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Exhibit 3.1
AGREEMENT
between
(1) OMNINET INTERNATIONAL LIMITED
and
(2) NICHOLAS BOAKES AND OTHERS
1998
Re. Ordinary Shares in Colloquium Limited
Holmes Mackillop
Solicitors
GLASGOW
FAS - 2844
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MINUTE OF AGREEMENT
between
OMNINET INTERNATIONAL LIMITED, a
Company incorporated under the
laws of Bermuda and having its
Registered Office at Bermuda
Commercial Bank Building, 44
Church Street, Hamilton, HM12,
Bermuda, P. O. Box HM 1223,
Hamilton HM FX, Bermuda
(hereinafter referred to as "the
Company")
and
NICHOLAS BOAKES AND OTHERS whose
names and addresses are set out
in the Schedule hereto, who
together hold the total issued
Ordinary share capital of
COLLOQUIUM LIMITED, incorporated
under the Companies Act 1985 in
Scotland (Company Number 142248)
and having its Registered Office
at 101 Abercorn Street, Paisley,
PA3 4AT, Scotland (who together
are referred to as "the
Shareholders of Colloquium
Limited")
WHEREAS the Company and the Shareholders of Colloquium Limited have reached
agreement for the purchase by the Company of the entire issued Ordinary share
capital of Colloquium Limited on a share for share exchange as hereinafter set
forth AND WHEREAS the Directors and Shareholders of the Company have complied in
full with all laws, statutes or regulations under the laws of Bermuda and in
accordance with the terms and provisions of the Articles of Association of the
Company (including without prejudice to the foregoing generality, any laws or
regulations regarding the declaration of interest by Directors of the Company
and the necessary approval of all shareholders of
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the Company to the purchase of the entire Ordinary issued share capital of
Colloquium Limited on the basis hereinafter set forth and the approval by the
Directors and the shareholders of the Company of the allotment or issue of
shares in the Company to the Shareholders of Colloquium Limited)
NOW THEREFORE the Company and the Shareholders of Colloquium Limited HAVE AGREED
and DO HEREBY AGREE as follows:-
(One) The Company shall with effect from the Twenty seventh day of May 1998
notwithstanding the date or dates hereof purchase the entire Ordinary
issued share capital of Colloquium Limited from the Shareholders of
Colloquium Limited by the issue of 1,000,000 new shares of $0.001 each
in the share capital of the Company to be issued pro rata to the
Shareholders in Colloquium Limited on the basis of 3.7530127 shares of
par value $0.001 in the share capital of the Company for each Ordinary
Share of Pound Sterling 1 each fully paid in the capital of
Colloquium Limited.
(Two) The purchase of the entire Ordinary issued share capital of Colloquium
Limited from the Shareholders of Colloquium Limited shall be completed
on June 1998 at the Registered Office of Colloquium Limited at which
time duly completed and executed Share Certificates in the Company
shall be delivered to the Shareholders of Colloquium Limited in
exchange for duly executed Stock Transfer Forms and the relevant Share
Certificates in Colloquium Limited.
(Three) The Shareholders in Colloquium Limited warrant that the Ordinary
Shares in the share capital of Colloquium Limited held by them are
held
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free from all liens, charges, encumbrances, equities and claims
whatsoever and together with all rights now or hereafter attaching to
them.
(Four) The Company shall not be obliged to complete the purchase of any of
the Ordinary Shares of Pound Sterling each in the share capital of
Colloquium Limited unless the purchase of all of the Ordinary Shares
is completed simultaneously.
(Five) The Company warrants that the Company has not traded in Bermuda or
elsewhere and that its shares are not the subject of any security or
any charge, lien or incumbrance.
(Six) This Agreement shall be governed and construed in all respects by the
Law of Scotland and the parties hereto irrevocably submit themselves
to the nonexclusive jurisdiction of the Scottish courts.
IN WITNESS WHEREOF
Witness June 23, 1998
/s/ Ruth Turley /s/ Eric F. Kohn
- - ------------------------ ---------------------------
Ruth Turley Eric F. Kohn
for Omninet International Limited
/s/ C. D. Ford /s/ Brian McMillan
- - ------------------------ ---------------------------
C. D. Ford Brian McMillan
for Colloquium Limited
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SCHEDULE
Mr. Nicholas Boakes Mr. Brian McMillan
42a Warlock Avenue 7 Steeple Square
London Kilbarchan
W9 2PT Renfrewshire
PA1O 2JD
Coastline Inv SA Pyman Bell (Holdings) Limited
Case Postale 6-1014 Fifth Floor, Hays Gate House
Calle 53 Estetorre 27/33 Uxbridge Road
Swiss Bank Building Uxbridge
2 Piso UB4 OJN
El Dorado
Panama City
Mr. Michael Coggins Mr. Nigel Reese
Interne Prolink S.A. 48 Dalkeith Grove
ICC Building Stanmore
Case Postale 1863 Middlesex
CH-1215 Geneva 15 HA7 4SF
Switzerland
Mr. Eric F Kohn TD Mr. Christopher Tilley
Carabot CH-1213 15 Chemin de la Praly
Onex/Geneva Case Postale 139
Switzerland CH-1222 Vesenaz
Switzerland
London & Edinburgh Publishing Plc Mr. Mark Tolner
Suffolk House Manor Heights
Whitfield Place Manor Close, Penn
London Bucks
W1P 5SF HP10 8HZ
Sir Ian MacGregor (Deceased) Mr. Andrew Dunlop
21 Mt Windham Drive 166 Garscadden Road
Hamilton CRO4 Glasgow G15 8SY
Bermuda
Valor Invest SA
29 Quai des Bergues
Ch-1201 Geneva
Switzerland
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