Exhibit 4.1
DATED 15 May 2003
IAN XXXXX XXXXX
- and -
XXXXXX CAPITAL LIMITED
SHARE SALE
AGREEMENT
Xxxx-Xxxxxx
0 Xxxxx Xxxxxx
Xxxxxxx
Xxxxxx X0X 0XX
DX 44444 - MARBLE ARCH
Tel: 000-0000 0000
Fax: 000-0000 0000
Email: e-mail: xxxx@xxxx-xxxxxx.xxx
THIS AGREEMENT is dated the Fifteenth day of May Two thousand and three
BETWEEN
(1) "The Vendor": IAN XXXXX XXXXX care of Xxxx-Xxxxxx 0 Xxxxx Xxxxxx
Xxxxxxx Xxxxxx X0X 0XX
(2) "The Purchaser": XXXXXX CAPITAL LIMITED whose registered office
is at 00 Xxxxxxx Xxxxxx Xxxxxx XX0 0XX
1
Operative Provisions
1 INTERPRETATION
1.1 In this agreement the following words and expressions have the
following meanings:
"CA" Companies Xxx 0000
"Companies Acts" CA, the former Companies Acts (within the
meaning of CA s735(1)) and the Companies Xxx
0000
"Company" Cloverbay Limited of Cumberland Street PO
Box 529 Nassau Bahamas (a Company registered
in The Bahamas)
"Consideration Shares" means Three Million One hundred and
ninety-eight thousand shares in Xxxxxx
Capital Inc (a company registered in Florida
No. 00-0000000) and a cash payment of
(pound)110,000 (one hundred and ten thousand
pounds sterling) presently held by Xxxxxx
Capital Inc
"Effective Date" 15 May 2003
"FA" Finance Act
"Group Companies" the Company and its Subsidiary
"ICTA" Income and Corporation Taxes Act 1988
"Last Accounts" the audited balance sheet, as at the Last
Accounts Date, and audited profit and loss
account for the year ended on the Last
Accounts Date of the Company
"Last Accounts Date" 31st December 2002
"The Financial Statement" the abridged financial statements of the
Company as at the 31 December 2002
"Shares" the entire share capital of the Company
together with the assets listed in Schedule
1
"Subsidiary" A subsidiary as defined in CA s 736
"Taxation" all forms of taxation, duties, imposts and
levies whatsoever and wherever or whenever
imposed
"Warranties" the warranties and representations by the
Vendor in clause 6 and Schedule 2
2
1.2 All references in this agreement to a statutory provision
shall be construed as including references to:
1.2.1 any statutory modification, consolidation or
re-enactment (whether before or after the date of
this agreement) for the time being in force;
1.2.2 all statutory instruments or orders made pursuant to
a statutory provision; and 1.2.3 any statutory
provisions of which a statutory provision is a
consolidation, re-enactment or modification
1.3 A reference in this agreement to FRS shall be a reference to a
statement of standard accounting practice issued or adopted by
The Accounting Standards Board Limited
1.4 Clause headings in this agreement are for ease of reference
only and do not affect the construction of any provision
2 AGREEMENT FOR SALE
2.1 Subject to the terms and conditions of this agreement and with
effect from the Effective Date, the Vendor shall sell with
full title guarantee and the Purchaser shall procure the
Consideration Shares and the cash payment with all rights
attaching to them
3 PURCHASE CONSIDERATION
3.1 The total consideration for the Shares shall be the sum of
THREE MILLION THREE HUNDRED AND NINETY THOUSAND US DOLLARS
($3,390,000) the Effective Date to be the Date of Completion
both to be satisfied by the allotment and issue to the Vendor
of the Consideration Shares.
4 CONDITIONS
4.1 Completion is conditional upon:-
(A) The passing at a duly convened and held general
meeting of the Purchaser of a resolution to approve
the acquisition of the Shares and other arrangements
on the terms of this Agreement
(B) The issue and allotment to the Vendor of the
Consideration Shares
3
and in the event that the above conditions shall not have been
satisfied on or before the 30th day of May 2003 this Agreement
shall lapse and no party shall make any claim against the
other in respect thereof save for any antecedent breach
4.2 The Purchaser shall use its reasonable endeavours to procure
the satisfaction of the Conditions set out in sub-clauses 4(A)
and 4(B)
4.3 On completion the Shares and Loan Notes referred to under the
Heading "Assets" in Schedule 1 shall be held for safe-keeping
by Xxxx-Xxxxxx (Solicitors) of 0 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxx
X0X 0XX
5 COMPLETION
5.1 Completion of the purchase of the Shares shall take place at
the offices of the Vendor's solicitors on or before the 30th
day of May 2003
5.2 On Completion the Vendor shall deliver to the Purchaser duly
completed and signed transfers in favour of the Purchaser or
as it may direct of the Shares together with the relative
share certificates
5.3 There shall be delivered or made available to the Purchaser:
5.3.1 the seal and certificate of each Group Company;
5.3.2 the statutory books of each Group Company, complete
and up-to-date;
5.4 A Board Meeting of the Company shall be held at which the
transfers referred to in clause 5.2 shall be approved (subject
to stamping);
6 WARRANTIES BY THE VENDOR
The Vendor warrants to the Purchaser that the Warranties set out in
Schedule 2 are true and correct in all respects
7 COMMUNICATIONS
7.1 All communications between the parties with respect to this
agreement shall be delivered by hand or sent by post to the
address of the addressee as set out in this agreement or to
such other address as the addressee may from time to time have
notified for the purpose of this clause
7.2 Communications addressed to the Purchaser shall be marked for
the attention of Xx Xxxxx Xxxx of 00 Xxxxxxx Xxxxxx Xxxxxx XX0
0XX
7.3 In proving service by post it shall only be necessary to prove
that the communication was contained in an envelope which was
duly addressed and posted in accordance with this clause
4
8 GOVERNING LAW
This Agreement shall be governed by English Law
AS WITNESS the hands of the parties the day and year first before written
5
SCHEDULE 1
ASSETS OF THE COMPANY
THE COMPANY
SHARE CAPITAL
authorised US $5,000 divided into 5000 shares of $US 1.00 each
Administrative office: Xxxx-Xxxxxx Solicitors, 0 Xxxxx Xxxxxx Xxxxxxx
Xxxxxx X0X 0XX
ASSETS:
1. Seven Million Five Hundred Thousand shares in Synigence plc (a company
listed on AIM in the UK)
2. (pound)1,500,000 (One Million Five Hundred Thousand Pounds) Convertible
Unsecured Loan Notes 2004/2005 constituted by Synigence plc dated 19
November 2002
SCHEDULE 2
WARRANTIES
1 CORPORATE MATTERS
1.1 The information relating to the Company contained in Schedule 1 is true
and complete in all respects
1.2 The Shares constitute the whole of the issued and allotted share
capital of the Company
1.3 The Company is the sole beneficial owner of all the issued and allotted
Shares of Synigence plc listed in Schedule 1
1.4 There are no agreements or arrangements in force, other than this
agreement, which grant to any person the right to call for the issue,
allotment or transfer of any share or loan capital of the Company
1.5 The register of members and other statutory books of the Company have
been properly kept and contain an accurate and complete record of the
matters with which they should deal; and no notice or allegation that
any of them is incorrect or should be rectified, has been received
6
1.6 All returns, particulars, resolutions and documents required to be
filed with the Registrar of Companies in respect of the Company have
been duly filed and were correct
2 ACCOUNTING MATTERS
2.1 The Last Accounts have been prepared in accordance with the
historical cost convention; and the bases and polices of
accounting, adopted for the purpose of preparing the Last
Accounts, are the same as those adopted in preparing the
audited accounts of the Company
2.2 All the accounts, books, ledgers, financial and other records
of whatsoever kind, of each Group Company are in its
possession and give a true and fair view of its financial
position
3 FINANCIAL MATTERS
Other than in the ordinary course of business:
3.1 The Company had no capital commitments outstanding at the Last
Accounts Date and the Company has, since then, not incurred or
agreed to incur any capital assets
3.2 The Company has not paid or declared any dividend or made any
other payment other than as agreed in writing by the Purchaser
3.3 There are no liabilities (including contingent liabilities)
which are outstanding on the part of the Company
4 TRADING MATTERS
5.1 The Company is not engaged in any litigation or arbitration
proceedings, as Claimant or defendant; there are no
proceedings pending or threatened, either by or against the
Company; and there are no circumstances which are likely to
give rise to any litigation or arbitration
5.2 There is no dispute with any revenue or other official
department in the United Kingdom or elsewhere, in relation to
the affairs of the Company, and there are no facts which may
give rise to any dispute
5. ASSET MATTERS
The Company has good and marketable title to, all the assets set out in Schedule
1.
7
Signed for and on behalf of
IAN XXXXX XXXXX /s/ Ian Xxxxx Xxxxx
-------------------
Signed for and on behalf of
XXXXXX CAPITAL LIMITED /s/ Xxxxx Xxxx
----------------
Xxxxx Xxxx, President
