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DATED 20 April 1998
(1) CAMELOT GROUP plc
(2) GTECH UK LIMITED
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AGREEMENT
for the purchase by
Camelot Group plc
of 11,250,000 of its own shares
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XXXXXXX XXXXXXX
Xxxxx Xxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: 0000-000 0000
Fax: 0000-000 0000
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THIS AGREEMENT is made the 20 day of April 1998 BETWEEN:
(1) GTECH UK LIMITED whose registered office is at Xxxxxxxx Xxxxx, 0 Xxxx
Xxxxxx, Xxxxxx X0 (xxx "Seller"); and
(2) CAMELOT GROUP of Xxxxxxx Xxxx, Xxxxxxx, XX0 0XX a company registered in
England under No. 2822203 (the "Company").
RECITALS
(A) The Company is a public company incorporated in England on 27th May 1993
with limited liability under the Companies Xxx 0000.
(B) At the date hereof the Seller is the registered holders and beneficial
owners of an aggregate of 11.250,000 ordinary shares of P1 each in the
capital of the Company (the "Sale Shares").
(C) A draft of this agreement has been available for inspection by members of
the Company for not less than 15 days ending with the date of the meeting
at which the resolution referred to at (D) below will be proposed and at
the meeting itself.
(D) This agreement will only be effective if a special resolution approving
the terms of this agreement (and passed before its execution) is so passed
by special resolution by members of the Company entitled to attend and
vote at general meetings of the Company (other than that Shareholder to
which the resolution relates) at the EGM to be held on 15 April 1998.
(E) The Company is empowered under its articles of association to purchase its
own shares.
(F) The purchase consideration is to be provided by the Company out of the
distributable profits of the Company in accordance with section 160(1)(a)
Companies Xxx 0000.
(G) Following the purchase of the Sale Shares hereunder the Sale Shares are to
be treated as cancelled.
(H) The members of the Company have agreed to waive their rights of preemption
under article 33 of the articles of association of the Company in relation
to the sale by the Seller of the Sale Shares to the Company.
(I) The Company wishes to purchase and the Seller wishes to sell the Sale
Shares on the terms of this agreement.
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NOW IT IS HEREBY AGREED as follows:
1. Interpretation
1.1 A reference in this agreement to the singular includes a reference to the
plural and vice versa and a reference to the masculine includes a
reference to the feminine and neuter and a reference to a person includes
a reference to a company as well as any legal or natural person.
1 2 The construction of this agreement is not to be affected by any
heading.
1.3 References to this agreement include references to the schedule to this
agreement.
2. Sale of shares and purchase consideration
2.1 Subject to the terms of this agreement, the Seller as beneficial owner
shall sell the number of Sale Shares set opposite its name in column (2)
of the schedule and the Company shall buy such Sale Shares, free from all
options, liens, charges and incumbrances.
2.2 The aggregate consideration for the sale of the Sale Shares shall be the
sum of P51 million which shall be paid as set out in sub-clause 3.1(b).
2.3 With effect from the signing of this agreement, the Seller shall, for so
long as he remains the holder of any of the Sale Shares, hold the Sale
Shares as a bare trustee of the Company.
3. Completion
3.1 Completion of the purchase of the Sale Shares shall take place forthwith
upon the signing hereof and completion shall be effected by:
(a) the Seller delivering to the Company the share certificates
representing its holdings of the Sale Shares as set out in column
(2) of the schedule; and
(b) against such delivery by the Seller, the Company delivering to each
of the Seller a Company cheque or cash full settlement of purchase
price by wire transfer by close of business UK time on the
completion date (15 April 1998) for the amount of the purchase price
set out opposite his name in column (3) of the Schedule and made
payable, in the case of a Company cheque, to the Seller.
3.2 As soon as reasonably practicable after completion of the sale and
purchase of the Sale Shares in accordance with clause 3.1 the Company
shall procure that its register of members shall be altered so as to show:
(a) that the Seller has sold the Sale Shares registered in his name to
the Company and has thereby ceased to hold those Sale Shares; and
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(b) that the Sale Shares have been cancelled.
3.3 In the event of any failure by the Seller duly to deliver up at completion
the certificates in respect of the Sale Shares, the Company shall, that
notwithstanding but subject always to the Company complying with the
provisions of sub-clause 3.1(b) above, be authorised to cancel the Sale
Shares in respect of which certificates have not been delivered and
procure that its register of members is altered accordingly.
4. Costs
The Company shall pay all stamp duties falling due in respect of the
completion of the purchase of the Sale Shares in accordance with this
agreement.
Each of the parties shall bear their own costs and charges relating to
this agreement.
5. Governing Law
This agreement shall be construed and interpreted in all respects in
accordance with the law of England to the non-exclusive jurisdiction of
which the parties agree to submit.
6. Counterparts
This agreement may be executed in any number of counterparts and by the
several parties hereto on separate counterparts each of which when so
executed and delivered shall be an original, but all the counterparts
shall constitute one and the same instrument.
7. General
7.1 The Seller shall execute such documents and waivers and generally do
everything further reasonably required by the Company effectively to
transfer to the Company the Sale Shares and all the Seller's right and
title thereto and interest therein.
7.2 This agreement comprises the entire agreement between the parties in
relation to the matters referred to herein (none of the parties having
relied on any representation made by any other party which is not
contained in this agreement) and supersedes any previous agreement or
arrangement between the parties hereto in relation to the sale and
purchase of the Sale Shares and the parties acknowledge that no claim
shall arise in respect of any agreement or arrangement so superceded.
7.3 Any variation of this agreement shall be binding only if it is recorded in
a document signed by each of the parties hereto and approved by a special
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resolution passed by the members of the Company in accordance with section
164(7) Companies Xxx 0000.
AS WITNESS the hands of the parties hereto or their duly authorised
representatives the day first above written.
Signed by )
on behalf of [ILLEGIBLE]
Camelot Group plc )
Signed by )
on behalf of
GTECH UK Limited )
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AS WITNESS the hands of the parties hereto or their duly authorised
representatives the day first above written
Signed by )
on behalf of
Camelot Group plc )
Signed by /s/ W.Y. X'Xxxxxx )
on behalf of W.Y. X'XXXXXX )
GTech UK Limited /s/ Xxxxxxx X. Xxxxxxxxx, Secretary
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SCHEDULE
(1) (2) (3)
Names and addresses of the Number of Sale Shares Purchase
Seller --------------------- --------
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GTECH UK Limited 11,250,000
Xxxxxxxx Xxxxx
0 Xxxx Xxxxxx
Xxxxxx X0X ________________ _______________
________________ _______________
