UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
December 7, 1999
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Date of Report: (Date of earliest event reported)
Integrity Holdings, Ltd.
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(Exact Name of Registrant as Specified in Charter)
Nevada 84-1424647
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Camden Lock, South Dock Road, Dublin 4 Ireland
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 011-353-1-6677727
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Table of Contents
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8-K
Item 2.........................................................................3
Item 7.........................................................................4
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Page 2
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Item 2. Acquisition of Assets.
This Current Report on Form 8-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The
forward-looking statements contained herein involve risks and uncertainties,
including those associated with the ability of the combined company to achieve
the anticipated benefits of the merger involving Integrity Holdings, Ltd., a
Nevada corporation ("Integrity"), and Jyris Limited. Actual results and
developments may differ materially from those described or incorporated by
reference in this Report. For more information about Integrity and risks arising
when investing in Integrity, investors are directed to Integrity's most recent
report on Form 10-SB/A1 as filed with the Securities and Exchange Commission
(the "SEC").
On December 7, 1999, Jyris Limited, an Irish corporation, ("Jyris") was
merged into Integrity pursuant to a Share Sale and Purchase Agreement (the
"Agreement"). The terms of the Agreement were determined through a series of
arms-length negotiations between officers and representatives of Integrity and
Jyris's representatives and Board of Directors. In determining those terms,
Integrity considered, among other factors, (i) the historical revenues and
operations of Jyris; (ii) the synergies between Jyris's operations and products
and Integrity's own operations and products; (iii) the technology of Jyris; (iv)
Jyris's customer base; and (v) the potential contribution of Mr. Peter Nagle, to
Integrity's business.
The merger of Jyris with and into Integrity became effective on December
7, 1999 (the "Effective Time"). At the Effective Time, (i) Jyris became a wholly
owned subsidiary of Integrity; and (ii) each share of Jyris Common Stock, par
value $0.10 per share ("Jyris Authorized and Issued Shares"), outstanding
immediately prior to the Effective Time was converted into the right to receive
one (1) share of Common Stock, $0.01 par value per share, of Integrity
("Integrity Common Stock").
The former stockholders of Jyris are receiving an aggregate of
approximately 15,912,660 shares of Integrity Common Stock pursuant to the
Agreement. The merger is expected to be accounted for as a pooling of interests.
As part of the Agreement, the four major shareholders of Jyris (Bushell
Investments Inc., Binghamton Services Ltd., Kielduff Investments Limited and
Peter D Nagle) entered into restrictive covenants as described in paragraph 7 of
the Agreement, attached as exhibit 2.0. Peter Nagle is the brother of Paul
Nagle, who, at the time of the merger, was Chief Executive Officer and a
Director of Integrity.
Jyris provides software products and consulting services to the
construction and stationary distribution industries. It also provides lease
brokering services to its customers for the financing of IT solutions. Jyris's
suite of products run on NT and UNIX operating systems. It is headquartered in 2
Twyford Place, Lincolns Inn, Cressex, High Wycombe, HP12 3RE, England and has
six other offices in the United Kingdom, Ireland and South Africa.
Jyris's assets consist of cash, receivables, property and equipment,
purchased software products and other tangible and intangible assets. Jyris's
liabilities consist primarily of debt, trade payables and other accruals.
On December 8, 1999, Integrity issued a press release relating to the
transaction, which is attached hereto as Exhibit 99.
The information contained in the Agreement and the press release are
incorporated herein by reference.
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Page 3
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Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
It is impractical for Integrity to provide the required financial
statements for the business acquired at the time of filing of this report, but
Integrity will file such required financial statements by amendment as soon as
practicable, but not later than 60 days after the date of this report.
(b) Pro Forma Financial Information.
It is impractical for Integrity to provide the required pro forma
financial information for Integrity and Jyris together at the time of filing of
this report, but Integrity will file such required pro forma financial
information by amendment as soon as practicable, but not later than 60 days
after the date of this report.
(c) Exhibits
The following exhibits are filed with this Form 8-K and/or incorporated by
reference as set forth below:
Exhibit 2. Share Sale and Purchase Agreement, dated as of December 7,
1999, by and among Integrity Holdings, Ltd. and the
shareholders of Jyris Limited.
Exhibit 99. Press Release dated December 8, 1999.
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Page 4
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Integrity has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Integrity Holdings, Ltd.
Dated: December 22, 1999 By: /s/ Paul Carroll
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Paul Carroll
Chief Financial Officer
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Page 5
DATED 7TH DECEMBER, 1999
The shares of common stock of Integrity Holdings, Ltd offered and sold under
this Agreement have not been registered under the United States Securities Act
of 1933, as amended, and may not be offered or sold in the United States or to
US persons without such registration or exemption from such registration. In
addition, hedging transactions involving such shares of common stock of
Integrity Holdings Ltd may not be conducted unless in compliance with the United
States Securities Act of 1933.
The persons whose names and addresses
are set out in Schedule 1, Part 1
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INTEGRITY HOLDINGS, LTD.
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SHARE SALE AND PURCHASE AGREEMENT
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Ivor Fitzpatrick & Co.,
44-45 St. Stephen's Green,
Dublin 2.
Ref: BMcE/NOD
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Index to Clauses. Page Numbers
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1 Interpretation 1
2 Agreement for Sale and Purchase 4
3 Purchase Consideration 4
4 Completion 5
5 Post Completion 6
6 Warranties 7
7 Restrictive Covenants of Vendors 8
8 General 9
Schedule 1 Vendor's Particulars (identifying Major
and Minor Shareholders) 11 - 12
Schedule 2 Details of each Group Company 13 - 15
Schedule 3 Regulation S Certification 16 - 22
Signatures 23 - 33
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This Agreement is dated 7th December 1999 and made between:
1. The persons whose names and addresses are set out in column 1 of Schedule
1 (the "Vendors").
2. Integrity Holdings Ltd having its registered office at Suite 333, 3838
Camino Del Rio North, San Diego, U.S.A. ("the Purchaser").
RECITALS:
A. Jyris Limited (registered in the Republic of Ireland number 296819) whose
issued share capital is beneficially owned by the Vendors in the
proportions set out in column 2 of Schedule 1.
B. The Vendors as beneficial owners have agreed to sell and the Purchaser has
agreed to purchase the entire issued share capital of the Company on the
terms and subject to the conditions set out in this Agreement.
1 Interpretation
1.1 In this Agreement, including the Schedules
1.1.1 the following words and expressions have the following
meanings, unless they are inconsistent with the context:
'Accounts' the audited balance sheet as at the
Accounts Date and the audited profit
and loss account for the period ended
on the Accounts Date of each Group
Company including in the case of the
Company the audited consolidated
balance sheet as at that date and the
audited consolidated profit and loss
account for that period and the
directors' and auditors' reports and
notes thereto.
'Accounts Date' 30 September 1999 (being the date to
which the Accounts have been
prepared).
'Agreed Form' the form agreed between the parties on
or prior to the date of this Agreement
and initialled for the purpose of
identification by their respective
solicitors.
'Agreement' this agreement.
'Board' the board of Directors of the Company.
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'Business Day' a day which is not a Saturday or
Sunday on which banks in Dublin are
open for business.
'Company' Jyris Limited a company incorporated
in Eire with registration no. 296819
and whose registered office is at 3A
Broomfield Business Park, Malahide,
County Dublin, Ireland
'Completion' completion of the purchase of the
Shares in accordance with Clause 4.
'Connected Person' is a person connected with a
director of any Group Company for the
purposes of Section 26 of the
Companies Act, 1990.
'Directors' the several persons whose names and
addresses are set out in Part 1
Schedule 2 as the Directors of the
Company.
'Encumbrance' (i) any adverse claim or right or
third party right or other right
or interest;
(ii) any equity;
(iii) any option or right of
pre-emption or right to acquire
or right to restrict;
(iv) any mortgage, charge,
assignment, hypothecation,
pledge, lien, or security
interest or arrangement of
whatsoever nature;
(v) any reservation of title;
(vi) any hire purchase, lease or
instalment purchase agreement.
'Group' the Company and its Subsidiaries for
the time being and the term 'Group
Company' can mean any one thereof.
'Ireland' Ireland excluding Northern Ireland.
'Major Shareholders' those Shareholders of Jyris Limited
who are identified in Schedule 1.
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'Minor Shareholders' those Shareholders of Jyris Limited
who are not Major Shareholders.
'Purchase the total purchase consideration
Consideration' specified in clause 3 hereof.
'Purchaser's Ivor Fitzpatrick & Co. of 44-45 St.
Solicitors' Stephen's Green, Dublin 2
'Shares' the entire issued share capital of the
Company set out in column 2 of
Schedule 1.
'Subsidiary' a subsidiary as defined in Section 155
of the Companies Act, 1963.
'Territory' Ireland and the United Kingdom.
'Vendor's Solicitors' Beale & Company of Garrick House,
27-32 King Street, Covent Garden,
London WC2E 8JD, England.
'Warranties' the warranties and representations
contained in clause 6.
1.1.2 All references to a statutory provision shall be construed as
including references to:
(a) any statutory modification, consolidation or
re-enactment (whether before or after the date of this
Agreement) for the time being in force;
(b) all statutory instruments, regulations or orders from
time to time made pursuant thereto;
(c) any statutory provisions of which a statutory provision
is a modification, consolidation or re-enactment.
1.1.3 Any reference to a person shall be construed as a reference to
any individual, firm, company, corporation, government, state
or agency of a state, or any association or partnership
(whether or not having separate legal personality) of two or
more of the foregoing.
1.1.4 Any reference to the Vendors includes, where appropriate,
their and each of their personal representatives.
1.1.5 Any reference to a statutory provision shall be construed as a
reference to the laws of Ireland unless the context otherwise
indicates.
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1.1.6 Except where the context otherwise requires words denoting the
singular include the plural and vice versa; words denoting any
one gender include all genders.
1.1.7 Unless the context otherwise requires, reference to a clause
or sub-clause, paragraph, sub-paragraph, recital, or a
Schedule is a reference to a clause or a sub-clause,
paragraph, sub-paragraph, recital of or a Schedule as the case
maybe of or to this Agreement and the expressions "this
Agreement" and "the Agreement" as used in any of the Schedules
shall mean this Agreement and any references to "this
Agreement" shall be deemed to include the Schedules to this
Agreement.
1.1.8 Any statement, representation or warranty which is qualified
by the expression "to the best of the knowledge, information
and belief of the Vendors" or "so far as the Vendors are
aware" or any similar expression shall be deemed to include a
warranty given by the Vendors that such statement,
representation or warranty has been made after due and careful
enquiry.
1.1.9 Words and phrases the definitions of which are contained or
referred to in Section 2 of the Companies Act, 1963 shall be
construed as having the meaning thereby attributed to them.
1.2 The definition of "the Company" where used in relation to and in the
Warranties shall include each Group Company as and where the context
so requires.
1.3 Headings in this Agreement are for convenience of reference only and
do not affect the construction or interpretation of any provision.
1.4 This Agreement shall in all respects be governed by and construed in
accordance with the laws of Ireland.
2 Agreement for Sale and Purchase.
2.1 Subject to the terms and conditions of this Agreement, the Vendors as
beneficial owners shall sell and the Purchaser in reliance upon, inter
alia, the Warranties, shall purchase the Shares free from all Encumbrances
and with the benefit of all rights attaching to them, with effect from the
date of this Agreement.
2.2 The Purchaser shall not be obliged to complete the purchase of any of the
Shares unless the purchase of all the Shares is completed simultaneously
in accordance with the provisions of this Agreement.
2.3 Each Vendor hereby waives any pre-emption rights he may have in relation
to any of the Shares under the Articles of Association of the Company or
otherwise.
3. Purchase Consideration.
3.1 The Purchase Consideration for the Shares shall be the allotment to each
Vendor of the number of fully paid shares in the capital of the Purchaser
set out opposite such Vendor's name in column 3 of Schedule 1.
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4. Completion
4.1 Completion of the sale and purchase of Shares shall take place at the
offices of the Purchaser's Solicitors.
At Completion:-
4.1.1 Each of the Vendors shall deliver to the Purchaser and/or its
nominees as regards his individual shareholding in the Company:-
(a) a duly executed share transfer in respect of such of the
Shares as are registered in his name on the Company's register
of members and surrender the relevant share certificates (or
in the case of any share certificates found to be missing, an
express indemnity, in a form satisfactory to the Purchaser);
(b) such waivers or consents as are required to enable the
Purchaser and/or its nominees to be registered as the holders
of his shares as above;
(c) a duly executed Regulation S Certificate in the form attached
hereto as Schedule 3.
4.1.2 The Major Shareholders shall procure the delivery to the Purchaser
and/or his nominees:
(a) in relation to each Group Company the statutory books, records
and registers (duly written up-to-date), the common seal, the
certificate of incorporation (including any certificates of
change of name), and all documents, contracts, licenses,
agreements, insurance policies, records, papers,
correspondence, files and books of trading and account;
(b) the executed share transfers, waivers or consents, relevant
share certificates and Regulation S Certificates of all
Vendors in accordance with Clause 4.1.1 above and all of the
issued shares of each Group Company not registered in the name
of a Group Company and the relevant share certificates in
relation to each Group Company.
(c) a letter from any third party who provided financial
facilities to any Group Company granting all such consents,
clearances or releases which may be necessary in relation to
the transactions contemplated herein;
(d) a copy of the memorandum and articles of association of each
Group Company certified by the secretary of each Group Company
as a true, complete and accurate copy as of the date of
Completion;
(e) all such other consents, approvals, clearances or licences of
governmental, regulatory or other agencies or persons in
connection with the sale and purchase of the Shares as are
necessary;
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(f) copies of all bank mandates of each Group Company together
with copies of statements of all bank accounts as at a date
not earlier than the day immediately preceding the date of
Completion;
(g) the original of any power of attorney under which any document
required to be delivered to the Purchaser under this clause
has been executed; and
(h) acceptance of the Purchaser's offer to acquire the Shares
signed by or on behalf of each Vendor as regards their
respective holdings.
4.1.3 The Major Shareholders shall procure:
(a) the discharge of all monies owing to each Group Company
(whether then due for payment or not) by the Vendors or the
directors of any Group Company or by any of them or by any
Connected Person;
(b) the release of any and all guarantees or indemnities or
security given by any Group Company for or on behalf of the
Vendors or the directors of any Group Company or any of them
or any other person;
(c) that a meeting of the Board (and a meeting of the directors of
any Group Company as the case may be) is held at which, inter
alia:-
(i) the share transfers referred to in clause 4.1.1(a) are
approved (subject only to stamping).
4.1.4 The Major Shareholders shall, and shall procure that all the Vendors
shall:
(a) assign and/or deliver to a Group Company any asset whatever
(including bank balances, agencies or appointments) in his
name or in the name of a company or companies controlled by
him which asset is related to the business of any Group
Company carried on at Completion;
(b) irrevocably waive any claims against any Group Company its
agent, or employees which he may have outstanding at
Completion.
4.1.5 The Purchaser shall, subject to the compliance by the Vendors with
all of their obligations under clause 4.1.1 and by the Major
Shareholders with all their obligations under clauses 4.1.2, 4.1.3
and 4.1.4, allot to each Vendor the number of fully paid shares in
the capital of the Purchaser set out opposite such Vendor's name in
column 3 of Schedule 1 and deliver to each Vendor the relevant Share
Certificate in respect thereof.
5. Post Completion:-
5.1 The Purchaser shall complete the stamping of the share transfers
referred to in clause 4.1.1(a) as soon as practicable. Prior to such
stamping being completed, the Vendors shall co-operate in any manner
reasonably required by the Purchaser for the convening of any
general meetings required by the Purchaser, including the completion
of proxy forms on a timely basis and generally shall act in all
respects as the nominee of and in accordance with the reasonable
directions of the Purchaser;
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5.2 The Vendors and the Purchaser shall, within five Business Days of
Completion, give to each Group Company such notice as is required by
Section 53 of the Companies Act, 1990.
6. Warranties
6.1 In consideration of and as an inducement to the Purchaser entering into
this Agreement each of the Vendors warrants and represents to the
Purchaser, as regards his individual shareholding in the Company that:
6.1.1 he has and will have full power and authority to enter into and
perform this Agreement which constitute or when executed will
constitute binding obligations on him in accordance with its terms;
6.1.2 there is no Encumbrance on, over or affecting his shareholding in
the Company and there is no agreement or arrangement to give or
create any Encumbrance and no claim has been or will be made by any
person to be entitled to any of the foregoing;
6.1.3 he is entitled to transfer the full legal and beneficial ownership
of his shareholding in the Company and any share in any Group
Company as provided in clause 4.1.2(b) to the Purchaser on the terms
of this Agreement without the consent of any third party; and
6.1.4 he is not a "US person" (as defined in Appendix A attached to the
Regulation S Certificate in Schedule 4) and is not acquiring shares
in the Purchaser for the account of a "US Person" (as so defined).
6.2 In addition to the warranties and representations under clause 6.1 above
the Major Shareholders warrant and represent to the Purchaser that:
6.2.1 the warranties and representations given by the Vendors under clause
6.1 above are true and accurate in all respects;
6.2.2 the Shares constitute the whole of the allotted and issued share
capital of the Company and are fully paid;
6.2.3 the Group Companies listed in Schedule 2 are all the present
Subsidiaries of the Company;
6.2.4 the information in Schedule 2 relating to each Group Company is true
and accurate in all respects; and
6.2.5 the Company (or where specified a Group Company) is the sole
beneficial owner of the shares in each Group Company listed in Part
2 of Schedule 2 free from any Encumbrances;
6.3 Each of the Warranties is separate and independent and without prejudice
to any other Warranty and, except where expressly stated otherwise, no
clause of this Agreement shall govern or limit the extent or application
of any other clause.
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6.4 The rights and remedies of the Purchaser in respect of any breach of the
Warranties shall not be affected or extinguished by Completion, by any
investigation made by it or on its behalf into the affairs of any Group
Company, by its rescinding or failing to rescind this Agreement, or
failing to exercise or delaying the exercise of any right or remedy, or by
any other event or matter, except a specific and duly authorised written
waiver or release, and no single or partial exercise of any right or
remedy shall preclude any further or other exercise.
6.5 None of the information supplied by any Group Company or its professional
advisers to the Vendors or their agents, representatives or advisers in
connection with the Warranties or otherwise in relation to the business or
affairs of any Group Company shall be deemed a representation, warranty or
guarantee of its accuracy by the Group Company and each Vendor waives any
claims against the Group Company (and its employees and agents) which he
might otherwise have in respect of it.
6.6 The Purchaser acknowledges that it has not been induced to enter into this
Agreement by any representation or warranty other than the Warranties.
6.7 Reference in the Warranties to "the Company" shall include each Group
Company to the intent that the Warranties shall apply to and be given in
respect of each Group Company.
7. Restrictive Covenants of the Major Shareholders
7.1 For the purpose of assuring to the Purchaser the full benefit of the
business and goodwill of the Company and each Group Company, each Major
Shareholder undertakes with the Purchaser for its own benefit and for the
benefit of each Group Company that:-
7.1.1 he shall not make use of or disclose to any person and shall use his
best endeavours to prevent the publication or disclosure of any
information concerning the business, accounts or finances of any
Group Company or any of their dealings transactions and affairs or
any trade secrets, confidential information, processes, operations
or formulae in his knowledge or possession;
7.1.2 for the period of two years after Completion he will not either
solely or jointly, directly or indirectly engage in the business of
the manufacture, sale, marketing, dealing in or distribution of
goods and services similar to or competing with goods and services
manufactured, sold, marketed, dealt in or distributed by any Group
Company at the date hereof in the Territory nor become involved or
connected with nor carry on, participate assist, be engaged or
concerned or interested (except as the holder or beneficial owner
for investment purposes of not more than 5% nominal value of any
class of securities listed or dealt in on a recognised stock
exchange) in the Territory during the said period in any company or
firm carrying on any such business whether as employee, director,
partner, consultant, agent, shareholder or sole proprietor or
otherwise howsoever;
7.1.3 for the period of two years after Completion either on his own
account or for any other person directly or indirectly solicit,
interfere with or endeavour to entice away from any Group Company
any person who to his knowledge is at Completion or has during the
one year preceding Completion been a client, customer or employee
of, or in the habit of dealing with any Group Company.
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7.1.4 he shall not interfere either directly or indirectly or take any
such steps as may interfere with the continuance of supplies to any
Group Company (or the terms relating to such supplies) from any
suppliers who are at the Completion or who have been at any time
during the period of one year immediately preceding Completion
supplying materials, components, products, goods or services to any
Group Company.
7.1.5 he shall procure that no company owned or controlled by him (and,
insofar as he is able to ensure the same, none of their
Subsidiaries) will act in such a way as would be a contravention of
the obligations contained in this Clause 7.1 if they were themselves
so to act.
7.2 The parties hereto consider that the restrictions set out in clause 7.1
are reasonable and necessary in the circumstances for the protection of
the legitimate interests of the Purchaser but if any such restrictions
shall be adjudged or held to be void or unenforceable by any court,
regulatory authority or agency of competent jurisdiction for whatever
reasons but would be valid if part of the wording were deleted or the
period of time reduced or the areas reduced in scope the said restrictions
shall apply with such modification as may be necessary to make them valid
effective and enforceable.
8 General
8.1 No announcement shall be made in respect of the subject matter of
this Agreement unless specifically agreed between the parties or it
is an announcement required by law issued after prior consultation
between the parties.
8.2 If any of the Shares shall at any time be sold or transferred, the
benefit of each of the Warranties may be assigned to the purchaser
or transferee who shall accordingly be entitled to enforce each of
the Warranties against the Warrantor as if he were named in this
Agreement as the Purchaser.
8.3 This Agreement shall enure to the benefit of and be binding upon
each party's successors and permitted assigns and personal
representatives (as the case may be) but, except as expressly
provided, none of the rights of the parties under this Agreement
including the Warranties may be assigned or transferred.
8.4 Subject to clause 8.5, all expenses incurred by or on behalf of the
parties, including all fees of agents, representatives, solicitors,
accountants and actuaries employed by any of them in connection with
the negotiation, preparation or execution of this Agreement, shall
be borne solely by the party who incurred the liability and no Group
Company shall have any liability in respect of them.
8.5 If the Purchaser determines or rescinds this Agreement under any of
its provisions or under the general law then, in addition to any
right or remedy which it may have against the Vendors for breach of
this Agreement or the Warranties, the Vendors shall indemnify the
Purchaser for all costs, charges and expenses incurred by it in
connection with the negotiation, preparation and determination or
rescission of this Agreement and all matters which it contemplates.
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8.6 Any notice or other communication whether required or permitted to
be given hereunder shall be given in writing and shall be deemed to
have been duly given if delivered by hand to the addressee or if
sent by pre-paid post addressed to the party to whom such notice is
to be given at the address set out for such party herein (or such
other address as he or it may from time to time designate to all
other parties hereto in accordance with the provisions of this
clause 8.6) and any such notice or other communication shall be
deemed to have been duly given if delivered by hand at the time of
delivery and if sent by post as aforesaid forty eight hours after
the same shall have been posted.
8.7 Any liability to any party under the provisions of this Agreement
may in whole or in part be released, varied, compounded or
compromised by such party in its absolute discretion as regards any
party under such liability without in any way prejudicing or
affecting its rights against any other party under the same or a
like liability whether joint and several or otherwise. A waiver by
any party of any breach of the terms, provisions or conditions of
this Agreement or the acquiescence of a party hereto in any act
(whether of commission or omission) which but for such acquiescence
would be a breach as aforesaid shall not constitute a general waiver
of such term, provision or contribution or of any subsequent act
contrary thereto.
8.8 This Agreement may be executed in any number of counterparts and by
the different parties hereto on separate counterparts each of which
when executed and delivered shall constitute an original, all such
counterparts together constituting but one and the same instrument.
8.9 This Agreement shall supersede, cancel and replace any and all
previous agreements made between any of the parties hereto relative
to its subject matter.
8.10 At the request of the Purchaser the Vendors shall (and shall procure
that any other necessary parties shall) execute and do all such
documented acts and things as may reasonably be required subsequent
to Completion by the Purchaser in order to perfect the right, title
and interest of the Purchaser to and in the Shares and in the shares
in the Group Companies and to procure the registration of the
Purchaser or his nominee as the registered holder of the Shares and
the shares in each Group Company as appropriate.
8.11 Each of the parties hereto hereby agrees for the benefit of the
other and without prejudice to the right to take proceedings in
relation hereto before any other court of competent jurisdiction,
that the courts of Ireland shall have jurisdiction to hear and
determine any suit, action or proceedings that may arise out of or
in connection with this Agreement and for such purposes irrevocably
submits to the jurisdiction of such courts. Each of the parties
hereto further agrees that this Agreement will be governed by the
law of Ireland.
IN WITNESS WHEREOF this Agreement has been duly executed on the date shown at
the beginning of this Agreement.
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SCHEDULE 1
Vendors Particulars
Number of
Number of Number of US$.001
IR(pounds) US$0.01 shares in
shares in shares in the
Vendors Name and Address the Company the Company Purchaser
Major Shareholders
Bushell Investments Inc 6,990,963 6,990,963
Binghamton Services Ltd 799,333 799,333
Kielduff Investments Limited 3,840,000 3,840,000
Peter David Nagle 1 1
Minor Shareholders
David Kennelly 1 1
Softline Holdings Ltd 1,311,000 1,311,000
Kelvin Bell 261,600 261,600
Steve Grundy 96,000 96,000
Brian McNeil 38,560 38,560
Pamela Cox 6,000 6,000
Nick Cox 6,000 6,000
Mary Nagle 400,000 400,000
Mandy Wakefield 2,000 2,000
Martyn Wakefield 2,000 2,000
Eamon Boreham 2,222 2,222
Wendy Boreham 2,222 2,222
Jane Dolder 1,125 1,125
Andrew Dolder 1,125 1,125
Sean Kennelly 9,000 9,000
David Kennelly 92,000 92,000
Philip Wood 60,000 60,000
Caroline Wood 60,000 60,000
Jo Laybourne 1,006 1,006
Michael Trigg 1,006 1,006
Simon Hancock 180,000 180,000
Robert Smith 16,400 16,400
Elaine Smith 16,400 16,400
Simon Shaw 16,400 16,400
Caroline Shaw 16,400 16,400
Philip Jarvis 23,059 23,059
Secondchance Inc 28,568 28,568
Suzanne Pope 3,936 3,936
Jenny Mason 9,840 9,840
Andy Saunders 16,400 16,400
Anthony Roberts 6,560 6,560
Simon Hurley 13,120 13,120
11
<PAGE>
Jeremy Hall 3,280 3,280
David Williams 3,280 3,280
Julian Hancock 3,936 3,936
Rachel Russel 5,904 5,904
Rachel Elliott 3,280 3,280
John Hancock 3,280 3,280
Susannah Hancock 3,280 3,280
Felicity Hancock 3,936 3,936
Valerie Roach 2,624 2,624
Marilyn Gough Long 3,280 3,280
Victoria Litchfield 5,904 5,904
Michael Archer 6,560 6,560
Carol Ann Cullen 2,050 2,050
Anthony Smith 6,560 6,560
T Kicks 1,312 1,312
M Harrison 1,968 1,968
Julie Smith 3,280 3,280
P J Burgon 3,280 3,280
M Burton 3,280 3,280
Onyx Directors Pension Fund 6,560 6,560
Matthew Jones 8,200 8,200
Jane Spence 2,278 2,278
Brian Phillpot 2,278 2,278
Andrew Hughes 9,840 9,840
Alec Trotter 4,444 4,444
Albert Investments 500,000 500,000
Rory O'Connor 6,667 6,667
Crohan O'Shea 17,778 17,778
John Clifford 25,600 25,600
Fiona Kennelly 3,200 3,200
Robert Williams 4,444 4,444
Mark Rutherford Basham 4,444 4,444
James Little 2,667 2,667
Stephen Dartnell 178,000 178,000
William Taden 31,000 31,000
Maurice Hogg 21,000 21,000
George Alexander 5,000 5,000
Julie Thompson 5,000 5,000
Keith Morton 5,000 5,000
Martin Tonks 36,834 36,834
Neil Flynn 36,834 36,834
Peter Mowl 36,834 36,834
James Cussen 75,000 75,000
Max Reid 65,600 65,600
Brian Holden 1,000 1,000
Paul Beard 538 538
Keith Shipton 8,000 8,000
Michael Nagle 26,600 26,600
Mike Nagle 3,000 3,000
Vanessa Waterhouse 3,000 3,000
Gayle Nagle 3,000 3,000
Eammon Finnerty 12,500 12,500
Daragh Nagle 10,000 10,000
Caroline Wolfe 10,000 10,000
Mary Higgans 10,000 10,000
12
<PAGE>
The Quarry Trust Limited 310,000 310,000
Bradshaw Int Holdings Ltd 20,000 20,000
-------------- ------------- -------------
Total 2 15,912,659 15,912,661
============== ============= =============
13
<PAGE>
SCHEDULE 2
Details of each Group Company.
Part 1: The Company
Company registration number: 296819
Date of incorporation: 25th November 1998
Share capital
authorised: 20,000,000 shares of 1 Cent each
issued: 15,921,661 shares of 1 Cent each
Registered office: Unit 3, Block A, Broomfield Business Park, Malahide Road, Co
Dublin
Directors: Peter Nagle, Mary Nagle
Secretary: David Kennelly
Part 2: Group Companies
The following companies are all wholly owned subsidiaries of Jyris Limited
Name of Company Ibis Systems Limited
Registered Number 3410598
Authorised Share 100 shares of (pounds)1 each
Capital
Issued Share Capital 2 shares of (pounds)1 each
Registered Office 2 Twyford Place, Lincolns Inn, Cressex, High
Wycombe, HP12 3RE
Secretary Simon Hancock
Directors Peter David Nagle
Name of Company Webbed Feet Productions
Registered Number 3191940
Authorised Share 100 Ordinary Shares of (pounds)1 each
Capital
Issued Share Capital 99 Ordinary Shares of (pounds)1 each
Registered Office 5 Waterside Drive, Langley, Berkshire, SL3 6EZ
14
<PAGE>
Secretary Martin Tonks
Directors Martin Tonks
Neil Flynn
Peter Mowl
Name of Company Total Asset Limited
Registered Number 2607671
Authorised Share 100,000 Ordinary Shares of (pounds)1 each
Capital
Issued Share Capital 11,696 Ordinary Shares of (pounds)1 each
Registered Office Maxdor House, 337/341 Chapel Street, Salford,
Manchester M3 5JY
Secretary Stephen John Dartnell
Directors Stephen John Dartnell
William Taden
Jaqueline Elizabeth Dartnell
Name of Company Softly Aware Limited
Registered Number 2086719
Authorised Share 100 shares of (pounds)1 each
Capital
Issued Share Capital 100 shares of (pounds)1 each
Registered Office 2 Longden Court, Buxton, Derbyshire, SK17 6BZ
Secretary Simon Hancock
Directors Adrian Roland Billingham
John Peter Frederick
Name of Company Jyris Technology Limited
Registered Number 298665
Authorised Share 100,000 shares of (pounds)1 each
Capital
Issued Share Capital 2 shares of (pounds)1 each
Registered Office 3A Broomfield Business Park, Malahide, Co Dublin
Secretary Simon Hancock
Directors Peter David Nagle
Mary Nagle
15
<PAGE>
Name of Company MSA Computer Systems (Pty) Limited
Registered Number 98/252265/07
Authorised Share 1000 Ordinary Shares of R1 each
Capital
Issued Share Capital 100 Ordinary Shares of R1 each
Registered Office Boake Incorporated, 16th Floor East Tower,
Bedford Centre, Smith Road, Bedford Gardens,
Johannesburg 2047, South Africa
Secretary Boake Incorporated, PO Box 751210, Gardenview,
Johannesburg 2047, South Africa
Directors Mark Nagle
Karen Hayes
Name of Company Outsource Software (International) Limited
Registered Number 257115
Authorised Share 100 000 Ordinary Shares of IR(pounds)1 each
Capital
Issued Share Capital 1 Ordinary Share of IR(pounds)1 each
Registered Office Merchants House, Merchants Quay, Dublin 8
Secretary James Cussen
Directors James Cussen, Josephine Cussen
16
<PAGE>
SCHEDULE 3
REGULATION S CERTIFICATION
INTEGRITY HOLDINGS, LTD.
(a Nevada corporation)
Integrity Holdings, Ltd.,
Premier House,
Camden Lock,
South Dock Road,
Dublin 4.
Ladies and Gentlemen:
Pursuant to an offer made by Integrity Holdings, Ltd. (the "Company") to sell to
the undersigned _______________________ shares of its common stock (the "Common
Stock") in exchange for the undersigned's _____shares of ________stock under a
Share Sale and Purchase Agreement, dated , 1999, by and between the Company, the
undersigned and the other stockholders of Jyris Limited (the "Share Purchase
Agreement"), and in compliance with the requirements of Regulation S (Rules 901
through 905 and Preliminary Notes thereto) ("Regulation S") promulgated by the
U.S. Securities and Exchange Commission ("SEC") under the U.S. Securities Act of
1933, as amended (the "1933 Act"), the undersigned hereby certifies and
acknowledges to you as follows:
1. The undersigned is not a U.S. person (as that term is defined in
Regulation S, which definition is reproduced in APPENDIX A hereto) and is
not acquiring the Common Stock for the account or benefit of any U.S.
person.
2. The undersigned agrees to resell the Common Stock only in accordance with
the provisions of Regulation S, pursuant to a registration under the 1933
Act, or pursuant to an available exemption from registration.
3. The undersigned agrees not to engage in hedging transactions with regard
to the Common Stock unless in compliance with the 1933 Act.
4. The undersigned is acquiring the Common Stock solely for the account of
the undersigned.
5. The certificates for the Common Stock to be issued to the undersigned will
contain a legend to the effect that transfer is prohibited except in
accordance with the provisions of Regulation S, pursuant to registration
under the 1933 Act, or pursuant to an available exemption from
registration, and that hedging transactions involving the Common Stock may
not be conducted unless in compliance with the 1933 Act.
17
<PAGE>
6. The Company will refuse to register any transfer of the Common Stock not
made in accordance with the provisions of Regulation S, pursuant to
registration under the 1933 Act or pursuant to an available exemption from
registration.
7. The undersigned understands that:
(a) the Common Stock has not been registered under the 1933 Act based
upon the exemption provided by Regulation S under the 1933 Act;
(b) the Common Stock is deemed to be "restricted securities" as defined
in Rule 144 under the 1933 Act (a description of resale limitations
under Rule 144 for restricted securities is attached as APPENDIX B
hereto);
(c) the Common Stock may not be re-sold or otherwise transferred except
pursuant to Regulation S, pursuant to registration under the 1933
Act or pursuant to an exemption from such registration; and
(d) only the Company can register the Common Stock under the 1933 Act,
and the Company is under no obligation to register the Common Stock,
or to take any action to make any exemption from any such
registration provisions available.
8. The undersigned understands that the Company has determined that exemption
from the registration provisions of the 1933 Act, which is based upon
offerings to non U.S. persons is based, in part, upon the representations
and agreements made by the undersigned herein.
9. The undersigned has such knowledge and expertise in financial and business
matters that the undersigned is capable of evaluating the merits and risks
involved in an investment in the Common Stock which is a highly
speculative investment involving a high degree of risk and, the
undersigned understands and acknowledges that the undersigned could lose
its entire investment.
IN WITNESS WHEREOF, the undersigned has executed this Regulation S Certification
this _________ day of ___________, 1999
PURCHASER:
------------------------------
(Signature)
------------------------------
(Print Name)
18
<PAGE>
Address: ______________________
----------------------
----------------------
RECEIPT OF CERTIFICATION ACKNOWLEDGED:
INTEGRITY HOLDINGS, LTD.
By: ______________________
President
Dated:____________day of _________ 1999
19
<PAGE>
APPENDIX A
CERTAIN DEFINITIONS UNDER REGULATION S
As used in the Regulation S Certification to which this APPENDIX is attached,
the following terms shall have the meanings indicated:
"US person" means:
(i) Any natural person resident in the United States;
(ii) Any partnership or corporation organised or incorporated under the
laws of the United States;
(iii) Any estate of which any executor or administrator is a US person;
(iv) Any trust of which any trustee is a US person;
(v) Any agency or branch of a foreign entity located in the United
States;
(vi) Any non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary for the benefit
or account of a US person;
(vii) Any discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary organised,
incorporated, or (if an individual) resident in the United States;
and
(viii) Any partnership or corporation if:
(a) Organised or incorporated under the laws of any foreign
jurisdiction; and
(b) Formed by a US person principally for the purpose of investing
in securities not registered under the 1933 Act, unless it is
organised or incorporated, and owned by accredited investors
(as defined in Regulation D under the 1933 Act) who are not
natural persons, estates or trusts.
The following are not "US persons":
(i) Any discretionary account or similar account (other than an estate
or trust) held for the benefit or account of a non-US person by a
dealer or other professional fiduciary organised, incorporated, or
(if an individual) resident in the United States;
20
<PAGE>
(ii) Any estate of which any professional fiduciary acting as executor or
administrator is a US person if:
(a) An executor or administrator of the estate who is not a US
person has sole or shared investment discretion with respect
to the assets of the estate; and
(b) The estate is governed by foreign law;
(iii) Any trust of which any professional fiduciary acting as trustee is a
US person, if a trustee who is not a US person has sole or shared
investment discretion with respect to the trust assets, and no
beneficiary of the trust (and no settler if the trust is revocable)
is a US person;
(iv) An employee benefit plan established and administered in accordance
with the law of a country other than the United States and customary
practices and documentation of such country;
(v) Any agency or branch of a US person located outside the United
States if:
(a) The agency or branch operates for valid business reasons; and
(b) The agency or branch is engaged in the business of insurance
or banking and is subject to substantive insurance or banking
regulation, respectively, in the jurisdiction where located;
and
(vi) The International Monetary Fund, the International Bank of
Reconstruction and Development, the Inter-American Development Bank,
the Asian Development Bank, the African Development Bank, the United
Nations and their agencies, affiliates and pension plans, and any
other similar international organisations, their agencies,
affiliates and pension plans.
"United States" means the United States of America, its territories and
possessions, any State of the United States, and the District of Columbia.
21
<PAGE>
APPENDIX B
RESALES OF RESTRICTED SECURITIES UNDER RULE 144
Sales, gifts and other dispositions ("sales") of shares of common stock of
Integrity Holdings Ltd received by the stockholders of ______________________ in
connection with Integrity's acquisition of _______________ ("the Integrity
Shares") are subject to resale restrictions in the United States. These
restrictions effectively limit the timing of sales, the volume of shares that
may be sold and the manner in which sales may be made. Because the laws and
rules that are summarised below are both complex and subject to change, these
guidelines do not eliminate the need to consult with legal counsel about
specific proposed transactions.
Each sale of Integrity Shares in the United States must be registered - or
exempt from registration - under the United States Securities Act of 1933 ("the
1933 Act"). All sales of Integrity Shares are limited because the Integrity
Shares are "restricted securities" within the meaning of Rule 144 under the 1933
Act. Rule 144 provides the principal exemption from registration that may be
available for resales of Integrity Shares. Rule 144 imposes various limitations,
relating to:
o Holding Period: Rule 144 requires a minimum one year holding period for
sales of restricted securities, and sales of restricted securities during
the second year are subject to various restrictions;
o Public Information: Adequate current public information regarding the
issuer must be available during the second year before a seller can
utilise the exemption provided by Rule 144;
o Manner of Sale: During the second year, Rule 144 only exempts sales made
in certain ways; and
o Volume: Rule 144 limits the number of shares that may be sold during any
three-month period during the second year by any person or entity or group
of persons or entities.
One-Year Holding Period. The minimum holding period for sales of restricted
securities pursuant to Rule 144 is one year from the date the shares are issued
by the company in the acquisition. If the Integrity Shares that are being sold
have not been held for at least that one-year period, they cannot be sold under
the exemption provided by Rule 144.
Public Information. After expiration of the one-year holding period, for a
seller to use the exemption provided by Rule 144, there must be available
adequate current public information regarding Integrity Holdings. This
information requirement will be deemed to be met if either:
22
<PAGE>
o Integrity Holdings is subject to the reporting requirements of the US
Securities Exchange Act of 1934 and has filed all reports required to be
filed for the 12 month period preceding the proposed sale under Rule 144;
or
o if Integrity Holdings is not subject to the reporting requirements of the
US Securities Exchange Act of 1934, there is publicly available
information regarding the issuer similar to that required by reports filed
under the 1934 Act.
Manner of Sale. After expiration of the one-year holding period, sales under
Rule 144 must be made either (1) through a broker who agrees to sell in
"brokers' transactions" or (2) directly to a "market maker". The quoted terms
are defined in Rule 144. The seller may not solicit orders or pay anyone other
than the selling broker. The broker must do no more than sell as agent, must
receive only a customary commission and cannot solicit orders (subject to narrow
limitations). A Form 144 must be filed for all sales in reliance on Rule 144
(unless fewer than 500 shares and less than $10,000 is sold in a three-month
period). The completed and signed Form 144 must be mailed to the US Securities
and Exchange Commission when an order to sell Integrity Shares is placed with a
broker. The Form 144 is required to disclose all sales of Integrity stock during
the past three months by (1) the seller, (2) other individuals or trusts
included in the definition of "person" (such as any relative or spouse sharing
the same household as the seller) and (3) all other persons whose sales must be
aggregated for purposes of the Rule 144 volume limitations.
Volume Limitations. After expiration of the one-year holding period, the total
number of shares sold during any three-month period by the seller and by all
persons whose sales must be aggregated with the seller's sales (which includes
all persons who agree to act in concert for the purpose of selling Integrity
Shares) cannot exceed the greater of:
o 1% of the outstanding Integrity stock as shown on its most recent report
or statement published by Integrity; or
o the average weekly trading volume in Integrity stock reported on US
securities exchanges or through an automated quotation system of a
registered US securities association during the four calendar weeks
preceding the filing of the seller's Form 144.
Expiration Restrictions. If the sale is made more than two years after the date
of the issuance of the Integrity Shares in connection with the acquisition of
_____________, the seller is not an Integrity affiliate at the time of sale and
the seller has not been an Integrity affiliate within the three months preceding
the sale, then a sale may be made without compliance with the Rule 144 current
public information requirement, manner of sale restrictions and volume
limitations.
23
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SIGNED by /s/ Peter D. Nagle
as Attorney for BUSHELL INVESTMENTS INC.
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for BINGHAMTON SERVICES LTD.
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for KIELDUFF INVESTMENTS LIMITED
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for PETER DAVID NAGLE
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for SOFTLINE HOLDINGS LTD.
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for KELVIN BELL
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for STEVE GRUNDY
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for BRIAN McNEIL
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for PAMELA COX
24
<PAGE>
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for NICK COX
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for MARY NAGLE
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for MANDY WAKEFIELD
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for MARTYN WAKEFIELD
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for EAMON BOREHAM
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for WENDY BOREHAM
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for JANE DOLDER
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
25
<PAGE>
as Attorney for ANDREW DOLDER
in the presence of:- /s/ S. A. Nagle
SIGNED b /s/ Peter D. Nagle
as Attorney for SEAN KENNELLY
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for DAVID KENNELLY
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for PHILIP WOOD
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for CAROLINE WOOD
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for JO LAYBOURNE
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for MICHAEL TRIGG
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for SIMON HANCOCK
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
26
<PAGE>
as Attorney for ROBERT SMITH
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for ELAINE SMITH
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for SIMON SHAW
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for CAROLINE SHAW
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for PHILIP JARVIS
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for SECONDCHANCE INC.
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for SUZANNE POPE
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for JENNY MASON
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
27
<PAGE>
as Attorney for ANDY SAUNDERS
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for ANTHONY ROBERTS
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for SIMON HURLEY
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for JEREMY HALL
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for DAVID WILLIAMS
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for JULIAN HANCOCK
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for RACHEL RUSSEL
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for RACHEL ELLIOTT
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
28
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as Attorney for JOHN HANCOCK
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for SUSANNAH HANCOCK
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for FELICITY HANCOCK
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for VALERIE ROACH
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for MARILYN GOUGH LONG
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for VICTORIA LITCHFIELD
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for MICHAEL ARCHER
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for CAROL ANN CULLEN
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
29
<PAGE>
as Attorney for ANTHONY SMITH
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for T KICKS
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for M HARRISON
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for JULIE SMITH
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for P J BURGON
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for M BURTON
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for ONYX DIRECTORS PENSION FUND
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for MATTHEW JONES
in the presence of:- /s/ S. A. Nagle
30
<PAGE>
SIGNED by /s/ Peter D. Nagle
as Attorney for JANE SPENCE
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for BRIAN PHILLPOT
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for ANDREW HUGHES
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for ALEC TROTTER
in the presence of:-
SIGNED by /s/ Peter D. Nagle
as Attorney for ALBERT INVESTMENTS
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for RORY O'CONNOR
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for CROHAN O'SHEA
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for JOHN CLIFFORD
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for FIONA KENNELLY
31
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in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for ROBERT WILLIAMS
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for MARK RUTHERFORD BASHAM
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for JAMES LITTLE
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for STEPHEN DARTNELL
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for WILLIAM TADEN
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for MAURICE HOGG
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for GEORGE ALEXANDER
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
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as Attorney for JULIE THOMPSON
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for KEITH MORTON
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for MARTIN TONKS
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for NEIL FLYNN
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for PETER MOWL
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for JAMES CUSSEN
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for ALBERT INVESTMENTS LIMITED
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for MAX REID
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for BRIAN HOLDEN
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in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for PAUL BEARD
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for KEITH SHIPTON
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for MICHAEL NAGLE
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for MIKE NAGLE
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for VANESSA WATERHOUSE
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for GAYLE NAGLE
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for EAMMON FINNERTY
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
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as Attorney for DARAGH NAGLE
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for MARY NAGLE
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for CAROLINE WOLFE
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for BRADSHAW INTERNATIONAL HOLDINGS LIMITED
in the presence of:- /s/ S. A. Nagle
SIGNED by /s/ Peter D. Nagle
as Attorney for THE QUARRY TRUST LIMITED
in the presence of:- /s/ S. A. Nagle
PRESENT WHEN THE COMMON SEAL
of INTEGRITY HOLDINGS LIMITED
was impressed hereon:-
Director /s/ Paul B. Nagle
Director/Secretary /s/ Paul C. Carroll
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Press Release - December 8, 1999
Integrity Announces Merger/Acquisition of UK Software Services Group Jyris And
$3,000,000 U.S. Acquisition of Computer Foundations Ltd.
SAN DIEGO, Dec. 8 /PRNewswire/ -- INTEGRITY HOLDINGS, LTD. (the "Company") (OTC
Bulletin Board: INTY - news) an Irish-based holding company specializing in
software and financial services, today, (Wednesday 8th December 1999) announced
its merger with UK-based software services group, Jyris via a stock and share
transaction. The terms of the merger calls for Integrity Holdings to issue 15.8
million new common shares to satisfy a one-for-one share exchange. The merger
will have a positive impact on earnings and will double the size of Integrity
Holdings in terms of revenue and earnings and is expected to yield a total Group
turnover of US$85.5 million to year-end December 2000. Based on the current
share value, the Group's combined market capitalization will be in the region of
US$220 million.
The enlarged Group will trade as Integrity Holdings.
Established in 1998, Integrity Holdings operates in the software and related
financial service market. With over 10,000 corporate customers, the Company has
grown dramatically both organically and through a number of acquisitions and
currently operates eight subsidiary companies in Ireland and the UK. Revenues to
the third quarter, September 1999 were US$25.9 million with profit before tax
and goodwill at US$3.2 million. Integrity Holdings was launched on NASDAQ OTC/BB
in August 1998 under the symbol of INTY.
Headquartered in Buckinghamshire, the Jyris Group is made up of ten operations,
six of which are based in the UK with two operations based in South Africa and
two in Ireland. Revenues to the third quarter, September 1999 were US$21.7
million with profit before tax and goodwill of US$1.8 million. Jyris has a
corporate customer base of over 2,300 under contract paying over US$7.5 million
in term contracts on an annual basis. Through its subsidiary Total Assets, Jyris
has access to over 7,000 UK-based Value Added Resellers. The Company was formed
in 1998 when management acquired IBIS from AMEX listed SVI Systems Inc. The sale
of IBIS was in line with SVI's stated objective to move closer towards its goal
of becoming a leading provider of end-to-end retail software solutions
internationally. SVI is 60% owned by South African software group Softline
Limited, which has a listing on the Johannesburg Stock Exchange, and is the
fourth largest IT group in South Africa.
Barry Schechter, Chief Executive of SVI, along with fellow SVI Director, Don
Radcliff will join the Integrity Board in a non-executive capacity. In addition
Softline Chief Executive Officer, Ivan Epstein, will also join the Board in a
non-executive capacity.
Peter Nagle, Chief Executive Officer of Jyris will replace Paul Nagle as Chief
Executive Officer of Integrity Holdings while Paul Nagle will take up the
position of Chief Operations Officer. Paul Carroll will retain his position as
Chief Financial Officer and Kenneth Butler will remain as Chairman of the Group.
All board and management appointments take place with immediate effect.
Born in Dublin and currently based in the UK, Peter Nagle has worked in the
software industry since 1986.
The merger is in line with Integrity Holdings strategy to develop a globally
based information technology group. Both companies currently operate in the
software services (Vertical Software products), web technology (Internet B2B
solutions) computer leasing and computer maintenance & networking.
<PAGE>
The Group's software products are industry specific to construction, credit
unions, print & packaging and cleaning management. In each of these sectors, the
Group's software products are one of the market leaders. The software
development costs across the Group's six companies targeting Vertical Software
markets will be rationalized allowing significant improvements in the bottom
line.
With over 16,000 corporate customers, other Group services such as web
connectivity and design, e-commerce solutions and managed networking will be
marketed to both companies' customer bases providing efficient margin generating
opportunities and a high degree of recurring revenues. As the Group develops its
global presence, it expects to benefit significantly from licensing its software
products into these new markets and expects to sell its technologies to these
new corporate relationships.
While developing synergies between the Group's businesses, the Group will
develop its mission critical software application companies organically and
through acquisition. The substantial recurring revenues from its customer bases
will help produce solid sustainable earnings and enhance shareholder value as
well as providing committed IT partnerships with its corporate customers.
Commenting on the merger, Peter Nagle, incoming CEO of Integrity Holdings said,
"This is a positive development for management and staff of both companies,
culturally, the fit between Jyris and Integrity Holdings is excellent. Combined
our rate of expansion will be vastly accelerated. This merger will fast track
the process of moving to the NASDAQ National Market over the next twelve (12)
months."
"We are confident that we will be able to deliver a superior product and service
portfolio that will complement our existing business. Strategically, this merger
will provide an important link of Integrity Holdings into the South African
market and will consolidate the Group's position in Ireland and the UK,"
concluded Peter Nagle.
Commenting on the short term objectives, post merger Paul Nagle said, "We are
confident that we can maximize synergies across all group companies to ensure
positive growth, and enable us to fulfill our development plans. The merger will
give Integrity Holdings the size and scale to pursue a number of strategic
objectives. These include identifying suitable acquisition opportunities to
enhance our product range and market position."
He continued, "Long term, the company's focus is building a sustainable earnings
around propriety software technologies and furthering its expansion into Europe,
US, Australia and Asia."
Integrity Holdings also announced today that it has acquired all of the issued
and outstanding shares of Computer Foundations Limited (CFL) via a combination
of cash and shares of Integrity common stock for a consideration of over US$3
million. CFL is a leading developer of construction application software based
in Colchester, England. CFL has been operating profitably in the UK since 1984
and has over 700 customers and 35 staff. The business generated approximately
US$3.3 of revenues in the last twelve months, with over 30% in recurring term
contracts.
Paul Nagle, said, "We are delighted to add the profitability and people skills
of CFL to the Group. The innovation of products that CFL have developed will
consolidate or position in the construction software market and the quality of
the customer base will offer further opportunities to cross- sell other group
products and services."
Peter Doe BSc, Managing Director of CFL said, "We are excited at becoming part
of a rapidly expanding international software and services group. Integrity's
capacity and resources will allow us to develop further our products and exploit
international opportunities into the new millennium."
<PAGE>
This press release contains forward-looking statements regarding Integrity
Holdings, Ltd. and its future sales related activities. Actual results could
differ materially from those described or implied in this press release as a
result of a number of factors. These include, but are not limited to, the future
growth of these markets, any adverse actions by the Company's partners,
competitive products, other economic factors affecting the Company's markets,
the degree of acceptance that new products achieve, and seasonal changes.
SOURCE: Integrity Holdings, Ltd.
Acquisitions & Mergers | Products & Sales
