EXHIBIT 10.35
C O P Y
2004
ON THE 13TH. DAY OF JULY
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SALE
BY THE COMPANIES
"SUMMIT INDUSTRIES LTD"
AND
"NOVEL TEXTILES LIMITED"
TO THE COMPANY
"DENIM DE L'ILE LIMITED"
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768,925 USD
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BEFORE Xx. XXXXX XXXXXX XXXX XXXXXX MONTOCCHIO, Notary, of 4th Floor,
Labama House, 00, Xxx Xxxxxxx Xxxxxx Xxxxxx, Xxxx-Xxxxx, Mauritius undersigned.-
PERSONALLY CAME AND APPEARED:-
Xx. XXX XXXX XXXXXXX XXXX, born on the twenty ninth day of October one
thousand nine hundred and sixty eight in Hong Kong, Republic of China, a Company
Director, residing at Pointe aux Canonniers, Appartement Complexe Ravinal.
Xx. XXX XXXX XXXXXXX XXXX whose photograph is hereto affixed
is the holder of a Passport delivered by Hong Kong Special
Administrative Region, Peoples Republic of China on the
nineteenth day of June two thousand and three bearing No. HA
9010728.
Hereacting for, on behalf and as the duly authorised representative
of the company existing in this Island under the name of "SUMMIT
INDUSTRIES LTD", duly incorporated conformably to law.
The said Xx. XXX XXXX XXXXXXX XXXX vested with the necessary
powers for these presents in virtue of a decision of the Board
of Directors of the said Company taken at a meeting held on
the twenty fifth day of June two thousand and four as
evidenced by a duly certified extract of the minutes of
proceedings of the said meeting which remains hereto annexed
after due mention being made by the undersigned notary.
IT BEING HERE OBSERVED that the shareholders of "SUMMIT
INDUSTRIES LTD" have - by virtue of a Special Resolution
passed at a Special Meeting held on the twenty fifth day
of June two thousand and four as evidenced by a duly
certified extract of the minutes of proceedings of the
said meeting which remains hereto annexed after due
mention being made by the undersigned notary - approved,
conformably to the provisions of Section 130 (1) (a) of
the Companies Act 2001, the present sale.
IT BEING HERE FURTHER OBSERVED that "SUMMIT INDUSTRIES LTD"
has received the necessary authorisation for
the purpose of the present sale from the Prime Minister in
virtue of a Certificate issued on the twelfth day of July two
thousand and four by the latter which photocopy remains hereto
attached after due mention by the undersigned notary.-
And Xx. XXXXXX XXXXXX XXXXXX XXXXXX XXXXX XXX, of age, born on the twenty
eighth day of September one thousand nine hundred and fifty nine, Act of Birth
bearing No. 1492 of 1959 - Plaines Wilhems, Chartered Accountant, residing at
Floreal,
Hereacting for, on behalf and as the duly authorised representative
of the company existing in this Island under the name of "NOVEL
TEXTILES LIMITED" constituted originally under the name of "UNION
TEXTILES LTD" as per a deed drawn up by Xx. Xxxxxx Xxxxxxx Xxxx xx
Xxxxxxx, on the thirtieth day of April one thousand nine hundred and
eighty seven, registered in Reg: B 131 No. 3748, duly incorporated
conformably to law.
The said Xx. XXX vested with the necessary powers for these
presents in virtue of a decision of the Board of Directors of
the said Company taken at a meeting held on the eleventh day
of June two thousand and four as evidenced by a duly certified
extract of the minutes of proceedings of the said meeting
which remains hereto annexed after due mention being made by
the undersigned notary.
IT BEING HERE OBSERVED that the shareholders of "NOVEL
TEXTILES LIMITED" have - by virtue of a Special
Resolution passed at a Special Meeting held on the
eleventh day of June two thousand and four as evidenced
by
a duly certified extract of the minutes of proceedings
of the said meeting which remains hereto annexed after
due mention being made by the undersigned notary -
approved, conformably to the provisions of Section 130
(1) (a) of the Companies Act 2001, the present sale.
IT BEING HERE FURTHER OBSERVED that "NOVEL TEXTILES LIMITED"
has received the necessary authorisation for the purpose of
the present sale from the Prime Minister in virtue of a
Certificate issued on the twelfth day of July two thousand and
four by the latter which photocopy remains hereto attached
after due mention by the undersigned notary.-
(HEREINAFTER called collectively "The Vendors").-
WHO the said appearers in their aforesaid respective capacities do, by
these presents, sell, make over, transfer and assign under all legal guarantees
and subject to all legal covenants,
To the Private Company existing in this Island under the name of "DENIM DE
L'ILE LIMITED" duly incorporated conformably to law on the fourteenth day of May
two thousand and four as evidenced by a Certificate of Incorporation issued by
the Registrar of Companies on the seventeenth day of May two thousand and four.
WHICH IS FOR AND ON BEHALF OF THE SAID COMPANY ACCEPTED BY:-
Xx. XXX XXXXXXX ESPITALIER XXXX, of age, born on the twenty eighth day of
February one thousand nine hundred and sixty, Act of Birth bearing No. 661 of
1960 - Plaines Wilhems, Company Director, residing at Allee Beaux Manguiers,
Grand Bay.
And Xx. XXXXXX XXXXX, of age, born on the twentieth day of May one
thousand nine hundred and forty six, Act of Birth bearing No. 905 of 1946 -
Plaines Wilhems, Company Director, residing at Tamarin, La Mivoie.
Hereacting as the duly appointed representatives of the said
Company.-
IT BEING HERE OBSERVED that the shareholder of "DENIM DE
L'ILE LIMITED" has - by virtue of a Special Resolution
dated the seventh day of June two thousand and four as
evidenced by a duly certified copy of same which remains
hereto annexed after due mention being made by the
undersigned notary - approved, conformably to the
provisions of Section 130 (1) (a) of the Companies Act
2001, the present purchase.
(Hereinafter called "The Purchasing Company".)
IT BEING HERE FURTHER OBSERVED that the Purchasing Company has
obtained the necessary authorisation under the "Non-Citizen
(Property Restriction) Act" for the purpose of the present
acquisition in virtue of a Certificate issued on the ninth day
of July two thousand and four by the Prime Minister and
amended by another certificate issued on the thirteenth day of
July two thousand and four by the Prime Minister, photocopies
of which remain hereto attached after due mention by the
undersigned notary.
A. THE COMPANY "SUMMIT INDUSTRIES LTD" PERSONALLY:-
A portion of land of an extent of TWELVE THOUSAND SIX HUNDRED AND SIXTY
TWO SQUARE METRES AND SIXTY ONE SQUARE CENTIMETRES, or THREE ACRES, situate in
the district of Riviere du Rempart, place called "Ile d'Ambre" being Lot No. 7
of a general morcellement plan and bounded as per a report of survey drawn up by
Xx. Xxxxx Xxxxxxx Xxxxxxx, Sworn Land Surveyor, on the twenty ninth day of
January one thousand nine hundred and ninety, registered in Reg:L.S. 26 No.
3166, as follows:-
"D'un cote, par un chemin commun de trois metres quatre vingt centimetres
de "large, sur cent vingt cinq metres cinquante huit centimetres.
"Du second cote, par le surplus du terrain, sur quatre vingt xxx huit
metres "soixante centimetres.
"Du troisieme cote, par un autre chemin commun de trois metres quatre
vingt xxx "centimetres de large, sur un developpement de cent vingt quatre
metres cinq centimetres.
"Du quatrieme et dernier cote, encore par le surplus du terrain sur cent
quatre "metres quatre vingt cinq centimetres.
"La mesure employee est le metre."
B. AND THE COMPANY "NOVEL TEXTILES LIMITED" PERSONALLY:-
All the buildings, constructions or erections generally whatsoever
existing on the portion of land above described and used for industrial purposes
together with the office equipment, fittings and furniture, water, electrical
and drainage installations and generally all that may be part or parcel thereof.
For the Purchasing Company to enjoy the same and dispose thereof in full
and absolute ownership by means of these presents and as from to-day.
STATEMENT OF OWNERSHIP
By a deed passed by and before Xx. Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx, Notary
Public of Port Louis, on the thirteenth day of September and twenty seventh day
of December one thousand nine hundred and ninety one, registered and transcribed
in Vol: 2285 No. 45, the Company "SUMMIT INDUSTRIES LTD" has purchased from
"Societe Xxxxxxxxxx Xxxxxx & Cie", the portion of land above described and
presently sold.
Such purchase took place for and in consideration of the price of ONE
MILLION FIFTY THOUSAND RUPEES which has been fully settled, that deed bearing
acquittance thereof.
To ascertain the series of the previous owners of the said portions
of land, the parties agree to refer to the deed of purchase
abovementioned.
The Company "NOVEL TEXTILES LIMITED" is the owner of all the buildings and
constructions existing on the portion of land presently sold for having built
the same out of his own funds.
PRICE
The present sale is made subject to the ordinary legal charges and besides
for and in consideration of a price of SEVEN HUNDRED AND SIXTY EIGHT THOUSAND
NINE HUNDRED AND TWENTY FIVE US DOLLARS (768,925 USD) (i.e. in the proportion of
ONE HUNDRED AND TWENTY TWO THOUSAND US Dollars for the portion of land above
described and accruing to the Company "SUMMIT INDUSTRIES LTD" and SIX HUNDRED
AND FORTY SIX THOUSAND NINE HUNDRED AND TWENTY FIVE US Dollars for the buildings
above described and accruing to the Company "NOVEL TEXTILES LIMITED") which the
appearers in their aforesaid
respective capacities hereby acknowledge having received this day from the
representatives of the Purchasing Company.
WHEREOF DUE ACQUITTANCE
The parties in their respective aforesaid capacities hereby declare
and acknowledge that they have been informed by the undersigned
notary of the provisions of Section 41 of the Registration Duty Act
and that the above sale price represents the actual and real value
of the property hereby sold.
ENCUMBRANCES ON PROPERTY
The appearers in their aforesaid respective capacities hereby declare that
the assets and properties presently sold are neither leased, nor under seizure
nor subject to any privilege and are free from any mortgage inscription but are
burdened with the following inscriptions, viz:-
A. In so far as the Company "SUMMIT INDUSTRIES LTD" is concerned:-
i) A floating charge inscribed on the twenty eighth day of December one
thousand nine hundred and ninety five in Vol: CH 1328 No. 40 in renewal of the
inscription taken on the twenty seventh day of November one thousand nine
hundred and eighty six in Vol: CH 91 No. 144 as guarantee for a sum of TWENTY
FIVE MILLIONS RUPEES in favour of The Mauritius Commercial Bank Limited; and
ii) A floating charge inscribed on the sixth day of December one thousand
nine hundred and ninety nine in Vol: CH 2265 No. 72 in renewal of the
inscription taken on the thirteenth day of December one thousand nine hundred
and eighty nine in Vol: CH 340 No. 106 as guarantee for a sum of FORTY FIVE
MILLIONS RUPEES in favour of The Mauritius Commercial Bank Limited.
As regards those charges, it is hereby observed that THE MAURITIUS
COMMERCIAL BANK LIMITED has given its authorisation to the present
sale in conformity with the provisions of Article 2202-30 of the
Mauritian Civil Code and has agreed to erase all the charges
abovementioned once the said sale price would have been paid in full
as evidenced by a letter dated seventh day of July two thousand and
four which is hereto annexed.
B. And in so far as the Company "NOVEL TEXTILES LIMITED" is concerned:-
i) A floating charge inscribed on the eighth day of July one thousand nine
hundred and ninety eight in Vol: CH 1903 No. 5 in renewal of the inscription
taken on the twelfth day of July one thousand nine hundred and eighty eight in
Vol: CH 247 No. 140 as guarantee for a sum of SIXTEEN MILLIONS SEVEN HUNDRED AND
FIFTY THOUSAND RUPEES in favour of "Banque Nationale de Paris
Intercontinentale", in whose rights now stands Barclays Bank PLC;
ii) A floating charge inscribed on the fifth day of June one thousand nine
hundred and ninety eight in Vol: CH 1874 No. 12 in renewal of the inscription
taken on the twelfth day of July one thousand nine hundred and eighty eight in
Vol: CH 247 No. 141 as guarantee for a sum of SIXTEEN MILLIONS SEVEN HUNDRED AND
FIFTY THOUSAND RUPEES in favour of The Mauritius Commercial Bank Limited;
iii) A fixed charge inscribed on the ninth day of June one thousand nine
hundred and eighty nine in Vol: CH 308 No. 34 as guarantee for a sum of FOURTEEN
MILLIONS RUPEES in favour of The Mauritius Commercial Bank Finance Corporation
Limited, in whose rights now stands The Mauritius Commercial Bank Limited;
iv) A floating charge inscribed on the ninth day of February two thousand
in Vol: CH 2302 No. 27 in renewal of the inscription taken on the nineteenth day
of February one thousand nine hundred and ninety in Vol: CH 349 No. 102 as
guarantee for a sum of THIRTY THREE MILLIONS TWO HUNDRED AND FIFTY THOUSAND
RUPEES in favour of The Mauritius Commercial Bank Limited;
v) A floating charge inscribed on the fourteenth day of April two thousand
in Vol: CH 2342 No. 45 in renewal of the inscription taken on the tenth day of
April one thousand nine hundred and ninety in Vol: CH 359 No. 53 as guarantee
for a sum of THIRTY TWO MILLIONS FIVE HUNDRED THOUSAND RUPEES in favour of
"Banque Nationale de Paris Intercontinentale", in whose rights now stands
Barclays Bank PLC;
vi) A floating charge inscribed on the fourteenth day of June one thousand
nine hundred and ninety four in Vol: CH 1003 No. 12 as guarantee for a sum of
THIRTY SEVEN MILLION FIVE HUNDRED THOUSAND RUPEES in favour of The Mauritius
Commercial Bank Limited;
vii) A fixed and floating charge inscribed on the fourteenth day of
November one thousand nine hundred and ninety four in Vol: CH 1095 No. 1 as
guarantee for a sum of EIGHTY SEVEN MILLIONS SEVEN HUNDRED AND SIXTY THOUSAND
RUPEES in favour of "Banque Nationale de Paris Intercontinentale", in whose
rights now stands Barclays Bank PLC;
viii) A floating charge inscribed on the twenty first day of July one
thousand nine hundred and ninety five in Vol: CH 1231 No. 30 as guarantee for a
sum of FORTY TWO MILLIONS FIVE HUNDRED THOUSAND RUPEES in favour of The
Mauritius Commercial Bank Limited;
ix) A floating charge inscribed on the thirteenth day of June one thousand
nine hundred and ninety six in Vol: CH 1413 No. 9 as guarantee for a sum of
FIFTY MILLIONS RUPEES in favour of The Mauritius Commercial Bank Limited;
x) A floating charge inscribed on the thirtieth day of August one thousand
nine hundred and ninety six in Vol: CH 1454 No. 19 as guarantee for a sum of
TWENTY FIVE MILLIONS RUPEES in favour of The Mauritius Commercial Bank Limited;
xi) A floating charge inscribed on the sixteenth day of July two thousand
and one in Vol: CH 2654 No. 54 as guarantee for a sum of TWENTY THREE MILLIONS
SEVEN HUNDRED AND FIFTY THOUSAND RUPEES in favour of "Banque Nationale de Paris
Intercontinentale", in whose rights now stands Barclays Bank PLC;
xii) A floating charge inscribed on the twenty seventh day of September
two thousand and one in Vol: CH 2702 No. 41 as guarantee for a sum of FIFTY
MILLIONS RUPEES in favour of "Banque Nationale de Paris Intercontinentale", in
whose rights now stands Barclays Bank PLC; and
xiii) A floating charge inscribed on the twenty sixth day of September two
thousand and one in Vol: CH 2701 No. 54 as guarantee for a sum of ONE HUNDRED
MILLIONS RUPEES in favour of The Mauritius Commercial Bank Limited.
As regards those charges, it is hereby observed that the two charge
holders, namely BARCLAYS BANK PLC and THE MAURITIUS COMMERCIAL BANK
LIMITED have given their authorisation to the present sale in
conformity with the provisions of Article 2202-30 of the Mauritian
Civil Code and have agreed to erase all the charges abovementioned
once the said sale price would have been paid in full as
evidenced by two letters both dated seventh day of July two thousand
and four respectively which are hereto annexed.
The appearers in their aforesaid respective capacities hereby declare
again, viz:-
1 degrees. That the properties presently sold are situated within five
hundred metres but at more than eighty one decimal tweNty one metres from the
high water mark of the sea and are not liable to Sewerage Tax as evidenced by a
certificate delivered by the Wastewater Management Authority on the first day of
July two thousand and four bearing Reference No. RDR 120 and which is hereto
annexed.
2 degrees. That the said assets presently sold are occupied by the
Purchasing Company.
WHEREOF THIS DEED IS WITNESS:-
For the execution of these presents, legal domicile is elected for each of
the contracting parties, viz:-
For The Vendors at their Registered offices situate at Royal Road, Ile
D'Ambre, Riviere du Rempart as regards "Summit Industries Ltd" and 5, Renganaden
Seeneevassen Street, Port Louis, as regards "Novel Textiles Limited".
And for The Purchasing Company at its registered office situate at 5TH.
FLOOR, TM BUILDING , XXXX HENESSY STREET, PORT LOUIS
Done and Made in Minute at Port-Louis, Mauritius in the Office of the
undersigned Notary.
IN THE YEAR OF OUR LORD TWO THOUSAND AND FOUR.
On the thirteenth day of July.
And after the reading thereof, the parties in their aforesaid respective
capacities have signed. (s) X.X.Xxxxxxx Xxxx, Xxxxx Xxx, X.X.X.Xxxx and Xxxxxx
Xxxxx.
The undersigned Notary hereby declares that he has fulfilled all the
formalities prescribed by Sections 34 (1) paragraphs (a) to (e) of
"The Notaries' Act" and he has signed these presents.- (s) X.X.
Xxxxxxxxxx.
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Registered & Transcribed at Mauritius on the twentieth
day of July two thousand and four in Vol.5568 No.6.-
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A TRUE COPY
