ADDENDUM TO THE SALE OF SHARES AGREEMENT DATED 19 DECEMBER 2008 amongst CENTURY RESORTS LIMITED MAIN STREET 581 (PROPRIETARY) LIMITED (nominated as purchaser by and in the place and stead of TSOGO SUN GAMING (PROPRIETARY) LIMITED) and CENTURY CASINOS...
ADDENDUM TO THE SALE OF
SHARES AGREEMENT DATED 19 DECEMBER 2008
amongst
CENTURY RESORTS
LIMITED
MAIN STREET 581
(PROPRIETARY) LIMITED
(nominated as purchaser by
and in the place and stead of TSOGO SUN GAMING (PROPRIETARY)
LIMITED)
and
CENTURY CASINOS AFRICA
(PROPRIETARY) LIMITED
(“the
Agreement”)
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1. INTERPRETATION
Unless
inconsistent with the context, words and expressions defined in the Agreement
shall, when used in this Addendum, bear the same meanings ascribed to them in
the Agreement.
2. SECONDARY
TRANSACTION
The
Parties agree that:
2.1 the
Primary Transaction will be implemented, notwithstanding that the approval of
the KwaZulu-Natal Gambling Board contemplated in clause 3.1.1.2 of the
Agreement, will not have been timeously
received; and
2.2 the
Secondary Transaction, as contemplated in clause 18 of the Agreement, will not
be implemented.
3. FULFILMENT OF CONDITIONS
PRECEDENT
3.1 The
Parties hereby agree and confirm that:
3.1.1 the
Conditions Precedent referred to in clauses 3.1.1.1, 3.1.1.3 and 3.1.2 of the
Agreement have been fulfilled, as per the attachments to this Addendum marked A,
B and C; and
3.1.2 subject
to the waiver in terms of clause 3.2 of this Addendum and the amendments to the
Agreement in terms of this Addendum, the Agreement has therefore become
unconditional.
3.2 The
Purchaser hereby waives its right contained in clause 3.1.3 of the Agreement to
notify the Seller that a Material Adverse Event has occurred.
4. AMENDMENTS TO THE
AGREEMENT
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4.2 The
Agreement is hereby amended as follows:
4.2.1 the
definition of “Accounting Date” contained in clause 1.1.1, is deleted and the
following substituted therefor:
“Accounting
Date”means 30 June 2009”;
4.2.2 the
following new definition of “CNEW Attributable Portion” is inserted as a new
clause numbered 1.1.16A immediately after clause 1.1.16:
“1.1.16A “CNEW
Attributable means that portion of the Portion”Purchase
Price attributable to the value of the CNEW Shares, being an amount equal
to:
1.
the sum of R125 million; less
2.
an amount equal to the aggregate of:
2.1
an amount equal to 60% of the amount of the debt owing by CNEW to Nedbank and/or
Winlen as at the Accounting Date, including all settlement costs and/or break
fees in respect of CNEW and/or Winlen; and
2.2 an agreed amount of
R2 million”;
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4.3 the
definition of “Fulfilment Date” contained in clause 1.1.30 is
deleted;
4.4 the
definition of “Purchase Price” contained in clause 1.1.42 is amended by the
deletion of the word “clauses” and the substitution therefor of the word
“clause” and by the deletion of the word and figures “and
18.2”;
4.5 clause
3.1.1 is amended by the deletion of clause 3.1.1.2 and the renumbering of clause
3.1.1.3 as 3.1.1.2;
4.6 clause
3.5 is deleted and clauses 3.6 and 3.7 are renumbered as 3.5 and
3.6;
4.7 clause
7.1 is deleted and the following clause substituted therefor:
“7.1
On the Closing Date, the Purchaser shall pay to the Seller, on account of the
Purchase Price, an amount equal to the aggregate of:
7.1.1
an amount determined in accordance with clause
6.1; less
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7.1.2
an amount equal to the aggregate of:
7.1.2.1
the Retention Amount; and
7.1.2.2
the CNEW Attributable Portion
in South
African Rand by electronic transfer into an account nominated by the Seller in
writing no later than 5 Business Days prior to the Closing Date, against
compliance by the Seller with the provisions of clause 9.”;
4.8 clause
13.6 is amended by the deletion of the words “(if the Secondary Transaction shall
not have been implemented) or up to a maximum of R7.5 million (if the Secondary
Transaction shall have been implemented)”;
4.9 clause
17.1.4 is amended by the deletion of the words “(if the Secondary Transaction is
not implemented) or more than R2 million (if the Secondary Transaction is
implemented)” in the unnumbered paragraph following clause
17.1.4.2;
4.10 clause 18
is deleted and the following substituted therefor:
“18. CNEW
18.1 Subject to the conditions
that:
18.1.1 the
written approval, on conditions acceptable to the Purchaser (and the Seller, to
the extent that any of such conditions shall affect the Seller), for the
implementation of this Agreement shall have been obtained from the KwaZulu-Natal
Gambling Board and a copy thereof shall have been delivered to the
Purchaser; and
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18.1.2 an order
of the High Court of South Africa, KwaZulu-Natal, Durban, shall have been
obtained, on terms acceptable and a copy thereof shall have been delivered to
the Purchaser, to the effect that:
18.1.2.1 the sale
to the Company by Dynamo Investments Limited, registration no. 1995/004006/06,
(“Dynamo”) of 60% of its shareholding in CNEW in terms of the Sale of Shares
Agreement dated 14 October 2005, was valid and binding on Dynamo and its
shareholders and enforceable by the Company against Dynamo;
18.1.2.2 the
Company has valid title to such shares so purchased from
Dynamo;
18.1.2.3 the sale
by Dynamo to Winlen of 40% of its shareholding in CNEW, was valid and binding on
Dynamo and its shareholders and enforceable by Winlen against
Dynamo; and
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18.1.2.4 the sale
by Dynamo to Izulu Gaming (Proprietary) Limited, registration no. 1998/008061/07
(“Izulu”), of Dynamo’s entire shareholding in and claim on loan account against
Winlen, in terms of a share sale agreement dated 3 November 2008, as amended,
was valid and binding on Dynamo and its shareholders and enforceable by Izulu
against Dynamo;
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the
Purchaser shall pay to the Seller, the CNEW Attributable Portion, in South
African Rand, to the account referred to in clause 7.1, within 5 Business
Days after the fulfilment of the conditions referred to in clauses 18.1.1
and 18.1.2, it being agreed that closing of the Primary Transaction shall
take place on the Closing Date, notwithstanding that payment of the
Purchase Price shall be deferred in terms of this clause
18.1.
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18.2 Should,
however, both of the conditions referred to in clauses 18.1.1 and 18.1.2 not
have been fulfilled by 31 December 2009 (or such later date as the Parties may
agree in writing), the Purchaser shall procure that the Company shall sell to
the Seller, or its nominee (which shall purchase), the CNEW Shares and the CNEW
Claims as they were as at the Closing Date for a consideration, in the
aggregate, of R1,00 and the Purchase Price shall be deemed to have been reduced
by an amount equal to the CNEW Attributable Portion;
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18.3 Delivery of
the CNEW Shares by the Company in negotiable form to the Seller and payment of
the consideration in respect thereof by the Seller to the Company, pursuant to
the provisions of clause 18.2, shall be made within 5 Business Days after 31
December 2009 (or such earlier date as the Purchaser and the Seller may agree in
writing).
18.4 Pending
implementation of the provisions of either clause 18.1 or clause 18.2, as the
case may be, the Purchaser shall procure that, on the Closing Date and after
implementing the provisions of clause 9, the share certificates in respect of
the CNEW Shares shall be lodged by the Company with ▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc of
Johannesburg, to be held by it until instructed, in writing, by the Seller and
the Purchaser to release such share certificates, either to the Company or to
the Seller or its nominee.”;
4.11 references
in the Agreement to clauses which have been renumbered in terms of this Addendum
shall be deemed to be references to such clauses as
renumbered.
5. COUNTERPARTS
This
Addendum may be executed in any number of counterparts and by the different
Parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts together shall
constitute one and the same instrument.
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DATED
AT VIENNA ON THIS THE
15TH DAY OF JUNE 2009
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AS
WITNESSES:
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FOR: CENTURY RESORTS
LIMITED
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1.
/s/ Kiril Bablakov
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/s/ ▇▇▇▇▇ Haitzmann |
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2.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Who
warrants that he is duly authorised thereto
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Name
of Signatory:
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▇▇▇▇▇ Haitzmann |
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Capacity
of Signatory:
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Board Resolution |
DATED
AT FOURWAYS ON THIS THE
15TH DAY OF JUNE 2009
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AS
WITNESSES:
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FOR: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ (PROPRIETARY)
LIMITED
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1.
/s/ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ |
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2.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Who
warrants that he is duly authorised thereto
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Name
of Signatory:
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▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ |
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Capacity
of Signatory:
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Board Resolution |
DATED
AT VIENNA ON THIS THE
15TH DAY OF JUNE 2009
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AS
WITNESSES:
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FOR: CENTURY CASINOS AFRICA
(PROPRIETARY) LIMITED
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1.
/s/ Kiril Bablakov
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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2.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Who
warrants that he is duly authorised thereto
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Name
of Signatory:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Capacity
of Signatory:
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Board Resolution |
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