EXHIBIT 4.7
UNSECURED CONVERTIBLE LOAN NOTE DUE 2005
THIS CONVERTIBLE LOAN NOTE is issued by World Gaming Plc (whose registered
office is at 00 Xxxxxx Xxxxxx, Xxxxxxx, XX0 0XX (the "Company")) to Goodison
Park Limited (whose office is at Sea Meadow House, Blackburne Highway, P.O. Box
116, Town Road, Tortola, British Virgin Islands) in respect of a loan of
principal amount of US$900,000 (receipt of which the Company hereby
acknowledges) provided on and subject to the Conditions set out below.
The Conditions
1 Repayment
Unless previously repaid or redeemed the principal amount of the Note
shall be repaid to the Noteholder in full at par on the date being two
years from the issue date of the Note or if such date is not a Business
Day, the Business Day next following.
2 Events on which Notes become immediately repayable
The Noteholder shall be entitled to require the Note to be repaid
immediately at par in each of the following events:
the making of an order by a competent court or the passing of an
effective resolution for the winding-up or dissolution of the Company
or any subsidiary (other than for the purposes of a reconstruction,
amalgamation, merger or members' voluntary winding-up on terms
previously approved by the Noteholder); or
the taking of possession by an encumbrancer of, or the appointment or
application for the appointment of a trustee, administrator or
administrative receiver or manager or a similar officer over, or an
administration order being made or applied for in respect of, any part
or the whole of the undertaking or property of the Company or any
subsidiary; or
2.3 the Company fails to comply with any other terms of these Conditions;
or
2.4 if the Company or any subsidiary ceases or threatens to cease to carry
on its business or a substantial part of its business; or
if the Company or any subsidiary (except at arm's length in the
ordinary course of its business and for full consideration) sells,
transfers, leases or otherwise disposes of all or a substantial part of
its business or assets whether by one or a series of transactions
related or not; or
if the Company or any subsidiary initiates or consents to proceedings
relating to itself under any applicable bankruptcy, insolvency,
composition or other similar laws or makes a conveyance or assignment
for the benefit of, or enters into any composition with, its
creditors generally; or
2.7 if the Company or any subsidiary is subject to any change of control.
The Company shall give the Noteholder notice of the happening of any of
the foregoing events promptly after becoming aware of the same
3 Conversion
3.1 Conversion Period and Price
The Noteholder shall have the right at any time in the period (the
"Conversion Period") during which any amount under the Note remains
outstanding (the "Conversion Right") to require the Company to redeem
at its principal amount, the principal amount of all or part only of
the Note (subject to a minimum nominal amount of US$50,000 or multiples
thereof) on the Conversion Date therefor which shall take effect as an
irrevocable direction to the Company promptly to apply the redemption
monies for subscription on behalf of the Noteholder of Shares in the
capital of the Company, which subscription shall be fully satisfied by
the Company retaining and applying such redemption monies in the
payment up of new Shares. Redemption moneys held by the Company pending
application of the same shall be held by the Company as bare trustee
for the Noteholder. The redemption of the vote and application of the
redemption monies in respect thereof as provided in this Condition 3.1
is referred to as a "conversion" in these Conditions and "converted"
shall be construed accordingly.
The conversion prices is US$ 0.12 per Share (the "Conversion Price").
Where a Conversion Right is exercised in respect of part only of the
Note, the Note shall be amended to reflect the principal amount of the
Note in respect of which the Conversion Right is not exercised.
The number of Shares to be issued on exercise of a Conversion Right
shall be determined by dividing the principal amount of the Note (or,
in the case of conversion of part only of the Note, the principal
amount thereof (being not less than US$100,000 or multiples thereof in
principal amount)) being converted by the Conversion Price. Shares to
be issued on conversion will be deemed to be registered as of the
relevant Conversion Date in the name of the holder of the Note
completing the Conversion Notice or his nominee.
3.2 Procedure on Conversion
A Conversion Right may be exercised by the Noteholder delivering at any
time during the Conversion Period to the registered office of the
Company a notice of conversion signed by the Noteholder stating the
principal amount of the Note required to be converted (a "Conversion
Notice").
Conversion Rights shall be exercised subject in each case to any
applicable fiscal or other
2
laws or regulations applicable in the United Kingdom at the time of
such exercise.
The conversion date in respect of a Note (the "Conversion Date") shall
be the second Business Day following delivery of the relevant
Conversion Notice in accordance with this Condition 3.2. A Conversion
Notice once delivered shall be irrevocable.
3.3 Shares
Shares allotted on conversion will be credited as fully paid and will
rank pari passu in all respects with the fully paid Shares in issue on
the Conversion Date, except that the Shares so allotted will not rank
for any dividend or other distribution declared or paid or made by
reference to any record date for the payment of a dividend or other
distribution with respect to the Shares which is prior to such
Conversion Date.
4 Payment
Payment of the principal for the time being due and owing on the Note,
or any part thereof, may be made by bankers draft or telegraphic
transfer made payable to the Noteholder or to such person or persons as
the Noteholder may in writing, received by the Company at least five
Business Days prior to the date of such payment, have directed.
Payments will be subject in all cases to any applicable fiscal and
other laws and regulations.
5 Transfer of the Note
The Noteholder may assign or transfer all its rights in respect of the
Note by instrument in writing in the usual or common form upon and
subject to the Conditions to any person whose name and address is
notified by the Noteholder to the Company.
6 Dealings
The Note shall not be capable of being dealt in on any stock exchange
in the United Kingdom or elsewhere and no application has been or is
intended to be made to any stock exchange for the Note to be listed or
otherwise traded.
7 Notices
7.1 Any notice or other document may be given or sent to the Noteholder by
sending it by post in a pre-paid envelope addressed to the Noteholder
at its address stated above (or if it so chooses, at an address within
the United Kingdom supplied by it to the Company for the giving of
notice to it).
7.2 Any notice, demand or other document (including transfer of the Note)
may be served on the Company either personally or by sending the same
by post in a pre-paid envelope addressed to the Company at its
registered office for the time being (marked for the attention of the
Company Secretary) or to such other address in England as the Company
may from time to time notify to Noteholder.
3
7.3 Any notice given or document sent by first class post shall be deemed
to be served or received at the expiry of 24 hours (or, where second
class post is employed, 48 hours) after the time when it is posted. In
proving such service or receipt, it shall be sufficient to prove that
the envelope containing the notice or document was properly addressed,
stamped and posted.
8 Covenant by the Company
The Company covenants with the Noteholder that it will not without the
prior written consent of the Noteholder create, allot, issue or redeem
any share or loan capital or grant or agree to grant any options for
the issue of any share or loan capital (other than any shares issued
pursuant to the normal operation of the rules of the Company's 2001
Share Option Scheme but excluding all executive arrangements) or effect
any other change in the Company's share capital whether by
sub-division, consolidation, bonus issue or otherwise.
9 Covenants by the Directors
The Directors each covenant that they shall (subject to acting within
their fiduciary duties) carry out all such acts, vote in favor of all
such resolutions and execute all such documents as may be necessary
(provided they are legally able to do so) to effect the allotment and
issue of the Shares to the Noteholder promptly following the exercise
of a Conversion Right and to procure that the Noteholder's name is
entered into the register of members of the Company, and it is issued
with a duly executed share certificate, in respect of such Shares.
10 General
The Noteholder shall be recognised by the Company as entitled to the
Note free from any equity, set-off or counterclaim on the part of the
Company against the original or any intermediate holder of the Note.
11 Governing Law
This Note shall be governed by and construed in accordance with English
law. The Company and the Noteholder irrevocably agree that the courts
of England are to have exclusive jurisdiction to settle any dispute
which may arise out of or in connection with this Note and irrevocably
submit to the jurisdiction of such courts.
12 Definitions
In this Note the following expressions shall where the context permits
have the following meanings:
4
"Business Day" means any day (excluding Saturdays and Sundays) on which
banks in London are open for business;
"Conditions" means these conditions upon which this Note is issued;
"change of control" means any event or circumstance whereby a person
(or persons acting in concert) acquires or agrees to acquire or
acquires options over direct or indirect control (1) of the affairs of
the Company or any subsidiary, or (2) over more than 50 per cent of the
total voting rights conferred by all the issued shares in the capital
of the Company or any subsidiary which are ordinarily exercisable in
general meeting or (3) of the composition of the main board of
directors of the Company or any subsidiary. For these purposes "persons
acting in concert", in relation to the Company or any subsidiary, are
persons which actively co-operate, pursuant to an agreement or
understanding (whether formal or informal) with a view to obtaining or
consolidating Control of the Company or any subsidiary;
"Directors" means Xxxxxxxx Xxxxxxx and Xxxxx Xxxxxxx each of KFH
Building, Liat Road, St. John's, Antigua and "Director" means any one
of them, as the case may be;
"Note" means this Unsecured Convertible Loan Note due 2005;
"Noteholder" means Goodison Park Limited whose office is at Sea Meadow
House, Blackburne Highway, P.O. Box 116, Town Road, Tortola, British
Virgin Islands, or the assignee in respect of the Note notified to the
Company in accordance with these Conditions; and
"Shares" means ordinary shares of 0.2 xxxxx each in the capital of the
Company or such other nominal amount following any consolidation,
sub-division, repayment, reduction of capital or other event giving
rise to an adjustment of the nominal amount of such ordinary shares
hereafter.
IN WITNESS whereof this Note has been duly executed and delivered as a deed and
issued on April 4, 2003.
5
SIGNED _____________________
as a DEED by World Gaming Plc Director
acting by Xxxxx Xxxxxxx, a Director
and Xxxxxxxx Xxxxxxx, a Director _____________________
Director
SIGNED
as a DEED by
___________________________
Xxxxx Xxxxxxx
in the presence of:
___________________________
[Signature of Witness]
Name
Address
Occupation
SIGNED
as a DEED by
___________________________
Xxxxxxxx Xxxxxxx
in the presence of:
___________________________
[Signature of Witness]
Name
Address
Occupation
6
