1
Exhibit 4.11
X. Xxxxxxxxx Series B
Execution Copy
SUPPLEMENTAL AGREEMENT NO. 1 TO XXXXXX XXXXXXXX PUBLIC LIMITED COMPANY
WARRANT CERTIFICATE
WHEREAS, XXXX XXXXXXXXX (the "Warrant Holder") is the holder of
certain warrants (the "Warrants") of Xxxxxx Xxxxxxxx Public Limited Company
("WC") as set forth in a Series B certificate dated June 28, 1996 (the "Warrant
Certificate");
WHEREAS, on September 29, 2000 WC and Xxxxx Holdings PLC ("Xxxxx"),
consummated a change of control transaction (the "Acquisition") by means of a
scheme of arrangement under the laws of the Republic of Ireland (the "Scheme")
whereby Xxxxx exchanged all of the outstanding securities of WC for ordinary
shares in Xxxxx; and
WHEREAS, unless otherwise defined herein, capitalized terms used
herein will have the meanings set forth in the Warrant Certificate.
NOW THEREFORE, the parties agree as follows:
1. Change in Number and Purchase Price of Warrants. Under the
Scheme, holders of warrants to purchase WC's American Depository Receipts
("ADR's"), evidencing WC's American Depository Shares ("ADS's") will, upon
exercise, receive ordinary shares of Xxxxxx Xxxxxxxx, each of which will
immediately be exchanged pursuant to the Scheme for 2.5 ordinary shares of
Xxxxx, to be held in the form of Xxxxx ADR's evidencing Xxxxx ADS's. Each Xxxxx
ADS currently represents four Xxxxx ordinary shares. As a result, (a) each
holder of warrants to purchase WC ADR's will, upon such exercise and immediate
exchange, receive 0.625 Xxxxx ADR's for each WC ADR, with fractions of ADR's
being rounded as appropriate, and (b) the effective purchase price for these
Xxxxx ADR's shall be derived by dividing the Purchase Price of WC ADR's by
0.625. Therefore, the Warrant Certificate will hereinafter have the effect of
entitling the Warrant Holder to purchase 6250 Xxxxx ADR's at a purchase price of
$32.00.
2. Net Exercise. The following language shall be added to the end of
Section 2(c) of the Warrant Certificate:
"IN LIEU OF PAYMENT OF THE PURCHASE PRICE AS SET FORTH IN THE FIRST
SENTENCE OF THIS SECTION 2(c), THE WARRANT HOLDER MAY EXERCISE THIS
WARRANT BY DELIVERING A NOTICE OF NET EXERCISE IN THE FORM OF
EXHIBIT A HERETO ELECTING TO RECEIVE, WITHOUT CASH PAYMENT BY THE
WARRANT HOLDER OF ANY ADDITIONAL CONSIDERATION, ORDINARY SHARES THAT
WILL IMMEDIATELY BE EXCHANGED FOR XXXXX ADR'S EQUAL TO THE VALUE OF
THE WARRANTS (OR THE PORTION THEREOF BEING CANCELED) BY SURRENDER OF
THIS WARRANT CERTIFICATE TOGETHER WITH THE FORM OF NET EXERCISE
(ATTACHED HERETO AS EXHIBIT A) DULY EXECUTED, IN WHICH EVENT THE
COMPANY SHALL ISSUE TO THE WARRANT HOLDER HEREOF (UPON THE IMMEDIATE
EXCHANGE OF
2
X. Xxxxxxxxx Series B
Execution Copy
ORDINARY SHARES PURSUANT TO THE SCHEME) A NUMBER XXXXX ADR'S
COMPUTED USING THE FOLLOWING FORMULA:
X= Y (A-B)
---------
A
WHERE: X= THE NUMBER OF XXXXX ADR'S TO BE ISSUED TO THE WARRANT
HOLDER PURSUANT TO THIS NET EXERCISE;
Y= THE NUMBER OF XXXXX ADR'S IN RESPECT OF WHICH THE NET
ISSUE ELECTION IS MADE;
A= THE FAIR MARKET VALUE OF ONE XXXXX ADR AT THE TIME
THE NET ISSUE ELECTION IS MADE; AND
B= THE PURCHASE PRICE (AS ADJUSTED TO THE DATE OF THE
NET ISSUANCE) DIVIDED BY 0.625.
FOR PURPOSES OF THIS SECTION 2(e), THE FAIR MARKET VALUE OF ONE
XXXXX ADR AS OF A PARTICULAR DATE SHALL BE DETERMINED BY USING THE
AVERAGE OF THE CLOSING PRICES OF THE XXXXX ADR'S TRADED ON THE
NASDAQ NATIONAL MARKET (OR ANY SUCCESSOR UNITED STATES NATIONAL
MARKET THE XXXXX ADR'S TRADE ON) OVER THE TWENTY (20) DAY PERIOD
ENDING THREE (3) DAYS PRIOR TO THE NET EXERCISE ELECTION."
3. Deposit Agreement. The reference to "Deposit Agreement" in
Section 3 of the Warrant Certificate shall be amended so that it refers instead
to the Amended and Restated Deposit Agreement among WC, Xxxxx and The Bank of
New York as Depositary, dated September 29, 2000.
3
X. Xxxxxxxxx Series B
Execution Copy
IN WITNESS WHEREOF, the Company and Xxxx Xxxxxxxxx have caused this
Supplemental Agreement No. 1 to be signed by their duly authorized signatories
and to be dated as of September 29, 2000.
XXXXXX XXXXXXXX PUBLIC LIMITED COMPANY
By: /s/ Xxxxx Xxxxxxxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxxxxxxx
Title: President and Chief Operating Officer
XXXX XXXXXXXXX
By: /s/ Xxxx Xxxxxxxxx
------------------------------
Print Name: Xxxx Xxxxxxxxx
4
X. Xxxxxxxxx Series B
Execution Copy
EXHIBIT A
Notice of Net Exercise
The undersigned ______________________________________, pursuant to
the provisions of the Warrant Certificate, hereby elects to exchange its Warrant
pursuant to Section 2(e) of the Warrant Certificate.
Dated:________________
Signature:____________________________
Name of Holder (Print):
Title:
Address:
