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03216282_OTM5MTkyNjVhZGlxemtjeA_SoA.txt
BAe CES
DATED Ss Hky 1996
We hereby certify
this to be a true copy
of the original
WELSURE LIMITED SP Glin Te
16.7.9
and
SUREWELL LIMITED
SALE AND PURCHASE AGREEMENT
relating to
the Business of Welsure Limited trading as
“Abacus Press"
B P Collins & Co
Collins House
32-38 Station Road
Gerrards Cross
Bucks SL9 8EL
Tel: 01753 889995
a
Fax: 01753 889851/889857
es ares HOUSE Ss
CLC/120218 4.7.96
SALE AND PURCHASE AGREEMENT
CONTENTS
Definitions
Sale and Purchase
DN
Exclusions
PY
Consideration
Title
Dw
Completion
Value Added Tax
eo OI
Transfer
Employees
10. Further Assurance
11. Access to Records
12. . Other Taxation
13. No merger on Completion
14. —_ Entire Agreement
15. Waiver
16. Proper Law
The Schedule The Premises
CLC/120218 4.7.96
. &
THIS AGREEMENT is made on Ss Hy
BETWEEN:-
(1) |WELSURE LIMITED (registered number 1306696) whose registered office is g
Px"aN
Interplan House, North Bridge Road, Berkhamsted, Hertfordshire HP4 1E
Vendor"); and
(2) SUREWELL LIMITED (registered number 3216282) whose registered office is a
Interplan House, North Bridge Road, Berkhamsted, Hertfordshire HP4 1ET ("the
Purchaser")
WHEREAS:-
A. The Vendor has for some time past carried on the Business (as hereinafter defined)
at the Premises (as hereinafter defined).
B. The Purchaser is a wholly owned subsidiary of the Vendor.
Cc. The Vendor has agreed to sell and the Purchaser has agreed to purchase with effect
from the Transfer Date (as hereinafter defined) the Business as a going concern for
the consideration and otherwise upon the terms and subject to the conditions
hereinafter appearing.
NOW IT IS HEREBY AGREED as follows:-
DEFINITIONS
1.1 In this Agreement and the Schedule hereto the words and expressions set out below
shall unless the context otherwise requires have the respective meanings given in this
Clause:-
"Assets" means the assets used in the Business to be purchased by the Purchaser as
described in Clause 2.2;
CLC/120218 4.7.96 -1-
"Balance Sheet" means the pro forma balance sheet relating to the Business as at the
Transfer Date in the form annexed hereto and signed by or on behalf of the parties
for the purposes of identification;
"Business" means the Vendor’s business of printers as carried on under the name
and style of "Abacus Press" by the Vendor immediately prior to the Transfer Date
at and from the Premises;
"Cash" means all cash at bank and in hand of the Vendor at the Transfer Date as set
out in the list annexed hereto and marked "A" the aggregate value of which is
included in the Balance Sheet;
"Completion" means actual completion in accordance with the terms of this
Agreement;
"Consideration" means the consideration for the sale of the Business referred to in
Clause 4;
"Contracts" means all current contracts and engagements of the Vendor in relation
to the Business at the Transfer Date;
"Creditors" means the trade, sundry and hire/lease purchase creditors, accruals,
PAYE, National Insurance, Value Added Tax, bank overdraft and deferred taxation
of the Vendor at the Transfer Date as set out in the list annexed hereto and marked
"B" the aggregate amount of which is included in the Balance Sheet together with any
other creditors or items not so listed or included in the Balance Sheet from whom
invoices may subsequently be received or in respect of which monies may
subsequently be payable relating to liabilities of the Vendor arising in the ordinary
course of business prior to the Transfer Date (except as specifically excluded by this
Agreement);
CLC/120218 4.7.96 -2-
"Debtors"means the trade and other debtors and prepayments of the Vendor at the
Transfer Date as set out in the list annexed hereto and marked "C" the aggregate
value of which is and included in the Balance Sheet together with any other debtors
or prepayments not so listed or included in the Balance Sheet in respect of which
monies may be due and payable or otherwise held for the benefit of the Vendor
arising in the ordinary course of business prior to the Transfer Date (except as
specifically excluded by this Agreement;
"Debts" means the amount due to the Vendor from the Debtors;
"Employees" means all the employees employed by the Vendor in connection with
the Business at the Transfer Date with the exception of Charles Patrick White,
Jacqueline Sandra White and Peter Alan Gower;
"Goodwill" means the goodwill of the Vendor in relation to the Business together
with the exclusive right for the Purchaser to represent itself as carrying on the
Business in succession to the Vendor;
"Liabilities" means the amounts due by the Vendor to the Creditors;
"Motor vehicles" means the motor vehicles used by the Vendor in the Business at the
Transfer Date as set out in the list annexed hereto and marked "D" the aggregate
value of which is included in the Balance Sheet;
"Plant and Equipment" means all plant fixtures and equipment computers and
sundry equipment used by the Vendor in the Business at the Transfer Date the
principal items of which are set out in the list annexed hereto and marked "E” the
aggregate value of which is included in the Balance Sheet;
"Premises" means the leasehold properties from which the Business is carried on by
the Vendor brief particulars of which are set out in the Schedule hereto;
CLC/120218 4.7.96 -3-
"Stock" means the current stock and work in progress used by the Vendor in the
Business at the Transfer Date as set out in the list annexed hereto and marked "F" the
aggregate value of which is included in the Balance Sheet;
"Transfer Date" means the close of business on 5th July 1996;
"Transfer Value" means the sum of £1,077,403 representing the aggregate of the
values at which the Assets appear in the Balance Sheet less the aggregate of the
amounts at which the Liabilities appear in the Balance Sheet and which are to be
assumed by the Purchaser hereunder.
1.2 Reference in this Agreement to a Schedule or to a Clause is a reference to a Schedule
or to a Clause in this Agreement.
1.3 References herein to legislative provisions shall be taken to include, where
appropriate, any regulations made thereunder and those provisions and regulations as
from time to time amended and re-enacted whether before or after the date hereof.
1.4 Clause headings are for ease of reference only and do not affect the construction of
this Agreement.
SALE AND PURCHASE
Subject to the provisions of this Agreement, the Vendor with full title guarantee shall
sell to the Purchaser which shall purchase free from all charges liens equities and
incumbrances (except for or represented by the Liabilities or securities given for the
same) as at the Transfer Date:-
2.1 the Business as a going concern; and
2.2 the assets and rights owned by or under the control of the Vendor and used in the
Business comprising the following:-
CLC/120218 4.7.96 -4-
(a) the Goodwill;
(b) the Premises;
(c) the Plant and Equipment;
(d). the Motor Vehicles;
(e) the Stock;
(f) the Debts;
(g) the Cash;
(h) the Contracts; and
(i) all other assets (if any) of whatever nature employed in the Business as at the
Transfer Date with the exception of the items excluded from this sale by
Clause 3.
EXCLUSIONS
For the avoidance of doubt only (and so that the absence of any item from the
following list shall not because of that fact be used as evidence that it was intended
to be sold hereunder) the following items are excluded from this sale:-
3.1 the statutory books of the Vendor;
3.2 the following motor cars:-
3.2.1 Mitsubishi Shogun LWB 3.0 V8 Automatic registration number JAK 193W; and
3.2.2 Audi Cabriolet 2.6E registration number M115 OJB.
3.3 the outstanding hire purchase and other obligations of the Company in respect of the
motor cars referred to in Clause 3.2.
3.4 the employment contracts of Charles Patrick White, Jacqueline Sandra White and
Peter Alan Gower and all ongoing liabilities of the Vendor in respect of the same.
CLC/120218 4.7.96 -5-
3.5 all liabilities arising from the Lease dated 17th April 1980 of premises known as Unit
2, Site 2, North Bridge Road, Berkhamsted, Herts.
3.6 the Executive Pension Plans effected with National Provident Institution for the
benefit of Charles Patrick White and Jacqueline Sandra White respectively and the
Appropriate Personal Pension Scheme effected with Standard Life Assurance
Company for the benefit of Peter Alan Gower including but not limited to all ongoing
liabilities of the Vendor (if any) in relation to contributions payable in respect of the
same.
3.7 all liabilities other than the Liabilities.
CONSIDERATION
In calculating the consideration for the sale and purchase hereunder the Assets and
the Liabilities shall have the values respectively shown against them in the Balance
Sheet.
4.2 The consideration for the sale and purchase hereunder shall be:-
4.2.1 a sum equal to the Transfer Value which will be satisfied by the issue and allotment
to the Vendor, credited as fully paid at par of 1,077,403 Ordinary Shares of £1.00
each in the capital of the Purchaser; and
4.2.2 an obligation on the part of the Purchaser to assume, pay, satisfy, discharge, fulfil
and indemnify the Vendor against the Liabilities.
TITLE
The Purchaser shall accept without enquiry, requisition or objection such title as the
Vendor may have in the Business and the Assets.
CLC/120218 4.7.96 -~6-
COMPLETION
Completion shall take place on Sth July 1996 when possession of the Business and
Assets shall be given to the Purchaser as at the Transfer Date and the Consideration
shall be deemed to have been paid by the Purchaser to the Vendor and the number
of Ordinary Shares referred to in Clause 4.2.1 shall be issued and allotted to the
Vendor.
6.2 Without prejudice to the provisions of Clause 6.1 the parties shall on Completion
enter into assignments of the goodwill and of the Premises which shall contain inter
alia covenants on the part of the Purchaser to observe and perform all the obligations
of the Vendor pursuant to the respective leases of the Premises.
VALUE ADDED TAX
The Consideration payable by the Purchaser hereunder is exclusive of any Value
Added Tax which shall if properly chargeable be payable in cash to the Vendor in
addition to the Consideration.
72 The parties hereto agree that the sale of the Business and the Assets is the transfer of
a business as a going concern and shall use their respective reasonable endeavours to
procure that the same is deemed to be such for the purposes of s.49 of and paragraph
8 (1) (a) of Schedule 4 to the Value Added Tax Act 1994,
73 On completion the Vendor shall deliver to the Purchaser all records relating to the
Business.
TRANSFER
Where any assignment of the Premises by the Vendor to the Purchaser under this
Agreement requires the landlords’ consent and such consent has not been obtained
before the Transfer Date, the Purchaser may at any time after the Transfer Date go
into occupation of the Premises as licensee of the Vendor subject to the following
provisions:-
CLCN20218 4.7.96 -7-
8.1.1. the Purchaser shall pay or otherwise indemnify the Vendor against all outgoings and
expenses relating to the Premises arising after the Purchaser’s occupation begins; and
8.1.2 the Purchaser shall indemnify the Vendor against any damage, losses, claims or
demands arising from the possession or occupation of the Premises by the Purchaser
(whether made by the landlords thereof or otherwise) and in particular (but without
limitation) will observe and perform all the covenants and conditions contained or
referred to in the leases relating thereto.
The Vendor may by notice to the Purchaser require the Purchaser to accept an
assignment of either or both of the Premises at any time after the landlords’ consent
to such assignment is obtained.
8.2. Without prejudice to Clause 8.1 the Vendor shall use all reasonable endeavours to
obtain all such consents as may be necessary for the transfer to the Purchaser with
effect from the Transfer Date of the Business. The Vendor hereby declares itself a
trustee for the Purchaser in respect of the Business (including in particular the benefit
of all subsisting contracts, orders and engagements entered into by the Vendor) until
the same shall have fully assigned to the Purchaser and the Vendor undertakes that
until completion of such assignments it will act under the direction of the Purchaser
and as its agent in all matters relating to the Business.
8.3 Subject to the foregoing, the Vendor shall on the Transfer Date or as soon as
practicable thereafter at the expense of the Purchaser execute and do and concur in
all such assurances assignments and things as shall reasonably be required by the
Purchaser for vesting in the Purchaser the Business and the Assets and giving the
Purchaser the full benefit of this Agreement.
EMPLOYEES
The parties acknowledge that pursuant to the Transfer of Undertakings (Protection of
Employment) Regulations 1981 the contracts of employment between the Vendor and
the Employees will have effect from the Transfer Date as if originally made between
CLC/120218 4.7.96 -8-
the Purchaser and the Employees and the Vendor shall obtain and produce to the
Purchaser all such Trade Union consents to the transfer of the Employees and the
Purchaser shall keep the Vendor indemnified from and against all holiday entitlements
of the Employers which have accrued up to the Transfer Date. The Vendor
undertakes to indemnify and keep the Purchaser indemnified from all liabilities
obligations costs, claims or demands arising from or in respect of any of the
Employees insofar as and to the extent that the same were caused by any act or
omission of the Vendor prior to the Transfer Date.
10. FURTHER ASSURANCE
The Vendor hereby undertakes with the Purchaser that it will at the request of the
Purchaser but at no cost to the Vendor for a period of one year from and after
Completion provide the Purchaser with such information and assistance as the
Purchaser may reasonably require relating to the Business and shall pass on promptly
to the Purchaser any enquiries relating to the Business which are received by the
Vendor.
11, ACCESS TO RECORDS
For a period of six years from and after Completion the Purchaser shall make
available to the Vendor on being requested so to do all original records and books of
accounts relating to the Business and then in the possession of the Purchaser and
which are in the opinion of the Vendor reasonably necessary to enable the Vendor
to make all proper returns in relation to the Business whether before or after the
Transfer Date and the Purchaser shall permit the Vendor to take copies of all relevant
documentation.
12, OTHER TAXATION
The Vendor shall :-
12.1 pay any Stamp Duty payable on this Agreement or on the transfer of and assignment
of the property or other assets sold under this Agreement; and
CLC/120218 4.7.96 -9-
12.2 pay all Capital Gains Tax (if any) which shall arise from this Agreement and which
may be assessed on the Purchaser.
13. NO MERGER ON COMPLETION
Notwithstanding completion of the sale and purchase referred to in this Agreement,
the same shall remain in force in order to give effect to all outstanding matters.
14. ENTIRE AGREEMENT
This Agreement, the Schedule and the annexures hereto shall constitute the entire
agreement and understanding between the parties in respect of all matters which are
referred to therein.
15. WAIVER
No failure or delay by either party in exercising any right, power or privilege shall
operate as a waiver thereof nor shall any single or partial exercise of any right, power
or privilege prevent any further exercise thereof or the exercise of any other right,
power or privilege.
16. PROPER LAW
The construction, validity and performance of this Agreement shall be governed by
the laws of England, to the non-exclusive jurisdiction of the Courts of which the
parties hereto irrevocably submit.
AS WITNESS the respective signatures of the parties hereto the day and year first above
written.
CLC/120218 4.7.96 -10-
THE SCHEDULE
The Premises
1. All that property known as Interplan House (formerly Jado House), North Bridge
Road, Berkhamsted, Hertfordshire as the same is demised by a Lease dated 25th
August 1978 and made between (1) Benlox Holdings Limited (2) Olney Brothers
Limited and (3) Burns-Anderson Limited.
2. All those factory premises and land known as Unit A, North Bridge Road,
Berkhamsted, Hertfordshire as the same are demised by a Lease dated 17th April
1980 and made between (1) Hillgate Industrial Estates Limited (2) William Boulton
Limited and (3) William Boulton Group Limited.
CLC/120218 4.7.96 -il-
SIGNED by JACQUELINE SANDRA WHITE ) = C s
and on behalf of WELSURE LIMITED )
in the presence of: )
Ca Colin Coyerr
Callas (dyuse
32-39 Slalian lrad
Cornids Core, Puts SL4 PEL
Solas
SIGNED by CHARLES PATRICK WHITE
for and on behalf of SUREWELL LIMITED
in the presence of: )
Cotin Corny
Colter bese
32-2¢ Stehen lena
Gerad Cars, Cuds 9 FEL
Soleoled
CLC/120218 4.7.96 -2-
SUREWELL LIMITED
PROFORMA BALANCE SHEET
FIXED ASSETS i
Plant 907,500
Fixtures, Fittings & Equipment 3,754
Computers 3,093
Sundry Equipment 20,114
Motor Vehicles 68,854 1,003,315
CURRENT ASSETS
Stock & Work-in-Progress 63,204
Trade Debtors 463,980
Other Debtors & Prepayments 47,660
Cash at Bank/in Hand 30,481 605,325
TOTAL ASSETS 1,608,640
CREDITORS payable within one year
Trade Creditors 277,657
Sundry Creditors & Accruals 65,241
Bank Overdraft 0
Hire/Lease Purchase Creditors 133,225 476,123
TOTAL ASSETS LESS CURRENT LIABILITIES 1,132,517
CREDITORS payable after one year
Hire/Lease Purchase Creditors 72,880
DEFERRED LIABILITIES
Deferred Taxation 46,221
NET ASSETS 1,013,416
Represented by:
SHAREHOLDERS FUNDS 1,013,416