SHARE PURCHASE AGREEMENT
Dated 7 October 1997
(1) THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
(2) THE SHAREHOLDERS IN THE PROCESS OF CONSTITUTING PRG FRANCE SA
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(3) EPARGNE CAPITALISATION INTERMEDIAIRE AND EPARGNE DEVELOPPEMENT
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SHARE PURCHASE AGREEMENT
for the acquisition of share capital of Financiere Alma SA
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THIS AGREEMENT is made on 7 October 1997.
BETWEEN:
(1) THE PROFIT RECOVERY GROUP INTERNATIONAL, INC, a Georgia corporation
("PRG"), Clinton McKellar, Jr. acting as attorney (mandataire) in the
name and on behalf of PRG France SA, a French societe anonyme in the
process of formation at the date hereof ("Agent") which expression shall
on formation of PRG France SA mean PRG France SA), PRG, Agent and PRG
France SA being called together the "PURCHASER" which expression
includes each or any other;
(2) EPARGNE CAPITALISATION INTERMEDIAIRE and EPARGNE DEVELOPPEMENT;
individually a "VENDOR" and together the "VENDORS".
THE PARTIES AGREE AS FOLLOWS:-
1. SALE AND PURCHASE
1.1 The Vendors sell to PRG and PRG purchases from the Vendors (i)
the numbers of shares in Financiere Alma ("FA") of which each of
the Vendors is the owner as set out opposite each of the
Vendors' names in Section 1 of ANNEX 1, and (ii) the Vendors
sell and the Agent purchases the number of shares in FA of which
each of the Vendors is the owner as set out opposite each of the
Vendors' names in Section 2 of ANNEX 1, in each case with effect
from 1 October 1997 free from any mortgage, charge, pledge,
lien, security interest or other third party right or interest,
or option or restriction of any nature over or in respect of the
relevant asset, security or right (the "ENCUMBRANCES"), and
together with all accrued benefits and rights attaching thereto
and all dividends declared after the 30 June 1997 in respect of
the all such shares in FA (collectively, the "FA SHARES").
As at date hereof the Vendors deliver to the Purchaser the
shares transfer forms relating to all the FA Shares referred to
in ANNEX 1 duly signed and completed in favour of the Purchaser
and the Agent, as appropriate.
1.2 The Vendors hereby represent, warrant, covenant and undertake
with the Purchaser (so as to bind them, their personal
representatives, successors and assigns) as follows:
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1.2.1 that each of them has the right to dispose of the FA
Shares which they sell to Purchaser;
1.2.2 that each of them is disposing of the FA Shares free
from any Encumbrances together with all such rights now
or hereafter attaching thereto, including the right to
all dividends and other distributions (if any) declared,
after 30 June 1997;
1.2.3 as set out in ANNEX 2 to this Agreement;
1.2.4 that they hereby unconditionally remise, release and
forever discharge FA, Alma Intervention SA ("AI"), and
all subsidiaries and affiliates of FA and AI, the
Purchasers and all subsidiaries and affiliates of PRG,
and all officers and directors of any and all of the
foregoing entities (collectively the "RELEASED PARTIES")
from all and any claims whatsoever they may have against
any and all of the Released Parties;
1.2.5 that they hereby waive and release any and all right,
title and interest of any nature whatsoever in FA, AI or
any of their subsidiaries and affiliates, or the
business, assests or profits of same arising out of,
resulting from or relating to any agreement, oral or
written, by law or otherwise, including but not limited
to any investment agreement, loan agreement,
shareholders' agreement or the like;and
1.2.6 that they acknowledge that Mr Marc Eisenberg has made
available all information concerning the purchase and
sale of 100% of all the shares in FA and AI, including
but not limited to the matters set forth in ANNEX 3
attached hereto.
1.3 The price for the FA shares sold by the Vendors to PRG pursuant
to this Agreement shall be paid by PRG by the delivery of shares
of no par value common stock of PRG (the "STOCK") in such
numbers as are set out against each of the Vendors' names in
Section 1 of ANNEX 1. The Vendors acknowledge and agree the the
Stock is subject to the restrictions set forth in ANNEX 2 to
this Agreement.
1.4 The aggregate price for the FA shares sold by the Vendors to the
Agent is US $ 2 948 304,84 paid at the date hereof by way of two
bankers drafts in such amounts as are set out against each of
the Vendors' names in Section 2 of ANNEX 1.
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2. WARRANTIES BY PRG
PRG hereby represents warrants, covenants and undertakes to the Vendors
as set out in ANNEX 4 of this Agreement.
3. FURTHER ASSURANCES
At any time after the date hereof the Vendors shall without charge to
the Purchaser execute all such documents and do such acts and things as the
Purchaser may reasonably require for the purpose of vesting in PRG and/or the
Agent with the full legal and beneficial title to the FA Shares referred to in
ANNEX 1 and giving to the Purchaser the full benefit of this Agreement.
4. GUARANTEE
The obligations of PRG and of the Agent hereunder shall be joint and
several and PRG hereby guarantees the obligations of the Agent hereunder.
5. BENEFIT OF THE AGREEMENT
For the purposes of Article 223 B of the General Taxation Code (Code
General des Impots) it is expressly agreed that PRG will acquire the FA
Shares in Section 1 of Annexe 1 with the intention of immediately
transferring them to the Agent on behalf of PRG France SA in the process
of being formed.
6. GOVERING LAW AND RULING VERSION
6.1 This Agreement (and any dispute, controversy, proceedings or
claim of whatever nature arising out of or in any way relating
to this agreement or its formation) shall be governed by and
construed in accordance with French law.
6.2 Any dispute arising from the execution of this Agreement shall
be finally resolved in accordance with the Rules of Conciliation
and Arbitration of the International Chamber of Commerce by
three arbitrators nominated in accordance with their rules
unless the parties can agree on a sole arbitrator. The
arbitration shall take place in Paris. The language of the
arbitration shall be in English.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement at Broadwalk
House, 5 Appold Street, London EC2A 2HA, as of the date first above written.
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
/s/ Clinton McKellar, Jr.
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By: Mr Clinton McKellar, Jr.
Title: Senior Vice President and General Counsel
/s/ Clinton McKellar, Jr.
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MR CLINTON MCKELLAR, JR, AS "MANDATAIRE"
FOR THE SHAREHOLDERS OF PRG FRANCE S.A. IN FORMATION
EPARGNE
CAPITALISATION INTERMEDIAIRE
By:/s/ Marc Eisenberg
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Title: Attorney
EPARGNE DEVELOPPEMENT
By:/s/ Marc Eisenberg
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Title:
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LIST OF SCHEDULES AND/OR ANNEXES
Annex 1 Schedule of Shares Sold
Annex 2 Warranties of Vendor
Annex 3 Letter from Denis Metzer of Epargne Partners
Annex 4 Warranties of PRG