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) SOPHIE DAVET
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SHARE PURCHASE AGREEMENT
for the acquisition of share capital of Financiere Alma SA
and Alma Intervention 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 of them;
(2) SOPHIE DAVET (the "VENDOR").
RECITALS:
(A) PRG is in the business of auditing accounts payable, paid bill files,
promotional and demonstrator agreements, personal property, real estate,
sales and use tax and other taxes, common area maintenance charges,
telephone and other utilities, sales promotion, advertising and cosmetic
wage/commission agreements of its clients, to identify and document for
subsequent charge back or credit over-payments and/or under-deductions
and rendering management consultingg services associated with such
activities.
(B) The Vendor is at the date hereof the owner of (i) the numbers of shares
in Financiere Alma SA ("FA") and Alma Intervention S.A. ("AI") set out
opposite her name in Section 1 of Annex 1 hereto, and (ii) the number
of shares in FA and AI set out opposite her name in Section 2 of ANNEX 1
hereto.
(C) Alma Group (as defined below) is in the business of providing management
consulting services primarily on a success fee basis, involving research
and recovery of various French indirect taxes (e.g. fiscal taxes,
foncier taxes and VAT taxes) and social charges; providing general
expense reduction in various areas including building services and
surveillance; assisting its clients in obtaining grants or subsidies;
and operating buying clubs for small business.
(D) This Agreement sets out the terms and conditions pursuant to which (i)
the Vendor sells and PRG purchases all of the FA Shares and all of the
AI Shares owned by the Vendor as set out in Section 1 of ANNEX 1 and
(ii) the Vendor sells
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and the Agent purchases all of the FA Shares and all of the AI Shares
owned by the Vendor as set out in Section 2 of ANNEX 1. It is the
intention of PRG to immediately resell the FA Shares and AI Shares so
acquired by PRG to the Agent on behalf of and for the account of PRG
France SA, a societe anonyme in the process of being formed.
IN CONSIDERATION OF THE MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS HEREIN
CONTAINED, THE PARTIES AGREE AS FOLLOWS:-
1. INTERPRETATION
"AI" means Alma Intervention SA;
"ALMA GROUP" means FA, AI, STEP SARL, Club Affaires SA, Meridian Club
France SA and B&T Associes SARL FA, and all of them or each of them as
the context admits;
"FA" means Financiere Alma SA;
"PRG GROUP" means PRG and its subsidiaries as the same may exist from
time to time;
"PROSPECTIVE CLIENT" means as the date of determination, any person to
whom the Alma Group has sent or delivered a written sale or servicing
proposal or contract in connection with the Business of Alma Group;
2. SALE AND PURCHASE
2.1 The Vendor sells to PRG and PRG purchases from the Vendor (i)
the numbers of shares in FAand the number of shares in AI of
which the Vendor is the owner as set out in Section 1 of ANNEX
1, and (ii) the Vendor sells to the Agent and the Agent
purchases the number of shares in FA and the number of shares in
AI of which the Vendor is the owner as set out 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") and all such shares in AI
(collectively the "AI SHARES").
As at date hereof the Vendor delivers to the Purchaser the
shares transfer forms relating to all the FA Shares and AI
Shares referred to in ANNEX 1 duly signed and completed in
favour of the Purchaser and the Agent, as appropriate.
2.2 The Vendor hereby represents, warrants, covenants and undertakes
with the
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Purchaser (so as to bind her, her personal representatives,
successors and assigns) as follows:
2.2.1 that Vendor has the right to dispose of the FA Shares
and the AI Shares which she sells to Purchaser;
2.2.2 that Vendor is disposing of the FA Shares and AI 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;
2.2.3 as set out in ANNEX 2 to this Agreement;and
2.2.4 as set out in ANNEX 3 to this Agreement.
2.3 The price for the FA Shares and the AI Shares sold by the Vendor
to PRG pursuant to this Agreement is paid by PRG by the delivery
of 16,703 shares of no par value common stock of PRG (the
"STOCK"). The Vendor acknowledges and agrees the the Stock is
subject to the restrictions set forth on ANNEX 2 to this
Agreement.
2.4 The price for the FA Shares and AI Shares sold by the Vendor to
the Agent is US $ 497,025.18 paid at the date hereof by way of
of bankers draft.
3. WARRANTIES BY PRG
PRG hereby represents warrants, covenants and undertakes to the Vendor
as set out in ANNEX 4 of this Agreement.
4. FURTHER ASSURANCES
At any time after the date hereof the Vendor 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 and the AI Shares referred to in ANNEX 1 and giving to the
Purchaser the full benefit of this Agreement.
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 and the AI Shares in Section 1 of Annex 1 with the intention of
immediately transferring them to the Agent on behalf of PRG France SA in
the process of being formed.
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6. 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.
7. GOVERING LAW AND RULING VERSION
7.1 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.
7.2 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, England, 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
SOPHIE DAVET
/s/ Sophie Davet
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LIST OF SCHEDULES AND/OR ANNEXES
Annex 1 Schedule of Shares Sold
Annex 2 Warranties of Vendor
Annex 3 Restrictive Covenants
Annex 4 Warranties by PRG