EXHIBIT 99.1
AGREEMENT FOR SALE AND PURCHASE
DATED: 20th March, 2002
BETWEEN: 1. BROOKLINE LIMITED a company incorporated under the laws of the
Commonwealth of The Bahamas with its registered office at
Shirlaw House, 87 Xxxxxxx Street, Nassau, Bahamas (the
"Vendor"); and
2. LANDRACE HOLDINGS LTD. another company incorporated under the
laws of the Commonwealth of The Bahamas with its registered
office at Shirlaw House, 87 Xxxxxxx Street, Nassau, Bahamas
(the "Purchaser").
WHEREBY IT IS AGREED as follows:
1. DEFINITIONS:
"Completion Date" means the close of business on the 22nd day of March,
2002 or such other date as the parties hereto may agree in writing;
"Purchase Price" means the sum of Three Million Three Hundred and
Ninety-seven Thousand Six Hundred and Forty dollars in the currency of
the United States of America (US$3,397,640.00). "Shares" means the
1,682,000 fully paid shares in AHL Services Inc. owned by the Vendor.
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 PURCHASE:
2.1 Subject to the provisions of this Agreement the Vendor shall sell and
the Purchaser shall purchase all of the Shares free from any mortgage
charge lien sale agreement or any other encumbrance or claim of any
kind.
2.2 The purchase price for the Shares shall be the Purchase Price and shall
be payable by the Purchaser to the Vendor on the Completion Date.
3. TITLE:
3.1 The Vendor sells as beneficial owner.
3.2 The title to the Shares shall remain vested in the Vendor until the
Purchase Price shall have been paid in full to the Vendor.
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.
EXHIBIT 99.1
4.2 At completion upon payment of the Purchase Price by the Purchaser to
the Vendor, 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;
4.2.2 deliver the original of share certificate no. 0276 for 498,000
shares in AHL Services, Inc.; and
4.2.3 direct Deutsche Banc Alex. Xxxxx and UBS PaineWebber
Incorporated, each acting as custodian of some of the balance
of the Shares, to hold such Shares for and on behalf of the
Purchaser.
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 in clause 5.1.
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES:
6.1 Notwithstanding the completion of the sale and purchase herein the
representations and warranties 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 and
warranties in accordance with the terms hereof.
7. CLOSING COSTS:
7.1 Each party to this Agreement shall bear its own legal fees and shall
bear equally any administrative costs that may be incurred by the above
mentioned custodians or in connection with the issue of a new share
certificate in favour of the Purchaser as a result of the assignment of
the Shares to the Purchaser.
8. GOVERNING LAW:
8.1 This Agreement shall be governed and construed in accordance with the
laws of the Commonwealth of The Bahamas.
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EXHIBIT 99.1
AS WITNESS the hand of Xxxxxx
Xxxxxxx, the Liquidator of the Vendor,
for and on behalf of the Vendor
/s/ Xxxxxx Xxxxxxx
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Signed and delivered by Xxxxxx Xxxxxxx, the Liquidator of BROOKLINE LIMITED, for
and on behalf of the said company, in the presence of:
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AS WITNESS the hand of Xxxxxxxx Deal,
a director of the Purchaser,
for and on behalf of the Purchaser
/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:
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