Contract
Exhibit 1
 |
000 Xxxxxx Xxxx Xxxx Xxxx | |
| #05-01 Technopark @ Xxxx Xxxx | ||
| Singapore 469001 | ||
| Tel: (00) 0000 0000 | ||
| Fax: (00) 0000 0000 xxx.xxxxxxxxx.xxx |
The Liverpool Limited Partnership and Xxxxxxx International, L.P (collectively, “Xxxxxxx
Entities”) hereby agree jointly to sell one million nine hundred sixty five thousand four hundred
sixteen 1,965,416 ordinary shares of Pacific Internet Limited (the “Sale Shares”), to MediaRing
Ltd (“MediaRing”), at the price of US$9.50 per Sale Share .
We hereby confirm that, in the event that our acquisition of the Sale Shares from Xxxxxxx
Entities results in any obligation on our part to make a general offer for all the remaining
shares of Pacific Internet Limited not already acquired, owned, controlled or agreed to be
acquired or purchased by ourselves and our concert party(ies), we will comply with the applicable
rules of the Singapore Code on Take-overs and Mergers and the Securities and Futures Act,
Chapter 289 of Singapore in relation to making such general offer.
In addition, we hereby confirm and acknowledge, for the purposes of Regulation S under the U.S.
Securities Act of 1933, as amended, that we are located outside the United States and are not a
“U.S. person”, within the meaning given to it in Regulation S. In addition, we hereby confirm that
we have the authority and capacity, and have taken all necessary corporate action, to enter into
this letter agreement and perform and complete the acquisition of the Sale Shares from the Xxxxxxx
Entities.
The Xxxxxxx Entities jointly hereby confirm that that they are the beneficial owners of all the
Sale Shares free from any encumbrances, and that each of the Xxxxxxx Entities have the authority
and capacity, and have taken all necessary corporate action, to enter into this letter agreement
and perform and complete the sale of the Sale Shares to MediaRing.
/s/ Xxxx Xxxxx Xxx
___________________________________________
Name: Xxxx Xxxxx Xxx
Designation: Director and Chief Executive Officer
Date: July 14, 2006
Name: Xxxx Xxxxx Xxx
Designation: Director and Chief Executive Officer
Date: July 14, 2006
Agreed and Confirmed By:
The Liverpool Limited Partnership
By: Liverpool Associates, Ltd., as General Partner
By: Liverpool Associates, Ltd., as General Partner
By: /s/ Xxxxxx Xxxxxxxxx
________________________________________
Xxxxxx Xxxxxxxxx, Vice President
Date: July 14, 2006
Xxxxxx Xxxxxxxxx, Vice President
Date: July 14, 2006
Xxxxxxx International, L.P.
By: Xxxxxxx International Capital Advisors Inc., as Attorney-in-Fact
By: Xxxxxxx International Capital Advisors Inc., as Attorney-in-Fact
By: /s/ Xxxxxx Xxxxxxxxx
________________________________________
Xxxxxx Xxxxxxxxx, Vice President
Date: July 14, 2006
Xxxxxx Xxxxxxxxx, Vice President
Date: July 14, 2006
