STOCK PURCHASE AGREEMENT
This stock purchase agreement is made and entered into on this 31 day of July
2002 by and between
1. The INVESTMENT FUND FOR CENTRAL AND EASTERN EUROPE, an independent
self-governing fund with legal personality, limited in its liability
to the extent of its net worth only, established by Act of Parliament
having its principal office at Xxxxxxxxxx 0, XX-0000 Xxxxxxxxxx X,
Xxxxxxx (hereinafter referred to as "I0") and
2. TDC A/S, CVR-no. 14773908, a company limited by shares, domiciled and
duly registered in Xxxxxxxxx 00, 0000 Xxxxxxxxxx, Xxxxxxx (hereinafter
referred to as the "Buyer").
WHEREAS I0, as evidenced by the certificate attached as Appendix 1 ("the
Certificate"), is the owner of 1,285,714 shares of common stock , par
value $.001 per share (hereinafter referred to as "the Shares") in
Hungarian Telephone and Cable Corp., a company listed on the American
Stock Exchange ("AMEX") and with its principal executive offices at
0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000-0000 XXX, I.R.S.
Employer Identification No. 00-0000000 (hereinafter referred to as
"the Company");
WHEREAS I0 has entered into a Shareholders' Agreement of 11 May 1999 (the
"Shareholders Agreement") with the Buyer (formerly known as Tele
Danmark A/S) providing among other things for I0's investment in the
Company and for certain put and call arrangements as regarding the
Shares;
WHEREAS I0 acquired the Shares for USD Nine Million Dollars ($9,000,000)
pursuant to a certain stock purchase agreement dated 12th May 1999
between I0 and the Company;
WHEREAS I0 irrevocably exercised a put option over the Shares against the
Buyer by letter dated 28 June 2002 received by the Buyer on 1 July
2002;
WHEREAS Article 4.4 of the Shareholders Agreement stipulates that the
acquisition of and payment for the Shares shall be effected 30
calendar days after receipt of I0's irrevocable notice to exercise the
put option;
WHEREAS the Buyer and the Seller have decided to terminate the Shareholders
Agreement upon closing of the transfer of Shares as contemplated by
Article 2 and 3 of this Agreement; and
WHEREAS I0 and the Buyer have agreed to transfer the Shares to the Buyer on
the terms and conditions contained in this Stock Purchase Agreement
("this Agreement");
Now, therefore, the parties agree as follows:
Article 1
Upon the terms and subject to the conditions of this Agreement and in exchange
for the consideration set forth in Article 2 below, on the date hereof ("the
Effective Date"), Buyer shall purchase and accept from I0, and I0 shall sell,
transfer, deliver, assign and convey to the Buyer the Shares, including any and
all rights and interests vested in the Shares.
Article 2
In consideration and exchange for the purchase of the Shares as provided for in
Article 1 above, Buyer shall pay I0 the sum of Eleven Million Nine Hundred and
Seventy Nine Thousand US Dollars ($11,979,000.00, hereinafter referred to as
"the Purchase Price"), which Purchase Price shall be paid by wire transfer into
I0's account No. 3100 3001 788 809 with Xxxxxx Xxxx, Xxxxxxx Xxxxx 0, XX-0000
Xxxxxxxxxx X, Xxxxxxx. The above Purchase Price has been calculated in
accordance with Article 4.2 of the Shareholders Agreement.
The Purchase Price shall be paid without set-off, counterclaim or protest of any
kind on 31 July 2002 conditional upon the signing of this Agreement by both
parties and I0's delivery during a closing meeting on 31 July 2002 of the
Certificate duly endorsed to the Buyer, which endorsement shall be to the Buyers
satisfaction, and conditional upon termination in writing of the Shareholders
Agreement as set forth in article 7.
Article 3
All dividend, etc. declared and approved by the General Assembly prior to the
Effective Date belongs to I0, just as I0 has the right to vote at Board Meetings
(if any) and General Assemblies till this date.
Article 4
At the Buyer's request in writing, I0 has provided available facts and
information concerning the Shares and the Company, which is in all material
respects and so far as I0 is aware accurate and not misleading.
Article 5
I0 upon the Effective Date hereby represents and warrants that:
a) it is the sole and legal owner of the Shares and will convey good,
valid and marketable title to the Shares;
b) the Shares are free and clear of all liens, claims, pledges, options,
encumbrance of any type or charges whatsoever, except for the rights
and obligations pursuant to the Shareholders' Agreement that are being
terminated with this Agreement;
c) I0 validly exists as an independent self-governing fund in Denmark
with legal personality, limited in its liability to the extent of its
net worth only, established by Act of Parliament in Denmark and has
all power and authority required to execute and deliver this Agreement
and to perform its obligations hereunder;
d) this Agreement, when executed and delivered, will constitute a valid,
binding and enforceable obligations of I0 in accordance with its
terms;
e) I0 has obtained all necessary authorizations to (i) enter into this
Agreement, (ii) to transfer the Shares, (iii) execute this Agreement,
(iv) the endorsement of the Shares and (v) the termination of the
Shareholders Agreement.
The Buyer hereby upon the Effective Date represents and warrants:
a. that the Buyer validly exists as a limited liability company
registered in Denmark and has all power and authority required to
execute and deliver this agreement and to perform its obligations
hereunder;
b. that this Agreement, when executed and delivered, will constitute a
valid, binding and enforceable obligations of the Buyer in accordance
with its terms;
c. that the Buyer has obtained all necessary authorizations to (i) enter
into this Agreement, (ii) pay and transfer the Purchase Price, (iii)
execute this Agreement and receive the Shares and (iv) the termination
of the Shareholders Agreement .
Article 6
Upon the Effective Date:
a. the rights and title to the Shares shall vest in the Buyer and
accordingly all of the rights, obligations and liabilities of a
shareholder in respect of the transferred Shares shall as of the
Effective Date be to the benefit or risk of the Buyer;
b. I0 shall deliver to the Buyer the Certificate as set out in Article 2
and any other documents in its possession or under its control which
may be necessary to give full and final effect to the transfer of the
Shares to the Buyer. Also, I0 shall without delay and against payment
return all necessary documents duly signed to the Buyer and lend other
assistance according to Article 4.9 of the Shareholders Agreement, if
so required; and
c. with the full assistance of I0, also after the Effective Date, the
Buyer shall be empowered by I0 to notify the transfer of the Shares to
the Board of Directors of the Company and be empowered and obliged to
have the Shares appropriately registered in the Share Register Book of
the Company or such other registry as may be necessary in the name of
the Buyer. The Buyer shall also be empowered by I0 and obliged to
assist I0 to the extent necessary, in having I0's name deleted from
the Official Registry of Share Companies in Delaware.
Article 7
Upon completion of the transfer contemplated by this Agreement, the Shareholders
Agreement shall terminate, which shall be confirmed in writing at the closing
meeting mentioned in article 2. The parties do not agree whether the
Shareholders Agreement provided for any of the parties to be responsible for
obtaining permissions, approvals or similar prior to giving effect to an
acquisition under the put/call arrangements; and this question of interpretation
shall not be affected by this Agreement or the termination of the Shareholders
Agreement.
Article 8
As set out in the Shareholders Agreement, I0 and the Buyer shall equally share
any taxes, levies or duties in connection with the transfer of the Shares
contemplated by this Agreement. Otherwise there shall be no reimbursement of
costs between I0 and the Buyer.
Article 9
This Agreement is governed by and shall be construed in accordance with Danish
law.
Any dispute arising out of or relating to this Agreement or the transactions
contemplated hereby which cannot be settled amicably, shall be finally decided
by the Danish Institute of Arbitration (Copenhagen Arbitration).
The language of the proceedings (including documentation) shall be Danish.
This Agreement has been executed in 2 originals in the English language.
---- o0o ----
All notices hereunder shall be sent to the following addresses:
For the Buyer: Name: Xxxxxx X. Xxxx, Senior Vice President
Address: Xxxxxxxxxxxxxx 0, 0000 Xxxxxxxxxx C
Telephone: x00 00 00 00 00
Fax: x00 00 00 00 00
E-mail: xxx@xxx.xx
cc to TDC A/S, Legal Affairs:
Address: X0xxxxxxx 00, 0000 Xxxxxxxxxx C
Telephone: x00 00 00 00 00
Fax: x00 00 00 00 00
E-mail: xx@xxx.xx
For I0: The Investment Fund for Central and Eastern Europe
Xxxxxxxxxx 0
XX-0000 Xxxxxxxxxx X
Xxxxxxx
Telephone:x00 00 00 00 00
Fax: x00 00 00 00 00
E-mail: xxx@xxx.xx
Date of signature: 31 July 2002 31 July 2002
-------------- --------------
For the Buyer: /s/: Xxxxxx X. Xxxx /s/: Xxxxxx Xxxxxx
----------------------------- ----------------------------
Name: Xxxxxx X. Xxxx Witness: Xxxxxx Xxxxxx
For I0: /s/: Sven Riskaer /s/: Xxxxxxx Xxxxxxxxx
----------------------------- ----------------------------
Name: Sven Riskaer Witness: Xxxxxxx Xxxxxxxxx
----------------------------- ----------------------------
Name: Witness:
