Exhibit 99.2
DATED 15 December 2000
-----------------------
WESFARMERS RAILROAD HOLDINGS PTY LTD
ACN 008 705 986
(WRH)
GWI HOLDINGS PTY LTD
ACN 094 819 806
(GWH)
- AND -
AUSTRALIAN RAILROAD GROUP PTY LTD
ACN 080 579 308
(Company)
SHAREHOLDERS AGREEMENT
XXXXXXX XXXXXXXX
Xxxxxxxxxx
Xxxxx 00, XX0 Xxxxxxxx
000 Xx Xxxxxx'x Xxxxxxx
Xxxxx 0000
Xxxxxxx Xxxxxxxxx
Telephone: 00 0 0000 0000
Facsimile: 61 8 9321 2788
E-mail: xxx@xxxxxxxxxxxxxxx.xxx.xx
Ref: AGT:JO:jna:2000365
CONTENTS
1. DEFINITIONS AND INTERPRETATION . . . . . . . . . . . 1
2. OBJECTIVES . . . . . . . . . . . . . . . . . . . . . 5
3. INITIAL CAPITAL OF THE COMPANY . . . . . . . . . . . 6
4. BOARD OF DIRECTORS OF THE COMPANY AND SUBSIDIARIES . 6
5. DECISION MAKING . . . . . . . . . . . . . . . . . . 8
6. MANAGEMENT . . . . . . . . . . . . . . . . . . . . . 10
7. MANAGEMENT REPORTS . . . . . . . . . . . . . . . . . 10
8. FINANCIAL REPORTS . . . . . . . . . . . . . . . . . 11
9. ACCOUNTS AND AUDIT . . . . . . . . . . . . . . . . . 11
10. DIVIDEND POLICY . . . . . . . . . . . . . . . . . . 12
11. OTHER BUSINESS . . . . . . . . . . . . . . . . . . . 12
12. NETWORK COMPANY . . . . . . . . . . . . . . . . . . 13
13. ACCESS REGIME . . . . . . . . . . . . . . . . . . . 13
14. TRANSFER OF SHARES . . . . . . . . . . . . . . . . . 13
15. RIGHT OF FIRST REFUSAL . . . . . . . . . . . . . . . 14
16. CHANGE IN EFFECTIVE CONTROL OF A SHAREHOLDER . . . . 18
17. ADDITIONAL SHAREHOLDERS . . . . . . . . . . . . . . 20
18. PUBLIC FLOAT . . . . . . . . . . . . . . . . . . . . 20
19. RESOLUTION OF DISPUTES/ARBITRATION . . . . . . . . . 22
20. RIGHTS TO INFORMATION . . . . . . . . . . . . . . . 23
21. TERMINATION . . . . . . . . . . . . . . . . . . . . 24
22. DEFAULT . . . . . . . . . . . . . . . . . . . . . . 25
23. ACKNOWLEDGMENT AND WARRANTIES . . . . . . . . . . . 27
24. CONFLICT WITH CONSTITUTION . . . . . . . . . . . . . 28
25. ATTORNEYS . . . . . . . . . . . . . . . . . . . . . 28
26. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . 28
1. APPLICATION OF SCHEDULE . . . . . . . . . . . . . . 1
2. APPOINTMENT OF INDEPENDENT VALUER . . . . . . . . . 1
3. VALUATION . . . . . . . . . . . . . . . . . . . . . 1
4. ACCESS TO INFORMATION . . . . . . . . . . . . . . . 1
5. PERIOD OF DETERMINATION . . . . . . . . . . . . . . 2
6. PROCESS . . . . . . . . . . . . . . . . . . . . . . 2
SCHEDULE 1 SHAREHOLDING
SCHEDULE 2 CORPORATE STRUCTURE CHART
SCHEDULE 3 INDEPENDENT VALUATION
SHAREHOLDERS AGREEMENT
THIS AGREEMENT is made the 15th day of December 2000
BETWEEN
1. WESFARMERS RAILROAD HOLDINGS PTY LTD ACN 008 705 986 (WRH) of Xxxxx
00, Xxxxxxxxxx Xxxxx, 00 Xxx Xxxxxxxxx, Xxxxx, Xxxxxxx Xxxxxxxxx
2. GWI HOLDINGS PTY LTD ACN 094 819 806(GWH) of care of Xxxxxxx Xxxxxxxx
of Xxxxx 00, 000 Xx Xxxxxxx Xxxxxxx, Xxxxx, Xxxxxxx Xxxxxxxxx
AND
3. AUSTRALIAN RAILROAD GROUP PTY LTD ACN 080 579 308 (formerly known as
Genesee & Wyoming Australia Pty Limited) of 000 Xxxxxxxxx Xxxx,
Xxxxxxx, Xxxxx Xxxxxxxxx(Xxxxxxx)
RECITALS
A. WRH and GWH are, or are entitled to become, the beneficial owners of
the Shares in the Company as set opposite each of their names in
Schedule 1.
B. The Company changed its name to its current name on or about the 30
October 2000.
C. The parties wish to record the commercial terms of their agreement
for the funding, activities and management of the Company.
OPERATIVE PROVISIONS
1. Definitions and interpretation
Definitions
1.1 In this document unless the contrary intention appears:
Access regime means the Railways (Access) Xxx 0000 of Western
Australia and Government Railways (Access) Code 2000;
Act means the Rail Freight System Xxx 0000 of Western Australia;
ASR means the operations conducted in South Australia by the
Company's wholly owned subsidiary Australia Southern Railroad Pty Ltd
ACN 079 444 296;
associate has the meaning given in Division 2 of Part 1.2 of the
Corporations Law;
ASX means Australian Stock Exchange Limited;
Australia West Rail Business means the business of carrying goods by
rail and road formerly carried on by the Western Australia Government
Railways Commission and the provision of access to third parties to
the rail corridor land as defined in the Act and leased railway
infrastructure and any expansions, modifications or variations
thereto carried out from time to time;
Board means the board of Directors;
Business means the business conducted by the Company, being the ASR
and the provision of railroad services in Western Australia, Victoria
and the Northern Territory, in each case under the name Australian
Railroad Group;
Business Day means a day on which trading banks are open for general
business in Perth and Adelaide, not being a Saturday or a Sunday;
Chief Executive Officer means the chief executive officer for the
time being of the Company;
Commencement Date means the date on which this agreement commences to
have effect under the terms of the Share Subscription Agreement;
Company Group means the Company and any subsidiary of the Company;
Corporations Law means the Corporations Law in force in Western
Australia;
Director means a director for the time being of the Company;
encumbrance means an interest or power:
(a) reserved in or over any interest in any asset including,
without limitation, any retention of title; or
(b) created or otherwise arising in or over any interest in any
asset under a xxxx of sale, mortgage, charge, lien, pledge,
trust or power, and whether existing or agreed to be granted
or created;
Financial Year means each period of 12 months commencing on 1 January
and ending on 31 December or such other period as the Board determines
and includes:
(a) the period commencing on the date of execution of this
agreement and ending 31 December; and
(b) the period commencing on the last 1 January before the date
of termination of this agreement and ending on that date of
termination;
GWI means GENESEE & WYOMING INC, a Delaware corporation with its
principal place of business at 00 Xxxxx Xxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxx, Xxxxxx Xxxxxx of America;
Majority Resolution means a resolution:
(a) of Shareholders that is passed by more than 50% of the votes
cast by Shareholders entitled to vote on the resolution; or
(b) of Directors that is passed by more than 50% of the votes
cast by Directors entitled to vote on the resolution, as the
case might require;
MOU means the Memorandum of Understanding dated 13 September 2000
between the Company and Wesfarmers;
Network Company means a subsidiary of the Company established or to
be established for the purposes of holding a lease for the standard
gauge corridor land in accordance with the requirements of the Act;
party means a party to this agreement, whether initially or by
accession under clause 16;
Related body corporate has the meaning given in the Corporations Law;
Respective Proportion in relation to a Shareholder means the
proportion that the number of Shares from time to time held or
beneficially owned by that Shareholder bears to the total number of
all the issued Shares from time to time;
Share means a share in the capital of the Company;
Share Subscription Agreement means the share subscription agreement
made between WRH, GWH, GWI, Wesfarmers and the Company with respect
to the subscription for Shares;
Shareholder means:
(a) subject to clause 21.1, WRH and GWH; and
(b) a party to this agreement that is the holder of one or more
Shares;
Subsidiary has the meaning given in Division 6 of Part 1.2 of the
Corporations Law.
Unanimous Resolution means a resolution:
(a) of Shareholders that is passed by 100% of the votes cast by
Shareholders entitled to vote on the resolution; or
(b) of Directors that is passed by more than 100% of the votes
cast by Directors entitled to vote on the resolution, as the
case might require;
Wesfarmers means Wesfarmers Limited ACN 008 984 049;
Interpretation
1.2 In this document unless the contrary intention appears:
(a) a reference to a clause, schedule or annexure is a reference
to a clause of or schedule or annexure to this document and
references to this document include any recital, schedule or
annexure;
(b) a reference to this document or another instrument includes
any variation or replacement of either of them;
(c) a reference to a statute, ordinance, code or other law
includes regulations and other instruments under it and
consolidations, amendments, re-enactments or replacements of
any of them;
(d) the singular includes the plural, the plural includes the
singular and any gender includes each other gender;
(e) the word person includes a firm, a body corporate, an
unincorporated association or an authority;
(f) a reference to a person includes that person's executors,
administrators, successors, substitutes (including persons
taking by novation) and assigns;
(g) an agreement, representation or warranty in favour of two or
more persons is for the benefit of them jointly and
severally;
(h) an agreement, representation or warranty on the part of two
or more persons binds them jointly and severally;
(i) if a period of time is specified and dates from a given day
or the day of an act or event, it is to be calculated
exclusive of that day;
(j) a day means the period of time commencing at midnight and
ending 24 hours later;
(k) a month means a calendar month;
(l) a reference to currency is a reference to Australian
currency;
(m) the president of a body or authority means the president or
other senior officer for the time being and includes any
person acting in that capacity; and
(n) including is deemed to be followed by the words, but not
limited to.
2. OBJECTIVES
Objectives
2.1 The objectives of the Shareholders in entering this
agreement are:
(a) to use their respective business skills, know how and
experience and expertise to manage and conduct the Business;
(b) to successfully operate the Australia West Rail Business in
conjunction with the other assets owned by the Company,
including the ASR and the Company's rights in relation to
the Xxxxx Springs -Darwin rail project; and
(c) to ensure that the Business is managed to maximise the value
of the Company.
Carrying out objectives
2.2 To carry out the objectives, each Shareholder must:
(a) be just and faithful and provide full information to each
other in relation to the affairs and activities of the
Business;
(b) do or cause to be done all things necessary or desirable to
carry out this agreement including casting votes as
Shareholders and causing their nominees to the Board to
carry out this agreement; and
(c) not unreasonably delay any action, approval, direction,
determination or decision required under this agreement.
2.3 Each party acknowledges that the current corporate structure of the
Company and its operating Subsidiaries is as set out in the structure
chart attached as schedule 2.
3. INITIAL CAPITAL OF THE COMPANY
Initial capital
3.1 On the date of this agreement, the parties are beneficially
entitled to the number of Shares set against each
Shareholder's name in Schedule 1.
4. BOARD OF DIRECTORS OF THE COMPANY AND SUBSIDIARIES
Number of Directors
4.1 The Company will have 6 Directors. WRH and GWH are each
entitled to appoint 3 of those Directors, and replace them
with new appointees from time to time.
Votes
4.2 Each Director is entitled to cast that proportion of the
total number of votes that may be cast at a Board meeting as
is equal to the proportion of Shares held by the Shareholder
who nominated the Director to the total number of shares at
the time the vote is taken.
Chairperson
4.3 The parties agree that despite anything to the contrary in
the constitution of the Company:
(a) for the period of 2 years commencing on the
Commencement Date the Chairperson of the Board
must be a Director appointed by GWH;
(b) for the following 2 years the Chairperson must
be a Director appointed by WRH;
(c) the Chairperson will alternate every 2 years between
being a Director appointed by GWH and a Director
appointed by WRH;
(d) the initial Chairperson will be Xxxxxxxx X.
Xxxxxx III, and
(e) the Chairperson will not have a casting vote.
Alternate Directors
4.4 Each Director may appoint in writing an alternate to attend,
speak and vote on that Director's behalf at all meetings of
the Board when that Director is absent until the appointment
is revoked in writing. An alternate director may attend and
speak at meetings of the Board where the appointing Director
is present, but the alternate is not entitled to vote at
a meeting at which the appointing Director is present.
Board meetings
4.5 The parties agree that:
(a) at least 4 meetings of the Board will take place
each Financial Year;
(b) additional Board meetings will be convened at
the written request of any Shareholder;
(c) meetings of the Board, other than those conducted as
described in paragraph (d), will be held in such
locations as are agreed from time to time;
(d) Board meetings may be conducted by telephone
conference, video conference or any similar means
of audio or audio-visual communication;
(e) at least 10 Business Days prior written notice of
Board meetings together with an agenda must be given
to all Directors, unless otherwise unanimously
agreed by the Directors;
(f) the agenda for Board meetings must be determined by
the Chairperson, except for Board meetings convened
at the request of a Shareholder where the agenda
may be determined by that Shareholder; and
(g) no resolution of the Board can be passed in respect
of any matter of which notice was not given in the
agenda for that meeting, unless otherwise
unanimously agreed by all of the Directors.
Directors' fees and expenses
4.6 Unless the Shareholders otherwise agree by Unanimous
Resolution:
(a) no Director will be paid director's fees; and
(b) Directors will not be reimbursed for expenses
incurred by them in attending Board meetings.
Quorum
4.7 A quorum for meetings of the Board will be constituted by
the attendance (in person or by alternate) of at least one
nominee appointed by WRH and at least one nominee appointed
by GWH.
Quorum not present
4.8 If a quorum is not present within 30 minutes of the time
specified for a meeting of the Board the meeting will be
adjourned to a date and time 7 days after the original time
of the meeting and at the same place as the original meeting
by written notice to all Directors. Any Directors in
attendance (in person or by alternate) at that adjourned
meeting, will constitute a quorum.
Subsidiaries
4.9 The Shareholders must procure that the composition of the
board of directors of any Subsidiary of the Company reflects
the ultimate beneficial shareholding of the Company.
5. DECISION MAKING
Powers of the Board
5.1 Except as otherwise specified in this agreement, the
constitution of the Company or the Corporations Law, the
Board will have full power to direct the activities of the
Company.
Voting generally
5.2 Except as otherwise specified in this agreement, the
constitution of the Company or the Corporations Law, all
decisions of the Shareholders and the Board will be made by
Unanimous Resolution.
Shareholder decisions
5.3 The parties agree that the following decisions can be made
only by Unanimous Resolution of Shareholders:
(a) amendment to the constitution of the Company;
(b) winding up the Company;
(c) reorganisation, reclassification, reconstruction,
consolidation or subdivision of the capital of the
Company or the creation of any different class of
securities in the capital of the Company;
(d) any buyback, redemption, reduction or cancellation
of shares or share capital;
(e) any change to the dividend and distribution policy
of the Company;
(f) the issue of any bonus Shares in the capital of the
Company;
(g) offering any securities in the capital of the
Company for subscription under clause 3.3;
(h) offering any securities in the capital of the
Company for subscription other than in accordance
with clause 3 (Issue of Shares);
(i) the Company entering into any arrangement to borrow
money;
(j) entering into any arrangement to give any guarantee,
mortgage, charge or other security over the assets
of the Company; or
(k) the registration or establishment of any
subsidiaries of the Company.
Board decisions
5.4 The parties agree that the following decisions can
be made only by Unanimous Resolution of Directors:
(a) the purchase or agreement to the purchase by the
Company of any asset or the making of any investment
with a value of $5 million or more or a commitment
to purchase in any one Financial Year a number of
assets or make a number of investments with an
aggregate value of $20 million or more;
(b) the sale or agreement to the sale of the major
undertaking of the Company including any asset with
a value of $2 million or more or a commitment to
sell in any one Financial Year a number of assets
with an aggregate value of $10 million or more;
(c) the Company entering into, amending or terminating
any long term contract or a contract with a value
(taking account of gross payments or receipts over
the life of the contract) of $100 million or more;
(d) entering into, overriding or terminating any
agreement between the Company, and any Shareholder
or an associate of a Shareholder;
(e) any change in strategic direction of the Company or
the commencement by the Company of any new business
other than the Business;
(f) the appointment or removal of the auditors of the
Company; or
(g) the delegation of any power of any board of the
Company including, without limitation, delegations
to the Chief Executive Officer and the establishment
by the Board of a committee.
6. MANAGEMENT
Day to day control
6.1 Subject to clause 5 (Decision making), the Business
will be managed on a day to day basis by the Chief
Executive Officer who will report and be responsible
to the Board for the activities and operations of
the Business.
Appointment of Officers
6.2 The initial Chief Executive Officer and the initial
Chief Operating Officer will be appointed by GWH.
Those persons may be employees of GWH seconded to
their respective positions.
6.3 The initial Chief Financial Officer will be
appointed by WRH. That person may be an employee of
Wesfarmers seconded to this position.
7. MANAGEMENT REPORTS
The Chief Executive Officer and Chief Operating Officer must
provide the Board with sufficient management information
reports to allow the Directors to monitor the conduct of the
Business, including
(a) a monthly status report from the Chief Executive
Officer of the Company and its subsidiaries as a
whole;
(b) a monthly report on the operations of the Business
from the Chief Operating Officer; and
(c) any other reports or statements that the Board may
reasonably require.
8. FINANCIAL REPORTS
The Chief Financial Officer must provide the Board with sufficient
management and financial information and reports to allow the
Directors to monitor the conduct of the Business, including:
(a) monthly management and financial reports incorporating an
unaudited profit and loss statement, cash flow statement and
balance sheet; and
(b) within one month after the end of each Financial Year and
each intervening six month period:
(i) a profit and loss statement and cash flow statement
for that six month period; and
(ii) a balance sheet as at the end of that six month
period,
in each case audited by the Company's auditors and in such
format as the Shareholders reasonably require; and
(c) any other reports or statements that the Board may
reasonably require.
9. ACCOUNTS AND AUDIT
Account and records
9.1 The Chief Financial Officer must ensure that the accounts,
records and accounting information of the Company are:
(a) maintained in accordance with the Corporations Law
and all other applicable laws;
(b) audited every six months by the Company's auditor;
(c) sufficient to enable GWH (and any parent entity) to
comply with applicable regulatory requirements in
the United States, including the Securities Xxxxxxxx
Xxx 0000 and generally accepted accounting
principles in the United States; and
(d) without limiting the generality of paragraphs (a),
(b) and (c) immediately above, are in accordance
with generally accepted accounting principles,
procedures and practices in Australia which have
been consistently applied.
Access to records
9.2 Each Shareholder is entitled to full access during normal
business hours and at its own cost to inspect all the books,
accounts and records of the Company. Access may be
exercised through an employee of, or consultant or adviser
to, the Shareholder, subject to the requirements of
confidentiality set out in clause 20 (Rights to
information).
Audit committee
9.3 The Shareholders agree to procure that the Board establishes
an audit committee with appropriate terms of reference.
Auditor
9.4 The auditor of the Company will be a member of the firm of
Xxxxxx Xxxxxxxx, Perth.
10. DIVIDEND POLICY
The parties must procure that the Board adopts a policy of
distributing to the Shareholders all distributable profits of the
Company generated by the operations of the Business, consistent with
prudent financial management, the orderly retirement of debt
(including subordinated debt), the taxation, working capital, banking
covenants and operational requirements of the Company and the terms
of all loan agreements under which the Company Group has borrowings
provided that the Company must first distribute all distributable
profits of the Company in order to clear the Company's franking
credits, subject to the requirements of the Company's financiers.
11. OTHER BUSINESS
11.1 Subject to clause 11.2, the Shareholders agree that nothing
in this agreement shall prohibit any Shareholder from
engaging in any other business activity including any
business activity that is similar to the Business.
11.2 If a Shareholder becomes aware of any railroad investment or
rail related business opportunity in Australia then it must
advise the Company of such opportunity and the Shareholder
is entitled to pursue any such opportunity only after the
Company has advised it in writing that the Company does not
wish to do so.
12. NETWORK COMPANY
12.1 The parties undertake to establish the Network Company in
accordance with the requirements of the Act.
12.2 In particular the parties will do or cause to be done all
things necessary or desirable to ensure that:
(a) the Network Company is not involved in providing
train services; and
(b) the constitution of the Network Company includes
appropriate provisions preventing disclosure of
confidential information in accordance with the
requirements of the Act.
13. ACCESS REGIME
The parties undertake to ensure that the Company complies with the
requirements of the Access regime. The parties must do or cause to
be done all things necessary or desirable towards this end. However,
nothing in this clause 13 requires a party to provide financial
accommodation to the Company or any of its Subsidiaries.
14. TRANSFER OF SHARES
Transfers -initial 3 years
14.1 A Shareholder must not directly or indirectly sell or
transfer any legal or beneficial interest in any of its
Shares, or become subject to a dealing that would trigger
clause 16 (Change in effective control of a Shareholder)
during the period that commences on the Commencement Date
and ends 3 years after the Commencement Date, except where:
(a) each of the following apply:
(i) the transaction is a direct sale or
transfer and not an indirect sale or
transfer or a dealing to which clause 16
applies;
(ii) the Shareholder has complied with clause 15
and the sale or transfer is pursuant to
clause 15.11; and
(iii) the Shares held by the Shareholder after
the sale or transfer, when aggregated with
Shares held by wholly owned Subsidiaries of
the Shareholder, total not less than 25.6%
of all of the issued Shares of the Company;
or
(b) the purchaser, transferee or other party to the
dealing is a wholly owned Subsidiary of the
Shareholder, GWH's Parent or Wesfarmers' Parent.
Transfers-after initial 3 years
14.2 Following the 3 year period referred to in clause 14.1, a
Shareholder must not directly or indirectly sell or transfer
any legal or beneficial interest in its Shares except where:
(a) the sale or transfer is a transaction permitted
under clause 14.1;
(b) the Shareholder has complied with clause 15 and the
sale or transfer is pursuant to clause 15.11, or
the transaction is a dealing that is undertaken in
accordance with clause 16 (Change in effective
control of a Shareholder);
(c) the sale or transfer is undertaken in accordance
with clause 18 (Public float) or clause 22
(Default); or
(d) the sale or transfer has the written agreement of
each Shareholder.
Encumbrances
14.3 A Shareholder must not provide its Shares as security or
create any encumbrance over them in favour of any person,
except with the written approval of each other Shareholder.
Restrictions on transfers
14.4 A Shareholder must not transfer any legal or beneficial
interest in its Shares if the transfer would breach or be an
event of default under any provision of the Company's
lending facilities. Each Shareholder indemnifies and holds
harmless all other Shareholders from and against any claims,
damages, expenses (including legal costs on a solicitor and
own client basis) or losses of any kind whatever arising out
of a breach of this clause 14.4.
14.5 Any purchaser or transferee of Shares pursuant to this
clause 14 or to clause 15 must agree to be bound by this
agreement as contemplated by clause 17 and following a
purchase or transfer all references in this agreement to the
Shareholders, WRH or GWH (as the case may require) will be
construed as references to that purchaser or transferee.
15. RIGHT OF FIRST REFUSAL
Permitted transfer
15.1 A Shareholder (Transferor) may sell some or all of its
Shares (Transfer Shares) pursuant to this clause 15.
Transfer Notice
15.2 The Transferor must give a notice (Transfer Notice) to the
Board stating that it wishes to sell the Transfer Shares and
must specify in the Transfer Notice:
(a) the number of Transfer Shares it wishes to sell; and
(b) the price for which it wishes to sell the Transfer
Shares, which must be a single instalment cash price
(Transfer Price); and
(c) the date that is 30 Business Days after the date of
the Transfer Notice (Closing Date).
15.3 As soon as practicable after receipt of the Transfer Notice,
the Board must give a copy of the Transfer Notice to each
Shareholder other than the Transferor. The Transferor and
each other Shareholder must then consult with each other and
with relevant third parties in good faith for a period of
not less than 20 Business Days with a view to securing for
each other Shareholder an opportunity of selling their
Shares on the same basis as the Transferor.
Right of first refusal
15.4 The succeeding provisions of this clause 15 apply with
effect from the end of the consultation period of 20
Business Days referred to in clause 15.3 unless the
Transferor and each other Shareholders have reached a
written agreement to the contrary.
15.5 At the expiration of the consultation period of 20 Business
Days referred to in clause 15.3, the Transfer Notice
commences to have effect as an offer of the Transfer Shares
to all other Shareholders (Remaining Shareholders). Subject
to clause 15.10, the Closing Date is the latest date by
which the offer may be accepted by Remaining Shareholders.
Acceptance of offers
15.6 A Remaining Shareholder may accept the offer for some or all
of the Transfer Shares or reject it by giving written notice
to the Board. Each acceptance is unconditional and
irrevocable. A Remaining Shareholder who offers to purchase
a stated number of Transfer Shares is also to be deemed to
have offered to purchase a lesser number of Transfer Shares
allocated to it under this clause 15. If no acceptance is
received by the expiry of the Closing Date the Remaining
Shareholder will be deemed to have rejected that offer.
Conditional acceptance
15.7 A Remaining Shareholder may accept the offer for a specified
number of Transfer Shares under clause 15.4 subject to the
condition that on completion of the transfer of the Transfer
Shares under clause 15.8, the Respective Proportion of the
Remaining Shareholder will not exceed a percentage specified
by that Remaining Shareholder in the acceptance. The Board
must reduce the number of Transfer Shares which would
otherwise be transferred to that Remaining Shareholder under
clause 15.8 to fulfil the condition.
Apportionment of Transfer Shares
15.8 If there are insufficient Transfer Shares to satisfy
acceptances from all Remaining Shareholders, the Transfer
Shares will be apportioned between the Remaining
Shareholders by reference to the proportions that their
Respective Proportions bear to each other. If such an
apportionment would result in a greater number of Shares
being transferred to a Remaining Shareholder than is
specified in its acceptance, the excess must be reallocated
amongst the other Remaining Shareholders who have lodged
acceptances by reference to the proportions that their
Respective Proportions bear to each other. Any remaining
Shares must be dealt with in accordance with clauses 15.9
and 15.10 below.
15.9 If the number of acceptances from Remaining Shareholders for
the Transfer Shares does not exceed 90% of the Transfer
Shares:
(a) the number of Transfer Shares that have been
accepted by the Remaining Shareholders must be
transferred to those Remaining Shareholders; and
(b) the Transferor may sell all of the remaining
Transfer Shares in accordance with clause 15.12.
15.10 If the number of acceptances from Remaining Shareholders for
the Transfer Shares is equal to or greater than 90% of the
Transfer Shares:
(a) the Board must as soon as practicable give to each
Remaining Shareholder a notice in writing:
(i) setting out the number of Transfer Shares
that have not been accepted (for the
purposes of this clause 15.10, the Second
Offer Shares);
(ii) offering the Second Offer Shares to the
Remaining Shareholders at the Transfer
Price;
(b) each Remaining Shareholder has a period of 5
Business Days from the date of the notice to accept
the Second Offer Shares;
(c) if the number of acceptances for the Second Offer
Shares exceeds the number of Second Offer Shares,
the Second Offer Shares are to be apportioned
between accepting Remaining Shareholders by
reference to the proportions that the Respective
Proportions bear to each other; and
(d) if the number of acceptances for the Second Offer
Shares is less than the number of Second Offer
Shares, the Transferor may sell all of the Transfer
Shares to a single purchaser and otherwise in
accordance with clause 15.15.
Notification
15.11 Within 5 Business Days of the Closing Date, the Board must
notify the Transferor and any Remaining Shareholder who has
accepted an offer of the number of Shares allocated to each
Remaining Shareholder.
Completion
15.12 Completion of the transfer of Transfer Shares must take
place within 10 Business Days of the Closing Date (or within
15 Business Days of the Closing Date if clause 15.10
applies) at the Company's registered office. At completion:
(a) the Remaining Shareholder(s) must purchase the
relevant number of Transfer Shares allocated to that
Remaining Shareholder by delivering a bank cheque in
payment of the Transfer Price for the relevant
number of Transfer Shares to the Transferor; and
(b) the Transferor must deliver to the Remaining
Shareholder(s) the certificate(s) relating to the
Transfer Shares and a duly executed transfer of the
Transfer Shares.
Default
15.13 If a Transferor defaults in transferring Shares in
accordance with clause 15.8, the Board must on written
direction from the Remaining Shareholder(s):
(a) receive the Transfer Price for the Transfer Shares
from the Remaining Shareholder on behalf of the
Transferor;
(b) give to the Remaining Shareholder a valid receipt of
the Transfer Price for the Transfer Shares on behalf
of the Transferor;
(c) authorise on behalf of the Transferor a person to
execute transfers of the Transfer Shares in favour
of the Remaining Shareholder;
(d) register the Remaining Shareholder as the holder of
the Transfer Shares; and
(e) take all further action necessary to complete the
transfer of the Transfer Shares.
Withdrawal of Transfer Notice
15.14 The Transferor must not withdraw the Transfer Notice.
Third party transfer
15.15 Where this clause applies, the Transferor may transfer the
Transfer Shares to a third party on terms and conditions
which are no less favourable to the Transferor than the
terms and conditions set out in the Transfer Notice at any
time before the expiry of 6 months after the date of the
Transfer Notice.
16. CHANGE IN EFFECTIVE CONTROL OF A SHAREHOLDER
Meaning of change in effective control
16.1 In this clause 16, a change in the effective control of a
Shareholder occurs if:
(a) any single person who held directly or indirectly
through a Controlled Entity more than 50% of the
Voting Power in that Shareholder on the date that
the Shareholder first became a Shareholder ceases to
hold that Voting Power; or
(b) any person who on the date that the Shareholder
first became a Shareholder did not hold more than
50% of the Voting Power in that Shareholder becomes
directly or indirectly through a Controlled Entity
the holder of more than 50% of the Voting Power in
that Shareholder.
In this clause:
Controlled Entity means an entity that is controlled by another
within the meaning of section 50AA of the Corporations Law; and
Voting Power has the meaning given to it by section 610 of the
Corporations Law.
Change in the effective control
16.2 Subject to clause 16.5, if there is a change in the
effective control of a Shareholder, that Shareholder:
(a) must immediately notify each other Shareholder and
the Board; and
(b) whether or not it so notifies, will be deemed to
have notified each other Shareholder that it wishes
to transfer all of the Shares held by it for a cash
consideration equal to the value of the Shares
determined by an Independent Valuer in accordance
with schedule 3 (Independent valuation).
Independent valuation
16.3 Within 10 Business Days of:
(a) receiving notice under clause 16.2(a); or
(b) becoming aware that there has been a change in the
effective control of a Shareholder, the Board must
comply with the requirements of schedule 3
(Independent valuation) to obtain an independent
valuation of the Shares.
Right of first refusal
16.4 On receiving the determination by the Independent Valuer of
the independent valuation of the Shares, the Board must
offer the Shares held by that Shareholder to all other
Shareholders at a price equal to the independent valuation
of the Shares in accordance with the procedure set out in
clauses 15.4 (Right of first refusal) to 15.15 (Third party
transfer).
Exception
16.5 This clause 16 does not apply to a change in the effective
control of a Shareholder if:
(a) that change is a result of an acquisition or
disposal of shares in Wesfarmersor GWI; and
(b) immediately prior to the acquisition or disposal,
shares in Wesfarmersor GWI (as the case requires)
were listed on an Approved Stock Exchange.
For the purposes of this clause 16.5, an Approved Stock
Exchange is a stock exchange approved by the Australian
Securities and Investments Commission pursuant to section
257B(7) of the Corporations Law.
17. ADDITIONAL SHAREHOLDERS
Notwithstanding anything else in this agreement, the Shareholders
agree that new or additional Shareholders will only be permitted
where they have agreed in writing with each existing Shareholder and
the Company to be bound by the terms of this agreement and the
constitution of the Company.
18. PUBLIC FLOAT
Public Listing
18.1 The current intention of the Shareholders is to establish a
liquid market for their investment in the Company through a
public offering of shares in the Company (Listing Shares)
and public listing of those Listing Shares on the ASX within
5 years after the date of this agreement (Public Listing).
However, each Shareholder acknowledges that proceeding with
a Public Listing, the timing of a Public Listing and the
terms of the Public Listing will depend, amongst other
things, on market conditions prevailing from time to time.
Participation in Public Listing
18.2 The Shareholders acknowledge that as part of any Public
Listing it may be necessary or desirable for them to sell a
portion of the Shares in their Respective Proportions in
order to achieve a ready market in Listing Shares.
Quotation of Shares
18.3 It is intended that all Listing Shares will receive
quotation on the ASX as part of the Public Listing.
The importance of future expansion of the Business
18.4 Each Shareholder acknowledges:
(a) the potential for the future expansion of the
Business and growth in capital and income returns;
(b) that expansion of the Business is a matter of
considerable importance to the Shareholders as a
group and an incentive for each of them to enter
into this Agreement; and
(c) that expansion is likely to require additional
capital.
General principle
18.5 The Shareholders undertake to take such steps as might
reasonably be required to ensure that the Company has a
sufficient capital base from which to take advantage of
opportunities for the future expansion of the Business.
Specific measures
18.6 Without limiting the generality of clause 18.5, from time to
time when an opportunity to expand the Business of the
Company arises (for the purposes of clauses 18.6 and 18.7, a
prospective investment), the Shareholders agree (in a
descending order of precedence):
(a) as a first step, to seek to raise additional debt on
terms that are comparable to terms available for the
financing of projects that are of a similar scale
and have a similar risk rating to the prospective
investment;
(b) as second step, where debt is not available or is
not available on the terms referred to in clause
18.6(a), to subscribe pro-rata for further equity in
the Company; and
(c) As a third step, to encourage and seek to introduce
additional Shareholders under the terms of this
Agreement.
Failure by a Shareholder to contribute
18.7 This clause 18.7 applies where:
(a) Shareholders have agreed by Majority Resolution to
subscribe pro-rata for further equity in the Company
in the circumstances contemplated by clause 18.6(b);
(b) one or more Shareholders subscribe for that further
equity in accordance with their pro-rata
entitlements (each a Contributing Shareholder); and
(c) one or more Shareholders elect not to subscribe for
that further equity (each a Non-Contributing
Shareholder).
Where this clause applies, Contributing Shareholders may
subscribe for the pro-rata entitlements of Non-Contributing
Shareholders on terms that:
(i) the subscription price payable by Contributing
Shareholders is 90% of the subscription price that
would have been payable by Non-Contributing
Shareholders (and that, for the avoidance of doubt,
would have been the subscription price payable by
each Contributing Shareholder with respect to its
pro-rata entitlement); and
(ii) the number of Shares (or other equity interests)
that Contributing Shareholders are entitled to
subscribe for is increased so that the aggregate
subscription price payable by the Contributing
Shareholders is equal to the price that would have
been payable by the Non-Contributing Shareholders
had they been Contributing Shareholders.
18.8 Each Shareholder acknowledges for the benefit of the others
that the provisions of clause 18.7 are:
(a) reasonable in the circumstances of this Agreement;
(b) form part of a bargained for position; and
(c) form an important incentive for each Shareholder to
enter into this agreement.
19. RESOLUTION OF DISPUTES/ARBITRATION
No proceedings
19.1 A party must not start court proceedings (except proceedings
seeking interlocutory relief) in respect of a dispute
arising out of this agreement or between the Directors
(Dispute) unless it has complied with this clause.
Notification of Dispute
19.2 A party claiming that a Dispute has arisen must notify each
other party to the Dispute giving details of the Dispute.
Best efforts to resolve Dispute
19.3 During the 5 day period after a notice is given under clause
19.2 (or longer period unanimously agreed in writing by the
parties to the Dispute) (Initial Period) each party to the
Dispute (Disputant) must use its best efforts to resolve the
Dispute.
Referral to Chief Executive Officers
19.4 If the Disputants are unable to resolve the Dispute within
the Initial Period, each Disputant agrees that the Dispute
must be referred at the request of any Disputant, to the
respective chief executive officers or chief operating
officers of Wesfarmers and GWI.
Termination of Dispute resolution process
19.5 After the Initial Period, a Disputant that has complied with
clause 19.4 may terminate the dispute resolution process by
giving notice to each other Disputant. Once the dispute
resolution process has been terminated, each Disputant is
entitled to commence legal proceedings or take such other
steps as it might consider appropriate.
Breach of this clause
19.6 If, in relation to a Dispute, a Disputant breaches any
provision of clauses 19.1 to 19.4, each other Disputant need
not comply with clauses 19.1 to 19.4 in relation to that
Dispute.
Dispute relating to budget or business plan
19.7 Where a Dispute relates to:
(a) an approved budget or business plan; or
(b) a proposed budget or business plan,
then, notwithstanding the other provisions of this clause
19, for the duration of the Dispute (including any
proceedings commenced as a result of the Dispute) the
Disputants agree to act in accordance with:
(c) the previously undisputed practice in relation to
the approved budget or business plan; or
(d) the existing budget or business plan, as the case
requires.
20. RIGHTS TO INFORMATION
Rights to information
20.1 Subject to clause 20.2 the parties agree that each
Shareholder is entitled to copies of any information in
relation to the Business received by the Director nominated
by that Shareholder (Shareholder Information).
Confidentiality
20.2 The parties agree that the Shareholder Information is
confidential and each Shareholder must:
(a) keep confidential the Shareholder Information;
(b) use the Shareholder Information solely in relation
to or in the best interests of the Business; and
(c) disclose the Shareholder Information only to those
of its employees, advisors, related bodies corporate
and shareholders who have a need to know (and only
to the extent each has a need to know) and who are
aware and agree that the Shareholder Information
must be kept confidential.
Exceptions
20.3 The obligations of confidentiality under this agreement do
not extend to information that (whether before or after this
agreement is executed):
(a) is disclosed to a party under this agreement, but at
the time of disclosure is rightly known to that
party and not subject to an obligation of
confidentiality on that party;
(b) at the time of disclosure is within the public
domain or after disclosure comes into the public
domain other than by a breach or breaches of any
obligation under this clause 20; or
(c) is required by law or the rules of any securities
exchange or government or regulatory instrumentality
(whether in Australia or elsewhere, and includes for
the avoidance of doubt any rule or regulation
promulgated by the Securities Exchange Commission)
to be disclosed and the party required to make the
disclosure ensures that information is disclosed
only to the extent required.
21. TERMINATION
Termination
21.1 This agreement will terminate:
(a) by mutual agreement of all Shareholders;
(b) in respect of a Shareholder when it does not hold
any Shares;
(c) if the Company is wound up by resolution of
Shareholders or an order of a Court; or
(d) if the Company is listed on ASX.
Without prejudice
21.2 Termination of this agreement under clause 21.1 will be
without prejudice to any accrued rights of the parties.
Continuing obligations
21.3 Each party agrees that after termination of this agreement,
the obligations under clause 20 (Rights to information) will
remain in force.
22. DEFAULT
Events of default
22.1 An event of default occurs in relation to a party if:
(a) the party breaches any provision of this agreement
and:
(i) does not remedy that breach within 30 days
after receiving a notice of that breach
from another party requesting the breach to
be remedied; or
(ii) both of the following apply:
(A) the breach is incapable of being
remedied; and
(B) the breach has a material adverse
affect on the Company or on a
Shareholder or on the business of
either of them.
(b) the party has:
(i) a petition presented against it (that is
not discharged or withdrawn within 10
Business Days of its presentation), an
order made, a resolution passed or a
meeting summoned or convened to consider a
resolution for its winding up;
(ii) a receiver appointed over its assets or
undertaking or any part of them and that
receiver is not removed within 10 Business
Days;
(iii) any execution of other process of any Court
or authority issued against or levied upon
any of its assets in any amount in excess
of 10% of its shareholders funds and that
execution or process is not discharged or
withdrawn within 60 Business Days of the
date of issue;
(iv) ceased to pay its debts or suspended
payment generally or would cease or
threaten to cease to carry on its business
or become insolvent or become or be unable
to pay its debts as and when they become
due and payable;
(v) an official manager, trustee, voluntary
administrator, liquidator or provisional
liquidator appointed for all or any part of
its assets or undertaking; or
(vi) entered into or resolved to enter into an
arrangement, composition or compromise with
or assignment for the benefit of its
creditors generally or any class of
creditors or proceedings are commenced to
sanction such an arrangement, composition
or compromise other than for the purposes
of a bona fide scheme of solvent
reconstruction or amalgamation.
Consequence of default
22.2 If any event of default occurs in relation to a
party (Defaulting Party), at the election of any
other party by giving written notice to all parties:
(a) all rights attaching to Shares held by the
Defaulting Party will be suspended until
the default is remedied (and, if the
default is not capable of remedy, will be
suspended indefinitely); and
(b) the Defaulting Party will be deemed to have
notified the Board that it wishes to
transfer the Shares held by it for a cash
consideration equal to the value of the
Shares as determined by an Independent
Valuer in accordance with schedule 3
(Independent valuation).
Independent valuation
22.3 Within 10 Business Days of receiving notice from a
party that an event of default has occurred in
relation to the Defaulting Party, the Board must
comply with the requirements of schedule 3
(Independent valuation) to obtain an independent
valuation of the Shares held by the Defaulting Party.
Right of first refusal
22.4 On receiving the determination by the Independent Valuer of
the independent valuation of the Shares, the Board must
offer the Shares held by the Defaulting Party to all other
Shareholders at a price equal to the independent valuation
of the Shares in accordance with the procedure set out in
clauses 15.4 (Right of first refusal) to 15.15 (Third party
transfer).
Other remedies
22.5 Clause 22.2 is in addition to and not to the exclusion of
any other rights or remedies that the other parties may have
against a Defaulting Party.
23. ACKNOWLEDGMENT AND WARRANTIES
Representations & warranties
23.1 Each party represents and warrants to the other that:
(a) (registration) it is a company duly registered and
validly existing under the laws of the country of
its registration;
(b) (corporate power) it has the corporate power to
enter into and perform its obligations under this
agreement and to carry out the transaction
contemplated in this agreement;
(c) (corporate action) it has taken all necessary
corporate action to authorise the entry into and
performance of this agreement and to carry out the
transaction contemplated by this agreement;
(d) (binding obligation) this document is its valid and
binding obligation; and
(e) (no contravention) neither the execution and
performance by it of this agreement nor any
transaction contemplated under this agreement will
violate in any respect any provision of:
(i) its constituent documents; or
(ii) any other document, agreement or other
arrangement binding upon it or its assets.
Disclaimer
23.2 Each party acknowledges that:
(a) it has relied on its own enquiries in respect of all
matters relating to this agreement and has not
relied on any representation, warranty, condition or
statement made by or on behalf of any other party
other than as set out in this agreement;
(b) any conditions or warranties which may otherwise be
implied by law into this agreement are expressly
excluded to the extent permitted by law; and
(c) each party releases the other party from all
actions, claims, demands and liability which it may
have or claim to have, or but for this release, it
might have had against the other party arising out
of any representation, warranty, covenant or
provision not set out or referred to in this
agreement.
24. CONFLICT WITH CONSTITUTION
If there is any conflict between the provision of this agreement and
the constitution of the Company, the provisions of this agreement
prevail. On receipt of a written request from any party, all parties
must take all necessary steps to amend any inconsistency in the
constitution of the Company.
25. ATTORNEYS
Where this agreement is executed on behalf of a party by an attorney,
that attorney by executing declares and warrants that the attorney
has been duly appointed and has no notice of the revocation of the
power of attorney under the authority of which the attorney executes
the agreement on behalf of that party.
26. GENERAL PROVISIONS
Notices
26.1 A notice, approval or other communication to be given under
this document:
(a) is to be in writing signed by the party giving it or
that party's solicitor or agent;
(b) may be left at or posted to the address of the party
to whom it is given, or sent by facsimile
transmission to that party's facsimile number, in
each case as stated below:
WRH address Xxxxx 00, Xxxxxxxxxx Xxxxx
00 Xxx Xxxxxxxxx
Xxxxx Xxxxxxx Xxxxxxxxx 0000
Facsimile number (00) 0000 0000
GWH's address care of Xxxxxxx Xxxxxxxx
Xxxxx 00
000 Xx Xxxxxxx Xxxxxxx
Xxxxx Xxxxxxx Xxxxxxxxx 6000]
Facsimile number (00) 0000 0000
Company's address 000 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxxxxx 0000
Facsimile number (00) 0000 0000
(c) takes effect from the time it is received; and is
taken to have been received as follows:
(i) if left at an address, at the time it is
left;
(ii) if posted, on the second (fifth, if posted
to or from a place outside of Australia)
Business Day after posting;
(iii) if sent by facsimile, on the next Business
Day after it is sent unless the sender is
aware that the transmission is defective.
Costs and stamp duty
26.2 Each party agrees to bear its own legal and other costs and
expenses in connection with the preparation, signature and
completion of this document and of other related
documentation, except stamp duty.
The Company is to pay any stamp duty, including any fines,
penalties and interest, payable in connection with this
document.
Waiver and Variation
26.3 A provision of or a right created under this document may
not be:
(a) waived, except in writing signed by the party
granting the waiver; or
(b) varied, except in writing signed by all parties.
Remedies cumulative
26.4 The rights, powers and remedies provided in this document
are cumulative with and not exclusive of the rights, powers
and remedies provided by law independently of this document.
Entire agreement
26.5 This agreement and the Share Subscription Agreement
constitute the entire agreement between the parties about
the subject matter of this agreement and any previous
agreements, including the MOU, understandings and
negotiations on that subject matter cease to have effect.
Severance
26.6 If any provision of this document or the application of that
provision to any person or circumstance is or becomes
invalid or unenforceable, then the remaining provisions of
this document are not affected and are valid and enforceable
to the fullest extent permitted by law. This clause has no
effect if the severance alters the basic nature of this
document.
Governing law and jurisdiction
26.7 This document is governed by the law in force in the State
of Western Australia and each party irrevocably submits to
the non-exclusive jurisdiction of the courts of that State.
Exercise of rights
26.8 A party may exercise a right, power or remedy (in this
clause, collectively a right) at its discretion. The
exercise of a right does not prevent the further exercise of
that right or the exercise of any other right. Failure to
exercise a right is not to be taken as a waiver of that
right.
Approvals and Consents
26.9 Where this document provides for a party to give its
approval or consent, the party may give it conditionally or
unconditionally or withhold it, unless this document
otherwise provides.
No Merger
26.10 The warranties, undertakings and indemnities in this
document do not merge on settlement.
Payments
26.11 A party liable to make a payment under this document is to
make the payment without set off, counterclaim or deduction.
The party to whom a payment is to be made need not make a
demand for payment unless a demand is expressly required.
Further assurance
26.12 Each party is to do, at its own expense, on the request of
the other party, everything reasonable necessary to give
effect to this document and the transactions contemplated by
it.
Publicity
26.13 A party may not make press or other announcements relating
to this document or the transactions for which it provides
without the approval of the other party, unless that
announcement is required by law or a stock exchange.
Assignment
26.14 Rights arising out of or under this agreement are not
assignable by any Party without the prior written consent of
the other parties.
Amendment
26.15 No amendment or variation of this agreement is valid or
binding on a Party unless made in writing and executed by
all parties.
Counterparts
26.16 This agreement may be executed in a number of counterparts.
All counterparts together will be taken to constitute one
instrument.
Exclusion of implied relationships
26.17 The Shareholders agree that:
(a) the rights, duties and obligations of the
Shareholders under this agreement are several and
not joint or joint and several;
(b) nothing in this agreement will constitute or be
construed to constitute a Shareholder as the
partner, agent, employee or representative of
another Shareholder; and
(c) a Shareholder has no authority to act for or to
create or assume any responsibility for or
obligation of another Shareholder.
EXECUTED AS AN AGREEMENT
THE COMMON SEAL of WESFARMERS RAILROAD
HOLDINGS PTY LTD ACN 008 705 986 is affixed
in accordance with its constitution in the
presence of:
/s/ Xxxxx Xxxxxx /s/ Xxxx Xxxxxx
-------------------------------- -----------------------------
Signature of authorised person Signature of authorised person
Attorney Legal Secretary
-------------------------------- -----------------------------
Office held Office held
Xxxxx Xxxxxx Xxxx Xxxxxx
-------------------------------- -----------------------------
Name of authorised person Name of authorised person
(block letters) (block letters)
THE COMMON SEAL of GWI HOLDINGS PTY
LTD ACN 094 819 806 is affixed in
accordance with its constitution in
the presence of:
/s/ Ian XX Xxxxxxxx /s/ CJM Hilton
-------------------------------- ------------------------------
Signature of authorised person Signature of authorised person
Attorney Group Treasurer
-------------------------------- ------------------------------
Office held Office held
Ian XX Xxxxxxxx CJM Hilton
-------------------------------- ------------------------------
Name of authorised person Name of authorised person
(block letters) (block letters)
THE COMMON SEAL of AUSTRALIAN RAILROAD
GROUP PTY LTD ACN 080 579 308 is affixed
in accordance with its constitution in
the presence of:
/s/ Ian XX Xxxxxxxx /s/ CJM Hilton
--------------------------------- ------------------------------
Signature of authorised person Signature of authorised person
Attorney Group Treasurer
--------------------------------- ------------------------------
Office held Office held
Ian XX Xxxxxxxx CJM Hilton
--------------------------------- ------------------------------
Name of authorised person Name of authorised person
(block letters) (block letters)
