EXHIBIT 3.5
DSB:415341.1
Dated the 25th day of November 1996
XXXXXXX.XX HOLDINGS PLC
- and -
INDEPENDENT ECONOMIC ANALYSIS (HOLDINGS) PTE LIMITED
AGREEMENT FOR SHARE SUBSCRIPTION
Xxxxxx Xxxxxxx Xxxxxxx
Xxxxxxxxx
00 Xxxxxxxx Xxxxxxxxxx
Xxxxxx XX0X 0XX
Tel: 0000 000 0000
Ref: TAM
THIS AGREEMENT is made the 25th day of November 1996
BETWEEN
(A) XXXXXXX.XX HOLDINGS PLC (registered number 3194225) whose registered
office is at Carmelite, 00 Xxxxxxxx Xxxxxxxxxx, Xxxxxx XX0X 0XX (the
"Company"); and
(B) INDEPENDENT ECONOMIC ANALYSIS (HOLDINGS) PTE LIMITED whose registered
office is at XXXXX Xxxxxxxx, Xx.0 Xxxxxxxx Xxxx, Xxxxxxxxx 000000 (the
"Investor").
INTRODUCTION
The Investor has agreed to make an investment in the Company upon the terms and
conditions hereafter contained.
AGREED TERMS
1. Nature of investment
1.1 The Investor shall subscribe in cash a total of (pound sterling)599,996
for 196,720 ordinary shares of 5p each in the capital of the Company
(representing approximately 1.3% of the issued share capital of the
Company) subject only to:
(a) the shareholders of the Company passing the resolutions set
out in the notice of general meetings sent to the shareholders
of the Company on 21 November 1996;
(b) the capitalisation issue referred to in such resolutions
having taken place;
(c) the Investor not having advised the Company by 9 am London
time on 28 November 1996 that the proposed subscription by the
Investor is in contravention of Singapore securities law or UK
securities law.
1.2 It is acknowledged that the price has been agreed at
(pound sterling)3.05 per share being the price given by OFEX as the
closing price on the business day prior to the date of this Agreement
adjusted to reflect the proposed capitalisation issue.
1.3 The subscription monies shall be paid by telegraphic transfer as set
out in column (1) below and the ordinary shares shall be allotted as
set out in column (2) below on the dates as set out in column (3)
below:
(1) (2) (3)
Subscription monies Shares allotted Dates
(pound sterling) 350,002.75 114,755 13 December 1996
(pound sterling) 249,993.25 81,965 31 March 1997
---------- -----------
(pound sterling) 599,996.00 196,720
================ ========== ===========
1.4 Subject to payment of the subscription monies due thereon the Company
shall procure that 114,755 ordinary shares of 5p each in the capital of
the Company are allotted forthwith to the Investor and shall within 5
days thereafter deliver to the Investor the share certificate therefor.
Similarly, subject to the payment of the subscription monies due
thereon the Company shall procure that 81,965 ordinary shares of 5p
each in the capital of the Company are allotted forthwith to the
Investor and shall within 5 days thereafter deliver to the Investor the
share certificate therefor. Such shares shall have attached thereto the
rights set out in the articles of association of the Company at the
date hereof.
2. Early payment
Subject to payment of the initial subscription monies the Investor may
at any time pay early the balance of the subscription monies as is for
the time being unpaid and forthwith on such payment the Company shall
allot those shares and within 5 days thereafter deliver a share
certificate in respect thereof.
3. Compulsory payment
The Company may by notice in writing to the Investor demand the
immediate payment of all monies due by the Investor to the Company
forthwith at any time if the Investor does not pay on the due date or
within 24 hours thereafter any money which may have become due
hereunder or under any document supplemental hereto.
4. No right of set-off
The Investor shall have no right to set off any sum claimed by the
Investor from the Company (whether in respect of any sum due to the
Investor under a contract with the Company or otherwise) against any
part of the subscription monies referred to in this Agreement.
5. Variation of share capital
5.1 In the event of any variation of the ordinary share capital of the
Company by way of capitalisation or by consolidation, sub-division or
reduction of capital the number of shares comprised in this Agreement
shall be adjusted in such manner as the auditors for the time being of
the Company shall in writing advise the Company and the Investor to be
in their opinion fair and reasonable.
5.2 As soon as reasonably practicable after making any such adjustment the
Company shall give written notice thereof to the Investor and at the
written request of the Investor and/or upon the surrender of this
Agreement shall either endorse a memorandum thereon recording such
adjustment (under the hand of a director of the Company) and return the
same to the Investor or execute and deliver to the Investor a new
agreement reflecting such adjustment but in all other respects
incorporating the terms hereof.
6. Publicity
Subject to approval of the Board of the Investor, as soon as
practicable after the date of this Agreement, the Company and the
Investor shall agree an announcement of the Investor's acquisition of
shares in the Company pursuant to this Agreement. The Investor will use
its best endeavours to procure such approval of its Board by 9 am
London time on 28 November 1996.
7. Notices
7.1 Any notice or other written communication given under or in connection
with this Agreement may be delivered personally or sent by first class
post (airmail if overseas) or by telex or facsimile.
7.2 The address for service on the Company or on the Investor shall be
their respective registered offices.
7.3 The fax number for service on the Investor is 00 65 536 3842.
7.4 Any such notice or other written communication shall be deemed to have
been served;
(a) if delivered personally, at the time of delivery;
(b) if posted, at the expiry of forty-eight hours after it was
posted;
(c) if sent by telex or facsimile message, at the time of
transmission.
7.5 In proving such service it shall be sufficient to prove that personal
delivery was made, or that such notice or other written communication
was properly addressed stamped and
posted or in the case of a telex that the intended recipient's
answerback code is shown on the copy retained by the sender at the
beginning and end of the message or in the case of a facsimile message
that an activity or other report from the sender's facsimile machine
can be produced in respect of the notice or other written communication
showing the recipient's facsimile number and the number of pages
transmitted.
8. Counterparts
This Agreement may be entered into any number of counterparts and by
the parties to it on separate counterparts, each of which when so
executed and delivered shall be an original, but all the counterparts
shall together constitute one and the same instrument.
9. Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with
English law and each party to this Agreement submits to the
non-exclusive jurisdiction of the English Courts.
10. Testimonium
This Agreement has been executed and delivered as a deed on the date
first written above.
EXECUTED for )
and on behalf of )
XXXXXXX.XX HOLDINGS PLC )
................................
Director duly authorised to sign
EXECUTED for )
and on behalf of )
INDEPENDENT ECONOMIC ANALYSIS )
(HOLDINGS) PTE LIMITED )
................................
Director duly authorised to sign
