Exhibit 99.2
AGREEMENT FOR SALE AND PURCHASE
DATED: 19 December, 2002
BETWEEN: 1. LANDRACE HOLDINGS LTD. a company incorporated under the
laws of the Commonwealth of The Bahamas with its registered
office at Shirlaw House, 87 Xxxxxxx, Nassau, Bahamas (the
"Vendor"); and
2. CALEDONIA INVESTMENTS PLC whose registered office is at Xxxxxx
Xxxxx, 00 Xxxxxxxxxx Xxxx, Xxxxxx XX0X 6NN England (the
"Purchaser").
WHEREBY IT IS AGREED as follows:
1. DEFINITIONS:
1.1 The following terms used herein shall have the meanings set forth below:
"Assets" means the Partnership Interest and the Shares.
"Completion" means the actual completion of the sale and purchase of the
Assets pursuant to the terms of this Agreement;
"Completion Date" means the close of business on the 19th day of
December, 2002 or such other date as the parties hereto may agree in
writing;
"Libor" means
(a) the display rate of the offered quotation for loans in United States
dollars for a period of three months quotes for value on the relevant
date or Telerate Page 3747; or
(b) if the display rate cannot be determined under paragraph (a) above,
the rate determined by the Purchaser to be 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 loans in United States dollars and for the period of nine
(9) months in the relevant amount at or about 11:00 a.m. on the
relevant date;
"Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership of Xxxxxxxxx Capital Partners (Cayman), L.P. (the
"Partnership") dated as of 30th June, 2000;
"Partnership Interest" means all of the Vendor's limited partnership
interest of 2.352941% in the Partnership under the Partnership Agreement
with a capital commitment of Ten million dollars in the currency of the
United States of America (US$10,000,000), of which Two million Sixty-four
thousand Seven hundred and Sixty-nine dollars in the said currency
(US$2,064,769.00) has been paid;
"Purchase Price" means the sum of Two million eight hundred and
Eighty-Eight thousand Nine hundred and Forty-Eight dollars in the currency
of the United States of America (US$2,888,948.00) being
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the aggregate of the price for the Partnership Interest and the Shares as
set forth in the Schedule hereto;
"Shares" means the 1,682,000 full paid shares in AHL Services Inc.
beneficially owned by the Vendor; and
"Telerate Page 3747" means the display designated as page 3747 on the
Telerate Service (or such other page as may replace page 3747 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).
1.2 Words denoting the singular number only shall include the plural and vice
versa. Words denoting any gender include all genders and words denoting persons
shall include firms and vice versa.
2. SALE AND CONSIDERATION:
2.1 Subject to the provisions of this Agreement the Vendor shall sell and the
Purchaser shall purchase all of the Assets free from any mortgage charge
lien sale agreement options equities or other third party rights or any
other encumbrance or claim of any kind (save in respect of the Partnership
Interest as provided in the Partnership Agreement).
2.2 The total purchase price for the Assets shall be the Purchase Price.
3. TITLE:
The Vendor sells as beneficial owner.
4. COMPLETION:
4.1 Completion of this sale and purchase shall take place on the Completion
Date at the xxxxxxxx of Messrs. Xxxxx & Xxxxxxx, Xxxxxxxxxxx Xxxxx, 00
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx or at such other place as the parties
hereto may agree.
4.2 At Completion, the Vendor shall:
4.2.1 deliver or cause to be delivered to the Purchaser a duly executed
share transfer and assignment form or other good and sufficient
instruments of assignment or transfer as shall be effective to
vest in the Purchaser the Vendor's title and interest to the
Shares, together with the relative share certificates or other
documents of title;
4.2.2 a duly executed Assignment and Subscription Agreement or other
good and sufficient instruments of assignment or transfer as
shall be effective to vest in the Purchaser the Vendor's title
and interest to the Partnership Interest; and
4.2.3 copies of the Partnership Agreement, Subscription Booklets,
Prospectus, financial reports and all other documents and
materials relating to the Assets in its possession.
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4.3 At Completion, the Vendor shall direct UBS Xxxxx Xxxxxx Inc., acting as
custodian of a portion of the Shares comprising 82,000 of such Shares, to
hold such Shares for and on behalf of the Purchaser.
4.4. The Purchase Price shall be left outstanding (together with accrued
interest thereon) as a debt re-payable immediately on demand in writing
made by the Vendor on the Purchaser at any time on or before 31st March,
2003, 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) percent; 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)
percent pro-rated (on a simple time basis) accordingly.
4.5 Upon Completion the Purchaser shall be liable and responsible for all the
obligations and forward capital commitments of the Vendor under the
Partnership Agreement.
5. REPRESENTATIONS AND WARRANTIES:
5.1 The Vendor hereby represents and warrants to the Purchaser as follows:
5.1.1 The Vendor is duly organized and existing and in good standing
under the laws of the Commonwealth of The Bahamas and has taken
all requisite action and has the corporate power and authority to
enter into and perform this agreement and to cause the completion
of the transactions herein. This agreement is and all instruments
documents and agreements to be executed and delivered to the
Purchaser will be the valid and binding obligations of the
Vendor.
5.1.2 The execution and delivery of this agreement and the completion of
the transactions hereunder by the Vendor will not conflict with
any term or provision of any instrument or agreement to which the
Vendor is a party or by which its assets are bound.
5.1.3 The foregoing representations and warranties will remain true and
accurate up to and shall be deemed to be repeated immediately
prior to completion.
5.2 The Purchaser hereby represents and warrants to the Vendor mutatis
mutandis in respect of itself to the same effect the representations and
warranties contained clause 5.1.
6. INDEMNITY:
The Purchaser agrees to and hereby indemnifies the Vendor its successors
in title and its assigns against each and every cost claim liability
expense or demand including but without limitation attorneys fees, costs
of appeal and collection
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costs arising out of any breach by the Purchaser of its obligations
under the Partnership Agreement and the Assignment and Subscription
Agreement to be entered into by and amongst the Vendor, the Purchaser
and GCP, L.P. the general partner of the Partnership.
7. SURVIVAL OF REPRESENTATIONS WARRANTIES AND INDEMNITIES:
Notwithstanding the completion of the sale and purchase herein the
representations warranties and indemnifies herein contained shall
continue thereafter to subsist for so long as may be necessary for the
purpose of giving effect to each and every of those representations
warranties and indemnities in accordance with the terms hereof.
8. CLOSING COSTS:
Each party to this Agreement shall bear its own legal fees and shall
bear equally any administrative costs that may be imposed by the said
UBS PaineWebber Inc. and GCP, L.P. as a result of the assignment of
the Assets to the Purchaser.
9. ENTIRE AGREEMENT:
This Agreement set out the entire agreement and understanding between
the parties in respect of the sale and purchase of the Ownership
Interest.
10. 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 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.
11. 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.
12. COUNTERPARTS:
This Agreement may be executed in any number of counterparts each of
which shall constitute an original and all of which, taken together,
shall constitute one and the same instrument.
13. GOVERNING LAW:
This Agreement shall be governed and construed in accordance with the
laws of the Commonwealth of The Bahamas.
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THE SCHEDULE HEREINBEFORE REFERRED TO
ASSETS PRICE
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Partnership Interest US$2,064,768.00
Shares US$824,180.00
Total US$2,888,948.00
AS WITNESS the hand of Xxxxxxxx Deal,
a director of the Vendor, for and on
behalf of the Vendor
/S/ XXXXXXXX DEAL
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Signed and delivered by Xxxxxxxx Deal, a director of LANDRACE HOLDINGS LTD., for
and on behalf of the said company, in the presence of:
/S/ XXXXXXX XXXX
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AS WITNESS the hand of Xxxxxx Xxxxxxx,
Company Secretary of the Purchaser
/S/ XXXXXX XXXXXXX
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Signed and delivered by X. X. Xxxxxxx, Company Secretary of CALEDONIA
INVESTMENTS PLC, for and on behalf of the said company, in the presence of:
/S/ XXXXXXX XXXXX
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INSTRUMENT OF TRANSFER OF SHARES
We, LANDRACE HOLDINGS LTD., for good and valuable consideration received by us
from CALEDONIA INVESTMENTS PLC do hereby transfer to the said CALEDONIA
INVESTMENTS PLC the 1,682,000 common shares of AHL SERVICES INC. (the "Company")
inclusive standing in our name in the register of the Company to hold unto the
said CALEDONIA INVESTMENTS PLC, its successors and assigns, subject to the
several conditions on which we held the same at the time of the execution
hereof; and we the said LANDRACE HOLDINGS LTD. do hereby consent that our name
remain on the register of the Company until such time as the Company may enter
the transferee's name thereon; and we the said CALEDONIA INVESTMENTS PLC do
hereby agree to take the said share(s) subject to the same conditions.
As witness our hands:
Signed by the said LANDRACE HOLDINGS LTD on the 19 day of December, 2002 in the
presence of:
/S/ XXXXXXXX DEAL /S/ XXXXXXX XXXX
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LANDRACE HOLDINGS LTD. Witness
By: Xxxxxxxx Deal
Office: Director
Signed by the said CALEDONIA INVESTMENTS PLC on the 19 day of December, 2002 in
the presence of:
/S/ XXXXXX XXXXXXX /S/ XXXXXXX XXXXX
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CALEDONIA INVESTMENTS PLC Witness
By: Xxxxxx Xxxxxxx
Office: Company Secretary
