EXHIBIT 2.2
Dated September 3, 1999
IMAX CORPORATION
THE VENDORS (AS DEFINED HEREIN)
and
DIGITAL PROJECTION INTERNATIONAL PLC
SUPPLEMENTAL AGREEMENT
relating to the sale and purchase of
the majority of the issued shares of
Digital Projection International PLC
THIS AGREEMENT is made on September 3,1999
AMONG:-
(1) IMAX CORPORATION, a Canadian corporation (the "Purchaser");
(2) The persons specified as Vendors in the Schedule hereto (each a "Vendor"
and collectively, the "Vendors"); and
(3) DIGITAL PROJECTION INTERNATIONAL PLC, and English company (No. 03280170)
whose registered office is at Xxxxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxxx X00 0XX
(the "Company").
AND IS SUPPLEMENTAL to an sale and purchase agreement between the same parties
dated 4 August 1999 relating to the sale and purchase of the majority of the
issued share capital of the Company (the "Principal Agreement")
WHEREAS
(A) The Principal Agreement provides that the Purchase Price for the Shares
will be $26,945.750 (subject to an adjustment based on the net assets of
the Company) and that certain loans made by the Investors totalling
(Pounds) 9,000,000 (nine million pounds sterling) (the "Investor Loans")
together with the unpaid interest of (Pounds) 708,634 (seven hundred and
eight thousand, six hundred and thirty four pounds sterling) and a loan
from The British Linen Bank Limited of (Pounds) 3,400,000 (three million
four hundred thousand pounds sterling) (the "BLB Loan") together with
unpaid interest and fees of (Pounds) 1,566.32 (one thousand five hundred
and sixty six pounds and thirty two xxxxx) will be waived;
(B) The parties have agreed that the Investor Loans, together with the unpaid
interest, and the BLB Loan , together with the unpaid interest and fees,
will no longer be waived.
1. INTERPRETATION
Unless the context requires otherwise, words and expressions defined in
the Principal Agreement shall have the same meaning when used in this
agreement.
2. THE CONSIDERATION
2.1 The parties agree that the sale and purchase of the Shares shall take
place on the terms and conditions set out in the Principal Agreement save
that the Purchase Price (as defined in clause 2.4 of the Principal
Agreement) shall be reduced by ,13,110,200.32 (thirteen million, one
hundred and ten thousand, two hundred pounds and thirty two xxxxx);
3. REPAYMENT OF LOANS
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3.1 The following shall be additional completion obligations as if they were
included as a new clause 5.2C of the Principal Agreement:
3.1.1 On Completion, the Investor Loans shall be satisfied in full
including any accrued interest up to 3 September 1999 (less any
deduction or withholdings required by law);
3.1.2 On Completion, the BLB Loan shall be repaid in full including any
accrued interest up to 3 September 1999 (less any deduction or
withholdings required by law) and any fees.
3.2 For the avoidance of doubt, the Vendors shall pay any early redemption
charges or pre-payment penalties associated with the repayment of the
Investor Loans or the BLB Loan.
3.3 For the avoidance of doubt, the Investor Loans and BLB Loan together with
the unpaid interest and fees thereon, shall be included in the Final
Balance Sheet prepared under clause 5.7 of the Principal Agreement.
4. GENERAL
The provisions of clauses 14 to 20 of the Principal Agreement shall apply
mutatis mutandis as if repeated herein.
SCHEDULE
THE VENDORS
3i Group plc
Phildrew Nominees Ltd for Phildrew Ventures Fourth Fund
Phildrew Nominees Ltd. for Phildrew Ventures Fourth Fund B
Phildrew Nominees Ltd for Phildrew Ventures Fourth Fund C
Phildrew Nominees Ltd for Phildrew Ventures Fourth Fund D
Xxxxxxx Xxxxxxx
Xxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx
Xxxxx Xxxxx
Xxxxxx Xxxxx
Xxxxxxx Xxxx
Xxxxxxx Xxxxxx
Digital Projection Trustee Limited
IN WITNESS whereof this agreement has been executed on the date first above
written.
Signed by )
for and on behalf of )
IMAX CORPORATION )
in the presence of:- )
Signed by )
for and on behalf of )
DIGITAL PROJECTION )
TRUSTEE LIMITED )
in the presence of:- )
Signed by )
for and on behalf of )
3i GROUP PLC )
in the presence of:- )
Signed by )
for and on behalf of )
CANVEN (C.I.) LIMITED )
MANAGING GENERAL )
PARTNER FOR )
PHILDREW VENTURES )
FOURTH FUND )
in the presence of:- )
Signed by )
for and on behalf of )
CANVEN (C.I.) LIMITED )
AS MANAGING )
GENERAL PARTNER )
FOR PHILDREW )
VENTURES FOURTH )
FUND B )
in the presence of:- )
Signed by )
for and on behalf of )
CANVEN (C.I.) LIMITED )
MANAGING GENERAL )
PARTNER FOR )
PHILDREW VENTURES )
FOURTH FUND C )
in the presence of:- )
Signed by )
for and on behalf of )
CANVEN (C.I.) LIMITED )
MANAGING GENERAL )
PARTNER FOR )
PHILDREW VENTURES )
FOURTH FUND D )
in the presence of:- )
Signed by )
for and on behalf of )
PHILDREW NOMINEES )
LIMITED in the )
presence of:- )
Signed by )
for and on behalf of )
XXXXXXX XXXXXXX )
in the presence of:- )
Signed by )
for and on behalf of )
XXXXX XXXXXXXXX )
in the presence of:- )
Signed by )
for and on behalf of )
XXXXXXX XXXXXXXXX )
in the presence of:- )
Signed by )
for and on behalf of )
XXXXX XXXXX )
in the presence of:- )
Signed by )
for and on behalf of )
XXXXXX XXXXX )
in the presence of:- )
Signed by )
for and on behalf of )
XXXXXXX XXXX )
in the presence of:- )
Signed by )
for and on behalf of )
XXXXXXX XXXXXX )
in the presence of:- )
Signed by )
for and on behalf of )
DIGITAL PROJECTION )
INTERNATIONAL PLC )
in the presence of:- )
