DATED July 22, 1999
(1) ALGO VISION PLC
AND
(2) IAT AG
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SECOND SUBSCRIPTION AGREEMENT
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Baker & McKenzie
100 New Bridge Street
London
EC4V 6JA
Tel: (0171) 919 1000
Fax: (0171) 919 1999
Ref: CJC/KHW
THIS AGREEMENT is made the 22nd day of July, 1999
BETWEEN:
(1) ALGO VISION PLC, a company registered in England and Wales with registered
number 3794223 whose registered office is at 2 Serjeants' Inn, London EC4Y
1LT (the "Company"); and
(2) IAT AG, a company registered in Switzerland with its registered office at
CH-5300 Turgi, Switzerland (the "Subscriber").
WHEREAS:
(A) The Company is a public liability company incorporated in England and Wales
with an authorised share capital of (pound)200,000 divided into 20,000,000
shares of 1 p each ("Shares"), of which 7,000,000 Shares have been issued
and are fully paid up or credited as fully paid as at the date of this
Agreement.
(B) Pursuant to a Share Exchange and Subscription Agreement of even date
herewith the Subscriber has subscribed for 500,000 Shares.
(C) The Company intends to apply for the admission ("Admission") to the trading
system operated by the European Association of Securities Dealers Automated
Quotation NV/SA ("EASDAQ") of 14,464,654 Shares consisting of the whole of
its issued ordinary share capital and the shares forming part of its
authorised but unissued share capital sufficient to satisfy obligations to
issue further shares which it has assumed as at the date of Admission. For
this purpose an admission document expected to be dated on or about 8 July
1999 (the "Admission Document") has been prepared and a copy of proof 14
thereof has been supplied to IAT.
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(D) IAT AG wishes to subscribe for an additional 250,000 Shares in
consideration for the payment of $2,500,000 to the Company.
IT IS HEREBY AGREED as follows:
1. This Agreement is conditional upon Admission occurring by no later than 31
July 1999 or such later date as the Parties may agree.
2. On the date (the "Allotment Date"), which shall be a date notified by the
Company to the Subscriber in writing no earlier than 14 calendar days after
Admission and no later than 30 calendar days after Admission (or such other
dates as the parties may agree), the Subscriber shall subscribe in cash
for, and the Company shall issue and allot to the Subscriber, 250,000
Shares (the "Subscription Shares") at a price of US$10 (ten United States
Dollars) per Share (the "Subscription"). The Subscription Shares shall be
issued as fully paid and shall rank pari passu in all respects with the
existing ordinary shares of the Company in issue on the Allotment Date.
Such written notice by the Company to the Subscriber shall be given at
least two clear business days prior to the Allotment Date and shall be by
fax to:
Finance Director
IAT AG
(41) 26 921 00 93
For the purposes of this agreement, "business day" shall mean a day which
banks are open for business in New York, Zurich and London.
3. On the Allotment Date, the Subscriber shall pay to the Company a total sum
of US$2,500,000 (two million five hundred thousand United States Dollars)
in immediately available funds in consideration for the issue and allotment
to it of the Subscription Shares such payment shall be made by wire
transfer to a US dollar account of the Company with
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Lloyds TSB plc, the details of which are provided by the Company to the
Subscriber within twelve (12) calendar days of Admission.
4. The Company warrants that:
4.1. the Subscription Shares shall be allotted and issued fully paid up and
in accordance with the memorandum and articles of association of the
Company;
4.2. the Company is a public limited liability company, duly organised,
validly existing, and in good standing; by "good standing" (a phrase
which has no recognised meaning under English law) it is meant that,
according to the certificate of the Registrar of Companies, the
Company has, according to the documents on the file of the Company in
the custody of the Registrar, been in continuous and unbroken
existence since the date of its incorporation and no action is
currently being taken by the Registrar for striking the Company off
the register and dissolving it as defunct, and as far as the Registrar
is aware the Company is not in liquidation or subject to an
administration order and no receiver or manager of the Company's
property has been appointed. The Company has all requisite corporate
power to function as a holding company. Complete copies of the
Company's memorandum and articles of association, as amended, have
been delivered to Subscriber;
4.3. the execution, delivery and performance of this Agreement is within
the legal capacity and power of the Company and has been duly
authorised by all requisite corporate action on the part of the
Company. This Agreement is a legal, valid and binding obligation of
the Company enforceable against the Company in accordance with its
terms, except insofar as its enforcement may be limited by (a)
bankruptcy, insolvency, moratorium or similar laws affecting the
enforcement of creditors' rights generally and (b) equitable
principles limiting the availability of equitable remedies, All
persons who executed this Agreement on behalf of the Company have been
duly authorised to do so;
4.4. as of the date hereof, the Company has an authorised share capital of
(pound)200,000 divided into 20,000,000 shares of l pence each of which
7,000,000 shares are issued and fully
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paid. Except as disclosed in the Admission Document, the Company does
not have outstanding any subscriptions, options, rights, warrants,
convertible securities or other agreements or commitments to issue, or
contracts or any other agreements obligating the Company to issue any
shares of any class or kind, or securities convertible into shares;
4.5. neither the execution of this Agreement nor the consummation of the
transactions contemplated herein will conflict with, violate or result
in a breach or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default), or result in the
termination of, or accelerate the performance required by, or result
in the creation of any lien or encumbrance upon any of the assets of
the Company under, any provision of any memorandum, articles of
association, indenture, mortgage, lien, lease, agreement, contract,
instrument, or any other restriction of any kind or character to which
the Company is subject or by which the Company is bound, or require
the consent of any third party or governmental agency;
4.6. the Company has power under its Memorandum and Articles of
Association, and the directors of the Company will be duly authorised,
to allot and issue the Subscription Shares and all other
authorisations, approvals and consents required by the Company to
allot and issue the Subscription Shares pursuant to this Agreement
have been obtained and become unconditional and are in full force and
effect; and
4.7. the unaudited pro forma opening balance sheet of the Company as at 31
December 1998 which has been provided to Subscriber, fairly represents
the financial position of the Company as of that date and the Company
has no liabilities (whether absolute, actual, contingent or otherwise)
as at 31 December 1998 which were required to be reflected in and
disclosed in such balance sheet in accordance with UK GAAP and which
were not so reflected.
5. If for any reason Admission has not taken place by 31 July 1999, this
Agreement shall terminate without liability to either party.
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6. Each party shall bear their respective costs and expenses arising from or
in connection with the Subscription.
7. This Agreement is governed by English law and the parties submit to the
non-exclusive jurisdiction of the English Courts for the purpose of
enforcing any claims arising under this Agreement.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first above written.
SIGNED by )
for and on behalf of ) /s/ Viktor Vogt
ALGO VISION PLC )
in the presence of: )
SIGNED by )
for and on behalf ) /s/ Klaus Grissemann
IAT AG )
in the presence of: )
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