Dated this 31st May 2000
Deed
between
XXXXXXX XXXX XXXXXXX
and
XXXXX XXXXXX XXXXXXX XXXXXXX
and
XXXXXX XXXXXXX XXXXX
and
XXXXXX XXXXXXXX XXXXXX
and
XXXXXXXXXXX XXXXX
THIS DEED is made the 31st day of May 2000
BETWEEN
1. XXXXXXX XXXX XXXXXXX of La Colline, Le Mont Cambrai, St. Xxxxxxxx,
Jersey, (the "Retiring Trustee")
2. XXXXX XXXXXX XXXXXXX XXXXXXX of Xxxxxxxx Xxxxxxxx, Xxx Street, St
Helier, Jersey and XXXXXX XXXXXXX XXXXX of Minden House, 6 Minden
Place, St Helier, Jersey, and XXXXXX XXXXXXXX XXXXXX of 000 Xxxx
Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000, XXX (the "Continuing
Trustees" and, together with the Retiring Trustee, the "Trustees"); and
3. XXXXXXXXXXX XXXXX of Whiteley Xxxxxxxx, Xxx Street, St Helier, Jersey
(the "Additional Trustee").
SUPPLEMENTAL TO:-
1. A settlement of trust dated 16 February 1990 and made between Berkeley
Govett & Company Limited and Xxxx Xxxxxx Xxxxxxx Xxxxxxx and Xxx Xxxxxx
Xxxxxxx Xxxxxx and known as the Berkeley Govett & Company Limited 1990
Employee Share Option Trust (the "Settlement").
2. A Deed dated 14 April 1992 made by Xxxx Xxxxxx Xxxxxxx Xxxxxxx and Xxx
Xxxxxx Xxxxxxx Xxxxxx resolving to change the name of the Settlement to
THE GOVETT & COMPANY EMPLOYEE SHARE OPTION TRUST.
3. An Instrument dated 18 March 1994 between Xxxx Xxxxxx Xxxxxxx Xxxxxxx,
Xxx Xxxxxx Xxxxxxx Xxxxxx and Xxxxxxx Xxxx Xxxxxxx whereby Xxxx Xxxxxx
Xxxxxxx Xxxxxxx retired as Trustee and Xxxxxxx Xxxx Xxxxxxx was
appointed as a new Trustee.
4. An Instrument dated 27 September 1994 between Ian Xxxxxx Xxxxxxx
Xxxxxx, Xxxxxxx Xxxx Xxxxxxx and Xxxxx Xxxxxx Xxxxxxx Xxxxxxx whereby
Xxxxx Xxxxxx Xxxxxxx Xxxxxxx was appointed as a new Trustee.
5. An Instrument dated 3 March 1995 between Ian Xxxxxx Xxxxxxx Xxxxxx,
Xxxxxxx Xxxx Xxxxxxx and Xxxxx Xxxxxx Xxxxxxx Xxxxxxx whereby Xxx
Xxxxxx Xxxxxxx Xxxxxx retired as a trustee.
6. A Deed dated 29 December 1995 made by Xxxxxxx Xxxx Xxxxxxx and Xxxxx
Xxxxxx Xxxxxxx Xxxxxxx resolving to change the name of the Settlement
to THE LONDON PACIFIC GROUP 1990 EMPLOYEE SHARE OPTION TRUST.
7. A Deed dated 22 August 1996 made by Xxxxxxx Xxxx Xxxxxxx, Xxxxx Xxxxxx
Xxxxxxx Xxxxxxx and Xxxxxx Xxxxxxx Xxxxx whereby Xxxxxx Xxxxxxx Xxxxx
was appointed an Additional Trustee.
8. Amendment No.1 to the Rules of the Settlement approved and adopted by
resolution of the Trustees of the Settlement on the 24th October 1995.
9. Amendment No.2 to the Rules of the Settlement approved and adopted by
resolution of the Trustees of the Settlement on the 29th January 1996.
10. A Deed dated 29th August 1998 made by and between the Trustees whereby
Xxxxxx Xxxxxxxx Xxxxxx was appointed as a new Trustee of the
Settlement.
11. A Deed dated 20th November 1998 between London Pacific Group Limited
and the Trustees amending the Rules of the Settlement with effect from
30th November 1998.
12. A Deed dated 31st May 2000 between the Trustees amending the Rules of
the Settlement with effect from 2nd June 2000.
WHEREAS:-
A. The Retiring Trustee and the Continuing Trustees are the present
trustees of the Settlement.
B. Pursuant to Clause 6 of the Settlement the Retiring Trustee wishes to
resign as a trustee of the settlement with effect from 1st June 2000.
C. The Retiring Trustee wishes to be discharged from the trusts of the
Settlement upon being indemnified as follows.
D. By clause 6 of the Settlement the Trustees have power to appoint one or
more other persons to be additional trustees thereof.
E. The Trustees are desirous of appointing an Additional Trustee to be a
trustee of the Settlement and the Additional Trustee has consented to
such appointment.
F. The property, at present subject to the trusts of the Settlement, is
specified in the schedule hereto and it is intended that as soon as may
be after the execution of this Deed the said property shall be
transferred into the names of or under the control of the Continuing
Trustees and the Additional Trustee.
NOW THIS DEED WITNESSETH as follows:-
1. Unless the context otherwise required words and expressions used herein
and defined in the Settlement shall have the same meanings herein as
are ascribed to them in the Settlement.
2. The Retiring Trustee hereby resigns the Trusteeship of the Settlement
with effect from 1st June 2000.
3. The Retiring Trustee hereby retires from the trusts of the Settlement
with effect from 1st June 2000 and is hereby discharged from the same.
4. In exercise of the power conferred upon them by clause 6 of the
Settlement the Trustees hereby appoint the Additional Trustee to be a
new Trustee of the Settlement with effect from 1st June 2000.
5. The new Trustee hereby accepts such appointment.
6. It is hereby agreed and declared that such appointment and retirement
shall take effect from 1 June 2000 and that the property now subject to
the Settlement, and all rights, powers, interest and entitlements of
the Retiring Trustee arising under the Settlement, shall immediately
vest in the Continuing Trustees and the Additional Trustee.
7. The Continuing Trustees and the Additional Trustee hereby consent with
the Retiring Trustee at all times hereafter to keep the Retiring
Trustee fully and effectually indemnified and held harmless against all
actions, proceedings, accounts, claims and demands (and costs and
expenses in connection therewith) which may be brought or made against
the Retiring Trustee whether by any Beneficiary of the Settlement, any
other party interested under the Settlement or any third party, arising
out of any act or omission of the Retiring Trustee in connection with
the trusts of the Settlement or in any other way relating to the
Settlement or to the assets comprised therein from time to time
including any taxes, duties or other fiscal liabilities payable in any
part of the world on, or in, respect of the assets comprising the Trust
Fund and whether in respect of a period or event falling wholly or
partly prior to the date hereof and whether the same shall be
enforceable in law against the Retiring Trustee or not PROVIDED ALWAYS
THAT:-
i. the indemnity herein contained shall not extend to any
liabilities of the Retiring Trustee arising from any fraud,
wilful neglect or default or gross negligence on the party of
the Retiring Trustee;
ii. the Retiring Trustee shall only be able to enforce the
indemnity herein given against the assets (or the value
produced by a subsequent disposition thereof) contained in the
Trust Fund at the time a claim is made hereunder.
8. The Retiring Trustee shall notify the Continuing Trustees and the
Additional Trustee of any actions, proceedings, accounts, claims or
demands which may be brought, or made against, the Retiring Trustee in
respect of which the Retiring Trustee may be entitled to an indemnity
hereunder as soon as possible after becoming aware of any such actions
as aforesaid and the Retiring Trustee shall make no admission of
liability of any sort nor give any undertaking, offer or promise in
respect thereof, nor make any payments in respect thereof, nor enter
into any correspondence or negotiations in respect thereof, nor incur
any legal expenses in connection therewith without the prior
written consent of the Continuing Trustees and the Additional Trustee
which shall be entitled, if they so desire, to take over and conduct
the defence of any such actions as aforesaid.
9. This deed shall be governed by and construed in accordance with the
laws of The Island of Jersey and the parties hereby irrevocably submit
to the non-exclusive jurisdiction of the courts of the said Island of
Jersey.
IN WITNESS whereof these presents have been executed by the parties hereto the
day and year first above written.
THE SCHEDULE
12,078,381 Xxxxxxxx 0x Shares in London Pacific Group Limited.
SIGNED by the said
XXXXXXX XXXX XXXXXXX
in the presence of:-
SIGNED by the said
XXXXX XXXXXX XXXXXXX XXXXXXX
in the presence of:-
SIGNED by the said
XXXXXX XXXXXXX XXXXX
in the presence of:-
SIGNED by the said
XXXXXX XXXXXXXX XXXXXX
in the presence of:-
SIGNED by the said
XXXXXXXXXXX XXXXX
in the presence of:-
