EXHIBIT 2.3
FAI HOME SECURITY HOLDINGS NEW ZEALAND LIMITED
FAI HOME SECURITY HOLDINGS PTY LIMITED
NZ SHARE SALE AGREEMENT
XXXXXX XXXXXXX
Lawyers
Xxxxxx Xxxxxxx Building
00 Xxxxxx Xxxxx
XXXXXX XXX 0000
DX 000 Xxxxxx
Telephone (00) 0000 0000
Facsimile (00) 0000 0000
MAP: 10603090
NZ SHARE SALE AGREEMENT
AGREEMENT dated 1997
BETWEEN FAI HOME SECURITY HOLDINGS NEW ZEALAND LIMITED as trustee for the FAI
Home Security (NZ) Trust of Xxxxx 00, Xxxxxxx & Xxxxxxx Xxxxx, 00-00
Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxxx ('VENDOR')
AND FAI HOME SECURITY HOLDINGS PTY LIMITED ACN 003 125 264 of Xxxxx 00,
FAI Insurance Building, 000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxx Xxxxx,
0000 ('PURCHASER')
RECITALS
A. The Company will on completion of the NZ Asset Purchase Agreement have on
issue 1,000,000 ordinary shares.
B. The Shares will at completion of the NZ Asset Purchase Agreement be legally
owned by the Vendor.
C. The Vendor has agreed to sell and the Purchaser has agreed to purchase the
Shares subject to and on the terms and conditions contained in this
Agreement.
AGREEMENT
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
'COMPANY' means FAI Home Security (ENZED) Limited.
'COMPLETION' means completion of the sale and purchase of the Shares in
accordance with CLAUSE 5.
'COMPLETION DATE' means the day upon which the Conditions are satisfied.
'CONDITIONS' means the conditions precedent to completion of this agreement
set out in CLAUSE 3.1.
'FLOAT' has the meaning given in the NZ Asset Purchase Agreement.
'NZ ASSET PURCHASE AGREEMENT' means the agreement between the Vendor and
the Company dated on or about the date of this agreement.
'NZ DEBT' has the meaning set out in the NZ Asset Purchase Agreement.
'SHARE PURCHASE AGREEMENT' means the agreement for the sale and purchase of
the Shares in the Company and in FAI Home Security Pty Limited (ACN 050 064
214) and certain other assets between the Purchaser, Home Security
International, Inc., FAI Insurances Limited and Cervale Pty Limited.
'SHARES' means all of the issued shares in the capital of the Company.
'UNDERWRITING AGREEMENT' has the meaning given in the NZ Asset Purchase
Agreement.
2. SALE AND PURCHASE
2.1 Subject to the terms and conditions of this agreement, the Vendor as
beneficial owner agrees to sell the Shares to the Purchaser and the
Purchaser agrees to purchase the Shares from the Vendor for the
Consideration.
2.2 The Shares must be transferred at Completion free from all liens,
mortgages, charges and encumbrances whatsoever and together with all
rights, including dividends and rights attached or accruing to them on and
after the date of this agreement.
2.3 Subject to the terms and conditions of this agreement, the Vendor agrees to
assign the benefit of the NZ Debt to the Purchaser on Completion.
3. CONDITIONS PRECEDENT AND SUBSEQUENT
3.1 Completion of the sale of the Shares is conditional upon:
(a) if necessary, the approval, on terms satisfactory to HSI, to
Completion of the sale to the Purchaser of the NZ Shares from the
Overseas Investment Commission of New Zealand pursuant to the Overseas
Investment Regulations 1985; and
(b) completion of the NZ Asset Purchase Agreement.
3.2 If the Conditions are not satisfied on or before 31 July 1997 or a later
date agreed by the parties in writing then either the Purchaser or the
Vendor may at any time before Completion terminate this agreement by giving
notice in writing to the other.
3.3 On service of the notice under CLAUSE 3.2 this agreement has no further
effect and all parties are released from their obligations to further
perform this agreement.
3.4 The Purchaser or the Vendor may terminate this agreement by giving notice
to the other if:
(a) the Underwriting Agreement is terminated before completion of the
Underwriting Agreement; or
(b) either or both of the following conditions subsequent are not fulfilled
within 14 days after Completion:
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(i) the Float has gone effective;
(ii) the Underwriting Agreement has been executed.
3.5 If this agreement terminates in accordance with CLAUSE 3.4, the rights and
obligations of the Parties under this agreement, except for this CLAUSE
3.5, will terminate and, unless the Vendor waives its rights under this
clause 3.5, the Parties must take all necessary steps to:
(a) vest title and possession of the Shares in the Vendor;
(b) otherwise restore the rights and obligations of the Parties to those
rights and obligations that they would have had if this agreement had
not been entered into without loss or gain to any of the Parties.
4. CONSIDERATION
4.1 The consideration for the Shares is the market value of the Shares, as set
out in an audit certificate to be provided by an independent accountant at
Completion, or failing that, as agreed by the Parties based upon an
independent verifiable methodology. The consideration is to be paid by way
of loan from the Vendor to the Purchaser repayable within 12 months or as
otherwise agreed and, sending repayment, bearing interest at the Bank Xxxx
Rate plus two percentage points.
4.2 In consideration for the assignment of the benefit of the NZ Debt, the
Purchaser agrees to pay to the Vendor on Completion an amount equal to the
value of the NZ Debt, as set out in an audit certificate to be provided by
Xxxxxx Xxxxxxxx at Completion.
5. COMPLETION
5.1 Completion will take place immediately after completion of the NZ Asset
Purchase Agreement and immediately prior to completion of the Share
Purchase Agreement.
5.2 At Completion the Vendor must deliver to the Purchaser duly executed and
completed transfers in favour of the Purchaser, or as it directs in
writing, of the Shares in registerable form, together with the relevant
share certificates;
5.3 The Vendor assigns, and the Purchaser accepts the assignment of, the
benefit of the NZ Debt with effect from the Completion Date.
6. ASSIGNMENT
The rights of the parties under this agreement may not be assigned or
transferred.
7. GOVERNING LAW AND JURISDICTION
7.1 This agreement is governed by the laws of New South Wales.
7.2 Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of New South Wales.
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EXECUTED as an agreement.
THE COMMON SEAL of FAI HOME )
SECURITY HOLDINGS NEW ZEALAND LIMITED )
is affixed in accordance with its articles of )
association in the presence of )
................................... ........................................
Secretary Director
................................... ........................................
Name of secretary (print) Name of director (print)
THE COMMON SEAL of FAI HOME )
SECURITY HOLDINGS PTY LIMITED )
is affixed in accordance with its articles of )
association in the presence of )
................................... ........................................
Secretary Director
................................... ........................................
Name of secretary (print) Name of director (print)
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