SALE- AND PURCHASE AGREEMENT
Exhibit 4.14
On
this 6th day of December 2007 Cheyne Special Situations Fund LP, Cheyne Global Catalyst Fund
LP and Cheyne Value Fund Inc (“the Sellers”), all being funds managed by Cheyne
Capital Management (UK) LLP, a limited liability partnership having
its registered address at Xxxxxxxxx Xxxxx, 00 Xxxxxxxxx Xxx, Xxxxxx XX0X 0XX,
Xxxxxx Xxxxxxx and Cardiff Marine Inc, a Liberian limited liability company
having its registered address at 80, Kifissias Xx. XX-000 00 Xxxxxxxxxxx, Xxxxxx
(the “Buyer”) have agreed as follows:
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1.
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The
Sellers hereby undertake to sell and the Buyer hereby agree to purchase
51,778,647 shares issued in the capital of Ocean Rig ASA (the “Shares”)
against a consideration of NOK 43 each, in total NOK 2,226,481,821.00 (the
“Purchase Price”)
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2.
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The
Sellers shall deliver the shares to the Buyer against cash payment on or
before 20 December 2007. The settlement of the transaction shall be made
through Pareto Securities AS (“Pareto”). In the event the Buyer has not
paid the Purchase Price and/or the Seller has not delivered the Shares to
Pareto within 30 December 2007, Pareto shall immediately return to the
Buyer or the Seller, respectively, any Purchase Price or Shares received
by Pareto as of such date.
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3.
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The
Sellers and the Buyer shall cover their own costs related to this
agreement, including but not limited to fees to Pareto, legal advisors
etc.
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4.
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The
Buyer shall have the right to nominate another legal entity as purchaser
of the Shares. In the event of any such nomination of a new purchaser, the
Buyer shall be jointly and severally liable with the new purchaser for any
and all obligations of the Buyer under this
agreement.
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5.
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The
Sellers represent and warrant that the Shares will be delivered to the
Buyer free of any mortgages or encumbrances
whatsoever.
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6.
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In
the event that the Buyer or its nominee is making a bid for all the shares
issued in the capital of Ocean Rig ASA within 16:30 Norwegian time on the
day and date falling 3 calendar months after the day and date of
settlement as per art. 2 above, then the Sellers shall be entitled to an
additional purchase price equal to the difference (if any) between the
purchase price stated in art. 1 above and the purchase price of any such
bid. The additional purchase price shall be payable simultaneously with
the settlement of any such bid (and only if such bid and settlement is
completed). The same shall apply in the event that any third party makes
and completes a bid for all the shares issued in the capital of Ocean Rig
ASA within the same period of time and the Buyer accept such
bid.
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7.
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This
agreement is conditional only upon the Buyer obtaining and documenting to
the satisfaction of the Sellers financing of the transaction contemplated
by this agreement and the Sellers providing a recent transcript of the
register of shareholders confirming its holding of the Shares. This
agreement will become null and void in the event that the Buyer has not
confirmed in writing to the Sellers at and to Pareto on or before 10
December 2007 at 08:30 Norwegian time that such financing is in place. The
Seller shall have the right to withdraw from this agreement at any time
prior to receipt of the written notice from the Buyer confirming that
financing is in place. Such notice shall be in writing with a copy to
Pareto Securities.
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8.
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Notices
to be given under this agreement shall be in writing and shall
be addressed as follows:
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If to the Sellers: | If to the Buyer: |
Cheyne
Capital Management (UK) LLP
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Cardiff
Marine Inc
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Xxxxxxxxx
Xxxxx,
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00
Xxxxxxxxx Xxxxxx
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13
Cleveland Row,
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Athens
151-25
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Xxxxxx
XX0X 0XX,
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Xxxxxx
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Xxxxxx
Xxxxxxx
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Att:
Xxxx-Xxxxxxxx Xxxxxxx
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Attn:
Xx. Xxxx Xxxxxxxxx
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E-mail: xx.xxxxxxx@xxxxxx.xx
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E-mail :
xxxxxxxxxx@xxxxxxx.xx
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All notices shall be copied to Pareto, att Xxxx Xxxx, at e-mail xxxx.xxxx@xxxxxx.xx
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9.
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In
the event of default, then the party not in default shall be entitled to
request assistance from Pareto in relation to the enforcement of this
agreement and Pareto hereby agree to render such
assistance. For the avoidance of doubt, Pareto shall have no
liability whatsoever arising from a default by the Buyer or the Sellers to
fulfill any of their obligations pursuant to this agreement.
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10.
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The
agreement shall be governed by Norwegian
law.
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11.
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Any
and all disputes relating to this agreement shall be referred to
arbitration in Oslo, Norway. The language in any such arbitration shall be
English. The arbitration proceedings and the arbitration award shall be
confidential. Otherwise the Norwegian Act on Arbitration shall
apply.
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_______________________________ _____________________________
Cheyne
Capital Management (UK)
LLP for
Cardiff Marine Inc
in its
capacity as discretionary investment manager
for:
Cheyne
Global Catalyst Fund XX
Xxxxxx
Special Situations Fund XX
Xxxxxx
Value Fund LP
____________________________________________________________________________________________________
Pareto Securities
A.S. hereby undertake to arrange the settlement between the Sellers and the
Buyer as contemplated by art. 2 of this agreement and to render all reasonable
assistance to either the Selelrs or the Buyer as contemplated by art. 9 of this
agreement.
Pareto
Securities A.S
Ote
Xxxxxx Xxxxxx