for the sale and purchase of
all of the issued share capital of each of
Campbell Grocery Products Limited,
and
Campbell Soup Ireland Limited
and
certain Intellectual Property rights
clause | page | |||||||||
1. | SALE AND PURCHASE | 1 | ||||||||
2. | PRICE | 2 | ||||||||
3. | CONDITION TO CLOSING | 4 | ||||||||
4. | PRE-CLOSING SELLER UNDERTAKINGS | 4 | ||||||||
5. | PRE-CLOSING PURCHASERS’ UNDERTAKINGS | 4 | ||||||||
6. | BREAK PAYMENT | 5 | ||||||||
7. | CLOSING | 5 | ||||||||
8. | SELLERS WARRANTIES | 5 | ||||||||
9. | PURCHASERS’ WARRANTIES | 6 | ||||||||
10. | CONDUCT OF PURCHASERS’ CLAIMS | 6 | ||||||||
11. | NO RIGHTS OF RESCISSION OR TERMINATION | 6 | ||||||||
12. | INTELLECTUAL PROPERTY | 6 | ||||||||
13. | EMPLOYEE BENEFITS | 7 | ||||||||
14. | RETIREMENT BENEFITS | 7 | ||||||||
15. | SUPPLY CONTRACTS | 8 | ||||||||
16. | INTRA-GROUP ARRANGEMENTS | 8 | ||||||||
17. | WITHHOLDINGS AND TAX ON PAYMENTS | 8 | ||||||||
18. | INSURANCE | 9 | ||||||||
19. | PRODUCT QUALITY | 9 | ||||||||
20. | PAYMENT OF INTER-COMPANY DEBT | 10 | ||||||||
21. | PAYMENTS IN RELATION TO EXCLUDED BRANDS | 10 | ||||||||
22. | GUARANTEES AND OTHER THIRD PARTY ASSURANCES | 10 | ||||||||
23. | NON-SOLICITATION AND NON-COMPETE | 10 | ||||||||
24. | CHANGES OF NAME | 12 | ||||||||
25. | PAYMENTS | 13 | ||||||||
26. | PURCHASERS’ GUARANTEE | 15 | ||||||||
27. | SELLERS’ GUARANTEE | 15 | ||||||||
28. | ANNOUNCEMENTS | 16 | ||||||||
29. | CONFIDENTIALITY | 16 | ||||||||
30. | ASSIGNMENT | 17 | ||||||||
31. | FURTHER ASSURANCES | 18 | ||||||||
32. | COSTS | 18 | ||||||||
33. | NOTICES | 18 |
34. | CONFLICT WITH OTHER AGREEMENTS | 19 | ||||||||
35. | WHOLE AGREEMENT | 19 | ||||||||
36. | WAIVERS, RIGHTS AND REMEDIES | 20 | ||||||||
37. | COUNTERPARTS | 20 | ||||||||
38. | VARIATIONS | 20 | ||||||||
39. | LIABILITY OF THE SELLERS | 20 | ||||||||
40. | INVALIDITY | 20 | ||||||||
41. | THIRD PARTY ENFORCEMENT RIGHTS | 20 | ||||||||
42. | GOVERNING LAW AND JURISDICTION | 21 | ||||||||
SCHEDULE 1 SELLER WARRANTIES | 22 | |||||||||
Part A : General/Commercial | 22 | |||||||||
1. | The Sellers’ Group and the Shares | 22 | ||||||||
2. | Financial Matters | 23 | ||||||||
3. | Financial Debt and Obligations to Third Parties | 24 | ||||||||
4. | Regulatory Matters | 25 | ||||||||
5. | The Business Assets | 25 | ||||||||
6. | Contractual Matters | 26 | ||||||||
7. | Litigation and Investigations | 27 | ||||||||
8. | Insolvency etc. | 27 | ||||||||
Part B : IP/IT | 28 | |||||||||
1. | IP | 28 | ||||||||
2. | Information Technology | 29 | ||||||||
3. | Data Protection | 29 | ||||||||
Part C : Properties | 29 | |||||||||
1. | General | 29 | ||||||||
2. | Possession and Occupation | 30 | ||||||||
3. | Title | 30 | ||||||||
4. | Adverse Interest | 30 | ||||||||
5. | Rights Etc. | 30 | ||||||||
6. | Disputes | 30 | ||||||||
7. | Planning Matters | 30 | ||||||||
Part D : Environmental | 31 | |||||||||
Part E : Employment | 31 | |||||||||
Part F : Pensions | 32 | |||||||||
Part G : TAX | 34 | |||||||||
SCHEDULE 2 LIMITATIONS ON LIABILITY | 37 | |||||||||
SCHEDULE 3 PURCHASER WARRANTIES | 40 | |||||||||
SCHEDULE 4 CONDUCT OF THE TARGET COMPANIES PRE-CLOSING | 41 | |||||||||
SCHEDULE 5 CONDUCT ON INVESTIGATIONS BY GOVERNMENTAL ENTITIES PRIOR TO CLOSING | 44 | |||||||||
SCHEDULE 6 CLOSING ARRANGEMENTS | 45 | |||||||||
Part A : Sellers Obligations | 45 |
Part B : Purchasers Obligations | 46 | |||||||||
Part C : Inter-Company Debt | 46 | |||||||||
Part D : General | 46 | |||||||||
SCHEDULE 7 INTELLECTUAL PROPERTY | 48 | |||||||||
SCHEDULE 8 PROPERTIES | 49 | |||||||||
SCHEDULE 9 TAX COVENANT | 51 | |||||||||
1. | Interpretation | 51 | ||||||||
2. | Covenant to Pay | 53 | ||||||||
3. | Exclusions | 53 | ||||||||
4. | Overprovisions | 55 | ||||||||
5. | Costs and Expenses | 56 | ||||||||
6. | Double Recovery | 56 | ||||||||
7. | Tax Refunds | 56 | ||||||||
8. | Secondary Liabilities | 57 | ||||||||
9. | Notification of Claims and Conduct of Disputes | 58 | ||||||||
10. | Due Date of Payment and Interest | 59 | ||||||||
11. | Recovery from Third Parties/Tax Savings | 60 | ||||||||
12. | Management of Pre-Closing Tax Affairs | 61 | ||||||||
13. | Conduct of Other Tax Affairs | 64 | ||||||||
SCHEDULE 10 INTER-COMPANY DEBT | 65 | |||||||||
SCHEDULE 11 POST-CLOSING FINANCIAL ADJUSTMENTS | 67 | |||||||||
Part A : Preliminary | 67 | |||||||||
Part B : Specific Accounting Treatments | 68 | |||||||||
Part C : Closing Statement | 69 | |||||||||
Part D : Financial Adjustments | 71 | |||||||||
SCHEDULE 12 ALLOCATION OF UK IP PRICE | 74 | |||||||||
SCHEDULE 13 DEFINITIONS AND INTERPRETATION | 75 |
EXHIBIT 1 | THIRD PARTY ASSURANCES | |
Part A: | Third Party Assurances given by Sellers’ Group | |
Part B: | Third Party Assurances given by Target Companies | |
EXHIBIT 2 | INFORMATION ON TARGET COMPANIES | |
Part A: | Details of the Campbell Grocery Products Limited | |
Part B | Details of Campbell Soup Ireland Limited | |
Part C | Details of the subsidiaries of Campbell Soup Ireland Limited | |
EXHIBIT 3 | REGISTERED IP | |
EXHIBIT 4 | FINANCIAL ADJUSTMENTS | |
Target Working Capital, Closing Statement Format | ||
EXHIBIT 5 | CAMPBELL’S TRADE MARK LICENCE | |
EXHIBIT 6 | EXCLUDED EMPLOYEES |
(1) | Campbell’s UK Limited, a company incorporated in England & Wales with registered number 3508777 whose registered office is at Hardwick Road, King’s Lynn, Norfolk, PE30 4HS (CUKL); | |
(2) | Campbell Soup UK Limited, a company incorporated in England & Wales with registered number 4173641 whose registered office is at Hardwick Road, Kings Lynn, Norfolk, PE30 4HS (CSUKL); | |
(3) | Campbell Netherlands Holding B.V., a company incorporated in the Netherlands with registered number 9088775 whose registered office is at Hardwick Road, Kings Lynn, Norfolk, PE30 4HS (CNHBVand, together with CSUKL, theBusiness Sellers); | |
(4) | Campbell Investment Companyof 200 Continental Drive, Suite 102, Newark, Delaware 19713, USA; (CICand, together with CUKL, theShare Sellers, and together with CUKL, and the Business Sellers, theSellers); | |
(5) | Campbell Soup Companyof 1 Campbell Place, Camden, New Jersey, 08103-1799, USA (theSellers’ Parent); | |
(6) | Premier Foods Investments Limited, a company incorporated in England and Wales with registered number 04426994 whose registered address is at 28, The Green, Kings Norton, Birmingham, B38 85D (theShare Purchaser); | |
(7) | HL Foods Limited, a company incorporated in England and Wales with registered number 02560855 whose registered address is at 28, The Green, Kings Norton, Birmingham, B38 85D (theBusiness Purchaserand together with the Share Purchaser, thePurchasers); | |
(8) | Premier Foods plc, a company incorporated in England and Wales (registered number 05160050) whose registered office is at Premier House, Centrium Business Park, Griffiths Way, St. Albans, Hertfordshire, AL1 2RE (thePurchaser’s Parent). |
(a) | subtracting the aggregate of the External Debt and the Inter-Company Non-Trading Payables of the UK Company; |
(b) | adding the aggregate of the Cash and the Inter-Company Non-Trading Receivables of the UK Company; and |
(c) | adding the amount of the difference between the Working Capital of the UK Company and the Target Working Capital of the UK Company if such Working Capital is greater than such Target Working Capital (or subtracting the amount of such difference if such Working Capital is less than such Target Working Capital). |
(a) | subtracting the aggregate of the External Debt and the Inter-Company Non-Trading Payables of the Irish Companies; |
(b) | adding the aggregate of the Cash and the Inter-Company Non-Trading Receivables of the Irish Companies; and |
(c) | adding the amount of the difference between the aggregate Working Capital of the Irish Companies and the Target Working Capital of the Irish Companies if such aggregate Working Capital is greater than such Target Working Capital (or subtracting the amount of such difference if such aggregate Working Capital is less than such Target Working Capital). |
(a) | the amount in sterling (theUK Initial Share Price) which is the UK Cash Free/Debt Free Price (i) minus the aggregate of the Estimated External Debt and the Estimated Inter-Company Non-Trading Payables of the UK Company (ii) plus the aggregate of the Estimated Cash and the Estimated Inter-Company Non-Trading Receivables of the UK Company. For the purpose of calculating the UK Initial Share Price, if any Estimated Inter-Company Non-Trading Debt of the UK Company is expressed in a |
Page 2
currency other than sterling, it shall be converted into sterling at the Exchange Rate as at the date which is 2 clear Business Days before the Closing Date; |
(b) | the amount in sterling (theIrish Initial Share Price) which is the Irish Cash Free/Debt Free Price (i) minus the aggregate of the Estimated External Debt and the Estimated Inter-Company Non-Trading Payables of the Irish Companies (ii) plus the aggregate of the Estimated Cash and the Estimated Inter-Company Non-Trading Receivables of the Irish Companies. For the purpose of calculating the Irish Initial Share Price, if any Estimated Inter-Company Non-Trading Debt of the Irish Companies is expressed in a currency other than sterling, it shall be converted into sterling at the Exchange Rate as at the date which is 2 clear Business Days before the Closing Date; |
(c) | the amount in sterling of the UK IP Price. |
(a) | if it is specifically referable to the UK Company, the Irish Companies or the Business Intellectual Property Rights or certain of the Business Intellectual Property Rights, or some or all of those in an identifiable proportion, it shall, so far as possible, be made by or to the relevant Seller(s) to or by the relevant Purchaser(s) and shall adjust the price paid for the UK Shares, the Irish Shares and/or the Business Intellectual Property Rights (or relevant Business Intellectual Property Rights), as appropriate; or |
(b) | if it is not specifically referable to the UK Company, the Irish Companies or the Business Intellectual Property Rights or certain of the Business Intellectual Property Rights or some or all of those in an identifiable proportion, it shall be made by or to the relevant Seller(s) to or by the relevant Purchaser(s) and shall adjust the price paid for the UK Shares, the Irish Shares and/or the Business Intellectual Property Rights in such proportions as the Sellers and the Purchasers shall agree, or in the absence of such agreement, it shall be made by or to the Sellers and shall adjust to the greatest extent possible the price paid for the Business Intellectual Property Rights pro rata to the monetary amounts of the price paid for each of the Business Intellectual Property Rights, following which it shall adjust the price paid for the UK Shares and the price |
Page 3
paid for the Irish Shares pro rata to the monetary amounts of the UK Final Share Price and the Irish Final Share Price. |
(a) | the price of the UK Shares, the Irish Shares or the relevant Business Intellectual Property Rights (as the case may be) shall be reduced to £1; and |
(b) | the balance shall adjust in accordance with clause 2.7 the price for the Shares and/or the Business Intellectual Property Rights that have not been adjusted under clause (a). |
Page 4
(a) | they will use all reasonable efforts to ensure that: (i) a circular relating to the transactions contemplated by this Agreement (theCircular) is posted to the shareholders of Premier Foods plc as soon as practicable after the date of this Agreement and in any case by no later than 31 July, 2006; and (ii) an extraordinary general meeting of Premier Foods plc (theEGM) is called for a date not later than 16 August, 2006; and |
(b) | the Circular will include a recommendation from the directors of Premier Foods plc that the shareholders of Premier Foods plc vote in favour of the resolutions proposed in the Circular, provided that the directors will not be obliged to act other than in accordance with their fiduciary duties. |
Page 5
(a) | as soon as reasonably practicable thereafter (and in any event within 10 Business Days of becoming aware of it) give notice of the Third Party Claim or other matter or circumstance to the Sellers and ensure that the Sellers and their representatives are given all reasonable information and facilities to investigate it; |
(b) | not (and ensure that each member of the Purchasers’ Group shall not) admit liability or make any agreement or compromise in relation to the Third Party Claim without prior consultation with the Sellers so long as reasonably practicable to do so; |
(c) | (subject to the Purchasers or the relevant member of the Purchasers’ Group being indemnified by the Sellers against all reasonable out of pocket costs and expenses including, for the avoidance of doubt, legal costs incurred in respect of that Third Party Claim) ensure that it and each member of the Purchasers’ Group shall: |
(i) | take such action as the Sellers may reasonably request to avoid, resist, dispute, appeal, compromise or defend the Third Party Claim; and | ||
(ii) | provide such information and assistance as the Sellers may reasonably require in connection with the preparation for and conduct of any proceedings and/or negotiations relating to the Third Party Claim, |
Page 6
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(a) | a default by any member of the Sellers’ Group under the Supply Contracts; or |
(b) | any guarantee given by a Target Company of the liabilities and obligations of any member of the Sellers’ Group under the Supply Contracts. |
(a) | a default by any Target Company under the Supply Contracts; or | |
(b) | any guarantee given by any Sellers’ Group of the liabilities and obligations of any Target Company under the Supply Contracts. |
Page 8
(a) | in the case of 17.2 only, the payee not being tax resident in the UK or having some connection with a territory outside the UK; or | |
(b) | a change in law after Closing; or | |
(c) | an assignment by the payee of any of its rights under this Agreement. |
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(a) | solicit or entice away or seek to solicit or entice away from any member of the Sellers’ Group; or |
(b) | employ or engage or offer to employ or engage (so as to cause, or with a view to causing, such individual to cease to be employed by a member of the Sellers’ Group) |
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(a) | solicit or entice away or seek to solicit or entice away from any member of the Purchasers’ Group; or |
(b) | employ or engage or offer to employ or engage (so as to cause, or with a view to causing, such individual to cease to be employed by a member of the Purchasers’ Group) |
(a) | which involves the manufacture and/or sale of Relevant Products; and | |
(b) | which is carried on within the Territory. |
(a) | owning for investment purposes securities in any company dealt in on a stock exchange, national market or inter-dealer quotation system and not exceeding 5 per cent. in nominal value of the securities of that class in such company; |
(b) | acquiring or combining with any one or more companies and/or businesses (taken together, theAcquired Business) and subsequently carrying on or being engaged in the Acquired Business where its activities include carrying on or being engaged in a business which is a Competing Business (theAcquired Competing Business), provided that the (i) the Acquired Business has a fair value of at least £2 billion, or (ii) the Acquired Competing Business (A) has a fair value of less than £100 million and (B) represents not more than 25 per cent. of the Acquired Business as a whole (measured in terms of turnover in its last accounting year). For the avoidance of doubt, this clause 23.5(b) shall not allow the Sellers or any member of the Seller’s Group directly or indirectly to carry on or be engaged in the business of manufacturing and/or selling condensed soup or meatballs in the Territory under the “Campbell” or “Campbell’s” brand during the periods set out in clause 23.3 and 23.4; |
(c) | acquiring an Acquired Competing Business and subsequently carrying on or being engaged in the Acquired Competing Business provided that within 12 months of the date of completion of such acquisition, such Acquired Competing Business is sold by the relevant acquiring member of the Sellers’ Group to a purchaser or purchasers each of which is not a member of the Sellers’ Group; |
Page 11
(d) | performing its obligations under the Transaction Documents and/or under any other agreement which it may enter into with a member of the Purchasers’ Group. |
(a) | as soon as reasonably practicable after the Closing Date and in any event within one month afterwards the names of the Target Companies are so changed (including filing the necessary resolutions at the relevant company registries); |
(b) | as soon as reasonably practicable after the Closing Date and in any event within three months afterwards and except as provided in (and subject to) the Campbell’s Trade Mark Licence, and except in respect of the Common Brands and Target IP, the Target Companies shall cease to use or display any trade or service name or mark, business name, logo or domain name then used or held by any member of the Sellers’ Group or any mark, name or logo which, in the reasonable opinion of the Sellers, is substantially or confusingly similar to any of them. |
(c) | Each of the Sellers undertakes that it shall not, and shall procure that no member of the Sellers’ Group shall: |
(i) | contain in their company name, trade or business name, use or display for any purposes, any name, mark, logo or domain name forming part of the Target IP or anything which in the reasonable opinion of the Purchasers is substantially or confusingly similar to any name, mark, logo or domain name forming part of the Target IP; or | ||
(ii) | in any way hold themselves out as being in any way connected with the Target Companies or the Purchasers other than as a predecessor in operating the Business or as a licensor; or |
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(iii) | apply for registration or grant of any trade mark, logo or domain name or other Intellectual Property Rights containing any name, mark, logo or domain name forming part of the Target IP or any name, mark, logo or domain name which, in the reasonable opinion of the Purchasers, is substantially or confusingly similar, |
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(a) | that the Business Purchaser is and until at least the day after Closing will remain, a registered taxable person for the purposes of VAT; and |
(b) | that the Business Purchaser intends to use the Business Intellectual Property Rights to carry on the same kind of business as the business carried on at the date of this Agreement by the Business Sellers with effect from Closing. |
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(a) | an extension of time for performance by the Purchasers of their obligations under this Agreement or the Transaction Documents or any other amendment, waiver or release; | |
(b) | a defect in the Purchasers’ Guaranteed Obligations such as to make them void, voidable or unenforceable against the Purchasers; | |
(c) | the change in constitution or control of the Purchasers; | |
(d) | the dissolution or the ceasing to exist (whether or not capable of reinstatement or reconstitution) of the Purchasers; or | |
(e) | the occurrence of an Insolvency Event in relation to the Purchasers. |
(a) | an extension of time for performance by the Sellers (or any of them) of their obligations under this Agreement or the Transaction Documents or any other amendment, waiver or release; | |
(b) | a defect in the Sellers’ Guaranteed Obligations such as to make them void, voidable or unenforceable against the Sellers (or any of them); | |
(c) | the change in constitution or control of the Sellers (or any of them); |
Page 15
(d) | the dissolution or the ceasing to exist (whether or not capable of reinstatement or reconstitution) of any Seller; or | |
(e) | the occurrence of an Insolvency Event in relation to any Seller. |
(a) | Confidential Information means: |
(i) | (in relation to the obligations of the Purchasers) any information received or held by the Purchasers (or any of their Representatives) relating to the Sellers’ Group or, prior to Closing, any of the Target Companies; or | ||
(ii) | (in relation to the obligations of the Sellers) any information received or held by the Sellers (or any of their Representatives) relating to the Purchasers’ Group or, following Closing, any of the Target Companies and the Business Confidential Information; and | ||
(iii) | information relating to the provisions of, and negotiations leading to, this Agreement and the other Transaction Documents |
(b) | Representativesmeans, in relation to a party, its respective Affiliates and the directors, officers, employees, agents, advisers, accountants and consultants of that party and/or of its respective Affiliates. |
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(a) | disclosure is required by law or by any stock exchange or any regulatory, governmental or antitrust body (including any tax authority) having applicable jurisdiction, whether or not the requirement has the force of law (provided that, to the extent reasonably practicable, the disclosing party shall first inform the other party of its intention to disclose such information and take into account the reasonable comments of the other party); |
(b) | disclosure is of Confidential Information which was lawfully in the possession of that party or any of its Representatives (in either case as evidenced by written records) without any obligation of secrecy prior to its being received or held save that (in relation to obligations on the Sellers) this exception shall not apply to Business Confidential Information; |
(c) | disclosure is of Confidential Information which has previously become publicly available other than through that party’s fault (or that of its Representatives); |
(d) | disclosure is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement or any other Transaction Document. |
(a) | the Purchasers assigning or transferring any or all of its rights under this Agreement (including, for the avoidance of doubt, the benefit of any of the Warranties) to another member of the Purchasers’ Group provided that the liability of the Sellers shall not exceed the amount of such liability had no such assignment has taken place; |
(b) | save in relation to the “Campbell” or “Campbell’s” brand, the Purchaser granting security over or assigning by way of security all or any of its rights under this Agreement for the purposes of or in connection with the financing (whether in whole |
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or in part) by the Purchaser of the acquisitions contemplated by this Agreement and any related working capital facilities; and |
(c) | save in relation to the “”Campbell” or “Campbell’s” brand, the Purchasers or any receiver or other person or entity appointed to enforce any of the security referred to in (b) above entering into any other assignments or transfers for the purpose of or in connection with enforcing any such security. |
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Sellers | ||
Address: | Campbell Investment Company | |
CSC UK Limited | ||
Campbell’s UK Limited | ||
Campbell Netherlands Holding B.V. | ||
c/o Campbell Soup Company | ||
One Campbell Place | ||
Camden, NJ 08103-1799 | ||
U.S.A. | ||
Fax: | +1-856-342-3889 | |
For the attention of: | John J. Furey, Corporate Secretary | |
Purchasers | ||
Address: | Premier House | |
Centrum Business Park | ||
Griffiths Way | ||
St. Albans | ||
Hertfordshire | ||
AL1 2RE | ||
33.3 | ||
Fax: | 01727 815979 | |
For the attention of: | Andrew Astin, Company Secretary |
(a) | no party shall have any claim or remedy in respect of any statement, representation, warranty or undertaking made by or on behalf of the other party (or any of its Connected Persons) in relation to the Proposed Transaction which is not expressly set out in this Agreement or any other Transaction Document; |
(b) | save in respect of any terms implied by the Law of Property (Miscellaneous Provisions) Act 1994 in connection with the sale of the Shares, any terms or conditions implied by law in any jurisdiction in relation to the Proposed Transaction |
Page 19
are excluded to the fullest extent permitted by law, or if incapable of exclusion, any right or remedies in relation to them are irrevocably waived; |
(c) | the only right or remedy of a party in relation to any provision of this Agreement or any other Transaction Document shall be for breach of this Agreement or the relevant Transaction Document;and |
(d) | except for any liability in respect of a breach of this Agreement or any other Transaction Document, no party (or any of its Connected Persons) shall owe any duty of care or have any liability in tort or otherwise to the other party (or its respective Connected Persons) in relation to the Proposed Transaction |
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(a) | The Sellers and the Sellers’ Parent have obtained all corporate authorisations and (other than to the extent relevant to the Conditions) all other governmental, statutory, regulatory or other consents, licences or authorisations required to empower them to enter into and perform their obligations under this Agreement where failure to obtain them would adversely affect their ability to enter into or perform their obligations under this Agreement. | |
(b) | Entry into and performance by each member of the Sellers’ Group of this Agreement and/or any Transaction Document to which it is a party will not (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) (subject to fulfilment of the Conditions) result in a breach of any laws or regulations in its jurisdiction of incorporation or of any order, decree or judgment of any court or any governmental or regulatory authority, where (in either case) the breach would adversely affect its ability to enter into or perform its obligations under this Agreement. |
(a) | Each of the Sellers, the Sellers’ Parent, and the Target Companies is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation. Each of the Target Companies has full power under its memorandum or articles of association, by-laws or equivalent constitutional documents to conduct its business as conducted at the date of this Agreement. | |
(b) | The Shares constitute the whole of the issued and allotted share capital of the Companies. All the Shares are fully paid or properly credited as fully paid and the Sellers are (i) the sole legal and beneficial owners of the Shares free from all Third Party Rights and (ii) entitled to transfer or procure the transfer of the Shares on the terms of this Agreement. | |
(c) | No person has the right (exercisable now or in the future and whether contingent or not) to call for the issue of any share or loan capital in any Target Company. | |
(d) | The information on the Target Companies set out in Exhibit 2 is accurate in all respects. All the issued shares in each Subsidiary are held by Campbell Soup Ireland Limited. |
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(a) | present a true and fair view of the state of affairs of the Target Companies to which they relate and its or their assets and liabilities as at the Last Accounts Date and of the results thereof for the financial year ended on the Last Accounts Date; |
(b) | have been prepared and audited in accordance with accounting principles, standards and practices generally accepted in the United Kingdom or the Republic of Ireland (as appropriate) as at the date of their preparation and all applicable statutes and regulations; |
(c) | have been prepared, unless expressly stated therein, using the same measurement bases, accounting policies and estimation techniques applied in the corresponding accounts for the three preceding financial periods; and |
(d) | save to the extent expressly stated therein, have not been affected by any extraordinary or non-recurring items. |
(a) | each Target Company has been operated in the ordinary course so as to maintain it as a going concern; | |
(b) | no Target Company has declared, authorised, paid or made any non-cash dividend or other non-cash distribution (except for any such dividends provided for in the Last Accounts); | |
(c) | there has been no material adverse change; | |
(d) | no Target Company has, other than in the ordinary and usual course of its business, acquired or disposed of or agreed to acquire or dispose of any business or shares in any body corporate; | |
(e) | no Target Company has made or agreed to make a capital expenditure in excess of £500,000 in total, or incurred or agreed to incur a commitment or commitments involving capital expenditure exceeding £500,000 in total other than as provided in the approved capital spending plan for the current financial year (disclosed in the Data Room at 1.11.18); | |
(f) | no Target Company has borrowed or raised any money or taken any financial facility which is required to be reflected in its Accounts for the current financial year; | |
(g) | no Target Company has suffered any loss of or reduction in any source of supply and no supplier has ceased or indicated its intention to cease supplying any Target Company; | |
(h) | no material customer of any Target Company has ceased or materially reduced (or indicated its intention to cease or materially reduce) its purchases or sales from or to that Target Company (beyond that disclosed in the Data Room at 1.11.22); | |
(i) | there has been no unusual increase or decrease in the level of stock of any Target Company; |
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(j) | no technical service charge has been levied against a Target Company; | |
(k) | no resolution of any Target Company has been passed (other than ordinary business conducted at annual general meeting); and | |
(l) | no change in the accounting reference period of any Target Company has been made. |
(a) | have been prepared on a consistent basis for each month; | |
(b) | have been prepared using the same measurement bases, accounting policies and practices and estimation techniques as for the equivalent accounts for the previous financial year; | |
(c) | have been prepared from the accounting records; | |
(d) | have been prepared with due care and attention but not in compliance with legal requirements or to show a true and fair view; and | |
(e) | are not affected by any exceptional or unusual items. |
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(a) | Each Target Company which is a trading company has obtained all material licences, permissions, authorisations and consents required for carrying on its business effectively in the places and in the manner in which such business is now carried on. | |
(b) | The licences, permissions, authorisations and consents referred to in paragraph 4.1(a) are in full force and effect and have been complied with in all material respects. | |
(c) | No written notice has within the three years prior to the date of this Agreement been received which indicates that any of the licences, permissions, authorisations or consents referred to in paragraph 4.1(a) will be revoked or not renewed, in whole or in part, in the ordinary course of events. | |
(d) | A licence, permission, authorisation or consent ismaterialfor this purpose if failure to obtain it would have a cost (including, for these purposes, a loss of profit) to the Target Companies of £100,000 or more. |
(a) | each Target Company has conducted its business and corporate affairs in all material respects in accordance with its memorandum and articles of association, by-laws or other equivalent constitutional documents; | |
(b) | and there has been no default by any Target Company under any order, decree or judgment of any court or any governmental or regulatory authority in the jurisdiction in which it is incorporated which applies to the Target Company where such default has had or is likely to have a cost (including, for these purposes, a loss of profit) to the Target Companies of £100,000 or more. |
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(a) | under the terms of which, as a direct result of the entry into and performance of the Transaction Documents (i) any other party will be entitled to be relieved of any material obligation or become entitled to exercise any material right (including any termination or pre-emption right or other option) or (ii) any Target Company will be in material default where such relief, exercise or default is likely to have a material adverse effect on the Target Companies; | |
(b) | which is material and is not in the ordinary course of business; | |
(c) | which is material and is not on an arm’s length basis; | |
(d) | which is material and is with any member of the Sellers’ Group; | |
(e) | which is a joint venture, consortium, partnership or profit (or loss) sharing agreement; | |
(f) | which is a lease agreement for any material asset used by any Target Company; | |
(g) | which is material and cannot be fulfilled or performed by it on time and without undue or unusual expenditure of money or effort; or |
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(a) | So far as the Sellers are aware, no Target Company is, or has been within the period of 30 months prior to the date of this Agreement, in material breach of any Environmental Laws; |
(b) | There are no material written claims or proceedings or so far as the Sellers are aware, investigations pending against any Target Company with respect to any liability under Environmental Laws relating to the Target Companies and, so far as the Sellers are aware, no such claims or proceedings or investigations have been threatened in writing; |
(c) | No Target Company has received any written statutory complaints or statutory notices alleging or specifying any material breach of, or liability under, any Environmental Laws relating to the Target Companies nor, so far as the Sellers are aware, are there any circumstances existing which might reasonably give rise to any litigation, arbitration or administrative proceedings under any Environmental Laws relating to the Target Companies. |
(a) | As at the date of this Agreement no Target Company has received notice of resignation from any Senior Retained Employee; |
(b) | No offers of employment have been made to employees who have accepted but not yet commenced employment which, for any individual offer includes a salary of £70,000 or more or for all offers will increase the total number of employees of the Target Companies by more than 50; |
(c) | The basis of the remuneration payable to the officers or employees of each Target Company is the same as that in force at the Last Accounts Date and no Target Company is obliged to increase or has made any provision to increase the aggregate annual remuneration payable to the officers and employees by more than five per cent; |
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(d) | There are no material amounts owing to any present or former officers or employees of any Target Company other than remuneration accrued to date or for disbursement of business expenses; |
(e) | No Target Company has incurred any outstanding liability for breach or termination of or variation of any service agreement with any of its officers or employees or former officers or employees where the liability to any one person exceeds £100,000 and there are no claims in existence, pending or threatened against any of the Target Companies: |
(i) | by a current or former employee in respect of any accident or injury which is not fully covered by insurance; | ||
(ii) | by a current or former officer or employee in relation to his terms and conditions of employment or appointment; or | ||
(iii) | by a current or former employee for unfair dismissal, notice, redundancy, wrongful dismissal or breach of contract; | ||
where in each case the liability to any one person exceeds £100,000 (each anEmployee Claim) nor is any Target Company aware of any circumstances which would give rise to such an Employee Claim; |
(f) | Save as disclosed there is no agreement or arrangement between any of the Target Companies and any group of its employees or their representatives with respect to past and/or current redundancy, severance or early retirement payments; |
(h) | So far as the Sellers are aware, each of the Target Companies has in relation to each of its officers and employees (and, so far as relevant, to each of its former officers and employees) complied in all material respects with all material legislation applicable to their employees and with all material recommendations, decisions and determinations made by any of the Industrial Relations Officers, the Labour Relations Commission, Rights Commissioners, Equality Officers, the Employment Appeals Tribunal or by the Labour Court in each case of the Republic of Ireland or their equivalents in the United Kingdom. |
(i) | None of the Target Companies has commenced any redundancy programme which will take effect after Closing and which will cause more than 20 Employees to be declared redundant. |
(a) | copies of the trust deed and rules governing the Pension Schemes; |
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(b) | copies of all current benefit announcements together with correspondence (if any) under which members of the Pension Schemes are granted special benefits not documented in the trust deed and rules governing the Pension Schemes; | |
(c) | a copy of the Actuarial Valuation; and | |
(d) | lists of the current Employees who are members of the Pension Schemes. |
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(a) | is registered for the purposes of VAT, has been so registered at all times that it has been required to be registered by VAT legislation, and such registration is not subject to any material conditions imposed by or agreed with the relevant tax authority including, without limitation, a requirement by the appropriate fiscal authority to give security under VAT legislation; | |
(b) | has materially complied with and observed in all material respects the terms of VAT legislation; | |
(c) | has maintained and obtained at all times complete, correct and up-to-date records, invoices and other documents (as the case may be) appropriate or requisite for the purposes of VAT legislation and has preserved such records, invoices and other documents in such form and for such periods as are required by VAT legislation; | |
(d) | obtains credit for all input tax paid or suffered by it; and | |
(e) | is not and has not been treated as a member of a group for the purposes of VAT legislation, and has not applied for such treatment, in each case other than a group comprising exclusively of Target Companies. |
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(a) | unless the amount of the liability pursuant to that single Claim exceeds £100,000; and |
(b) | unless the aggregate amount of the liability of the Sellers for all Claims not excluded by sub-paragraph (a) exceeds 1% of the aggregate of the Final Price and, for the avoidance of doubt, the Purchasers shall be entitled to claim only for the excess over 1% of the Final Price; |
(a) | Intellectual Property Rights and information technology or any related claims, liabilities or other matters (IPR Matters) are set out in Part B : of Schedule 1 and no other Warranty is given in relation to IPR Matters; | |
(b) | real estate and planning and zoning matters or any related claims, liabilities or other matters (Real Estate Matters) are those set out in of Part C : of Schedule 1 and no other Warranty is given in relation to Real Estate Matters; | |
(c) | environment or any related claims, liabilities or other matters (Environmental Matters) are those set out in Part D : of Schedule 1 and no other Warranty is given in relation to Environmental Matters; | |
(d) | the employment of any past or present employee of any Target Company or any member of the Sellers’ Group or any related claims, liabilities or other matters |
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(Employee Matters) are set out in Part E : of Schedule 1 and no other Warranty is given in relation to Employee Matters; | ||
(e) | retirement benefits, pensions or superannuation or any related claims, liabilities or other matters (Retirement Benefits Matters) are set out in Part F : of Schedule 1 and no other Warranty is given in relation to Retirement Benefits Matters; | |
(f) | taxation or any related claims, liabilities or other matters (Tax Matters) are those set out in Part G : of Schedule 1and no other Warranty is given in relation to Tax Matters. |
(a) | in relation any fact, matter, event or circumstance which is not required to be taken into account in the preparation of the Closing Statement, is disclosed, allowed, provided or reserved for in the Last Accounts; or |
(b) | is provided for or otherwise taken into account in the Closing Statement or any consequent adjustment to the UK Initial Share Price or the Irish Initial Share Price. |
(a) | after Closing by the Purchasers or any member of the Purchasers’ Group (or its respective directors, employees or agents or successors in title) outside the ordinary and usual course of business of a Target Company as at Closing; or |
(b) | before Closing by any member of the Sellers’ Group or any Target Company at the direction or request of the Purchasers or any member of the Purchasers’ Group. |
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(a) | each Target Company carries on its business in all material respects in the ordinary course so as to maintain it as a going concern; | |
(b) | no Target Company declares, makes or pays any non-cash dividend or other non-cash distribution (whether in stock or in kind); | |
(c) | no Target Company creates issues or agrees to issue, allots, redeems or repurchases any share or loan capital (except to another Target Company) or agrees to do any of the foregoing; | |
(d) | save as disclosed all transactions between any Target Company and any member of the Sellers’ Group take place in a manner consistent with previous practice in the 12 months prior to the date of this Agreement, on an arms’ length basis in the ordinary and usual course of business; | |
(e) | no member of the Seller’s Group agrees to an amendment or surrender of any of the insurance policies affecting the Target Companies; | |
(f) | no Target Company (i) employs or agrees to employ any new full or part time persons in a senior managerial capacity or (ii) makes changes (other than those required by law) in terms of employment (including pension fund commitments) in circumstances which are likely to increase in aggregate the total staff costs of the Target Companies by more than 1% per annum; | |
(g) | no Target Company enters into or terminates any contract which has a value or is likely to involve revenue or expenditure in excess of £500,000 or which will result in any material change in the nature or scope of operations of that Target Company or which is otherwise onerous or unusual; | |
(h) | no Target Company enters into any material own label contract which is loss-making on a fully allocated basis without the consent of the Purchaser; | |
(i) | other than in the ordinary course of business, no Target Company agrees to any material variation or termination of any Material Contract without cause to which that Target Company is a party; | |
(j) | no Target Company acquires or disposes of, or agrees to acquire or dispose of, (i) any company or business or (ii) other than in the ordinary course of business, any asset having a value in excess of £250,000, or enters into any capital commitment in excess of £250,000 (other than any capital commitment pursuant to any Target Company’s existing or proposed capital projects, but only to the extent that they are disclosed in the Disclosure Letter); |
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(k) | other than in the ordinary course of business, no Target Company gives any guarantee, indemnity or other agreement to secure a material obligation of a third party (including a member of the Sellers’ Group); | |
(l) | other than in relation to the Excluded Employees, no Target Company enters into, or agrees to enter into, any agreement or arrangement with any director or former director of that Target Company, or any person connected with any of them; | |
(m) | no Target Company pays its creditors other than in the ordinary course of business, changes its policy in relation to the payment of creditors or otherwise amends, or agrees to amend, the terms of its borrowings or indebtedness; | |
(n) | no Target Company passes a shareholders’ resolution or alters its memorandum or articles of association (or equivalent documents); | |
(o) | the Purchasers and their agents, advisers and representatives are given reasonable access to the management of the Target Companies; | |
(p) | the Purchasers and their agents, advisers and representatives are given reasonable access to the premises and employees of the Target Companies for the purpose of making presentations to employees of the Target Companies about the Purchasers’ Group; | |
(q) | no Target Company terminates the employment of, or gives notice to terminate the employment of, any Senior Retained Employee other than in circumstances justifying summary termination; | |
(r) | no employee of any Target Company is made redundant or given early retirement and no special or discretionary bonus is paid by any Target Company to any employee of any Target Company without the consent of the Purchaser; | |
(s) | no Target Company institutes or settles any litigation where that action is likely to result in a payment to or by a Target Company of £100,000 or more (except for collection in the ordinary course of trading debts none of which exceeds £100,000); | |
(t) | no Target Company or member of the Sellers’ Group creates any Third Party Right over the Shares, Target IP or the assets of any Target Company other than a Permitted Encumbrance; | |
(u) | no Target Company or any member of the Sellers’ Group institutes, settles, compromises or makes any admission relating to any litigation, dispute or claim in connection with the Target IP; | |
(v) | no Target Company or member of the Sellers’ Group disposes of, or grants any right, title or interest in the Target IP, any Intellectual Property Licence In or Intellectual Property Licence Out (other than any Intellectual Property Licence In or Intellectual Property Licence Out granted in the ordinary course of business subject always to paragraph 1(a) above); and | |
(w) | where this is within the control of the Sellers or the Target Companies (i) no amendment or alteration is made to the Pension Schemes that would increase the liabilities of the Target Companies under the Pension Schemes (ii) the Pension Schemes are not discontinued (wholly or partly) (iii) other than in relation to the Excluded Employees, there is no communication to any members of the Pension |
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Schemes in respect of any plan, proposal or intention to amend or discontinue the Pension Schemes (unless and to the extent that such amendment is required by law or to enable the Pension Schemes to retain tax approved or registered status) provided that, for the avoidance of doubt, no discretion is exercised to augment benefits or otherwise increase liabilities under the Pension Schemes in respect of Excluded Employees and (iv) no decision or determination is made or communicated in connection with the level of contributions to be paid to the defined contribution pension arrangement to be nominated or established for those current or future employees who are not members of the Pension Schemes at Closing. |
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(a) | investigate, or |
(b) | request information and/or documentation from the Sellers, the Sellers’ Parent, the Purchasers or the Purchasers’ Parent in relation to |
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(a) | duly executed transfers into the name of the Share Purchaser or its nominee (notified to the Share Sellers in writing prior to Closing) in respect of all the Shares; | |
(b) | the share certificates or equivalent documents in any applicable jurisdiction relating to all the Shares in respect of which certificates were issued or are required by law to be issued or indemnities in a form reasonably satisfactory to the Share Purchaser in respect of any such share certificates that are lost; in the case of share certificates in respect of the Shares in Target Companies where endorsement of share certificates is required to validly transfer the Shares concerned, such certificates being properly endorsed so as to transfer the Shares to the Share Purchaser; | |
(c) | in respect of each Target Company, the certificates of incorporation, the common seals, minute books, share registers and share certificate books (with any unissued share certificates) or such equivalent items in the relevant jurisdiction as are kept by the relevant Target Company; | |
(d) | in respect of each of Campbell Grocery Products Limited and Campbell Soup Ireland Limited, a copy (certified by the relevant company secretary as true and correct) of a resolution of the board of directors of that company approving the transfer of the Shares in that company (subject to stamping); | |
(e) | (in respect of each Target Company) a copy (certified by the relevant company secretary as true and correct) of a resolution of the board of directors accepting the resignation of each existing director, company secretary and auditor of that Target Company and appointing each future director, company secretary and auditor, in each case as may be notified by the Share Purchaser not later than 7 Business Days prior to Closing, together with letters of resignation of such persons in the Agreed Form; | |
(f) | copies (certified by the relevant company secretary as true and correct) of a resolution of the board of directors of each of the Share Sellers and the Business Sellers (other than CIC and CNHBV) authorising the execution of and the performance by the relevant company of its obligations under this Agreement and each of the Transaction Documents to be executed by it; | |
(g) | an irrevocable power of attorney in favour of the Share Purchaser (or its nominee) giving it power to exercise the Sellers’ rights in relation to the Shares pending registration of the transfer of the Shares; | |
(h) | all registration certificates, and copies of all material licences, material co-existence agreements and other material documents relating to the Target IP that are, in each case, in the possession or under the control of, a member of the Sellers’ Group; | |
(i) | all documents of title, certificates, deeds, licences, agreements, and other documents relating to the Properties; |
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(j) | copies of the ERM Phase I Environmental Assessment Reports in respect of the sites located at Ashford, Kent (UK), Worksop, Nottinghamshire (UK), King’s Lynn, Norfolk (UK) and Thurles, County Tipperary (Ireland), all dated June 2006, together with a collateral warranty from ERM in favour of the Purchasers. | |
(k) | duly executed waivers in respect of any provision of the type referred to in paragraph 6.1(a) of Part A of Schedule 1 contained in any contract made between any of the Target Companies and any member or members of the Sellers’ Group. | |
(l) | duly executed deeds of termination in respect of (i) the trade mark licence for the Homepride brand between Campbell Grocery Products Limited and Campbell Netherlands Holding BV and (ii) the technical services agreement between (i) Campbell Soup Company and (ii) Campbell Grocery Products Limited. |
(a) | deliver (or ensure that there is delivered to the Sellers) a copy of a resolution (certified by its company secretary as true and correct) of the board of directors of the relevant Purchaser authorising the execution of and the performance by the Purchasers of their obligations under this Agreement and each of the Transaction Documents to be executed by them (or any of them); | |
(b) | in the case of the Share Purchaser, pay to the Share Sellers the Initial Share Price in accordance with clause 2.5, and in the case of the Business Purchaser, pay to the Business Sellers the UK IP Price in accordance with clause 2.5. |
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(a) | delivery of all documents and all items required to be delivered at Closing (or waiver of the delivery of it by the person entitled to receive the relevant document or item); and |
(b) | receipt of an electronic funds transfer to the Sellers’ Bank Account(s) in immediately available funds of the Initial Share Price, |
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(a) | the Excluded Brands; | |
(b) | Campbell’s, Campbell’s Cup-a-Soup (except pursuant to the Campbell’s Trade Mark Licence); | |
(c) | Fray Bentos in Australia and New Zealand; | |
(d) | OXO in Benelux (including, without limitation, the OXO bottle design); and | |
(e) | Super Noodles and Supernoodles outside the United Kingdom and the Republic of Ireland. |
(a) | promptly inform the Sellers of the application; and | |
(b) | grant, or procure the grant of, a licence to the Sellers on the same terms as those set out in paragraph 2 above to use any such applications and any registered Community Trade Marks which result from those applications. |
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1. | Lease of office space at |
Cambourne, Cambridgeshire
CB3 6DP UK dated 3 April 2002 and made between (1) CGN4 Life Assurance
Limited and Campbell Grocery Products Limited
2. | Freehold land at |
Kings Lynn
Norfolk PE30 4HS
Title Numbers NK99709 and NK194486
3. | Freehold land at Claylands Avenue |
Nottinghamshire S81 7AY
Title Numbers NT354822 and NT341924
4. | Freehold land at Kennington Road |
Kent TN24 0LU
Title Number K825438
5. | Leasehold land of Sewage Pumping Station (Soil Area) |
Ashford
Kent
Title Number 776731
6. | Leasehold land of Steam Plant and oil tanks |
Ashford
Kent
Title Number K776736
7. | Leasehold land of Water Tower |
Ashford
Kent
Title Number K776738
8. | Leasehold land of Industrial Effluent Area |
Ashford
Kent
9. | Property comprised within Folio 26447F (Freehold) |
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10. | Property comprising First Floor of Block 43B |
(more accurately described in the Lease dated 8 May 2003 between Airscape Limited, Campbell
Soup Ireland Limited and Park West Management (No. 1) Limited)
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(a) | any relief arising to any Target Company to the extent that it either arises in respect of an event occurring or period commencing after Closing, or was included in the Closing Statement as an asset; or | |
(b) | any relief arising to any member of the Purchaser’s Group (other than any Target Company); |
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(a) | the issue of any notice, demand, assessment, letter or other document by or on behalf of any tax authority or the taking of any other action by or on behalf of any tax authority (including the imposition, or any document referring to the possible imposition, of any withholding of or on account of tax); or | |
(b) | the preparation or submission of any notice, return, assessment, letter or other document by any Purchaser, any Target Company, or any other person, |
(a) | a tax liability or relief has arisen, or |
(b) | any Target Company is or becomes entitled to a right to repayment or receives an actual repayment of tax |
(b) | an event has occurred |
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(a) | any actual tax liability arising in respect of, by reference to or in consequence of: |
(i) | any income, profits or gains earned, accrued or received on or before Closing; | ||
(ii) | and any event which occurred on or before Closing; and |
(b) | any deemed tax liability; |
(a) | provision or reserve in respect of that tax liability has been made in the Closing Statement, or the tax liability was taken into account in the preparation of the Closing Statement; or | |
(b) | the tax liability was paid or discharged before Closing, or such payment or discharge was taken into account in the preparation of the Closing Statement and such payment or discharge has in fact occurred; or | |
(c) | the tax liability arises as a result of any change in rates of tax made after Closing or of any change in law (or a change in interpretation on the basis of case law), regulation, directive or requirement, or the published practice of any tax authority, occurring after Closing; or | |
(d) | the tax liability would not have arisen but for a transaction, action or omission carried out or effected by any of the Purchasers, any Target Company, or any other person connected with any of them, at any time after Closing, except that this exclusion shall not apply where any such transaction, action or omission: |
(i) | is carried out or effected by the Target Company concerned pursuant to a legally binding commitment created on or before Closing; or | ||
(ii) | is carried out in the ordinary course of the Target Company’s business as carried on at Closing provided that for this purpose the following shall be deemed not to be in the ordinary course of the Target Company’s business if they otherwise would be (with the effect that the exclusion contained in this paragraph 3.1(d) shall apply): |
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(A) | any disposal (or deemed disposal for any tax purpose) of assets other than trading stock by the Target Company; | ||
(B) | any change in the use of an asset by the Target Company; | ||
(C) | anything which has the result of requiring disposal value to be brought into account, or which crystallises a balancing charge, for capital allowances purposes (or has a similar effect under the laws of any relevant foreign jurisdiction); or |
(e) | the tax liability arises as a result of a change after Closing in the length of any accounting period for tax purposes of any Target Company, or (other than a change which is necessary in order to comply with the law or generally accepted accounting principles applicable to the Target Company at Closing) a change after Closing in any accounting policy or tax reporting practice of any Target Company; or | |
(f) | notice of a claim in respect of a tax liability (other than a claim that relates to tax in the Republic of Ireland), in a form complying with the provisions of paragraph 9.1, is not given to the UK Share Seller prior to the sixth anniversary of the end of the accounting period of the Target Company concerned in which Closing occurs, or (where the claim is not previously settled, satisfied or withdrawn) proceedings in respect thereof are not issued commenced by being both issued and served within the six month period following such anniversary and pursued with reasonable diligence thereafter; or | |
(g) | notice of a claim in respect of a tax liability (being a claim) that relates to tax in the Republic of Ireland), in a form complying with the provisions of paragraph 9.1, is not given to the Irish Share Seller within the period of five years beginning with the end of the period of account (as defined in the section 4 of the TCA) in which Closing takes place or (where the claim is not previously settled, satisfied or withdrawn) proceedings in respect thereof are not commenced by being both issued and served within the six month period following such anniversary and pursued with reasonable diligence thereafter; or | |
(h) | such tax liability arises as a result of any Target Company failing to submit the returns and computations required to be made by them or not submitting such returns and computations within the appropriate time limits or submitting such returns and computations otherwise than on a proper basis, in each case after Closing and otherwise than as a result of any default or failure of the Share Sellers in carrying out, or in failing to carry out, the Share Sellers’ obligations under paragraph 12; or | |
(i) | the tax liability arises as a result of the failure of the Share Purchaser to comply with its obligations contained in paragraph 9 or 12 hereof; or | |
(j) | any relief other than a Purchaser’s relief is available, or is for no consideration made available by the Share Sellers, to any of the Target Companies to set against or otherwise mitigate the tax liability (and so that (a) for this purpose any relief arising in respect of an accounting period falling partly before and partly after Closing shall be apportioned on a time basis, unless some other basis is more reasonable, (b) any relief that is so available in relation to more than one tax liability to which this Schedule applies shall be deemed, so far as possible, to be used in such a way as to reduce to the maximum extent possible the Share Sellers’ total liability hereunder and (c) the Share Sellers may at their expense require the auditors for the time being of |
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any Target Company to certify the extent to which Target Company has any relief available to which this paragraph may apply); or | ||
(k) | the tax liability would not have arisen but for: |
(i) | the making of a claim, election, surrender or disclaimer, the giving of a notice or consent, or the doing of any other thing under the provisions of any enactment or regulation relating to tax, in each case after Closing and by any of the Purchasers, any Target Company or any person connected with any of them and otherwise than at the direction of the Share Sellers pursuant to paragraph 12; or | ||
(ii) | the failure or omission on the part of any Target Company after Closing otherwise than at the direction of the Share Sellers pursuant to paragraph 12 to make any such valid claim, election, surrender or disclaimer, or to give any such notice or consent or to do any other such thing, either as the Share Sellers may require in respect of periods or matters for which the Share Sellers have conduct under paragraph 12 or in respect of periods or matters for which the Share Sellers do not have conduct, in circumstances where the making, giving or doing of which was taken into account in the preparation of the Closing Statement; or |
(l) | the tax liability is a liability to tax comprising interest, penalties, charges or costs in so far as is attributable to the unreasonable delay or default of any of the Purchasers or any Target Company after Closing; or |
(m) | the tax liability arises as a result of the sale of an asset or as a result of any other event (including the expiry of a time period) which causes the crystallisation of a chargeable gain by any Purchaser, any Target Company, or any other person connected with any of them, at any time after Closing. |
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(a) | any Overprovision shall first be set against any payment then due from the Share Sellers under this Schedule or for breach of any Tax Warranty; |
(b) | to the extent there is an excess, a payment shall promptly be made to the Share Sellers equal to the aggregate of any payment or payments previously made by the Share Sellers under this Schedule or for breach of any Tax Warranty (and not previously refunded under this Schedule) up to the amount of the excess; and |
(c) | to the extent that there is any remaining excess, a payment shall promptly be made to the Share Sellers equal to the amount of the excess. |
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(a) | the amount of the tax refund shall be set against any payment then due from the Share Sellers under this Schedule or for breach of any Tax Warranty; and |
(b) | to the extent that there is an excess, a payment shall promptly be made to the Share Sellers equal to the aggregate of any payment or payments previously made by the Share Sellers under this Schedule or for breach of any Tax Warranty (and not previously refunded under this Schedule) up to the amount of the excess; and |
(c) | to the extent that there is any remaining excess, a payment shall promptly be made to the Share Sellers equal to the amount of such excess. |
(a) | In consideration of the Agreement and the covenants hereby given by the Irish Share Seller in favour of the Share Purchaser, the Share Purchaser hereby covenants with and agrees to indemnify and hold harmless the Irish Share Seller in respect of any liability they (or any other person falling within Section 629(4) TCA) incur or become liable to pay whatsoever resulting from the residence of any of the Irish Companies being transferred outside Ireland at any time on or after the Closing or in consequence thereof. |
(b) | The Share Purchaser hereby covenants with and agrees to pay to the Irish Share Seller an amount equal to any liability that any member of the Retained Group incurs or becomes liable to pay under Section 623(5) TCA as a result of any taxation liability under Section 623 TCA arising in any of the Irish Companies as a result of Closing not having been paid by the Irish Companies within 6 months after Closing. |
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(a) | extend to any reasonable costs and expenses properly incurred in connection with such tax or a claim under paragraphs 8.1, 8.2 and 8.3, as the case may be; |
(b) | (in the case of paragraph 8.2) not apply to tax to the extent that the Share Purchaser could claim payment in respect of it under paragraph 2.1 (or would have been able to claim but for paragraph 3.1(f) or 3.1(g)), except to the extent a payment has been made pursuant to paragraph 2.1 and the tax to which it relates was not paid by the Target Company concerned; and |
(c) | not apply to tax to the extent it has been recovered under any relevant statutory provision (and the Share Purchaser or the Share Sellers, as the case may be, shall procure that no such recovery is sought to the extent that payment is made hereunder). |
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(a) | if the date on which the tax can be recovered is deferred following application to the relevant tax authority, the date for payment by the Share Sellers shall be two Business Days before such later date when the amount of tax is finally and conclusively determined (and for this purpose, an amount of tax shall be deemed to be finally determined when, in respect of such amount, an agreement under section 54 of the Taxes Management Act 1970 or any legislative provision corresponding to that section is made, or a decision of a court or tribunal is given or any binding agreement or determination is made, from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit); and |
(b) | if a payment or payments to the relevant tax authority prior to the date otherwise specified by this paragraph would avoid or minimise interest or penalties, the Share Sellers may at their option pay the whole or part of the amount due to the Share Purchaser on an earlier date or dates, and the Share Purchaser shall procure that the tax in question (or the appropriate part of it) is promptly paid to the relevant tax authority. |
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(a) | the Share Purchaser shall notify the Share Sellers of that fact as soon as possible and if so required by the Share Sellers shall take (or shall procure that the Target Company or other person concerned shall take) such action as the Share Sellers may reasonably request to enforce such recovery or to obtain such payment or relief (keeping the Share Sellers fully informed of the progress of any action taken and providing it with copies of all relevant correspondence and documentation); and |
(b) | if any Purchaser, the Target Company or other person concerned receives or obtains such a payment or relief, the Share Purchaser shall: |
(i) | first set the amount received or the amount that the relevant Purchaser, the Target Company or other person concerned will save by virtue of the payment or the relief (less any reasonable costs of recovering or obtaining such payment or relief and any tax actually suffered thereon) (theBenefit) against any payment then due from the Share Sellers under this Schedule; | ||
(ii) | to the extent the amount of the Benefit exceeds the payments then due from the Share Sellers under this Schedule, such excess shall be carried forward and set against any future payment or payments which become due from the Share Sellers under this Schedule or for breach of the Tax Warranties; and | ||
(iii) | to the extent that the total aggregate amounts of Benefit exceeds payments due from the Share Sellers under this Schedule or for breach of the Tax Warranties prior to the seventh anniversary of Closing, the Share Purchaser shall pay an amount equal to the excess to the Share Sellers. |
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(a) | prepare the tax returns of each of the Target Companies; | |
(b) | prepare on behalf of the Target Companies all claims, elections, surrenders, disclaimers, notices and consents for the purposes of tax; and | |
(c) | (subject to paragraph 9) deal with all matters relating to tax which concern or affect any of the Target Companies, including the conduct of all negotiations and correspondence and the reaching of all agreements relating thereto or to any tax documents, but excluding payment of tax. |
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(a) | the Share Purchaser is kept promptly and fully informed of all negotiations and correspondence with any tax authority as it is relevant to the pre-closing tax affairs; |
(b) | the Share Purchaser receives copies of all written correspondence with any tax authority insofar as it is relevant to the pre Closing tax affairs and that account is taken of any reasonable representations made by the Share Purchaser in relation to them; |
(c) | no tax document is submitted to any tax authority before it has been delivered to the Share Purchaser (where practicable, no less than 10 Business Days before the date on which such tax document is to be delivered to, or is required to be filed with, the appropriate tax authority). The Share Sellers shall where practicable amend the tax documents in accordance with the Share Purchaser’s reasonable comments before the tax document is submitted to the appropriate tax authority; and |
(d) | no tax document is submitted to any tax authority which is not, so far as the Share Sellers are aware, true and accurate in all respects and not misleading, or which would require fraudulent conduct, conduct involving dishonesty or the commission or participation in any criminal offence on the part of the Target Company concerned or the Share Purchaser. |
(a) | the Share Sellers and their duly authorised agents are afforded such access (including the taking of copies) to the books, accounts and records of the Target Companies and such other assistance as it or they reasonably require to enable the Share Sellers to discharge their obligations under paragraph 12.2 and to enable the Share Sellers and any member of the Retained Group to comply with their own tax obligations or facilitate the management or settlement of its own tax affairs; | |
(b) | the Share Sellers are promptly sent a copy of any communication from any tax authority insofar as it relates to the pre Closing tax affairs; and | |
(c) | there is given to such person or persons as may for the time being be nominated by the Share Sellers authority to conduct pre Closing tax affairs, and that such authority is confirmed to any relevant tax authority. |
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(a) | with immediate effect, for the purposes of VAT that another member of the VAT group of which the UK Company is the representative member (theVAT Group) be substituted as the VAT Group’s representative member; and |
(b) | with effect from the Closing Date, for the purposes of VAT the removal of the UK Company from the VAT Group. |
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(a) | the Purchasers shall procure that any Inter-Company Trading Debt which is owed by any Target Company is paid by that Target Company to the company to which the relevant Inter-Company Trading Debt is owed, within 30 days of the Closing Date; such payments shall be made in accordance with clause 25.1; and |
(b) | the Sellers shall procure that any Inter-Company Trading Debt which is owed by any member of the Sellers’ Group is paid by that member to the relevant Target Company within 30 days of the Closing Date; such payments shall be made in accordance with clause 25.2. |
(a) | the Purchasers (with the reasonable assistance of the Sellers) shall procure that, at Closing, each Target Company pays to (i) if that Inter-Company Non-Trading Debt is owed to a member of the Sellers’ Group, the Sellers (for the relevant Seller or, as the case may be, as agents for the members of the Sellers’ Group to which the relevant Inter-Company Non-Trading Payables are owed), or, as the case may be, (ii) if that Inter-Company Non-Trading Payable is owed to another Target Company, to that Target Company, an amount in the applicable currency equal to each of the Estimated Inter-Company Non-Trading Payables (if any) of that Target Company which is estimated to be owed to any such party; |
(b) | the Sellers shall at Closing (for themselves or, as the case may be, as agents for each relevant member of the Sellers’ Group) pay to the Purchasers (as agents for the Target Companies to which the relevant Inter-Company Non-Trading Receivables are owed) an amount in the applicable currency equal to each of the Estimated Inter-Company Non-Trading Receivables (if any) of each Target Company which are estimated to be owed by any member of the Sellers’ Group; |
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(a) | if the actual amount of any Inter-Company Non-Trading Payable is greater than the applicable Estimated Inter-Company Non-Trading Payable or any Inter-Company Non-Trading Receivable is less than the relevant Estimated Inter-Company Non-Trading Receivable, then the Purchasers shall procure that the relevant Target Company pays to (i) if that Inter-Company Non-Trading Payable is owed to, or if that Inter-Company Non-Trading Receivable is due from, a member of the Sellers’ Group, the Sellers (for themselves or, as the case may be, as agents for the relevant member of the Sellers’ Group), or, as the case may be (ii) if that Inter-Company Non-Trading Payable is owed to, or that Inter-Company Non-Trading Receivable is due from, another Target Company, to that Target Company, an amount in the applicable currency equal to the difference; |
(b) | if the actual amount of any Inter-Company Non-Trading Payable is less than the applicable Estimated Inter-Company Non-Trading Payable or any Inter-Company Non-Trading Receivable is greater than the Estimated Inter-Company Non-Trading Receivable, then (i) if that Inter-Company Non-Trading Payable is owed to, or if that Inter-Company Non-Trading Receivable is due from, a member of the Sellers’ Group, the Sellers shall (for the relevant Seller or, as the case may be, as agents for the relevant member of the Sellers’ Group) pay to the relevant Target Company or, as the case may be, (ii) if that Inter-Company Non-Trading Payable is owed to, or that Inter Company Non Trading Receivable is due from, another Target Company, such Target Company shall pay to the relevant Target Company an amount in the applicable currency equal to the difference. |
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(a) | the items and amounts to be included in the calculation of External Debt, Cash, Inter-Company Non-Trading Debt, and Working Capital for the purposes of the Closing Statement shall be identified by applying the relevant definition in Schedule 12 (subject, where applicable, to the provisions of Part A of this Schedule); | |
(b) | in applying each such definition and the provisions of Part A of this Schedule and determining which items and amounts are to be included in the Closing Statement, if and to the extent that the treatment or characterisation of the relevant item or amount or type or category of item or amount: |
(i) | is dealt with in the specific accounting treatments set out in Part B of this Schedule (theSpecific Accounting Treatments), the relevant Specific Accounting Treatment(s) shall apply; | ||
(ii) | is not dealt with in the Specific Accounting Treatments but is dealt with in the accounting principles, policies, treatments, practices and categorisations used in the preparation of the Management Accounts (theAccounting Principles), the applicable Accounting Principle(s) shall apply (including in relation to the exercise of accounting discretion and judgement) to the extent that the Accounting Principles are consistent with US GAAP; and | ||
(iii) | is not dealt with in either the Specific Accounting Treatments or the Accounting Principles, US GAAP shall apply. |
(a) | any record of, or provision or accrual for, any liability of any Target Company in respect of pension, retirement indemnity or other post-retirement benefits; | |
(b) | any amount in respect of deferred tax (whether as a liability or an asset); | |
(c) | any amounts in respect of liabilities (contingent or otherwise) for which the Sellers are obliged to indemnify the Purchasers and/or any of the Purchasers’ Affiliates under the terms of the Transaction Documents (other than liabilities in respect of tax to which the Tax Covenant applies); and | |
(d) | any Costs incurred by any Target Company in connection with the Proposed Transaction. |
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(a) | taking the profit before tax for the Relevant Period for the UK Company and the Irish Companies and derived from the accounting records used to prepare the Closing Statement; and |
(i) | in the case of the UK Company, 30%; and | ||
(ii) | in the case of the Irish Companies, 0%; and then |
(c) | subtracting any amounts in respect of corporation tax paid on account in respect of the Relevant Period (or a period of which it forms part) prior to the Closing Date. |
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(a) | the Sellers and Purchasers shall each prepare a written statement within 30 days of the Firm’s appointment on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Firm for determination and copied at the same time to the other; |
(b) | following delivery of their respective submissions, the Purchasers and the Sellers shall each have the opportunity to comment once only on the other’s submission by written comment delivered to the Firm not later than 20 days after receipt of the other’s submission and, thereafter, neither the Sellers nor the Purchasers shall be entitled to make further statements or submissions except insofar as the Firm so requests (in which case it shall, on each occasion, give the other party (unless otherwise directed) 20 days to respond to any statements or submission so made); |
(c) | in giving its determination, the Firm shall state what adjustments (if any) are necessary, solely for the purposes of this Agreement, to the draft Closing Statement in respect of the matters in dispute in order to comply with the requirements of this Agreement and to determine finally the Closing Statement; |
(d) | the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the parties and, without prejudice to any other rights which they may respectively have under this Agreement, the parties expressly waive, to the extent permitted by law, any rights of recourse they may otherwise have to challenge it. |
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(a) | if the aggregate Working Capital of the UK Company is greater than the Target Working Capital of the UK Company, then the Share Purchaser shall pay an amount equal to the difference to the relevant Share Seller; or | |
(b) | if the aggregate Working Capital of the UK Company is less than the Target Working Capital of the UK Company, then the relevant Share Seller shall pay an amount equal to the difference to the Share Purchaser; or | |
(c) | if the aggregate Working Capital of the Irish Companies is greater than the Target Working Capital of the Irish Companies, then the Share Purchaser shall pay an amount equal to the difference to the relevant Share Seller; or | |
(d) | if the aggregate Working Capital of the Irish Companies is less than the Target Working Capital of the Irish Companies, then the relevant Share Seller shall pay an amount equal to the difference to the Share Purchaser. |
(a) | if the aggregate External Debt of the UK Company is less than the Estimated External Debt of the UK Company, then the Share Purchaser shall pay an amount equal to the difference to the relevant Share Seller; or | |
(b) | if the aggregate External Debt of the UK Company is greater than the Estimated External Debt of the UK Company, then the relevant Share Seller shall pay an amount equal to the difference to the Share Purchaser; or | |
(c) | if the aggregate External Debt of the Irish Companies is less than the Estimated External Debt of the Irish Companies, then the Share Purchaser shall pay an amount equal to the difference to the relevant Share Seller; or | |
(d) | if the aggregate External Debt of the Irish Companies is greater than the Estimated External Debt of the Irish Companies, then the relevant Share Seller shall pay an amount equal to the difference to the Share Purchaser. |
(a) | if the aggregate Cash of the UK Company is greater than the Estimated Cash of the UK Company, then the Share Purchaser shall pay an amount equal to the difference to the relevant Share Seller; or |
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(b) | if the aggregate Cash of the UK Company is less than the Estimated Cash of the UK Company, then the relevant Share Seller shall pay an amount equal to the difference to the Share Purchaser; or | |
(c) | if the aggregate Cash of the Irish Companies is greater than the Estimated Cash of the Irish Companies, then the Share Purchaser shall pay an amount equal to the difference to the relevant Share Seller; or | |
(d) | if the aggregate Cash of the Irish Companies is less than the Estimated Cash of the Irish Companies, then the relevant Share Seller shall pay an amount equal to the difference to the Share Purchaser. |
(a) | if any Inter-Company Non-Trading Payable is greater than the applicable Estimated Inter-Company Non-Trading Payable or if any Inter-Company Non-Trading Receivable is less than the applicable Estimated Inter-Company Non-Trading Receivable, as between (i) the UK Company and, (ii) any member of the Sellers’ Group or any Irish Company, then the relevant Share Seller shall pay to the Share Purchaser an amount in sterling equal to the difference; or | |
(b) | if any Inter-Company Non-Trading Payable is less than the applicable Estimated Inter-Company Non-Trading Payable or if any Inter-Company Non-Trading Receivable is greater than the applicable Estimated Inter-Company Non-Trading Receivable, as between (i) any member of the Sellers’ Group or any Irish Company and, (ii) any UK Company, then the Share Purchaser shall pay to the relevant Share Seller an amount in sterling equal to the difference; or | |
(c) | if any Inter-Company Non-Trading Payable is greater than the applicable Estimated Inter-Company Non-Trading Payable or if any Inter-Company Non-Trading Receivable is less than the applicable Estimated Inter-Company Non-Trading Receivable, as between (i) any Irish Company and (ii) any member of the Sellers’ Group or any UK Company, then the relevant Share Seller shall pay to the Share Purchaser an amount in sterling equal to the difference; or | |
(d) | if any Inter-Company Non-Trading Payable is less than the applicable Estimated Inter-Company Non-Trading Payable or if any Inter-Company Non-Trading Receivable is greater than the applicable Estimated Inter-Company Non-Trading Receivable, as between (i) any member of the Seller’s Group or any UK Company, and (ii) any Irish Company, then the Share Purchaser shall pay to the relevant Share Seller an amount in sterling equal to the difference. |
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Business Intellectual Property Right | Allocation of UK IP Price | |||
Batchelors | £ | 145,999,999 | ||
Fray Bentos | £ | 2,500,000 | ||
Homepride | £ | 11,000,000 | ||
Oxo | £ | 65,500,000 | ||
Others (CSUKL) | £ | 1 |
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(i) | it stops or suspends payment of its debts; | ||
(ii) | it is, for the purpose of section 123 of the Insolvency Act 1986, section 214 of the Companies Act 1963 (Republic of Ireland), or any other applicable law, deemed to be insolvent or unable to pay its debts as they fall due or becomes insolvent or a moratorium is declared in relation to any of its Indebtedness; | ||
(iii) | any encumbrancer takes possession of, or a receiver, administrative receiver or administrator or similar officer is appointed over or in relation to, all of its assets; | ||
(iv) | a meeting is convened, an application is made or any other step is taken, or any notice is given of the intention to convene a meeting or take any other step, for the purpose of appointing a receiver, administrative receiver or other similar officer of or in relation to it; |
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(v) | an application is made or any other such document is issued, a meeting is convened, or any other step is taken, or any notice is given of the intention to convene a meeting or take any other step, for the purpose of appointing an administrator or other similar officer of, or for the making of an administration order in relation to it; | ||
(vi) | it convenes a meeting of its creditors generally or takes any step with a view to a moratorium or proposes or makes any arrangement or composition with, or any assignment for the benefit of, its creditors generally; | ||
(vii) | it proposes or enters into any negotiations for or in connection with the rescheduling, restructuring or re-adjustment of any Indebtedness by reason of, or with a view to avoiding, financial difficulties; | ||
(viii) | (other than in connection with a solvent reorganisation) any meeting is convened for the purpose of considering any resolution for (or to petition for) its winding up or any such resolution is passed; | ||
(ix) | a petition or any other such document is presented or an order is made for its winding up (other than a frivolous or vexatious petition, or any other such document, dismissed, withdrawn or discharged within 14 days of being presented or any other petition which is contested on bona fide grounds and dismissed, withdrawn or discharged prior to the winding-up order being made); | ||
(x) | any order is made, any resolution is passed or any other action is taken for the suspension of payments by it, or protection from its creditors or its bankruptcy; |
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(a) | includes, where applicable, amounts owed in respect of salaries or other employee benefits (including payroll taxes thereon but excluding any bonuses and related taxes), insurance (including health and motor insurance), pension and retirement benefit payments, management training and car rental payments paid or management services provided between them up to Closing; but |
(b) | excludes amounts due in respect of matters which would in the ordinary course of business of the Target Companies remain outstanding or otherwise have the characteristics of an intra-group loan and also excludes any amounts in respect of corporation tax; |
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(a) | references to apersoninclude any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (whether or not having separate legal personality); | |
(b) | headings do not affect the interpretation of this Agreement; the singular shall include the plural and vice versa; and references to one gender include all genders; | |
(c) | references to any English legal term or concept shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction; | |
(d) | references to sterling or pounds sterling or £ are references to the lawful currency from time to time of England; | |
(e) | for the purposes of applying a reference to a monetary sum expressed in sterling, an amount in a different currency shall be deemed to be an amount in sterling translated at the Exchange Rate at the relevant date (which in relation to a Claim, shall be the date of the receipt of notice of that Claim under Schedule 2; | |
(f) | any statement in this Agreement qualified by the expressionso far as the Sellers are aware orto the best of the Sellers’ knowledgeor any similar expression shall be deemed only to be made on the basis of the actual knowledge, at the date of this Agreement, of the following persons having made reasonable enquiry: |
(g) | any phrase introduced by the termsincluding,include,in particularor any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. |
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SIGNED | ) | SIGNATURE: | /s/ Edward Lyons | |||||||
on behalf of | ) | |||||||||
Campbell’s UK Limited | ) | Edward Lyons (as attorney in fact) | ||||||||
SIGNED | ) | SIGNATURE: | /s/ Edward Lyons | |||||||
on behalf of | ) | |||||||||
Campbell Soup UK Limited | ) | Edward Lyons (as attorney in fact) | ||||||||
SIGNED | ) | SIGNATURE: | /s/ Edward Lyons | |||||||
on behalf of | ) | |||||||||
Campbell Netherlands Holding B.V. | ) | Edward Lyons (as attorney in fact) | ||||||||
SIGNED | ) | SIGNATURE: | /s/ Edward Lyons | |||||||
on behalf of | ) | |||||||||
Campbell Investment Company | ) | Edward Lyons (as Vice President) | ||||||||
SIGNED | ) | SIGNATURE: | /s/ Edward Lyons | |||||||
on behalf of | ) | |||||||||
Campbell Soup Company | ) | Edward Lyons (as attorney in fact) |
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SIGNED | ) | SIGNATURE: | /s/ Robert Lawson | |||||||
on behalf of | ) | |||||||||
Premier Foods Investments Limited | ) | Robert Lawson (as attorney) | ||||||||
SIGNED | ) | SIGNATURE: | /s/ Robert Lawson | |||||||
on behalf of | ) | |||||||||
HL Foods Limited | ) | Robert Lawson (as attorney) | ||||||||
SIGNED | ) | SIGNATURE: | /s/ Robert Lawson | |||||||
on behalf of | ) | |||||||||
Premier Foods plc | ) | Robert Lawson (as attorney) |
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