EXHIBIT 4.8
STOCK ACQUISITION AGREEMENT BETWEEN
GOODISON PARK LIMITED AND WORLD GAMING PLC
THIS STOCK ACQUISITION AGREEMENT ("Agreement") is made and entered into
this 4th day of April 2003, between Goodison Park Limited ("Purchaser"), whose
address is Sea Meadow House, Blackburne Highway, P.O. Box 116, Town Road,
Tortola, British Virgin Islands and World Gaming Plc whose registered office is
at 00 Xxxxxx Xxxxxx, Xxxxxxx XX0 0XX, Xxxxxxx ("Seller" or "World Gaming").
RECITALS
WHEREAS: Seller is a United Kingdom Public Limited Company whose
primary business in the licensing of its Internet gaming software.
WHEREAS: Seller currently has issued and outstanding 40,781,419
ordinary shares.
WHEREAS: Seller desires to allot and issue ordinary shares to raise
additional capital for Seller.
WHEREAS: Purchaser wishes to invest in Seller by subscribing for
ordinary shares in Seller's share capital.
AGREEMENT
In consideration of the matters described above, and of the mutual
benefits and obligations set forth in this Agreement, the parties agree as
follows:
SECTION ONE:
ISSUE OF SHARES
Forthwith upon execution and closing of this Agreement, Seller shall
allot and issue to Purchaser, Five Million (5,000,000) ordinary shares of
(pound)0.002 each in the capital of World Gaming having the rights set out in
the Articles of Association of World Gaming adopted on 20 June 2002 ("New
Shares") and enter Purchaser's name in the register of members of World Gaming.
Purchaser shall subscribe for such shares and agrees to pay in consideration
Twelve United States Cents (US $0.12) per share giving a total subscription
price of Six Hundred Thousand (US $600,000.00) United States Dollars upon
execution and closing of this Agreement, said closing to be held on 4th day of
April, 2003 (the "effective date").
SECTION TWO:
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
Seller represents and warrants as follows:
A. World Gaming is a duly incorporated, validly existing corporation and in good
standing under the laws of the United Kingdom.
B. The authorized and issued share capital of World Gaming is 40,781,419
ordinary shares of (pound)0.002 each held as to 40,781,417 ordinary shares by
Continental Stock Transfer and Trust Company ("Continental") and as to 2
ordinary shares by Continental and Xxxxx Xxxxxx. All issued shares are fully
paid and nonassessable.
C. There are warrants, option rights, and debentures currently outstanding all
as referred to in the consolidated financial statements of World Gaming for the
period from 1st May 2001 to 31st December 2001 issued by the corporation in
connection with the registration of the shares of stock of the corporation.
D. World Gaming will properly and validly allot and issue the New Shares free
and clear of any liens, encumbrances, and charges, and World Gaming has full
power to allot and issue to Purchaser, such New Shares.
E. The allotment and issue of the New Shares, pursuant to this Agreement, is an
isolated transaction by World Gaming, which has no obligation and currently does
not intend to make any other sales, allotments or issues other than pursuant to
the World Gaming 2001 Shares Option Plan.
F. Copies of the latest financial statements concerning the business and
financial affairs of World Gaming have been furnished to Purchaser. World Gaming
has delivered copies of financial statements for World Gaming and its
Subsidiaries, attached hereto as Exhibit "2," and incorporated herein by
reference as if fully restated herein, said financial statements being composed
of the Management Accounts as at 28th February 2003.
G. Since January 1, 2003, and up to the time of execution of this agreement,
there has not been:
1. Any change in the financial condition, assets, liabilities, and
business of the corporation other than changes in the ordinary course of
business.
2. Any damage, destruction, or loss, whether or not covered by
insurance, materially and adversely affecting any of the properties, assets or
business of World Gaming.
H. Save that certain case captioned In re: Starnet Communications International,
Inc. Securities Litigation, currently pending before the United States District
Court For The District Of Delaware, Case Number: 99-681, there is no litigation
or proceeding pending, or, to Seller's knowledge, threatened against or relating
to World Gaming or to any of its properties or business; nor does Seller know,
or have reasonable grounds to believe, that there is any basis for any such
action or for any governmental investigation relative to World Gaming or any of
its assets or activities.
I. Since 1st April 2002 World Gaming has not entered into any contract nor
created any obligation on behalf of World Gaming except in the regular course of
business.
J. World Gaming owns all the outstanding stock of those companies listed upon
that certain document titled "Organizational Structure," hereinafter the
"Subsidiaries," provided by World Gaming to Purchaser, and a true and accurate
copy of this document is attached hereto as
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Exhibit "3," and incorporated herein by reference as if fully restated herein.
The Subsidiaries are corporations duly organized and validly existing in good
standing under the laws of Canada, Delaware, Antigua and Barbuda, Australia and
the United Kingdom, and are duly authorized, qualified and licensed under all
applicable laws, regulations, ordinances, and orders of public authorities to
carry on its business in the places and in the manner now conducted. There exist
no options, warrants, calls, or commitments of any kind obligating any
Subsidiary to issue any of its authorized but unissued stock.
K. World Gaming and World Gaming's Subsidiaries filed all requisite tax returns
due for all fiscal periods ended on or before 31st December 2001. There are no
claims against World Gaming and any of the Subsidiaries for taxes for any period
or period prior to the date of this Agreement.
L. No governmental agency or body shall have taken any other action or made any
request of Word Gaming as a result of which the management of World Gaming deems
it inadvisable to proceed with the transactions hereunder.
M. No material adverse change in the results of operations, financial condition
or business of World Gaming and its Subsidiaries shall have occurred, and World
Gaming and its Subsidiaries shall not have suffered any material loss or damage
to any of its properties or assets, whether or not covered by insurance, since
World Gaming's balance sheet date, which change, loss or damage materially
affects or impairs the ability of World Gaming and its Subsidiaries to conduct
its business.
N. The representations and warranties of World Gaming contained in this
Agreement shall be accurate as of the effective date as though such
representations and warranties had been made at and as of that time; all of the
terms, covenants and conditions of this agreement to be complied with and
performed by World Gaming on or before the effective date shall have been duly
complied with and performed; and a certificate to the foregoing effect dated the
effective date and signed by a party authorized by the board of directors of
World Gaming shall have been delivered to the Purchaser.
O. All actions, proceedings, instruments and documents required to carry out
this Agreement or incidental hereto and all other related legal matters have
been taken or entered into, as the case may be.
P. World Gaming shall provide Purchaser with an original of the duly enacted
resolutions of World Gaming's board of directors ("Board") authorizing the
execution and delivery of this Agreement by World Gaming, and certified by the
secretary of World Gaming to have been adopted by the Board and to be in full
force and effect as of the effective date.
Q. World Gaming (subject to any resolution of its members to the contrary) shall
procure and the Board shall (subject to at all times being able to exercise
their fiduciary duties) procure that they will not (without the consent of the
Purchaser) resolve or seek the approval of the shareholders of World Gaming to
resolve that World Gaming or any of its subsidiaries shall carry out or take any
action which would result in World Gaming or any of its subsidiaries carrying
out any of the following matters relating to World Gaming or any of its
subsidiaries:
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1. any change to World Gaming's Memorandum and Articles of Association
other than as contemplated by this Agreement;
2. the presentation of any petition for winding-up or petition for an
administration order;
3. any change in the share capital or the creation, allotment or issue
of any shares or of any other security or the grant of any option or rights to
subscribe for or to convert any instrument into such shares or securities other
than as contemplated by this Agreement and other than any shares issued pursuant
to the normal operation of World Gaming's 2001 Share Option Plan but excluding
all executive arrangements;
4. any reduction of the share capital or variation of the rights
attaching to any class of shares or any redemption, purchase or to her
acquisition of any shares or other securities;
5. the adoption after the date hereof of any bonus or profit-sharing
scheme, any share option or share incentive scheme or employee share trust or
share ownership plan or retirement benefit scheme;
6. capital expenditure of greater than US$200,000;
7. the entry into of any contract or commitment under which World
Gaming may incur costs of US$200,000 or more or which may not be fulfilled or
completed within one year or with a director or connected person of a director;
8. the borrowing of amounts (or indebtedness in the nature of
borrowings) other than in the ordinary course of trading or the creation of any
charge or other security over any of its assets or property;
9. the giving of any guarantee or indemnity; and
10. the commencement or settlement of any litigation, arbitration or
other proceedings which are material in the context of its business.
R. World Gaming undertakes to apply the moneys subscribed by Purchaser under
this Agreement for working capital purposes in the furtherance of the World
Gaming's business.
S. World Gaming undertakes to procure that at its Annual General Meeting for
2003, a resolution be proposed to its members, in such form as Purchaser shall
approve, which if passed would enable the directors to issue shares
non-preemptively only in respect of sufficient number of shares to meet the
exercise of existing share options.
T. World Gaming, prior to any obligation of Purchaser to transfer the funds to
pay for the New Shares, undertakes to procure that the resolutions set out in
Schedule 1 are validly passed by the Board and to provide Purchaser with an
original of the duly enacted resolutions of the Board certified by the secretary
of World Gaming to have been adopted by the Board and to be in full force and
effect as of the effective date.
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U. Xxxxxxxx Xxxxxxx and Xxxxx Xxxxx Xxxxxxx each covenant that they shall
(subject to acting within their fiduciary duties as directors of World Gaming)
carry out all such acts, vote in favor of all such resolutions and execute all
such documents as may be necessary (provided they are legally able to do so) to
procure the compliance by World Gaming and its Board of their obligations under
this Agreement.
SECTION THREE:
DIRECTORS
Purchaser shall have the right by written notice to Seller to require
Seller to appoint and maintain in office one director of Seller's board of
directors (and as member of each and any committee of such board) ("Investor
Director") and to remove any director so appointed and, upon his removal whether
by Purchaser or otherwise, to appoint another director in his place and appoint
a representative to attend as an observer at each and any meeting of the Board
(and each and any committee of the Board). Seller undertakes to procure that the
Investor Director is given at least three business days written notice of any
meeting of the Board or a committee of the Board (or in exceptional
circumstances such notice as is reasonable in such circumstances) which notice
shall be faxed to the Investor Director at such number as he shall specify for
the purpose.
Purchaser hereby requires Seller to appoint Xx. X.X. Xxxxxxx as the
first Investor Director.
SECTION FOUR:
DELIVERY IN ESCROW AND CLOSING
A. Subject to the terms and conditions hereinafter set forth, at the closing of
the transaction contemplated hereby, the Seller shall allot and issue to the
Purchaser the New Shares, and the Purchaser shall subscribe for the New Shares
from the Seller in consideration of the subscription price set forth in this
Agreement. The closing of the transactions contemplated by this Agreement
("Closing"), shall be held at the offices of Pitmans, 00 Xxxxxx Xxxxxx, Xxxxxxx
XX0 0XX, Xxxxxxx on 4 April 2003, at 10:00 a.m., or such other place, date and
time as the parties hereto may otherwise agree.
B. On the payment of the Six Hundred Thousand (US$600,000) United States Dollars
subscription price by banker's draft delivered to World Gaming's offices at KFH
Building, Liat Road, St. John's, Antigua, West Indies or such other location as
the parties may agree (which amount shall be held by World Gaming to Purchaser's
order pending Closing), at Closing, Seller shall procure that Purchaser's name
is entered in the register of members of Seller and shall deliver to Purchaser:
1. a duly certified extract of Seller's register of members registering
Purchaser as the holder of the New Shares;
2. a duly certified copy of the resolutions of the Board as set out in
Schedule 1;
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3. a guarantee in a form satisfactory to Purchaser duly executed by Mr.
Xxxxxxxx Xxxxxxx; and
4. a duly executed share certificate representing the New Shares.
SECTION FIVE:
BROKERAGE
Seller represents that there are no brokerage or other commissions due
relative to the allotment and issue of the New Shares by Seller.
SECTION SIX:
MODIFICATION
This agreement may not be modified or terminated except by an agreement
in writing executed by both parties.
SECTION SEVEN:
ATTORNEY FEES
If any action is filed in relation to this Agreement, the prevailing
party in the action or any related settlement shall be entitled to recover from
the other party reasonable attorney fees and costs of suit, in addition to all
other recovery and relief.
SECTION EIGHT:
ADDITIONAL INSTRUMENTS
The parties hereto shall deliver or cause to be delivered on the
effective date, and at such other times and places as shall be reasonably agreed
on, such additional instruments as any party may reasonably request for the
purpose of carrying out this agreement. Purchaser and Seller will cooperate and
use their best efforts to have the present officers, directors and employees of
Purchaser and Seller cooperate on and after the effective date in furnishing
information, evidence, testimony and other assistance in connection with any
actions, proceedings, arrangements or disputes of any nature with respect to
matters pertaining to all periods prior to the effective date.
SECTION NINE:
SURVIVORSHIP
All warranties, covenants, representations and guarantees shall survive
the closing and execution of the documents contemplated by this agreement. The
parties hereto in executing, and in carrying out the provisions of, this
agreement are relying solely on the representations, warranties and agreements
contained in this agreement or in any writing delivered pursuant to provisions
of this agreement or at the closing of the transaction herein provided for and
not upon any representation, warranty, agreement, promise or information,
written or oral, made by any person other than as specifically set forth herein
or therein.
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SECTION TEN:
GENDER
Wherever in this Agreement, words, including pronouns, are used in the
masculine, they shall be read and construed in the feminine or neuter whenever
they would so apply, and wherever in this Agreement, words, including pronouns,
are used in the singular or plural, they shall be read and construed in the
plural or singular, respectively, wherever they would so apply.
SECTION ELEVEN:
BINDING EFFECT OF AGREEMENT
It is further agreed by the undersigned parties, companies, entities,
and individuals that the duties, rights, obligations under this Agreement are
legally binding upon the named principals, corporations, entities and
consultants.
SECTION TWELVE:
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties,
and there are no verbal understandings or other agreements of any nature with
respect to the subject matter of this Agreement except those contained herein.
SECTION THIRTEEN:
NOTICES
Any notice required to be given shall be in writing and effective when
delivered by messenger or dispatched by registered mail, or facsimile to the
respective party at the address specified below:
FOR World Gaming: Person And Address
Telephone: 001 268 480 1650
Facsimile: 001 268 480 1656
E-mail: xxxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx
Cell Phone: 000 000 000 0000
FOR PURCHASER: Xxxx X. Xxxxxxx XX, Esquire
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Telephone: 000 (000) 000 0000
Facsimile: 000 (000) 000 0000
E-mail: xxxxxxxx@xxxxxxxxx.xxx
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SECTION FOURTEEN:
GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with,
the laws of England and Wales of the United Kingdom. For purposes of any action
or proceeding involving any matter arising out of or relating to this Agreement,
each party hereby expressly consents and submits to the non-exclusive
jurisdiction of all courts located in England and Wales of the United Kingdom.
SECTION FIFTEEN:
EFFECT OF PARTIAL INVALIDITY
The invalidity of any portion of this Agreement will not and shall not
be deemed to affect the validity of any other provision of this Agreement. In
the event that any provision of this Agreement is held to be invalid, the
parties hereto agree that the remaining provisions shall be deemed to be in full
force and effect, as if they had been executed by all parties subsequent to,
after, the expungement, removal, of the invalid provision.
SECTION SIXTEEN:
PARAGRAPH HEADINGS
The titles to the paragraphs of this Agreement are solely for the
convenience of the parties and shall not be used to explain, modify, simplify,
or aid in the interpretation of the provisions of this Agreement.
SECTION SEVENTEEN:
ASSIGNMENT OF RIGHTS
The rights of each party under this Agreement are personal or corporate
rights and may not be assigned or transferred to any other person, firm,
corporation, or entity without the prior, expressed, and written consent of all
the parties to this Agreement.
SECTION EIGHTEEN:
COUNTERPARTS/FACSIMILE COPIES
This Agreement may be entered into in any number of counterparts, all
of which taken together shall constitute one and the same instrument. Any party
may enter into this Agreement by signing any such counterpart. A signed
facsimile copy of this Agreement shall be binding upon the parties as though it
was an original.
SECTION NINETEEN:
WAIVER
The failure of either party to enforce any term of this Agreement will
not operate as a waiver of the party's rights to enforce that or any term of
this Agreement at other times or in other circumstances.
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SECTION TWENTY:
REMEDIES
Without prejudice to any other rights or remedies which a party may
have, the parties acknowledge and agree that damages would not be an adequate
remedy for any breach of the undertakings contained in this Agreement and the
remedies of injunction, specific performance and other equitable relief are
appropriate for any threatened or actual breach of any undertaking and no proof
of special damages shall be necessary for the enforcement of the rights under
any undertaking contained in this Agreement.
IN WITNESS WHEREOF, as evidenced by their signatures below, the
corporations hereto have agreed and accepted to be bound by this STOCK
ACQUISITION AGREEMENT BETWEEN GOODISON PARK LIMITED AND WORLD GAMING PLC on this
the 4th day of April 2003.
AGREED AND ACCEPTED BY: DATE:
____________________________
BY: X. X. Xxxxxxx, Director
Goodison Park Limited
____________________________
BY: Xxxxxxxx Xxxxxxx,
Chief Executive Officer,
World Gaming Plc
SIGNED by Xxxxxxxx Xxxxxxx in the presence of:
SIGNED by Xxxxx Xxxxx Xxxxxxx in the presence of:
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SCHEDULE 1
WORLD GAMING PLC
Minutes of a meeting of the Board of Directors held by telephone on 4th April
2003 at 00 Xxxxxx Xxxxxx, Xxxxxxx XX0 0XX, at p.m.
The Board considered the working capital requirements of the World Gaming Group.
It was noted that the Group had an urgent cash requirement to meet its debts and
in particular the debt due from Starnet Communications International to Cable &
Wireless which was outstanding and which is not paid forthwith would materially
adversely affect the Group business.
The Board noted that unsuccessful attempt had been made since January 2003 to
obtain bank borrowings.
IT IS RESOLVED THAT:
1. The terms of an agreement proposed to be entered into between the
Company and Goodison Park Limited ("GPL"), in the form signed by Xxxxxxxx
Xxxxxxx (the "Agreement") and a convertible loan note proposed to be issued by
the Company to GPL, in the form signed by Xxxxxxxx Xxxxxxx (the "Convertible
Loan Note"), be and are hereby approved on behalf of the Company and the
execution and delivery by any Director on behalf of the Company of each of the
Agreement and the Convertible Loan Note is hereby authorized, approved and
confirmed.
2. The Company hereby allots to GPL, a company incorporated in the
British Virgin Islands, 5,000,000 ordinary shares of (pound)0.002 each in the
capital of the Company ("shares") at a subscription price of US $0.12 per share,
for a total subscription price of US$600,000, in accordance with the Agreement.
3. The Secretary, a Director or Continental Trust Limited on behalf of
the Company be and are hereby instructed upon completion of the Agreement to
enter the name of GPL in the Company's Register of Members and to issue to GPL a
share certificate in respect thereof, and if requested by GPL, a certified copy
of the Register of Members, in accordance with the Agreement, in respect of
5,000,000 shares, such shares being fully transferable unrestricted shares with
full voting and other rights attaching to the Company's share capital in
accordance with its Articles of Association (which, for the avoidance of doubt,
shall not be issued as American Depository Shares).
4. Xx. X.X. Xxxxxxx be and is hereby appointed upon closing of the
Agreement as an additional Director of the Company.
5. At the Company's Annual General Meeting for 2003, a resolution be
proposed to members, in such form as GPL shall approve, which if passed shall
have the effect of enabling the Directors to issue shares non-pre-emptively only
in respect of sufficient number of names to meet the exercise of existing share
options.
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6. The Board resolved to remove Xxxxx Xxxxxxxx'x as secretary and
appoint World Gaming secretary in his place.
SIGNED by all Directors of the Company
__________________
Xxxxx Xxxxxxx
dated
__________________
Xxxxxxxx Xxxxxxx
dated
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