1
EXHIBIT 10.10
To: Cycad Financial Holdings Limited
00 Xxxxx Xxxx
Xxxxxxxx 0000
XX Xxx 00000
Xxxxxxxx 0000
Xxxxxxxx xx Xxxxx Xxxxxx
Attn: Xxxxxxx Fine
1 October, 1999
Dear Sirs,
FOCUSED MEDIA LIMITED (THE "COMPANY")
Further to the proposed subscription by Cycad Financial Holdings Limited
("Cycad") of shares in the Company under a subscription and shareholders
agreement (the "Agreement"), dated 30 September 1999 between CNBC Sports
International Limited ("CNBC Sports"), the Company, Xxxxxxx Hills Ltd., Inc.
("Xxxxxxx Hills"), Cycad and Xxxx Trading Limited ("Xxxx Trading"):
(a) the matters set out in paragraphs 1 to 3 below are confirmed by CNBC
Sports, Xxxxxxx Hills and Xxxx Trading; and
(b) the matters set out in paragraphs 4 to 7 are agreed as amendments to
the Agreement by all the parties thereto.
CONFIRMATIONS
1. We, CNBC Sports and Xxxxxxx Hills as shareholders of the Company, and
Xxxx Trading as holder of an option to purchase shares in the Company,
confirm as follows:
(i) the Company is a properly constituted company, incorporated as a
private limited company in the Republic of Ireland on 30 June 1998
with registered number 289308;
(ii) (subject to paragraph 2 below) the current authorised share
capital of the Company is L.1,000,000 of which 151,691 shares
of L.1 each are in issue;
(iii) the XxxxxxXxxx.xxx domain name is owned by Global Golf Limited;
(iv) Global Golf Limited is a wholly owned subsidiary of the Company;
(v) the Company will have no outstanding loan accounts at the time of
Completion (as defined in paragraph 3 below); and
(vi) as far as we are aware, the financial statements of the Company
(including year to date results for 1998 and 1999) presented to
Cycad for due diligence purposes on 30 September 1999 accurately
reflect the financial position of the Company at that date. Any
financial liabilities (including tax liability and operational
expenditure) existing at and/or arising after this date but prior
to Completion (as defined in paragraph 3 below) will be the sole
responsibility of Xxxxxxx Hills.
2
SHAREHOLDINGS
2. It is the intention that, at the time of completion of the transaction
described in paragraph 3 below, 242,706 shares shall be in issue. This
will be a consequence of Xxxx Trading exercising its outstanding option
for 30% of the shares in the Company and the subsequent issue to CNBC
Sports of additional shares to maintain its 20% shareholding. The
respective shareholdings will therefore be as follows:
CNBC Sports 48,541 shares (20%)
Xxxxxxx Hills 121,353 shares (50%)
Xxxx Trading 72,812 shares (30%)
3. Further subject to completion occurring on the First Completion Date (as
defined in the Agreement and as amended below) ("Completion"):
(i) the board of directors of the Company will be constituted in the
following manner:
CNBC Sports - one director
Xxxxxxx Hills - three directors
Xxxx Trading Limited - two directors
Cycad - one director
Representative from one of the six tours of the world of golf - one
non executive director; and
(ii) the relevant shareholdings (and percentage shareholdings) in the
Company shall be:
CNBC Sports 48,541 shares (18%)
Xxxxxxx Hills 121,353 shares (45%)
Xxxx Trading 72,812 shares (27%)
Cycad 26,967 shares (10%)
AMENDMENTS TO THE AGREEMENT
4. Definitions (Clause 1)
The definition for "First Completion Date" shall be replaced to read as
follows:
""First Completion Date" means 1 November 1999 or, if the approval of the
South African Reserve Bank referred to in Clause 3 has not been obtained
by 1 November 1999 and if this Agreement has not lapsed by virtue of
Clause 3, the date on which such approval is obtained."
5. Condition Precedent (Clause 3)
The following sentence shall be added to the end of Clause 3:
"In the event that the First Subscription Price has not been
unconditionally released from such trust account and paid to the Company
by Cycad in full by 30 November 1999 this Agreement shall automatically
lapse and none of the parties shall have any rights or obligations, or any
liability whatsoever to any of the other parties, under or arising out of
this Agreement."
3
6. Governing Law (Clause 13)
Clause 13.1 shall be amended to read as follows:
"This Agreement shall be governed by and construed in all
respects in accordance with English law."
The following shall be inserted as new clauses 13.2, 13.3
and 13.4.
"13.2 Any dispute or difference of any kind arising
between any of the parties in connection with the
Agreement shall be referred to arbitration in London
before a single arbitrator.
13.3 If the parties are unable to agree to the
appointment of such arbitrator within 30 days of
one party serving notice on the other calling for
the appointment of an arbitrator then such
arbitrator shall:
(i) in the event of a financial dispute, be
appointed on the application of any party to
the independent accountancy firm of Deloitte &
Touche; and
(ii) in the event of a legal dispute, be appointed
on the application of any party to the
President for the time being of the Law Society
of England and Wales.
13.4 The decision and award of the arbitrator shall be
final and binding on the parties."
7. Insolvency
The following shall be inserted into the Agreement as new
Clause 11.3:
"11.3 The insolvency of a Shareholder shall
automatically give rise to an offer for sale for
all of that Shareholder's Shares. The terms of
Clause 6 shall apply to such offer for sale as
applicable."
Save as expressly stated in this letter, the Agreement
remains in full force and effect.
Yours faithfully,
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
------------------------- -------------------------
For and on behalf of For and on behalf of
Xxxxxxx Hills Ltd., Inc. CNBC Sports International
Limited
4
/s/ ILLEGIBLE /s/ ILLEGIBLE
--------------------- ---------------------
For and on behalf of For and on behalf of
Xxxx Trading Limited the Company
By acknowledging this letter, we, Cycad Financial Holdings Limited agree to the
terms of this letter as they amend the Agreement.
---------------------
For and on behalf of
Cycad Financial Holdings Limited
