EXHIBIT 10.14
This agreement is made on 18 October , 2002 between:-
(1) Xx Xxxxxxxx Xxxxx, Mr Kong Kah Chin, Xx Xxxxxxx Xxxx Xxxx Xxxx and Xx
Xxxxx Xxxxxx Xxxxxxxxxxxxx (together the "MANAGERS" and each a "MANAGER");
(2) 3i Group plc ("3i") and 3i Asia Pacific Technology LP ("3i APTECH" and,
together with 3i, the "3i INVESTORS"); and
(3) EDB Investments Pte Ltd ("EDBI" and, together with 3i and 3i APTech, the
"INVESTORS").
1. SUPPLEMENTAL AGREEMENT
This Agreement is supplemental to and is entered into contemporaneously
with the Supplemental Investment Agreement (the "Supplemental Investment
Agreement") of even date entered or to be entered into amongst (1)
Infiniti Solutions Pte Ltd, (2) the Managers, (3) the 3i Investors and (4)
EDBI.
2. SALE AND TRANSFER OF ORDINARY SHARES
2.1 In consideration of the Investors agreeing to subscribe for the Relevant
Shares in accordance with the Supplemental Investment Agreement, subject
to Clause 2.4 below, the Managers jointly and severally agree with the
Investors that on the occurrence of a Liquidity Event, they will sell and
transfer to the Investors free from all liens, charges and other
encumbrances and with all rights attaching thereto the Consideration
Shares in the proportions indicated in column 2 of the table below at the
aggregate price stated in column 3 of the table below:-
(1) (2) (3)
Name of Investors Number of Consideration Aggregate Price
Shares to be sold and purchased to be paid
3i 171,429 US$1.50
3i APTech 57,142 US$0.50
EDBI 171,429 US$1.50
2.2 The Managers jointly and severally agree that they will transfer or
procure the transfer to the Investors of the relevant Consideration Shares
free from all liens, charges and other encumbrances with all rights
attaching thereto on completion of the relevant Liquidity Event.
2.3 The Managers jointly and severally undertake that the Consideration Shares
shall prior to their transfer to the Investors be fully paid up.
2.4 The Managers shall be released and discharged from their obligation under
Clause 2.1 and Clause 2.2 in any of the following situations:-
1
(i) EBITDA of the Company for the financial year ending 31 December 2003
as shown in its audited account is more than US$12,000,000; and
(ii) on the completion of the relevant Liquidity Event, without taking
into account the Consideration Shares, the Investors' IRR is 30% or
more.
3. DEFINITIONS
The Schedule will apply to this agreement.
2
THE SCHEDULE
DEFINITIONS
1.1 All terms and references used in this agreement and which are defined or
construed in the Original Investment Agreement or the Supplemental
Investment Agreement but are not defined or construed in this agreement
shall have the same meaning and construction in this agreement.
1.2 THE FOLLOWING DEFINITIONS APPLY IN THIS AGREEMENT:-
Cashflows (i) All sums subscribed in, lent or advanced to any
member of the Group by the Investors on or (as
from the relevant date or dates) after 30 November
2001;
(ii) all repayments, interest, redemptions, dividends
and other distributions paid by the Company in
respect of the A Preference Shares and the A
Ordinary Shares at any time between 30 November
2001 and completion of the Liquidity Event; and
(iii) the value of all the A Preference Shares and the A
Ordinary Shares held by the Investors or any
Connected Persons thereof at the time of the
completion of the Liquidity Event which shall for
the purpose be treated as a payment by the Company
on the date of completion of the Liquidity Event;
For the purpose of this definition, all such Cashflows
shall be calculated prior to the effect of any tax and
for the avoidance of doubt the amounts received shall
include any deductions or withholdings therefrom on
account of tax, and in the case of dividends and other
distributions, an amount equal to any advance
corporation tax or equivalent payable by the Company and
attributable to that dividend or distribution and shall
further exclude any fees paid or payable to any of the
Investors (or any Connected Person of any of the
Investors) in respect of the Original
3
Investment Agreement and this agreement or the
appointment of any director of the Company or any of its
subsidiaries.
Consideration Shares The 400,000 Ordinary Shares in the capital of the
Company to be sold and transferred by the Managers to
the Investors pursuant to Clause 2 hereof.
IRR On a
Liquidity Event that annual percentage rate (calculated
to the nearest two decimal points) which, when applied
as a discount to the Cashflows received and/or paid by
the Investors in each month gives a value nearest to
zero when such discounted Cashflows are aggregated
together.
By
way of illustration, an example of the calculation of
the IRR is as follows:-
At 2nd Tranche Liquidity
completion Event
------------------------------------------------------------------------------------
Month 0 M1 M2... ... ... M12 ....... ...... ...... M24
(US$27m) (US$6m) US$54m
IRR = 30.75%
Assumptions:
Month 0 = Investors inject US$27m into Company
Month 12 = Investors inject additional US$6m into Company
Month 24 = Investors receive gross proceeds of US$54m (dividends+
interests+cash or value of shares) from Liquidity Event
The IRR for investors = 30.75%
Excel IRR Formula used = (1+IRR (range of cell)^(12-1))
Liquidity Event IPO, Trade Sale, the sale of all or substantially all of
the business and assets of the Company and the
liquidation of the Company.
4
The Managers
Signed by )
Xx Xxxxxxxx Xxxxx ) /s/ Xxxxxxxx Xxxxx
----------------------------
Signed by )
Mr Kong Kah Chin ) /s/ Kong Kah Chin
-----------------------
Signed by )
Xx Xxxxxxx Xxxx Xxxx Xxxx ) /s/ Xxxxxxx Xxxx Xxxx Xxxx
---------------------------------
Signed by )
Xx Xxxxx Xxxxxx Xxxxxxxxxxxxx ) /s/ Xxxxx Xxxxxx Xxxxxxxxxxxxx
--------------------------------
3i INVESTORS
Signed on behalf of )
3i GROUP PLC ) /s/ Tan Cheng Sim
by Tan Cheng Sim ---------------------------
) Authorised Signatory
Signed on behalf of )
3i ASIA PACIFIC TECHNOLOGY LP )
acting by its manager, )
3i Investments plc ) /s/ Tan Cheng Sim
by Tan Cheng Sim -----------------------
) Authorised Signatory
EDBI
Signed on behalf of )
EDB INVESTMENTS PTE LTD ) /s/ Liow Voon Kheong
by Liow Voon Kheong ---------------------
) Authorised Signatory
5
