EXHIBIT 2.2
DATED 19 JULY 2006
(1) SILJA HOLDINGS LIMITED
(2) SEA CONTAINERS LTD.
(3) AKTSIASELTS TALLINK SCANDINAVIAN
(4) AKTSIASELTS TALLINK XXXXX
AGREEMENT
TO AMEND THE AGREEMENT FOR THE SALE AND
PURCHASE OF ALL THE SHARES IN SILJA OY AB
REFERENCE
MJD/CMB/1014863
XXXXXXXX XXXXXX
Xxxxxxxx Xxxxxx LLP Beaufort House 00 Xx Xxxxxxx Xxxxxx Xxxxxx XX0X 0XX
telephone 000 0000 0000 facsimile 020 7247 5091
email xxx@xxxxxxxxxxxxxx.xxx web site xxx.xxxxxxxxxxxxxx.xxx
CONTENTS
CLAUSES
1 BACKGROUND AND INTERPRETATION.............................................2
2 AMENDMENTS TO THE SHARE PURCHASE AGREEMENT................................2
3 GENERAL...................................................................5
AGREEMENT dated 19 July 2006
BETWEEN:
(1) Silja Holdings Limited, a company registered in England under number
03736704 (`the Seller');
(2) Sea Containers Ltd., a company registered in Bermuda under number EC3631
(`SCL');
(3) Aktsiaselts Tallink Scandinavian, a company registered in Estonia under
number 11253879 (`the Buyer'); and
(4) Aktsiaselts Tallink Xxxxx, a company registered in Estonia under number
10238429 (`Tallink').
1 BACKGROUND AND INTERPRETATION
1.1 The Seller, SCL, the Buyer and Tallink have on 11 June 2006 entered into an
Agreement for the Sale and Purchase of all the Shares in Silja Oy Ab (the
"Share Purchase Agreement"). The parties have since realised that the Share
Purchase Agreement will need to be amended so as to correct certain
technical mistakes therein.
1.2 Unless the context otherwise requires, words and expressions defined in the
Share Purchase Agreement shall have the same meaning in this Agreement.
1.3 The headings in this Agreement are for convenience only and shall not
affect its interpretation.
2 AMENDMENTS TO THE SHARE PURCHASE AGREEMENT
2.1 Clause 3.4 of the Share Purchase Agreement shall hereby be amended to read
as follows:
"The Seller, the Buyer and Tallink acknowledge that on or after
Completion Tallink will contribute or otherwise transfer to the Buyer
the Shares it buys from the Seller. Notwithstanding the fact that
Tallink has bought and contributed or
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otherwise transferred to the Buyer such Shares, the Buyer shall for
all purposes of this Agreement be deemed to have bought all the Shares
from the Seller and, consequently, have all rights set out in this
Agreement (as from the date hereof), including the right to claim
compensation for Losses against the Seller and SCL, as if it had
originally bought all the Shares directly from the Seller."
2.2 Clause 5.4 of the Share Purchase Agreement shall hereby be amended to read
as follows:
"On Completion the title to the Shares shall pass (i) to the Buyer as
regards its portion of the Shares, and (ii) to Tallink as regards its
portion of the Shares."
2.3 The numbering of paragraphs in Schedule 4.10 of the Share Purchase
Agreement shall be amended as follows:
(a) the numbering of paragraphs in Part A shall commence so that the first
paragraph is numbered paragraph 1 (and not 12);
(b) accordingly, the final paragraph of Part A shall be numbered paragraph
18 (and not 29), and a corresponding adjustment shall be made to all
other paragraphs in Part A;
(c) the numbering of paragraphs in Part B shall commence so that the first
paragraph is numbered paragraph 1 (and not 30); and
(d) accordingly, the final paragraph of Part A shall be numbered paragraph
8 (and not 37), and a corresponding adjustment shall be made to all
other paragraphs in Part B.
2.4 The numbering of paragraphs in Schedule 8 of the Share Purchase Agreement
shall be amended as follows:
(a) the numbering of paragraphs in shall commence so that the first
paragraph is numbered paragraph 1 (and not 38); and
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(b) accordingly, the final paragraph of shall be numbered paragraph 103
(and not 140), and a corresponding adjustment shall be made to all
other paragraphs in Schedule 8.
2.5 The numbering of paragraphs in Schedule 9 of the Share Purchase Agreement
shall be amended as follows:
(a) the numbering of paragraphs in shall commence so that the first
paragraph is numbered paragraph 1 (and not 141); and
(b) accordingly, the final paragraph of shall be numbered paragraph 18
(and not 158), and a corresponding adjustment shall be made to all
other paragraphs in Schedule 9.
2.6 Schedule 11 of the Share Purchase Agreement shall be amended as follows:
(a) the fullstop at the end of paragraph 2(w) shall be replaced with a
semicolon; and
(b) a new paragraph 2(x) shall be added, such new paragraph to read as
follows:
(x) from and against any Loss arising in respect of any claim against
the Company by Xxxx Xxxxx Xxxxxxx or Tor Nils Xxxxxx Xxxxxxxx on
the basis of (i) his resignation from the Board of Directors of
the Company on or prior to Completion (however, after the signing
of the Agreement), or (ii) his position on such Board or
otherwise.
2.7 The Share Purchase Agreement shall remain un-amended other than as
expressly set out above.
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3 GENERAL
3.1 The provisions of clauses 12 and 13 of the Share Purchase Agreement,
including for the avoidance of doubt the appointment of process agent in
clauses 12.4 and 12.5 of the Share Purchase Agreement and the dispute
resolution and arbitration provisions in clauses 13.11 to 13.13 of the
Share Purchase Agreement, shall be included in this Agreement by reference.
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Signed by )
Director, for and on behalf of )
Silja Holdings Limited )
Signed by )
Attorney in fact, for and on behalf of )
Sea Containers Ltd. )
Signed by )
Director, for and on behalf of )
Aktsiaselts Tallink Scandinavian )
Signed by )
Director, for and on behalf of )
Aktsiaselts Tallink Xxxxx )
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