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03206803_OTQ0MDkyNmFkaXF6a2N4_SoA.txt
320603
DATED / Aug wt 2003
(1) PHILIP HENRY LING
(2) PHL SERVICES LIMITED
SHARE SALE AGREEMENT
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CONTENTS
Description Page Number
1. INTERPRETATION... cc eececesescseerecseeeseceeeceessseaeesesseneenssesnecsaseenecacsennsenssesesanes 3
2. AGREEMENT FOR SALE....0....ccccsscceessecsssenesenseneseeeeesecstaessaeeteneseserassaeeraasrees 4
3. PURCHASE CONSIDERATION...........c:ccsccsesessenersesssseersaeeeeneseeneseseseeeesnerees 4
4. COMPLETION 2... eee eccsesceceseeseceecansassesenessesesssecsenensssesesaesstenteseeseseeeeesaneese 4
5. WARRANTIES BY THE VENDOR jo ec ctesceeeaeeeerseeeeeceeessacenaseaeeneanees 5
SCHEDULE 14 occ ceeccceescsseesceeeseeseseseecessseacsesenessseseasasaesasesececessorsettsseasseseseanenges 6
Vendor's holdings and Consideration .........ccsssscsccseesseceseeersescasssesseeteceessensessneeneseeteeearees 6
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THIS AGREEMENT ismadethe {| dayof Agus ia
BETWEEN
(1) “the Vendor": Philip Henry Ling of the Old Fai
Green, Berkshire, RG10 8NT
(2) "the Purchaser”: PHL Services Limited (registered number 03206803)
whose registered office is at The Rise, 5 Carrwood,
Avenue, Bramhall, Cheshire, SK7 2PX.
WHEREAS:
The Vendor is the holder of 40,000 Ordinary Shares of £1.00 each in the capital of the
Company (the "Sale Shares").
WHEREBY IT IS NOW AGREED AS FOLLOWS
1. INTERPRETATION
14 in this agreement the following words and expressions have the following
meanings:
"Company" means Renishaw Properties Limited (registered
number 03560990) whose registered office is at
Princess House, 122 Queen Street, Sheffield S1
2DW;
"Consideration Shares" means the 40,000 Ordinary Shares of £1.00 each
of the Purchaser to be allotted and issued credited
as fully paid by the Purchaser to the Vendor as
consideration for the Sale Shares;
1.2 Any reference in this agreement to the "Vendor" includes his personal
representatives.
1.3 Clause headings in this agreement are for ease of reference only and do not
affect the construction of any provision.
1.4 Expressions in the singular shail include the plural and vice versa and in the
masculine shall include the feminine and vice versa and references to
persons shall include corporations and vice versa.
15 References to recitals, clauses and schedules are references to recitals and
clauses of and schedules to this agreement.
1.6 The Schedules form part of this agreement.
AGREEMENT FOR SALE
2.4 Subject to the terms and conditions of this agreement, the Vendor shall sell
with full title guarantee and the Purchaser shall purchase the Sale Shares,
with all rights attaching to them and with effect from the date of this
agreement.
2.2 The Vendor hereby consents to, and waives all rights of pre-emption under
the Company's articles of association or otherwise in respect of the purchase
by the Purchaser of the Sale Shares on the terms contained herein.
2.3. The Purchaser shall not be obliged to complete the purchase of any of the
Sale Shares unless the purchase of all of the Sale Shares is completed
simultaneously.
PURCHASE CONSIDERATION
The purchase consideration for the Sale Shares shall be the Consideration
Shares in the amounts set opposite the Vendor's name in column 3 in
Schedule 1.
COMPLETION
41 Completion of the purchase of the Sale Shares shall take place at
Ale OW Faron beuse Gch See Crea. Revhs RE-10 9 vy
immediately after the signing of this agreement.
The Vendor shail deliver to the Purchaser a duly completed and signed
transfer in favour of the Purchaser of the Sale Shares together with the
relevant share certificate(s).
4.3. The Vendor shail procure that a board meeting of the Company shall be held
at which the transfer referred to in clause 4.2 shall be approved (subject to
stamping).
4.4 Upon completion of the matters referred to in clauses 4.2 to 4.3 the Purchaser
shall allot and issue to the Vendor the Consideration Shares.
5. WARRANTIES BY THE VENDOR
5.1 The Vendor warrants to the Purchaser that the Sale Shares held by him will
be sold free of charges, liens or other encumbrances.
IN WITNESS whereof the parties hereto have signed this agreement the day and year first
before written.
SCHEDULE 1
Vendor's holdings and consideration
Vendor's name and Holding of Sale Consideration Shares
address Shares to be allotted
Philip Henry Ling 40,000 40,000
The Old Farmhouse
Cockpole Green
Berkshire
RG10 8NT
SIGNED by the above named PHILIP
HENRY LING:
SIGNED by
for and on behalf of the above named
PHL SERVICES LIMITED: