Private & Confidential
DATED 12 JULY 0000
XXXXXXXXXX LIFE SCIENCES GROUP PLC (1)
and
X X XXXXX (TAMWORTH) LIMITED (2)
---------------------------------------------------------
AGREEMENT
for the sale of
Freehold Property
known as
Stamford Lodge, Altrincham Road
Wilmslow, Macclesfield
in the County of Cheshire
---------------------------------------------------------
CONTENTS
Clause Page
1 Interpretation...................................................3
2 Sale and Purchase................................................3
3 Deposit..........................................................3
4 Completion.......................................................3
5 Application of the National Conditions...........................4
6 Title............................................................5
7 Transfer.........................................................7
8 Restrictions.....................................................7
9 Non-Merger.......................................................7
10 No Representations..............................................7
11 Value Added Tax.................................................8
12 Notices.........................................................8
13 Interest........................................................8
Schedule 1........................................................10
THIS AGREEMENT is made 12 July 1999
BETWEEN:
(1) HUNTINGDON LIFE SCIENCES GROUP PLC whose registered office is at
Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxxxxxx XX00 0XX ("the
Vendor")
(2) X X XXXXX (TAMWORTH) LIMITED (registered number 2147377) whose
registered office is at Xxxxx Road Measham Swadlincote Derbyshire DE12
7JP ("the Purchaser")
IT IS AGREED that:
Interpretation
1.1 In this Agreement unless the context otherwise requires:
(a) words importing any gender include every gender
(b) words importing the singular number also include the plural number and
vice versa
(c) words importing persons include firms companies and corporations and
vice versa
(d) references to numbered clauses and schedules are to the relevant
numbered clause in or schedule to this Agreement
(e) where any obligation is undertaken by two or more persons jointly
those persons shall be jointly and
severally liable in respect of that obligation
(f) the headings to the clauses and schedules shall not affect the
interpretation
1.2 In this Agreement unless the context otherwise requires the following
expressions shall have the following meanings:
(a) "Completion" means actual completion of the sale the subject of this
Agreement
(b) "Completion Date" means 1st September 1999
(c) "Completion Money" means the balance of the Price payable on Completion
(d) "National Conditions" means the National Conditions of Sale
(20th Edition) and all references in the National Conditions
to "the property" shall be deemed to be references to the
Property;
(e) "Nominated Account" means the Vendor's Solicitors' client
account number 0000000 at Lloyds Bank plc Colmore Row Branch
Birmingham sort code 30-00-03 or such other client account or
accounts of the Vendor's Solicitors as they may specify
(f) "Price" means the sum of(pound)4,250,000 (four million two hundred and
fifty thousand pounds)
(g) "Property" means the property described in the Transfer
(h) "Purchaser's Solicitors" means edge xxxxxxx of Xxxxxxx Xxxxx
000 Xxxxxx Xxxxxx Xxxxxxxxxx X0 0XX or such other solicitors
as the Purchaser shall appoint in relation to the purchase of
the Property
(i) "Title Matters" means any covenants easements rights or other
matters affecting the Property or of which the Property has
the benefit which are contained or referred to in the
documents listed in the Transfer but the Property is not sold
subject to Entry Numbers 5, 6 and 7 of the Proprietorship
Register or Entry Numbers 4, 5, 6 and 7 of the Charges
Register of CH410069.
(j) "Transfer" means the transfer of the Property by the Vendor under this
Agreement in the form annexed
to Schedule 1
(k) "VAT" means Value Added Tax and includes any future tax of a like
nature
(l) "Vendor's Solicitors" means Wragge & Co of 00 Xxxxxxx Xxx
Xxxxxxxxxx X0 0XX or such other solicitors as the Vendor shall
appoint in relation to the sale of the Property
(m) "Working day" has the meaning given by the National Conditions (as
amended by this Agreement)
(n) "1994 Act" means the Law of Property (Miscellaneous Provisions) Xxx 0000
Sale and Purchase
2.1 The Vendor will sell and the Purchaser will purchase the Property
for the Price on the terms of this Agreement
Deposit
3.1 A deposit of (pound)425,000 (four hundred and twenty five thousand
pounds) shall be paid on exchange of this Agreement to the Vendor's
solicitors to be held as agent for the Vendor
Completion
4.1 The sale and purchase shall be completed and the Completion Money paid
on or before 1.00p.m. on the
Completion Date
4.2 The Completion Money shall be paid by electronic funds transfer to the
Nominated Account
4.3 The Completion Money shall be deemed to have been received when
the bank or banks to which it was
transferred has received it
4.4 The Vendor shall not be required to complete before 9.30 am or after
5.30 p.m. on a Working day nor
at any time on a day which is not a Working day
4.5 If Completion occurs after 2 p.m. on a Working day (or at any time
on a day which is not a Working
day) then for the purposes of the National Conditions 6 7 and 8
Completion shall be deemed to have
occurred at 9.30 am on the next Working day
Application of the National Conditions
5.1 The Property is sold subject to the National Conditions so far as they
are not varied by or inconsistent with this Agreement and are
applicable to a sale by private treaty
5.2 National Conditions 1(6), 3, 5(3), 5(4), 5(5), 6(1), 6(2), 8(4),
11, 15(2), 15(3) shall not
apply to this Agreement
5.3 The prescribed rate of interest specified in definition (4) of the
National Conditions shall for the purposes of the National Conditions
be four per cent per annum above the Base Lending Rate from time to
time of Lloyds Bank plc
5.4 In National Condition 6(3) the words "In any other case" shall be
deleted in the first line
5.5 The provisos (i) and (iii) to National Condition 7(1) shall not apply
to this Agreement
5.6 For the purposes of National Conditions 6 and 7 the Vendor shall be
entitled in respect of the same period of time both to be paid interest
and to enjoy the income of the Property but shall not be entitled to be
paid interest more than once on the same sum of money
5.7 The words "notwithstanding that the Vendor may not have been lawfully
entitled to allow the Purchaser into occupation of the Property prior
to Completion" shall be added at the end of National Condition 8(1)(ii)
5.8 The word "not" shall be deleted from National Condition 8(3)
5.9 Where the Purchaser is allowed access to or occupation of the Property
prior to Completion in order to carry out works or installations the
provisions of National Conditions 8(1), 8(2) and 8(3) (as varied above)
shall apply and in addition:
(a) the Purchaser shall have no claim against the Vendor for and
shall indemnify the Vendor in respect of all liabilities costs
and expenses arising from the death of or injury to any person
at the Property or the loss of or damage to any property real
or personal and
(b) the Purchaser shall upon rescission of this Agreement if and
to the extent required in writing by the Vendor remove any
installations made by the Purchaser and reinstate the Property
to as good a state of repair and condition as it was in
immediately before the Purchaser took occupation or access
5.10 The Vendor shall for the purposes of National Condition 22 be deemed to
be ready and willing to fulfil the Vendor's own outstanding obligations
under this Agreement notwithstanding that of the date of service of a
notice under National Condition 22 the Vendor may be a contracting
purchaser of the Property or the Property may be subject to a charge or
mortgage which is to be discharged on Completion
5.11 In National Conditions 22(2) and 22(3) the words "10 Working days"
shall be substituted for the
words "16 Working days"
Title
6.1 Huntingdon Life Sciences Limited is registered at HM Land Registry as
Proprietor of the Property with Absolute Title under Title Number
CH410069 and is currently pending registration in respect of a small
additional piece of land under title number CH438940
6.2 Huntingdon Life Sciences Limited has contracted to sell the
Property to the Vendor and the Vendor
shall procure the transfer of the Property to the Purchaser on
Completion
6.3 The Property is sold subject to and where appropriate with the benefit
of:
(a) all matters capable of registration as Local Land Charges or
otherwise whether registered or not and every charge, notice,
direction order, restriction, condition and other matter of
whatsoever nature affecting the Property capable of discovery
by search or enquiry of any local or other authority or
statutory undertaker and the Purchaser shall be deemed to
purchase with full knowledge thereof whether or not any search
or enquiry has been made
(b) all notices served and proposals requirements or agreements made by
or (as the case may be) with any
competent authority
(c) all overriding interests as defined in section 70(1) of the Land
Registration Act 1925 as amended
(d) the Title Matters
6.4 The Property is sold with vacant possession
6.5 The Purchaser shall accept the Title of the Vendor to the Property
which has been deduced in full to the Purchaser and shall not raise any
requisition or objection in respect of the Title to the Property except
in respect of matters arising in the period between the date of this
Agreement and Completion
6.6 The Purchaser is deemed to have inspected the Property whether or not
the Purchaser has in fact done so and shall be deemed to buy with full
knowledge in all respects of the authorised use of the Property for the
purposes of the legislation relating to the Town and Country Planning
legislation
6.7 The Vendor shall sell with full title guarantee
6.8 The Vendor will procure at its expense the removal of Entry Numbers 5,
6 and 7 of the Property Register and Entry Numbers 4, 5, 6 and 7 of the
Charges Register of title number CH410069
6.9 The Vendor will procure at its expense cancellation of the existing
Agreements with Xxxxxxx Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxx Xxxxx and T
Corniell Landscapes and Maintenance
6.10 The Vendor will ensure that the Land Certificate for CH438940 is
delivered to the Purchaser if received by the Vendor or its solicitors
and will use all reasonable endeavours to complete the registration of
that title in accordance with the application it has lodged
Transfer
7.1 The Transfer shall be in the form attached to Schedule 1
7.2 The Purchaser shall at the Purchaser's expense prepare execute stamp
and deliver to the Vendor within seven days after Completion a
duplicate of the Transfer
7.3 The Vendor shall only be required to execute one Transfer of the whole
of the Property
Restrictions
8.1 The Purchaser shall not be entitled to assign charge or mortgage this
Agreement
The Vendor shall not be required to convey transfer or assign the
Property to any person other than the Purchaser
Non-Merger
9.1 The obligations of the Vendor and the Purchaser shall continue
notwithstanding Completion insofar as
they remain to be performed and observed
No Representations
10.1 This Agreement incorporates the entire contract between the parties and
the Purchaser acknowledges that the Purchaser has not entered into this
Agreement in reliance on any advertisement or other matter issued by
the Vendor or the Vendor's agents or in reliance on any statements or
representations made to the Purchaser by either of them save those
written statements of the Vendor's Solicitors made before the date of
this Agreement in reply to any written enquiries raised by the
Purchaser's Solicitors
10.2 If there are any side letters relating to this transaction it is
expressly agreed that although they may have legal force as
representations collateral contracts or in some other way they do not
form part of this Agreement
Value Added Tax
11.1 The Vendor will not elect to waive exemption to VAT which is not
charged on the Completion Money
12 Notices
12.1 Any notice or other communication to be given to or made to the Vendor
shall be addressed to the Vendor (marked for the attention of The Group
Company Secretary) and delivered to its registered office at Xxxxxx
Xxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxxxxxx XX00 0XX or such other address
in England or Wales and/or marked for such other person's attention as
may be notified by the Vendor to the Purchaser in writing for this
purpose from time to time
12.2 Any notice or other communication to be given or made to the Purchaser
shall be addressed to the Purchaser (marked for the attention of the
Company Secretary) and delivered to the address set out on page 1 or
such other address in England or Wales and/or marked for such other
person's attention as may be notified by the Purchaser to the Vendor in
writing for this purpose from time to time
12.3 Any notice or other communications shall be in writing, may be by first
class prepaid recorded delivery post or personal delivery and (unless
the contrary shall be proved) shall be deemed to have been given or
made if by first class prepaid recorded delivery post, 2 Working days
after posting and if personally delivered, upon delivery
13 Interest
Interest at the prescribed rate shall be charged on any amounts payable
under the terms of this Agreement from the time at which such amount
becomes payable until the time at which payment is actually received
whether before or after judgment
AS WITNESS the hands of the parties
SIGNED by .................................. )
for and on behalf of the Vendor )
SIGNED by .................................. )
for and on behalf of the Purchaser )
Schedule 1
Form of Transfer
1. Stamp Duty
Place "X" in the box that applies and complete the box in the appropriate
certificate.
I/We hereby certify that this instrument falls within category in the
Instruments) Regulations 1987
Schedule to the Stamp Duty (Exempt
It is certified that the transaction effected does not form part of a
larger transaction or of a series of transactions in respect
of which the amount or value or the aggregate amount or value of the
consideration exceeds the sum of
2. Title Number(s) of the Property (leave blank if not yet registered)
CH410069 CH438940
3. Property
Xxxxxxxx Xxxxx, Xxxxxxxxxx Xxxx, Xxxxxxx
Parcel of Land to the east of Altrincham Road, Wilmslow
4. Date
5. Transferor (give full names and Company's Registered Number if any)
Huntingdon Life Sciences Limited whose registered office is at Xxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxxx
XX00 0XX (Company Registration No. 1815730)
6. Transferee for entry on the register (Give full names and Company's
Registered Number if any; for Scottish Co.
X X Xxxxx (Tamworth) Limited (Company Registration No. 2147377)
7. Transferee's intended address(es) for service in the U.K. (including
postcode) for entry on the register
Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx, Xxxxxxxxxx XX00 0XX
8. The Transferor transfers the property to the Transferee.
9. Consideration (Place "X" in the box that applies. State clearly the currency
unit of other than sterling. If none of the boxes applies, insert an appropriate
memorandum in the additional provisions panel.)
The Transferor has received from the Sub Vendor for the property the sum
of (in words and figures) Four million two hundred and fifty thousand
pounds ((pound)4,250,000) and the Sub Vendor has (insert other receipt
as appropriate) received from the Transferee the sum of Four million two
hundred and fifty thousand pounds ((pound)4,250,000)
The Transfer is not for money or anything which has a monetary value
10. The Transferor transfers with (place "X" in the box which applies and
add any modifications)
provided always that:
Section 2(1)(b) of the Law of Property (Miscellaneous Provisions) Xxx 0000
shall apply as if the words "will at the cost of the person to whom the
disposition is made" were substituted for the words "will at its own cost"
11. Declaration of trust Where there is more than one transferee, place
"X" in the appropriate box.
12. Additional Provision(s) Insert here any required or permitted statement,
certificate or application and any
Transferee's obligations:
12.1 The Transferee agrees with the Transferee and the Transferee's successors
in title shall at all times hereafter comply with the covenants, conditions
and matters referred to in the title registers of the above title number and
shall indemnify and keep indemnified the Transferor against all actions, costs,
claims, demands, losses and proceedings in respect of any non-compliance.
13. The Transferors and all other necessary parties should execute this transfer
as a deed using the space below. Forms of execution are given in Schedule 3 to
the Land Registration Rules 1925. If the transfer contains transferee's
covenants or declarations or contains an application by them (e.g. for a
restriction), it must also be executed by the Transferees.
EXECUTED as a DEED )
by the Transferor acting by )
two directors or one director )
and its secretary. )
......... .......................................
......... Director
......... .......................................
......... Director / Secretary
EXECUTED as a DEED )
by the Transferee acting by )
two directors or one director )
and its secretary. )
......... .......................................
......... Director
......... .......................................
......... Director / Secretary
1. Continued from Form Title number(s)
TRI CH410069 and CH438940
2. Before each continuation, state panel to be continued, e.g. "Panel 12
continued".
"Panel 12 continued"
12.2 The Sub Vendor referred to in box 9 is :
Huntingdon Life Sciences Group plc whose registered office is at Xxxxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxxx XX00 0XX
(Registered No. 502370).
