1
SHARE EXCHANGE AGREEMENT
This Agreement is made this 30th day of April 1999
BETWEEN: -
1. Burlington Chamber & Xxxxx Ltd.; whose registered office is at
Xxxxxxxxx Xxxxx, 00 Xxxxxxxx Xxxxxx, XXXXXX XX0X 0XX, ("BCJ") and
2. Xxxx Xxxxx Xxxxx of 00 Xxxxxx Xxxx, Xxxx Xxxxx, XXXXXX XX00 0XX ("Xx
Xxxxx")
WHEREAS:-
1. BCJ is the registered holder of 51% and Xx Xxxxx is the registered
holder of 49% of the shares in Burlington & Xxxxx Ltd.("B&J")
2. BCJ and B&J are both insurance wholesale intermediaries
3. BCJ has by even date completed the purchase of 85% of the share
capital, representing 8,500 shares in, Alterproof Ltd. a holding
Company for the McCalls Group comprising inter xxxx x Xxxxx'x broker
and other insurance and financial services companies
4. BCJ wishes to acquire the remainder of the shares in B&J from Xx Xxxxx
so that B&J shall forthwith be the West Midlands office of McCalls and
that Xx Xxxxx should in consideration thereof be issued with 5% of the
shares in Alterproof Ltd. representing 500 shares therein.
5. The parties hereto have consequently agreed to exchange 49% of the
shares in B&J and by Xx Xxxxx for 5% of the shares in Alterproof owned
by BC&J
6. Xx Xxxx Xxxxx Xxxxx is a Director of B&J
NOW THIS DEED WITNESSED AS FOLLOWS:-
1. Xx Xxxxx hereby exchanges his 49% shareholding in B&J for 5% of the
shares in Alterproof Ltd. owned by BC&J to the effect that BC&J will
forthwith own the entire share capital of B&J and Xx Xxxxx will be the
registered holder of 500 shares in Alterproof Ltd.
2. Xx Xxxx Xxxxx Xxxxx will be appointed a Director of Alterproof Ltd. and
its subsidiaries companies or such of them as he wishes to serve upon
and BC&J shall procure that whilst it is the majority shareholder in
Alterproof Ltd. Xx Xxxx Xxxxx Xxxxx will continue to serve as a
Director of Alterproof Ltd. and its subsidiaries companies or such as
he shall wish to serve upon as long as he shall wish.
2
IN WITNESS WHEREOF the parties hereto have executed this Agreement as a
Deed.
Executed as a Deed by
Burlington Chamber & Xxxxx Limited /s/ Xxxxx X. Xxxxxxxxx
By its Director and Secretary (or two Directors) ---------------------
/s/ Xxxxx Xxxxx
---------------------
Signed as a Deed by Xxxx X. Xxxxx /s/ Xxxx Xxxxx Xxxxx
---------------------
Signed as a Deed in the Presence of /s/ Xxxxxxx X. Xxxxxx
---------------------
