EXHIBIT 99.1
STOCK PURCHASE AGREEMENT
(PLANET HOLLYWOOD INTERNATIONAL, INC.)
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of
August 17, 1998, by and between Leisure Ventures PTE Ltd., a corporation
organized under the laws of Singapore ("Seller"), and Kingdom Planet Hollywood,
Ltd., an exempted company incorporated in the Cayman Islands with limited
liability ("Buyer").
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to
purchase from Seller, Ten Million (10,000,000) shares of Class A Common Stock,
par value $.01 per share ("Shares") of Planet Hollywood International, Inc., a
Delaware corporation ("Issuer"), at the price and on the other terms and
conditions hereafter set forth.
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereby agree as
follows:
1. SALE AND PURCHASE.
Subject to the terms and conditions hereof, Seller hereby agrees
to sell to Buyer, and Buyer hereby agrees to purchase from Seller, at the
closing hereunder ("Closing"), Ten Million (10,000,000) Shares for a purchase
price ("Purchase Price") of Four Dollars and Fifty Cents ($4.50) per Share.
2. CLOSING.
(a) TIME AND PLACE OF CLOSING.
Closing will take place at 10:00 a.m. (local time) on the date
("Closing Date") that is five (5) business days after the later to occur of (i)
expiration or earlier termination of the waiting period under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR Act")
with respect to the notification to be filed by Buyer for this transaction, and
(ii) the effectiveness of the "SEC Registration Statement" (as defined below)
pursuant to the U.S. Securities Act of 1933, as amended ("Securities Act"), and
the satisfaction of the other conditions set forth in Section 2(b)(vi) of this
Agreement. Closing will occur at the offices of Xxxxx & Xxxxxxx L.L.P., 000 00xx
Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.
(b) CONDITIONS TO BUYER'S OBLIGATION TO COMPLETE CLOSING.
The obligation of Buyer to complete Closing shall be subject to the
fulfillment of each of the following conditions precedent (or the written waiver
by Buyer of any such condition precedent):
(i) The waiting period for the notification filed by Buyer
under the HSR Act with respect to this transaction shall have expired or
otherwise terminated;
(ii) The representations and warranties of Seller under
this Agreement shall be true and correct in all material respects when made and
shall continue to be true and correct as of the Closing Date as though such
representations and warranties were made on the Closing Date;
(iii) Seller shall have performed and complied with all
covenants required of Seller under this Agreement;
(iv) Seller shall have delivered a certificate, dated the
Closing Date, that the representations and warranties of Seller under this
Agreement shall be true and correct in all material respects when made and shall
continue to be true and correct as of the Closing Date as though such
representations and warranties were made on the Closing Date and that Seller has
performed and complied with all covenants required of Seller under this
Agreement;
(v) Buyer shall have received a written statement provided
by Issuer that the Shares are not a U.S. real property interest within the
meaning of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as
amended, such statement to comply with Treasury Regulations Sections 1.897-2(h)
and 1.1445-2(c)(3) and otherwise to be in form and substance satisfactory to the
Buyer and to be issued and dated by Issuer not more than thirty (30) days prior
to the Closing Date; and
(vi) The Issuer shall have filed under the Securities Act a
shelf registration statement on Form S-3 (or such similar form as may be
acceptable to Buyer) covering resale of the Shares by Buyer (such registration
statement, the "Registration Statement"); the Registration Statement shall have
been declared effective by the SEC; the Issuer shall have agreed to maintain the
effectiveness of the Registration Statement until all Shares held by Buyer have
been sold and Issuer shall have entered into an agreement with Buyer, in form
satisfactory to Buyer, indemnifying Buyer for any material omissions or
misstatements in such Registration Statement and providing customary
representations and warranties. All expenses of such Registration Statement
shall be borne by Seller.
(c) CONDITIONS TO SELLER'S OBLIGATION TO COMPLETE CLOSING.
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The obligation of Seller to complete Closing shall be subject to the
fulfillment of each of the following conditions precedent (or the written waiver
by Seller of any such condition precedent):
(i) The waiting period for the notification filed by
Seller under the HSR Act with respect to this transaction shall have expired or
otherwise terminated;
(ii) The representations and warranties of Buyer under this
Agreement shall be true and correct in all material respects when made and shall
continue to be true and correct as of the Closing Date as though such
representations and warranties were made on the Closing Date;
(iii) Buyer shall have performed and complied with all
covenants required of Seller under this Agreement; and
(iv) Buyer shall have delivered a certificate, dated the
Closing Date, that the representations and warranties of Buyer under this
Agreement shall be true and correct in all material respects when made and shall
continue to be true and correct as of the Closing Date as though such
representations and warranties were made on the Closing Date and that Buyer has
performed and complied with all covenants required of Buyer under this
Agreement.
(d) AT CLOSING:
(i) Buyer shall pay the Purchase Price by wire transfer of
immediately available funds to an account specified by Seller, which account
shall be designated in writing no later than three (3) business days prior to
the Closing Date; and
(ii) Seller shall deliver to Buyer a certificate
representing the Shares, registered in the name of Buyer.
3. SELLER REPRESENTATIONS AND WARRANTIES. Seller hereby represents
and warrants to Buyer, as follows:
(a) ORGANIZATION; CAPITALIZATION. Seller is a corporation duly
organized, validly existing and in good standing under the laws of Singapore and
has all requisite corporate power and authority to own its properties and assets
and to conduct its business as now conducted.
(b) AUTHORIZATION AND VALIDITY OF AGREEMENT. Seller has the
corporate power to enter into this Agreement and to carry out its obligations
hereunder. The execution and delivery of this Agreement and the performance of
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Seller's obligations hereunder have been, or will have been on the Closing Date,
duly authorized by the Board of Directors of Seller, and no other corporate
proceedings on the part of Seller are necessary to authorize such execution,
delivery and performance. This Agreement has been duly executed by Seller and is
the legal, valid and binding obligation of Seller.
(c) NO CONFLICT OR VIOLATION. The execution, delivery and
performance by Seller of this Agreement do not and will not violate or conflict
with any provision of the certificate of incorporation or by-laws of the Seller,
and do not and will not violate any provision of any agreement or instrument to
which Seller is a party or by which it is bound, or any order, judgment or
decree of any court or other governmental or regulatory authority to which
Seller is subject. Other than with respect to notification under the HSR Act and
to filing, no consent or approval of any governmental or regulatory authority or
of any third party, is needed for Seller to perform its obligations hereunder.
(d) TITLE. The Shares are and, as of the Closing Date, will be
legally and beneficially owned by Seller. The Shares will be, on the Closing
Date, free from and unaffected by any option or right to acquire, interest or
other equity or encumbrance whatsoever in favor of any other person, including,
without limitation, any encumbrance or restriction set forth in Schedule A,
attached hereto and made a part hereof. Seller has full right and lawful
authority to sell and procure the transfer of the full legal and beneficial
ownership of the Shares on the terms of this Agreement, such sale being made
with full title guarantee and conferring upon Buyer full and unencumbered legal
and beneficial right, title and interest in and to the Shares.
4. BUYER REPRESENTATIONS AND WARRANTIES. Buyer hereby represents and
warrants to Seller, as follows:
(a) ORGANIZATION. Buyer is a company duly organized, validly
existing and in good standing under the laws of the Cayman Islands and has all
requisite company power and authority to own its properties and assets and to
conduct is business as now conducted.
(b) AUTHORIZATION AND VALIDITY OF AGREEMENT. Buyer has the
company power to enter into this Agreement and to carry out its obligations
hereunder. The execution and delivery of this Agreement and the performance of
Buyer's obligations hereunder have been, or will have been on the Closing Date,
duly authorized by the Board of Directors of Buyer, and no other company
proceedings on the part of Buyer are necessary to authorize such execution,
delivery and performance. This Agreement has been duly executed by Buyer and is
the legal, valid and binding obligation of Buyer.
(c) NO CONFLICT OR VIOLATION. The execution, delivery and
performance by Buyer of this Agreement do not and will not violate or conflict
with
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any provision of the charter documents or by-laws of the Buyer, and do not and
will not violate any provision of any agreement or instrument to which Buyer is
a party or by which it is bound, or any order, judgment or decree of any court
or other governmental or regulatory authority to which Buyer is subject.
(d) UNREGISTERED SHARES. Buyer understands that the Shares have
not been registered under the Securities Act of 1933, as amended (the "Act"), or
under applicable state securities laws, in reliance upon exemptions contained in
the Act and such laws and any applicable regulations promulgated thereunder or
interpretations thereof, and cannot be offered for sale, sold or otherwise
transferred unless the Shares are subsequently registered or qualify for
exemption from registration under the Act and such laws.
(e) INVESTMENT INTENT. The Shares are being acquired solely for
Buyer's own account, for investment and not with a view toward resale or other
distribution within the meaning of the Act; the Shares will not be offered for
sale, sold or otherwise transferred without either registration or exemption
from registration under the Act; and the certificates evidencing such Shares
will bear legends substantially to such effect.
5. SELLER COVENANTS.
(a) Seller shall not directly or indirectly, create, assume or permit
to exist any encumbrance or restriction whatsoever with respect either to the
Shares or to Seller's right and lawful authority to sell and transfer the Shares
to Buyer pursuant to this Agreement, provided that no encumbrance and
restriction with respect to the Shares set forth in Schedule A shall make or
deem Seller to be in violation of this Section 5(a).
(b) Seller shall take any and all action required or necessary to
effect the complete removal, as of the Closing Date, of any and all encumbrances
or restrictions whatsoever (including, without limitation, all encumbrances and
restrictions set forth in Schedule A) with respect either to the Shares or to
Seller's right and lawful authority to sell and transfer the Shares to Buyer
pursuant to this Agreement, so as to confer upon Buyer, at Closing, full and
unencumbered legal and beneficial right, title and interest in and to the
Shares.
(c) Seller shall use good faith efforts to cause the Issuer: (i) to
file the Registration Statement promptly, and (ii) to work with the SEC in
pursuing the prompt effectiveness of the Registration Statement.
6. BUYER COVENANT. Buyer shall make good faith efforts to complete and
file the notification filing required under the HSR Act with respect to this
transaction without delay, and in any event within thirty (30) days of the date
hereof. Buyer shall in good faith take (or fully cooperate in the taking of) all
actions, and
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provide any additional information that may be, required or reasonably requested
in order to comply with the requirements of the HSR Act.
7. ADDITIONAL ACTIONS AND DOCUMENTS. Each of the parties hereto agrees
to take or cause to be taken such further actions, to execute and deliver or
cause to be executed and delivered such further documents and instruments, and
to obtain such consents, as may be necessary or as may be reasonably requested
in order to fully effectuate the purposes, terms and conditions of this
Agreement.
8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties hereto with respect to the transactions contemplated herein,
and it supersedes all prior oral or written agreements, commitments or
understandings with respect to the matters provided for herein.
9. GOVERNING LAW AND CURRENCY.
(a) The validity and interpretation of this Agreement and the
performance by the parties of their respective obligations hereunder shall be
governed by the laws of the State of New York, U.S.A., excluding the choice of
law rules thereof.
(b) All references herein to "Dollars" and "$" shall refer to United
States Dollars.
10. ARBITRATION. Any and all claims arising under or relating to this
Agreement and its subject matter shall be finally resolved only by arbitration
under the rules of conciliations and arbitration of the International Chamber of
Commerce by three (3) arbitrators appointed according to such rules and not by
any judicial body or forum. Arbitration shall take place in Geneva, Switzerland
and shall be conducted in the English language. Any arbitration award or
judgment shall be enforceable in any forum worldwide with jurisdiction over the
party against whom the arbitration award or judgment is to be enforced. The
parties intend that in any such arbitration proceeding that the arbitrators
grant broad discovery relevant to the claims to be arbitrated. The losing party
in the arbitration (as determined by the arbitral tribunal) shall pay all costs
(including reasonable legal fees and disbursements) incurred by the prevailing
party in connection therewith. Each party hereby waives any and all rights to,
and hereby covenants not to bring, any lawsuit, arbitration or other proceeding
in any jurisdiction, judicial body or forum arising under or relating to this
Agreement or its subject matter (other than an arbitration proceeding described
above or a legal proceeding solely to enforce the award or judgment of such
arbitration proceeding).
11. NOTICES. All notices given under this Agreement shall be in
writing and shall be personally served or delivered by a private courier service
of international standing and recognition with charges prepaid, or transmitted
by facsimile, addressed as set forth below, or such other address as such party
shall have
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specified most recently by written notice. Notice shall be deemed given or
delivered on the date of service or transmission if personally served or
transmitted by facsimile. Notice otherwise sent as provided herein shall be
deemed given or delivered on the third business day following delivery of such
notice to a reputable overnight courier service.
Seller: Leisure Ventures PTE Ltd.
c/o Kuo Investment Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Fax: 212/000-0000
with a copy (which shall not constitute notice) to:
Gray, Harris & Xxxxxxxx, P.A.
Suite 1200
000 Xxxx Xxxx Xxxxxx
Xxxxxxx, XX. 00000
Attn: Xxxx X. Xxxxxxxx, Xx., Esquire
Fax: 407/000-0000
To Buyer: Kingdom Planet Hollywood, Ltd.
c/o Kingdom Holding Company
X.X. Xxx 0000
Xxxxxx 00000
Xxxxxxx xx Xxxxx Xxxxxx
Attn:Mustafa Al Hejailan
Xxxx Xxxxx
Fax: 000-0-000-0000
with a copy (which shall not constitute notice) to:
Xxxxx & Xxxxxxx L.L.P.
Columbia Square
000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attn.: Xxxx X. Xxxx, Esquire
Fax: 202/000-0000
12. EXECUTION. To facilitate execution, this Agreement may be executed
in as many counterparts as may be required; and it shall not be necessary that
the signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons
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required to bind any party, appear on one or more of the counterparts. All
counterparts shall collectively constitute a single agreement. It shall not be
necessary in making proof of this Agreement to produce or account for more than
a number of counterparts containing the respective signatures of, or on behalf
of, all of the parties hereto.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the day and year first above written.
LEISURE VENTURES PTE LTD.
BY:__________________________
Name: _________________________
Title: ___________________________
KINGDOM PLANET HOLLYWOOD, LTD.
BY:_____________________________
Name: _________________________
Title: ___________________________
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SCHEDULE A
Loans from Banque Nationale de Paris Singapore and Societe Generale each secured
by certain assets of the Seller, including some of the Shares.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
(Planet Hollywood International, Inc.)
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT ("Amendment") is
entered into as of February 5, 1999, by and between Leisure Ventures PTE Ltd., a
corporation organized under the laws of Singapore ("Seller"), and Kingdom Planet
Hollywood, Ltd., an exempted company incorporated in the Cayman Islands with
limited liability ("Buyer").
WHEREAS, Seller and Buyer previously entered into that certain Stock
Purchase Agreement dated as of August 17, 1998 (the "Original Agreement"),
whereby Buyer agreed to purchase from Seller Ten Million (10,000,000) shares of
Class A Common Stock, par value $.01 per share, of Planet Hollywood
International, Inc., a Delaware corporation ("Issuer"); and
WHEREAS, Seller and Buyer desire to amend the Original Agreement as
set forth herein.
NOW THEREFORE, in consideration of the foregoing and of the
mutual covenants and agreements hereinafter set forth, the parties hereby agree
as follows:
1. RECITALS AND DEFINITIONS. The parties hereby acknowledge and agree
that the recitals set forth above are true and correct, and that the definitions
set forth therein and in the preamble to this Amendment are hereby incorporated
into this Amendment by this reference; provided, however, that the defined term
"Shares" is hereby amended to mean Ten Million Six Hundred Thousand (10,600,000)
shares of Class A Common Stock, par value $0.01 per share, of the Issuer. All
capitalized terms not defined herein shall have the meanings set forth in the
Original Agreement.
2. SALE AND PURCHASE. Section 1 of the Original Agreement is hereby
amended by deleting such section in full and replacing it with the following:
"Subject to the terms and conditions hereof, Seller hereby agrees
to sell to Buyer, and Buyer hereby agrees to purchase from Seller,
at the closing hereunder ("Closing"), the Shares for an aggregate
purchase price ("Purchase Price") of Forty-Five Million Dollars
($45,000,000.00) (approximately $4.245 per Share)."
3. CLOSING. Section 2(a) of the Original Agreement is hereby amended
by deleting such section in full and replacing it with the following:
"Subject to the satisfaction of the conditions set forth in
Sections 2(b) and (c) below, Closing will take place at 10:00 a.m.
(local time) on February 5, 1999 at the offices of Xxxxx & Xxxxxxx
L.L.P., 000 00xx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000."
Section 2(b)(vi) of the Original Agreement is hereby amended by deleting
such section in full and replacing it with the following:
"The Issuer shall have filed under the Securities Act a shelf
registration statement on Form S-3 (or such similar form as may be
acceptable to Buyer) covering resale of Ten Million (10,000,000) of
the Shares by Buyer (such registration statement, the "Registration
Statement"); the Registration Statement shall have been declared
effective by the SEC; the Issuer shall have agreed to maintain the
effectiveness of the Registration Statement until all such Ten
Million (10,000,000) of the Shares held by Buyer have been sold and
Issuer shall have entered into an agreement with Buyer, in form
satisfactory to Buyer, indemnifying Buyer for any material
omissions or misstatements in such Registration Statement and
providing customary representations and warranties. All expenses of
such Registration Statement shall be borne by Seller."
4. EFFECT OF AMENDMENT. This Amendment shall supersede and control
over the Original Agreement to the extent of any conflict therewith. Except as
otherwise set forth in this Amendment, all of the remaining provisions of the
Original Agreement shall remain in full force and effect and are hereby ratified
and approved.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the day and year first above written.
LEISURE VENTURES PTE LTD.
BY:_____________________________
Name: _________________________
Title: ________________________
KINGDOM PLANET HOLLYWOOD, LTD.
BY:_____________________________
Name: _________________________
Title: ________________________
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