Private & Confidential
DATED 23 JUNE 0000
XXXXXXXXXX LIFE SCIENCES LIMITED (1)
and
HUNTINGDON LIFE SCIENCES GROUP PLC (2)
AGREEMENT
for the sale of
Freehold Property
known as
Stamford Lodge, Altrincham Road
Wilmslow, Macclesfield
in the County of Cheshire
Wragge & Co
THIS AGREEMENT is made 23 June 1999
BETWEEN:
(I) HUNTINGDON LIFE SCIENCES LIMITED (registered number 1815730)
whose registered office is at Xxxxxxx Road Alconbury Huntingdon
Cambridgeshire PE 18 6ES ("the Vendor")
(2) HUNTINGDON LIFE SCIENCES GROUP PLC whose registered office is at Xxxxxx
Xxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxxxxxx XX00 0XX ("the Purchaser")
IT IS AGREED that:
1 Interpretation
1.1 In this Agreement unless the context otherwise requires:
(a) words importing any gender include every gender
(b) words importing the singular number also include the plural
number and vice versa
(c) words importing persons include firms companies and
corporations and vice versa
(d) references to numbered clauses and schedules are to the
relevant numbered clause in or schedule to this Agreement
(e) where any obligation is undertaken by two or more persons
jointly those persons shall be jointly and severally liable
in respect of that obligation
(f) the headings to the clauses and schedules shall not affect
the interpretation
1.2 In this Agreement unless the context otherwise requires the following
expressions shall have the following meanings:
(a) "Completion" means actual completion of the sale the subject of this
Agreement
(b) "Completion Date" means 30 July 1999 or earlier by agreement
(c) "Completion Money" means the Price payable on Completion
(d) "National Conditions" means the National Conditions of Sale (20th
Edition) and all references in the National Conditions to "the
property" shall be deemed to be references to the Property;
(e) "Nominated Account" means the Vendor's Solicitors' client account
number 0000000 at Lloyds Bank plc Colmore Row Branch Birmingham sort
code 30-00-03 or such other client account or accounts of the Vendor's
Solicitors as they may specify
(f) "Price" means the sum of(pound)4,250,000 (four million two hundred and
fifty thousand pounds)
(g) "Property" means the property described in the Transfer
(h) "Purchaser's Solicitors" means Wragge & Co or such other solicitors as
the Purchaser shall appoint in relation to the purchase of the Property
(i) "Title Matters" means any covenants easements rights or other matters
affecting the Property or of which the Property has the benefit which
are contained or referred to in the documents listed in the Transfer
(j) "Transfer" means the transfer of the Property by the Vendor under this
Agreement in the form annexed to Schedule 1
(k) "Vendor's Solicitors" means Wragge & Co of 00 Xxxxxxx Xxx Xxxxxxxxxx X0
0XX or such other solicitors as the Vendor shall appoint in relation to
the sale of the Property
(l) "Working day" has the meaning given by the National Conditions (as
amended by this Agreement)
(m) "1994 Act" means the Law of Property (Miscellaneous Provisions) Xxx
0000
2 Sale and Purchase
2.1 The Vendor will sell and the Purchaser will purchase the Property for
the Price on the terms of this Agreement
3. Completion
3.1 The sale and purchase shall be completed and the Completion Money paid
on or before 1.00p.m. on the Completion Date
3.2 The Completion Money shall be paid by electronic funds transfer to the
Nominated Account
4. Application of the National Conditions
4.1 The Property is sold subject to the National Conditions so far as they
are not varied by or inconsistent with this Agreement and are
applicable to a sale by private treaty
4.2 National Conditions 1(6), 3, 5(3), 5(4), 5(5), 6(1), 6(2), 8(4), 9(2),
11, 15(2), 15(3), 15(4), 17, 21(2) and 21(3) shall not apply to this
Agreement
4.3 The prescribed rate of interest specified in definition (4) of the
National Conditions shall for the purposes of the National Conditions
be four per cent per annum above the Base Lending Rate from time to
time of Lloyds Bank pIc
4.4 The words "but excluding any day upon which the Land Registry would be
open to the public but for strike lock-out or other stoppage)" shall be
added at the end of definition (6) of the National Conditions
5. Title
5.1 The Vendor is registered at HM Land Registry as Proprietor of the
Property with Absolute Title under Title Number CH410069 and is
currently in the course of registration in respect of a small parcel of
land to the east of Altrincham Road under title number CH438940 (also
comprising the Property) and the abstract of the Vendor' s title shall
consist of an office copy of the subsisting entries on the Registers of
title number CH4l0069 and of the filed plan and copies of the Vendor's
application to HM Land Registry in respect of that part of the Property
pending registration under title number CH438940
5.2 The Property is sold subject to and where appropriate with the benefit
of:
(a) all matters capable of registration as Local Land Charges or otherwise
whether registered or not and every charge, notice, direction order,
restriction, condition and other matter of whatsoever nature affecting
the Property capable of discovery by search or enquiry of any local or
other authority or statutory undertaker and the Purchaser shall be
deemed to purchase with full knowledge thereof whether or not any
search or enquiry has been made
(b) all notices served and proposals requirements or agreements made by or
(as the case may be) with any competent authority
(c) all overriding interests as defined in section 70(1) of the Land
Registration Act 1925 as amended
(d) all matters affecting the Property which are capable of discovery by an
inspection of the property and/or by any search or enquiry which a
prudent purchaser would make on the acquisition of the Property or
which would be made on its behalf
(e) the Title Matters
but otherwise with vacant possession
5.3 The Purchaser shall accept the Title of the Vendor to the Property
which has been deduced in full to the Purchaser and shall not raise any
requisition or objection in respect of the Title to the Property except
in respect of matters arising in the period between the date of this
Agreement and Completion
5.4 The Purchaser is deemed to have inspected the Property whether or not
the Purchaser has in fact done so and shall be deemed to buy with full
knowledge in all respects of the authorised use of the Property for the
purposes of the legislation relating to the Town and Country Planning
legislation
5.5 The Vendor shall sell with full title guarantee provided always that
Section 2(1)(b) of the 1994 Act shall apply as if the words "will at
the cost of the person to whom the disposition is made" were
substituted for the words "will at its own cost" and the transfer shall
expressly provide
6 Transfer
6.1 The Transfer shall be in the form attached to Schedule 1
6.2 The Purchaser shall at the Purchaser's expense prepare execute stamp
and deliver to the Vendor within seven days after Completion a
duplicate of the Transfer
The Vendor shall only be required to execute one Transfer of the whole
of the Property
7 Non-Merger
7.1 The obligations of the Vendor and the Purchaser shall continue
notwithstanding Completion insofar as they remain to be performed and
observed
8 No Representations
8.1 This Agreement incorporates the entire contract between the parties and
the Purchaser acknowledges that the Purchaser has not entered into this
Agreement in reliance on any advertisement or other matter issued by
the Vendor or the Vendor' s agents or in reliance on any statements or
representations made to the Purchaser by either of them save those
written statements of the Vendor's Solicitors made before the date of
this Agreement in reply to any written enquiries raised by the
Purchaser's Solicitors
If there are any side letters relating to this transaction it is
expressly agreed that although they may have legal force as
representations collateral contracts or in some other way they do not
form part of this Agreement
9 Apportionment
The Vendor and the Purchaser agree the proportion of the Price to be
allocated to the land comprised within the Property is 100% and the
proportion of the Price to be attributed to the buildings situate
within the Property is nil.
AS WITNESS the hands of the parties
SIGNED by.............................)
for and on behalf of the Vendor )
SIGNED by.............................)
for and on behalf of the Purchaser )
Schedule 1
Form of Transfer
1. Stamp Duty
Place "X" in the box that applies and complete the box in the appropriate
certificate.
I/We hereby certify that this instrument falls within category
Instruments) Regulations 1987
in the Schedule to the Stamp Duty (Exempt
It is certified that the transaction effected does not form part of a
larger transaction or of a series of transactions in respect of which the
amount or value or the aggregate amount or value of the consideration exceeds
the sum of
(pound)
2. Title Number(s) of the Property (leave blank if not yet registered)
CH410069 Ch438940
3. Property
Stamford Lodge, Altrincham Road, Wilmslow
Parcel of Land to the east of Altrincham Road, Wilmslow
4. Date
5. Transferor (give full names and Company's Registered Number if any)
Huntingdon Life Sciences Limited whose registered office is at Xxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxxx XX00 0XX (Company Registration
No. 1815730)
6. Transferee for entry on the register (Give full names and Company's
Registered Number if any; for Scottish Co.
Huntingdon Life Sciences Group plc (Company Registration No. )
7. Transferee's intended address(es) for service in the U.K.
(including postcode) for entry on the register
Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxxx XX00 0XX
8. The Transferor transfers the property to the Transferee.
9. Consideration (Place "X" in the box that applies. State clearly the
currency unit of other than sterling. If none of the boxes applies, insert
an appropriate memorandum in the additional provisions panel.)
The Transferor has received from the Transferee for the property the sum
of (in words and figures) Four million two hundred and fifty thousand
pounds ((pound)4,250,000) (insert other receipt as appropriate)
The Transfer is not for money or anything which has a monetary value
10. The Transferor transfers with (place "X" in the box which applies and
add any modifications)
X Full Title Guarantee
provide always that:
Section 2(1)(b) of the Law of Property (Miscellaneous Provisions) Xxx 0000
shall apply as if the words "will at the cost of the person to whom the
disposition is made" were substituted for the words "will at its own cost"
11. Declaration of trust Where there is more than one transferee, place "X"
in the appropriate box.
12. Additional Provision(s) Insert here any required or permitted statement,
certificate or application and any
13. The Transferors and all other necessary parties should execute this transfer
as a deed using the space below. Forms of execution are given in Schedule
3 to the Land Registration Rules 1925. If the transfer contains
transferee's covenants or declarations or contains an application by
them (e.g. for a restriction), it must also be executed by the Transferees.
EXECUTED as a DEED )
by the Transferor acting by )
two directors or one director )
and its secretary )
.......................................
Director
.......................................
Director / Secretary
EXECUTED as a DEED )
by the Transferee acting by )
two directors or one director )
and its secretary )
.......................................
Director
.......................................
Director / Secretary
