DATED 13 November, 1997 EXHIBIT 2.2
SHARE EXCHANGE AGREEMENT
relating to the sale and purchase of the
entire issued share capital of
ESG HOLDING AG
THE VENDORS (1)
EUROPEAN SPECIALTY GROUP (UNITED KINGDOM) LIMITED (2)
SHARE EXCHANGE AGREEMENT
DATE
13 November, 1997
PARTIES
(1) THE SEVERAL PERSONS whose names and addresses are set out in Schedule 2
(together "the Vendors", and each a "Vendor"); and
(2) EUROPEAN SPECIALTY GROUP (UNITED KINGDOM) LIMITED, a company incorporated
in England and Wales with number 3405914, whose registered office is at 00
Xxxx Xxxxxx, Xxxxxx ("xxx Purchaser").
INTRODUCTION
(A) European Specialty Group Holding AG ("the Company"), short particulars of
which are set out in Schedule 1, is a company duly incorporated and
existing in accordance with the laws of the Federal Republic of Germany
and has at the date of this Agreement an authorised share capital of
DM500,000.00 divided into 100,000 shares of DM5.00 each, all of which have
been issued and are fully paid ("the Shares").
(B) The Vendors are the registered and beneficial holders of all the Shares as
set out in Schedule 2 and, as such, have the ability to sell the Shares
with full title guarantee.
(C) The Purchaser is a private company limited by shares incorporated in
England and Wales under the Companies Xxx 0000 and has at the date of this
Agreement an authorised share capital of (Pounds)1,000 consisting of 1,000
shares of (Pounds)1.00 each of which 2 have been issued and are fully
paid, and which authorised share capital will be increased to
(Pounds)100,000 divided into 100,000 ordinary shares of (Pounds)1.00 each
("Ordinary Shares") prior to Completion.
(D) The Vendors have agreed to sell to the Purchaser, and the Purchaser has
agreed to purchase, the Shares in consideration of the allotment and issue
to the Vendors of 100,000 Ordinary Shares in aggregate ("the Consideration
Shares") in the amounts set out in Schedule 2.
OPERATIVE PROVISIONS
1 CONDITIONS PRECEDENT
This Agreement, and all the obligations of the parties hereunder, are
conditional upon the unconditional completion to the satisfaction of the
Purchaser of any one or more Direct Sales (as such expression is defined
in the prospectus to be issued by ESG Re Limited after the date of this
Agreement and in such form as may be approved by each of the Purchaser and
Xxxxxxxx Xxxx (acting as duly authorised agent on behalf of all the
Vendors)), evidenced by notice in writing to the Purchaser and Xxxxxxxx
Xxxx from ESG Re Limited, taking place on or prior to 31 December 1997, or
such other date as Xxxxxxxx Xxxx (acting as duly authorised agent on
behalf of all the Vendors) and the Purchaser may agree, failing which this
Agreement shall lapse and be of no further effect.
2 SALE AND PURCHASE
2.1 Each of the Vendors shall sell as legal and beneficial owner and with full
title guarantee and the Purchaser, relying on the representations and
warranties set out in clause 4, shall purchase the Shares shown against
the Vendors' respective names in column (2) of Schedule 2 free from all
liens, charges and encumbrances and together with all rights attaching
thereto.
2.2 In exchange for the Shares, the Purchaser shall issue to each of the
Vendors the Consideration Shares credited as fully paid (at such premium
to the nominal value of such shares as the Purchaser shall reasonably
determine), in the amounts set out against the Vendors' respective names
in column (3) of Schedule 2.
3 COMPLETION
3.1 Completion of the exchange of the Consideration Shares for the Shares
("Completion") shall take place at such time and place as the Purchaser
and Xxxxxxxx Xxxx (acting as duly authorised agent on behalf of all of the
Vendors) shall agree, or in the absence of agreement at the office of
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx XX00000-0000, forthwith upon satisfaction of the condition described
in clause 1 when:
(a) each of the Vendors shall deliver to the Purchaser:
(i) a duly executed transfer of the Shares in favour of the
Purchaser (or as it may direct) together with the relevant
share certificate(s); and
(ii) any other documents which may be required to vest in the
Purchaser the full legal and beneficial ownership of the
Shares and enable the Purchaser to procure them to be
registered in its name or as it shall direct;
(b) the Purchaser shall issue the Consideration Shares to each of the
Vendors credited as fully paid in the amounts set out against their
respective names in column (3) of Schedule 2 and shall procure that
each of the Vendors is registered as a member of the Purchaser in
respect of such shares; and
(c) the parties shall procure that a meeting of the directors of the
Company shall be held at which the transfer of the Shares shall be
approved subject to such documents of title, in a form satisfactory
to the directors, as the directors may require being presented for
registration in the Company's share register and until such
registration each of the Vendors shall hold the Shares as trustee
for the Purchaser and subject to its directions (including
directions as to the exercise of voting and other rights attaching
to the Shares).
3.2 The Purchaser shall not be obliged to purchase any of the Shares unless
the purchase of all of the Shares is completed simultaneously in
accordance with this Agreement.
4 WARRANTIES
Each of the Vendors hereby jointly and severally represents and warrants
to the Purchaser that (as at the date hereof and throughout the period up
to and including Completion):
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(a) he is the legal and beneficial owner of the Shares set out against
his name in column (2) of Schedule 2 and that there is no pledge,
lien, option, warrant, charge or encumbrance on, over or affecting
any such Shares, no agreement to create any such pledge, lien,
option, warrant, charge or encumbrance has been made and no claim
has been made that any person is entitled to any such pledge, lien,
charge or encumbrance or any interest in the Shares;
(b) the Vendors are together the sole legal and beneficial owners of all
the Shares, which represent the entire issued share capital of the
Company, there being no other share or loan capital in the Company,
whether existing or under option, of any nature; and
(c) the particulars of the Company set out in Schedule 1 are true,
complete and accurate in all respects.
5 GENERAL
5.1 All the provisions of this Agreement (except for any fully performed
before or at Completion) shall continue in full force and effect after
Completion.
5.2 Each of the Vendors shall be jointly and severally liable in the event of
any breach of any of the warranties, representations, agreements and
obligations of the Vendors under this Agreement, provided that the
Purchaser may release or compromise the liability of any of the Vendors
hereunder, or grant to any of the Vendors time or other indulgence,
without affecting the liability of any other of the Vendors.
5.3 The Purchaser may assign in whole or in part the benefit of this Agreement
which shall enure to the benefit of the successors in title and assigns of
the Purchaser.
5.4 The Vendors shall not divulge to any third party the fact that this
Agreement has been entered into, or any information regarding its terms or
any matters contemplated by this transaction, or make any announcement or
disclose any information relating to it without the prior agreement in
writing of the Purchaser.
5.5 Each of the Vendors hereby undertakes to the Purchaser, at the request of
the Purchaser and at the expense of the Vendors, to do or procure to be
done all such further acts and things and to execute or procure to be
executed all such further deeds and documents as may be necessary,
desirable or expedient fully and effectively to vest in the Purchaser the
legal and beneficial ownership of the Shares and the benefits of this
Agreement.
5.6 This Agreement shall be binding upon each of the Vendors' personal
representatives, heirs and successors.
5.7 This Agreement is governed by and is to be construed in accordance with
the laws of England and Wales and the parties hereby submit to the non-
exclusive jurisdiction of the English courts.
5.8 This Agreement may be executed in several counterparts (whether original
or facsimile counterparts) and upon the execution of all such counterparts
by the parties, each counterpart shall be deemed to be an original hereof.
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SCHEDULE 1
PARTICULARS OF THE COMPANY
Registered number : HRB 00000, Xxxxx Xxxxx xx Xxxxxxx
Status : Aktiengesellschaft
Principal place of business : Hamburg, Germany
Directors : Xxxxxxxx Xxxx, Xxxxxx Xxxxxxxxx,
Xxxxxxx Xxxx
Supervisory board : Dr X-X Mayor, Xxxx Xxxxxxxxx, Xxxxxxx
Xxxxx
Accounting Reference Date : 31 December
Loans : None, save for certain loans from
shareholders and group companies
Charges : None
Bankers : Deutsche Bank AG, Germany
Auditors : WP-StB Xxxxxx Xxxxxxx
Authorised Share Capital : DM500,000
Issued Share Capital : DM500,000
Options, warrants and other
subscription rights : None
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SCHEDULE 2
THE VENDORS
(1) (2) (3)
VENDOR SHARES CONSIDERATION
SHARES
Xxxxxxxx Xxxx 24,990 24,990
Alte Xxxxxxxxxxx 00
00000 Xxxxxx
Xxxxxxx
Xxxxxxx Xxxx 3,870 3,870
Xxxxxx Xxxxxxxxx Xxx. 00
00000 Xxxxx
Xxxxxxx
Sabine Wand 16,045 16,045
Alte Xxxxxxxxxxx 00
00000 Xxxxxx
Xxxxxxx
Xxxxxx Xxxxxxxxx 25,400 25,400
Upper Hollow Road
Vermont
USA
Dr Xxxx-Xxxxxx Mayor 5,010 5,010
Xxxxxxxxxxxxx 00
0000 Xxxxxxx xx Xxxxx
Xxxxxxxxxxx
Xxxx Xxxxxxxxx 505 505
122 Xxxx Xxxxxx Xxxxxxx
0000 Xx Xxxx
Xxxxxx
Franco Canadienne de Re, Ltee 12,000 12,000
10th floor Brunswick House
00 Xxxxxxxx Xxxx
Xxxxx Xxxx
Xxx Xxxxxxxxx
Xxxxxx
RVERS Beteiligungs - und Verwaltungs-GmbH 6,090 6,090
Xxxxxxxxxxx Xxxxxxx 000
00000 Xxxxxxxx
Xxxxxxx
Horning Financial, Inc. 6,090 6,090
x/x Xxxxxxxx XX
Xxxxxxxx 000
0000 Xxx
Xxxxxxxxxxx ________ ____________
100,000 100,000
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ATTESTATIONS
SIGNED by )
XXXXXXXX XXXX ) /s/ Xxxxxxxx Xxxx
SIGNED by )
XXXXXXX XXXX ) /s/ Xxxxxxx Xxxx
SIGNED by )
SABINE WAND ) /s/ Sabine Wand
SIGNED by )
XXXXXX XXXXXXXXX ) /s/ Xxxxxx Xxxxxxxxx
SIGNED by )
DR XXXX-XXXXXX MAYOR ) /s/ Xxxx-Xxxxxx Mayor
SIGNED by )
XXXX XXXXXXXXX ) /s/ Xxxx Xxxxxxxxx
SIGNED by )
FRANCO CANADIENNE DE )
RE, LTEE ) /s/ Xxxx Xxxxxxxxx
SIGNED by )
for and on behalf of )
RVERS BETEILIGUNGS - UND)
VERWALTUNGS-GMBH ) /s/ Xxxxxxx Meyersrenken
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SIGNED by )
for and on behalf of )
HORNING FINANCIAL, INC. ) /s/ Xxxxxx Xxxxxx
SIGNED by )
for and on behalf of )
EUROPEAN SPECIALTY )
GROUP (UNITED KINGDOM) )
LIMITED ) /s/ Xxxxxxx Xxxx
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