EXHIBIT 4.6
SHARE SALE AGREEMENT
PACIFIC BRANDS (FIJI) LIMITED
P.D. International Pty Ltd
Pacific Dunlop Limited
and
PB Holdings NV
[LOGO OF FREEHILLS]
101 Collins Street Melbourne Victoria 3000 Australia
Telephone 61 3 9288 1234 Facsimile 61 3 9288 1567
www.freehills.com.au DX240 Melbourne
SYDNEY MELBOURNE PERTH CANBERRA BRISBANE HANOI HO CHI MINH CITY SINGAPORE
Correspondent Offices JAKARTA KUALA LUMPUR
Liability limited by the Solicitors' Limitation of Liability Scheme, approved
under the Professional Standards Act 1994 (NSW)
Reference NJW:BAE
TABLE OF CONTENTS
Clause Page
1 Definitions and interpretation 1
1.1 Definitions 1
1.2 Interpretation 4
1.3 Business Day 5
1.4 Conflict 5
2 Sale and purchase 6
2.1 Sale of shares 6
2.2 Associated rights 6
3 Purchase Price 6
3.1 Amount 6
3.2 Payment at Completion 6
3.3 Final payment 6
4 Completion 6
4.1 Date for Completion 6
4.2 Delivery of documents 6
4.3 Board meetings 7
4.4 Buyer's obligations at completion 7
4.5 Interdependence 7
4.6 Conduct until Shares are registered 8
5 Before Completion 8
5.1 Carrying on Business 8
5.2 Treatment of Cash in Hand 9
5.3 Inter Company Debt 9
6 After Completion 9
6.1 Obligations relating to Taxes or Duties 9
6.2 Consultation 9
7 Warranties 9
8 Limitation of liability 10
9 Competition 10
9.1 Undertaking 10
9.2 Acquisition of interests in competing Businesses 10
9.3 Exclusion from restraint 10
9.4 Related Corporations 11
9.5 Severability 11
10 Release of guarantees 11
11 Guarantee and indemnity 11
11.1 Guarantee 11
11.2 Indemnity 12
11.3 Extent of guarantee and indemnity 12
11.4 Continuing guarantee and indemnity 12
11.5 Warranties of the Guarantor 12
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11.6 Rights 13
Schedule 1 - Share Details 14
Schedule 2 - Warranties 15
Schedule 3 - Disclosure Schedule 31
Schedule 4 - Intellectual Property Rights 32
Schedule 5 - Superannuation funds 33
Schedule 6 - Contracts 34
Schedule 7 - Guarantees 35
Schedule 8 - Employees 36
Schedule 9 - Plant and Equipment 37
Schedule 10 - Assets Leases 38
Schedule 11 - Properties 39
Schedule 12 - Inter Company Debt 40
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THIS SHARE SALE AGREEMENT
is made on 2001 between the parties
specified in parts 1, 2 and 3 of schedule 1.
RECITALS
A. The Seller is the owner of the Shares.
B. The Seller agrees to sell and the Buyer agrees to buy the
Shares on the terms and conditions set out in this
agreement.
C. The Guarantor agrees to guarantee the performance by the
Seller of its obligations pursuant to this agreement.
THE PARTIES AGREE
in consideration of, among other things, the mutual promises
contained in this agreement:
1 DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this agreement:
Accounting Standards has the meaning given to that term in the
Co-ordination Agreement;
Accounts has the meaning given to that term in the Co-ordination
Agreement;
Accounts Date means 30 June 2001;
Apportionment Statement has the meaning given to that term in the
Co-ordination Agreement;
Assets Leases means all leases, hire purchase agreements,
conditional purchase agreements and other hiring arrangements to
which the Company is party including, but not limited to, those
listed in schedule 10, but excludes leases in relation to the
Properties;
Authorisation means any consent, registration, agreement,
certificate, licence, approval, permit, authority or exemption
from, by or with a Governmental Agency;
Business means the business carried on by the Company as more
particularly described in part 6 of schedule 1;
Business Day means a day on which banks are open for business in
Melbourne, Sydney and Auckland excluding a Saturday or a Sunday or
a public holiday;
Business Records means, the Company's customer lists and supplier
lists, records of Intellectual Property Rights, Assets Leases,
Contracts and Properties;
Buyer means the company specified in part 2 of schedule 1;
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Buyer Group Companies has the meaning given to that term in the
Co-ordination Agreement;
Buyer's Warranties means the warranties set out in part 1 of
schedule 2;
Cash in Hand means the amount of cash at bank on deposit or at
hand in the Company;
Claim means any claim or any course of action (including, but not
limited to, in contract, in tort or under statute) in respect of
this agreement;
Company means the company specified in part 4 of schedule 1;
Completion means completion of the sale and purchase of the Shares
under clause 4;
Completion Date has the meaning given to that term in the
Co-ordination Agreement;
Completion Statement has the meaning given to that term in the
Co-ordination Agreement;
Conditions has the meaning given to that term in the Co-ordination
Agreement;
Contracts means the agreements to which the Company is a party and
which are, wholly or partly, executory as at the Completion Date,
including, but not limited to, those listed in part 1 of schedule
6, but excludes:
(a) the Assets Leases; and
(b) leases in relation to the Properties;
Co-ordination Agreement means the Co-ordination Agreement executed
on the same day as this agreement by, among others, the Seller and
the Buyer;
Data Room has the meaning given to that term in the Co-ordination
Agreement;
Dollars, A$ and $ means Australian dollars unless otherwise
specified in this agreement;
Duty means any stamp, transaction or registration duty or similar
charge imposed by any Governmental Agency and includes, but is not
limited to, any interest, fine, penalty, charge or other amount
imposed in respect of the above, but excludes any Tax;
Effective Time has the meaning given to that term in the
Co-ordination Agreement;
Employees means an employee of the Company listed in schedule 8
who is still employed in the Business as at the Completion Date;
Encumbrance means any mortgage, charge, lien, pledge, other
security interest or encumbrance (other than liens arising in the
ordinary course of business by operation of law and title
retention in respect of stock-in-trade);
Environmental Law has the meaning given to that term in the
Co-ordination Agreement;
Foreign Exchange Contracts means all foreign exchange hedging
contracts entered by the PDL Group which relate exclusively to the
Business which remain
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current as at Completion, details of which will be provided to the
Buyer at the date of this agreement and at Completion;
Governmental Agency means any government or any governmental,
semi-governmental, administrative, fiscal or judicial body,
department, commission, authority, tribunal, agency or entity in
any part of the world;
Guarantees means the guarantees and other letters of comfort and
commitments of financial support given by the Seller and its
Related Corporations in relation to the Business which remain in
force at the date of this agreement, including but not limited to,
as listed in schedule 7;
Guarantor means the company specified in part 3 of schedule 1;
Intellectual Property Rights means the rights and interests of the
Company in the internet domain names, trademarks, patents,
copyrights and designs listed in schedule 4;
Inter Company Debt means any amount owing (including trade
accounts payable and receivable):
(a) by the Company to a member of the PDL Group (except in that
member's capacity as an entity carrying on any part of the
Pacific Brands Business); or
(b) by a member of the PDL Group (except in that member's
capacity as an entity carrying on any part of the Pacific
Brands Business) to the Company,
immediately before Completion;
Interest Rate means the average rate displayed on the Reuters Page
BBSW for 90 day bank bills at 10:10 am Melbourne time applicable
to each Business Day on which amounts are outstanding as confirmed
by Westpac Banking Corporation and on the basis that for a day
other than a Business Day the rate applicable to the last
preceding Business Day will apply;
Linked Transaction Agreements has the meaning given to that term
in the Co-ordination Agreement;
Loss includes any damage, loss, claim, action, liability, cost,
expense, outgoing or payment;
Pacific Brands Business has the meaning given to that term in the
Co-ordination Agreement;
Payment Date has the meaning given to that term in the
Co-ordination Agreement;
PDL Group has the meaning given to that term in the Co-ordination
Agreement;
Plant and Equipment means the plant, equipment, machinery, tools,
furniture, fittings, lease hold improvements and motor vehicles
owned by the Company as at Completion and used exclusively in the
Business including, without limitation, those listed in schedule
9;
Power means any right, power, authority, discretion or remedy
conferred on the parties by this agreement or any applicable law;
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Properties means the properties leased under the Property Leases;
Property Leases means the leases of real property listed in
schedule 11;
Purchase Price means the price payable for the Shares under clause
3.1;
Records means all original and copy records, documents, books,
files, reports, accounts, plans, correspondence, letters and
papers of every description and other material regardless of their
form or medium and whether coming into existence before, on or
after the date of this agreement, belonging or relating to or used
by the Company including (without limitation) certificates of
registration, minute books, statutory books and registers, books
of account, Tax returns, title deeds and other documents of title,
customer lists, price lists, computer programs and software, and
trading and financial records;
Related Corporation means a "related body corporate" as defined in
the Corporations Act;
Secondary Consents has the meaning given to that term in the
Co-ordination Agreement;
Shares means all the issued shares in the capital of the Company,
as specified in part 3 of schedule 1;
Seller means the company specified in part 1 of schedule 1;
Seller Group Companies has the meaning given to that term in the
Co-ordination Agreement;
Seller's Warranties means the warranties set out in part 2 of
schedule 2;
Stock means the stock of the Business owned by the Company as at
Completion and includes, but is not limited to, raw materials,
components, work in progress, finished goods, packaging materials,
promotional materials, spare parts and other consumables;
Superannuation Funds means the superannuation funds to which the
Company makes contributions in respect of the Employees as listed
in schedule 5;
Tangible Assets means Plant and Equipment and Stock;
Tax means any tax, levy, charge, impost, duty, fee, deduction,
compulsory loan or withholding, which is assessed, levied, imposed
or collected by any Governmental Agency and includes, but is not
limited to any interest, fine, penalty, charge, fee or any other
amount imposed on, or in respect of, any of the above but excludes
Duty;
Tax Law means any law relating to Tax; and
Warranties means the Buyer's Warranties and the Seller's
Warranties.
1.2 INTERPRETATION
In this agreement, unless the context otherwise requires:
(a) headings and underlinings are for convenience only and do
not affect the interpretation of this agreement;
(b) words importing the singular include the plural and vice
versa;
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(c) words importing a gender include any gender;
(d) other clauses of speech and grammatical forms of a word or
phrase defined in this agreement have a corresponding
meaning;
(e) an expression importing a natural person includes any
company, partnership, joint venture, association,
corporation or other body corporate and any Governmental
Agency;
(f) a reference to a part, clause, party, annexure or schedule
is a reference to a clause and part of, and a party,
annexure and schedule to this agreement and a reference to
this agreement includes any annexure and schedule;
(g) a reference to a statute, regulation, proclamation,
ordinance or by-law includes all statutes, regulations,
proclamations, ordinances or by-laws amending, consolidating
or replacing it, and a reference to a statute includes all
regulations, proclamations, ordinances and by-laws issued
under that statute;
(h) a reference to a document includes all amendments or
supplements to, or replacements or novations of, that
document;
(i) a reference to a party to a document includes that party's
successors and permitted assigns;
(j) where the day on or by which any thing is to be done is not
a Business Day, that thing must be done on or by the
following Business Day;
(k) no rule of construction applies to the disadvantage of a
party because that party was responsible for the preparation
of this agreement or any part of it;
(l) if a covenant, undertaking, representation, warranty,
indemnity or agreement is made or given by two or more
parties, that covenant, undertaking, representation,
warranty, indemnity or agreement is made or given and binds
those parties jointly and severally; and
(m) if a party comprises two or more persons, a covenant,
undertaking, representation, warranty, indemnity or
agreement made or given by that party binds those persons
jointly and severally.
1.3 BUSINESS DAY
Where the day on or by which any thing is to be done is not a
Business Day, that thing must be done on or by the next Business
Day.
1.4 CONFLICT
If there is any conflict or inconsistency between anything
contained in this agreement and anything contained in the
Co-ordination Agreement, then the Co-ordination Agreement will
prevail.
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2 SALE AND PURCHASE
2.1 SALE OF SHARES
Subject to the Conditions and any Secondary Consents relevant to
the sale of the Shares having been fulfilled or waived in
accordance with the Co-ordination Agreement, the Seller will sell
and the Buyer (or a nominee of the Buyer) will buy the Shares for
the Purchase Price free of Encumbrances and other third party
rights on Completion.
2.2 ASSOCIATED RIGHTS
The Shares will be transferred under this agreement with all
rights attached or accruing to them on and from the Effective
Time. The Buyer is not entitled to the rights attached to the
Shares as at the date of this agreement or to any rights which
accrue between the date of this agreement and the Effective Time,
including dividend rights.
3 PURCHASE PRICE
3.1 AMOUNT
The Purchase Price is the value ascribed to the Company in the
Apportionment Statement in accordance with the terms of the
Co-ordination Agreement.
3.2 PAYMENT AT COMPLETION
It is acknowledged that under the Co-ordination Agreement, an
amount must be paid at Completion by the Buyer to Pacific Dunlop
Limited (or as otherwise directed by it) on behalf of the Seller.
3.3 FINAL PAYMENT
On the Payment Date, the Buyer or the Seller, as appropriate, must
pay to the other any net amount plus interest on the amount which
may be payable in accordance with the provisions of the
Co-ordination Agreement.
4 COMPLETION
4.1 DATE FOR COMPLETION
Completion must take place on the Completion Date, subject to and
as provided for in the Co-ordination Agreement.
4.2 DELIVERY OF DOCUMENTS
At Completion, the Seller must deliver to the Buyer:
(a) original share certificates for the Shares;
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(b) duly completed transfers of the Shares to the Buyer (and the
Buyer's nominee) in registrable form, executed by the Seller
(and the Seller's nominee);
(c) duly executed releases of all guarantees that have been
obtained in accordance with clause 10;
(d) the original certificate of incorporation or registration of
the Company;
(e) all original documents of title (if any) in relation to the
Intellectual Property Rights;
(f) evidence that any Secondary Consents relevant to the sale of
the Shares have been obtained, to the extent in the
possession of the Seller;
(g) any power of attorney or other authority under which the
transfers of the Shares are executed;
(h) duly executed instruments irrevocably waiving in favour of
the Buyer all rights of pre-emption which any person has in
respect of any of the Shares; and
(i) all Records, which must be complete and up to date (by
constructive delivery at the Company's premises).
4.3 BOARD MEETINGS
At Completion, the Seller must ensure that a meeting of the
directors of the Company is convened and conducts the following
business:
(a) approval of the registration of the Buyer (and the Buyer's
nominee) as the holder of the Shares in the books of the
Company; and
(b) revocation of all existing mandates for the operation of
bank accounts of the Company and approval of new mandates in
favour of the officers of the Company nominated by the
Buyer.
4.4 BUYER'S OBLIGATIONS AT COMPLETION
At Completion the Buyer must:
(a) pay the Seller an estimate of the Purchase Price in
accordance with clause 3.2;
(b) execute, and procure that the Buyer's nominee execute, the
transfers of Shares delivered by the Seller pursuant to
clause 4.2(b);
(c) deliver to the Seller any evidence required by it that any
Secondary Consents relevant to the sale of the Shares has
been obtained.
4.5 INTERDEPENDENCE
(a) Notwithstanding any provision of a Linked Transaction
Agreement but subject to clause 4 of the Co-ordination
Agreement, the obligations of the parties to the Linked
Transaction Agreements in respect of completion (as defined
in each Linked Transaction Agreement) are interdependent.
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(b) Subject to clause 4 of the Co-ordination Agreement, all
actions at Completion under this agreement and completion
under each other Linked Transaction Agreement will be deemed
to take place simultaneously and no delivery or payment will
be deemed to have been made until all deliveries and
payments under the Linked Transaction Agreements due to be
made at or immediately after completion (as defined in each
Linked Transaction Agreement) have been made.
(c) A breach of this agreement by any party to this agreement is
deemed to constitute a breach by the defaulting party of
each Linked Transaction Agreement to which the defaulting
party is a party.
4.6 CONDUCT UNTIL SHARES ARE REGISTERED
After Completion and until the Shares are registered in the name
of the Buyer or its nominee, the Seller must take all action
lawfully required by the Buyer by written notice to the Seller to
vote on any resolutions of the Company as the Buyer directs.
5 BEFORE COMPLETION
5.1 CARRYING ON BUSINESS
The Seller will procure that the Company uses all reasonable
endeavours to ensure that between the date of this agreement and
Completion, subject to clauses 5.2 and 5.3, the Business is
conducted in the ordinary course of business and that the Company
does not:
(a) enter into any material contract or arrangement outside the
ordinary course of trading or otherwise than on arm's length
terms;
(b) acquire or dispose of any assets other than on arm's length
terms in the ordinary course of business;
(c) make any material change to its policy and practice as to
payment of creditors and collection of trade receivables;
(d) engage any new employee to fill a new role with an annual
remuneration package in excess of $120,000 or, except in the
ordinary course of the Business, terminates the employment
of any of its employees or changes in any material respect
the terms of employment (including remuneration);
(e) sell or agree to sell any fixed asset with a value of more
than $250,000 or buy or commit to buy any fixed asset with a
value of more than $250,000;
(f) create any Encumbrance over any of its assets;
(g) incur any indebtedness or liability in the nature of
borrowings other than in the ordinary course of business;
(h) distribute or return any capital to its members;
(i) pay any dividend to its members or pay any management fee or
similar amount;
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(j) issue any shares, options or securities which are
convertible into shares in the Company Group; and
(k) alter its constitution,
unless the Buyer first consents in writing, which must not be
unreasonably withheld or delayed.
5.2 TREATMENT OF CASH IN HAND
(a) At any time before Completion, the Seller may arrange for
any Cash in Hand held by the Company to be removed in any
manner selected by the Seller.
(b) Any Cash in Hand held by the Company as at the Effective
Time, will be included in the Completion Statement.
5.3 INTER COMPANY DEBT
The parties agree that as soon as practicable after Completion,
they will take such steps as necessary to procure that any Inter
Company Debt owing to or by the Company is extinguished including
but not limited to those Inter Company Debts listed in schedule
12. Each party will on request provide to the other evidence of
such extinguishment.
6 AFTER COMPLETION
6.1 OBLIGATIONS RELATING TO TAXES OR DUTIES
After Completion, the Buyer must procure that the Company provides
the Seller with access to such employees and records of the
Company as the Seller reasonably requires to meet its obligations
under any law relating to Tax or Duty provided such access is
exercised and conducted in a manner to avoid unreasonable
disruption to the conduct of the Business and the activities and
operations of the Company and its employees.
6.2 CONSULTATION
If any Governmental Agency conducts an audit in relation to the
affairs of the Company relating to any period prior to the
Completion Date then the Buyer must procure that the Seller is
promptly notified of this and that the Seller is then regularly
consulted with in relation to the audit process until resolved.
7 WARRANTIES
(a) The Buyer gives the Buyer's Warranties in favour of the
Seller on and subject to the terms set out in the
Co-ordination Agreement.
(b) The Seller gives the Seller's Warranties in favour of the
Buyer on and subject to the terms set out in the
Co-ordination Agreement.
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8 LIMITATION OF LIABILITY
The Seller gives the Seller's Warranties in favour of the Buyer on
and subject to the limitations on liability set out in the
Co-ordination Agreement.
9 COMPETITION
9.1 UNDERTAKING
In consideration for the respective promises of the Seller and the
Buyer to each other in this agreement, the Seller undertakes to
the Buyer that it will not for a period of 5 years, 4 years, 3
years, 2 years or 1 year after the Completion Date in Fiji:
(a) engage in any business or activity which is the same as or
substantially similar to or competitive with, the Business
or any material part of it;
(b) solicit, canvass, induce or encourage any person who was at
any time during the 6 months period ending on the Completion
Date a director, employee or agent of the Company to leave
the employment or agency of the Company;
(c) solicit, canvass, approach or accept any approach from any
person who was at any time during the 6 months period ending
on the Completion Date, a client or customer of the Company
with a view to obtaining the custom of that person in a
business which is the same as or substantially similar to or
competitive with, the Business; or
(d) interfere with the relationship between the Company and its
clients, customers, employees or suppliers.
9.2 ACQUISITION OF INTERESTS IN COMPETING BUSINESSES
Clause 9.1 does not prevent the Seller or any of its Related
Corporations from acquiring an interest, directly or indirectly,
in a business in competition with the Business in the area
referred to in that clause if:
(a) the acquisition of the interest in the competing business
occurs as a result of or in conjunction with an acquisition
of an interest, directly or indirectly, in other assets;
(b) the value of the competing business is not more than 15% of
the value of the acquisition taken as a whole; and
(c) the Seller or the relevant Related Corporation uses its best
endeavours to dispose of the competing business or its
interest in the business within 12 months after its
acquisition.
9.3 EXCLUSION FROM RESTRAINT
This clause 9 does not restrict the Seller or any of its Related
Corporations from:
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(a) continuing to carry on any business (other than the
Business) carried on at the date of this agreement; or
(b) holding less than 5% of the issued share capital of a
company listed on a recognised Stock Exchange.
9.4 RELATED CORPORATIONS
The Buyer agrees that the provisions of this clause 9 only apply
to the Related Corporations of the Seller for so long as those
entities remain Related Corporations of the Seller.
9.5 SEVERABILITY
(a) If any of the several separate and independent covenants and
restraints in clause 9.1 are or become invalid or
unenforceable for any reason, then that invalidity or
unenforceability will not affect the validity or
enforceability of any of the other separate and independent
covenants and restraints in clause 9.1.
(b) If any of the prohibitions or restrictions contained in this
clause 9 is judged to go beyond what is reasonable in the
circumstances and necessary to protect the goodwill of the
Company, but would be judged reasonable and necessary if any
activity were deleted or the period or area were reduced,
then the prohibitions or restrictions apply with that
activity deleted or that period or area reduced by the
minimum amount necessary.
10 RELEASE OF GUARANTEES
(a) The Buyer must use its best endeavours to secure the release
of the Seller or any Related Corporation of the Seller from
any Guarantee or Encumbrance provided in relation to the
Business, effective from Completion.
(b) If the Buyer is unable to secure the release under clause
10(a), then the Buyer must pay the Seller an amount equal to
any Loss which the Seller or any Related Corporation of the
Seller pays, suffers, incurs, or is liable for in relation
to any Guarantee or Encumbrance referred to in clause 10(a)
which relates to any act or omission of the Company after
Completion.
11 GUARANTEE AND INDEMNITY
11.1 GUARANTEE
The Guarantor unconditionally and irrevocably guarantees to the
Buyer the due and punctual performance of the Seller's obligations
under this agreement.
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11.2 INDEMNITY
The Guarantor indemnifies and holds the Buyer harmless from and
against all Loss incurred or suffered by the Buyer and all
actions, proceedings, claims or demands made against the Buyer as
a result of default by the Seller in the performance of any such
obligation.
11.3 EXTENT OF GUARANTEE AND INDEMNITY
(a) This clause 11 applies:
(1) to the present and future obligations of the Seller
under this agreement; and
(2) to this agreement, as amended, supplemented, renewed
or replaced.
(b) The obligations of the Guarantor under this clause 11 extend
to any change in the obligations of the Seller as a result
of any amendment, supplement, renewal or replacement of this
agreement.
(c) This clause 11 is not affected, nor are the obligations of
the Guarantor under this agreement released or discharged or
otherwise affected, by anything which, but for this
provision, might have that effect.
(d) This clause 11 applies:
(1) regardless of whether the Guarantor is aware of, or
has consented to, or is given notice of, any
amendment, supplement, renewal or replacement of any
agreement to which the Buyer and the Seller are a
party or the occurrence of any other thing; and
(2) irrespective of any rule of law or equity to the
contrary.
11.4 CONTINUING GUARANTEE AND INDEMNITY
This clause 11 is a continuing obligation of the Guarantor despite
any settlement of account and remains in full force and effect
until the obligations of the Seller under this agreement have been
performed.
11.5 WARRANTIES OF THE GUARANTOR
The Guarantor represents and warrants to the Buyer that:
(a) it has the corporate power to enter into this guarantee and
indemnity and has taken all necessary action to authorise
the execution, delivery and performance of this agreement;
(b) the execution, delivery and performance of this guarantee
and indemnity will not violate any provision of:
(1) any law or regulation or any order or decree of any
Governmental Agency of the Commonwealth of Australia
or any state or territory;
(2) the constitution of the Guarantor; or
(3) any security agreement, deed, contract, undertaking
or other instrument to which the Guarantor is a party
or which is binding on it.
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11.6 RIGHTS
The Guarantor waives any right it has of first requiring any of
the Buyer Group Companies to commence proceedings or enforce any
other right against the Seller or any of the Seller Group
Companies or any other person before claiming under this clause
11.
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SCHEDULE 1 - SHARE DETAILS
PART 1 - SELLER
P.D. International Pty Ltd
PART 2 - BUYER
PB Holdings NV of 1170 Brussels, Terhulpsesteenweg 166
PART 3 - GUARANTOR
Pacific Dunlop Limited ABN 89 004 085 330 of Level 3, 678 Victoria
Street, Richmond, Victoria 3121
PART 4 - COMPANY
Pacific Brands (Fiji) Limited
PART 5 - SHARES
PLACE OF AUTHORISED ISSUED SHARES LEGALLY SHARES HELD ON
COMPANY INCORPORATION CAPITAL CAPITAL OWNED BY SELLER BEHALF OF THE SELLER
-----------------------------------------------------------------------------------------------------
Pacific Fiji F$50,000 50,000 49,999 held by 1 held by
Brands (Fiji) (50,000 @ Seller David Graham as
Limited F$1 per trustee for Seller
share)
PART 6 - BUSINESS
Sourcing of clothing.
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SCHEDULE 2 - WARRANTIES
PART 1 - BUYER'S WARRANTIES
1 BUYER AUTHORISED
The Buyer has taken all necessary action to authorise the execution,
delivery and performance of this agreement in accordance with its terms.
2 POWER TO BUY
The Buyer has full power to enter into and perform its obligations under
this agreement and can do so without the consent of any other person.
3 NO LEGAL IMPEDIMENT
So far as the Buyer is aware, the execution, delivery and performance by
the Buyer of this agreement comply with:
(a) each law, regulation, Authorisation, ruling, judgment, order or
decree of any Governmental Agency;
(b) the constitution or other constituent documents of the Buyer; and
(c) any Encumbrance or document which is binding on the Buyer.
4 NO LIQUIDATION OR WINDING-UP
The Buyer has not gone into liquidation nor passed a winding-up
resolution nor received or published a notice under sections 601AA or
601AB of the Corporations Act 2001 (Australia) or any similar insolvency
law in Belgium.
5 NO PETITION
No petition or other process for winding-up has been presented or
threatened against the Buyer and there are no circumstances justifying
such a petition or other process.
6 NO WRIT OF EXECUTION
No writ of execution has issued against the Buyer.
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7 NO RECEIVER OR ADMINISTRATOR
No receiver or receiver and manager or administrator of any part of the
undertaking or assets of the Buyer has been appointed.
8 KNOWLEDGE OF BUYER
Neither the Buyer nor any holding company (direct or indirect) of the
Buyer is aware of any matter or thing that at Completion constitutes a
breach of the Seller's Warranties.
page 16
PART 2 - SELLER'S WARRANTIES
1 AUTHORITIES
1.1 SELLER AUTHORISED
The Seller has taken all necessary action to authorise the
execution, delivery and performance of this agreement in
accordance with its terms and is validly existing and in good
standing.
1.2 POWER TO SELL
The Seller has full power to enter into and perform its
obligations under this agreement and is able to sell and transfer
the Shares being sold by it under this agreement without the
consent of any other person and free of any pre-emptive rights, or
rights of first refusal or any other such rights which may
restrict the transfer of the Shares to the Buyer (except as
disclosed in writing by the Seller).
1.3 NO LEGAL IMPEDIMENT
The execution, delivery and performance by the Seller of this
agreement complies with:
(a) each law, regulation, Authorisation, ruling, judgment, order
or decree of any Governmental Agency;
(b) the constitution or other constituent documents of the
Seller; and
(c) any Encumbrance or document which is binding on the Seller.
1.4 CORPORATE POWER
The Company:
(a) is validly existing and in good standing;
(b) is accurately described in part 4 of schedule 1;
(c) has full corporate power to own its properties, assets and
businesses and to carry on the Business; and
(d) has good and marketable title to all the assets included in
the Accounts.
1.5 CONSTITUTION
The copy of the constitution of the Company given to the Buyer is
a complete and accurate copy in all material respects.
1.6 CORPORATE NAME
The Company does not trade under a name other than its corporate
name (excluding trademarks or business names registered in a name
other than its corporate name).
page 17
2 COMPLIANCE WITH LAW
2.1 COMPLIANCE WITH LAW
The Company has complied in all material respects with all
applicable laws (whether applicable to the conduct of the
Business, the assets of the Business or the Properties) and no
material contravention or allegation of any material contravention
of any applicable law is known to the Seller.
2.2 AUTHORISATIONS
The Company holds all necessary material Authorisations required
to conduct the Business, use the assets of the Business and occupy
the Properties and has paid all fees due in relation to them and
is not in breach of any conditions under them where such breach
would be likely to have a material and adverse effect on the
Business as currently carried on.
3 SHARES AND CAPITAL
3.1 TITLE
The Seller is the legal and beneficial owner of the Shares being
sold by it under this agreement which are free of all Encumbrances
and other third party interests or rights.
3.2 ISSUED CAPITAL
The Shares are all the issued shares in the capital of the Company
and were validly issued by the Company.
3.3 FULLY PAID
The Shares are fully paid and no money is owing in respect of
them.
3.4 ISSUE OF OTHER SECURITIES
The Company is not under any obligation to issue or allot, and has
not granted any person the right to call for the issue or
allotment of or exercise any option over, any shares or other
securities of the Company which is still current and subsisting.
4 POSITION SINCE THE ACCOUNTS DATE
4.1 POST ACCOUNTS DATE
Since the Accounts Date the Company has not:
(a) entered into any material contract or arrangement outside
the ordinary course of trading or otherwise than on arm's
length terms;
(b) acquired or disposed of any assets other than on arm's
length terms in the ordinary course of business;
(c) created an Encumbrance over any of its assets;
page 18
(d) incurred any indebtedness or liability in the nature of
borrowings other than in the ordinary course of business;
(e) in the conduct of the Business made any material change to
its policy or practice as to the payment of creditors or
collection of trade receivables;
(f) engaged any new employee to fill a new role with an annual
remuneration package in excess of $120,000 or, except in the
ordinary course of the Business, terminated the employment
of any of its employees or changed in any material respect
the terms of employment (including remuneration);
(g) sold or agreed to sell any fixed asset with a value of more
than $250,000 or bought or committed to buy any fixed asset
with a value of more than $250,000;
(h) distributed or returned any capital to its members;
(i) paid any dividend to its members or paid any management fee
or similar amount;
(j) issued any shares, options or securities which are
convertible into shares in the Company;
(k) altered its constitution,
(l) incurred or undertaken any actual or contingent liabilities
or obligations (including Tax) except in the ordinary course
of business; or
(m) there has been no change in the accounting policies,
practices and principles of the Company,
except, in respect of the period between the date of this
agreement and Completion, if the Buyer has first consented in
writing.
4.2 SUPPLIERS/CUSTOMERS
Since the Accounts Date:
(a) none of the following suppliers of the Business: Kuehne &
Nahgel, Begley Hobba & Manton, Robert Ng, Zenith Media, Dow
Chemical, Helm AG, Ulee, Hewlett Packard, PT Goldindo
Menawian and BASF has:
(1) reduced the level of its supplies to the Company
other than in the ordinary course of business;
(2) indicated an intention to cease or reduce the volume
of its trading with the Company after Completion; or
(3) materially altered the terms on which it trades with
the Company; or
(b) none of the following customers of the Business: Kmart, Big
W, Myer/Grace Bros, Target, Best & Less, Lowes Manhattan,
Woolworths, Payless Shoes, Harvey Norman and David Jones
has:
(1) reduced the level of its custom from the Company
other than in the ordinary course of business;
(2) indicated an intention to cease or reduce the volume
of its trading with the Company after Completion; or
page 19
(3) materially altered the terms on which it trades with
the Company.
5 TANGIBLE ASSETS
5.1 TITLE TO ASSETS
All material Tangible Assets are:
(a) (other than items under repair and stock-in-transit) in the
possession or under the control of the Company; and
(b) the absolute property of the Company free of all
Encumbrances, other than the Tangible Assets subject to the
Assets Leases.
5.2 ASSETS NOT OWNED
All material Tangible Assets which are used by the Company but are
not owned by the Company are used pursuant to the Assets Leases or
other arrangements entered into on arm's length terms in the
ordinary course of the Business.
5.3 PLANT AND EQUIPMENT
All Plant and Equipment listed in schedule 9 and currently in use
in the Business is:
(a) in good working order;
(b) capable of doing the job for which it is now being used; and
(c) in reasonable condition having regard to its age and fair
wear and tear.
6 ENCUMBRANCES
6.1 OWNERSHIP OF SHARES
As at Completion the Seller will be the legal and beneficial owner
of the Shares being sold by it under this agreement free of
Encumbrances.
6.2 DISCHARGES BY COMPLETION
The Seller has not granted or created, or agreed to grant or
create, any Encumbrance in respect of the Shares being sold by it
under this agreement or the assets of the Company other than any
which will be discharged on or before Completion.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 SCOPE
So far as the Seller is aware, the Company owns or has an
enforceable right to use all intellectual property rights needed
to carry on the Business in the places and in the manner currently
carried on.
page 20
7.2 OWNERSHIP AND USE
(a) The Company is the legal and beneficial owner of all the
Intellectual Property Rights listed in parts 1 and 3 of
schedule 4.
(b) The Company has, by way of a valid, binding and enforceable
licence from a third party, a lawful right to use in the
places and manner in which they are currently used by the
Company in the Business all the Intellectual Property Rights
listed in part 2 of schedule 4.
7.3 NO THIRD PARTY RIGHTS
So far as the Seller is aware, no person, other than the Company
or a licensee of the Company disclosed in part 3 of schedule 4 has
any right to any Intellectual Property Right listed in part 1 of
schedule 4.
7.4 NO INFRINGEMENT
So far as the Seller is aware, the use by the Company of the
Intellectual Property Rights listed in schedule 4 does not breach
or infringe any Intellectual Property Right of any other person
nor, so far as the Seller is aware, are there any allegations that
the Company has infringed or is infringing the intellectual
property rights of a third party.
7.5 DISPUTES
The Company is not currently involved in any material dispute with
any third party in relation to the Intellectual Property Rights
listed in schedule 4.
7.6 ROYALTIES/FEES
Other than in respect of the Intellectual Property Rights set out
in part 2 of schedule 4, there are no material royalties, licence
fees or other similar fees payable by the Company in connection
with the use of any Intellectual Property Rights.
8 ASSETS LEASES
8.1 NATURE
The Assets Leases were entered into within the ordinary course of
business.
8.2 NO DEFAULT
The Company is not and, so far as the Seller is aware, no other
party to any Assets Lease is, in default under an Assets Lease
where such breach or default would be materially and adversely
prejudicial to the Company in carrying on the Business and the
Company has received no notice of any default of any Asset Lease.
8.3 VALIDITY
So far as the Seller is aware, each Asset Lease:
(a) is valid and subsisting;
(b) has not been amended or modified; and
(c) is not terminable by virtue of the sale of the Shares.
page 21
8.4 ASSETS LEASES USED IN THE BUSINESS
The Asset Leases constitute all the lease and hire purchase
agreements used in the Business by the Company.
9 CONTRACTS
9.1 NATURE OF CONTRACTS
So far as the Seller is aware, part 1 of schedule 6 and parts 2
and 3 of schedule 4 contains details of all Contracts which:
(a) are not within the ordinary course of ordinary business of
the Business;
(b) are not on arm's length terms;
(c) are not capable of complete performance or termination
without payment of damages, within 12 months from the date
of this agreement;
(d) restrict the Company's freedom to carry on the Business in
the places and the manner in which it is currently carried
on;
(e) are contracts (not being contracts for the purchase or sale
of Stock) which are expected to result in expenditure by the
Company of more than $1,000,000;
(f) are distribution or agency agreements; and
(g) entitle the other party to terminate the contract or impose
terms less favourable to the Company due to the sale of the
Shares.
9.2 NO DEFAULT
The Company is not and, so far as the Seller is aware, no other
party to any Contract is in default under such Contract where such
breach or default would be materially and adversely prejudicial to
the Company in carrying on the Business as currently carried on
and there are no grounds for rescission, avoidance or repudiation
of any such Contract where such rescission, avoidance or
repudiation would be materially and adversely prejudicial to the
Seller in carrying on the Business as currently carried on.
9.3 FOREIGN CURRENCY
Part 2 of schedule 6 contains a listing, which is accurate in all
material respects, of outstanding commitments of the Company
relevant to the Business as at the date stated in that schedule in
relation to foreign currency hedging contracts.
9.4 COPIES OF CONTRACTS
So far as the Seller is aware, the Data Room contained copies of
all Contracts which are material to the operation of the Business.
9.5 TAXES
All Taxes (including stamp duty or any similar tax) payable on all
transactions to which the Company is a party, or that the Company
has an interest in enforcing have been paid or are provided for in
the Accounts.
page 22
10 PROPERTIES
10.1 COMPANY'S INTEREST
The Company has no interest in real property which it uses in the
Business except for its interest in the Properties.
10.2 OCCUPATION AND USE
The Company has exclusive occupation and quiet enjoyment of the
Properties and the Company's use of the Properties, so far as the
Seller is aware, complies in all material respects with all acts,
regulations, planning schemes, developments, approvals, permits
and requirements (including zoning requirements) of any
governmental agency (not including in relation to Environmental
Law, which this warranty does not apply to). None of the
Properties, so far as the Seller is aware, is subject to any
sub-lease, tenancy or right of occupation by any other party.
10.3 NO BREACH
The Company has not received a notice of default in respect of any
Property which remains outstanding and asserts non-compliance with
the lease of that property.
10.4 NO NOTICES
The Company has not received any notice from any third party in
respect of the Properties:
(a) in respect of the compulsory acquisition or resumption of
any part of any of the Properties; or
(b) asserting that the current use of the Properties breaches
the requirements of any relevant planning scheme; or
(c) which would be likely to have a materially adverse effect on
the use of the Properties in the Business as currently used.
10.5 [NOT USED]
10.6 PROPERTY DETAILS
The particulars of the Properties set out in schedule 11 are true
and correct in all material aspects.
10.7 PROPERTY DISCLOSURE
Details of all material documentation pursuant to which the
Properties are owned, used or occupied by the Company have been
provided to the Buyer and there are no other documents,
correspondence or other material which have not been provided to
the Buyer which would have a material adverse affect on the
interests of the Company in the Properties.
10.8 DISPUTES
There are no material disputes claims or actions relating to any
of the Properties or their use including, but not limited to,
disputes with any adjoining or neighbouring owner with respect to
boundary walls or fences or with respect to any easement, right or
means of access to the Properties.
page 23
10.9 [NOT USED]
10.10 PROPOSED DISPOSAL
The Company is not a party to any outstanding agreement to acquire
or dispose of land or Properties or any interest in land or
Properties.
10.11 PROPERTY LEASE DISCLOSURE
In relation to the Property Leases, particulars of which are set
out in schedule 11:
(a) written copies of which have been provided to the Buyer, and
are so far as the Seller is aware, complete in all material
aspects recordings of their terms and there are no other
agreements, documents or understandings in relation to the
Property Leases; and
(b) so far as the Seller is aware, are current and enforceable.
10.12 TERMINATION NOTICE
No lessor under a Property Lease has served any notice to
terminate the Property Lease.
10.13 ASSIGNMENT
Neither the Company nor the Seller:
(a) has agreed to any assignment, subletting, parting with
possession or surrender of a Property Lease or any part of
the property leased; or
(b) has given any materially false or misleading information to
an authority having jurisdiction over property the subject
of a Property Lease.
11 OFFERS OUTSTANDING
Any offer, tender or quotation made by the Company in respect of
the Business which is outstanding and capable of acceptance by a
third party, was made in the ordinary course of the Business.
12 SHAREHOLDINGS
The Company is not the holder or beneficial owner of any shares or
other securities in any company.
13 MEMBERSHIPS
The Company is not a member of any joint venture, partnership or
unincorporated association (other than a recognised trade
association).
page 24
14 EMPLOYEES
14.1 LIST OF EMPLOYEES COMPLETE
Schedule 8 contains a complete list of the Company's employees
employed in the Business as at the date indicated in the schedule
and the Buyer has been given all material details of their
employment benefits.
14.2 INCENTIVE SCHEMES
The Company has not agreed to any share incentive scheme, share
option scheme, bonus scheme, profit-sharing scheme or other
employee incentive scheme in respect of the Business or with any
Employee which has not been fairly disclosed to the Buyer.
14.3 SERVICE AGREEMENTS
The Company is not a party to any written employment or service
agreement with any Employee requiring the giving of more than
three months notice to the employee which has not been fairly
disclosed to the Buyer.
14.4 MANAGEMENT AGREEMENTS
The Company does not have any material agreement with any person
for the provision of consulting or management services in respect
of the Business which has not been fairly disclosed to the Buyer.
14.5 DISPUTES
The Company is not involved in any material dispute with any
employees (past or present) and is not aware of any circumstances
likely to give rise to any dispute.
14.6 COMPLIANCE
The Company is not in breach in any material respect of any
employment contract with any Employee as at the date of this
agreement.
14.7 COMPLIANCE
The Company has complied with and continues to comply with all
obligations arising under law, equity, statute (including
occupational health and safety, annual leave, long service leave,
equal opportunity, anti-discrimination, Taxation, superannuation,
workers compensation and industrial laws), award, enterprise
agreement or other instrument made or approved under any law with
respect to its past and present employees and contractors.
14.8 DISCLOSURE
Except as set out in the Data Room there are no awards, enterprise
agreements or other instruments made or approved under law which
apply to employees of the Company.
page 25
15 SUPERANNUATION
15.1 LIST OF SUPERANNUATION FUNDS
The Superannuation Funds are the only superannuation schemes or
pension arrangements to which the Company makes contributions in
respect of the Employees.
15.2 FUNDING
The Company has paid all contributions due by it to the
Superannuation Funds in respect of the Employees.
16 LITIGATION
16.1 NOT A PARTY TO ANY LITIGATION
The Company is not:
(a) a party to any material prosecution, litigation or
arbitration proceedings; or
(b) so far as the Seller is aware, subject to any material
administrative or governmental investigation,
and the Seller is not aware that any such proceeding or
investigation is threatened or pending.
16.2 NO CIRCUMSTANCES
There are no circumstances of which the Seller is aware which may
give rise to any proceeding or investigation referred to in
warranty 16.1.
17 [NOT USED]
18 SOLVENCY
18.1 NO LIQUIDATION OR WINDING-UP
The Company has not gone into liquidation under the Companies Act
of Fiji nor been removed from the register kept by the registrar
of companies in Suva.
18.2 NO PETITION
No petition or other process for winding-up has been presented or
threatened against the Company and there are no circumstances
justifying such a petition or other process.
18.3 NO WRIT OF EXECUTION
No writ of execution has issued against the Company.
page 26
18.4 NO RECEIVER OR ADMINISTRATOR
No receiver or statutory manager of any part of the Company's
undertaking or assets has been appointed.
18.5 PAYMENT OF DEBTS
The Company:
(a) has not stopped paying its debts as and when they fall due;
(b) is not insolvent within the meaning of the Companies Act of
Fiji; and
(c) is not subject to voluntary administration under the
Companies Act of Fiji.
18.6 LIQUIDATION
The Seller has not gone into liquidation under the Companies Act
of Fiji nor been removed from the register kept by the registrar
of companies in Suva.
18.7 PETITION
No petition or other process for winding-up has been presented or
threatened against the Seller and there are no circumstances
justifying such a petition or other process.
18.8 WRIT OF EXECUTION
No writ of execution has issued against the Seller.
18.9 RECEIVER MANAGER
No receiver or statutory manager of any part of the Seller's
undertaking or assets has been appointed.
19 INSURANCE
19.1 POLICIES
Those assets of the Company which are of an insurable nature are
insured by the Company against fire and other usual risks on a
basis which the Seller considers commercially prudent.
20 INFORMATION
20.1 WRITTEN INFORMATION
In relation to written information provided by the Seller to the
Buyer in relation to the sale of the Shares sold by it under this
agreement:
(a) if that information comprised copies of documents,
correspondence or other materials the copies provided were,
so far as the Seller is aware, true and complete;
(b) if that information comprised historical data about the
Business prepared by the Seller or the Company, that data
was, so far as the Seller is aware, true and correct in all
material respects.
page 27
20.2 ACCURACY
Each of the statements and all information set out, or referred
to, in the Disclosure Schedule, the schedules numbered 4 to 12 to
this agreement are complete and accurate in all material respects
and not misleading.
21 BUSINESS RECORDS
The Business Records are in the Company's possession or control
and will be maintained by the Company in accordance with its usual
practice pending Completion.
22 TAXES AND DUTIES
22.1 TAX PAID
Any Tax arising under any Tax Law payable in respect of any
transaction, income or asset of the Company which has become due
for payment has been paid.
22.2 SINCE ACCOUNTS DATE
The conduct of the Business since the Accounts Date will only give
rise to liability to Tax in the ordinary course of business.
22.3 PROVISION IN ACCOUNTS
Adequate provision has been made in the Accounts for any Tax on
the Company which is payable or may become payable in respect of
any transaction or income occurring or arising before the Accounts
Date but which was unpaid as at the Accounts Date.
22.4 WITHHOLDING TAX
Any obligation of the Company under any Tax Law to withhold
amounts at source, including, but not limited to, withholding tax,
has been complied with.
22.5 RECORDS
The Company has maintained proper and adequate records to enable
it to comply with its obligations to:
(a) prepare and submit any information, notices, computations,
returns, declarations, elections and payments required in
respect of any Tax Law;
(b) prepare any accounts necessary for the compliance of any Tax
Law; and
(c) retain necessary records as required by any Tax Law.
22.6 RETURNS SUBMITTED
The Company has submitted any necessary information, notices,
computations, returns, declarations and elections to the relevant
Governmental Agency in respect of any Tax or any Duty relating to
the Company.
page 28
22.7 RETURNS ACCURATE
Any information, notice, computation, return, declaration or
election which has been submitted by the Company to a Governmental
Agency in respect of any Tax or Duty:
(a) discloses all material facts that should be disclosed under
any Tax Law; and
(b) has been submitted on time.
22.8 COPIES ACCURATE
All copies of any information, notices, computations, returns,
declarations or elections submitted by the Company in respect of
any Tax or Duty which have been supplied to the Buyer by the
Seller are true copies of the originals.
22.9 NO DISPUTES
The Company is not currently engaged in any dispute with any
Governmental Agency in respect of any Tax or Duty and is not aware
of any circumstances that may give rise to such a dispute.
23 SELLER'S KNOWLEDGE
The Seller is not aware of any matter or thing that is or may be
inconsistent with the Buyer's Warranties.
24 EFFECT OF SALE OF SHARES
24.1 CUSTOMERS/SUPPLIER RELATIONSHIPS
As far as the Seller is aware, the transfer of the Shares to the
Buyer under this agreement will not result in any supplier or
customer of the Company ceasing or being entitled to substantially
reduce its level of business with the Company.
24.2 EFFECT OF SALE
The entry into and performance of this agreement does not and will
not:
(a) result in the breach of any of the terms, conditions or
provisions of any agreement or arrangement to which the
Company is a party; or
(b) relieve any person from any obligation to the Company;
(c) result in the creation, imposition, crystallisation or
enforcement of any Encumbrance or other third party right or
interest on the Company, its assets or undertaking; or
(d) result in any indebtedness of the Company becoming due and
payable.
page 29
25 TRADE PRACTICES
So far as the Seller is aware, neither the Company nor any of its
officers or employees has, in the two years before Completion, committed
or omitted to do any act or thing the commission or omission of which is
a material contravention of the Fair Trading Decree 1992 in Fiji.
26 LIABILITY UNDER ASSET AND OTHER SALE AGREEMENTS
The Company will not have any obligations or liabilities (actual or
contingent) after Completion to:
(a) do any act, matter or thing; or
(b) pay any moneys under any indemnity,
under any agreement entered into prior to Completion for the sale or
purchase of any business interest, shares or partnership interest.
page 30
SCHEDULE 3 - DISCLOSURE SCHEDULE
The matters set out in this disclosure schedule constitute formal
disclosure to the Buyer of facts or circumstances which are, or
may be, inconsistent with the Seller's Warranties. The Seller
gives no representation as to the completeness or accuracy of the
disclosures in this schedule. While some disclosures have, for
convenience, been set against specific Seller's Warranties, they
constitute disclosure against any other Seller's Warranty to which
they may apply.
Seller Warranty Number Matter Disclosed
page 31
SCHEDULE 4 - INTELLECTUAL PROPERTY RIGHTS
Part 1 - Intellectual Property Rights owned by the Company
Part 2 - Licenses to the Company to use Intellectual Property Rights
Part 3 - Licenses given by the Company to use its Intellectual Property Rights
page 32
SCHEDULE 5 - SUPERANNUATION FUNDS
Fiji National Provident Fund - FNPF
page 33
SCHEDULE 6 - CONTRACTS
PART 1 - CONTRACTS
BUSINESS UNIT PARTIES CONTRACT NAME
- -------------------------------------------------------------------------------------------------------------------------------
Pacific Brands (Fiji) Pacific Green Industries (Fiji) Limited, Pacific Asset Sale Agreement, dated 30 July 2001
Dunlop Limited and Pacific Brands (Fiji) Limited
PART 2 - FOREIGN EXCHANGE CONTRACTS
page 34
SCHEDULE 7 - GUARANTEES
page 35
SCHEDULE 8 - EMPLOYEES
Fareen Jalal
Aliti Bennion
Anup Kumar
Sanjay Naidu
Pravinesh Lala
Renal Chandra
Azad Ali
Ken Rao
page 36
SCHEDULE 9 - PLANT AND EQUIPMENT
page 37
SCHEDULE 10 - ASSETS LEASES
page 38
SCHEDULE 11 - PROPERTIES
Factory 3, Section F, Kalabo Tas Free Zone, Valelevu, Fiji.
page 39
SCHEDULE 12 - INTER COMPANY DEBT
page 40
EXECUTED AS AN AGREEMENT:
Signed for and on behalf of
Pacific Dunlop Limited
by its duly authorised Attorney under Power
in the presence of:
/s/ Paul Devereux /s/ Carly Mansell
- -------------------------------------- --------------------------------
Witness Attorney
Paul Devereux Carly Mansell
- -------------------------------------- --------------------------------
Name (please print) Name (please print)
Signed for and on behalf of
P.D. International Pty Ltd
by its duly authorised Attorney under Power
in the presence of:
/s/ /s/
- -------------------------------------- --------------------------------
Witness Attorney
- -------------------------------------- --------------------------------
Name (please print) Name (please print)
Signed for and on behalf of:
PB Holdings NV
by its duly authorised Attorney under Power
in the presence of:
/s/ /s/
- -------------------------------------- --------------------------------
Witness Attorney
- -------------------------------------- --------------------------------
Name (please print) Name (please print)
/s/ /s/
- -------------------------------------- --------------------------------
Witness Attorney
- -------------------------------------- --------------------------------
Name (please print) Name (please print)
page 41