<PAGE>
CONFORMED COPY
THIS AGREEMENT is made 22nd June 1998
BETWEEN
(1) THE PERSONS whose names and addresses are set out in Column (1) of the
Schedule hereto ("the Subscribers")
(2) POLYDOC PLC incorporated under the Companies Acts (registered in
England number 3217859) and having its registered office at 26
Farringdon Street London EC4A 4AQ ("the Company"); and
WHEREAS
On the terms and conditions of this Agreement the Subscribers have agreed to
subscribe for a total of up to L1,570,920 of 5% Convertible Loan Stock 1999 to
be issued by the Company and the Company has agreed to issue such stock and to
issue share warrants entitling the Subscribers to subscribe for ordinary shares
in the capital of the Company
NOW IT IS HEREBY AGREED as follows:-
1 INTERPRETATION
1.1 In this Agreement (including the Schedule hereto) the following
expressions have the meanings stated, unless the context otherwise
requires
"Completion Date" means the date on which the completion of this
Agreement takes place pursuant to Clause 4;
"Instrument" means the instrument constituting the Loan Stock in the
form set out in Appendix A hereto
"Loan Stock" means the L1,570,920 5% Convertible Loan Stock 1999 to be
issued by the Company pursuant to the Instrument
"Share Warrants" mean warrants entitling the holder to subscribe for
ordinary shares in the capital of the Company in the form set out in
Appendix B hereto
"Special Resolution" means the special resolution to be passed by the
Company in General Meeting in the form set out in Part 1 of Appendix C
hereto
"Ordinary Resolution" means the ordinary resolution to be passed by the
Company in General Meeting in the form set out in Part 2 of Appendix C
hereto
1
<PAGE>
2 CONDITIONS
2.1 Completion of this Agreement with the Subscribers other than Mr Mence
is conditional upon each of the following:
2.1.1 the passing by the Company in General Meeting of the Special
Resolution; and
2.1.2 the execution by the Company of this Instrument
2.2 Completion of this Agreement with Mr Mence is conditional upon each of
the following:-
2.2.1 the agreement of the Panel on Takeovers and Mergers to the
waiver of the obligation of Mr Barry Mence to make a
general offer under Rule 9 of the City Code on Takeovers
and Mergers following exercise by him of the conversion
rights attaching to the Loan Stock to be issued to him
hereunder and/or the subscription rights under the Share
Warrants to be issued to him hereunder; and
2.2.2 the passing by the Company in general meeting of the Special
Resolution and the Ordinary Resolution; and
2.2.3 the execution by the Company of the Instrument
2.3 The Subscribers and the Company shall use their respective reasonable
endeavours to procure the fulfilment of the conditions set out in
clauses 2.1 and 2.2 by 31 July 1998 or such later date as the
Subscribers may agree in writing
2.4 If any of the conditions in clause 2.1 have not been fulfilled on or
before the date referred to in clause 2.3 this Agreement and everything
contained in it shall cease and determine provided that until such date
each of the parties hereto shall comply with the obligations on its
part contained in this Agreement
2.5 If the conditions in clause 2.1 have been fulfilled on or before the
date referred to in clause 2.3 but the conditions in clause 2.2 have
not been fulfilled by that date then the obligations in this Agreement
relating to the subscription by Mr Mence for Loan Stock and the issue
by the Company of Share Warrants to Mr Mence shall cease and determine
3 SUBSCRIPTION FOR LOAN STOCK AND ISSUE OF SHARE WARRANTS
On the terms and subject to the conditions referred to in this
Agreement:-
2
<PAGE>
3.1 each of the Subscribers in respect of whom this Agreement has become
unconditional will subscribe in cash at par for the amount of Loan
Stock set out opposite such Subscriber's name in Column (2) of the
Schedule hereto and the Company shall issue such Loan Stock to such
Subscribers; and
3.2 the Company shall issue to each of the Subscribers who so subscribe for
Loan Stock Share Warrants entitling each of such Subscribers to
subscribe for the number of ordinary shares of 20p each in the capital
of the Company set out opposite such Subscriber's name in Column (3) of
the Schedule hereto
4 COMPLETION
Forthwith upon satisfaction of the conditions set out in clauses 2.1
and 2.2 or, if the conditions set out in clause 2.1 have been satisfied
but not the conditions set out in clause 2.2 then on the date referred
to in clause 2.3, completion of this Agreement shall take place when
all but not part only of the following shall be done:
4.1 The Subscribers in respect of whom this Agreement has become
unconditional shall pay to the Company the subscription price for the
Loan Stock subscribed by them
4.2 The Company shall issue the Loan Stock to such Subscribers
4.3 The Company shall issue the Share Warrants to such Subscribers
5 ANNOUNCEMENTS
No announcement of the terms of this Agreement shall be made by any
party prior to the Completion Date without the written consent of the
others save for any announcement required to be made by the Company in
accordance with the rules and regulations of the Stock Exchange or the
Amsterdam Stock Exchange
6 COSTS
The parties will pay their own costs of and incidental to the
negotiation preparation and completion of this Agreement
3
<PAGE>
7 GENERAL
7.1 This Agreement shall be governed by and construed in accordance with
English law
7.2 The Agreement may be executed as two or more documents in the same form
and execution by all the parties of at least one of such documents will
constitute due execution of this Agreement
7.3 This Agreement shall be binding upon and enure for the benefit of the
successors of the parties hereto but shall not be assignable
IN WITNESS WHEREOF this Agreement has been duly executed by the parties the day
and year first above written
THE SCHEDULE
THE SUBSCRIBERS
<TABLE>
<CAPTION>
NAME AND ADDRESS NOMINAL VALUE OF LOAN STOCK NUMBER OF SHARES IN RESPECT OF
(1) SUBSCRIBED L WHICH WARRANTS ARE TO BE ISSUED
(2) (3)
<S> <C> <C>
Barry Mence 523,640 300,000
Colne Priory
Earls Colne
Colchester
Essex CO6 2PG
Nederlandse Participatie 523,640 300,000
Maatschappij NV
Breitnerstraat 1
Postbus 7224
1007 JB Amsterdam
The Netherlands
Brandon Limited 523,640 300,000
Parade House ------- -------
The Parade
Castletown
Isle of Man
1,570,920 900,000
</TABLE>
4
<PAGE>
SIGNED by BARRY MENCE )
in the presence of:- ) BARRY MENCE
M.L. Stimson
Secretary
35 Walker Drive
Leigh-on-Sea
Essex SS9 3QT
SIGNED by M.W. DEKKER )
for and on behalf of NEDERLANDSE )
PARTICIPATIE MAATSCHAPPIJ NV ) M.W. DEKKER
in the presence of: )
C. KOERTS
SIGNED by R.L.D. TUCKER )
for and on behalf of BRANDON ) R.L.D. TUCKER
LIMITED in the presence of:- ) DIRECTOR
S.E.C. ST MAUR
15 Ballastrooan
Colby
Isle of Man
(Secretary)
SIGNED by E.R.E.I. WIEBENGA )
for and on behalf of POLYDOC ) E.R.E.I. WIEBENGA
PLC in the presence of:- )
P.A. HOEBOER
5
<PAGE>
Appendix A
DATED 1998
---------------------------------------------------------
POLYDOC PLC
---------------------------------------------------------
INSTRUMENT
CONSTITUTING L1,570,920 5 per cent
CONVERTIBLE LOAN STOCK 1999
---------------------------------------------------------
STONES PORTER
26 FARRINGDON STREET
LONDON EC4A 4AQ
TEL : 0171 248 9991
REF: HTE
6
<PAGE>
THIS INSTRUMENT is made the 1998
by POLYDOC PLC (Registered No. 3217859) whose registered office is at 26
Farringdon Street London EC4A ("the Company")
THIS INSTRUMENT WITNESSES and the Company hereby declares as follows:-
1. In this Instrument unless the context otherwise requires:-
Conditions" means the Conditions set out in
Schedule 2 as from time to time
modified in the manner set out
therein
"Stock" means the principal moneys
represented by the 5 per cent
Convertible Loan Stock 1999 hereby
constituted or as the case may
require a specific proportion
thereof;
"Stockholder" means any original holder of the
stock or its successor in title
2. The Company has determined to create and hereby constitutes
L1,570,920 loan stock to be designated as 5 per cent Convertible Loan
Stock 1999
3. The Stock shall be issued in amounts or multiples of L1 at par for
cash and shall be issued and held at all times subject to the
provisions contained in this Instrument including the Conditions.
Payment for the Stock may be made in a currency other than sterling
acceptable to the Company at the rate of exchange for that currency
into sterling applicable on the date the Stock is issued
4. Every Stockholder shall be entitled to a certificate for the stock
held by it. Every certificate shall be in the form or substantially
in the form set out in Schedule 1 hereto and shall have the
Conditions annexed thereto
5. The Company shall in accordance with the Conditions pay to the
Stockholders interest on the Stock in issue for the time being
6. The Company shall in accordance with the Conditions redeem or convert
the Stock in issue from time to time
IN WITNESS whereof this Instrument has been entered in to day and year first
above written
7
<PAGE>
SCHEDULE 1
POLYDOC PLC
INCORPORATED UNDER THE COMPANIES ACTS 1985 AND 1989
REGISTERED NO. 3217859 ("THE COMPANY")
5 PER CENT CONVERTIBLE LOAN STOCK 1999 constituted by an Instrument
dated [ ] 1998 ("the Instrument") and created pursuant to the
memorandum and articles of association of the Company by a resolution of the
board of directors passed on [ ] with the benefit of and subject
to the provisions contained in the Instrument including the Conditions annexed
hereto
THIS IS TO CERTIFY THAT
of
is the registered holder of L[ ] of the above mentioned Stock subject to the
provisions contained in the Instrument including the Conditions annexed hereto
DATED the [ ]
EXECUTED and DELIVERED as a )
DEED BY POLYDOC PLC acting )
by a director and its secretary )
or two directors ) ...........................
DIRECTOR
...........................
DIRECTOR/SECRETARY
8
<PAGE>
NOTICE OF CONVERSION
TO: POLYDOC PLC ("the Company")
I/We being the registered holder of L of the 5 per cent Convertible
Loan Stock 1999 of the Company ("the Stock") represented by this Certificate
hereby give notice of my/our desire to convert into fully paid Ordinary Shares
of the Company *all/L of such Stock in accordance with the
Conditions attached to the Certificate.
I/We desire *all/ of such Ordinary Shares of the Company to be registered
in my/our name(s) and agree to accept such Ordinary Shares to be issued to me/us
pursuant hereto subject to the Memorandum and Articles of Association of the
Company and hereby authorise(s) the entry of my/our name(s) in the Register of
Members in respect thereof and the despatch of a Certificate therefor by
ordinary post at my/our risk to
at
Dated this day of 199
Signature(s) of Stockholder ..............................................
*Delete or complete as appropriate. If this space is left blank the notice will
be deemed to relate to the whole of the Stock represented by the Certificate or
all the Ordinary Shares into which such Stock may be converted (as the case may
be).
9
<PAGE>
SCHEDULE 2
THE CONDITIONS
1. DEFINITIONS
1.1 In these Conditions unless the context otherwise requires:
"Certificate" means the certificate for the Stock held by
the Stockholder issued pursuant to the
Instrument;
"Conversion Date" means in relation to the conversion of the
Stock 31 July 1999
"Conversion Rate" means (subject to adjustment pursuant
to Clause 5.2) one Ordinary Share for each
L[to be inserted - being 80% of the average
of the mid-market PRICE FOR TRANSACTIONS IN
THE COMPANY'S SHARES ON THE ALTERNATIVE
INVESTMENT MARKET OF THE LONDON STOCK
EXCHANGE OVER THE FIVE WORKING DAYS
PRECEDING THE DATE OF THE AGREEMENT TO WHICH
THIS DOCUMENT IS APPENDIX A] in nominal
amount of the Stock unless at any time after
the date of issue of the Stock and before
the Conversion Date the Company shall have
offered to its shareholders generally (but
not necessarily offered to shareholders not
resident in the United Kingdom or the
Netherlands) the opportunity to participate
in a rights issue or placing and open offer
or other similar issue at a price per
Ordinary Share fully paid of less than L[to
be inserted - being 80% of the average of
the mid-market price for TRANSACTIONS IN THE
COMPANY'S SHARES ON THE ALTERNATIVE
INVESTMENT MARKET OF THE LONDON STOCK
EXCHANGE OVER THE FIVE WORKING DAYS
PRECEDING THE DATE OF THE AGREEMENT TO WHICH
THIS DOCUMENT IS APPENDIX A] in which event
the Conversion Rate shall be one Ordinary
Share for
10
<PAGE>
each nominal amount of the Stock equal to
such price per fully paid share
"Conversion Rights" means the rights mentioned in Condition 5.1;
"Conditions" means the conditions herein set out as the
same may from time to time be modified in
accordance with these Conditions;
"Extraordinary Resolution" has the meaning set out in Condition 12.10;
"Instrument" means the Instrument (including the
Schedules thereto) dated [ ] 1998
constituting the Stock as such Instrument
may from time to time be modified in
accordance with these Conditions and shall
include any further instrument expressed to
be supplemental thereto;
"Subsidiaries" means any subsidiary of the Company (within
the meaning of Section 736(2) Companies Act
1985) ;
"Ordinary share capital"
and "Ordinary Shares" mean the Ordinary share capital of the
Company as presently constituted comprising
Ordinary Shares of 20p each;
"Register" means the register relating to the Stock
maintained by the Company in accordance with
these Conditions;
"Stock" means the L1,570,920 5 per cent Convertible
Loan Stock 1999 constituted by and to be
issued in accordance with the Instrument and
for the time being outstanding or as the
case may require a specific portion thereof
or the principal monies represented by the
same;
"Stockholders" means the several persons for the time being
entered in the Register as the holders of
the Stock
1.2 References in these Conditions to a Condition are to a paragraph of
these Conditions
1.3 The headings to the Conditions shall not affect the interpretation of
these Conditions
11
<PAGE>
1.4 References in these Conditions to statutory provisions shall be
construed as references to such statutory provisions as respectively
replaced, amended or re-enacted (whether before or after the date
hereof) from time to time and shall include any provisions of which any
subsequent statutory provisions are re-enactments (whether with or
without modification) and any subordinate legislation or regulations
made under any of the foregoing
1.5 In these Conditions where the context permits, words importing the
singular include the plural and vice versa, references to persons
include bodies corporate, unincorporated associations and partnerships
and words importing any gender include the other genders
2. STOCK
2.1 The Stock shall at all times be held subject to the provisions of the
Instrument (including these Conditions)
2.2 The Stock in issue from time to time shall rank pari passu inter se as
an obligation of the Company
3. CERTIFICATES
3.1 Every Stockholder shall be entitled to a certificate stating the amount
of the Stock held by him
3.2 Each certificate shall be sent at his own risk to the respective
Stockholder at his address shown in the Register
3.3 Joint holders of Stock shall only be entitled to one certificate in
respect of the Stock held by them jointly which certificate shall be
sent to the joint holder first named in the Register at his registered
address
4. INTEREST
4.1 Interest shall be paid half-yearly in arrears on the principal amount
of the Stock for the time being outstanding at the rate of 5 per cent
per annum and such interest shall be paid, less income or other tax
thereon which the Company is obliged by law to withhold, by payments on
every 30 June and 31 December but so that the first payment of such
interest calculated from the date of issue of any of the principal
amount of the Stock to 31 December 1998 (both dates inclusive) shall be
made on 31 December 1998. The interest on the Stock shall be calculated
on the basis of a 365 day year and shall accrue on a day to day basis
from the date of issue to the date of redemption or to the date of
cancellation
12
<PAGE>
pursuant to Condition 11, or, in respect of any Stock converted, to the
Conversion Date
4.2 Interest on the Stock may be paid in a currency other than sterling
acceptable to the relevant Stockholder at the rate of exchange for
sterling into that currency applicable on the date such interest is
payable
5. CONVERSION TERMS
5.1 Subject to Condition 5.2 each Stockholder shall on and subject to the
terms and conditions hereinafter mentioned have the right to require
the Company to allot on the Conversion Date fully paid Ordinary Shares
in accordance with Condition 5.3 in exchange for and in satisfaction of
such nominal amount of the Stock held by such Stockholder as such
Stockholder shall specify in the Conversion Notice endorsed on the
Certificate
5.2 Stock will be convertible at the Conversion Rate save that if a
variation in the issued share capital of the Company occurs (whether by
way of a capitalisation issue or any reduction, subdivision or
consolidation or whether by way of any modification to the rights
attached to the Ordinary Shares or the creation of any new class of
share capital or otherwise) which adversely affects the Conversion Rate
to the detriment of the Stockholders, then the Conversion Rate shall be
adjusted in such manner as the Company may propose and the Stockholders
may approve by way of Extraordinary Resolution as being fair and
reasonable at a Meeting or Meetings of the Stockholders convened by the
Company or any one or more of the Stockholders pursuant to the
provisions of Condition 13. In the event that such adjustment to the
Conversion Rate is not so approved in the manner aforesaid within 30
days of the date of the first of such Meetings, then the matter shall
be referred to an independent Chartered Accountant to be selected (at
the instance of any Stockholder or the Company) by the President (or
the next most senior available officer) for the time being of the
Institute of Chartered Accountants in England and Wales. Such
independent Chartered Accountant shall be a person with relevant
experience of the matter in dispute and he shall consult with such
persons with similar experience as he shall from time to time deem
appropriate and the Company, shall furnish him with such documents and
other information as he may reasonably request. Any such independent
13
<PAGE>
Chartered Accountant (whose costs shall be payable as he shall direct)
shall act as an expert and his decision shall be final and binding on
the Stockholders and the Company
5.3 Subject as hereinafter provided, for the purpose of conversion the
following provisions shall apply:-
(a) each Stockholder who wishes to exercise Conversion Rights must
complete the Conversion Notice endorsed on his Certificate in respect
of the nominal amount (being not less than L100,000 or such smaller
amount as may constitute his entire holding of Stock) of the Stock in
respect of which he wishes to exercise the Conversion Right and must
lodge the Certificate at the registered office of the Company not less
than 14 days prior to the Conversion Date; a Conversion Notice may not
be withdrawn without the consent of the Directors of the Company;
(b) if any Certificate with the Conversion Notice completed has
been so lodged with the Company the Company shall, on the Conversion
Date, allot to the Stockholder the number of ordinary shares of the
Company credited as fully paid to which the Stockholder is entitled
under Condition 5.2 and such allotment shall be in exchange for and in
satisfaction of the principal moneys outstanding on the Stock so
converted;
(c) subject to Condition 5.6 Ordinary Shares of the Company
allotted on conversion shall rank pari passu and form one class with
the ordinary share capital of the Company in issue on the Conversion
Date;
(d) interest on principal moneys outstanding on Stock converted
shall be payable in respect thereof up to and including the Conversion
Date but shall cease to accrue thereafter;
(e) as soon as practicable after the allotment pursuant to
Condition 5.3(b) and in any event no later than 21 days thereafter the
Company will issue and send free of charge to each Stockholder a
certificate in respect of the Ordinary share capital allotted on
conversion and (in the case of an exercise of the Conversion Rights in
respect of part only of the Stock) a balance Certificate for the Stock
in respect of which the Conversion Rights have not been exercised on
that occasion and which has not been redeemed pursuant to Condition 6.1
5.4 The Company shall use all reasonable endeavours to ensure that (if
appropriate) all the Ordinary share capital allotted on conversion will
upon
14
<PAGE>
allotment be admitted to trading on the Alternative Investment Market
of the Stock Exchange and the NMAX of the Amsterdam Stock Exchange and
any other stock exchange on which the Ordinary share capital of the
Company shall for the time being be listed, quoted or traded
5.5 The Company shall keep available for issue sufficient authorised but
unissued share capital to satisfy in full without the need for the
passing of any resolution by shareholders all Conversion Rights
5.6 Ordinary Shares issued on conversion shall be credited as fully paid
but shall not carry the right to receive any dividends or distributions
declared, paid or made on the Ordinary Shares by reference to a record
date which falls on or before the Conversion Date
6. REDEMPTION AND PURCHASE
6.1 The Company shall redeem at par on the Conversion Date all Stock not
previously converted or cancelled
6.2 Upon redemption of any Stock the company shall also pay the amount of
any interest accrued (but remaining unpaid) on such Stock up to and
including the date of redemption
6.3 The Company shall be at liberty at any time and from time to time to
purchase Stock by tender (available to all Stockholders alike) at any
price or to purchase Stock by private treaty
6.4 All Stock redeemed or purchased by the Company shall be cancelled and
the Company shall not be at liberty to reissue the same
6.5 On the date upon which the Stock (or any part thereof) is to be
redeemed or purchased pursuant to these Conditions each relevant
Stockholder shall be bound to deliver to the Company the Certificate
for his Stock and upon such delivery the Company shall pay to such
Stockholder the amount payable to him in respect of such redemption or
purchase. The Company shall issue free of charge to such Stockholder a
fresh certificate for any balance of his Stock not so redeemed or
purchased
6.6 The Stock, to the extent that it has not already been converted
pursuant to Condition 5 or redeemed or purchased pursuant to this
condition 6 or cancelled pursuant to Condition 11 shall (unless
otherwise agreed by the Stockholders) be repayable on the date upon
which any of the following events occurs:
15
<PAGE>
(a) if the Company fails to pay any amount of interest due to the
Stockholders within 28 days after its due date, the Company having been
given written notice by the Stockholders of such failure within 10
business days after such due date; or
(b) if a distress or other execution is levied or sued out upon or
against any part of the property or assets of the Company or any of its
Subsidiaries and is not discharged within seven business days of having
been levied or sued out; or
(c) if the Company or any of its Subsidiaries becomes insolvent,
makes a general assignment for the benefit of its creditors or is
unable to pay its debts as they fall due for the purposes of Section
123 of the Insolvency Act 1986 or admits in writing its inability to
pay its debts as they mature or anything analogous to any of such
events occurs under the law of any applicable jurisdiction; or
(d) if an encumbrancer takes possession or an administrator,
receiver, liquidator, trustee or similar officer is appointed of all or
any part of the undertaking, property or assets of the Company or any
of its Subsidiaries; or
(e) if an order is made, or an effective resolution is passed for
the winding up of, or the making of an administration order in relation
to the Company or any of its Subsidiaries; or
(f) if the Company ceases to carry on business
6.7 The amount payable on redemption, purchase or repayment pursuant to
this Condition 6 may be paid in a currency other than sterling
acceptable to the relevant Stockholder at the rate of exchange for
sterling into that currency applicable on the date of such redemption,
purchase or repayment
7. PAYMENTS
7.1 Payment of interest and principal for the time being owing on the Stock
or any part thereof shall be made by bank transfer where the registered
holder thereof has so instructed the Company and given the necessary
details but otherwise may be made by cheque or warrant drawn on the
Company's bankers and made payable to the registered holder thereof or
in the case of joint registered holders to all such holders or to such
other person or persons as the registered holder or all the joint
registered
16
<PAGE>
holders may in writing direct. All such payments shall be sent to the
registered address of the registered holder or, in the case of joint
registered holders, the registered address of the joint holder first
named in the Register or such other address as the registered holder or
all the joint registered holders may in writing direct.
7.2 If several persons are entered in the Register as joint holders of any
Stock then (without prejudice to Condition 7.1) the receipt of any one
of such persons for any monies payable on or in respect of such Stock
shall be as effective a discharge to the Company as if the person
signing such receipt were the sole registered holder of such Stock
7.3 If the Company is so required by law, the Company shall make any
deduction on account of tax or otherwise from any amount payable by it
hereunder in respect of the Stock and shall deliver to the relevant
Stockholder in respect of each amount so deducted a certificate as to
the gross amount of such payment, the amount deducted, the nature of
the deduction and the actual amount paid and certifying that the
Company has paid, or will pay, the amount deducted to the Inland
Revenue or other appropriate authority. If the Company is required to
make any such deduction, the Company shall not be required to make any
additional payment to the relevant Stockholder
8. REGISTER
8.1 A register for the Stock in issue ("Register") shall be kept by the
Company and there shall be entered in the Register:
(a) the names and addresses of the holders for the time being of
the Stock;
(b) the amount of the Stock held by the registered holders;
(c) the date at which the name of each registered holder is
entered in respect of the Stock standing in his name;
(d) the serial number of each certificate issued in respect of the
Stock and the date of the issue thereof; and
(e) particulars of all transfers of Stock
8.2 Any change of name or address on the part of any Stockholder shall
forthwith be notified to the Company and thereupon the Register shall
be altered accordingly
17
<PAGE>
8.3 A Stockholder shall be entitled at all reasonable times during usual
office hours (except when the Register shall be closed in conformity
with the provisions hereof) to inspect the Register and take copies of
and extracts from the same or any part thereof
8.4 The Register may be closed by the Company for such periods and at such
times as it may think fit provided it shall not be closed for more than
30 days in any year
9. REGISTERED HOLDER
9.1 Except as required by law or as ordered by some court of competent
jurisdiction, the Company will recognise the registered holder of any
Stock as the absolute owner thereof and will not be bound to take
notice or see to the execution of any trust whether express or implied
to which any Stock may be subject. Without prejudice to Condition 6 the
receipt of the registered holder (or, in the case of joint registered
holders, of any one of such holders) for any monies payable in respect
of the Stock shall be a good discharge to the Company notwithstanding
any notice it may have (whether express or otherwise) of the right,
title, interest or claim of any other person to or in such monies. No
notice of any trust (whether express or otherwise) shall, except as
provided by statute or as required by an order of a court of competent
jurisdiction, be entered on the Register in respect of any Stock
9.2 The executors or administrators of a deceased holder of Stock (not
being one or several joint registered holders) shall be the only person
recognised by the Company as having any title to, or interest in, such
Stock
9.3 In the case of death of any of the Joint registered holders of Stock,
the survivors or survivor shall be the only persons or person
recognised by the Company as having any title to, or interest in, such
Stock
9.4 Any person becoming entitled to any Stock in consequence of the death
or bankruptcy or liquidation of any holder may, upon producing such
evidence that he sustains the character in respect of which he proposes
to act under this Condition 9.4 or of his title as the Directors of the
Company shall think sufficient, be registered himself as the holder in
respect of such Stock or, subject to Condition 10, may transfer such
Stock
18
<PAGE>
9.5 The Company shall not be bound to register more than 4 persons as the
joint holders of any of the Stock
10 TRANSFERS OF STOCK
10.1 Every Stockholder shall be entitled to transfer in whole or in part,
any Stock held by him but, if in part, in a nominal amount of not less
than L100,000 or such smaller amount as may constitute his entire
holding of Stock
10.2 An instrument of transfer shall be in writing in the usual common form
10.3 Every instrument of transfer must be signed by or on behalf of the
transferor or, where the transferor is a corporation, given under its
common seal or in accordance with all necessary corporate action
required to duly authorise the execution and delivery of such
instrument of transfer and the transferor shall be deemed to remain the
owner of the Stock until the name of the transferee is entered in the
Register in respect thereof
10.4 Every instrument of transfer must be left for registration at the
registered office of the Company, or at the place where the Register
shall for the time being be kept, accompanied by the certificate or
certificates for the Stock to be transferred and such other evidence as
the Directors of the Company may reasonably require to prove the title
of the transferor or his right to transfer such Stock and, if the
instrument of transfer is executed by some other person on the
transferor's behalf, the authority of that person so do to. All
instruments of transfer which shall be registered shall be retained by
the Company. No fee shall be charged for registration
11 REPLACEMENT CERTIFICATES
11.1 If any certificate for the Stock is worn out or defaced then, upon
production thereof to the Directors of the Company they may cancel and
retain the same and may issue a new certificate in lieu thereof
11.2 If any such certificate is lost or destroyed then, upon proof thereof
to the satisfaction of the Directors of the Company and on such terms
as to evidence and indemnity as the Directors of the Company may deem
adequate being given and the payment of all out of pocket expenses of
the Company in investigating such evidence and preparing the requisite
indemnity, a new certificate in lieu thereof may be issued to the
person entitled to such lost or destroyed certificate
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11.3 An entry as to the issue of the new certificate and indemnity (if any)
shall be made in the Register
12 MEETINGS OF THE STOCKHOLDERS
12.1 The Company, or any one or more of the Stockholders holding or together
holding not less than one-tenth of the Stock for the time being
outstanding, may at any time convene a Meeting of the Stockholders to
be held at such place as the Company or such Stockholder or
Stockholders (as the case may be) may determine by giving not less than
14 days' notice thereof (exclusive of the day on which the notice is
served and of the day on which the Meeting is to be held) to the
Stockholders and (if convened by any one or more of the Stockholders)
to the Company
12.2 The Notice convening any Meeting shall specify the place, day and hour
of the Meeting and the general nature of the business to be transacted
but it shall not be necessary (except in the case of an Extraordinary
Resolution) to specify in the Notice the terms of the resolution(s) to
be proposed
12.3 At any Meeting of Stockholders a person or persons holding or
representing by proxy at least one-tenth in value of the Stock for the
time being outstanding shall form a quorum for the transaction of
business except for the purpose of passing an Extraordinary Resolution.
The quorum for passing an Extraordinary Resolution shall be the holders
present in person or by proxy of 50 per cent or more in nominal value
of the Stock for the time being outstanding. No business shall be
transacted at any Meeting unless the requisite quorum is present
12.4 The Chairman for the time being of the Board of Directors of the
Company shall be entitled to take the chair at any Meeting of the
Stockholders but, unless he is a Stockholder, he shall not be entitled
to vote at any such Meeting. If at any Meeting the Chairman shall not
be present within 5 minutes after the time appointed for holding the
Meeting, the Stockholders present shall choose one of their number to
be Chairman at that Meeting
12.5 If within 15 minutes from the time appointed for the Meeting a quorum
is not present the Meeting, if convened on the requisition of
Stockholders, shall be dissolved and in any other case it shall stand
adjourned to such
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day (not being less than 14 or more than 28 days after the date of the
Meeting from which such adjournment takes place) and time and place as
the Chairman of the Meeting shall direct Provided that at least 7 days'
notice shall be given of such adjourned Meeting and such notice shall
state that the Stockholders present whatever their number or the
nominal value of the Stock held or represented by them will constitute
a quorum for all purposes
12.6 A resolution put to the vote of a Meeting shall be decided on a show of
hands unless before or on the declaration of the result of the show of
hands a poll is duly demanded by the Chairman of the Meeting or by
Stockholders holding at least one-tenth in value of the Stock for the
time being outstanding and a demand by a representative or proxy for a
Stockholder shall be the same as a demand by that Stockholder
12.7 On a show of hands every Stockholder who (being an individual) is
present in person or (being a corporation) is present by its authorised
representative shall have 1 vote. On a poll every Stockholder present
in person or by representative or by proxy shall have 1 vote for every
L1 of Stock of which he is the holder. In the case of joint registered
holders of Stock the vote of the senior who tenders a vote whether in
person or by proxy shall be accepted to the exclusion of the votes of
the other joint holders and for this purpose seniority shall be
determined by the order in which the names stand in the Register in
respect of the joint holding. A person appointed to act as proxy need
not be a Stockholder
12.8 A Meeting of the Stockholders shall, in addition to any other powers
have the following powers exercisable by Extraordinary Resolution:
(a) power to sanction any modification, compromise, abrogation or
arrangement in respect of the Stockholders against the Company; and
(b) power to assent to any modification or abrogation of the
provisions contained in these Conditions, or to which the Stock is
subject proposed or agreed to by the Company
12.9 An Extraordinary Resolution passed at a Meeting of the Stockholders
duly convened and held in accordance with those Conditions shall be
binding upon all the Stockholders whether present or not at such
Meeting and each of the Stockholders shall be bound to give effect
thereto accordingly. A resolution in writing signed by all the
Stockholders shall
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be as valid and effectual as if it had been passed as an Extraordinary
Resolution at a Meeting of the Stockholders duly convened and held.
Each of the Stockholders shall, if the Company so requests, surrender
the certificate(s) for his Stock to the company so that a memorandum of
any such Extraordinary Resolution or resolution in writing may be
endorsed thereon or annexed thereto
12.10 The expression "Extraordinary Resolution" means a resolution passed at
a Meeting of the Stockholders duly convened and held in accordance with
the provisions contained in these Conditions relative to a Meeting for
passing an Extraordinary Resolution by a majority consisting of not
less than three-fourths of the persons voting thereat on a show of
hands or, on a poll, by a majority consisting of not less than
three-fourths of the votes given on such poll
13. NOTICES
Any notice to the Company or a Stockholder (as the case may be)
required for any purpose may be served personally or by sending it
through the post in a prepaid letter addressed to the Company or
its/their respective registered offices for the time being or to such
Stockholder at his registered address. In the case of joint registered
holders, such service shall be effected on all the joint holders by
service on the Stockholder first named in the Register at his
registered address. Where a notice or other document is served by post,
service shall be deemed to have been effected on the day after the date
on which it is posted and in proving such service it shall be
sufficient to prove that the letter was properly addressed, stamped and
posted and, where a notice or other document is served personally shall
be deemed to be effected immediately upon delivery
14. CONTINUING EFFECT
The Instrument (including these Conditions) shall enure for the benefit
of, and shall be binding upon all persons for the time being registered
as holders of any of the Stock, and any person claiming through or
under any of them, each of whom may sue, or be sued, for the
performance or observance of the provisions thereof so far as his
holding is concerned
15. SHAREHOLDERS' COMMUNICATIONS
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The Company shall send to the Stockholders a copy of all circulars
reports and other written communications sent to all the holders of
Ordinary Shares in the Company at the time the same are sent to such
holders
16. PROPER LAW
The Instrument, these Conditions and the Stock shall be governed by and
construed in accordance with English law and the courts of England
shall have jurisdiction in respect thereof
EXECUTED and DELIVERED )
as a Deed by POLYDOC PLC )
acting by a director and its )
secretary or two directors )
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Appendix B
POLYDOC PLC
(INCORPORATED IN ENGLAND UNDER THE COMPANIES ACT 1985 - NO. 3217859)
ORDINARY SHARE WARRANT
THIS IS TO CERTIFY THAT
of
has been granted the right to subscribe on or before 31 December 2000 ("the
Exercise Date") for up to 300,000 ordinary shares of 20p each in PolyDoc Plc
("the Company") at [TO BE INSERTED - BEING 80% OF THE AVERAGE OF THE MID-MARKET
PRICE FOR TRANSACTIONS IN THE COMPANY'S SHARES ON THE ALTERNATIVE INVESTMENT
MARKET OF THE LONDON STOCK EXCHANGE OVER THE FIVE WORKING DAYS PRECEDING THE
DATE OF THE AGREEMENT TO WHICH THIS DOCUMENT IS APPENDIX A] per ordinary share
("the Subscription Price") subject to the conditions attached and subject to the
Memorandum and Articles of Association of the Company.
Executed and delivered as a Deed ) Director........................
by POLYDOC PLC acting by a )
director and its secretary or two ) Director/
directors Secretary.......................
Dated 1998
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FORM OF EXERCISE
The Company Secretary,
PolyDoc Plc
I, the undersigned hereby exercise my right to subscribe for
** ordinary shares comprised in this Warrant and agree to accept the
shares to be allocated pursuant to this Form of Exercise subject to the
Memorandum and Articles of Association of the Company, and hereby request you to
place my name on the Register of Members in respect thereof.
I enclose a remittance for L *** in favour of PolyDoc Plc being the amount
payable on subscription for the shares in respect of which this Warrant is now
exercised.
I hereby request you to despatch a certificate for the ordinary shares to be
registered in my name and, if applicable, a balance Warrant by ordinary post at
my risk to the address stated below.
Signature: ...................... Address: ........................
Name: ..................... ..........................
Dated: ..................... ..........................
** Please indicate the number of shares you wish to subscribe for. If no
number is inserted, you will be deemed to have exercised your rights in
respect of that number of shares which may be subscribed for with the
amount of remittance. If the Option is exercised in part, it must be in
respect of multiples of 1,000 shares.
*** The remittance should be for an amount equal to the Subscription Price
per share multiplied by the number of shares applied for.
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CONDITIONS:
1. The right to subscribe pursuant to this Warrant may be exercised by
the completion and delivery to the registered office of the Company
of the Form of Exercise on the reverse and the payment to the Company
of the aggregate Subscription Price therefor by the holder of the
Warrant.
2. The right to subscribe pursuant to this Warrant may be exercised in
whole or in part on or before the Exercise Date and to the extent not
so exercised then this Warrant shall be null and void and no
subscription rights thereunder shall be exercisable thereafter.
3. This Warrant shall not be transferable and any disposal or transfer
voluntary or involuntary of this Warrant or any right hereunder shall
(except as mentioned in Condition 4) be void and cause the right to
subscribe pursuant to this Warrant to cease to be exercisable.
4. If the holder of this Warrant dies before exercising any rights
hereunder then such rights may be exercisable by his personal
representatives.
5. If a variation in the issued share capital of the Company occurs
(whether by way of a capitalisation or rights issue or any reduction,
subdivision or consolidation or whether by way of any modification to
the rights attached to the ordinary shares in the Company or of the
creation of any new class of share capital or otherwise) which
adversely affects the right to subscribe pursuant to this Warrant,
then the Subscription Price or the shares to be issued on
subscription shall be adjusted in such manner as the Company and the
holder of this Warrant may agree as being fair and reasonable
6. Ordinary shares of the Company issued on the Exercise Date shall be
credited as fully paid but shall not carry the right to receive any
dividends or distributions declared, paid or made on the ordinary
shares of the Company by reference to a record date which falls on or
before the Exercise Date but otherwise shall rank pari passu and form
one class
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with the ordinary share capital of the Company in issue on the
Exercise Date.
7. The Company shall use all reasonable endeavours to ensure that (if
appropriate) all the ordinary shares of the Company allotted on
exercise of this Warrant will upon allotment be admitted to trading
on the Alternative Investment Market of the Stock Exchange and the
NMAX of the Amsterdam Stock Exchange and any other stock exchange on
which the Ordinary share capital of the Company shall for the time
being be listed, quoted or traded
8. The Company shall keep available for issue sufficient authorised but
unissued share capital to satisfy in full without the need for the
passing of any resolution by shareholders all rights to subscribe
pursuant to this Warrant.
9. This Warrant shall be governed by and construed in accordance with
English law and the courts of England shall have jurisdiction in
respect thereof.
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APPENDIX C
POLYDOC PLC
RESOLUTIONS
PART 1
SPECIAL RESOLUTIONS
That:
(i) the Directors be generally and unconditionally authorised pursuant to
and in accordance with Section 80 of the Companies Act 1985 to exercise all the
powers of the Company to allot relevant securities (within the meaning of that
Section) up to a maximum aggregate nominal amount of L2,256,923 but so that such
authority (unless previously renewed revoked or varied) is to expire at the
conclusion of the Annual General Meeting of the Company to be held in 1999 or on
31 July 1999, whichever is earlier, but so that the Company may, before such
expiry, make an offer or agreement which would or might require relevant
securities to be allotted after such expiry and the Directors may allot relevant
securities pursuant to any such offer or agreement as if such authority had not
expired
(ii) the Directors be empowered pursuant to Section 95 of the Companies Act
1985 to allot equity securities (as defined in Section 94(2) of that Act) for
cash pursuant to the authority conferred by paragraph (i) above as if Section 89
(1) of that Act did not apply to any such allotment provided that such power is
limited to:
(a) the issue for cash of up to L1,570,920 of 5 per cent Convertible Loan
Stock 1999 and the allotment thereafter on conversion of such Loan
Stock of equity securities and the issue to the subscribers of such
Loan Stock of Warrants giving the right to subscribe in cash for a
maximum aggregate nominal amount of L180,000 of additional equity
securities
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and the allotment thereafter on exercise of such right of such equity
securities; and
(b) the allotment of equity securities in connection with an issue or
offering by way of rights to ordinary shareholders where the equity
securities respectively attributable to the interests of ordinary
shareholders are proportionate (as nearly as may be practicable) to the
respective numbers of ordinary shares held by or deemed to be held by
them on the record date of such allotment, but subject to such
exclusions or other arrangements as the Directors may deem necessary or
expedient to deal with any fractional entitlements or any legal or
practical problems under the laws of any overseas territory or the
requirements of any regulatory authority or any stock exchange; and
(c) the allotment (otherwise than pursuant to paragraph (ii) (a) or (b)
above) of equity securities up to a maximum aggregate nominal amount of
L170,000;
and is to expire at the conclusion of the Annual General Meeting of the Company
to be held in 1999 or on 31 July 1999, whichever is the earlier, save that the
Company may before such expiry make offers or agreements which would or might
require equity securities to be allotted after such expiry and the Directors may
allot equity securities pursuant to any such offer or agreement as if such power
had not expired.
PART 2
ORDINARY RESOLUTION
That the issue by the Company to Mr Barry Mence of
(i) L523,640 nominal of 5% Convertible Loan Stock 1999; and
(ii) Share Warranties entitling him to subscribe for up to 300,000 ordinary
shares of 20p each in the Company for cash [TO BE INSERTED - BEING 80% OF THE
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AVERAGE OF THE MID-MARKET PRICE FOR TRANSACTIONS IN THE COMPANY'S SHARES ON THE
ALTERNATIVE INVESTMENT MARKET OF THE LONDON STOCK EXCHANGE OVER THE FIVE WORKING
DAYS PRECEDING THE DATE OF THE AGREEMENT TO WHICH THIS DOCUMENT IS APPENDIX A]
per share at any time on or before 31 December 2000;
on the terms set out in the circular to shareholders in the Company sent with
the notice convening this meeting, be and are hereby approved.
30
