AGREEMENT FOR SALE AND PURCHASE
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DATED: 8TH January, 2003
BETWEEN: 1. MANGALITSA LTD. a company incorporated under the laws
of
the Commonwealth of The Bahamas with its registered
office at Shirlaw House, 87 ▇▇▇▇▇▇▇ Street, Nassau,
Bahamas (the "Vendor"); and
2. CALEDONIA INVESTMENTS PLC whose registered office is at
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ 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: -
"Agreements" means the Omnibus Agreement, the Registration Rights and
Governance Agreement and the Settlement Agreement;
"Assets" means the shares and all of the Vendor's rights, benefits,
privileges and obligations in and under the Agreements;
"Completion" means the actual completion of the sale and purchase of the
Assets pursuant to the terms of this Agreement;
"Libor" means
(a) the display rate of the offered quotation for loans in United
States dollars for a period of three months quoted for value
on the relevant date on 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 three (3) months in the
relevant amount at or about 11:00 a.m. on the relevant date;
"Omnibus Agreement" means the Omnibus Agreement dated as of 3rd July, 2001
as amended and supplemented, by and among ▇▇▇▇▇▇▇ International Limited
(formerly known as Sun International Hotels Limited) ("KIL"), Sun
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International Investments Limited ("SIIL"), World Leisure Group Limited
("WLG"), Kersaf Investments Limited ("Kersaf"), the Purchaser, Rosegrove
Limited ("Rosegrove"), Royale Resorts Holdings Limited ("RHHL"), the
Vendor, Cement Merchants SA ("CMS"), Sun International Inc. ("SINC"). Sun
Hotels International, Royale Resorts International Limited, Sun Hotels
Limited, World Leisure Investments Limited, Hog Island Holdings Limited,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Sun International
Management Limited, Sun International Management (UK) Limited and Sun
International Management Limited ("SIMLA");
"Purchase Price" means the sum of One Hundred and Twelve Million Six
Hundred and Eighty Thousand Eight Hundred and Eighty Four dollars and
twenty cents in the currency of the United States of America
(US$112,680,884.20);
"Registration Rights and Governance Agreement" means the Registration
Rights and Governance Agreement dated as of 3rd July, 2001, as amended and
supplemented, by and among KIL, SIIL, WLG, Kersaf, the Purchaser, the
Vendor, CMS, Rosegrove, RRHL and SINC;
"Settlement Agreement" means the Settlement Agreement dated as of 1st
November 2002 by and among KIL, Kersaf, RRHL, SIMLA, WLG, the Purchaser,
the Vendor and CMS;
"Shares" means the 5,808,293 fully paid shares in ▇▇▇▇▇▇▇ International
Limited, a company incorporated under the laws of the Commonwealth of The
Bahamas 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 demoting 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.
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2. SALES AND CONSIDERATION:
2.1 Subject to the provisions of this Agreement the Vendor shall sell and
assign and the Purchaser shall purchase and acquire: -
(a) all of the Shares free from any mortgage charge lien sale
agreement or any other encumbrance or claim of any kind;
(b) all of the Vendor's rights, benefits, privileges and
obligations in and under the Agreements.
2.2 The total purchase price for the Shares shall be the Purchase Price.
3. TITLE:
The Vendor sells as beneficial owner.
4. COMPLETION:
4.1 The sale and purchase of the Assets shall be completed immediately
after this Agreement is signed, when the events set out in the
following provisions of this clause 4 shall take place.
4.2 On Completion, the Vendor shall deliver or cause to be delivered to the
Purchaser:
(a) duly executed assignments or transfers into the name of the
Purchaser or its nominee in respect of all Assets together
with the relative share certificates or other documents of
title;
(b) originals of novation agreements, deeds of assignment, deeds
of adherence or other ancillary documents (as the case may be)
duly executed by the Vendor and relevant third parties, or
letters of consent from relevant third parties indicating a
willingness to enter into novation agreements, in relation to
the Assets agreed with the Purchaser and in a form reasonably
satisfactory to the Purchaser together with copies of all
other material documents relating to the Assets; and
(c) such further documents as the Purchaser may reasonably require
to complete the sale and purchase of the Assets.
4.3 The Purchase Price referred to in clause 2.2 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 31 March 2003, carrying interest at the rate of LIBOR plus
one (1) per cent;
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which shall be calculated in respect of each period of three (3) 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 the 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) per cent pro-rated
(on a simple time basis) accordingly.
4.4 The Purchaser hereby agrees that upon Completion, the Purchaser will
observe and perform all of the obligations of the Vendor under the
Agreements.
5. REPRESENTATIONS AND WARRANTIES:
5.1 The Vendor hereby represents and warrants to the Purchaser as follows:
5.1.1 The Vendor is the sole legal and beneficial owner of the
Shares free from all security interests, options, equities,
claims or other third party rights (including, without
limitation, rights of pre-emption) of any nature whatsoever;
and
5.1.2 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.
5.1.3 The execution and delivery of this Agreement and the
completion of the transaction 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.
5.1.4 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 clauses 5.1.2 to 5.1.4
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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 of
attorneys fees, costs of appeal and collection costs arising out of a
breach by the Purchaser of its obligations under the Agreements.
7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES:
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.
8. CLOSING COSTS:
Each party to this Agreement shall bear its own legal fees and shall
bear equally any charges that may be imposed by ▇▇▇▇▇▇▇ International
Limited as a result of the assignment or transfer of the Assets to the
Purchaser.
9. ENTIRE AGREEMENT:
This Agreement sets out the entire agreement and understanding between
the parties in respect of the sale and purchase of the Assets.
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.
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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.
AS WITNESS the hand of ▇▇▇▇▇▇▇▇
Deal, a director of the Vendor, for
and on behalf of the Vendor
/s/ ▇▇▇▇▇▇▇▇ Deal
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Signed and delivered by ▇▇▇▇▇▇▇▇ Deal, a director of MANGALITSA LTD., for and on
behalf of the said company, in the presence of:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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AS WITNESS the hand of ▇▇▇▇▇▇
▇▇▇▇▇▇▇, Company Secretary of the
Purchaser, for and on behalf of
the Purchaser
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Signed and delivered by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Company Secretary of CALEDONIA
INVESTMENTS PLC, for and on behalf of the said company, in the presence of:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Certified that this is a true and correct copy of the original.
/s/ executed by Notary Public
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Notary Public
Date: 9 Jan. 2003
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