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EXHIBIT 10.7
SHAREHOLDERS AGREEMENT
BETWEEN THE UNDERSIGNED:
- XXXXXXX XXXXXXX
born on April 6th, 1935 at Turin (Italy),
of Italian Nationality,
residing at Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx 000, Xxxxxxxxxx, Xxxxx
married under a contract providing for separate ownership of property
and, consequently, entitled alone to enter into this agreement.
- XXXXXXXX XXXXXXX
born on November 24, 1939 in Turin (Italy),
of Italian Nationality,
residing at Xxxxx Xxxxxxx 0, Xxxxx (Italy),
married under a contract providing for separate ownership of property
and, consequently, entitled alone to enter into this agreement.
- XXXXX XXXXXXX
born on November 21, 1941 in Turin (Italy),
of Italian Nationality,
residing at Xxxxxx Xxxxxxxxxx 0, Xxxxxxxxxx, (Xxxxx),
married under a contract providing for separate ownership of property
and, consequently, entitled alone to enter into this agreement.
- XXXXX XXXX FOGGINI
born on July 3, 1943 at Alba (Italy),
of Italian Nationality,
residing at Xxxxxx Xxxxxxxx Xxxxxx 0, Xxxxx (Italy),
married under a contract providing for separate ownership of property
and, consequently, entitled alone to enter into this agreement.
All four acting herein jointly & severally,
Herein after collectively the "MINORITY"
On the one hand,
- THE COMPANIES:
1. "KEY PLASTICS LLC", a company incorporated under the laws of the United
States of America, having its registered office at 00000 Xxxxxxxx Xxxx,
Xxxxx 000 - Xxxx (00000), Xxxxxxxx, Xxxxxx Xxxxxx of America.
2. "KEY PLASTICS AUTOMOTIVE LLC", a company incorporated under the laws of
United States of America, having its registered office at 00000 Xxxxxxxx
Xxxx, Xxxxx 000 - Xxxx (00000), Xxxxxxxx, Xxxxxx Xxxxxx of America.
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3. "KEY PLASTICS INTERNATIONAL LLC", a company incorporated under the laws of
United States of America, having its registered office at 00000 Xxxxxxxx
Xxxx, Xxxxx 000 - Xxxx (00000), Xxxxxxxx, Xxxxxx Xxxxxx of America.
Represented by Xx. Xxxx XXXXXX, acting in its capacity as Chief
Executive Office, duly empowered for the purpose of the present
agreement by virtue of a decision of Board of Directors dated December
15, 1999,
hereinafter collectively called "the MAJORITY",
On the other hand,
hereinafter jointly the "PARTNERS"
AND
- FOGGINI-KEY EUROPE Sarl, a company governed by the laws and regulations of
Luxembourg, with a share capital of 56.057.000 Euros, having its
registered office located at Luxembourg L-2453, 16 rue Xxxxxx Xxxxxxx,
registered with ......under the number ......,
represented by Mr. Xxxxx XXXXXX, Xx. Xxxxxxxxx XXXXXXX and Xx. Xxxx
XXXX, acting in their capacity as Manager, duly empowered for the
purpose of the present agreement by virtue of the bylaws and the
General Constitutive Assembly
hereafter called "the COMPANY",
WHEREAS:
By acts in front of Me Xxxxxx XXXXXXXX, notary in Luxembourg, has been created
on February 16 ,1999 the COMPANY with the purpose of detention of participation
in various industrial and commercial companies.
At its creation, the MAJORITY brought to the COMPANY its participations in the
capital of KEY PLASTICS France SAS in France, KEY PLASTICS UK in the United
Kingdom and SANISTAR S.A. Portugal in Portugal by which it carries on its
activity of manufacturer and distributor of parts for the car industry in
Europe, so that the capital made up of 560.560 shares of category A and 10 of
category B, with a par value of 100 Euros, distributed as follows:
- Key Plastics LLC : 331.890 shares of category A and 10 of
category B
- Key Plastics Automotive LLC : 124.335 shares of category A
- Key Plastics International LLC : 124.335 shares of category A
By capital increase, shares transfers and contributions, the MINORITY has
transferred to the COMPANY, directly or by interposed subsidiary companies, the
totality of its participation in its group (companies 4 to 14 hereinafter) and
through which it also carried out an activity of manufacturer and distributor of
parts for the car industry in Europe.
So that, following these operations, the Buyer shall control, directly or
indirectly:
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1. 100% of the capital in the FOGGINI GROUPE S.A. Company, a French joint stock
company with a share capital of FRF 26,000,000;
2. 100% of the capital of the FOGGINI SA Company (Suisse), a Swiss joint stock
company with a capital of SFR 500,000.
3. 100% of the capital of the FOGGINI DEUTSCHLAND GmbH Company, a German
limited liability company.
4. 100% of the capital of the FOGGINI IBERICA SL Company, a Spanish company.
5. 100% of the capital of the FOGGINI France Company SA, a French joint stock
company with a capital of FRF 70,000,000
6. 51% of the capital of the FOGGINI BOHEMIA s.r.o. a Czechoslovakian company.
7. 100% of the capital of the FOGGINI & C Srl. Company, an Italian limited
liability company with a capital of Italian Lira 4.000,000,000.
8. 100% of the capital of the FOGGINI PROGETTI Srl. Company, an Italian limited
liability company with a capital of Italian Lire 20,000,000.
9. 100% of the capital of the RADICAR Srl. Company, an Italian limited
liability company with a capital of Italian Lira 99,000,000.
10. 100% of the capital of the CORIL SA Company, a Swiss joint stock company
with a capital of 600.000 Suiss Francs.;
11. 51% of the capital of the ELMEG Srl Company, an Italian limited liability
company with a capital of Lira 99,000,000.
In consideration of the execution of this contract the Buyer shall directly or
indirectly control of:
12. 99.9% of the capital of KEY PLASTICS France SAS,
13. 99.9% of the capital of KEY PLASTICS INTERNATIONAL SAS in France;
14. 99.99% of the capital of KEY PLASTICS in United Kingdom;
15. 99.97% of the capital of MAP SANISTAR ACCESSORIOS LDA, in Portugal;
16. 99.99% of the capital of MAPKEY MATERIAS PLASTICAS S.A., in Portugal;
Moreover, the MAJORITY has transferred its 10 shares of category B in the
COMPANY.
After completion of the aforementioned operations, the capital of the COMPANY,
increased of 86,241,500 Euros, made up of 560,560shares of category A and of
301,855 shares of category B, is held in a proportion of 65% by the
MAJORITY (totality of the A shares and 10 B shares) and 35% by the MINORITY
(balance of the B shares)
In this context, the parties have agreed to establish this SHAREHOLDERS
AGREEMENT to supplement the provisions of the statutes of the COMPANY in view of
answering the wishes of the MINORITY.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
ARTICLE 1 INFORMATION CLAUSE
Without prejudice to the right of information allowed by law and the statutes to
all the partners of the COMPANY, the COMPANY, the MAJORITY and the MINORITY,
without
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prejudice to respective laws applicable to the different companies, warrant that
the Council of the Managers of the COMPANY inform the PARTNERS in the following
manner:
In addition to information required, in accordance with the Law or with the
statutes, to be communicated to all PARTNERS, the Council of the Managers will
communicate to the PARTNERS the following documents and information relating to
the Company as well as its subsidiary companies:
- each year at the beginning of the fiscal year, the annual budgets and the
financing plan.
- each year, accounts and balance sheet, schedules and other documents
presented to the annual general meeting, concomitantly to their sending to
the holders of the capital of each company of the group.
- every 6 months, an intermediate balance situation (summarized balance sheet
and accounts), as well as information on the evolution of the Company and of
its subsidiary companies.
- every 3 months, the turnover of the companies of the group.
Moreover, it is agreed to convene the Council of the Managers at least twice per
year
ARTICLE 2 - PARTICULAR COMMITMENT
The MAJORITY, the MINORITY and the COMPANY undertake to take all necessary steps
to allow the proper application of the statutory provisions and more
particularly that:
- it is not brought to the conditions under which the COMPANY and its
subsidiary companies carry on their activity any modifications having for
effect to unduly divert from the scope of calculation of the consolidated
result of the COMPANY a part of the result arrived at by these companies, in
particular in the event of a transfer, in ownership or usage, in any form,
of whole or part of the tangible and intangible assets of these companies
- the specific majority provisions applicable of the Council of the Managers,
such as they appear in articles 12. of the statutes of the COMPANY (a copy
of which is annexed hereafter) are also applicable to the decisions taken
within subsidiary companies of the COMPANY, even though the Manager of the
COMPANY representing the MINORITY does not have a seat in the aforementioned
subsidiary companies.
For the application of these dispositions, the manager of the COMPANY
representing the MINORITY will be directly informed by a representative of
the COMPANY in the concerned company, by registered letter with
acknowledgement of receipt, of any operation entering the applicability of
the aforesaid majority provisions. He will communicate his position, also by
registered letter with acknowledgement receipt or via fax, within five clear
days of reception of the notification letter or via fax, a lack of response
from him being then deemed acceptance, which the parties hereto accept
expressly, it being understood that his position shall have no bearing on
the decision
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process within the concerned company but shall commit the MAJORITY in their
relationships with the MINORITY..
ARTICLE 3 - WARRANTY
Moreover, the MAJORITY WARRANTS respect by the COMPANY of its commitments in
respect hereto.
ARTICLE 4 - CLAUSE OF CONFIDENTIALITY
The PARTNERS undertake not to reveal nor to give any account of any document or
information which would have been be transmitted to them in respect hereof, with
the exception of information demands from authorities.
This article will remain valid even after the term hereof.
ARTICLE 5 - VALIDITY
Except as concerns the confidentiality clause, the undertakings of the parties
hereto will terminate as soon as the MINORITY ceases holding at least 35% of the
capital of the COMPANY.
By anticipation, it is also envisaged that the effects of this agreement will
cease the day when the shares of the Company will be registered on a stock
market..
ARTICLE 6 - INDEMNIFICATION
Key Plastics and/or any other company of its Group undertake to indemnify the
Minority of any loss who they may suffer in relation to the guarantee above
indicated which have been given by Key LLC to Foggini Key Europe Sarl.
ARTICLE 7 - TRANSMISSION OF COMMITMENT - DURATION
The heirs, recipients and right holders of the PARTNERS will be jointly and
severally held to entire execution hereof by the simple fact of the transmission
at their profit of ownership, of usage or usufruct of the shares of the COMPANY.
ARTICLE 8 - RESOLUTION OF THE LITIGATIONS
The present Agreement is submitted to the Luxembourg Law.
All litigation, without exception, relating to the validity, the interpretation
or the execution of this convention will be subjected to the Courts of competent
jurisdiction of Luxembourg.
ARTICLE 9 - ELECTION OF RESIDENCE
For the application hereof , each party elects residence as indicated
hereinabove..
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Without prejudice of the execution of this agreement the parties and the
Companies expressly confirm their agreement in accordance to the terms set fort
by article nine of Protocol of Brussels Convention of 27/09/1968.
Signed at
On 29th March 1999
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