SHARE SALE AGREEMENT
Date: 5th May 1999
Parties:
(1) XXXXX XXXXXXX of 0 Xxxxxxxxx Xxx, Xxxxxxxxxx, Xxxxxxxxx, Xxxxxxxxxx X00
0XX; ("ED"); and
(2) XXXXX XXXXXXX of 0 Xxxxxxxxx Xxx as above and XXXXXXX XXXXXX XXXXXXX of
Steam Packet House, 00 Xxxxx Xxxxxx Xxxxxxxxxx X0 0XX ("the Trustees") as
trustees of the Xxxxx Xxxxxxx Settlement 1997 ("the Trust"); and
(3) LEISURE TRAVEL GROUP LIMITED (Co. No: 3764239) of Trafalgar House, 00
Xxxxxxxx Xxxxx, Xxxxxx XX0 ("xxx Purchaser").
RECITALS
A. Miss Ellie's World Travel Limited is a private limited company
incorporated in England under the Companies Xxx 0000 under number 2000814
("the Company").
B. It has been agreed that the Vendors will sell and the Purchaser will
purchase the entire issued share capital of the Company (as defined
below) on the terms of this Agreement.
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NOW IT IS HEREBY AGREED as follows:
1. Interpretation
1.1 In this Agreement the following words and expressions have the following
meanings unless they are inconsistent with the context:
"Agreed Form" the form agreed between the parties on or
prior to the date of this agreement and
initialled for the purpose of identification
by their respective solicitors;
"the Original Agreement" means an agreement between ED and the
Purchaser dated 16 November 1998;
"Shares" means 50,000 issued ordinary shares of
(pound)1 each of the Company being the whole
of the issued share capital of the Company;
"Vendors" means, together, ED and the Trustees.
1.2 Clause headings in this Agreement are for ease of reference only and do
not affect the construction of any provision.
1.3 Except where the context otherwise requires words denoting the singular
include the plural and vice versa, words denoting any one gender include
all genders and words denoting persons include corporations and vice
versa.
1.4 Unless otherwise stated, a reference to a clause or sub-clause is a
reference to a clause or a sub-clause of this Agreement.
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1.5 Save where the context does not permit, words and phrases used in the
Original Agreement shall bear the same meaning herein.
2. Agreement for Sale
2.1 Subject to the terms and conditions of this Agreement the Vendors shall
sell and the Purchaser shall purchase the Shares free from all liens,
charges and encumbrances and with all rights attaching to them, with
effect from the date of this Agreement for the consideration set out in
clause 3.
3. Purchase Consideration
3.1 The purchase consideration for the Shares shall be the aggregate of:
3.1.1 the sum of (pound)70,000 already paid and received by ED on behalf
of the Vendors, and
3.1.2 the sum of (pound)845,000 payable in cash to the Vendor at
completion.
4. Completion
4.l Completion of the purchase of the Shares shall take place at the offices
of the Purchaser's Solicitors as soon as reasonably practicable and in
any event by 9th July 1999 when the Vendors shall deliver to the
Purchaser duly completed and signed transfers in favour of the Purchaser
of the Shares together with the relative share certificates and all those
other act and things set out in clause 5 of the Original Agreement shall
be performed.
4.2 A Board Meeting of the Company shall be held at which the transfers
referred to in clause 4.1 shall be approved (subject to stamp duty
adjudication).
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4.3 The Purchaser shall satisfy that part of the consideration for the Shares
as set out in clause 3.1.2 by the payment (by telegraphic transfer) to
the Vendors' Solicitors in cleared funds of the amount referred to
therein.
4.4 ED shall enter into a new service agreement with the Company in the
Agreed Form at Completion.
5. Warranties by ED
5.l ED warrants to the Purchaser in the terms of clause 6 of the Original
Agreement save that so far as clause 6.1.1. the Vendors will have the
said power and in relation to clause 6.1.4 the Vendors are so entitled.
5.2 ED warrants to the Purchaser in the same terms as she warranted in clause
6 of the Original Agreement that the Company has carried on its
business in its ordinary course since 16th November 1998 and overall
there has been no material adverse change in the business of the Company
since that date.
6. Restrictive Agreement
ED hereby undertakes to the Purchaser in the same terms as she did in
clause 7 of the Original Agreement to the Purchaser as therein defined.
7. General
7.1 ED hereby repeats as at 31st January 1999 the warranties contained in
Schedule 4 of the Original Agreement subject to the Disclosure Letter
which related to that agreement (and subject also to the contends of the
management accounts to 31st March 1999 which have been delivered to the
Purchaser and subject also to the limitations contained in the Original
Agreement).
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7.2 This Agreement constitutes the entire agreement between the parties
hereto with respect to the matters dealt with herein and supersedes any
previous agreement between the parties hereto in relation to such
matters. Each of the parties hereto hereby acknowledges that in entering
into this agreement it has not relied on any representation or warranty
save as expressly set out herein or in any document referred to herein.
No variation of this agreement shall be valid or effective unless made by
one or more instruments in writing signed by such of the parties hereto
which would be affected by such variation.
7.3 The constitution, validity and performance of this agreement shall be
governed by the laws of England and the parties hereby irrevocably agree
that they will submit to the non-exclusive jurisdiction of the English
Courts.
7.4 The parties confirm that save as set out in this Agreement the Original
Agreement is of no continuing effect.
7.5 The parties agree that the liability of the Trustees under the terms of
this Agreement shall be limited to the value of the Trust assets in the
hands of the Trustees from time to time.
7.6 The parties agree that clause 8.6 of the Original Agreement shall be
deemed incorporated in this Agreement.
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AS WITNESS the hands of the parties the day and year first before written
Signed by )
XXXXX XXXXXXX ) /s/ XXXXX XXXXXXX
in the presence of:- )
00 XXXXX XX. XXXXXXXXXX
Signed by )
XXXXX XXXXXXX (as a Trustee) ) /s/ XXXXX XXXXXXX
in the presence of:- )
Signed by )
XXXXXXX XXXXXX XXXXXXX ) /s/ XXXXXXX XXXXXX XXXXXXX
(as a Trustee and without personal liability))
in the presence:- )
Signed by )
LEISURE TRAVEL GROUP LIMITED ) /s/ ILLEGIBLE
acting by )
Director
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