,000 divided into 1,000,000
ordinary shares of(pound)1 each
Issued share capital: (pound)1,000,000 divided into 1,000,000
ordinary shares of(pound)1 each
Registered in the names of: Name Number
Defence Systems International
Limited 999,999
Xxxxxxxx Xxxxxxxx 1
Beneficially owned by: Defence Systems International Limited
Directors: Xxxxx Xxxxx
Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
Xxxx Xxxxx
Secretary: Xxxx Hustler
Auditors: KPMG
Accounting reference date: 31 December
- 33 -
Name: DEFENSE SYSTEMS (JERSEY) LIMITED
Jurisdiction of incorporation: Jersey
Registered no: 62148
Date of incorporation: 9 June 1995
Registered office: XX Xxx 000
0 Xxxxxxxxx
Xx Xxxxxx
Xxxxxx XX0 0XX
Authorised share capital: (pound)10,000 divided into 10,000 shares
of(pound)1 each
Issued share capital: (pound)2 divided into 2 shares of (pound)
1 each
Registered in the name of: Name Number
Hanon I Limited 1
Hanon II Limited 1
Beneficially owned by: Defence Systems Limited
Directors: Xxxx Xxxxx
Xxxxxxx X'Xxxxx
Xxxxxxx Xxxxxxx
Secretary: Hambros Channel Islands Trust
Corporation Limited
Auditors: KPMG
Accounting reference date: 31 December
- 34 -
Name: US DEFENSE SYSTEMS INCORPORATED
Jurisdiction of incorporation: Delaware, USA
Employer identification no: 00-0000000
Date of incorporation: 1 November 1985
Registered office: 0000 X Xxxxxx
X.X.
Xxxxx 000
Xxxxxxxxxx X.X. 00000-0000
Authorised share capital: $1,010 divided into 1,000 shares of
preferred stock of $1 par value each
and 1,000 shares of common stock of
$0.01 par value each
Issued share capital: $3 divided into 300 shares of common
stock of $0.01 par value each
Registered in the name of: Defence Systems International Limited
Beneficially owned by: Defence Systems International Limited
Directors: Xxxxxxxx Xxxxxxxx
Xxxx Xxxxxxxxxx
Xxxxxx Xxxxxxx
Secretary: Xxxxxxxxxxx Xxxxxx
Auditors: KPMG
Accounting reference date: 31 December
- 35 -
Name: DSL SECURITY (ASIA) PTE LIMITED
Jurisdiction of incorporation: Singapore
Registered no: 19880275817
Date of incorporation: 8 August 1988
Registered office: Xxxxx 000 #00-000
Xxx Xxxxxx 0
Xxxxxxxxx 000000
Authorised share capital: S$100,000 divided into 100,000 shares of
$1 each
Issued share capital: S$100,000 divided into 100,000 shares of
$1 each
Registered in the name of: DSL Holdings Limited
Beneficially owned by: DSL Holdings Limited
Directors: Xxxxxxx X'Xxxx
Xxxx Xxxxx
Xxxxxxxx Xxxxxxxx
Secretary: Chor Pee (solicitors)
Auditors: KPMG
Accounting reference date: 31 December
- 36 -
Name: DSL SECURITY SYSTEMS (SOUTH AFRICA)
(PTY) LIMITED
Jurisdiction of incorporation: South Africa
Registered no: 95/09168/07
Date of incorporation: 30 August 1995
Registered office: c/o Syfret Xxxxxxxxx-Xxxxxx Xxxxx
Incorporated
11th Floor
NBS Waldorf
00 Xx Xxxxxx'x Xxxx
Xxxx Xxxx 0000
Xxxxx Xxxxxx
Authorised share capital: Rand 1,000 divided into 1,000 ordinary
shares of Rand 1 each
Issued share capital: Rand 60 divided into 60 ordinary shares
of Rand 1 each
Registered in the names of: [ ]
Beneficially owned by: DSL Security (Asia) Pte Limited
Directors: Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
Public officer: Xxxxxxx Xxxxx
Auditors: KPMG Aiken & Peat
Accounting reference date: 31 December
- 37 -
Name: US DS ZAIRE SARL
Jurisdiction of incorporation: Zaire
National ID no: K28145C
Commercial registration no: 34758
Date of incorporation: November 1992
Registered office: 000 Xxxxxx xx X'Xxxxxxxx
Xxxxxxxx
Xxxxx
Xxxxx
Authorised share capital: 10,000,000,000 Old Zaires divided into
[ ]
Issued share capital: 10,000,000,000 Old Zaires divided into
[ ]
Registered in the names of: Name Percentage
US Defense Systems Inc 99
Risasi Msimbwa 1
Beneficially owned by: US Defense Systems Inc.
Directors: Risasi Msimbwa (power of attorney has
been granted to Xx Xxxxxxx which
enables him to sign on behalf of the
board and on behalf of shareholders)
Secretary: Sofikin (unofficially because no
requirement for a secretary)
Auditors: Audited through US Defense Systems Inc
Accounting reference date: 31 December
- 38 -
Name: SOCIETE AFRICAINE DE PERSONNEL DE
LOGISTIQUE ET DE LIASON SARL
Jurisdiction of incorporation: Zaire
National ID no: A48686U
Commercial registration no: 27067
Date of incorporation: September 1992
Registered office: 000 Xxxxxx x'Xxxxxxxx
Xxxxxxxx
Xxxxx
Xxxxx
Authorised share capital: 5,000,000,000 Old Zaires divided into
[ ]
Issued share capital: 5,000,000,000 Old Zaires divided into
[ ]
Registered in the names of: Name Percentage
Defence Systems Limited 99
Risasi Msimbwa 1
Beneficially owned by: Defence Systems Limited
Directors: Xx Xxxxxx Shoubma
Secretary: Sofikin (unofficially because no
requirement for a secretary)
Auditors: through DSL/KPMG
Accounting reference date: 31 December
- 39 -
Name: DEFENCE SYSTEMS COLUMBIA SA
Jurisdiction of incorporation: Columbia
Registered no: 304160
Date of incorporation: 23 July 1987
Registered office: Xxxxxxx 00 Xx. 00-00
Xxxxxxx xx Xxxxxx
Columbia
Authorised share capital: Columbian Pesos 300,000,000 divided into
300,000 shares of 1,000 Columbian Pesos
each
Issued share capital: Columbian Pesos 190,000,000 divided into
190,000 shares of 1,000 Columbian Pesos
each
Registered in the names of: Name Number
DSL Holdings Limited 179,550
Xxxxxxxx Xxxxxxxx 1,900
Xxxxxxx Xxxxxxx 1,900
Xxxxxxx Xxxxxxx 1,900
Xxxxxx Xxxxxx 4,750
Beneficially owned by: DSL Holdings Limited
Directors: Xxxxxxx Xxxxxxx
Harnando Xxxxxxx
Xxxxxx Weston
Xxxxxxx Xxxxxxx
Xxxxx Xxxxx
Secretary: Xxxxxxxx Xxxxx
Auditors: KPMG
Accounting reference date: 31 December
- 40 -
Name: DSL (OVERSEAS) LIMITED
Jurisdiction of incorporation: Cyprus
Registered no: 56708
Date of incorporation: 4 August 1993
Registered office: Xxxx Xxxxx
00 Xxxxxxxxx Xxxxxx
Xxxxxxx
Xxxxxx
Authorised share capital: C(pound)1,000 divided into 1,000
ordinary shares of C(pound)1 each
Issued share capital: C(pound)1,000 divided into 1,000
ordinary shares of C(pound)1 each
Registered in the name of: Name Number
Xxxxx Xxxxxxxx 1
Defence Systems Limited 999
Beneficially owned by: Defence Systems Limited
Directors: Xxxxxxx Xxxxxxx
Xxxxx Xxxxx
Secretary: Kypros Charalambides
Auditors: KPMG
Accounting reference date: 31 December
- 41 -
Name: GORANDEL TRADING LIMITED
Jurisdiction of incorporation: Cyprus
Registered no: 56442
Date of incorporation: 21 July 1993
Registered office: Xxxx Xxxxxxxx
00 Xxxxxxxxx Xxxxxx
Xxxxxxx
Xxxxxx
Authorised share capital: C(pound)1,000 divided into 1,000 shares
of C(pound)1 each
Issued share capital: C(pound)1,000 divided into 1,000 shares
of C(pound)1 each
Registered in the names of: Name Number
DSL Overseas Limited 500
Strontian Holdings Limited 500
Beneficially owned by: Name Number
DSL Overseas Limited 500
Strontian Holdings Limited 500
Directors: Xxxxx Xxxxx
Xxxxxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxxxxx Golovatov
Secretary: Kypros Charalambides
Auditors: KPMG
Accounting reference date: 31 December
- 42 -
Name: JARDINE SECURICOR GURKHA SERVICES LIMITED
Jurisdiction of incorporation: Hong Kong
Registered under no: 401004
Date of incorporation: 2 February 1993
Registered office: The Security Centre
481-483 Castle Peak Road
Xxxxxx Sha Wan
Kowloon
Authorised share capital: HK$10,000 divided into 10,000 shares of
HK$1 each
Issued share capital: HK$10,000 divided into 10,000 shares of
HK$1 each
Registered in the names of: Name Number
Jardine Securicor Limited 6,200
Maximum Security Asia Limited 2,000
Defence Systems Limited 2,000
Beneficially owned by: Name Number
Jardine Securicor Limited 6,200
Maximum Security Asia Limited 2,000
Defence Systems Limited 2,000
Directors: Xxxxxxxx Xxxxxxxx
[3 appointed by Jardine Securicor
Limited]
[2 appointed by Maximum Security Asia
Limited]
Secretary: N/A
Auditors: Price Waterhouse
Accounting reference date: 30 September
- 43 -
Name: DSL SECURITY (PNG) PTE
Jurisdiction of incorporation: Papua New Guinea
Registered no: C8303
Date of incorporation: 1 August 1981
Registered office: Second Floor
Mogoru
Moto Building
Champion Parade
Port Moresby NCD
Authorised share capital: K10,000 divided into 10,000 ordinary
shares of K1 each
Issued share capital: K1,000 divided into 1,000 ordinary
shares of K1 each
Registered in the names of: Name Number
Defence Systems Limited 500
Xxxxxx Consultants Pty Limited 500
Beneficially owned by: Name Number
Defence Systems Limited 500
Xxxxxx Consultants Pty Limited 500
Directors: Xxxxx Xxxxxx
Xxxx Xxxxx
Xxxxxxxx Xxxxxxxx
Secretaries: Xxxxx Xxxxxx
Xxxxx Xxxxxxx (KPMG)
Auditors: KPMG
Accounting reference date: 31 December
- 44 -
Name: DSL - SESEGEUR PERU SA
Jurisdiction of incorporation: Peru
Registered no: 119996
Date of incorporation: 20 February 1995
Registered office: Mercantile Registry
Lima
Peru
Authorised share capital: S/.4,000 divided into 20 'A' class
shares of S/.100 each and 20 'B' class
shares of S/.100 each
Issued share capital: S/.4,000 divided into 20 'A' class
shares of S/.100 each and 20 'B' class
shares of S/.100 each
Registered in the name of: Defence Systems Peru - SESEGUR SA
Beneficially owned by: Name No and class
Xxxxxxx Xxxxxxxxx
Fort 6 'A' class shares
Xxxxxxx Xxxxxxxxx
Xxxxxx 7 'A' class shares
Xxxxxxxx Xxxxxxxxx
Xxxxxx 7 'A' class shares
Defence Systems
Limited 20 'B' class shares
Directors: Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxxxx Xxxxxx
Secretary and general manager: Xxxxxxx Xxxxxxxxx Xxxxxx
Auditors: [ ]
Accounting reference date: 31 December
- 45 -
Name: DEFENSETSE SYSTEMS EQUADOR USDSE SA
Jurisdiction of incorporation: Equador
Registered no: 0544
Date of incorporation: [ ]
Registered office: Xxxxxxxx Xxxxxxxxx, 000
Xxxxx Xxxxxxx y Xxxxx Xxxx
Quito
Equador
Authorised share capital: $10,000,000 divided into 10,000 shares
of $1,000 each
Issued share capital: $10,000,000 divided into 10,000 shares
of $1,000 each
Registered in the names of: Name No of shares
US Defense Systems Inc 9,999
Xxxxx Xxxxxxx 1
Beneficially owned by: US Defense Systems Inc
Directors: Xxxx Xxxxxxxxxx
Xxxxxxxx Xxxxxxxx
Secretary: Xxxxxxxxxxx Xxxxxx
Auditors: Xxxx Xxxxxx (accountant)
Accounting reference date: 31 December
- 46 -
Name: FAR EAST DEFENCE SYSTEMS LIMITED
(in creditors voluntary liquidation)
Jurisdiction of incorporation: Hong Kong
Registered no: 1269266
Date of incorporation: 24 May 1988
Registered office: Prince's Xxxxxxxx
0xx Xxxxx
XXX Xxx 00
Xxxx Xxxx
Authorised share capital: S$250,000
Issued share capital: [ ]
Registered in the names of: Name No of shares
DSL Holdings Limited
Xxxx Xxxxxxx Xxxxxx
Beneficially owned by: DSL Holdings Limited
Director: Xxxxxxxx Xxxxxxxx
Secretary: [ ](Solicitors)
Liquidator: Xxxx Xxxx, KPMG
Auditors: KPMG
Accounting reference date: 31 December
Note: Final meeting of members and creditors has been convened for 15 April
1997. The company will be struck off three months from that date.
- 47 -
Name: USDS (MED) LIMITED
Jurisdiction of incorporation: Cyprus
Registered no: 32826
Date of incorporation: 2 August 1988
Registered office: Xxxxx Xxxxx
0 Xx Xxxxxx Xxxxxx
XX Xxx 0000 Xxxxxxx
Xxxxxx
Authorised share capital: C(pound)10,000 divided into 10,000
shares of C(pound)1 each
Issued share capital: C(pound)1,000 divided into 1,000 shares
of C(pound)1 each
Registered in the names of: Name No of shares
Defence Systems
International Limited 400
Magenta Holdings Limited 300
Xxxxxxxx X Xxxxxx Limited 300
Beneficially owned by: Defence Systems International Limited
Directors: Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
A Xxxxxxxx
A Xxxxxx
Secretary: Coly Secretarial Limited
Liquidator:
Auditors: Coopers & Xxxxxxx
Accounting reference date: 31 December
Note: Registrars of Companies (Cyprus) requested to strike the company off in
November 1996, with such strike-off expected in July 1997.
- 48 -
Name: MAXIMUM SECURITY INDOCHINA LIMITED
Jurisdiction of incorporation: Hong Kong
Registered no:
Date of incorporation:
Registered office:
Authorised share capital:
Issued share capital:
Registered in the names of: Name No of shares
Beneficially owned by: DSL Security (Asia) Pte Limited (20%
only)
Director:
Secretary:
Auditors:
Accounting reference date:
- 49 -
SCHEDULE 4
WARRANTIES
1. Constitution
2. Accounts
3. Business
4. Directors and Employees
5. Properties
6. The Group and its Bankers
7. Accuracy of Information/Reports
- 50 -
1. CONSTITUTION
1.1 CONSTITUTIONAL DOCUMENTS
The memorandum and articles of association or other constitutional
documents of the Company in the form attached to the Disclosure
Letter are complete and accurate and have embodied therein or
annexed thereto copies of all resolutions and agreements as are
required by law to be embodied therein or annexed thereto and all
amendments thereto (if any) were duly and properly made.
1.2 REGISTER OF MEMBERS
The register of members of the Company contains true and accurate
records of the members from time to time of the Company and the
Company has not been subject to any application under any relevant
legislation for rectification of such register.
1.3 RETURNS
All such resolutions returns and other documents required by law to
be delivered to the Registrar of Companies have been duly delivered
and are true and accurate.
1.4 POWERS OF ATTORNEY
The Company has not executed any power of attorney or conferred on
any person other than its directors, officers and employees any
authority to enter into any transaction on behalf of or to bind the
Company in any way.
1.5 SUBSIDIARIES
1.5.1 The Company does not have any subsidiary undertakings other than as
noted in schedule 3 nor does the Company own any shares or stock in
the capital of nor have any beneficial interest in any other company
or business organisation nor does the Company control or take part
in the management of any other company or business organisation.
1.5.2 Each of the Subsidiaries is a wholly-owned subsidiary of the
Company, save as otherwise indicated in schedule 3.
- 51 -
2. ACCOUNTS
2.1 ACCOUNTS WARRANTY
The Accounts comply with the relevant legislation of the
jurisdiction of incorporation of the Company as applicable and have
been prepared in accordance with generally accepted accounting
principles and practices of such jurisdiction and give a true and
fair view of all the assets and liabilities and of the financial
position and results of the Company as at and up to the Accounts
Date and, without prejudice to the generality of the foregoing, the
Accounts:-
(a) either make adequate provision or reserve for or make fair
disclosure in notes of all contingent, postponed or
deferred liabilities;
(b) have not (save as disclosed in the Accounts) been affected
by any extraordinary, exceptional or non-recurring item or
by any other fact or circumstance rendering the profits or
losses for the relevant period unusually high or low.
2.2 ACCOUNTING POLICY
The Accounts have been prepared in accordance with the accounting
policies adopted by the Company as at 31 March 1996.
2.3 DEBT FINANCING
None of the debts owed to the Company has been the subject of any
factoring by the Company.
2.4 MANAGEMENT ACCOUNTS
The monthly management accounts of the Company for the period since
31 December 1996 up to and including 28 February 1997 in the form
attached to the Disclosure Letter and indentified by means of
cross-reference:-
(a) show a fair view of the affairs of the Company for periods
to which they relate it being acknowledged by AHI that the
management accounts are not audited;
(b) do not overstate assets or profits or understate
liabilities or losses to a material extent; and
(c) are not misleading in any material respect.
2.5 FIXED ASSETS
The value of all of the fixed assets of the Company as shown in the
Accounts is at cost thereof less depreciation deducted from time to
time in a consistent manner and there has been no revaluation of
such fixed assets since their acquisition.
- 52 -
2.6 OFF BALANCE SHEET FINANCING
Neither the Company nor any associated company has engaged in any
financing (including without prejudice to the generality of the
foregoing the incurring of any borrowing or any indebtedness in the
nature of borrowing including without limitation liabilities in the
nature of acceptances or acceptance credits) of a type which would
not be required to be shown or reflected in the Accounts.
2.7 ACCOUNTING REFERENCE DATE
The Company has notified to the Registrar of Companies the date
specified against "Accounting reference date" in the relative
section of Schedule 2 or 3 (as appropriate) as being its accounting
reference date pursuant to the relevant legislation in the
jurisdiction of incorporation of the Company.
2.8 BOOKS OF ACCOUNT AND CORPORATE RECORDS
2.8.1 The Company has properly kept and maintained all necessary books of
account all minute books, records, register of members and other
statutory books.
2.8.2 All material deeds and documents (properly stamped where stamping is
necessary for enforcement thereof) belonging to the Company or which
ought to be in the possession of the Company and which are material
to the conduct of its business, including, without limitation:-
(a) all certificates of incorporation, statutory books and
share certificate books relating to the Company;
(b) all material land certificates, charge certificates,
leases, title deeds and other documents relating to the
Properties;
(c) all material insurance policies in any way relating to or
concerning the businesses of the Company; and
(d) all material licences, consents, permits and
authorisations obtained by or issued to the Company or any
officer or employee thereof in connection with the
business carried on by it
are in the possession of the Company.
- 53 -
3. BUSINESS
3.1 BUSINESS SINCE THE ACCOUNTS DATE
Since the Accounts Date the business of the Company has been
conducted in the ordinary course of trading, there has been no
material adverse change in the financial or trading position of the
Company and the business of the Company has been conducted on a
normal basis and the Company has not disposed of any of its assets
to any Vendor or any person connected (within the meaning of section
839 T.A.) with a Vendor or otherwise than in the normal course of
business or declared or paid any dividend on any of its Shares or
effected any distribution of its assets or made any loan or other
payment other than in the normal course of business.
3.2 CHARGES AND TITLE TO ASSETS
3.2.1 The Company has not created or agreed to create or suffered to arise
any Encumbrance over any part of its undertaking or assets and the
Company has a good and marketable title to all the assets included
in the Accounts and to all other assets (tangible or intangible)
used for the purpose of the Company's business at the date hereof
and to all assets acquired since the Accounts Date and prior to
Completion.
3.2.2 No person other than the Company has any right, title or interest
(present or future) in any asset of the Company.
3.3 CONTRACTS
3.3.1 Full and accurate details of any xxxx of sale or any hiring or
leasing agreement, hire purchase agreement, credit or conditional
sale agreement, agreement for payment on deferred terms or any other
similar agreement to which the Company is a party are contained in
the Disclosure Letter.
3.3.2 The Disclosure letter contains reasonable details of all subsisting
contracts to which the Company is a party and which:-
(a) is expected to generate aggregate revenue to the Company
of more than (pound)250,000:
(b) are outside the ordinary course of business of the
Company;
(c) are incapable of termination in accordance with their
terms, by the Company, on six months' notice or less;
(d) are of a loss-making nature (that is, a contract with a
direct contract contribution of less than 10 per cent
excluding any local overhead allocation);
(e) cannot readily be fulfilled or performed by the Company on
time without undue, or unusual, expenditure of money,
effort or personnel in the context of the business of the
Company or which could give rise to monetary penalties;
- 54 -
(f) involve an aggregate capital expenditure by the Company
during any twelve month period of more than $100,000;
(g) restrict its freedom to engage in any activity or business
or confine its activity or business to a particular place;
or
(h) are capable of termination (without liability for
compensation) by any other person on a change in the
management control or shareholding of the Company or by
reason of the sale of the Shares under this agreement
and the Disclosure Letter specifically identifies which of such
contracts are disclosed against which of the above paragraphs of
this Warranty.
3.3.3 Each of the contracts referred to in Warranty 3.3.2 is in full force
and effect and not voidable.
3.3.4 The Company has not been notified of, and the Warrantors are not
aware of, any breach by the Company of any of its obligations under
any contract to which it is a party or by which it is bound.
3.3.5 Subsequent to Completion the Company will not have any contractual
or other arrangements of any sort with any of the Vendors or any
body corporate or person connected or associated with any of the
Vendors.
3.4 EVENTS OF DEFAULT
So far as the Warrantors are aware, no event has occurred or is
subsisting which constitutes or results in or would with the giving
of notice and/or lapse of time constitute or result in a default or
the acceleration of any obligation under any agreement or
arrangement to which the Company is a party or by which it or any of
its properties, revenues or assets are bound.
3.5 CHANGE OF CONTROL
To the best of the Warrantors' knowledge, information and belief,
after Completion as a result of the proposed acquisition of the
Company by AHI:-
(a) no customer of the Company will cease, or be entitled to
cease, to deal with the Company or may substantially
reduce its existing level of business with the Company;
(b) no officer or senior employee of the Company will leave.
3.6 MATERIAL CUSTOMERS
The Disclosure Letter contains full details of all former customers
who accounted for annual xxxxxxxx of more than $500,000 of the
Company who have ceased to be customers of the Company or have
materially reduced their business with the Company in each case in
the 12 months prior to Completion.
- 55 -
3.7 GUARANTEES ETC.
The Company has not given any guarantee, indemnity, warranty or bond
or incurred any other similar obligation or created any security for
or in respect of liabilities, actual or contingent, of any other
person.
3.8 OPTIONS OVER SHARES ETC.
Since the Accounts Date no share or loan capital has been created or
issued or agreed to be created or issued and there are not any
options or other agreements outstanding which call or give any
person the right to call (whether or not subject to conditions) for
the issue of any share or loan capital of the Company and none of
the Vendors is under any obligation of any kind whatsoever whether
actual or contingent to sell, charge or otherwise dispose of any of
the Shares or any interest therein to any other person.
3.9 LITIGATION
3.9.1 The Company is not engaged in any litigation, arbitration,
prosecution or other legal proceedings (whether as plaintiff,
defendant or third party), the Company has not been notified that
any such proceedings are pending or threatened and so far as the
Warrantors are aware there are no claims, facts or events which
should reasonably be expected to give rise to any such proceedings.
3.9.2 The Company is not engaged in and has not in the last three years
been engaged in and so far as the Warrantors are aware no facts or
events exist or have occurred which are likely to cause the Company
to be involved in proceedings or enquiries before any governmental
or municipal board of enquiry or commission or any other
administrative body (whether judicial quasi-judicial or otherwise)
in which any unfavourable judgment or decision would or should
reasonably be expected to affect materially and adversely the
business of the Company.
3.10 TRADE MARKS ETC.
3.10.1 The Company has sufficient right, title and ownership of all its
intangible property, including all patents, trade marks, service
marks, trade names, copyrights, licences, information and
proprietary rights ("PROPRIETARY RIGHTS"), or adequate licences,
rights or purchase options with respect to the foregoing, necessary
for its business as now conducted, and the Company has not received
any notice of infringement upon or conflict with the asserted rights
of others.
3.10.2 The trade marks, service marks, patents, registered designs and
copyrights and other intellectual property rights (and applications
for registration of the same) particulars of which are set out in
the Disclosure Letter are beneficially owned by, and where
registrable, are registered in the name of the Company listed as the
owner of such right or assets free from any Encumbrance and there
are no registered user agreements, know-how agreements, licences or
other rights whatsoever granted in respect thereof and, so far as
the Warrantors are aware, no event has occurred whereby any of them
have or might cease to be valid and subsisting.
- 56 -
3.10.3 So far as the Warrantors are aware the Company has conducted its
business without infringing the Proprietary Rights of any person.
3.11 PROPERTY IN OTHER COMPANIES
The Company is not liable to offer for sale transfer or otherwise
dispose of or purchase or otherwise acquire any assets, including
shares held by it in other bodies corporate under their articles of
association or any agreement or arrangement or to take or suffer any
action upon the happening of any such event specified in warranty
3.8.
3.12 INSURANCE
3.12.1 The Company has produced to AHI copies of all insurance policies in
effect in relation to its business and assets and all such policies
are in full force and effect and not voidable.
3.12.2 So far as the Warrantors are aware there are no circumstances which
might reasonably be expected to lead to any liability under such
insurance being avoided by the insurers and the Company has not
received notice that there is any claim outstanding under any such
policy nor are the Warrantors aware of any circumstances likely to
give rise to a claim.
3.12.3 The Disclosure Letter includes a summary with reasonable details of
all claims made under the insurance policies of the Company in the
three years prior to Completion.
3.13 COMPLIANCE WITH LEGISLATION
3.13.1 The Company has not received notice that it or any of its officers,
agents or employees (during the course of their duties in relation
to the Company) have committed, or omitted to do, any act or thing
the commission or omission of which is, or could be, in
contravention of any Act, order, regulation or the like which is
punishable by fine or other penalty or which may impose any other
liabilities on the Company or affect the validity or enforceability
of any agreement or arrangement to which it is a party and which
would be material to the Company.
3.13.2 Without prejudice to the generality of the foregoing, the Company
has received no notice that it has done or omitted to do any act or
thing in contravention of the provisions of the Restrictive Trade
Practices Acts 1976 and 1977, the Fair Trading Xxx 0000, the
Competition Xxx 0000, Articles 85 and 86 of the Treaty of Rome, the
Resale Prices Xxx 0000, the Trade Descriptions Xxx 0000, the
Consumer Credit Xxx 0000, the Consumer Protection Xxx 0000, the
Companies Xxx 0000, the Financial Services Xxx 0000, the Banking Xxx
0000, the Food Safety Xxx 0000 and the United States Foreign Corrupt
Practices Act and so far as the Warrantors are aware all statutory,
municipal and other like requirements (including orders and
regulations affecting businesses carried on in member states of the
European Economic Community) applicable to the business of the
Company have been complied with in all material respects.
3.13.3 The Warrantors are not aware of any proposed or pending changes in
law or regulation which would have a material adverse effect on the
business of the Company.
- 57 -
3.14 LICENCES
So far as the Warrantors are aware, the Company has all licences,
permissions, permits, consents and authorisations required for the
carrying on of its business and which the failure to have would have
a material adverse effect on the Company, the Company has not
received notice that it is in breach of the terms or conditions of
such licences, permissions, permits, consents and authorisations and
so far as the Warrantors are aware, there are no pending or
threatened proceedings which should reasonably be expected to affect
in any way such licences, permissions, permits, consents and
authorisations and the Warrantors are not aware of any other reason
why any of them should be suspended, threatened or revoked or be
invalid.
3.15 GRANTS
The Company has not received any financial assistance from any
supranational, national or local agency, body or authority which
will become repayable as a result of the purchase by AHI of the
Ordinary Shares.
3.16 INSOLVENCY
The Company is able to pay its debts as they fall due, is not
insolvent and no steps have been taken nor are the Warrantors aware
of any grounds on which any steps could be taken to appoint any
receiver, administrator or liquidator in respect of the Company or
any of its assets.
3.17 TAX
3.17.1 So far as the Warrantors are aware, the Company will not suffer any
liability to Tax other than:-
(a) Tax the liability for which was provided for or expressly
taken into account in the preparation of the Accounts; or
(b) Tax arising in the ordinary course of the Company's trade
since the Accounts Date
in consequence of any act or omission occurring or any profits
arising (or deemed for Tax purposes to arise) on or before
Completion.
3.17.2 So far as the Warrantors are aware, the Company has made all returns
and supplied all information and given all notices to all relevant
authorities having competence in relation to Tax as reasonably
requested or required by law within any requisite period and all
such returns and information and notices are correct and accurate in
all material respects and are not the subject of any dispute and
there are no facts or circumstances likely to give rise to or be the
subject of any such dispute.
- 58 -
4. DIRECTORS AND EMPLOYEES
In this section 4, "SENIOR EMPLOYEE" means an employee of the Company whose
total annual remuneration at the date hereof exceeds (pound)40,000.
4.1 The names and addresses of Directors and Secretaries shown in
schedules 1, 2 and 3 are true and complete and no person not named
therein as such is a director of the Company.
4.2 The particulars of all employees annexed to the Disclosure Letter
show all remuneration and other benefits:-
(a) actually provided; and
(b) which the Company is bound to provide (whether now or in
the future)
to each officer and senior employee of the Company and are true and
complete and include particulars of and details of participation in
all profit sharing, incentive, bonus, commission, share option,
medical, permanent health insurance, directors and officers
insurance, travel, car, redundancy and other benefit schemes,
arrangements and understandings (the "SCHEMES") operated for all or
any employees or former employees of the Company or their dependants
whether legally binding on the Company or not.
4.3 The Schemes have at all times been operated in accordance with their
governing rules or terms and all applicable laws and all documents
which are required to be filed with any regulatory authority have
been so filed and, so far as the Warrantors are aware, all tax
clearances and approvals necessary to obtain favourable tax
treatment for the Company and/or the participants in the Schemes
have been obtained and not withdrawn and no act or omission has
occurred which has or could prejudice any such tax clearance and/or
approval.
4.4 The terms of employment or engagement of all employees, agents,
consultants and professional advisers of the Company are such that
their employment or engagement may be terminated by not more than 12
months' notice given at any time without liability for any payment
including by way of compensation or damages (except for unfair
dismissal or a statutory redundancy payment).
4.5 Since the Accounts Date the Company has not made, announced or
proposed any changes to the emoluments or benefits of or any bonus
to any of its directors, officers or senior employees and the
Company is under no obligation to make any such changes with or
without retrospective operation.
4.6 The Disclosure Letter contains copies of and full details of all
rights and liabilities relating pursuant to any collective
agreements (whether with a trade union, staff association or any
other body representing workers and whether legally binding or not)
concerning the Company.
4.7 There are no amounts owing or agreed to be loaned or advanced by any
of the Vendors or by the Company to any directors, officers and
employees of the Company (other than amounts representing
remuneration accrued due for the current pay period, accrued holiday
- 59 -
pay for the current holiday year, for reimbursement of expenses or
bona fide travel advances).
4.8 No director, officer or senior employee of the Company is at present
under notice to terminate his employment (either given or received).
4.9 There are no terms or conditions under which any director, officer
or expatriate employee of the Company is employed, nor has anything
occurred that should reasonably be expected to give rise to any
material claim against the Company for sex, race or other unlawful
discrimination.
4.10 The salaries and wages and other benefits of all senior employees of
the Company have been paid or discharged in full in respect of the
period up to Completion.
4.11 The only schemes or arrangements to which the Company is a party
whose purpose is the provision of "relevant benefits" (as defined in
section 612 Income and Corporation Taxes Act 1988) are the DSL
(1995) Group Pension Scheme, the DSL Offshore Pension Scheme, the
DSL Directors Special Pension Scheme and the USDS Retirement Plan
(the "PENSION SCHEMES").
4.12 Other than benefits payable on death which are fully insured the
Pension Schemes provide only money purchase benefits (as defined in
section 181 Pension Schemes Act 1993) and no promise or assurance
has been given to any beneficiary of the Pension Schemes that his
benefits other than insured death benefits will be calculated by
reference to any person's remuneration or equate (approximately or
exactly) to any particular amount.
4.13 The Pension Schemes comply with all applicable legal and regulatory
requirements, and have all appropriate governmental and fiscal
approvals, in the appropriate jurisdiction and the Vendors are not
aware of any outstanding claims or litigation (including complaints
to the Pensions Ombudsman) in respect of the Pension Scheme, nor of
any circumstances likely to give rise to any such claims or
litigation, or likely to prejudice such approval.
4.14 The Company is under no obligation to contribute to any personal
pension scheme.
- 60 -
5. PROPERTIES
5.1 The Properties comprise all the freehold and leasehold land owned
used or occupied by the Company and all the rights vested in and all
agreements whereby the Company has any financial entitlement or
obligation (whether actual or contingent) relating to any land at
the date hereof.
5.2 The Company has under its control all title deeds and documents
necessary to prove its title to the Properties and the same are
original documents or properly examined abstracts.
5.3 There are no agreements, covenants, restrictions, exceptions,
reservations, conditions, rights, privileges or stipulations
affecting the Properties which are financially onerous to a material
extent.
5.4 The Company has duly performed observed and complied with all
covenants, restrictions, exceptions, reservations, conditions,
agreements, statutory and common law requirements, by-laws, orders,
building regulations and other stipulations and regulations
affecting the Properties and where appropriate the Company has
obtained a fire certificate for all the Properties.
5.5 Each of the Properties which is leasehold is held under the lease
brief details of which are set out in the Disclosure Letter and no
licences or collateral arrangements or concessions have been entered
into or granted and there are no rent reviews which are in the
course of being determined.
5.6 The Company is in exclusive occupation of each and every part of the
Properties.
5.7 The existing use of each of the Properties is the lawful permitted
use under the relevant planning legislation and in the case of
leasehold property under the terms of the lease or tenancy agreement
under which such property is held or otherwise and are not temporary
uses.
5.8 There are no outstanding enforcement or other notices or proceedings
issued in respect of any of the Properties and there is no
resolution or proposal for compulsory acquisition by the local or
any other authority.
- 61 -
6. THE GROUP AND ITS BANKERS
6.1 BANK ACCOUNTS
The most recent statement of each bank account of the Company is
attached to the Disclosure Letter. The Company does not have any
other bank or deposit accounts (whether in credit or overdrawn) not
included in such statements. Since the date to which each such
statement was prepared there have been no payments out of the
relative account except for routine payments.
6.2 EVENTS OF DEFAULT - INDEBTEDNESS
The Company has complied with the original payment schedules in
respect of all and any indebtedness remaining outstanding at
Completion.
- 62 -
7. ACCURACY OF INFORMATION
7.1 All information contained in schedules 1, 2, 3 and 5 to this
agreement is true and correct in all material respects.
7.2 All information contained in the Disclosure Letter is true and
correct in all material respects and is not misleading.
7.3 Each answer given to AHI in response to to the Information Request
IN THE AGREED FORM was when given and is now true and correct in all
material respects and so far as the Warrantors are aware no matter
or fact has not been disclosed in response thereto the omission of
which renders any of the answers given misleading in any material
respect.
7.4 So far as the Warrantors are aware, the statements of fact contained
in the schedule IN THE AGREED FORM headed "Exhibit 'A'" are true and
accurate in all material respects and are not misleading in any
material respect.
7.5 The forecasts and projections of the Company for the periods ending
31 December 1997, 1998 and 1999 contained in the schedule IN THE
AGREED FORM headed "Exhibit 'A'" are reasonably believed by the
Warrantors to be reasonable and to be based on reasonable
assumptions all of which are expressed therein.
7.6 So far as the Warrantors are aware, each of the "appropriate
employees" referred to in clause 1.9 has made all reasonable
enquiries as to the subject matter of the enquiries made of him as
to the accuracy of the Warranties and the responses to the
Information Request IN THE AGREED FORM.
- 63 -
SCHEDULE 5
THE PROPERTIES
1. ANGOLA
Offices in Luanda
2. BOSNIA
Tranpina Street, No 4
Sarajevo
o Contract in respect of property in dated 21 March 1997
Lessor - Tvornica Carapa "KLJUC" Sarajevo Lessee - Defence
Systems Limited Premises - Offices
Rent - 30 DM per m(2) (1350 DM per month) payable in
advance. Rent subject to review Term - 21 March 1997
onwards effective as long as lessee needs the offices and
the lessor can continue the Lease. The lessor may not
determine the Lease for at least
six months.
3. COLUMBIA
4. ENGLAND
(a) Xxxxxxxx Xxxxx
00-00 Xxxxxxxxxx Xxxx
Xxxxxx XX0X 0XX
o Lease of 7th floor Egginton House Landlord - MEPC plc
Tenant - Advent Limited Term - 26 January 1984 until 24
March 2002
Annual rent - (pound)41,000 payable quaterly in advance on
the usual quater days, subject to review
o Licence for Assignment of Lease dated 13 July 1984 of 7th
floor Egginton House
o Deposit of rent dated 16 October 1990 relating to Lease
dated 13 July 1984 of 7th floor Egginton House
- 64 -
o Certificate of registration of Charge created by DSL
Holdings Limited in respect of Lease dated 13 July 1984 of
7th floor Egginton House
o Lease dated 30 July 1984 of 7th floor Egginton House
o Lease dated 23 March 1994 of 5th Floor Egginton House
Landlord - MEPC plc Tenant - DSL Holdings Limited Term - 23
March 1994 until 24 March 2002
Annual rent - Peppercorn rent until 22 February 1995 and
thereafter (pound)30,000 payable quaterly in advance on the
usual quater days, subject to review
o Lease dated 7 June 1996 of Lower Ground Floor Egginton
House Landlord - MEPC plc Tenant - Defence Systems Limited
Term - 7 June 1996 until 24 March 2002 Annual rent -
Peppercorn rent until 6 December 1996 and thereafter
(pound)25,000 payable quaterly in advance on the usual
quater days, not subject to review
o Further documentation (in Portuguese) relating to 7th
floor Egginton House
(b) 00 Xxxxxx Xxxxxx
Xxxxxx XX0
o Licence dated 12 June 1995 re car parking spaces
Grantor - Land Securities plc
Licensee - Defence Systems Limited
Car parking space - 2 car parking spaces at quarterly
licence fee of (pound)1,000 Term - 25 March 1995 to 23 June
1995 may be revoked on any quarter period after the
expiration of this period by not less than one quarters
notice in writing as by either of the parties
(c) Office Studio 2
Horwich Business Centre
o Informal tenancy arrangement
5. JERSEY
Xxxx 0
Xxxxx Xxxxxx
Xxxx Xxxxxx
Xxxxxxxxx du Haut de la Ville
St Helier
- 65 -
Jersey
o Lease
Landlord - Numerical Limited
Tenant - Defence Systems Limited
Term - 1 September 1988 until 23 June 2000
Annual rent - (pound)4,335 payable quaterly in advance on
the usual quater days, subject to review
o Transfer of Lease from Hadrian Management Limited to
Defence Systems Limited dated 19 January 1996.
6. KAZAKHSTAN
o Freehold of a flat
7. KWENHA
8. MOZAMBIQUE
o Informal tenancy arrangement, made by way of letter
Rent - US$388 per month.
9. SINGAPORE
Xxx 000 Xxx Xxxxxx
0#00-000
Xxxxxxxxx 000000
o Lease
Landlord - Trend Interior Design & Construction Pte Ltd
Tenant - DSL Security (Asia) Pte Ltd Term - 1 May 1996
until 30 April 1998 Monthly rent - S$1,200 payable in
advance on the first day of each month, not subject to
review
10. UNITED STATES
- 66 -
o Lease amendment dated 10 April 1994
Landlord - IPP (Nevada) Inc
Tenant - US Defence Systems Inc
Term - due to end on May 31 1996 with an option to extend
for an additional period of 18 months exercisable by the
tenant by delivering a written notice to the landlord not
more than 12 months nor less than 120 days prior to the
expiration of the term.
Annual rent - $24,354.00
- 67 -
SIGNED by )
for and on behalf of )
ARMOR HOLDINGS, INC )
SIGNED by )
for and on behalf of )
ARMOR HOLDINGS LIMITED )
SIGNED by )
for and on behalf of )
NATWEST VENTURES NOMINEES LIMITED )
SIGNED by )
for and on behalf of )
PHOENIX GENERAL PARTNER LIMITED )
SIGNED by )
for and on behalf of )
COMPASS REPRESENTATIVES LIMITED )
SIGNED by XXXXXXXX XXXXXXXX )
SIGNED by XXXXXXX XXXXXXX )
SIGNED by )
as duly authorised attorney )
for and on behalf of )
XXXX XXXXXXXXXX )
SIGNED by )
as duly authorised attorney )
for and on behalf of )
XXXXXXX XXXXXXX )
SIGNED by )
as duly authorised attorney )
for and on behalf of )
XXXXXXX GOLOVATOV )
- 68 -
SIGNED by )
as duly authorised attorney )
for and on behalf of )
XXXX XXXXX )
SIGNED by )
as duly authorised attorney )
for and on behalf of )
XXXXX XXXXX )
SIGNED by )
as duly authorised attorney )
for and on behalf of )
XXXXXXXX XXXXXXX )
SIGNED by )
as duly authorised attorney )
for and on behalf of )
XXXXXXXXXXX XXXXXX )
SIGNED by )
as duly authorised attorney )
for and on behalf of )
XXXX BEAT )
SIGNED by )
as duly authorised attorney )
for and on behalf of )
XXXXX XX XXXXXXXXX )
SIGNED by )
as duly authorised attorney )
for and on behalf of )
XXXXX XXXXX )
SIGNED as a DEED and DELIVERED )
by XXXXXX XXXXXXXX )
in the presence of:- )
- 69 -
CONTENTS
CLAUSE PAGE
1. INTERPRETATION........................................... 1
2. SALE AND PURCHASE ....................................... 5
3. CONSIDERATION............................................ 6
4. COMPLETION............................................... 7
5. WARRANTIES GIVEN BY THE WARRANTORS....................... 9
6. LIMITATION ON LIABILITY IN RESPECT OF THE
WARRANTIES GIVEN BY THE WARRANTORS....................... 12
7. WARRANTIES GIVEN BY AHI AND AHL.......................... 16
8. RESTRICTIONS............................................. 19
9. ANNOUNCEMENTS, ETC....................................... 21
10. COSTS.................................................... 21
11. EFFECT OF COMPLETION..................................... 21
12. ENTIRE AGREEMENT......................................... 21
13. WAIVER, AMENDMENT........................................ 21
14. FURTHER ASSURANCES....................................... 22
15. NOTICES.................................................. 22
16. COUNTERPARTS............................................. 23
17. GOVERNING LAW AND SUBMISSION TO
JURISDICTION............................................. 23
18. INVALIDITY............................................... 23
19. NO RIGHTS OF TERMINATION................................. 23
SCHEDULE 1
The Vendors............................................................ 25
SCHEDULE 2
Particulars relating to the Company.................................... 27
SCHEDULE 3
Particulars relating to the Subsidiaries............................... 28
SCHEDULE 4
Warranties............................................................. 48
SCHEDULE 5
The Properties......................................................... 62
- 70 -
