THIS AGREEMENT is made on 4 December 2002
BETWEEN
(1) CALEDONIA INDUSTRIAL & SERVICES LIMITED whose registered office is at
Xxxxxx Xxxxx, 00 Xxxxxxxxxx Xxxx, Xxxxxx XX0X 0XX (the Vendor)
(2) CALEDONIA INVESTMENTS PLC whose registered office is at Xxxxxx Xxxxx,
00 Xxxxxxxxxx Xxxx, Xxxxxx XX0X 0XX (the Purchaser)
WHEREAS
(A) Offshore Logistics, Inc. whose business address is at 000 Xxx xx Xxxx, XX
Xxx 0X, Xxxxxxxxx, Xxxxxxxxx 00000, Xxxxxx Xxxxxx (the Company) is a company
incorporated under the laws of the State of Delaware.
(B) The Vendor is the sole legal and beneficial owner of the securities in the
Company listed in the schedule to this Agreement (the Securities).
(C) The Vendor has agreed to sell all of the Securities to the Purchaser for the
consideration and upon the terms set out in this Agreement.
IT IS AGREED as follows:
1. SALE OF THE SECURITIES AND CONSIDERATION
1.1 The Vendor agrees to sell the Securities and the Purchaser agrees to
purchase the Securities, on the terms that the same covenants shall be deemed to
be given by the Vendor on Completion in relation to the Securities as are
implied under Part I of the Law of Property (Miscellaneous Provisions) Xxx 0000
where a disposition is expressed to be made with full title guarantee. The
Securities shall be sold free from all security interests, options, equities,
claims or other third party rights (including, without limitation, rights of
pre-emption) of any nature whatsoever, together with all rights attaching to
them including, without limitation, the right to receive all dividends and other
distributions declared, made or paid on or after the date of this Agreement.
1.2 The total purchase price for the Securities shall be the payment by the
Purchaser to the Vendor of the sum of (pound)24,822,999.01 (being the sterling
value of the latest available mid market prices for the Securities multiplied by
the number of Securities on the last practicable date prior to the execution of
this Agreement and which includes accrued plus unpaid interest of
(pound)185,651.36 receivable in relation to the 6 per cent. convertible loan
stock).
2. COMPLETION
2.1 The sale and purchase of the Securities shall be completed immediately
after this Agreement is signed, when the events set out in the following
provisions of this clause 2 shall take place.
2.2 The Vendor shall, where appropriate, deliver or cause to be delivered
to the Purchaser duly executed transfers into the name of the Purchaser or its
nominee in respect of all the Securities, together with the relative share
certificates or, if any of the Securities are in uncertificated form, the Vendor
shall procure that the appropriate action is taken in order to ensure that the
Vendor's entire interest in such Securities is transferred to the Purchaser.
2.3 The purchase price referred to in clause 1.2 shall be left outstanding
(together with accrued interest thereon) as a debt payable on demand in writing
made by the Vendor on the Purchaser at any time after the date of this
Agreement, carrying interest on the principal amount (and any interest owed in
respect of periods up to the start of the relevant interest period) at the rate
of LIBOR plus one (1) per cent. (as defined below) which shall be calculated in
respect of each period of three months for which the purchase price is left
outstanding (an interest period) and payable on the last day of each such
interest period. In the event that the purchase price and interest thereon is
repaid otherwise than at the end of an interest period, the interest in respect
of the period from the end of the last interest period until the date of such
repayment shall be the rate of LIBOR plus one (1) per cent. pro-rated (on a
simple time basis) accordingly.
2.4 For the purposes of this Agreement "LIBOR" means:
(a) the display rate of the offered quotation for deposits in pounds
sterling for a period of three months of Telerate Page 3749 (as defined
below) at or about 11.00 a.m. on the relevant date; or
(b) if the display rate cannot be determined under paragraph (a) above, the
rate determined by the Purchaser to be the arithmetic mean (rounded, if
necessary, to the nearest two decimal places with the midpoint rounded
upwards) of the rates notified to the Purchaser by each of HSBC Bank
plc and Barclays Bank plc as the rate at which such bank is offering
deposits in pounds sterling and for the period of six months in the
relevant amount at or about 11.00 a.m. on the relevant date.
For the purposes of this clause 2.4 "Telerate Page 3749" means the display
designated as page 3749 on the Telerate Service (or such other page as may
replace page 3749 on that service or such other service as may be nominated by
the British Bankers' Association (including the Reuters Screen) as the
information vendor for the purposes of displaying British Bankers' Association
Interest Settlement Rates for deposits in the currency concerned.
3. WARRANTIES
The Vendor represents and warrants to the Purchaser that:
(a) the Vendor is the sole legal and beneficial owner of the Securities
free from all security interests, options, equities, claims or other
third party rights (including, without limitation, rights of
pre-emption) of any nature whatsoever; and
Page 2
(b) the Vendor has the legal right to dispose of the Securities.
4. ENTIRE AGREEMENT
This Agreement sets out the entire agreement and understanding between the
parties in respect of the sale and purchase of the Securities.
5. FURTHER ASSURANCE
The Vendor agrees to perform (or procure the performance of) all further acts
and things, and execute and deliver (or procure the execution and delivery of)
such further documents, as may be required by law or as the Purchaser may
reasonably require, whether on or after Completion, to implement and/or give
effect to this Agreement and the transaction contemplated by it and for the
purpose of vesting in the Purchaser the full benefit of the assets, rights and
benefits to be transferred to the Purchaser under this Agreement.
6. VARIATION
No variation of this Agreement (or of any of the documents referred to in this
Agreement) shall be valid unless it is in writing and signed by or on behalf of
each of the parties to it.
7. NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Agreement shall have no right under the
Contracts (Rights of Third Parties) Xxx 0000 to enforce any of its terms.
8. GOVERNING LAW
This Agreement and the relationship between the parties shall be governed by,
and interpreted in accordance with, English law.
Page 3
Schedule 1
The Securities
------------------------------- ---------------------- --------------------
Type Number Value ((pound))
------------------------------- ---------------------- --------------------
------------------------------- ---------------------- --------------------
Common Stock 1,300,000 17,661,285.18
------------------------------- ---------------------- --------------------
------------------------------- ---------------------- --------------------
6% Convertible Loan Stock 10,350,000 7,161,713.83
------------------------------- ---------------------- --------------------
Page 4
IN WITNESS whereof this Agreement has been signed by and on behalf of the
parties on the day and year first before written.
SIGNED by /s/ Caledonia Industrial & Services Limited )
for and on the behalf of )
CALEDONIA INDUSTRIAL & )
SERVICES LIMITED )
SIGNED by /s/ Caledonia Investments plc )
for and on the behalf of )
CALEDONIA INVESTMENTS PLC )
Page 5
CONTENTS
CLAUSE PAGE
1. SALE OF THE SECURITIES AND CONSIDERATION ...........................1
2. COMPLETION .........................................................1
3. WARRANTIES .........................................................2
4. ENTIRE AGREEMENT ...................................................3
5. FURTHER ASSURANCE ..................................................3
6. VARIATION ..........................................................3
7. NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) XXX 0000 .......3
8. GOVERNING LAW ......................................................3
SCHEDULE 1 THE SECURITIES ..............................................4
Page I
4 DECEMBER 2002
CALEDONIA INDUSTRIAL & SERVICES LIMITED
CALEDONIA INVESTMENTS PLC
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AGREEMENT
FOR THE SALE AND PURCHASE OF
SECURITIES IN OFFSHORE LOGISTICS INC
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LOGO [FRESHFIELDS BRUCKHAUS XXXXXXXX]
