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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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 7, 1998
CB RICHARD ELLIS SERVICES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 001-12231 52-1616016
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(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
533 SOUTH FREMONT AVENUE, LOS ANGELES, CALIFORNIA 90071
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (213) 613-3123
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 8, 1998, CB Richard Ellis Services, Inc. (the "Company") issued a
press release announcing that it has completed the acquisition of Hillier Parker
May & Rowden, a London-based commercial property services firm operating in the
United Kingdom ("Hillier Parker"). The purchase price for Hillier Parker was
$70.1 million payable in a combination of cash and stock. The Company funded the
cash portion of the purchase with a borrowing under the Company's amended
revolving credit facility. The press release is filed as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) The following are furnished as exhibits to this report:
2 Form of Offer by the Partners of Hillier Parker May & Rowden for the
Sale of the Entire Business of the Partnership to CB Hillier Parker
Limited dated July 7, 1998.
99 Press release dated July 8, 1998 issued by CB Richard Ellis Services,
Inc.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On July 7, 1998 the Company completed its acquisition of Hillier Parker May
& Rowden. A portion of the $70.1 million purchase price was payable in shares of
Company common stock. A total of 208,263 shares of Company common stock were
issued to the former Hillier Parker May & Rowden partners. These shares were not
registered under the Securities Act of 1933, as amended, in reliance upon
Regulation S. The Company has agreed to register the shares for re-sale by the
former partners.
On April 17, 1998 the Company completed its acquisition of the outstanding
share capital of REI Limited, the holding company for all Richard Ellis
operations outside of the United Kingdom. As previously announced, a portion of
the purchase price was payable in shares of Company common stock. A total of
1,328,638 shares of Company common stock were offered and sold to the former
shareholders of REI Limited pursuant to the terms of the acquisition, of which
1,302,543 shares were not registered under the Securities Act of 1933, as
amended, in reliance upon Regulation S. (The preceding share amounts correct the
previously reported amounts in the Company's Current Report on Form 8-K dated
June 29, 1998.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CB RICHARD ELLIS SERVICES, INC.
Date: July 14, 1998 By: /s/ John C. Haeckel
--------------------------------
John C. Haeckel
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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2 Form of Offer by the Partners of Hillier Parker May & Rowden for the
Sale of the Entire Business of the Partnership to CB Hillier Parker
Limited dated July 7, 1998.
99 Press release dated July 8, 1998 issued by CB Richard Ellis Services,
Inc.
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EXHIBIT 2
OFFER
by the partners of
HILLIER PARKER MAY & ROWDEN
for the sale of the entire business of the partnership to
CB HILLIER PARKER LIMITED
HERBERT SMITH
Exchange House
Primrose Street
London EC2A 2HS
Tel: 0171-374 8000
Fax: 0171-374 0888
Ref: 70/C412/30750228
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
CLAUSE HEADINGS PAGE
<S> <C>
1. INTERPRETATION...................................................................................... 1
2. THE OFFER........................................................................................... 8
3. LIABILITIES......................................................................................... 9
4. THE REGULATED....................................................................................... 10
5. COMPLETION ACCOUNTS................................................................................. 11
6. THE BUSINESS PREMISES............................................................................... 13
7. THE EMPLOYEES AND THE DISCLOSED SCHEMES............................................................. 13
8. THIRD PARTY CONSENTS AND THE CONTRACTS.............................................................. 13
9. COMPLETION.......................................................................................... 14
10. DEFAULT AT COMPLETION............................................................................... 16
11. WARRANTIES.......................................................................................... 17
12. LIMITATION ON LIABILITY AND POST COMPLETION ADJUSTMENTS............................................. 17
13. PURCHASER'S RIGHTS.................................................................................. 19
14. THIRD PARTY NOTICES................................................................................. 19
15. ACCESS TO INFORMATION............................................................................... 19
16. VAT AND RELATED MATTERS............................................................................. 20
17. ANNOUNCEMENTS....................................................................................... 21
18. MISCELLANEOUS....................................................................................... 21
19. COSTS............................................................................................... 22
20. NOTICES............................................................................................. 23
21. GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS.................................................. 23
SCHEDULE 1 - THE PARTNERS............................................................................... 28
SCHEDULE 2 - THE WARRANTIES............................................................................. 31
SCHEDULE 3 - THE BUSINESS INTELLECTUAL PROPERTY RIGHTS.................................................. 47
SCHEDULE 4 - THE BUSINESS PREMISES...................................................................... 52
SCHEDULE 5 - THE EMPLOYEES.............................................................................. 62
SCHEDULE 6 - THE TRADE INVESTMENTS...................................................................... 65
SCHEDULE 7 - THE COMPANIES.............................................................................. 65
SCHEDULE 8 - THE INCENTIVE POOL......................................................................... 68
SCHEDULE 9 - THE ANNUITANTS............................................................................. 70
SCHEDULE 10 - PAYMENTS TO PARTNERS (INCLUDING INTEREST)................................................. 72
SCHEDULE 11 - THE HPI GROUP............................................................................. 73
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DOCUMENTS IN AGREED FORM
Employment agreements
Certificates of Title
Assignment of Business Intellectual Property Rights
Notice to third parties
Notice to Employees
Deed of novation (Pensions)
Disclosure Letter
Deed of Guarantee
Assignment of Business Premises
Incentive Pool allocations
Memorandum
Deed of covenant (Restrictive Covenants)
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THIS OFFER is made on 7th July 1998 by THE PERSONS whose names and addresses are
set out in Schedule 1 (the "PARTNERS" and severally a "PARTNER").
INTRODUCTION:
(A) The Partners carry on a real estate services business in partnership under
the name "Hillier Parker May & Rowden" as a going concern and wish to sell
that business to CB Hillier Parker Limited, a company incorporated in
England with registered number 3536032 whose registered office is at
Berkeley Square House, Berkeley Square, London W1X 6AN (the "PURCHASER"),
upon the terms and for the consideration set out in this Offer.
(B) The Partners warrant to the Purchaser in the terms set out in Schedule 2
with the intention that the Purchaser should rely upon such warranties in
accepting this Offer.
TERMS OF THE OFFER:
1. INTERPRETATION
1.1 In this Offer, including its Schedules, each of the following words and
expressions shall, unless the context requires otherwise, have the
following meaning:
"ACCOUNTS" means the audited consolidated balance sheet of the Business as
at the Accounts Date and the audited consolidated profit and loss account
of the Business in respect of the 12 months ended on the Accounts Date, as
attached to the Disclosure Letter;
"ACCOUNTS DATE" means 30th April 1998;
"AGREED RATE" means the base rate of Barclays Bank PLC from time to time;
"AGREEMENT" means the contract arising out of acceptance by the Purchaser
of this Offer;
"ANNUITANTS" means the persons entitled to annuities pursuant to paragraph
7 of Part II of Schedule 5 to the Partnership Agreement (as set out in Part
I of Schedule 9) or otherwise entitled to pensions (as set out in Part II
of Schedule 9);
"ANNUITIES COST" means the total cost to the Purchaser of complying with
its obligations pursuant to sub-clause 8.8;
"ANNUITY OBLIGATIONS" means the obligations of the Partners pursuant to
paragraph 7 of Part II of Schedule 5 to the Partnership Agreement and other
obligations of the Partners to pay pensions to former partners of the
Partnership or their widows or other dependants as set out in Part II of
Schedule 9;
"APPROPRIATE PROPORTION" means, in relation to any Partner, that proportion
which the amount or value of the consideration paid or payable to him or
her pursuant to the terms of this Offer bears to the total amount or value
of the consideration paid or payable to the Partners under it;
"BOARD" means the executive committee of the Partnership appointed pursuant
to the Partnership Agreement or, after Completion, the former Partners
represented on the Board of the Purchaser;
"BOOK DEBTS" means the book debts of the Partnership as at Completion;
"BUSINESS" means the business carried on by the Partners at the date
hereof, through the Partnership and the Companies, of providing real estate
and related services under the name "Hillier Parker May & Rowden";
"BUSINESS ASSETS" means the Contracts, the Goodwill, the Book Debts, the
Work in Progress, the Business Intellectual Property Rights, the Business
Premises, the Fixed Plant and Machinery, the Moveable Plant and Machinery,
the Business Records (to the extent that the Partners are not required by
law to retain them), the Trade Investments, the Companies (other than any
Company within the HPI Group) and any cash balances of the Business at
Completion (other than any cash balances representing amounts held as at
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Completion in respect of current or loan accounts of the Partners or tax or
deferred tax reserves of the Partners or former partners of the
Partnership) as set out in the Disclosure Letter;
"BUSINESS INTELLECTUAL PROPERTY RIGHTS" means the Intellectual Property
Rights relating to or used in connection with the Business at Completion,
including, without limitation, the patents, registered designs, trademarks
and applications of which brief particulars are set out in Schedule 3;
"BUSINESS PREMISES" means those properties used or occupied by the
Partnership in connection with the Business at Completion, brief
particulars of which are set out in Part I of Schedule 4, together with all
buildings and fixtures other than those items affixed to the Business
Premises by any sub-lessee which can be removed under the terms of the
applicable sub-lease;
"BUSINESS RECORDS" means all the information and records of the Partnership
in relation to the Business, including:
A. all Confidential Information;
B. all other accounting, financial, marketing, sales, supply, personnel,
management and technical information, correspondence and literature;
C. all correspondence relating to amounts owed by or to the Business; and
D. all drawings, software, disks and other material embodying,
incorporating or constituting any of the Business Intellectual
Property Rights,
in each case, in whatever form or medium it is held or recorded;
"BUSINESS DAY" means a day (not being a Saturday) on which banks are open
for general banking business in the City of London;
"CBRE" means CB Richard Ellis, Inc., a company incorporated in the State of
Delaware, USA whose registered office is at 533 South Fremont Avenue, Los
Angeles, California 90071-1798, USA;
"CBRES" means CB Richard Ellis Services, Inc., a company listed on the NYSE
and incorporated in the State of Delaware, USA, whose registered office is
at 533 South Fremont Street, Los Angeles, California 90071-1798, USA;
"CBRES GROUP" means CBRES and its direct and indirect subsidiaries from
time to time;
"CBRES SHARES" means shares of common stock, par value US$0.01, of CBRES;
"CERTIFICATES OF TITLE" means the certificates of title in the agreed form
in respect of each of the Business Premises other than the Business
Premises listed at H in Part I of Schedule 4 to be delivered by the
Partners' Solicitors and the Partners' Scottish Solicitors to the
Purchaser's Solicitors and the Purchaser's Scottish Solicitors at
Completion in accordance with sub-clause 9.2.4 and Part II of Schedule 4;
"CLOSING MID-POINT" means the average of the closing spot rates for the
purchase of US Dollars for Pounds Sterling and the sale of US Dollars for
Pounds Sterling as quoted by WM/Reuters and reported in the Financial
Times;
"COMPANIES" means the companies listed in Schedule 7;
"COMPANIES ACTS" means the Companies Acts 1985 to 1989;
"COMPANIES' CONTRACTS" means any Contract or Contracts to the extent that a
Company has the benefit or burden thereof;
"COMPLETION" means completion of the sale and purchase of the Business in
accordance with clause 9;
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"COMPLETION ACCOUNTS" means the consolidated balance sheet of the Business
as at Completion and the consolidated profit and loss account of the
Business in respect of the period from 1st May 1998 to Completion prepared
and determined in accordance with clause 5;
"COMPLETION CBRES SHARE PRICE" means the average closing price of a CBRES
Share on the NYSE for the ten (10) trading days ending on the day prior to
Completion;
"COMPLETION DATE" means the date Completion occurs pursuant to sub-clause
9.1;
"COMPLETION EXCHANGE RATE" means the average Closing Mid-Point exchange
rate for the ten (10) business days ending on the day prior to Completion;
"CONFIDENTIAL INFORMATION" means all confidential information relating to
the Business including all financial, marketing and technical information,
ideas, concepts, technology, processes and knowledge together with lists or
details of customers, suppliers, fees, discounts, margins, current trading
performance and future business strategy and any information derived from
any of them and subsisting at Completion but excluding any such information
which is in the public domain other than by reason of any breach by any
party bound thereby of any confidentiality undertaking in relation to the
Business, by the Partners of their obligations pursuant to this Offer or,
in the event that the Purchaser accepts this Offer, of its obligations
pursuant hereto;
"CONSIDERATION SHARES" means the CBRES Shares to be allotted to the
Partners in part consideration for the sale and purchase of the Business
and the Business Assets;
"CONTRACTS" means all current contracts and engagements of the Partnership
connected with the Business at Completion including those which are set out
in a schedule attached to the Disclosure Letter but excluding the Leases;
"CREDITORS" means the aggregate amount owed by the Partnership in
connection with the Business to or in respect of trade creditors and
accrued charges, any trade bills payable and other creditors but not any
amounts in respect of damages for breach of contract or tortious
liabilities unless included as Liabilities;
"DEBTORS" means the aggregate amount owed to the Partnership in connection
with the Business by or in respect of trade debtors, trade bills receivable
and other debtors at Completion;
"DEED OF GUARANTEE" means a deed in the agreed form executed by CBRE in
favour of the Partners to be delivered at Completion pursuant to sub-clause
9.3.3;
"DISCLOSED SCHEMES" means:
A. the Hillier Parker May & Rowden Superannuation Fund, established by a
trust deed dated 10th September 1923 made between (1) William Angus
Hillier and others and (2) Douglas Overall and Frederick Douglas
Conrath (the "STAFF SCHEME");
B. the Hillier Parker May & Rowden Life Assurance Scheme;
C. the Hillier Parker Management Services Limited Pension and Life
Assurance Plan with General Accident;
D. the Hillier Parker Management Services Limited Retirement and Death
Benefits Scheme with London and Manchester;
E. the Hillier Parker Management Services Limited Group Personal Pension
Plan with Scottish Provident;
F. the Hillier Parker Management Services Limited Group Personal Pension
Plan with Norwich Union;
G. the Hillier Parker May & Rowden Discretionary Retirement Benefits
Plan; and
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H. the Hillier Parker May & Rowden Supplementary Pension Scheme;
"DISCLOSURE LETTER" means the letter from the Partners' Solicitors to the
Purchaser's Solicitors in the agreed form delivered immediately prior to
acceptance of this Offer and setting out disclosures against the
Warranties;
"EMPLOYEES" means all the employees engaged in the Business immediately
before Completion whose names are set out in schedules attached to the
Disclosure Letter;
"EQUITY SHARE" means the shareholding of each Partner in the Partnership as
a proportion of all such shareholdings, as set out in Schedule 1;
"EXCLUDED LIABILITIES" means:
A. any personal or partnership liability for taxation calculated by
reference to the profits (or deemed profits) of the Business (whether
such profits are income or capital profits) for which the Partners are
or will become liable (including, without limitation, any liability of
the Partners to capital gains tax, income tax or class 2 and 4
national insurance contributions), whether or not such a liability for
taxation has arisen or will have arisen at Completion;
B. any liability of the Partners (or any one of them) inter se;
C. any liability to former partners of the Partnership save as provided
in sub-clause 8.8; and
D. all other liabilities of the Business at Completion other than those
which fall within the definition of "Liabilities";
"FIXED PLANT AND MACHINERY" means the fixed plant and machinery and effects
and all other fixtures and fittings employed in the Business at the
Business Premises at Completion including, without limitation, those
referred to in a list attached to the Disclosure Letter but excluding any
landlord's fixtures and fittings;
"GOODWILL" means the goodwill of the Partnership in relation to the
Business together with the exclusive right, insofar as the Partners can
grant it, for the Purchaser to represent itself as carrying on the Business
in succession to the Partnership from Completion, together with all trade
names associated with the Business;
"HPI GROUP" means Hillier Parker International Limited ("HPI") and its
direct and indirect subsidiaries as at the Completion Date, details of
which are set out in Schedule 11;
"INCENTIVE POOL" means the incentive pool to be established by the
Purchaser for the benefit of senior employees of the Business (excluding,
for the avoidance of doubt, the Partners) in accordance with the terms of
Schedule 8;
"INTELLECTUAL PROPERTY RIGHTS" means all inventions, patents, registered
designs, design rights, database rights and copyrights, know-how and trade
marks (whether registered or not) and the goodwill therein and applications
for any of the same and any right or forms of protection of a similar
nature and having equivalent or similar effect to any of them which may
subsist anywhere in the world;
"LEASES" means the leases and/or underleases under which the Business
Premises are held and of which brief particulars are set out in Part I of
Schedule 4 and includes all documentation supplemental to or associated
with whose Leases and/or underleases and which are referred to in the
Certificates of Title;
"LIABILITIES" means the following liabilities of the Business at Completion
(other than the Excluded Liabilities) that is to say such liabilities:
A. to the extent they are reflected in the Accounts;
B. which are listed in schedules attached to the Disclosure Letter or
fairly disclosed in the Disclosure Letter or in the Certificates of
Title;
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C. which have been incurred in the ordinary course of the Business up to
a maximum of (Pounds)25,000 (excluding VAT) per liability (treating
liabilities arising out of the same facts or circumstances as one
liability for the purposes of this sub-clause);
D. to the extent that they are the burden of the Contracts (but not any
liabilities relating to pre-Completion acts or omissions in breach of
the Contracts, save to the extent otherwise included within the
definition of Liabilities);
E. which could reasonably be expected to have been covered by and to have
been recoverable under the insurances in place in relation to the
Business as at the date of this Offer (such insurances being detailed
in a schedule attached to the Disclosure Letter) had such insurances
been in force as at the date on which the existence of the liability
was first notified to the Purchaser;
F. which are amounts which would have been irrecoverable policy excesses
in respect of such insurances (had such insurances been in force as at
the date on which the existence of the liability was first notified to
the Purchaser and provided that the claim could reasonably have been
expected to have been covered by and to have been recoverable under
the policy save as to such irrecoverable policy excesses) provided
that no such amount shall be deemed to be a Liability to the extent
that it would, together with any such amounts already paid and the
amounts of any relevant claims previously made in accordance with the
provisions of clause 12, exceed (Pounds)500,000 (excluding VAT);
G. which are first disclosed to the Purchaser, or in respect of which the
Purchaser otherwise first becomes aware that a liability may arise,
after 31st December 2000 and the Purchaser shall without limitation be
deemed to have become aware prior to 31st December 2000 that a
liability may arise if it bona fide notifies the Partners thereof;
H. which are referable to property management and/or building maintenance
activities carried on in the ordinary course of the Business except
for claims by the owner of the property or other person who has
contracted for the supply of such services or by a government or
governmental agency unless otherwise included in the definition of
Liabilities;
I. which are due to third parties by way of sub-agents' commission or
otherwise ("THIRD PARTY PAYMENT") to the extent that (i) provision for
such amounts is made in the Accounts or the Completion Accounts or
(ii) the Partners, the Purchaser or such other owner of the Business,
from time to time, receives payment out of which the Third Party
Payment is due to be paid; or
J. which fall upon the Partners in connection with or by reason of the
Partnership's previous ownership of the HPI Group and/or by reason of
indemnities provided by the Partners (whether before or after
Completion) to directors of companies within the HPI Group and which
are fairly disclosed in the Disclosure Letter;
"MEMORANDUM" means a memorandum in the agreed form for the purposes of
Section 2 Law of Property (Miscellaneous Provisions) Act 1989 executed by
the Partners and the Purchaser to be delivered at Completion pursuant to
clause 9;
"MOVABLE PLANT AND MACHINERY" means the movable plant and machinery,
tools, equipment and furniture employed in the Business at Completion
including, without limitation, the vehicles and the movable plant and
machinery of which brief particulars are set out in lists attached to the
Disclosure Letter;
"NOMINATED BANK ACCOUNT" means, in the case of the Partners, the Partners'
Solicitors' clients account number 02500027 at National Westminster Bank
plc, Bouverie House Branch, 156 Fleet Street, London EC4Y 1LT (sort code
50-21-16) and, in the case of the Purchaser, the bank account at a branch
of a clearing bank in the United Kingdom nominated by the Purchaser for
receipt of any payment due to it pursuant to the terms of this Offer;
"NYSE" means the New York Stock Exchange, Inc.;
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"PARTNERS' ACCOUNTANTS" means Deloitte & Touche of Hill House, 1 Little New
Street, London EC4A 3TR;
"PARTNERSHIP" means the unlimited partnership of Hillier Parker May &
Rowden, as constituted by a partnership agreement dated 1st May 1993 (the
"PARTNERSHIP AGREEMENT") and governed by a partnership memorandum dated
April 1996 (the "PARTNERSHIP MEMORANDUM");
"PARTNERS' SOLICITORS" means Titmuss Sainer Dechert of 2 Serjeants' Inn,
London EC4Y 1LT and "PARTNERS' SCOTTISH SOLICITORS" means Fyfe Ireland of
Orchard Brae House, 30 Queensferry Road, Edinburgh EH4 2HG;
"PRE-COMPLETION PERIOD" means the period commencing on 1st May 1998 and
ending on the Completion Date;
"PURCHASE PRICE" means (Pounds)44,500,000;
"PURCHASERS' ACCOUNTANTS" means Arthur Andersen of 1 Surrey Street, London
WC2R 2PS;
"PURCHASER'S SOLICITORS" means Herbert Smith of Exchange House, Primrose
Street, London EC2A 2HS and "PURCHASER'S SCOTTISH SOLICITORS" means Semple
Fraser W.S. of 130 St Vincent Street, Glasgow G2 5HF;
"REGISTRATION STATEMENT" means the Form S-3 registration statement under
the Securities Act filed by CBRES and which became effective on 17th April
1998;
"REGULATED COMPANIES" means Hillier Parker Financial Services Limited and
Hillier Parker Investment Management Limited, two of the Companies;
"RTPA" means the Restrictive Trade Practices Acts 1976 and 1977;
"SCOTTISH PROPERTIES" means those of the Business Premises which are
situated in Edinburgh or Glasgow;
"SEC" means the United States Securities Exchange Commission;
"SECURITIES ACT" means the United States Securities Act of 1933;
"SFA" means the Securities and Futures Authority Limited;
"SPECIFIED COMPANIES" means Hillier Parker Financial Services Limited,
Hillier Parker Investment Management Limited and each company within the
HPI Group;
"SSAP" means a statement of Standard Accounting Practice in the United
Kingdom as issued by the Accounting Standards Board;
"TAXATION" means all forms of tax, duty, rate, levy or other imposition
whenever and by whatever authority imposed and whether of the United
Kingdom or elsewhere, including (without limitation) corporation tax,
income tax (including income tax required to be deducted or withheld from
or accounted for in respect of any payment), capital gains tax, inheritance
tax, VAT, customs duties, excise duties, stamp duty, stamp duty reserve
tax, national insurance and other similar contributions, any liability
arising under Section 601 or under Section 703 of the Taxes Act and any
other taxes, levies, duties, charges, imposts or withholdings corresponding
to, similar to, replaced by or replacing any of them together with any
interest, penalty or fine in connection with any such taxation and
regardless of whether any such taxes, levies, duties, imposts, charges,
withholdings, penalties or interest are chargeable directly or primarily
against or attributable directly or primarily to the Business, the
Partners, the Companies or any other person and of whether any amount in
respect of any of them is recoverable from any other person;
"TAXES ACT" means the Income and Corporation Taxes Act 1988;
"TRADE INVESTMENTS" means the investments of the Partnership held in
relation to the Business at Completion of which brief particulars are set
out in Schedule 6;
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"TRADING DAY" means a day (other than a Saturday) on which the NYSE is open
for trading;
"UK GAAP" means accounting principles generally accepted in the United
Kingdom;
"VAT" means value added tax;
"VATA" means the Value Added Tax Act 1994;
"WARRANTIES" means the warranties of the Partners set out in Schedule 2;
and
"WORK IN PROGRESS" means the work-in-progress of the Business as at
Completion.
1.2 In this Offer, unless the context requires otherwise:
1.2.1 the index and clause and Schedule headings are inserted for
convenience only and do not affect its interpretation;
1.2.2 the Schedules form part of this Offer and have the same force and
effect as if expressly set out in the body of this Offer and any
reference to this Offer shall include the Schedules;
1.2.3 a reference to a clause, sub-clause or Schedule is a reference to a
clause or sub-clause of, or Schedule to, this Offer;
1.2.4 a reference to this Offer or another instrument includes any
variation or replacement of either of them;
1.2.5 words and expressions defined in the Companies Acts have the same
meaning as in those Acts;
1.2.6 a reference to a statute or statutory provision includes a
reference:
(A) to that statute or provision as from time to time consolidated,
modified, re-enacted or replaced by any statute or statutory
provision;
(B) to any repealed statute or statutory provision which it
re-enacts (with or without modification); and
(C) to any subordinate legislation made under it;
1.2.7 words in the singular include the plural, and vice versa;
1.2.8 a reference to a person includes a reference to a firm, a body
corporate, an unincorporated association or authority;
1.2.9 a reference to a person includes a reference to his executors,
administrators, successors (including, but not limited to, persons
taking by novation) and assigns;
1.2.10 if a period of time is specified and dates from a given day or the
day of an act or event, it is to be calculated exclusive of that
day;
1.2.11 references to any English legal term for any action, remedy, method
or judicial proceeding, legal document, legal status, court,
official or any legal concept or thing in respect of any
jurisdiction other than England are deemed to include what most
nearly approximates in that jurisdiction to the English legal term;
1.2.12 references to writing include any method of reproducing words in a
legible and non-transitory form;
1.2.13 a reference to a balance sheet or profit and loss account includes a
reference to any note forming part of or attached to it;
1.2.14 save as otherwise expressly provided herein, where any Warranty is
qualified by the expression "to the best of the knowledge,
information and belief of the Partners" or "as far as the Partners
are aware" or any similar expression, knowledge or awareness of one
Partner shall constitute knowledge or awareness
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of all of the Partners, and the Warranty shall be deemed to include
an additional representation that it has been made after reasonable
enquiry by each of the Partners;
1.2.15 the warranty given by the Purchaser in sub-clause 12.11 is deemed to
include an additional representation that it has been made after
reasonable enquiry by Walter Stafford and John Haeckel; and
1.2.16 references to documents "in the agreed form" are to documents agreed
by or on behalf of the Partners and the Purchaser and initialled by
them or on their behalf.
2. THE OFFER
2.1 The Partners hereby offer for sale to the Purchaser, with full title
guarantee, the Business as a going concern including the Business Assets
(other than the Companies' Contracts and any other assets of the Companies)
free from any option, charge, lien, equity, encumbrance, right of pre-
emption or any other third party right (except as otherwise provided in
this Offer Document, the Certificates of Title or in the Disclosure Letter)
as at Completion.
2.2 The consideration for the sale and purchase of the Business shall be the
Purchase Price.
2.3 The Purchase Price shall be satisfied as follows:
2.3.1 (Pounds)38,250,000 in cash, payable by the Purchaser to the Partners
(in accordance with their Equity Shares) at Completion;
2.3.2 (Pounds)4,250,000 in Consideration Shares, credited as fully paid,
the allotment of which by CBRES to the Partners (in accordance with
their Equity Shares) shall be procured by the Purchaser within five
(5) business days following the Completion Date; and
2.3.3 following any adjustment as set out in sub-clause 12.14, the balance
of the Purchase Price (if any) shall be paid by the Purchaser to the
Nominated Bank Account of the Partners within 14 days of the final
determination of the Annuities Cost.
2.4 The Purchase Price shall be allocated on the same basis as reflected in the
Completion Accounts to the intent that any Business Asset to which a value
is attributed in the Completion Accounts shall have the same value
allocated to it for the purposes of this sub-clause 2.4 and the balance of
the Purchase Price shall be allocated to the Goodwill.
2.5 The Consideration Shares shall be allotted free from any option, charge,
lien, equity, encumbrance, right of pre-emption or other third party right
and shall rank pari passu in all respects with the existing fully paid
CBRES Shares in issue at Completion, together with the right to receive any
dividend or other distribution declared, made or paid on or after
Completion, except that such shares may only be sold pursuant to the terms
of Regulation S promulgated pursuant to the Securities Act, the
Registration Statement or any applicable exemption to the Securities Act.
2.6 The aggregate number of Consideration Shares shall be determined in
accordance with the following formula:
(Pounds)4,250,000 x Completion Exchange Rate
----------------------------------------------
Completion CBRES Share Price
2.7 This Offer may only be accepted orally by a director of the Purchaser
stating to the Senior Partner of the Partnership that the Purchaser accepts
this Offer.
2.8 The Purchaser shall use its reasonable endeavours to procure that CBRES
causes an amendment or prospectus with respect to the resale of the
Consideration Shares (the "PROSPECTUS") to be filed with respect to the
Registration Statement which becomes effective promptly following the
Completion Date without being subject to any stop order or similar
limitation imposed by the SEC and continues to be effective until 16th
April 2000 to the intent that the Consideration Shares shall be freely
marketable by the Partners
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pursuant to the Prospectus as soon as possible following Completion. The
Purchaser shall also use its reasonable endeavours to procure that a draft
of such amendment or Prospectus shall be delivered to the Board in advance
of such filing in reasonable time to allow the Board to consider and
comment upon the text thereof. If such a declaration of effectiveness or
filing of the Prospectus which is immediately effective as aforesaid (not
being subject to any stop order or similar limitation imposed by the SEC)
has not taken place within 60 days following Completion, then the Partners
shall be entitled, by giving notice in writing to that effect to the
Purchaser by no later than the expiry of 10 business days following the end
of such 60 day period, to elect that the Purchase Price shall be satisfied
fully in cash and that accordingly the allotment of the Consideration
Shares referred to in sub-clause 2.3.2 shall be cancelled and that the
Purchaser shall instead pay to the Partners (in accordance with their
Equity Shares) the sum of (Pounds)4,250,000, and the Purchaser shall
thereupon forthwith (and in any event within the period of 5 business days
following the giving of any such notice) pay the sum of (Pounds)4,250,000
by CHAPS automated transfer to the Partners' Solicitors clients account and
the receipt by the Partners' Solicitors of the said monies shall be a valid
discharge of the Purchaser's obligations in this regard. The Partners
recognise that CBRES may suspend the operation of the Registration
Statement from time to time to reflect CBRES's decision not to prematurely
disclose potential material information but the Purchaser warrants that the
application of such periods of suspension will not exceed in the aggregate
90 days during the period from Completion to 16th April 2000.
2.9 With respect to the Consideration Shares each Partner represents and
warrants that:
2.9.1 he or she is not a United States Person (as defined in Regulation S
promulgated pursuant to the Securities Act) and is not acquiring the
Consideration Shares for the account or benefit of any United States
Person;
2.9.2 he or she will resell the Consideration Shares only (a) in
accordance with Regulation S, (b) pursuant to registration under the
Securities Act or (c) pursuant to an exemption from the registration
requirements of the Securities Act; and
2.9.3 he or she will not engage in hedging transactions with respect to
the Consideration Shares.
2.10 The certificates for the Consideration Shares will bear a legend that (a)
the transfer of the Consideration Shares is prohibited except in accordance
with Regulation S, pursuant to registration under the Securities Act or
pursuant to an exemption from the registration requirements of the
Securities Act and (b) hedging transactions may not be conducted with
respect to the Consideration Shares except in accordance with the
Securities Act.
2.11 The Purchaser will refuse to register any transfer of the Consideration
Shares not made in accordance with Regulation S, pursuant to a registration
under the Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act.
3. LIABILITIES
3.1 Acceptance of this Offer by the Purchaser shall, subject to Completion
taking place, constitute an agreement by the Purchaser to assume
responsibility for and to discharge or procure the discharge of all of the
Liabilities, including the Liabilities of the Regulated Companies to the
extent that they fall to be discharged prior to 31st December 1998, but
excluding the Liabilities of the other Companies.
3.2 Where the Partners are entitled to recover from some other person (other
than any of the Employees) any sum in respect of any matter or event which
could give rise to a Liability the Partners shall, if so requested by the
Purchaser and at the Purchaser's cost, take all appropriate steps
(including, if appropriate and if so requested by the Purchaser, allowing
the Purchaser to pursue recovery of the sum in question other than against
any of the Employees) to recover that sum and any sum recovered will reduce
the amount of the Liability (and, in the event of the recovery being
delayed until after the Liability has been satisfied by the Purchaser,
shall be paid to the Purchaser after deduction of all reasonable costs and
expenses of the recovery).
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3.3 Acceptance of this Offer by the Purchaser shall not transfer nor be deemed
to transfer to the Purchaser nor constitute nor be deemed to constitute an
acceptance or assumption by the Purchaser of any of the Excluded
Liabilities, whether in relation to the Business or otherwise, save as
expressly set out in this Offer or in any document in the agreed form and
the Partners shall indemnify the Purchaser in respect of the Excluded
Liabilities (save as aforesaid).
3.4 If so requested by the Board on behalf of the Partners the Purchaser shall,
from the Completion Date, pay such amounts (not exceeding (Pounds)25,000
per annum in the aggregate) to companies within the HPI Group as shall be
required to enable such companies to meet their continuing administration
costs.
3.5 The Partners undertake to indemnify the Purchaser and the Companies in
respect of all liabilities of the Companies as at Completion which would
have been Excluded Liabilities had they been liabilities of the Partners.
4. THE REGULATED COMPANIES
4.1 The sale of shares in the Regulated Companies pursuant hereto is
conditional upon
4.1.1 the consent of SFA, and the Purchaser shall use its reasonable
endeavours to procure such consent.
4.2 If the sale of either of the Regulated Companies does not become
unconditional by 31st December 1998, that Regulated Company shall not be
sold hereunder and:
4.2.1 the Partners shall procure that unless otherwise agreed that
Regulated Company shall cease to use the words "Hillier" and
"Parker" in its corporate name or as a trading or business name; and
4.2.2 the Partners shall use their reasonable endeavours to procure that
the relevant Regulated Company ceases to carry on business.
4.3 Pending completion of the sale of the Regulated Companies to the Purchaser
hereunder, the Partners shall use their reasonable endeavours to procure
that the Regulated Companies carry on their activities in the normal course
in a manner which, as far as reasonably practicable, is in the interests of
the Business as carried on by the Purchaser.
4.4 On completion of the sale of a Regulated Company hereunder:
4.4.1 the Partners shall deliver or cause to be delivered to the Purchaser
or the Purchaser's Solicitors:
(A) a duly executed transfer to the Purchaser or its nominee of all
of the issued ordinary shares of the relevant Regulated Company
(the "SHARES") together with definitive share certificates for
them in the names of the relevant transferors;
(B) any power of attorney under which any document is executed on
behalf of the relevant transferors;
(C) in the case of a transferor who is not registered as the holder
of any of the Shares in the relevant Regulated Company sold by
him only, evidence to the Purchaser's satisfaction of his title
or right to sell those Shares;
(D) any waivers, consents or other documents required to vest in
the Purchaser the full beneficial ownership of the Shares and
enable the Purchaser to procure them to be registered in the
name of the Purchaser or its nominee;
(E) the certificate(s) of incorporation, common seal, all statutory
and minute books (which shall be written up to, but not
including, the date of completion of the sale) and share
certificate book of the relevant Regulated Company together
with all unused share certificate forms;
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(F) the written resignations of all directors of and the secretary
of the relevant Regulated Company (other than any director or
secretary whom the Purchaser may wish to remain in office)
executed as a deed in the agreed terms; and
(G) a notice of resignation of the existing auditors of the
relevant Regulated Company containing a statement that there
are no circumstances connected with such resignation which the
auditors consider should be brought to the attention of the
members or creditors of the relevant Regulated Company in
accordance with Section 394 of the Act.
4.4.2 the Partners shall procure that the following business is transacted
at a meeting of the directors of the relevant Regulated Company:
(A) the directors of the relevant Regulated Company shall approve
the transfers of the Shares for registration and the entry of
the transferee(s) in the register of members of the relevant
Regulated Company, in each case subject only to the transfers
being subsequently presented duly stamped;
(B) the situation of the registered office of the relevant
Regulated Company shall be changed to that nominated by the
Purchaser;
(C) all existing mandates for the operation of the bank accounts of
the relevant Regulated Company shall be revoked and new
mandates issued giving authority to those persons nominated by
the Purchaser;
(D) the accounting reference date of the relevant Regulated Company
shall be changed to 31st December;
(E) any person nominated by the Purchaser for appointment as a
director or the secretary of the relevant Regulated Company
shall be so appointed; and
(F) Arthur Andersen shall be appointed to replace the existing
auditors of the relevant Regulated Company.
4.5 The Partners agree to use their reasonable endeavours to procure that:
4.5.1 as soon as practicable following Completion each company within the
HPI Group shall cease to use the words "Hillier" and "Parker" in its
corporate name or as a trading or business name;
4.5.2 pending the completion of any transfer to the Purchaser of 51 per
cent. or more of the issued ordinary share capital of HPI which may
be agreed following Completion (it being acknowledged that no such
agreement exists as at the date of this Offer):
(A) the Partners shall not undertake any further or additional
contractual obligation or expand any existing contractual
obligation to any company within the HPI Group or any director
of any such company which would or could have the effect of
increasing the exposure of the Purchaser pursuant to the
provisions of sub-clause 3.1 in the context of paragraph J. of
the definition of "Liabilities"; and
(B) any person nominated by the Purchaser to be appointed as a
director or secretary of any company within the HPI Group shall
be so appointed and the Purchaser agrees to nominate Walter
Stafford and John Haeckel as directors and secretaries of the
companies within the HPI Group with effect from Completion.
5. COMPLETION ACCOUNTS
5.1 The Partners shall, as soon as reasonably practicable after Completion and
in any event by no later than 30th September 1998, procure the preparation
by the Partners' Accountants of draft Completion Accounts on a basis
consistent with the Accounts (save that Work in Progress shall be valued in
accordance with SSAP 9 and that where no accounting policy
11
<PAGE>
previously existed in relation to any matter such matter shall be dealt
with in accordance with UK GAAP).
5.2 Such draft Completion Accounts shall be sent as soon as reasonably
practicable to the Purchaser, the Partners and the Purchaser's Accountants.
5.3 The Purchaser's Accountants shall be entitled to review the Completion
Accounts and to discuss with the Partners' Accountants any matters arising
therefrom. The Partners shall procure that the Partners' Accountants
provide to the Purchaser's Accountants all reasonable assistance to perform
its obligations hereunder, including (without limitation) access to all
working papers. The Purchaser shall have the right to serve notice on the
Board within 30 days of receipt of the draft Completion Accounts to the
effect that it does not accept that the draft Completion Accounts have been
prepared in compliance with the provisions of this Offer Document. Any
such notification shall be accompanied by a letter from the Purchaser's
Accountants giving detailed reasoning in writing for any such non-
acceptance. In the case of non-acceptance, the Purchaser and the Board
shall (in conjunction with the Partners' Accountants and Purchaser's
Accountants) meet and discuss the Purchaser's objections in order to seek
to reach agreement upon such adjustments (if any) to the draft Completion
Accounts as are acceptable to the Board and the Purchaser in order to put
such draft documents in final form. If the Purchaser does not so notify
the Board within the said 30 day period, then the Purchaser shall be deemed
to have accepted the draft Completion Accounts delivered to it as the
Completion Accounts.
5.4 If there is no such dispute, or such dispute is so resolved or settled, the
Partners shall procure that the Partners' Accountants give an opinion on
the Completion Accounts in a form similar to that adopted in the Accounts
(which shall be in the form of the draft delivered to the Purchaser with
such changes (if any) as reflect the resolution or settlement of such
dispute).
5.5 If the Purchaser and the Board are unable to resolve all such differences
of views within 30 days following the notification of objections by the
Purchaser, the matters in dispute shall be referred on the application of
either the Board or the Purchaser to an independent firm of internationally
recognised chartered accountants to be appointed by (in default of
nomination by agreement between the Board and the Purchaser) the President
for the time being of the Institute of Chartered Accountants in England and
Wales for resolution. In giving its decision, the firm so appointed shall
state what adjustments (if any) are necessary to the draft Completion
Accounts in order for them to have been prepared in accordance with this
clause. Any such decision shall be final and binding on all concerned and
shall be given by them as experts and not as arbitrators. Such independent
firm of accountants shall be entitled, in rendering their decision, to take
into account only such evidence and information as the Board and Purchaser
shall have put forward to such expert.
5.6 All costs of the Partners' Accountants and the Purchaser's Accountants
pursuant to the provisions of this clause shall be borne by the Purchaser.
5.7 The Partners shall be entitled to withdraw in the Pre-Completion Period or
to receive after Completion the following amounts from the Business:
5.7.1 the amounts set against their respective names in Schedule 10 under
the heading "Total per Partner"; plus
5.7.2 amounts standing to the credit of their current or loan accounts or
tax or deferred tax reserves of the Partners as set out in the
Accounts; plus or minus
5.7.3 amounts payable by them in respect of income tax on the profits of
the Business, including any profit arising on the uplift in the
value of Work in Progress over the level in the Accounts, accrued in
the Pre-Completion Period less an amount equal to 40 per cent. of
the amounts shown in the "Total per Partner" column set out in
Schedule 10; less
5.7.4 the amount by which in aggregate the liability of the Partners to
capital gains tax by reference to the sale of the Business pursuant
to the Agreement is reduced as a
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result of Work in Progress being valued at a higher level in the
Completion Accounts than in the Accounts.
5.8 If and to the extent that amounts have been withdrawn from the Business by
the Partners in the Pre-Completion Period or (as the case may be)
transferred to the Purchaser as part of the Business Assets pursuant to the
Agreement, in either case in excess of the amounts which should have been
so paid or so transferred to give effect to sub-clause 5.7, then a
balancing payment shall be made by the Partners to the Purchaser (or vice
versa) as soon as practicable following the identification of the relevant
excess. The provisions of sub-clause 9.4 shall apply mutatis mutandis in
respect of any payments made by the Purchaser pursuant to this sub-clause
5.8.
5.9 For the avoidance of doubt, the Partners' capital accounts shall be
retained within the Business following Completion and no amounts shall be
payable to the Partners in respect thereof save only if and to the extent
that such capital accounts as reflected in the Accounts need to be reduced
to reflect any reduction in the value of the net assets of the Business as
a result of (and to the extent that) the amounts due to Partners for the
Pre-Completion Period pursuant to sub-clauses 5.7.1 and 5.7.3 exceed the
consolidated profit or loss of the Business for that period.
6. THE BUSINESS PREMISES
The provisions of Part II of Schedule 4 shall apply in respect of the
Business Premises.
7. THE EMPLOYEES AND THE DISCLOSED SCHEMES
7.1 The provisions of Part I of Schedule 5 shall apply in respect of the
Employees.
7.2 The Purchaser shall consent or shall procure the consent of the Firm (as
defined in the Staff Scheme) to amendments to the Staff Scheme in the terms
specified in Part II of Schedule 5.
8. THIRD PARTY CONSENTS AND THE CONTRACTS
8.1 If any consent or agreement of any third party is required to the transfer
of the benefit of any of the Business Assets to be transferred hereunder
and has not been obtained at or prior to Completion to the reasonable
satisfaction of the Purchaser, the Partners and the Purchaser shall use
their respective reasonable endeavours to obtain that consent or agreement
as soon as possible following Completion.
8.2 After Completion, and until such time as that consent or agreement is
obtained to the reasonable satisfaction of the Purchaser and the full
benefit of such Business Assets transferred to the Purchaser, the Partners
shall be deemed to hold the benefit of the applicable Business Assets on
trust for the Purchaser and the Purchaser shall be entitled to the use and
enjoyment of those Business Assets as against the Partners and to receive
the income therefrom (if any) to the extent that the Partners are not
constrained by operation of law or any third party from granting such use
or enjoyment or the right to receive any income to the Purchaser, subject
always to the Purchaser maintaining any such Business Assets in a good
state of repair (fair wear and tear excepted) and providing adequate
insurance in respect of them, noting the Partners' interests on any
applicable insurance policy effected by the Purchaser.
8.3 The provisions of sub-clauses 8.1 and 8.2 shall not apply to any consent,
approval or licence required from any reversioner in relation to the
assignment of the Leases.
8.4 The Purchaser shall assume responsibility as from Completion for the due
performance of the Contracts but not for the performance of any of the
Companies' Contracts. Insofar as the Contracts (other than the Companies'
Contracts) comprise the benefit and burden of contracts which cannot be
effectively assigned by the Partners to the Purchaser except by novation,
with or without the prior consent or other agreement of any third party,
the Partners and the Purchaser shall co-operate and do anything which may
reasonably be required to ensure, insofar as each is able, that the
relevant Contracts are novated or the necessary consent or other agreement
is obtained, in each case on terms reasonably satisfactory to the
Purchaser, as soon as possible after Completion.
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8.5 Pending the receipt of any required novation, consent or other agreement,
the Purchaser shall as from Completion perform at the Purchaser's expense
the outstanding obligations of the Partners under the Contracts (other than
the Companies' Contracts).
8.6 The Partners undertake (so far as they are able) not to do or omit to do or
allow anyone to do or not to do anything which might render void or
voidable any professional indemnity insurance in relation to the acts of
omissions of the Partnership prior to Completion.
8.7 The Purchaser shall indemnify and keep indemnified the Partners against all
costs, expenses, claims, demands, proceedings and damages which may be
suffered or incurred by the Partners in respect of the Liabilities.
8.8 In respect of the Annuity Obligations, the Purchaser shall discharge them
by paying to such Annuitants as soon as reasonably practicable such capital
sum as may be agreed between the Board and the relevant Annuitant by 31st
July 1998 as regards persons named in Part I of Schedule 9 or 31st August
1998 in respect of persons named in Part II of Schedule 9 or, in the
absence of such agreement, purchasing such annuity policy for the benefit
of the relevant Annuitant as may be approved by the Board.
8.9 The insurance cover maintained by the Purchaser in respect of the Business
shall be sufficient to provide run-off cover for the benefit of the
Partners in respect of any liabilities for professional negligence arising
at any time prior to Completion to such extent as shall be required by the
rules of the Royal Institute of Chartered Surveyors.
9. COMPLETION
9.1 Completion shall take place at 77 Grosvenor Street, London W1A 2BT on 7th
July 1998 immediately following the acceptance of this Offer or at such
other place or time as the Purchaser and the Partners may agree.
9.2 At Completion, the Partners shall deliver or cause to be delivered to the
Purchaser or the Purchaser's Solicitors or, in the case of the Certificates
of Title for the Scottish Properties, the Purchaser's Scottish Solicitors
(or, in relation to any matter where such delivery would be impracticable,
deliver instead a letter confirming the whereabouts of the relevant
document(s) or assets and that the same are under the control of the
Partners and to be held for the benefit of the Purchaser):
9.2.1 such documents as the Purchaser may reasonably require to complete
the sale and purchase of the Business Assets including, without
limitation, the forms of conveyance, transfer and/or assignment
specified in the following provisions of this clause (excluding
those relating to each Business Premises which will be handed over
on completion of the relevant assignment or on completion of the
transactions referred to in paragraph 11 of Part II of Schedule 4);
9.2.2 all deeds and documents of title (if any) relating to any of the
Business Assets (excluding those relating to each Business Premises,
which will be handed over on completion of the relevant assignment
or on completion of the transactions referred to in paragraph 11 of
Part II of Schedule 4);
9.2.3 in respect of those of the Leases (if any) for which consent to
assignment has been obtained the assignments required to vest title
in each of the relevant Business Premises into the name of the
Purchaser including:
(A) written evidence in a form reasonably satisfactory to the
Purchaser of the consent of any reversioner to any Lease which
has at that time been given so as to enable that Lease to be
assigned in accordance with Part II of Schedule 4; and
(B) in respect of any of the Business Premises where the Partners
are lessor, written authority signed by or on behalf of the
Partners addressed to the lessee informing him of the sale and
purchase of the applicable Business Premises and requiring the
lessee to pay all future rents and other amounts due to the
lessor to the Purchaser;
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9.2.4 the Certificates of Title duly signed by the Partners' Solicitors or
the Partners' Scottish Solicitors;
9.2.5 occupation of each of the Business Premises in accordance with Part
II of Schedule 4 and possession of all other Business Assets to be
sold in accordance with the terms of this Offer and title to those
Business Assets which are capable of transfer by delivery shall pass
on such delivery;
9.2.6 assignments of each of the Business Intellectual Property Rights in
the agreed form, in each case duly executed by or on behalf of the
Partners or the registered holder (as the case may be);
9.2.7 deeds of covenant, each in the agreed form, duly executed by each of
the Partners respectively;
9.2.8 duly executed transfers to the Purchaser in respect of the entire
issued share capital of the Companies (other than the Specified
Companies) and (where appropriate) the Trade Investments, together
with definitive share certificates for the relevant shares in the
name of the transferor;
9.2.9 employment agreements, each in the agreed form, duly executed by
each of the Partners respectively;
9.2.10 the Business Records duly completed and up to date in all respects
but so that, to the extent that the Partners are required by law to
retain any of them, the Partners may deliver copies of the
appropriate documents to the Purchaser subject to the provisions of
clause 0;
9.2.11 a power of attorney in the agreed form executed by all of the
Partners whereby any of D Newell, R Grant or R Farnes is authorised
to execute in favour of the Purchaser assignments or transfers of
the Goodwill, the Business Intellectual Property Rights, the benefit
of the Contracts and the Book Debts, provided that in doing so the
attorney shall not breach any applicable law or create any liability
on the part of the Partners or increase any existing liability on
the part of the Partners;
9.2.12 all original deeds and documents (or certified copies thereof) in
relation to the Disclosed Schemes;
9.2.13 a deed of novation (in relation to the Staff Scheme) in the agreed
form executed by the Partners and the Trustees of the Staff Scheme;
9.2.14 the Memorandum in the agreed form duly executed by or on behalf of
each of the Partners in duplicate;
9.2.15 the certificate(s) of incorporation, common seal (if any), all
statutory and minute books (which shall be written up to, but not
including, the date of Completion) and share certificate book of
each Company (other than the Specified Companies) together with all
unused share certificate forms;
9.2.16 a notice of resignation of the existing auditors of each Company
(other than the Specified Companies) containing a statement that
there are no circumstances connected with such resignation which the
auditors consider should be brought to the attention of the members
or creditors of the relevant Company in accordance with Section 394
of the Act; and
9.2.17 minutes of a meeting of the directors of each of the Companies
(other than the Specified Companies):
(A) approving the transfer to the Purchaser of the shares in the
relevant Company for registration and the entry of the
Purchaser in the register of members of the relevant Company,
in each case subject only to the transfers being subsequently
presented duly stamped;
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(B) revoking all existing mandates for the operation of the bank
accounts of the relevant Company and issuing new mandates
giving authority to those persons nominated by the Purchaser;
(C) changing the accounting reference date of the relevant Company
to 31st December; and
(D) appointing Arthur Andersen to replace the existing auditors of
the relevant Company.
9.3 Subject to the performance by the Partners of their obligations under sub-
clause 9.2, the Purchaser shall:
9.3.1 pay the sum of (Pounds)38,250,000 by CHAPS automated transfer for
same day value to the Nominated Bank Account of the Partners at
Completion or, if Completion takes place after 2.00 p.m. on the
Completion Date, on the business day following the Completion Date
together with any interest (less any applicable tax) earned thereon
overnight;
9.3.2 procure that CBRES delivers to the Partners' Solicitors certificates
in respect of the Consideration Shares within five (5) business days
following the Completion Date; and
9.3.3 deliver to the Partners' Solicitors at Completion:
(A) the Deed of Guarantee duly executed by CBRE;
(B) evidence in a form satisfactory to the Partners of the
authority of the Purchaser to have accepted this Offer and of
the Purchaser and of CBRE to execute and perform the documents
and other obligations to be executed and performed by them at
or following Completion in pursuance of the Purchaser's
acceptance of this Offer;
(C) the Memorandum in the agreed form duly executed by or on behalf
of the Purchaser in duplicate; and
(D) employment agreements, each in the agreed form, duly executed
by the Purchaser.
9.4 The receipt by the Partners' Solicitors of the monies and certificates
specified in sub-clauses 9.3.1 and 9.3.2 shall be a valid discharge of the
Purchaser's obligations under this clause and clause 2.
9.5 At Completion, subject to the performance by the Partners of their
obligations under sub-clause 9.2, the Purchaser shall adopt incentive
arrangements which comply with the terms of Schedule 8.
10. DEFAULT AT COMPLETION
10.1 The Purchaser shall not be obliged to complete its acquisition of the
Business and Business Assets pursuant to its acceptance of this Offer until
the Partners comply in all material respects with the requirements of sub-
clause 9.2.
10.2 If the requirements of sub-clause 9.2 remain unfulfilled in any material
respect at the time and on the date set for Completion, the Purchaser may:
10.2.1 proceed to Completion as far as practicable (including, at the
Purchaser's option, completion of the purchase of some only of the
Business Assets) and in any case without prejudice to its rights
under the Agreement; or
10.2.2 rescind the Agreement without liability to the Partners in which
case and from that date the provisions of this Offer (other than
clause 17 (Announcements) and clause 19 (Costs)) shall have no
effect and neither the Purchaser nor the Partners shall have any
liability under them (but without prejudice to the rights of either
of the Purchaser or the Partners in respect of any antecedent
breach).
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11. WARRANTIES
11.1 The Partners warrant to the Purchaser in the terms of the warranties set
out in Schedule 2.
11.2 The Partners acknowledge that, in accepting this Offer, the Purchaser will
rely upon the Warranties made by the Partners immediately prior to such
acceptance by the Purchaser, with the intention of inducing the Purchaser
to accept this Offer.
11.3 Each of the Warranties shall be construed as a separate warranty and is
given subject to the matters of which materially true and accurate details
are fairly given in the Disclosure Letter but (save as expressly provided
to the contrary) shall not otherwise be limited or restricted by reference
to or inference from any other matter including the terms of any other
Warranty or any other term of this Offer.
11.4 The Partners shall not (in the event of any claim being made against them
in connection with the sale of the Business and the Business Assets to the
Purchaser) make any claim against any of the Employees on whom it may have
relied before agreeing to any term of this Offer or the content of any of
the Warranties or authorising any statement in the Disclosure Letter.
11.5 Subject as provided in sub-clause 12.11 the Purchaser shall be entitled to
claim both before and after Completion that any of the Warranties is or was
untrue or misleading or has or had been breached even if the Purchaser knew
or could have discovered on or before Completion that the Warranty in
question was untrue, misleading or had been breached and Completion shall
not in any way constitute a waiver of any of the Purchaser's rights.
11.6 The rights and remedies of the Purchaser in respect of a breach of any of
the Warranties shall not be affected by Completion, by any investigation
made by or on behalf of the Purchaser into the Business, by the giving of
any time or other indulgence by the Purchaser to any person or by any other
cause whatsoever except a specific waiver or release by the Purchaser in
writing. Such a waiver or release shall not prejudice or affect any
remaining rights or remedies of the Purchaser.
11.7 Each of the Partners severally undertakes to indemnify and keep indemnified
the Purchaser on an after tax basis from and against his appropriate
proportion of any claims, liabilities, losses, costs and expenses which the
Purchaser may suffer or incur as a result of any of the Warranties being
untrue or misleading in whole or in part or which may be made against the
Purchaser either before or after the commencement of and arising out of, or
in respect of, any action in connection with:
11.7.1 the settlement of any claim that any of the Warranties is untrue or
misleading or has been breached;
11.7.2 any legal proceedings taken by the Purchaser claiming that any of
the Warranties is untrue or misleading or has been breached and in
which judgement is given for the Purchaser; and
11.7.3 the enforcement of any such settlement or judgement.
12. LIMITATION ON LIABILITY AND POST COMPLETION ADJUSTMENTS
12.1 In this clause "RELEVANT CLAIM" means a claim in respect of any of the
Warranties (excluding Warranty 11.1).
12.2 No relevant claim shall be made unless written notice containing specific
details of the relevant claim is served on the Partners before 31st
December 2000.
12.3 The aggregate amount of the liability of the Partners in respect of all
relevant claims and in respect of any claim for breach of any other
provision of the Agreement shall not exceed (Pounds)42,500,000.
12.4 No liability shall attach to the Partners in respect of relevant claims
unless the aggregate amount of the liability of the Partners in respect of
all such relevant claims and insurance policy excesses which the Purchaser
is required to pay by virtue of paragraph G of the
17
<PAGE>
definition of "Liabilities" shall exceed (Pounds)500,000 (calculated
without reference to any individual claim for (Pounds)20,000 or less) and
no relevant claim shall be made unless the individual claim exceeds
(Pounds)20,000 save where the said level of (Pounds)500,000 has been
exceeded.
12.5 The amount of the liability of each of the Partners to the Purchaser in
respect of any relevant claim (and a claim in respect of Warranty 11.1)
shall not exceed his appropriate proportion of the amount (including as to
costs) of the claim.
12.6 None of the Partners shall be liable in respect of a relevant claim:
12.6.1 if it would not have arisen but for anything voluntarily done or
omitted to be done after Completion by the Purchaser or its agents
and whereby a breach of the Warranties was created which would
otherwise not have come into existence;
12.6.2 to the extent that it arises or is increased as a result only of:
(A) an increase in rates of taxation after Completion;
(B) any change in generally accepted accounting practice after
Completion; or
(C) the passing of any legislation, or making of any subordinate
legislation after Completion;
12.6.3 to the extent that the Purchaser is or would if a claim were made
be indemnified by insurance in respect thereof or would have been
so indemnified had it maintained insurance cover in relation to the
Business on the same terms and at the same levels as that
maintained by the Partnership as at the date of this Offer (details
of such insurance being set out in the list attached to the
Disclosure Letter); or
12.6.4 which is a claim in respect of taxation to the extent that it
arises or is increased solely because of any claim, election,
surrender or disclaimer made or notice or consent given or other
thing done under the provisions of any legislation relating to
taxation (or any failure or omission to make, give or do the same
where the Partners had notified the Purchaser of any such
requirement) after Completion by the Purchaser or any of the
Companies.
12.7 Where the Purchaser is entitled to recover from some other person (other
than any of the Employees) any sum in respect of any matter or event which
could give rise to a relevant claim, the Purchaser shall, if so requested
by the Partners and at their cost, take all appropriate steps (including,
if appropriate and if so requested by the Partners, allowing the Partners
to pursue recovery of the sum in question other than against any of the
Employees) to recover that sum before making the relevant claim, and any
sum recovered will reduce the amount of the relevant claim (and, in the
event of the recovery being delayed until after the relevant claim has been
satisfied by the Partners, shall be paid to the Partners, after deduction
of all reasonable costs and expenses of the recovery).
12.8 The Partners shall not be liable to satisfy any relevant claim if and to
the extent that such claim is based upon a liability which is contingent
only unless and until such contingent liability becomes an actual liability
and is due and payable, provided that this sub-clause shall not operate to
avoid any claim made in respect of a contingent liability of which notice
has been given within the time limit referred to in sub-clause 12.2.
12.9 If the Purchaser shall receive any claim from a third party (a "THIRD PARTY
CLAIM") which might constitute or give rise to a liability on the Partners
and in respect of all or part of which the Purchaser is obliged to
indemnify the Partners, the Purchaser shall (subject to being indemnified
and secured to its reasonable satisfaction against all costs and expenses
for which it may become liable) take such action as the Partners may
reasonably request to avoid, dispute, resist, appeal, compromise or defend
or mitigate any such Third Party Claim and shall not make any admission of
or settle or compromise any liability which it or the Partners may have in
relation to the Third Party Claim without the prior written consent of the
Partners (such consent not to be unreasonably withheld or delayed).
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<PAGE>
12.10 The amount of any successful claim against the Partners under the
Warranties (including a claim under Warranty 11.1) shall be deemed to
constitute a reduction in the Purchase Price.
12.11 The Purchaser warrants to the Partners that neither Walter Stafford (its
General Counsel) nor John Haeckel (its Chief Financial Officer) are aware
as at the date of acceptance of this Offer of any facts or circumstances
which may give rise to any liability on the part of the Partners under
the Warranties.
12.12 Where the Purchaser is entitled to bring a relevant claim in respect of
Warranty 7.2, the amount of such relevant claim shall take full account
of both the revenue received or reasonably likely to be received by the
Purchaser pursuant to the relevant Contract (other than revenue reflected
in the Completion Accounts as a receivable or as Work in Progress) and
the expenses associated with the Contract (other than expenses accrued in
the Completion Accounts).
12.13 The Purchaser shall, subject to being indemnified to its satisfaction by
the Partners against any costs and expenses which it might thereby incur,
take reasonable steps to mitigate any loss arising out of a breach of any
of the Warranties or any other loss in respect of which the Partners
would be liable to indemnify the Purchaser pursuant to the terms of the
Agreement PROVIDED THAT the Purchaser shall not be required to take such
steps if and to the extent that, in the Purchaser's reasonable opinion,
the action in question would or could have an adverse effect upon the
Business or the business or reputation of any company within the CBRES
Group. The Purchaser shall deal with the Board for the purposes of
agreeing any indemnity to be given by the Partners pursuant to this sub-
clause 12.13 and, for the avoidance of doubt, the Purchaser shall be
under no obligation to take any steps to mitigate any loss arising out of
a breach of any of the Warranties or any other loss in respect of which
the Partners would be liable to indemnify the Purchaser pursuant to the
terms of the Agreement unless and until such an indemnity has been given
by the Partners.
12.14 The sum of (Pounds)2,000,000 (representing the balance of the Purchase
Price) due to the Partners in accordance with sub-clause 2.3.3 shall be
reduced by the amount of any bona fide claim made by the Purchaser in
respect of Warranty 11.1.
13. PURCHASER'S RIGHTS
The rights, including rights of rescission, conferred on the Purchaser by
its acceptance of this Offer shall be in addition and without prejudice
to all other rights and remedies available to the Purchaser. No exercise
or invoking of, or failure to exercise or invoke, a right or remedy or
delay in the exercise or invoking of a right or remedy under the
Agreement or otherwise shall constitute a waiver of that right or remedy
by the Purchaser nor shall the giving of any time or other indulgence by
the Purchaser to any other person constitute such a waiver.
14. THIRD PARTY NOTICES
At or as soon as possible after Completion, the Partners will co-operate
with the Purchaser in despatching, at the Purchaser's cost, notices
substantially in the agreed form to the Employees and to the suppliers,
agents, distributors, clients and customers of the Business and such
other third parties as the Purchaser may reasonably request informing
them of the transfer of the Business.
15. ACCESS TO INFORMATION
The Partners shall procure that, insofar as any of the Business Records
are required by law to be retained by them after Completion, those
Business Records shall be properly and diligently maintained and
protected and that, as from Completion, the Purchaser and any persons
authorised by it shall be given full access to those Business Records and
to the employees, premises, plant, machinery, and other books of account,
records and documents of the Partnership as it may reasonably require for
the purposes of the Business and that the employees and auditors and
other professional advisers of the Partners shall
19
<PAGE>
be instructed to give promptly to the Purchaser and any persons
authorised by it all information as it may reasonably require.
16. VAT AND RELATED MATTERS
16.1 The Partners and the Purchaser shall use all reasonable endeavours to
procure that any sale of the Business Assets pursuant to the Purchaser's
acceptance of this Offer is treated by HM Customs & Excise as a transfer
of a business as a going concern for the purposes of both Section 49(1)
VATA and article 5 of the Value Added Tax (Special Provisions) Order 1995
SI 1995/1268 save that the Partners shall not be required by virtue of
this sub-clause to make any appeal to any court against any determination
of HM Customs & Excise that that sale does not fall to be so treated.
16.2 The Partners and the Purchaser shall give notice or shall procure that
notice is given of the transfer of the Business pursuant to the
Purchaser's acceptance of this Offer to HM Customs & Excise as required
by paragraphs 11 or 12 of Schedule 1 of VATA or by regulation 5 of the
Value Added Tax Regulations 1995 or as otherwise required by law.
16.3 The Partners shall, as soon as reasonably practicable after Completion,
deliver to the Purchaser either:
16.3.1 to the extent that they are not included among the Business
Records delivered at Completion, all the records of the Business
for VAT purposes that are required under Section 49(1)(b) VATA to
be preserved by the Purchaser in place of the Partners; or
16.3.2 a written direction from HM Customs & Excise to the effect that
the records of the Business for VAT purposes required to be
preserved by Section 49(1)(b) VATA shall be retained by the
Partners.
16.4 If sub-clause 16.3.1 applies, the Purchaser shall, for a period of not
less than six years from Completion (or for such longer period as may be
required by law), preserve the records delivered to it by the Partners
pursuant to sub-clause 16.3.1 and, upon being given reasonable notice by
the Partners, the Purchaser shall make those records available to the
Partners or their agents for inspection or copying (at the Partners'
cost).
16.5 If sub-clause 16.3.2 applies, the Partners shall, for a period of not
less than six years from Completion (or for such longer period as may be
required by law), preserve the records retained by them pursuant to sub-
clause 16.3.2 and, upon being given reasonable notice in writing by the
Purchaser, the Partners shall make those records available to the
Purchaser or its agents for inspection or copying (at the Purchaser's
cost).
16.6 Pursuant to the Purchaser's acceptance of this Offer the Purchaser shall
warrant to the Partners that:
16.6.1 it is a taxable person within the meaning of VATA;
16.6.2 it intends to use the Business Assets in the course of
furtherance of a business of the same kind as that carried on by
the Partners; and
16.6.3 it will before Completion elect to waive exemption from VAT in
relation to the Business Premises in Manchester, Glasgow and
Edinburgh in respect of which the Partners have waived exemption
before Completion, under paragraph 2 of Schedule 10 to VATA, such
election to take immediate effect, give notice of such election
to HM Customs & Excise prior to Completion, produce to the
Partners satisfactory evidence of the receipt by HM Customs &
Excise of that notice and not revoke such election.
16.7 If, notwithstanding the provisions of sub-clause 16.1, HM Customs &
Excise determines that VAT is chargeable in respect of the supply of all
or any part of the Business Assets pursuant to the Purchaser's acceptance
of this Offer, the Partners shall notify the Purchaser in writing of that
determination within five business days of its being so advised by HM
Customs & Excise and the Purchaser shall, pay to the Partners by way of
additional purchase price a sum equal to the amount of VAT determined by
HM Customs & Excise
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to be so chargeable within 10 business days after receipt of the notice
from the Partners of that determination (against delivery by the Partners
of any appropriate tax invoice for VAT purposes) and in addition shall
within the said period of 10 business days pay any penalty or interest
for which the Partners are liable in relation to such VAT where such
penalty or interest arises in consequence of a breach by the Purchaser of
the warranties in sub-clause 16.6.
16.8 If the Purchaser reasonably disagrees with the determination of HM
Customs & Excise referred to in sub-clause 16.7, it may within ten
business days of being notified by the Partners of that determination,
give written notice to the Partners that it requires the Partners to
obtain a review by the Commissioners of Customs & Excise of that
determination, and the Partners shall as soon as reasonably practicable
request the Commissioners of Customs & Excise to undertake that review.
16.9 Upon the Partners being advised by the Commissioners of Customs & Excise
of their decision arising out of the review referred to in sub-clause
16.8, the Partners shall as soon as reasonably practicable notify the
Purchaser in writing of that decision and, if the Purchaser disagrees
with that decision, the Purchaser may:
16.9.1 give notice to the Partners that it requires the Partners
(subject to due compliance by the Purchaser with sub-clause
16.10) to make all such appeals against that decision as the
Purchaser shall reasonably request from time to time in such
manner as the Purchaser shall reasonably request from time to
time; or
16.9.2 itself make all such appeals against that decision as the
Purchaser shall reasonably consider appropriate with such
assistance from the Partners as the Purchaser shall reasonably
request from time to time,
and, in either such case, the Partners shall, subject to due compliance
by the Purchaser with sub-clause 16.10, as soon as reasonably practicable
comply with any such request by the Purchaser.
16.10 The Partners shall not be obliged to take any action under sub-clauses
16.8 and 16.9 unless the Purchaser shall indemnify the Partners against
all interest penalties surcharges and reasonable costs and expenses that
the Partners may incur by taking any such action (such payment to be made
by the Purchaser within 10 business days following production of evidence
of any such interest, penalties, surcharges, costs or expenses having
been incurred by the Partners) and unless the Purchaser shall also pay to
the Partners an amount equal to the VAT referred to in sub-clause 16.7
(against delivery by the Partners of an appropriate tax invoice for VAT
purposes) and any interest and penalties pursuant to sub-clause 16.7.
17. ANNOUNCEMENTS
17.1 Save as regards announcements to be made to Employees, clients and
customers of the Business and others prior to Completion on such basis as
shall be agreed between the Partners and the Purchaser and save as
required by any applicable law or the regulations of the NYSE and subject
to clause 14 and sub-clause 17.2, neither the Partners nor the Purchaser
shall make any announcement, whether before or after Completion, with
respect to this Offer, its acceptance by the Purchaser or any ancillary
matter without the prior written consent of the other, not to be
unreasonably withheld or delayed.
17.2 Each of the Purchaser and the Partners shall, if requested in writing by
the other, supply whatever information the other may require to comply
with any applicable law or the regulations of the NYSE as to any
information to be published by it or any announcement required to be made
in relation to this Offer, its acceptance by the Purchaser or any matters
contemplated by it.
18. MISCELLANEOUS
18.1 Neither the Purchaser nor the Partners may assign any of their respective
rights under the Agreement. The Agreement shall be binding on and enure
for the benefit of the successors in title of each of the Purchaser and
the Partners.
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18.2 The Agreement, together with the documents in the agreed form, shall
represent the entire understanding, and constitute the whole agreement,
in relation to its subject matter and supersede any previous agreement
between the Purchaser and the Partners with respect thereto and, without
prejudice to the generality of the foregoing, shall exclude any warranty,
condition or other undertaking implied at law or by custom.
18.3 The Partners (in making this Offer) and the Purchaser (in the event that
it accepts this Offer) confirm that, except as provided in this Offer
Document, they have not relied on any representation or warranty or
undertaking which is not contained in this Offer Document or in the
documents in the agreed form and, without prejudice to any liability for
fraudulent misrepresentation, neither the Purchaser nor the Partners
shall be under any liability or shall have any remedy in respect of
misrepresentation or untrue statement unless and to the extent that a
claim lies under the Agreement.
18.4 So far as it remains to be performed, the Agreement shall continue in
full force and effect notwithstanding Completion.
18.5 The Partners shall assist the Purchaser with the necessary forms and
consents to enable the utility services provided to the Business at the
Business Premises, including those telephone, telex, facsimile and other
communication services (with the benefit of the same numbers) and
electricity, gas, water and heating services requested by the Purchaser,
to be transferred to the Purchaser with effect from Completion without
interruption.
18.6 The Partners shall after Completion execute all such deeds and documents
and do all such things as the Purchaser may require to give full effect
to the transactions intended to be effected under or pursuant to the
Agreement and for vesting in the Purchaser the full benefit of the
Business including the Business Assets and the Goodwill attaching to it
or any of them.
18.7 Where provision is specifically made herein for any consent to be given
by the Partners as a whole, the Board is hereby authorised by the
Partners to give such consent should they think fit in the interests of
the Partners as a whole.
18.8 Unless the Agreement is a non-notifiable agreement pursuant to Section
27A of the RTPA, to the extent that any provision of the Agreement, or of
any other arrangement of which it forms part, is a restriction or
information provision for the purposes of the RTPA by virtue of which the
Agreement or any such arrangement is registrable under the RTPA, no such
restriction or provision shall take effect until the day after
particulars of the Agreement or, as the case may be, that arrangement,
have been furnished to the Director General of Fair Trading in accordance
with the RTPA.
18.9 The Purchaser acknowledges that following Completion certain of the
Partners and certain Employees will need to devote a reasonable amount of
time to the tasks of:
18.9.1 preparing, submitting and answering enquiries concerning the tax
affairs of the Partners and the Partnership; and
18.9.2 running the businesses and administering the affairs of the
Specified Companies pending their transfer to the Purchaser (or
their winding up) pursuant to the terms of this Offer,
and the Purchaser agrees that it will permit time to be spent as
aforesaid and will permit such access to the Business Records as shall be
necessary for such purpose provided that the interests of the Business
are not thereby prejudiced.
19. COSTS
Each of the Purchaser and the Partners shall bear and pay their own costs
(including, for the avoidance of doubt, the costs of their own
professional advisers) in connection with the preparation, negotiation
and acceptance of this Offer and Completion. Subject to sub-clause 11.7,
the Purchaser shall bear all proper costs and expenses incurred by it or,
up to a maximum of (Pounds)50,000, the Partners (excluding any costs
incurred by the Partners in connection with any claim brought by the
Purchaser pursuant to the Agreement) following
22
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Completion in reliance on or compliance with the provisions of this Offer
sub-clause 18.6 and as otherwise provided in Part II of Schedule 4.
20. NOTICES
20.1 A notice, approval, consent or other communication in connection with the
Agreement must be in writing and must be left at the address of the
addressee, or sent by prepaid ordinary post (airmail if posted to or from
a place outside the United Kingdom) to the address of the addressee or
sent by facsimile to the facsimile number of the addressee which is
specified below in the case of the Purchaser (copied to Walter V
Stafford, General Counsel at CB Richard Ellis Services, Inc., 353
Sacramento Street, 19th Floor, San Francisco, California 94111, USA, fax
no. 001 415 733 5533) and in Schedule 1 in the case of the Partners or,
if the addressee notifies to the Purchaser another address or facsimile
number, to that address or facsimile number.
The address and facsimile number of the Purchaser is:
Address: CB Hillier Parker Limited
77 Grosvenor Street
London W1A 2BT
Facsimile: 0171 491 0979
Marked for the attention of: Walter V Stafford
20.2 A notice, approval, consent or other communication shall take effect from
the time it is received (or, if earlier, the time it is deemed to be
received in accordance with sub-clause 20.3) unless a later time is
specified in it.
20.3 A letter or facsimile is deemed to be received:
20.3.1 in the case of a posted letter on the third (seventh, if posted
to or from a place outside the United Kingdom) day after posting;
and
20.3.2 in the case of facsimile, on production of a transmission report
from the machine from which the facsimile was sent which
indicates that the facsimile was sent in its entirety to the
facsimile number of the recipient.
21. GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS
21.1 This Offer and the Agreement shall be governed by, and construed in
accordance with, English law.
21.2 Any dispute arising out of or in connection with the Agreement, including
any question regarding the existence, scope, validity or termination of
the Agreement or this clause, shall be referred to and finally resolved
under the Rules of Conciliation and Arbitration of the International
Chamber of Commerce, which Rules are deemed to be incorporated by
reference into this clause.
21.3 There shall be one Arbitrator.
21.4 The place of arbitration shall be London, England.
21.5 The proceedings of the arbitration shall be governed by English law.
21.6 The Partners and the Purchaser agree that information concerning any
arbitration, including (without limitation) information concerning any
arbitration award, shall be treated as confidential and not disclosed to
any third party without the consent in writing of the Purchaser and the
Board on behalf of the Partners unless:
21.6.1 the information has come into the public domain other than
through the fault of the person disclosing it;
21.6.2 such disclosure is required by law or by any securities exchange
or regulatory or governmental body having jurisdiction over the
person disclosing the information, whether or not the requirement
has the force of law;
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21.6.3 such disclosure is necessary in order to establish or protect any
legal right or the person disclosing the information; or
21.6.4 the disclosure is limited to the directors and officers,
professional advisers, auditors, bankers or insurers of the
person disclosing the information, acting as such, or to a person
intended to be called as a witness in the arbitration by the
person disclosing the information, for the purpose of preparing
his testimony, but provided that in any such case a written
confidentially undertaking in a form equivalent to this clause
has first been obtained from such person.
21.7 The restrictions contained in this sub-clause 21.6 shall survive the
termination of the Agreement.
21.8 Each of the Purchaser and the Partners agrees that without preventing any
other mode of service, any document in an action (including, but not
limited to, any writ of summons or other originating process or any third
or other party notice) may be served on either the Purchaser or the
Partners by being delivered to or left for that person at its address for
service of notices under clause 20 and each of the Purchaser and the
Partners undertakes to maintain such an address at all times in the
United Kingdom and to notify the other in advance of any change from time
to time of the details of such address in accordance with the manner
prescribed for service of notices under clause 20.
This Offer is hereby made by all of the Partners on the date first mentioned
above.
Signed by ) DONALD NEWELL
D Newell ) ........................
Signed by ) R.A. GRANT
R A Grant ) ........................
Signed by ) J.C. EDGCUMBE
J C Edgcumbe ) ........................
Signed by ) R.A. FARNES
R A Farnes ) ........................
Signed by ) D.J.P. PRICE
D J P Price ) ........................
24
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Signed by ) B. DE SAULLES
B J R de Saulles ) ........................
Signed by ) M.J.E. MARSHALL
M J E Marshall ) ........................
BY HIS ATTORNEY
R.A. FARNES
Signed by ) P.G. REDDICK
P G Reddick ) ........................
Signed by ) G.J. DALE
G J Dale ) ........................
Signed by ) P.J. MORRISSEY
P J Morrissey ) ........................
BY HIS ATTORNEY
R.A. FARNES
Signed by ) B.P. RAGGETT
B P Raggett ) ........................
BY HIS ATTORNEY
R.A. FARNES
Signed by: ) G. NICHOLSON
G Nicholson ) ........................
Signed by ) JENEFER GREENWOOD
Jenefer D Greenwood ) ........................
25
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Signed by ) J.A. CAMPBELL
J A Campbell ) ........................
BY HIS ATTORNEY
R.A. FARNES
Signed by ) S.J. ROBINSON
S J Robinson ) ........................
BY HIS ATTORNEY
R.A. FARNES
Signed by ) MARK CREEDY SMITH
M O Creedy Smith ) ........................
Signed by ) M.F. CREAMER
M F Creamer ) ........................
Signed by ) DAVID SPAULL
D A Spaull ) ........................
Signed by ) JAMES CLIFTON-BROWN
J B Clifton-Brown ) ........................
Signed by ) M.A.T. BARNWELL
M A T Barnwell ) ........................
Signed by ) M.J. PRENTICE
M J Prentice ) ........................
26
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Signed by ) P.C. REDMAN
P C Redman ) ........................
Signed by ) N.G.J. BAUCHER
N G J Baucher ) ........................
Signed by ) C.J.J. OSMOND
C J J Osmond ) ........................
Signed by ) R.V. STANBURY
R V Stanbury ) ........................
Signed by ) F.W. SCARBOROUGH
F W Scarborough ) ........................
Signed by ) G.S. NORTH
Gillian S North ) ........................
27
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SCHEDULE 1
THE PARTNERS
<TABLE>
<CAPTION>
NAME ADDRESS NO OF SHARES HELD IN THE
- ---- ------- ------------------------
CAPITAL OF THE
--------------
PARTNERSHIP
-----------
<S> <C> <C>
D Newell 73 Sussex Square 150
London W2 2SS
R A Grant 1 Tarrant Place 150
Crawford Street
London W1H 1AD
J C Edgcumbe Holly House 145
36 Burdon Lane
Cheam
Surrey SM2 7PT
R A Farnes Scearnbank 150
Kent Hatch Road
Crockham Hill
Nr Edenbridge
Kent TN8 6SZ
D J P Price Townsend House 150
Lucas Lane
Ashwell
Baldock
Herts SG7 5LN
B J R de Saulles "Inglenook" 120
The Green
Leigh
Kent TN11 8QE
M J E Marshall 14 Palmerston House 150
60 Kensington Place
London W8 7PU
P G Reddick Flat 32 130
Gilby House
38/46 Jamestown Road
London NW1 7BY
G J Dale Coldhayes 120
Liss
Hampshire GU33 6LL
P J Morrissey Peover Hall Farmhouse 130
Peover Park
Over Peover
Nr Knutsford
Cheshire WA16 9HW
B P Raggett Preywater 125
Woodcote Park
Epsom
Surrey KT18 7EN
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
NAME ADDRESS NO OF SHARES HELD IN THE
- ---- ------- ------------------------
CAPITAL OF THE
--------------
PARTNERSHIP
-----------
<S> <C> <C>
G Nicholson Elsted Lodge 150
14 Greville Park Avenue
Ashtead
Surrey KT21 2QS
Jenefer D Greenwood 12 Belsize Park Mews 130
Hampstead
London NW3 5BL
J A Campbell 1 Ravelston Dykes 110
Edinburgh EH4 3EE
S J Robinson "Brookmans Heights" 113
10 Upland Drive
Brookmans Park
Herts AL9 6PS
M O Creedy Smith 15 Marlborough Crescent 120
Bedford Park
London W4 1HE
M F Creamer Mallingdown Farm 130
Down Street
Piltdown
East Sussex TN22 3XU
D A Spaull Fieldgate Farm 125
Fieldgate Lane
Ugley Green
Nr Bishops Stortford
Hertfordshire CM22 6HJ
J B Clifton-Brown Lower Church Farm 120
Baughurst
Nr Basingstoke
Hants RG26 5JY
M A T Barnwell Brook House 130
Ham
Marlborough
Wiltshire SN8 3RB
M J Prentice The Croft 108
Northchurch Common
Berhamsted
Herts HP4 1LR
P C Redman 4 Astor Close 120
Bray
Maidenhead
Berks SL6 1XQ
N G J Baucher The Croft 135
Horsted Lane
Dane Hill
East Sussex RH17 7HP
C J J Osmond 40 Haldon Road 105
London
SW18 1QG
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
NAME ADDRESS NO OF SHARES HELD IN THE
- ---- ------- ------------------------
CAPITAL OF THE
--------------
PARTNERSHIP
-----------
<S> <C> <C>
R V Stanbury Flat 50 130
56 Vincent Square
London SW1P 2NE
F W Scarborough Brayfield Cottage 115
Brayfield Road
Bray
Berks SL6 2BW
Gillian S North 75a Pottery Lane 60
London W11 4NA --
------------
3,421
</TABLE>
30
<PAGE>
SCHEDULE 2
THE WARRANTIES
INDEX
1. INTERPRETATION
2. ACCOUNTS
2.1 General
2.2 Provision for liabilities, capital commitments and bad debts
2.3 Valuation and depreciation as in Previous Accounts
2.4 Rate of depreciation
2.5 Profits
2.6 Application of warranties to the Previous Accounts
2.7 Position since Accounts Date
2.8 Realisation of Book Debts
3. ASSETS
3.1 Sole assets
3.2 Title to assets
3.3 Condition of plant and machinery
3.4 Acquisition at arm's length
4. PROPERTIES
4.1 Interests
4.2 Title
4.3 Claims and disputes
4.4 Condition of Business Premises
4.5 Tenancies
4.6 762 Pershore Road, Selly Park, Birmingham
5. ENVIRONMENT
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Interests
6.2 Validity
6.3 Infringements and payments
6.4 Confidentiality
7. COMMERCIAL ARRANGEMENTS AND CONDUCT
7.1 Arrangements with connected persons
7.2 Material contracts
7.3 Commercial position
7.4 Restrictive Agreements
8. LITIGATION, DEFAULTS AND INSURANCE
8.1 Legal proceedings
8.2 Unlawful acts by the Partners
8.3 Defaults by others
8.4 Official investigations
8.5 Policies
8.6 Claims
9. ORGANISATION AND BUSINESS
9.1 Business Records
9.2 Powers of attorney
9.3 Licences, permissions and consents
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9.4 Other aspects of carrying on business
10. EMPLOYEES
10.1 Disclosure of material facts
10.2 Compliance with requirements
10.3 Agreements
10.4 Disputes
11. Changes in employees' remuneration
12. PENSIONS AND ANNUITIES
13. TAXATION MATTERS
13.1 General and compliance matters
13.2 Employment related matters
13.3 VAT
13.4 Inheritance tax
13.5 Stamp duty
13.6 General
14. MISCELLANEOUS
14.1 Date Compliance
14.2 Disclosure of material documents
14.3 Introduction and disclosures
32
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1. INTERPRETATION
In this Schedule, each of the following words and expressions shall, unless
the context requires otherwise, have the following meaning:
"ACCOUNTS DATE BOOK DEBTS" means the book debts of the Partnership as at
the Accounts Date other than any such book debts of an amount less than
(Pounds)1,000 (excluding VAT);
"DATE COMPLIANCE" means the ability to:
(i) process and continue to process data correctly and consistently with
reference to any and all dates including any dates in any century or
leap year;
(ii) perform without being adversely affected by any date or change of
date including any date in any century or leap year;
(iii) function without being adversely affected by any date or change of
date including any date in any century or leap year; and
(iv) produce output (including any output for any interface to other
hardware, software or systems) which will in relation to any date
contained within such output explicitly and unambiguously identify
the date in full including the century within which the date falls;
"ICTA" means the Income and Corporation Taxes Act 1988;
"PREVIOUS ACCOUNTS" means the audited consolidated balance sheet of the
Business for each of the two accounting reference dates immediately
preceding that ended on the Accounts Date and the audited consolidated
profit and loss account of the Business for each of the two accounting
reference periods ending on those dates; and
"TCGA" means the Taxation of Chargeable Gains Act 1992.
2. ACCOUNTS
2.1 GENERAL
The Accounts:
2.1.1 have been prepared under the historical cost convention and in
accordance with the accounting principles, policies and practices
adopted by the Partners as set out in the Accounts;
2.1.2 fairly present the state of the affairs of the Partnership in
relation to the Business as at the Accounts Date and of its results
for the accounting reference period ended on that date;
2.1.3 (save as the Accounts expressly disclose) are prepared on a basis
consistent with the basis on which the Previous Accounts were
prepared and using policies and practices of accounting which are
the same as those adopted in preparing the Previous Accounts and
which, since the Accounts Date, have continued to be adopted by the
Partners in relation to the Business without alteration; and
2.1.4 (save as the Accounts expressly disclose) are not affected by any
material unusual or non-recurring items.
2.2 PROVISION FOR LIABILITIES, CAPITAL COMMITMENTS AND BAD DEBTS
The Accounts make adequate provision or reserve for, or disclose, all
liabilities known to the Partners (including contingent and disputed
liabilities) and all capital commitments of the Partnership in relation to
the Business as at the Accounts Date, indicate clearly which of those
liabilities are not usually provided for or reserved, and make adequate
provision or reserve for all bad and doubtful debts.
33
<PAGE>
2.3 VALUATION AND DEPRECIATION AS IN PREVIOUS ACCOUNTS
The method of valuing work in progress and the basis of depreciation in
respect of fixed assets adopted in the Accounts are the same as those
adopted in the Previous Accounts.
2.4 RATE OF DEPRECIATION
The rate of depreciation adopted in the Accounts is sufficient for the
value of each of the fixed assets of the Partnership in relation to the
Business to be written down to nil by the end of its useful working life.
2.5 PROFITS
The profits shown in the Accounts have not to a material extent been
affected (except as disclosed in those accounts) by any extraordinary or
exceptional event or circumstance or by any other factor rendering them
unusually high or low and not affecting similar businesses.
2.6 APPLICATION OF WARRANTIES TO THE PREVIOUS ACCOUNTS
Each of the statements in sub-paragraphs 2.1, 2.2, 2.4 and 2.5 would be
true and accurate in relation to each of the Previous Accounts if:
2.6.1 for each reference to the Accounts there were substituted a
reference to each set of the Previous Accounts;
2.6.2 for each reference to the Accounts Date there were substituted a
reference to the accounting reference date to which the Previous
Accounts were prepared; and
2.6.3 for each reference to the Previous Accounts (other than any such
deemed reference pursuant to this sub-clause 2.6) there were
substituted a reference to the audited balance sheet of the
Partnership in relation to the Business for each of the two
accounting reference periods immediately preceding that ended on the
accounting reference period to which the relevant Previous Accounts
relate and the audited profit and loss account of the Business for
each of those two periods.
2.7 POSITION SINCE ACCOUNTS DATE
Since the Accounts Date:
2.7.1 the Business has been carried on in the ordinary course and so as to
maintain it as a going concern;
2.7.2 there has been no material adverse change in the financial or
trading position of the Business;
2.7.3 the Business has not been materially and adversely affected by the
loss of any important customer or by any abnormal factor not
affecting similar businesses to a materially similar extent and the
Partners are not aware of any fact likely to give rise to any such
effect whether before or after Completion;
2.7.4 the Partners have not in relation to the Business acquired or
disposed of or agreed to acquire or dispose of any business or any
material asset other than in the ordinary course of the Business;
and
2.7.5 no debtor owing more than (Pounds)10,000 has been released by the
Partners in relation to the Business on terms that he pays less than
the book value of any debt (subject to settlement discounts on the
usual terms which have been disclosed to the Purchaser) and no debt
of more than (Pounds)10,000 has been written off or has proved to be
irrecoverable to any extent.
2.8 REALISATION OF ACCOUNTS DATE BOOK DEBTS
The Accounts Date Book Debts shall by no later than 31st December 1998
realise in aggregate their full nominal amount less the aggregate provision
for bad or doubtful debts included in the Accounts.
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<PAGE>
3. ASSETS
3.1 SOLE ASSETS
No assets are used or employed in relation to the Business other than the
Business Assets.
3.2 TITLE TO ASSETS
Each of the Business Assets (other than the Business Premises) are the
absolute property of the Partnership free from any mortgage, charge, lien,
bill of sale or other encumbrance and are not the subject of any leasing,
hiring or hire-purchase agreement or agreement for payment on deferred
terms or assignment or factoring or other similar agreement, and each such
Business Asset is in the exclusive possession or under the control of the
Partnership.
3.3 CONDITION OF PLANT AND MACHINERY
The Fixed Plant and Machinery and Movable Plant and Machinery are in
adequate repair for the purposes for which they are used and comply with
any applicable legal requirement or restriction, and any vehicles comprised
among the Movable Plant and Machinery are duly licensed.
3.4 ACQUISITION AT ARM'S LENGTH
The Partners have not, in relation to the Business, within the period of
twenty-four months ending on the date of this Offer, acquired any asset,
and no Business Asset has been acquired, on terms which were not by way of
bargain at arm's length.
4. PROPERTIES
4.1 INTERESTS
The Business Premises comprise all the land and buildings owned by the
Partners or used or occupied by them or in which they have any other
interest, right or liability in relation to the Business save for any
interest in property arising from any property management agreement and/or
building maintenance activity carried on in the ordinary course of the
Business.
4.2 TITLE
In respect of each of the Business Premises and as far as the Partners are
aware:
4.2.1 the information contained in each Certificate of Title is true and
accurate in all material respects; and
4.2.2 the information contained in Part I of Schedule 4 as to tenure and
the principal terms of the lease or licence held by the Partners is
true and accurate in all material respects.
4.3 CLAIMS AND DISPUTES
As far as the Partners are aware and save as disclosed in the Certificates
of Title no action, claim, proceeding, demand, dispute or liability
(contingent or otherwise) in respect of any of the Business Premises is
outstanding or anticipated.
4.4 CONDITION OF BUSINESS PREMISES
As far as the Partners are aware the buildings and other structures
included in the Business Premises are in good and substantial repair and
fit for the purposes for which they are presently used and no material
expenditure is anticipated in the foreseeable future.
4.5 TENANCIES
In relation to those of the Business Premises which are subject to any
lease, underlease, agreement, licence or other right of occupation
("TENANCY") the terms of each tenancy is summarised in Part I of Schedule 4
which is true and accurate in all material respects.
35
<PAGE>
4.6 762 PERSHORE ROAD, SELLY PARK, BIRMINGHAM
4.6.1 The Partners have paid the rent and all other sums payable under the
Lease of the property situated at 762 Pershore Road on the due dates
for payment and have, so far as they are aware, observed and
performed the covenants and the conditions contained in such Lease
in all material respects and have received no complaint regarding
any alleged breach of any of such covenants and conditions.
4.6.2 In relation to the tenancy of the property situated at 762 Pershore
Road all rent and other payments are paid promptly as and when they
become due and all covenants and conditions contained in the
tenancy, whether on the part of the landlord or the tenant, have so
far as the Partners are aware been observed and performed to date,
and no breaches have been waived or acquiesced in.
5. ENVIRONMENT
The statements in the Certificates of Title as regards matters of
Environmental Law (as defined in the Certificates of Title) are true and
accurate in all material respects.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 INTERESTS
The Partners:
6.1.1 are the registered proprietors (where appropriate), and the
beneficial owners of, and otherwise have good title to, each of the
Business Intellectual Property Rights free from all charges, liens,
encumbrances, equities, licences, user and other agreements, rights
and claims whatsoever; and
6.1.2 in relation to the Business have not entered into any agreement for:
(A) the licensing or use of any Intellectual Property Rights; or
(B) the provision or acquisition of know-how or technical
information or assistance; or
(C) the prohibition or restriction of the disclosure of any know-
how or technical information;
6.2 VALIDITY
As far as the Partners are aware all of the Business Intellectual Property
Rights are valid and none of the Business Intellectual Property Rights or
any of them are being attacked or opposed by any person.
6.3 INFRINGEMENTS AND PAYMENTS
6.3.1 As far as the Partners are aware none of the activities or
operations carried on by the Partnership in relation to the Business
infringes any right of another person in respect of any Intellectual
Property Rights or gives rise to payment by the Partners or may give
rise to payment by the Purchaser of any royalty or of any sum in the
nature of a royalty or to liability to pay compensation pursuant to
any applicable legislation.
6.3.2 As far as the Partners are aware none of the Business Intellectual
Property Rights are being infringed by the activities or operations
carried on by another person or has given rise to payment to the
Partners or may give rise to payment to the Purchaser of any royalty
or of any sum in the nature of a royalty or a right to receive
compensation pursuant to any applicable legislation.
6.4 CONFIDENTIALITY
Save in the ordinary course of business the Partners have not disclosed or
permitted to be disclosed or undertaken or arranged to disclose to any
person any of the Confidential Information.
36
<PAGE>
7. COMMERCIAL ARRANGEMENTS AND CONDUCT
7.1 ARRANGEMENTS WITH CONNECTED PERSONS
Save as set out in the Partnership Agreement and the Partnership Memorandum
there is not outstanding in relation to the Business any agreement or
arrangement between the Partners and any one of them or any close relative
of any of the Partners.
7.2 MATERIAL CONTRACTS
As regards Contracts where the amount payable or receivable by the
Purchaser is reasonably likely to exceed (Pounds)50,000 per annum
(excluding VAT) and which are only terminable by the giving of more than 12
months notice by the Partnership, (A) all such Contracts are fairly
identified in the Disclosure Letter and (B) there is not outstanding in
relation to the Business:
7.2.1 any contract of guarantee, indemnity or suretyship or any contract
to secure any obligation of any person;
7.2.2 any agreement or arrangement between the Partners and a major
distributor, supplier or customer;
7.2.3 any joint venture, consortium or partnership agreement or
arrangement;
7.2.4 any sale or purchase option or similar agreement or arrangement
affecting any of the Business Assets or by which the Partners are
bound;
7.2.5 any liability, obligation or commitment of any kind on the part of
the Partners (including a capital commitment) which has not been
incurred in the ordinary course of business; or
7.2.6 any agreement or arrangement between the Partners and any other
person which will or may be terminated as a result of the
Purchaser's acceptance of this Offer (or Completion) or which will
be affected materially by it or which includes any provision in
respect of a change in the control or management of the Business or
any of the Business Assets.
7.3 COMMERCIAL POSITION
As far as the Partners are aware there is no substantial customer of the
Partnership in relation to the Business who has in the 12 months prior to
Completion ceased purchasing from the Business or who is likely after
Completion to reduce substantially or terminate purchases from the
Business.
7.4 RESTRICTIVE AGREEMENTS AND ANTI-COMPETITIVE BEHAVIOUR
7.4.1 The Partners are not, and have not been in relation to the Business,
party to any agreement between undertakings, decision by any
association of undertakings or concerted practice which infringes or
infringed Article 85(1) of the Treaty of Rome (whether or not it is
or was exempted under Article 85(3) of the Treaty of Rome) or which
is or was the subject of a comfort letter or administrative letter
issued by the EC Commission or by Directorate-General IV thereof.
7.4.2 The Partners in relation to the Business are not party to any
agreement which is registrable under the RTPA (whether or not
particulars of any arrangement have been furnished to the Director
General of Fair Trading in accordance with the RTPA).
7.4.3 The Partners in relation to the Business are not, and have not been,
party to any conduct, course of conduct, arrangement, action or
omission which constitutes an abuse of a dominant position under
Article 86 of the Treaty of Rome.
7.4.4 As far as the Partners are aware the Partners in relation to the
Business are not, and have not been, party to any course of conduct
which is or was an anti-competitive practice within the meaning of
the Competition Act 1980.
37
<PAGE>
7.4.5 As far as the Partners are aware the Partners in relation to the
Business do not infringe and have not infringed any provision of the
Resale Prices Act 1976.
7.4.6 As far as the Partners are aware in relation to the Business they do
not infringe and have not infringed any legislation applicable in
the United Kingdom or elsewhere relating to anti-competitive
agreements or practices or behaviour or any similar matter.
7.4.7 As far as the Partners are aware the Partners have not, in relation
to the Business, within the last two years been party to any merger
or other similar arrangement which was capable of challenge by any
anti-trust or similar authorities in any jurisdiction.
8. LITIGATION, DEFAULTS AND INSURANCE
8.1 LEGAL PROCEEDINGS
Apart from normal debt collection, the Partners are not engaged, or
proposing to engage, in any litigation, arbitration, prosecution or other
legal proceedings in relation to the Business relating to a claim in excess
of (Pounds)25,000, and there are no claims or actions (whether criminal or
civil) in progress, outstanding, pending or threatened by or against the
Partners or any of the Business Assets.
8.2 UNLAWFUL ACTS BY THE PARTNERS
Neither the Partners nor any of the Employees has by any act or default in
relation to the Business (so far as the Partners are aware) committed or
been convicted of or is currently charged with:
8.2.1 any criminal or unlawful act, other than minor road traffic
offences;
8.2.2 any breach of trust; or
8.2.3 any breach of contract or statutory duty or any tortious act which
could entitle any third party to terminate any of the Contracts of
the type described in Warranty 7.2 or could lead to a claim against
the Partners for damages, compensation or an injunction.
8.3 DEFAULTS BY OTHERS
As far as the Partners are aware no party with whom the Partners have
entered into any Contract of the type described in Warranty 7.2 is in
default under it and, as far as the Partners are aware, there are no
circumstances likely to give rise to such a default.
8.4 OFFICIAL INVESTIGATIONS
No governmental or official investigation or inquiry concerning the
Partners or the Business is in progress or threatened and, as far as the
Partners are aware, there are no circumstances which are likely to give
rise to any such investigation or inquiry.
8.5 POLICIES
All material details of all current policies of insurance taken out in
connection with the Business or any of the Business Assets have been
disclosed to the Purchaser, all such policies are in full force and effect,
the Partners have not done or omitted to do or allowed anyone to do or not
to do anything which might render any of those policies void or voidable
and have complied in all material respects with all conditions attached to
them.
8.6 CLAIMS
No claim under any policy of insurance taken out in connection with the
Business or any of the Business Assets is outstanding and, as far as the
Partners are aware, there are no circumstances likely to give rise to such
a claim.
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9. ORGANISATION AND BUSINESS
9.1 BUSINESS RECORDS
All records and information belonging to the Partnership in relation to the
Business, including all Business Records (whether or not held in written
form), are in the exclusive possession of the Partners or, under their
control and subject to unrestricted access by them.
9.2 POWERS OF ATTORNEY
There are no powers of attorney or other authorities given by the Partners
to any third party in relation to the Business or any of the Business
Assets.
9.3 LICENCES, PERMISSIONS AND CONSENTS
Details of all licences, permissions and consents necessary for the
carrying on of the Business have been obtained by the Partnership, have
been fully disclosed to the Purchaser in writing and as far as the Partners
are aware are in full force and effect and the Partners are not aware of
any circumstances indicating that any of those licences, permissions or
consents is likely to be revoked or not renewed in the ordinary course.
9.4 OTHER ASPECTS OF CARRYING ON BUSINESS
The Partners:
9.4.1 in relation to the Business, do not use on their stationery or
vehicles, or otherwise carry on business under, any name other than
"Hillier Parker";
9.4.2 in relation to the Business, do not have any branch outside the
United Kingdom or any permanent establishment outside the United
Kingdom; and
9.4.3 have complied in all material respects with all legal requirements
applicable to the Business, whether in the United Kingdom or in any
other country in which they operate, directly or indirectly.
10. EMPLOYEES
10.1 DISCLOSURE OF MATERIAL FACTS
10.1.1 There are no employees engaged in the Business or other individuals
who provide services in the nature of employment services to the
Business in either case receiving salary or other remuneration at
an annual rate exceeding (Pounds)30,000, whether as consultant,
agent or representative or otherwise, other than the Employees.
10.1.2 All material facts and matters relating to the employment of all
the Employees other than Employees employed by Hillier Parker
Management Services Limited (including but not limited to their
respective salaries, ages, length of service, notice periods, terms
and conditions of employment, employment or benefits policies,
share incentive schemes, share option schemes or profit-share
schemes and entitlements under these schemes, all rights, and any
other agreement or arrangement relating to their employment) have
been disclosed in writing to the Purchaser.
10.1.3 The salaries, ages, lengths of service, notice periods, employment
or benefits policies and bonus arrangements but not the individual
contracts of employment of Employees employed by Hillier Parker
Management Services Limited (save for the individual contract of
employment of any such Employee who received or was entitled to
total remuneration at a rate in excess of (Pounds)150,000 in the
year ended on the Accounts Date) have been disclosed in writing to
the Purchaser.
10.1.4 All material facts and matters relating to all collective
agreements, arrangements or other understandings with any trade
union, staff association or other body representing the Employees
have been disclosed in writing to the Purchaser.
39
<PAGE>
10.2 COMPLIANCE WITH REQUIREMENTS
As far as the Partners are aware the Partners have in relation to each of
the Employees:
10.2.1 complied in all material respects with their obligations under the
Trade Union and Labour Relations (Consolidation) Act 1992, the Sex
Discrimination Act 1975, the Race Relations Act 1976, the
Employment Rights Act 1996, Article 119 of The Treaty of Rome, the
Equal Treatment Directive, The Disability Discrimination Act 1995
and all other statutes, regulations and codes of practice relevant
to their relations with the employee and with any recognised trade
union representing him and all collective agreements from time to
time in force relating to such relations or the conditions of
service of the employee and have maintained adequate and suitable
records regarding the service of the employee;
10.2.2 discharged fully their obligations to pay all salaries, wages,
commissions, bonuses, overtime pay, holiday pay, sick pay, accrued
entitlement under incentive schemes and other benefits of or
connected with employment; and
10.2.3 without prejudice to paragraph 10.2.1, complied in all material
respects with all their obligations under statute and otherwise
concerning health and safety at work and have not incurred any
undischarged liability to any employee in respect of any accident
or injury.
10.3 AGREEMENTS
As far as the Partners are aware they have not in relation to the Business
entered into and which remains effective:
10.3.1 any agreement or arrangement to make any payments (other than
emoluments) to or on behalf of any of the Employees;
10.3.2 any contract of service with any Employee which is not terminable
by the Partners by 3 months' notice or less without payment of
compensation (except as provided by statute);
10.3.3 any agreement or arrangement for the provision of services in
return for remuneration at an annual rate exceeding (Pounds)30,000;
10.3.4 any agreement imposing an obligation on the Partners to increase
the rates of remuneration of, or to make any bonus or incentive
payments or any benefits in kind or any payments under a profit-
sharing scheme to or on behalf of, any of the Employees at any
future date; or
10.3.5 any agreement or arrangement for the provision of compensation on
the termination of employment of any Employee beyond the minimum
required by law.
10.4 DISPUTES
10.4.1 No dispute has arisen within the last 3 years between the Partners
and a material number or category of the employees engaged in the
Business at the relevant time and there are no present
circumstances which are likely to give rise to any such dispute.
10.4.2 There are no material complaints pending or which have been
notified to the Partners of whatsoever nature in relation to any of
the Employees or former employees engaged in the Business and there
is no industrial action or dispute threatened or pending or which
has been notified to the Partners in respect of or concerning any
of the Employees.
10.4.3 As far as the Partners are aware no Employee or former employee has
any right to ownership of any Intellectual Property Rights in any
invention or improvement made or discovered by him in the course of
employment with the Partners in relation to the Business or any
compensation or payment in respect of or right to use any such
Intellectual Property Rights in any invention or improvement
whether claimed under the Patents Act 1977 or otherwise.
40
<PAGE>
10.4.4 As far as the Partners are aware there are no enquiries or
investigations existing, pending or threatened affecting the
Partners in relation to the Business by the Equal Opportunities
Commission or Commission for Racial Equality.
10.4.5 No Employee who received or was entitled to total remuneration at a
rate in excess of (Pounds)100,000 in the year ended on the Accounts
Date has given notice of termination of his contract of employment
or is under notice of dismissal.
10.4.6 The Partners have not in relation to the Business offered any
contract of employment for total remuneration which is reasonably
likely to exceed (Pounds)100,000 in any period of twelve months to
any person which remains outstanding.
10.4.7 There is no person currently or previously employed by the Partners
in relation to the Business who received or was entitled to total
remuneration at a rate in excess of (Pounds)100,000 in the year
ended on the Accounts Date who is on maternity leave, absent on
grounds of disability or other leave of absence and has a statutory
or contractual right to return to work for the Partnership in
relation to the Business.
10.5 CHANGES IN EMPLOYEES' REMUNERATION
Since the Accounts Date, there has been no change by the Partners in
relation to the Business in the remuneration of:
10.5.1 any person who was at any time during the accounting reference
period ended on that date entitled to remuneration at an annual
rate exceeding (Pounds)100,000; or
10.5.2 any person or group of persons which would increase the total
annual payroll of the Business (including all pension, commission
and similar payments and all benefits in kind) by more than 3 per
cent.
11. PENSIONS AND ANNUITIES
11.1 The Annuities Cost shall not exceed (Pounds)8,000,000.
11.2 With the exception of the Disclosed Schemes, there are no agreements or
arrangements for the provision of any relevant benefits (as defined in
Section 612(1) of the Taxes Act, with the omission of the exception in that
definition) for any Partner or employee of the Business or any former
partner or employee of the Business or for any spouse or dependant of any
such person nor has any proposal been announced to establish any such
agreement or arrangement.
11.3 Full particulars of any arrangements for the provision of medical,
sickness, permanent health or similar cover for the Partners and employees
of the Business or former partners or employees of the Business or for any
spouse or dependant of any such person have been provided to the Purchaser.
11.4 The Partners have no obligation to contribute to any personal pension
scheme (as defined in Section 630 of the Taxes Act) in respect of any
Partner or employee of the Business or any former partner or employee of
the Business.
11.5 True and complete copies of the trust deeds and rules and other documents
containing the provisions currently governing the Disclosed Schemes and
full particulars of the benefits and entitlements under the Disclosed
Schemes other than benefit statements (including any discretionary
practices) and the contributions payable to the Disclosed Schemes have been
provided to the Purchaser and there is no obligation to provide benefits
under the Disclosed Schemes other than as revealed in such documents and
particulars nor is there anything contained in any announcement or other
communication to any members of the Disclosed Schemes which is inconsistent
to a material degree with the information given in such documents and
particulars.
11.6 No change in the benefits under the Disclosed Schemes has been announced or
is under consideration.
11.7 The Partners are not providing and have not at any time provided or
promised to provide ex gratia pensions or other benefits in respect of any
person.
41
<PAGE>
11.8 True and complete copies of all material announcements and other
communications that have been issued to current and former members of the
Disclosed Schemes have been provided to the Purchaser.
11.9 No discretion or power has been exercised under the Disclosed Schemes to:
11.9.1 augment benefits;
11.9.2 admit to membership anyone not otherwise eligible for admission;
11.9.3 admit to membership anyone on terms relating to transfer credits
in circumstances where a full transfer payment has not yet been
made in full in respect of that person; or
11.9.4 pay a contribution or provide a benefit which would not otherwise
be paid or provided.
11.10 True and complete copies of all agreements relating to the provision of
any services in connection with the Disclosed Schemes have been provided
to the Purchaser.
11.11 True and complete copies of any schedule of contributions maintained in
relation to the Disclosed Schemes, the letters of appointment of the
auditor, actuary and fund manager of the Disclosed Schemes and of all
other professional advisers, and the statement of investment principles
maintained in relation to the Disclosed Schemes have been provided to the
Purchaser.
11.12 Actuarial advice has been taken on the funding of each of the Disclosed
Schemes which is a defined benefits scheme and contributions have at all
times been paid in accordance with contribution rates recommended by the
actuary and true and complete copies of the latest actuarial valuation
report and actuarial certificate and of the latest trustees' report and
accounts relating to the Disclosed Schemes have been provided to the
Purchaser and there has been no material change in the circumstances of
the Disclosed Schemes since the effective dates of such report and
certificate and such report and accounts.
11.13 The Partners have duly complied with their obligations under the
Disclosed Schemes and all amounts due to be paid to the Disclosed Schemes
have been paid when due.
11.14 Insofar as the Partners are aware none of the current or former trustees
of the Disclosed Schemes have been disqualified from acting as such
pursuant to the Pensions Act 1995.
11.15 All death in service benefits under the Disclosed Schemes are fully
insured and all premiums by way of insurance which are payable in respect
of the Disclosed Schemes by the Partners or by the trustees or other
administrators of the Disclosed Schemes have been duly paid to the
relevant insurance company and the rates at which such premiums are
payable and any discrepancy in the amounts currently payable in respect
of individual members of the Disclosed Schemes have been disclosed to the
Purchaser.
11.16 The Disclosed Schemes are approved as exempt approved schemes (within the
meaning of Chapter I of Part XIV of the Taxes Act ) and in respect of
each of the Disclosed Schemes which is contracted out there is in force
in respect of employments to which the Disclosed Schemes relate an
appropriate contracting-out certificate (within the meaning of Section 7
of the Pension Schemes Act 1993) and there is no reason why such approval
will or may cease or any such contracting-out certificate will or may be
cancelled surrendered or varied.
11.17 The Disclosed Schemes which are contracted out comply in all respects
with the contracted out "reference scheme" test and a copy of the latest
certificate issued by the actuary to the relevant Disclosed Schemes
confirming this has been provided to the Purchaser.
11.18 The Disclosed Schemes have at all times been administered in accordance
with the trusts powers and provisions of the Disclosed Schemes and the
requirements of legislation (including without limitation Article 119 of
the Treaty of Rome) and of the Pension Schemes Office and with due regard
to the general requirements of trust law.
42
<PAGE>
11.19 The membership data relating to the Disclosed Schemes that has been
disclosed to the Purchaser is complete and accurate in all material
respects.
11.20 Full details of the current procedures for the appointment of trustees of
the Disclosed Schemes have been disclosed to the Purchaser.
11.21 Insofar as the Partners are aware there are not in respect of the
Disclosed Schemes or the benefits under them any claims or actions
(including without limitation any complaints made under any internal
disputes procedure maintained in respect of the Disclosed Schemes and any
references made to the Pensions Ombudsman or the Occupational Pensions
Advisory Service) in progress, pending, threatened or anticipated (other
than routine claims for benefits).
11.22 Full particulars of the assets of the Disclosed Schemes have been
disclosed to the Purchaser by reference to the categories listed in
Schedule 3 to the Occupational Pension Schemes (Disclosure of
Information) Regulations 1996 and none of the assets are employer-related
investments (within the meaning of those Regulations).
11.23 No employer other than the Partners or the principal employer
participates or has participated in the Disclosed Schemes.
11.24 No payment of assets from the Disclosed Schemes has at any time been made
to the Partners or any other current or previous participating employer
in the Disclosed Schemes.
11.25 All material details of the arrangements for the administration and
management of the Disclosed Scheme have been disclosed to the Purchaser.
11.26 All actuarial, consultancy, legal and other fees charges or expenses in
respect of the Disclosed Schemes payable by the Partners or the
participating employers or the trustees of the Disclosed Schemes have
been paid.
11.27 Insofar as the Partners are aware none of the current or former advisers
to the Disclosed Schemes have at any time had cause to report any
wrongdoing or irregularity to the Occupational Pensions Regulatory
Authority ("OPRA").
11.28 No statements have been filed in relation to the resignation or removal
of any current or former auditor or actuary to the Disclosed Schemes.
12. TAXATION MATTERS
12.1 GENERAL AND COMPLIANCE MATTERS
12.1.1 So far as the Partners are aware neither the Inland Revenue nor
HM Customs & Excise has agreed to operate any special arrangement
(being an arrangement which is not based on a strict and detailed
application of the relevant legislation whether expressly
provided for in the relevant legislation or operated by way of
extra-statutory concession) in relation to the Business being an
arrangement which is in operation as at the date of this Offer.
12.1.2 The Partnership and each of the Companies have made all deduction
required under Section 42A (and regulations made thereunder) and
Section 349 ICTA and have duly accounted to the relevant taxation
authority for all amounts so withheld.
12.1.3 The Disclosure Letter sets out such details of which the Partners
are aware of all payments in the course of the Business which are
currently required to be made under deduction of tax (other than
payments to Employees).
12.2 EMPLOYMENT RELATED MATTERS
Neither the Partnership nor any of the Companies have in relation to the
Business adopted, operates or been part of any scheme approved, or for
which approval has been or is to be sought, under Section 202 of the
Taxes Act (Charities: Payroll Deduction Scheme) or Chapter III of Part V
of the Taxes Act (Profit Related Pay).
43
<PAGE>
12.3 VAT
12.3.1 The Partnership and each of the Companies required to be registered
for the purposes of the VATA (the "RELEVANT COMPANIES") are
registered and taxable persons in relation to the Business for the
purposes of the VATA and have complied with and observed in all
material respects the terms of such legislation and all regulations
made or notices issued thereunder and have in all material respects
maintained and obtained complete, correct and up-to-date records,
invoices and other documents (as the case may be) requisite for the
purposes thereof and neither the Partnership nor the Relevant
Companies are liable for VAT pursuant to the provisions in Section
47 VATA.
12.3.2 The Partnership is not contractually committed (contingently or
otherwise) to make or receive any supply in respect of which an
election to waive the exemption from VAT in accordance with the
provisions of paragraph 2 of Schedule 10 to the VATA has been made.
12.3.3 The Disclosure Letter contains details (including the total input
tax on the capital item and the percentage of input tax claimed on
the item in the first interval, both as defined in part XV of the
Value Added Tax Regulations 1995 S1 1995/2518 (the "VAT
Regulations")) of all land and other capital items which are used
in the course or furtherance of the Business to which Part XV of
the VAT Regulations applies. No such adjustment as is referred to
in regulations 112 to 116 of the VAT Regulations has been made or
so far as the Partners are aware should have been made and so far
as the Partners are aware on the basis of use of the capital items
up to and including Completion no such adjustment would have to be
made in respect of the current interval in relation to any such
capital items.
12.3.4 Neither the Partnership nor any of the Relevant Companies has in
relation to the Business made exempt supplies such or of such
amount that it is unable to obtain full credit for input tax paid
or suffered by it.
12.4 INHERITANCE TAX
12.4.1 None of the Business Assets is subject to an outstanding Inland
Revenue charge (as defined in Section 237 of the Inheritance Tax
Act 1984).
12.4.2 So far as the Partners are aware no circumstances exist such that a
power of sale could be exercised in relation to any of the Business
Assets pursuant to Section 212 of the Inheritance Tax Act 1984
(contingent liability of transferee for unpaid capital transfer tax
or inheritance tax).
12.5 STAMP DUTY
So far as the Partners are aware all documents in the possession or under
the control of the Partners which are necessary to establish the title of
the Partners to any of the Business Assets and which, in the United Kingdom
or elsewhere, attract either stamp duty or require to be stamped with a
particular stamp denoting that no duty is chargeable or that the document
has been produced to the appropriate authority, have been properly stamped;
and no such documents which are outside the United Kingdom would attract
stamp duty if they were brought into the United Kingdom.
12.6 GENERAL
12.6.1 All accounts, computations, notices and returns required to be made
or submitted by the Partnership in relation to the Business or any
of the Companies to any tax authority and all information required
to be given by any of them to any tax authority (including, without
limitation, all returns and other documents or information in
respect of PAYE and National Insurance Contributions) have been
properly prepared, made, submitted or given within any prescribed
time limit by the Partnership or the Companies and are up-to-date
and correct in all material respects and the Partnership and the
Companies have paid all taxation which has fallen due to be paid at
the date hereof.
44
<PAGE>
12.6.2 Neither the Partnership nor any Company is in dispute with or
subject to enquiry or investigation by any tax authority in
relation to the Business or any of the Companies which is
currently outstanding and has not been and is not expected before
Completion to be resolved and so far as the Partners are aware
there are no facts or circumstances likely to give rise to any
such dispute, enquiry or investigation.
12.6.3 None of the following events has occurred in relation to the
Business or the Companies since the Accounts Date:
(A) an event giving rise to a liability under Part XVII ICTA
1988 (tax avoidance);
(B) a distribution within the meaning given by Part VI ICTA 1988
(company distributions, tax credits etc.) or within Section
418 ICTA 1988 (expenses treated as distributions);
(C) an acquisition disposal or supply or deemed acquisition
disposal or supply of assets goods services or business
facilities of any kind (including a loan of money or a
letting hiring or licensing of any tangible or intangible
property) for a consideration which is treated for the
purposes of taxation as different from the actual
consideration;
(D) an event which results in the Partners or any Companies
being liable for taxation for which they are not primarily
liable;
(E) a disposal or deemed disposal of capital assets with an
individual market value in excess of (Pounds)10,000; and
(F) any other event which gives rise to a taxation liability of
the Partners in relation to the Business or of any of the
Companies on deemed (as opposed to actual) income profits or
gains.
12.6.4 Each of the Companies has sufficient information contained in its
records to calculate any chargeable gain or allowable loss which
may arise as a result of the disposal of assets owned by that
Company at the Accounts Date.
12.7 No balancing charge in respect of any capital allowances claimed or given
would arise if any asset of the Companies (or, where computations are made
for capital allowances purposes for pools of assets, all the assets in
that pool) were to be realised for a consideration equal to the amount of
the book value thereof as shown or included in the Accounts (or, in the
case of any asset acquired since the Accounts Date, for a consideration
equal to the consideration given for the acquisition) and so far as the
Partners are aware the Companies have not since the Accounts Date become
liable for any balancing charge.
12.8 Neither the Partnership nor the Relevant Companies have an interest in any
new or uncompleted buildings or civil engineering works within the meaning
of Group 1 Schedule 9 of the Value Added Tax Act 1994.
12.9 None of the Relevant Companies have been the subject of or affected by any
direction made pursuant to Schedule 9A VATA (anti-avoidance provisions
group) and so far as the Partners are aware could not be the subject of or
affected by such direction in respect of any matter occurring prior to
Completion.
12.10 So far as the Partners are aware no transaction described in:
12.10.1 Section 765A ICTA 1988 (movements of capital between residents
of Member States); or
12.10.2 Sections 140, 140A or 140C TCGA 1992 (international asset
transfers)
has been carried out by or in relation to any of the Companies in the six
year period ending on Completion.
45
<PAGE>
12.11 None of the Companies has ever been resident outside the jurisdiction in
which it was incorporated, nor has it ever carried on any trade, business
or other activities outside the jurisdiction in which it was
incorporated.
12.12 None of the Companies resident in the United Kingdom have or ever have
had:
12.12.1 any interest in a controlled foreign company within the meaning
of Section 747 ICTA 1988 (imputation of chargeable profits and
creditable tax of controlled foreign companies); or
12.12.2 a material interest in an offshore fund within the meaning of
Chapter V of Part XVII ICTA 1988.
12.13 So far as the Partners are aware none of the Companies has entered into
any transaction to which the provisions of Section 770 ICTA 1988 (sales
etc. at undervalue or overvalue) have been or could be applied.
12.14 There has not accrued any gain in respect of which any of the Companies
may be liable in respect of corporation tax on chargeable gains by virtue
of section 13 (attribution of gains to members of non-resident companies)
or section 87 (attribution of gains to beneficiaries) TCGA 1992.
12.15 So far as the Partners are aware no liability to taxation or non trading
deficit would arise for any of the Companies resident in the United
Kingdom from the loan relationships to which any of such Companies is
party being repaid to the extent of the amounts shown in respect of such
loan relationships in the books of the relevant Company at the date
hereof.
13. MISCELLANEOUS
13.1 DATE COMPLIANCE
The measures taken and proposed to be taken in relation to the Business
with a view to achieving Date Compliance for its computer systems have
been disclosed in writing to the Purchaser.
13.2 DISCLOSURE OF MATERIAL DOCUMENTS
There is attached to the Disclosure Letter a true and complete copy of
each of the following documents:
13.2.1 the Accounts;
13.2.2 each set of the Previous Accounts;
13.2.3 copies or details of all documents referred to in the Disclosure
Letter;
13.2.4 copies or details of all policies of insurance referred to in
paragraph 8.5 of this Schedule 2;
13.2.5 copies or details of all licences, permissions and consents
referred to in paragraph 9.3 of this Schedule 2; and
13.2.6 the standard form of contracts of employment with all Employees
whose basic salary exceeds (Pounds)25,000 per annum.
13.3 INTRODUCTION AND DISCLOSURES
The information set out in the Schedules to this Offer is true and
accurate in all material respects.
46
<PAGE>
SCHEDULE 3
THE BUSINESS INTELLECTUAL PROPERTY RIGHTS
<TABLE>
<CAPTION>
ID COUNTRY PROPRIETOR STATUS TRADEMARK
- --------- --------- --------------------------- ---------- ------------------
<C> <S> <C> <C> <C>
4375 Australia Hillier Parker May & Rowden Registered Four Arrows Device
4385 Australia Hillier Parker May & Rowden Registered Four Arrows Device
4388 Australia Hillier Parker May & Rowden Registered Four Arrows Device
4369 Australia Hillier Parker May & Rowden Registered HILLIER PARKER
4372 Australia Hillier Parker May & Rowden Registered HILLIER PARKER
4374 Australia Hillier Parker May & Rowden Registered HILLIER PARKER
4411 Austria Hillier Parker May & Rowden Registered Four Arrows Device
4406 Austria Hillier Parker May & Rowden Registered HILLIER PARKER
16404 Bahrain Hillier Parker May & Rowden Registered Four Arrows Device
16405 Bahrain Hillier Parker May & Rowden Registered Four Arrows Device
16402 Bahrain Hillier Parker May & Rowden Registered HILLIER PARKER
16403 Bahrain Hillier Parker May & Rowden Registered HILLIER PARKER
4419 Benelux Hillier Parker May & Rowden Registered Four Arrows Device
4418 Benelux Hillier Parker May & Rowden Registered HILLIER PARKER
4906 Canada Hillier Parker May & Rowden Registered Four Arrows Device
4905 Canada Hillier Parker May & Rowden Registered HILLIER PARKER
<CAPTION>
ID COUNTRY REG. NO. REG. DATE RENEW DUE DISPLAY
- --------- --------- -------- --------------- ----------- CLASSES
-------
<C> <S> <C> <C> <C> <C>
4375 Australia A533744 07 MAY 1990 07 MAY 2007 36
4385 Australia A533745 07 MAY 1990 07 MAY 2007 42
4388 Australia A533743 07 MAY 1990 07 MAY 2007 16
4369 Australia A533741 07 MAY 1990 07 MAY 2007 36
4372 Australia A533742 07 MAY 1990 07 MAY 2007 42
4374 Australia A533740 07 MAY 1990 07 MAY 2007 16
4411 Austria 141957 14 MAY 1992 14 MAY 2002 16, 36,37 & 42
4406 Austria 141958 14 MAY 1992 14 MAY 2002 16, 36, 37 & 42
16404 Bahrain 1787 05 DEC 1995 05 DEC 2005 36
16405 Bahrain 1788 05 DEC 1995 05 DEC 2005 42
16402 Bahrain 1786 05 DEC 1995 05 DEC 2005 36
16403 Bahrain 1789 05 DEC 1995 05 DEC 2005 42
4419 Benelux 486831 04 MAY 1990 04 MAY 2000 16, 35, 36, 37 & 42
4418 Benelux 486800 04 MAY 1990 04 MAY 2000 16, 35, 37, 37 & 42
4906 Canada 444854 07 JUL 1995 07 JUL 2010 16, 36, 37 & 42
4905 Canada 430857 29 JUL 1994 29 JUL 2009 16, 36, 37 & 42
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ID COUNTRY PROPRIETOR STATUS TRADEMARK REG. NO. REG. DATE
- -- ------- ---------- ------ --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
4426 Denmark Hillier Parker May & Rowden Registered Four Arrows Device 3883/1991 21 JUN 1991
4427 Denmark Hillier Parker May & Rowden Registered HILLIER PARKER 6341/1991 27 SEP 1991
4429 France Hillier Parker May & Rowden Registered Four Arrows Device 1600512 04 JUL 1990
4428 France Hillier Parker May & Rowden Registered HILLIER PARKER 1600511 04 JUL 1990
9737 France Hillier Parker May & Rowden Registered HILLIER PARKER MAY & 1192390
ROWDEN
6453 France Hillier Parker May & Rowden Registered HILLIER PARKER MAY & 1641967 20 AUG 1990
ROWDEN & Device
4431 Germany Hillier Parker May & Rowden Registered Four Arrows Device 1188750 05 OCT 1993
4430 Germany Hillier Parker May & Rowden Registered HILLIER PARKER 1187951 16 JUN 1993
4461 Hong Kong Donald Newell, Roderick Andrew Registered Four Arrows Device 2122/1994 23 JUL 1990
Grant, Michael James Ettrick
Marshall & Mark Onslow
Creedy-Smith t/a Hillier Parker
May & Rowden
9655 Hong Kong Donald Newell, Roderick Andrew Registered Four Arrows Device 853/1994 02 MAR 1992
Grant, Michael James Ettrick
Marshall & Mark Onslow
Creedy-Smith t/a Hillier Parker
May & Rowden
9656 Hong Kong Donald Newell, Roderick Andrew Registered Four Arrows Device 4449/1993 02 MAR 1992
Grant, Michael James Ettrick
Marshall & Mark Onslow
Creedy-Smith t/a Hillier Parker
May & Rowden
<CAPTION>
ID COUNTRY RENEW DUE DISPLAY
- -- ------- ---------
CLASSES
-------
<S> <C> <C> <C>
4426 Denmark 21 JUN 2001 16, 36, 37 & 42
4427 Denmark 27 SEP 2001 16, 36, 37 & 42
4429 France 04 JUL 2000 16, 36, 37 & 42
4428 France 04 JUL 2000 16, 36, 37 & 42
9737 France 12 JAN 2002 35, 36, 37 & 42
6453 France 20 AUG 2000 35 & 36
4431 Germany 13 JUN 2000 16, 36, 37 & 42
4430 Germany 13 JUN 2000 16, 35, 36, 37 & 42
4461 Hong Kong 23 JUL 2011 16
9655 Hong Kong 02 MAR 1999 36
9656 Hong Kong 02 MAR 1999 42
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ID COUNTRY PROPRIETOR STATUS TRADEMARK REG. NO. REG. DATE
- -- ------- ---------- ------ --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
9621 Hong Kong Donald Newell, Roderick Andrew Registered HILLIER PARKER B366/1995 02 MAR 1992
Grant, Michael James Ettrick
Marshall & Mark Onslow
Creedy-Smith t/a Hillier Parker
May & Rowden
9622 Hong Kong Donald Newell, Roderick Andrew Registered HILLIER PARKER B367/1995 02 MAR 1992
Grant, Michael James Ettrick
Marshall & Mark Onslow
Creedy-Smith t/a Hillier Parker
May & Rowden
4460 Hong Kong Donald Newell, Roderick Andrew Registered HILLIER PARKER & Device 365/1995 23 JUL 1990
Grant, Michael James Ettrick
Marshall & Mark Onslow
Creedy-Smith t/a Hillier Parker
May & Rowden
12711 Indonesia Hillier Parker May & Rowden Registered Four Arrows Device 326254 13 JAN 1995
12713 Indonesia Hillier Parker May & Rowden Registered Four Arrows Device 325896 09 JAN 1995
12710 Indonesia Hillier Parker May & Rowden Registered HILLIER PARKER 325897 09 JAN 1995
12712 Indonesia Hillier Parker May & Rowden Registered HILLIER PARKER 325898 09 JAN 1995
4463 Ireland Hillier Parker May & Rowden Registered Four Arrows Device 139575 16 MAY 1990
4462 Ireland Hillier Parker May & Rowden Registered HILLIER PARKER B139462 16 MAY 1990
4507 Italy Hillier Parker May & Rowden Registered Four Arrows Device 584427 10 DEC 1992
4506 Italy Hillier Parker May & Rowden Registered HILLIER PARKER 584426 10 DEC 1992
4530 Japan Leonard Stanley JARRAD et al. Registered Four Arrows Device 2573469 30 SEP 1993
(a partnership)
<CAPTION>
ID COUNTRY RENEW DUE DISPLAY
- -- ------- ---------
CLASSES
-------
<S> <C> <C> <C>
9621 Hong Kong 02 MAR 1999 36
9622 Hong Kong 02 MAR 1992 42
4460 Hong Kong 23 JUL 2011 16
12711 Indonesia 06 OCT 2002 36
12713 Indonesia 06 OCT 2002 42
12710 Indonesia 06 OCT 2002 36
12712 Indonesia 06 OCT 2002 42
4463 Ireland 15 MAY 2007 16
4462 Ireland 15 MAY 2007 16
4507 Italy 16 MAY 2000 16, 36, 37 & 42
4506 Italy 16 MAY 2000 16, 36, 37 & 42
4530 Japan 31 MAR 2003 16
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ID COUNTRY PROPRIETOR STATUS TRADEMARK REG. NO. REG. DATE
- -- ------- ---------- ------ --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
4529 Japan Leonard Stanley JARRAD et al. (a Registered HILLIER PARKER 2516494 31 MAR 1993
partnership)
4526 Malaysia Hillier Parker May & Rowden Registered Four Arrows Device 90/03205 21 MAY 1990
4525 Malaysia Hillier Parker May & Rowden Registered HILLIER PARKER 90/03204 21 MAY 1990
4445 New Zealand Leonard Stanley JARRAD et al. (a Registered Four Arrows Device 201732 11 MAY 1990
partnership)
4446 New Zealand Leonard Stanley JARRAD et al. (a Registered Four Arrows Device 201733 11 MAY 1990
partnership)
4447 New Zealand Leonard Stanley JARRAD et al. (a Registered Four Arrows Device 201731 11 MAY 1990
partnership)
4442 New Zealand Leonard Stanley JARRAD et al. (a Registered HILLIER PARKER 201729 11 MAY 1990
partnership)
4443 New Zealand Leonard Stanley JARRAD et al. (a Registered HILLIER PARKER 201730 11 MAY 1990
partnership)
4444 New Zealand Leonard Stanley JARRAD et al. (a Registered HILLIER PARKER 201728 11 MAY 1990
partnership)
4432 Norway Hillier Parker May & Rowden Registered HILLIER PARKER 161712 10 MAR 1994
14327 Portugal Donald Newell, Roderick Andrew Registered Four Arrows Device 303386 04 AUG 1995
Grant, Michael James Ettrick
Marshall & Mark Onslow
Creedy-Smith t/a Hillier Parker
May & Rowden
<CAPTION>
ID COUNTRY RENEW DUE DISPLAY
- -- ------- ---------
CLASSES
-------
<S> <C> <C> <C>
4529 Japan 01 OCT 2002 16
4526 Malaysia 21 MAY 2011 16
4525 Malaysia 21 MAY 2011 16
4445 New Zealand 11 MAY 2011 36
4446 New Zealand 11 MAY 2011 42
4447 New Zealand 11 MAY 2011 16
4442 New Zealand 11 MAY 2011 36
4443 New Zealand 11 MAY 2011 42
4444 New Zealand 11 MAY 2011 16
4432 Norway 10 MAR 2004 36, 37 & 42
14327 Portugal 04 AUG 2005 36
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ID COUNTRY PROPRIETOR STATUS TRADEMARK REG. NO. REG. DATE RENEW DUE DISPLAY
- -- ------- ---------- ------ --------- -------- --------- ---------
CLASSES
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
14328 Portugal Donald Newell, Roderick Registered Four Arrows Device 303387 04 AUG 1995 04 AUG 2005 42
Andrew Grant, Michael
James Ettrick Marshall
& Mark Onslow Creedy-Smith
t/a Hillier Parker May &
Rowden
14325 Portugal Donald Newell, Roderick Registered HILLIER PARKER 303384 04 AUG 1994 04 AUG 2005 36
Andrew Grant, Michael
James Ettrick Marshall
& Mark Onslow Creedy-Smith
t/a Hillier Parker May &
Rowden
14326 Portugal Donald Newell, Roderick Registered HILLIER PARKER 303385 04 AUG 1995 04 AUG 2005 42
Andrew Grant, Michael
James Ettrick Marshall
& Mark Onslow Creedy-Smith
t/a Hillier Parker May &
Rowden
4524 Singapore Hillier Parker May & Rowden Registered Four Arrows Device 4759/90 04 JUL 1990 04 JUL 2007 16
8361 Singapore Hillier Parker May & Rowden Registered Four Arrows Device 5531/91 05 JUN 1991 06 JUN 2001 42
4523 Singapore Hillier Parker May & Rowden Registered HILLIER PARKER 4760/90 04 JUL 1990 04 JUL 2007 16
8359 Singapore Hillier Parker May & Rowden Registered HILLIER PARKER 5532/91 06 JUN 1991 06 JUN 2001 42
Singapore Hillier Parker May & Rowden Four Arrows Device 5533/91 06 JUN 1991 06 JUN 2001 36
13665 South Africa Hillier Parker May & Rowden Registered HILLIER PARKER 94/6317 20 JUN 1994 20 JUN 2004 36
13666 South Africa Hillier Parker May & Rowden Registered HILLIER PARKER 94/6318 20 JUN 1994 20 JUN 2004 42
4515 Spain Hillier Parker May & Rowden Registered Four Arrows Device 1575427 28 FEB 1994 20 JUN 2000 36
4516 Spain Hillier Parker May & Rowden Registered Four Arrows Device 1575428 28 FEB 1994 20 JUN 2000 42
4512 Spain Hillier Parker May & Rowden Registered HILLIER PARKER 1575425 02 MAR 1993 20 JUN 2000 36
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ID COUNTRY PROPRIETOR STATUS TRADEMARK REG. NO. REG. DATE RENEW DUE DISPLAY
- -- ------- ---------- ------ --------- -------- --------- ---------
CLASSES
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4513 Spain Hillier Parker May & Rowden Registered HILLIER PARKER 1575426 06 APR 1992 20 JUN 2000 42
4514 Spain Hillier Parker May & Rowden Registered HILLIER PARKER 1568183 05 JUN 1992 17 MAY 2000 16
4435 Sweden Hillier Parker May & Rowden Registered Four Arrows Device 233562 30 APR 1992 30 APR 2002 16, 36, 37
& 42
4434 Sweden Hillier Parker May & Rowden Registered HILLIER PARKER 246082 29 JAN 1993 29 JAN 2003 16, 36, 37
& 42
4511 Switzerland Hillier Parker May & Rowden Registered Four Arrows Device 386541 20 NOV 1990 20 NOV 2010 16
4510 Switzerland Hillier Parker May & Rowden Registered HILLIER PARKER 386450 20 NOV 1990 20 NOV 2010 16
9190 Taiwan Hillier Parker May & Rowden Registered Four Arrows Device 58470 16 JUN 1992 15 JAN 2002 42
9189 Taiwan Hillier Parker May & Rowden Registered HILLIER PARKER 58471 16 JUL 1992 15 JAN 2002 42
8392 Thailand Hillier Parker May & Rowden Registered Four Arrows Device 158406 26 SEP 1991 26 SEP 2001 16
9653 Thailand Hillier Parker May & Rowden Registered Four Arrows Device BOR 1820 19 OCT 1993 19 OCT 2003 36
9654 Thailand Hillier Parker May & Rowden Registered Four Arrows Device BOR 1822 19 OCT 1993 19 OCT 2003 42
8391 Thailand Hillier Parker May & Rowden Registered HILLIER PARKER 7370 22 APR 1992 22 APR 2002 16
9623 Thailand Hillier Parker May & Rowden Registered HILLIER PARKER BOR 1991 19 OCT 1993 19 OCT 2003 36
9264 Thailand Hillier Parker May & Rowden Registered HILLIER PARKER BOR 1808 19 OCT 1993 19 OCT 2003 42
4536 United Kingdom Hillier Parker May & Rowden Registered Four Arrows Device 1428945 25 MAY 1990 25 MAY 2007 16
4537 United Kingdom Hillier Parker May & Rowden Registered Four Arrows Device 1428946 25 MAY 1990 25 MAY 2007 36
3538 United Kingdom Hillier Parker May & Rowden Registered Four Arrows Device 1428947 25 MAY 1990 25 MAY 2007 42
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ID COUNTRY PROPRIETOR STATUS TRADEMARK REG. NO. REG. DATE RENEW DUE DISPLAY
- -- ------- ---------- ------ --------- -------- --------- ---------
CLASSES
-------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
5269 United Kingdom Hillier Parker May & Rowden Registered Four Arrows Device 1428368 11 JUN 1990 11 JUN 2007 37
4539 United Kingdom Hillier Parker May & Rowden Registered HILLIER PARKER 1428942 25 MAY 1990 25 MAY 2007 16
4540 United Kingdom Hillier Parker May & Rowden Registered HILLIER PARKER 1428943 25 MAY 1990 25 MAY 2007 36
4541 United Kingdom Hillier Parker May & Rowden Registered HILLIER PARKER 1428944 25 MAY 1990 25 MAY 2007 42
5270 United Kingdom Hillier Parker May & Rowden Registered HILLIER PARKER 1428292 11 JUN 1990 11 JUN 2007 37
4962 United Kingdom Hillier Parker May & Rowden Registered HILLIER PARKER & Device 1321291 14 SEP 1987 14 SEP 2008 35
4963 United Kingdom Hillier Parker May & Rowden Registered HILLIER PARKER & Device 1321292 14 SEP 1987 14 SEP 2008 36
8388 United Kingdom Hillier Parker May & Rowden Registered HILLIER PARKER MAY & 1466641 04 JUN 1991 04 JUN 2008 16
ROWDEN
8389 United Kingdom Hillier Parker May & Rowden Registered HILLIER PARKER MAY & 1466642 04 JUN 1991 04 JUN 2008 37
ROWDEN
8390 United Kingdom Hillier Parker May & Rowden Registered HILLIER PARKER MAY & 1466643 04 JUN 1991 04 JUN 2008 42
ROWDEN
14299 Zimbabwe Hillier Parker May & Rowden Registered Four Arrows Device 1257/94 30 AUG 1994 30 AUG 2004 36
14300 Zimbabwe Hillier Parker May & Rowden Registered Four Arrows Device 1258/94 30 AUG 1994 30 AUG 2004 42
14297 Zimbabwe Hillier Parker May & Rowden Registered HILLIER PARKER 1255/94 30 AUG 1994 30 AUG 2004 36
14288 Zimbabwe Hillier Parker May & Rowden Registered HILLIER PARKER 1256/94 30 AUG 1994 30 AUG 2004 42
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ID COUNTRY PROPRIETOR STATUS TRADEMARK REG. NO. APP. DATE DISPLAY
- -- ------- ---------- ------ --------- -------- --------- -------
CLASSES
-------
<S> <C> <C> <C> <C> <C> <C> <C>
14287 Angola Hillier Parker May & Rowden Pending Four Arrows Device 1063 04 OCT 1994 36
14288 Angola Hillier Parker May & Rowden Pending Four Arrows Device 1066 04 OCT 1994 42
14285 Angola Hillier Parker May & Rowden Pending HILLIER PARKER 1064 04 OCT 1994 36
14286 Angola Hillier Parker May & Rowden Pending HILLIER PARKER 1065 04 OCT 1994 42
20206 European Union Mark Francis Creamer & Philip Pending Four Arrows Device 179044 01 APR 1996 16, 36 & 42
(CTM) Charles Redman
20209 European Union Mark Francis Creamer & Philip Pending HILLIER PARKER 179010 01 APR 1996 16, 36 & 42
(CTM) Charles Redman
14295 Lesotho Hillier Parker May & Rowden Pending Four Arrows Device LS/M/94/0068 19 OCT 1994 36 & 42
14293 Lesotho Hillier Parker May & Rowden Pending HILLIER PARKER LS/M/94/0068 19 OCT 1994 36 & 42
25183 Malaysia Hillier Parker May & Rowden Pending Four Arrows Device 35
25186 Malaysia Hillier Parker May & Rowden Pending Four Arrows Device 36
25187 Malaysia Hillier Parker May & Rowden Pending Four Arrows Device 37
25190 Malaysia Hillier Parker May & Rowden Pending Four Arrows Device 42
25184 Malaysia Hillier Parker May & Rowden Pending HILLIER PARKER 35
25185 Malaysia Hillier Parker May & Rowden Pending HILLIER PARKER 36
25188 Malaysia Hillier Parker May & Rowden Pending HILLIER PARKER 37
25189 Malaysia Hillier Parker May & Rowden Pending HILLIER PARKER 42
14291 Namibia Hillier Parker May & Rowden Pending Four Arrows Device 94/1021 13 SEP 1994 36
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ID COUNTRY PROPRIETOR STATUS TRADEMARK REG. NO. APP. DATE DISPLAY
- -- ------- ---------- ------ --------- -------- --------- -------
CLASSES
-------
<S> <C> <C> <C> <C> <C> <C> <C>
14292 Namibia Hillier Parker May & Rowden Pending Four Arrows Device 94/1019 13 SEP 1994 42
14289 Namibia Hillier Parker May & Rowden Pending HILLIER PARKER 94/1022 13 SEP 1994 36
14290 Namibia Hillier Parker May & Rowden Pending HILLIER PARKER 94/1020 13 SEP 1994 42
13667 South Africa Hillier Parker May & Rowden Opposed Four Arrows Device 94/5575 03 JUN 1994 36
13668 South Africa Hillier Parker May & Rowden Pending Four Arrows Device 94/5576 03 JUN 1994 42
</TABLE>
<PAGE>
SCHEDULE 4
THE BUSINESS PREMISES
PART I - PARTICULARS
<TABLE>
<CAPTION>
DESCRIPTION LEASE TITLE OCCUPATIONAL UNDERLEASES
- ----------- ------ ----- ------------------------
MATTERS
-------
DATE PREMISES PARTIES
---- -------- -------
<S> <C> <C> <C> <C> <C>
A. Part A Sub-Underlease dated 20 The Lease 14.04.1993 Part First (1) the
sub-basement, August 1985 and made 3 Floor Vendor (2)
basement, ground between (1) HBL Holdings Fund
and first floors Limited and (2) I B Research
1 Frederick's Flanagan, J J S Allanson, Limited
Place, London H E Couch and D Newell
EC2R 8AB and registered at HM Land
Registry under title no.
NGL543231
26.09.1997 Part (1) the Vendor
7 Basement (2) Fund
Part First Research
Floor Limited
09.01.1998 Part 1) the Vendor
8 Sub-basement (2) Davis Polk
& Wardwell
B. 2nd and 3rd An Underlease dated 9 The Lease and a None
Floor Offices at November 1987 between (1) Car Park Licence
17/17A Hanover Sun Alliance Assurance dated 18 October
Square, London W1 Society plc and (2) D 1991
Newell, J C Edgcumbe, H E
Couch and A D Turner
C. 76, 77 and 78 A lease dated 31 January None Service occupancy of flat within the
Grosvenor Street 1985 and made between The Business Premises as referred to in the
and 35, 37 and Norwich Union Life Certificates of Title
39 Grosvenor Insurance Society (1) Ian
Hill W1 Bennett Flanagan and
others (2) as varied by a
deed dated 3 April 1997
made between Grosvenor
(Mayfair) Estate (1) The
Norwich Union Life
Insurance Society (2)
Hillier Parker (3)
registered at HM Land
Registry with Title
Absolute under title
number NGL519913
D. Ground Floor A lease dated 23 February The lease None
premises and two 1998 and made between
car parking London and Manchester
spaces at Assurance Company Limited
Cheshire House (1) and Grosvenor Hill
18-20 Booth Services (2)
Street,
Manchester
E. Part ground An Underlease dated 2 The Underlease None
floor Cavendish March 1995 and made
House, between Allied Irish
Banks plc (1) and
</TABLE>
52
<PAGE>
<TABLE>
<CAPTION>
DESCRIPTION LEASE TITLE OCCUPATIONAL UNDERLEASES
- ----------- ----- ----- ------------------------
MATTERS
-------
<S> <C> <C> <C>
Waterloo D Newell R A Grant,
Street, J C Edgcumbe and
Birmingham B P Raggett (2)
F. Third floor Lease dated 12th November The Lease Sub-Lease (of 171.86 square metres in the
premises, 7 1997 and subsequent dates north-west corner of the property)
Castle Street, and registered in the between (1) Grosvenor Hill Services and
Edinburgh Books of Council and (2) Singer & Friedlander Limited dated
Session on 2nd February 4th March and subsequent dates and
1998 between (1) Property registered in the Books of Council &
Selection & Investment Session on 15th April, both months
Trust Limited and (2) 1998.
Grosvenor Hill Services
(with a Guarantee by the
partners of Hillier
Parker)
G. Fourth floor Head Lease dated 2nd The Lease None.
premises, 127 St December, 1994 and 18th
Vincent Street, January, 1995 and
Glasgow registered in the Books
of Council and Session on
17th February, 1995
between (1) Norwich Union
Life Insurance Society
and (2) Donald Newell,
Roderick Andrew Grant,
John Charles Edgcumbe and
Brian Paul Raggett as
trustees for the firm of
Hillier Parker.
H. 762 Pershore Lease dated 27th April The Lease Sub-lease dated 28th May 1996 between
Road, Selly 1990 between D G Lewis City Property Management Services Limited
Park, Birmingham Estates Ltd (1) and (1) and Cellular GB Limited (2)
as further Dixon Dobson and Carver
described in the Limited (2)
Disclosure Letter
</TABLE>
PART II - TERMS OF SALE AND PURCHASE
1. DEFINITIONS
In this Part II the following expressions shall have the following meanings
respectively:
"ACTUAL COMPLETION DATE" means the date in each case of actual completion
of the assignment of any Business Premises to the Purchaser:
"ASSIGNMENT" means a leasehold assignment, assignation (in the case of the
Scottish Properties) or transfer (as appropriate) in the agreed form or as
modified to reflect HM Land Registry requirements;
"GROSVENOR STREET PROPERTY" means the Business Premises referred to at item
C in Part I of this Schedule;
"OCCUPATIONAL UNDERLEASE" means in relation to any Business Premises any
lease(s) or agreements for lease(s) of the Business Premises together with
any variation thereof and any other deed or document supplemental thereto
(including any licence) (if any) in each case specified in Part I of this
Schedule;
"PARTNERS" means as the context requires, either:
(a) the Partners; or
53
<PAGE>
(b) the Partners in whom a Lease is vested or who are surety for Grosvenor
Hill Services as tenant; and
"REVERSIONER" means any person having an interest in reversion (whether
immediately or more remotely) to the Partners' whose consent is required
for the assignment of a Lease to the Purchaser or, in the case of the
Scottish Properties, the party in right of the landlord's interest under
the Leases.
2. AGREEMENT FOR SALE
2.1 Subject to and in accordance with the terms of this Part II of this
Schedule the Partners agree to sell or procure the sale of and the
Purchaser agrees to buy the Business Premises.
2.2 The assignment of each Lease shall be in consideration of that part of the
consideration attributed to it in clause 2 or (if that part is nil) shall
be in consideration of (Pounds)1 and a covenant on the part of the
Purchaser to pay the rent reserved in that Lease and to observe and perform
the covenants on the part of tenant and the conditions contained in that
Lease and to indemnify the Partners against all claims, demands,
proceedings, damages, costs and expenses arising out of or incidental to
their breach, non-observance or non-performance.
2.3 For the avoidance of doubt it is agreed between the parties that this
agreement for the assignment of the Business Premises is a separate and
divisible transaction in respect of each of the Business Premises and that
the failure to secure an assignment or other consent in respect of one or
more of the Business Premises shall not relieve the parties of their
obligations in respect of the remainder of the Business Premises.
3. COMPLETION
3.1 In relation to each of the Business Premises completion shall take place
on:
3.1.1 the Completion Date if the requisite Licence (as defined in
paragraph 10 below) of the Reversioner in relation to that Business
Premises has been secured by such date or if a licence is not
required; or otherwise
3.1.2 5 business days after the issue of the requisite Licence by the
Reversioner in respect of the assignment of that Business Premises.
3.2 Completion of the Assignment in relation to any Business Premises shall
take place at the offices of the Partners' Solicitors.
4. TENANCIES, COVENANTS, RESTRICTIONS AND PUBLIC MATTERS
4.1 Each of the Business Premises shall be assigned subject to and with the
benefit of the relevant Occupational Underlease(s) (if any) (and all
underleases, tenancies and documents referred to therein) but otherwise
with vacant possession on the Actual Completion Date.
4.2 The assignment of each of the Business Premises is subject to and with the
benefit of any matters contained or referred to in or arising out of the
documents listed in Part I of this Schedule relevant to such Business
Premises (if any) and (where title to the Business Premises is registered
at HM Land Registry) to any matter (other than any charges to secure
monies) referred to in the register of the title to the Business Premises.
4.3 Each of the Business Premises is also assigned subject to:
4.3.1 any charge, notice, order, restriction, agreement, condition or
other matter arising under the enactments from time to time in force
relating to town and country planning;
4.3.2 all local land charges (whether or not registered before the date of
this Offer) and all matters capable of registration as local land
charges;
4.3.3 all notices, orders, demands, proposals or requirements of any local
or other competent authority whether made before or after the date
of this Offer;
54
<PAGE>
4.3.4 all rights of way, water, light, air and other fights, easements,
quasi-easements, liabilities and public rights whatsoever and any
liability to repair or to contribute toward the cost of repair of
roads, passages, sewers, drains, fences or other items;
4.3.5 all matters disclosed by any searches or enquiries made by or on
behalf of the Purchaser; and
4.3.6 all overriding interests as defined in Section 70(I) of the Land
Registration Act 1925 (as amended) or in Section 28 of the Land
Registration (Scotland) Act 1979 and (where title to any Business
Premises is unregistered) matters which would be capable of being
such overriding interests if title to the Business Premises were
registered,
and the Partners warrant that they have made full disclosure of all such
matters as are referred to in this paragraph 4.3 as are known to them in
the Certificates of Title or, in respect of the Demised Premises listed at
H in Part I of this Schedule in the Disclosure Letter.
5. COVENANTS FOR TITLE
The Business Premises shall be assigned with full title guarantee but
subject to the limitations set in the Assignments.
6. INCORPORATION OF STANDARD CONDITIONS AND REQUISITIONS
6.1 The sale of the Business Premises shall be deemed to incorporate the
Standard Conditions of Sale (3rd Edition) so far as they are not
inconsistent with the provisions of this Offer but general conditions
2.2.1, 5.1.3, 6.1, 7.1, 7.2 and 8.3 shall not apply.
6.2 The Purchaser shall only be entitled to raise requisitions in respect of
matters arising since Completion and not apparent from the Certificates of
Title or in respect of the Business Premises referred to at H in Part I of
this Schedule, as provided in paragraph 11.4.
7. OCCUPATION PENDING COMPLETION
7.1 With effect from the Completion Date the Purchaser shall be allowed into
and to continue in occupation of each Business Premises as licensee.
7.2 In each case the Purchaser shall be entitled to remain in occupation until:
7.2.1 completion of the Assignment in accordance with the terms of this
Offer; or
7.2.2 ten working days after written notice is given by the Partners to
the Purchaser to the effect:
(A) that it has received notice from the Reversioner that the
Purchaser is in material breach of the obligations on the part
of the tenant contained in the Lease (other than in relation to
the fact of the Purchaser's unauthorised occupation of the
Business Premises or any other matters which are the
responsibility of the Partners under the terms of this Offer)
and requiring the Purchaser to vacate; or
(B) that the Purchaser is in arrears as to payment of the licence
fee in respect of that Business Premises and requiring the
Purchaser to vacate; or
7.2.3 the Purchaser is unable to occupy the relevant Business Premises
because of the circumstances contained in paragraph 10.9.
7.3 On the first to occur of the dates set out in paragraph 7.2 the Purchaser
shall give up occupation and vacate the Business Premises.
7.4 With effect from the Completion Date until the Actual Completion Date or
earlier termination of the Purchaser's right to occupy the Business
Premises under paragraph 7.2.1 or 7.2.2 or (if earlier) the date referred
to in paragraph 10.10 the Purchaser shall:
55
<PAGE>
7.4.1 (whether it takes occupation or not) pay the Partners on demand a
licence fee equal to the rents reserved by, service charges,
insurance premiums and other payments reserved by or payable under
the Leases as if these had been assigned; and
7.4.2 perform and observe all other covenants and conditions on the part
of the tenant contained in the Leases (other than for the payment of
rents and other sums referred to in paragraph 7.4.1) and on the part
of the landlord contained in the Occupational Underleases and any
other stipulation or restrictions or covenants binding upon the
Partners in relation to the Business Premises;
PROVIDED THAT the Purchaser's obligation in paragraph 7.4.2 shall not apply
to any covenant against alienation to the extent that the same may be
breached.
7.5 If the Purchaser shall fail to make any payment due under paragraph 7.4.1
the due date interest will be payable on the amount owed at the rate of 3
per cent per annum above the base lending rate for the time being of
Barclays Bank PLC (the "PRESCRIBED RATE").
7.6 From the Completion Date the Purchaser shall indemnify the Partners against
all outgoings whatsoever in respect of the Business Premises (the Purchaser
being credited with the income of the relevant Business Premises (if any))
for the period commencing on the Completion Date and expiring or
terminating on the Actual Completion Date or (if earlier) the date of
termination of the Purchaser's right to occupy the relevant Business
Premises pursuant to paragraph 7.2.1 or 7.2.2 or (if earlier) the date
referred to in paragraph 10.10 and also any damages, losses, costs, claims,
demands or liabilities incurred by the Partners as tenant or surety which
are attributable to non-compliance by the Purchaser with the terms of the
Leases (other than those terms relating to the payment of the rents and
other sums referred to in paragraph 7.4.1 or relating to alienation).
7.7 Subject to the Purchaser complying with the terms of paragraph 7.4, with
effect from the Completion Date until the Actual Completion Date or earlier
termination of the Purchaser's right to occupy the Business Premises
pursuant to paragraph 7.2.1 or 7.2.2 or (if earlier) the date referred to
in paragraph 10.10 the Partners shall:
7.7.1 pay and discharge all rents, service charge, insurance premiums and
other payments payable under the Leases on the due date and shall
supply evidence of such payment to the Purchaser upon written
request; and
7.7.2 collect on the due dates and pay over to the Purchaser all rents and
other sums due under the Occupational Underleases on receipt and
shall supply evidence of such sums to the Purchaser upon written
request.
8. ASSIGNMENT
There shall be a separate Assignment for each of the Business Premises
which shall be engrossed and executed in duplicate and within 30 days after
the relevant Actual Completion Date the duplicate shall be denoted against
the original at the expense of the Purchaser and returned forthwith to the
Partners' Solicitors. In the case of the Business Premises at Glasgow the
Assignments shall be executed by the Reversioner and thereafter registered
in the Books of Council and Session.
9. CONTINUING APPLICATION
The provisions of this Schedule shall remain in full force and effect in so
far as they remain to be performed and observed after the completion of any
assignment of the Business Premises and in relation to each of the Business
Premises so completed.
10. REVERSIONER'S LICENCE
10.1 Where appropriate the Partners shall forthwith at the Purchaser's own cost
and expense make or cause to be made an application (where requisite) to
the Reversioner for licence (the "LICENCE") for the assignment of the Lease
of each Business Premises to the Purchaser and the Partners shall pursue
each such application with all reasonable
56
<PAGE>
expedition and will promptly deal with all correspondence and documentation
relating to each such application.
10.2 The Purchaser shall promptly and at the Purchaser's own cost and expense:
10.2.1 supply forthwith after the date of this Offer all such bankers',
landlords' and trade references, accounts and other information
(including independent legal opinions addressed to the Reversioner
and in a form reasonably acceptable to the Reversioner including in
respect of the obligations to be undertaken and/or in respect of
the enforcement of UK money judgements in the place where its
assets are located) (if any) relating to the Purchaser and/or CBRE
and thereafter shall use all reasonable endeavours to obtain and
supply all such additional information of a similar nature as a
Reversioner may reasonably and properly require in connection with
the obtaining of the Licence;
10.2.2 comply with the proper and reasonable requirements of the
Reversioner in relation to the granting of the Licence, including
without prejudice to the generality of the foregoing entering into
direct covenants with the Reversioner and procuring the giving of a
guarantee by CBRE; and
10.2.3 procure the execution of the Licence and any other security
documents properly required return them to the Partners' Solicitors
as soon as reasonably practicable but in any event within three
working days after receipt of engrossments of the agreed form
thereof by the Purchaser's Solicitors.
10.3
10.3.1 Subject to the Purchaser complying with its obligations under this
paragraph 10 the Partners shall use all reasonable endeavours to
obtain each such Licence.
10.3.2 Notwithstanding the provisions of this paragraph 10 the Partners
shall be entitled to seek a release of the Partners' obligations in
relation to any Lease and to offer to the Reversioner such security
or other consideration of their own to enable the Reversioner to
give a Licence or to obtain a release from any Reversioner of the
Partners' obligations in relation to any Lease.
10.4 If the Partners are unable to obtain a Licence within 9 months from the
Completion Date then unless the Purchaser elects in favour of the
application referred to in paragraph 10.6 the Partners will at the request
of the Purchaser use their reasonable endeavours on the same basis as
aforesaid to obtain in relation to the relevant Business Premises a licence
for the grant of an underlease of those Business Premises (in the same form
as the Lease mutatis mutandis but containing the provision in paragraph
10.5) to the Purchaser and the provisions of paragraphs 10.2 and 10.3
mutatis mutandis shall apply in relation to obtaining such licence and the
assignment of such Business Premises shall be effected by means of the
grant of an underlease of that Business Premises.
10.5 Any underlease referred to in paragraph 10.4 shall contain the following
provisions:
10.5.1 the Landlord may at any time during the Term apply (the
"APPLICATION") to the Superior Landlord for consent to assign the
Head Lease to the Tenant and to merge this Underlease into the Head
Lease, whereupon the Landlord shall give notice to the Tenant of
the Application;
10.5.2 upon receipt of notice of the Application the Tenant shall supply
all information to the Superior Landlord as may be reasonably
required and shall take all reasonable steps to assist in the
obtaining of the consent of the Superior Landlord;
10.5.3 if the Landlord shall make the Application then the Landlord shall
use its reasonable endeavours to obtain any necessary consent of
the Superior Landlord to such assignment and merger;
10.5.4 subject to the Superior Landlord's consent being granted and
subject to the Tenant paying all sums due to the Landlord pursuant
to this Underlease, the Landlord will within one month of such
consent for a nil consideration assign the Head Lease to
57
<PAGE>
the Tenant and the Tenant will take the assignment and in the
assignment will covenant with the Landlord to provide a full and
sufficient indemnity in respect of future breaches of the covenants
in the Head Lease but only for the duration of the Head Lease and
will declare this Underlease as merged with the Head Lease; and
10.5.5 the assignment shall be with full title guarantee and shall provide
that any covenant on the part of the Landlord implied by Sections 2
and 4 of the Law of Property (Miscellaneous Provisions) Act 1994
shall be limited so as not to affect the Landlord with liability
for a subsisting breach of any covenant of the Head Lease
concerning the state or condition of the Premises.
10.6 If:
10.6.1 the Partners are unable to obtain a Licence within nine months from
the Completion Date then if so required by the Purchaser (unless
advised by Counsel (admitted to the relevant Bar for a period of
not less than five years and nominated in the absence of agreement
by the President or Dean of the relevant Bar or his nominee) that
such action has no reasonable prospect of success); and/or
10.6.2 at any time the Partners and the Purchaser so agree; and/or
10.6.3 the Reversioner obtains or threatens to seek to obtain the court
orders or otherwise withholds its licence as referred to in
paragraph 10.9 and/or paragraph 10.10;
the Partners shall apply at the Purchaser's cost to the Court for a
declaration that either such Licence is being unreasonably withheld and/or
the remedies obtained or threatened by the Reversioner should not have been
or should not be obtained and shall pursue all such proceedings with due
diligence and speed and if appropriate and at the cost of the Purchaser the
Partners shall (unless advised by Counsel (admitted to the relevant bar for
a period of not less than 5 years and nominated in the absence of agreement
by the president or dean of the relevant bar or his nominee) that such
action has no reasonable prospect of success) appeal the findings of the
Court.
10.7 The Purchaser may at any time after 6 months after the Completion Date by
20 business days' notice in writing to the Partners require completion of
the assignment of any Business Premises notwithstanding failure to obtain
any requisite licence of the Reversioner.
10.8 Subject to the Purchaser not having given notice pursuant to paragraph
10.7, in the event that the Partners shall have been unable to obtain the
Reversioner's consent to the assignment of any Lease to the Purchaser or
the grant of an underlease pursuant to paragraph 10.4 but have been able to
obtain a declaration or other order of the Court that the Reversioner has
unreasonably withheld its consent to such assignment or underlease then the
relevant Business Premises shall nevertheless pass to the Purchaser by
means of an Assignment and shall be completed on the tenth business day
after the date of the relevant declaration or other order.
10.9 Notwithstanding the provisions of this paragraph 10 in the event of a
Reversioner:
10.9.1 taking action to forfeit a Lease and relief from forfeiture not
being obtained; or
10.9.2 obtaining an injunction or, in the case of the Scottish Properties,
an interdict restraining the Partners from assigning a Lease or
granting an underlease to the Purchaser; or
10.9.3 obtaining an injunction or, in the case of the Scottish Properties,
an interdict or other order requiring the Partners to recover
possession or otherwise requiring the Purchaser to vacate the
relevant Business Premises; or
10.9.4 in any other circumstances where the Purchaser remaining in
occupation of a Business Premises would constitute a contempt of
Court or contravene a Court Order;
58
<PAGE>
then in any such case the parties shall comply with such court order but
to the extent practicable the Partners and the Purchaser shall continue
at the Purchaser's cost to seek to procure an assignment of the Lease and
where the Purchaser can continue to occupy as Licensee or otherwise
without contravening such court order it may do so, or where such
occupation would be in breach of such court order the Purchaser shall
give up occupation of the relevant Business Premises and those Business
Premises shall from that date be managed by the Partners on behalf of the
Purchaser and in accordance with the Purchaser's directions until the
completion of an Assignment and the Partners shall comply with paragraphs
7.7.1, 7.7.2 and 7.4.2 and the Purchaser shall comply with its
obligations in paragraph 7.4.1 and 7.6 and shall indemnify the Partners
in respect of the Partners' compliance with paragraph 7.4.2 but where the
Reversioner obtains a further court order subsequent to the changes to
the manner or occupation of the relevant Business Premises referred to
above then paragraph 10.10 shall apply.
10.10 In the event that the Reversioner subsequently obtains a further Court
Order as referred to in paragraph 10.9 in respect of a Business Premises
that Business Premises shall on the date of such Order be dealt with as
follows:
10.10.1 with regard to any Business Premises other than the Grosvenor
Street Property, the Purchaser shall comply with paragraphs
7.4.1 and 7.6 and shall indemnify the Partners in respect of
their compliance with paragraph 7.4.2 and the Partners shall
comply with paragraphs 7.4.2, 7.7.1 and 7.7.2 and where possible
without contravening any Court Order the Partners shall at the
Partners' cost comply with the Purchaser's reasonable and proper
directions as to that Business Premises;
10.10.2 with regard to the Grosvenor Street Property, if the Reversioner
has validly withheld consent for any of the following reasons:
(A) any breach of the terms of the relevant Lease arising out
of the sale of the Business by the Partners to the
Purchaser;
(B) any non-compliance by the Partners with the terms of the
relevant Lease including those terms relating to alienation
and including any non-compliance existing prior to the
Completion Date; or
(C) the failure by the Partners to comply with their
obligations pursuant to paragraph 10.3.1,
then this Offer shall cease to have application to the Grosvenor
Street Premises (save as to the rights of either party as to any
antecedent breach of the terms of this Offer) and the Partners
shall immediately repay in cash that part of the Purchase Price
paid to them in respect of the Grosvenor Street Property; and
10.10.3 if the Reversioner has validly withheld consent to an assignment
of the Grosvenor Street Property on the grounds that the
Purchaser and any guarantor offered by it is of a lesser
strength than the Partners then the provisions of paragraph
10.10.1 will also apply to the Grosvenor Street Property.
10.11 The Purchaser shall indemnify the Partners against all damages, losses,
costs (including the Reversioner's costs and costs on an indemnity
basis), claims, demands or liabilities incurred by the Partners arising
out of or consequential upon paragraph 10.9.
10.12 The Partners and the Purchaser shall each use reasonable endeavours to
obtain replacements in favour of the Purchaser of any personal concession
or right given by a Reversioner to the Partners as referred to in the
Certificates on Title.
11. PROPERTY SPECIFIC PROVISIONS
11.1
11.1.1 In respect of the Business Premises at Manchester (referred to
as item D in Part I of this Schedule) the Purchaser shall at the
election of the Partners either procure the assignment of the
Lease by Grosvenor Hill Services to the Purchaser in accordance
with paragraph 10, or shall seek an acknowledgement from the
59
<PAGE>
Reversioner that the Business Premises may continue to be held
for the purposes of the Business and as appropriate the
provision of a guarantee in favour of the Reversioner or as the
Reversioner shall require in either case by the Purchaser and/or
CBRE.
11.1.2 In respect of the Business Premises at Manchester (referred to
as item D in Part I of this Schedule) with effect from the
Completion Date the Purchaser shall indemnify the Partners
against all outgoings whatsoever in respect of the car parking
lease dated 27 December 1996 and the provisions of paragraphs
7.4 through to 7.6 (inclusive) shall be deemed to be
incorporated as if reference to the Business Premises in those
paragraphs were references to the car parking lease.
11.2 In respect of the Business Premises at Hanover Square (referred to at
item B in Part I of this Schedule):
11.2.1 the Partners will apply to the Reversioner for consent to the
grant of a new licence to the Purchaser in substantially the
same form as the Car Parking Licence dated 18th October 1991
("CAR PARKING LICENCE");
11.2.2 the provisions of paragraph 10 shall be deemed to be
incorporated to the extent relevant to deal with the grant of
the new Car Parking Licence, in accordance with the provisions
of clause 8 of the Car Parking Licence save to the extent varied
below;
11.2.3 if the Partners are unable to obtain the Reversioner's consent
to the grant of a new licence in accordance with clause 8 of the
Car Parking Licence then within 6 months of the completion of
the assignment of the Business Premises at Hanover Square the
Partners shall be released from any further obligation in this
respect and the Purchaser shall not be entitled to raise any
objection or requisition in relation to the failure to obtain a
new Car Parking Licence; and
11.2.4 with effect from the Completion Date the Purchaser shall
indemnify the Partners against all outgoing whatsoever in
respect of the Car Parking Licence and the provisions of
paragraphs 7.4 through to 7.6 (inclusive) shall be deemed to be
incorporated as if reference to the Business Premises in those
paragraphs were references to the Car Parking Licence.
11.3 In respect of the Business Premises at Grosvenor Street (referred to at
item C in Part I of this Schedule):
11.3.1 the Partners are and shall be entitled to continue negotiating
with the Reversioners pending assignment of the Lease of those
Business Premises for the Reversioner to accept a surrender of
the Lease of those Business Premises ("SURRENDER"); and
11.3.2 the Purchaser shall provide all assistance necessary to enable
the terms of the Surrender to be agreed and effected as quickly
as possible after the Completion Date.
11.4 In respect of the Business Premises at Pershore Road, Birmingham
(referred to at item H in Part I of this Schedule):
11.4.1 the Purchaser acknowledges that these premises are registered in
the name of City Property Management Services Limited but that
the Partners have been paying the outgoings under the Lease of
the premises, and also receiving the income in respect of them;
11.4.2 the Partners and the Purchaser shall each use all reasonable
endeavours to seek the Reversioner's Licence for the Assignment
of the Lease of those premises to the Purchaser, and to use all
reasonable endeavours to procure the execution of a transfer of
the Lease with the best form of title guarantee practicable by
City Property Management Services Limited either to the Partners
(who will then transfer the Lease to the Purchaser) or directly
to the Purchaser; and
60
<PAGE>
11.4.3 the provisions of paragraphs 1 to 11 of this Part II of this
Schedule shall apply mutatis mutandis except that the Purchaser
shall only be entitled to raise such requisitions as are
reasonable in the circumstances and the form of Assignment shall
not be the agreed form but shall as near as possible be in the
same form as the other Assignments.
11.5 In respect of the Business Premises at Edinburgh (referred to as item F
in Part I of this Schedule), the Purchaser shall, at the election of the
Partners, procure that the covenant of the Purchaser and/or CBRE is
offered to the Landlord as Guarantor under the Lease in addition to or in
substitution for the Partners and the Purchaser shall use all reasonable
endeavours to prevail upon the Landlord to accept the said Purchaser
and/or CBRE as Guarantor and to procure the full release of the Partners
from their then existing obligations as Guarantors aforesaid.
61
<PAGE>
SCHEDULE 5
THE EMPLOYEES
PART I - TERMS OF TRANSFER OF EMPLOYMENT
1. IN THIS PART I OF THIS SCHEDULE, EACH OF THE FOLLOWING WORDS AND
EXPRESSIONS SHALL, UNLESS THE CONTEXT REQUIRES OTHERWISE, HAVE THE
FOLLOWING MEANING:
"ERA" means the Employment Rights Act 1996; and
"TRANSFER REGULATIONS" means the Transfer of Undertakings (Protection of
Employment) Regulations 1981. SI No. 1794.
2. It is acknowledged by the Partners and the Purchaser that the sale and
purchase of the Business, including the Business Assets, constitutes a
"relevant transfer" for the purposes of the Transfer Regulations. In
accordance with, and pursuant to the provisions of, the Transfer
Regulations (subject always to the terms of this Part I of this Schedule),
the Employees who are employed by the Partners shall become employees of
the Purchaser with effect from Completion.
3. The Partners shall indemnify the Purchaser against all costs, expenses,
damages, compensation, fines and other liabilities ("COSTS") which are not
or arise from information or matters which are not:
(A) reasonably reflected in the Accounts;
(B) listed in schedules attached to the Disclosure Letter or fairly
disclosed in the Disclosure Letter;
(C) incurred in the ordinary course of the Business and do not exceed
(Pounds)25,000;
(D) which could reasonably be expected to have been covered by and to have
been recoverable under the insurances in place in relation to the
Business as at the date of this Offer (as such insurances are detailed
in the list attached to the Disclosure Letter) had such insurances
been in force as at the date on which the existence of the liability
was first notified to the Purchaser; or
(E) first disclosed to the Purchaser, or in respect of which the Purchaser
otherwise first becomes aware that a Cost may arise, after 31st
December 2000 and the Purchaser shall without limitation be deemed to
have become so aware if it bona fide notifies the Partners thereof;
arising out of or in connection with:
(1) any claim by any Employee arising from his employment in the Business
or the termination of that employment (howsoever arising) on or prior
to Completion;
(2) any claim by any employee or former employee of the Business other
than an Employee arising from his employment with the Partners or the
termination of that employment (howsoever arising); and
(3) the termination by the Purchaser of the employment of any employee of
the Business whose contract of employment transferred to the Purchaser
pursuant to the Transfer Regulations other than an Employee provided
such termination occurs within three months of Completion.
4. Within 10 business days following Completion the Partners shall deliver to
the Purchaser PAYE records relating to each of the Employees duly completed
up to Completion.
5. The Partners shall, following Completion at the Purchaser's expense,
provide to the Purchaser in relation to any Employee such information or
documents which are not delivered to the Purchaser at Completion as the
Purchaser may reasonably require relating to the terms and conditions of
employment, pension and life assurance arrangements, health, welfare or any
other matter concerning such Employee or his employment with the Partners
prior to Completion.
62
<PAGE>
PART II - AMENDMENTS TO THE DISCLOSED SCHEME
1. Delete the first paragraph of Rule 16.1 and substitute the following:
"16.1 Upon the winding-up of the Fund:
(a) Clause 8.2 shall not apply but in substitution, the quorum for
meetings of the Trustees shall be two Trustees personally present;
the decision of a majority of the Trustees shall bind all the
Trustees, and if there is equality of votes the chairman (who must
always be a Member Trustee) shall have a second or casting vote;
(b) The Trustees shall give notice of such termination in writing to
all Members and persons receiving benefits from the Fund. With the
advice of the Actuary, the Fund (excluding Voluntary Contributions
Assets and all benefits arising thereunder) shall be realised and
the proceeds applied by the Trustees so far as they permit as
follows:-"
2. Delete the paragraph headed "FIFTHLY" in Rule 16 and substitute as follows:
"FIFTHLY by increasing every benefit provided under the above four heads:
. pro rata to the Pensionable Service of the Member or former Member
concerned (adjusted to take account of any circumstances the trustees
consider appropriate)
. subject to the Appendix - Revenue Limits;
. if a balance exceeding (Pounds)1000 remains this process shall be
repeated until no benefit can be further increased."
3. Insert the following sentence at the beginning of Rule 2.3:
"The Trustees shall have the power to refuse an application made by an
Employee."
4. Delete sub-paragraph (b) of Rule 15.1 and substitute as follows:
"(b) in such circumstances (falling within Rule 14.2) as would result in
the persons who were Partners ceasing to be in control of the
reconstructed, taken-over, incorporated or amalgamated firm, or of
the transferred business whether they ceased to be in control by
reason of a single transaction or a series of transactions."
5. Delete Clause 6.2.1;
6. Delete Clause 6.3.1 and substitute as follows:
"6.3.1 No individual shall continue in office as a Member Trustee when he
is no longer an Employed Member."
7. Delete Clause 6.3.2 and substitute as follows:
"6.3.2 A Member Trustee who is no longer an Employed Member may continue
in office until a new Trustee is appointed or he is removed from
office ."
8. Delete Clause 6.4.2 and substitute as follows
"6.4.2 No appointment or removal of a Trustee shall be effective until the
Trustees, or the last surviving Trustee, or his or her personal
representatives, shall have executed a deed appointing or removing
the person nominated. The Trustees shall execute such deed as soon
as practicable after having received a nomination signed by any two
directors of the Firm, in the case of a Firm Trustee, or after a
nomination has been decided by postal ballot, in the case of a
Member Trustee; however, no such deed of appointment shall be
required in the case of a person who, being a Firm Trustee or a
Member Trustee, retires under Clause 6.6 and is re-appointed a
Trustee at or with effect from the date on which he retires."
63
<PAGE>
SCHEDULE 6
THE TRADE INVESTMENTS
Entity INVESTMENT
- ------ ----------
P.R.I.D.E. Registers Limited 1 ordinary share of (Pounds)1
PropertyLink Limited 140 "B" shares of (Pounds)1 each
<PAGE>
SCHEDULE 7
THE COMPANIES
<TABLE>
<CAPTION>
NAME REGISTERED REGISTERED OFFICE ISSUED SHARE REGISTERED SHAREHOLDERS
NO. ADDRESS CAPITAL
<S> <C> <C> <C> <C>
Hillier Parker Management 1415100 77 Grosvenor Street 2 ordinary B J R de Saulles - 1 ordinary
Services Limited London shares of share
W1A 2BT (Pounds)1 each D Newell - 1 ordinary share
Hillier Parker May 2481516 77 Grosvenor Street 2 ordinary Hillier Parker May & Rowden
& Rowden Limited London shares of Holdings Limited - 1 ordinary
W1A 2BT (Pounds)1 each share
D Newell - 1 ordinary share
Hillier Parker 3469118 77 Grosvenor Street 6,667 "A" M J E Marshall and M F Creamer -
Finance Limited London ordinary shares 6,667 "A" ordinary shares
W1A 2BT of (Pounds)1 each
3,333 "B" Pinjarra Properties Limited -
ordinary shares 3,333 "B" ordinary shares
of (Pounds)1
each
Hillier Parker 2005753 77 Grosvenor Street 10,000 ordinary B J R de Saulles - 5,000
Financial Services London shares of ordinary shares
Limited W1A 2BT (Pounds)1 each D Newell - 5,000 ordinary shares
Hillier Parker 2076511 77 Grosvenor Street 10,000 ordinary R A Grant - 5,000 ordinary shares
Investment London shares of D Newell - 5,000 ordinary shares
<CAPTION>
NAME DIRECTORS SECRETARY OUTSTANDING
CHARGES
<S> <C> <C> <C>
Hillier Parker Management B J Cockerell R V Stanbury None
Services Limited M J Prentice
D Smith
R V Stanbury
Nicola G Simpson
Hillier Parker May R A Grant J K Swain None
& Rowden Limited D Newell
P G Reddick
Hillier Parker G S Comer J K Swain None
Finance Limited B J Bauman
M F Creamer
B J R de Saulles
M J E Marshall
Hillier Parker B J R de Saulles J K Swain None
Financial Services M J E Marshall
Limited D C Martin
D Newell
Hillier Parker J B Clifton-Brown J K Swain None
Investment J R Dale-Harris
Management Limited
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
W1A 2BT (Pounds)1 each D Newell - 5,000 ordinary
shares
Hillier Parker 1459357 77 Grosvenor Street, 127,799 Ordinary shares of (Pounds)1 each
International London ordinary shares
Limited (dormant) W1A 2BT of (Pounds)1 each FORMER PARTNERS
---------------
J J S Allanson - 5,478
R Cockhill - 6,042
H E Couch - 6,042
J J S Coventry - 2,819
M E Digby - 5,317
I B Flanagan - 6,042
Exors of D C Gregory (dec'd) -
6,042
M J Hallett - 6,042
B S Lamden - 4,430
S C Lyall - 4,430
J A C De Parmiter - 3,222
M B Rayner - 5,236
R K Schiller - 2,819
A J C Smither - 5,236
J Studd - 4,028
A D Turner - 5,236
CURRENT PARTNERS
----------------
G J Dale - 3,222
B J R de Saulles - 3,826
J C Edgcumbe - 5,236
R A Farnes - 4,430
R A Grant - 5,236
M J E Marshall - 3,826
P J Morrissey - 3,222
D Newell - 6,647
G Nicholson - 2,819
D J P Price - 4,430
<CAPTION>
<S> <C> <C> <C>
B J R de Saulles
M J E Marshall
R A Farnes
Hillier Parker D Newell J K Swain None
International R A Grant
Limited (dormant) M J E Marshall
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
B P Raggett - 3,222
P G Reddick - 3,222
Hillier Parker Management 2092435 77 Grosvenor Street 2 ordinary Hillier Parker May & Rowden
Limited (dormant) London shares of (Pounds)1 Limited - 1 ordinary share
W1A 2BT each
D Newell - 1 ordinary share
Hillier Parker 2092437 77 Grosvenor Street 2 ordinary Hillier Parker May & Rowden
Retail Services Limited London shares of (Pounds)1 Holdings Limited - 1 ordinary
(dormant) W1A 2BT each share
D Newell - 1 ordinary share
Hillier Parker Securities 2076513 77 Grosvenor Street 2 ordinary Hillier Parker May & Rowden
Limited (dormant) London shares of (Pounds)1 Holdings Limited - 1 ordinary
W1A 2BT each share
D Newell - 1 ordinary share
Hillier Parker Research 2076512 77 Grosvenor Street 2 ordinary Hillier Parker May & Rowden
Limited (dormant) London shares of (Pounds)1 Holdings Limited - 1 ordinary
W1A 2BT each share
D Newell - 1 ordinary share
Hillier Parker Development 2076510 77 Grosvenor Street 2 ordinary Hillier Parker May & Rowden
Finance Limited (dormant) London shares of (Pounds)1 Holdings Limited - 1 ordinary
W1A 2BT each share
D Newell - 1 ordinary share
Hillier Parker Building 2092434 77 Grosvenor Street 2 ordinary Hillier Parker May & Rowden
Services Limited (dormant) London shares of (Pounds)1 Holdings Limited - 1 ordinary
W1A 2BT each share
<CAPTION>
<S> <C>
Hillier Parker Management R A Grant J K Swain None
Limited (dormant) D Newell
Hillier Parker R A Grant J K Swain None
Retail Services Limited D Newell
(dormant)
Hillier Parker Securities R A Grant J K Swain None
Limited (dormant) D Newell
Hillier Parker Research R A Grant J K Swain None
Limited (dormant) D Newell
Hillier Parker Development R A Grant J K Swain None
Finance Limited (dormant) D Newell
Hillier Parker Building R A Grant J K Swain None
Services Limited (dormant) D Newell
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
D Newell - 1 ordinary share
Hillier Parker May & 2092136 77 Grosvenor Street 2 ordinary R A Grant - 1 ordinary share
Rowden Holdings Limited London shares of D Newell - 1 ordinary share
(dormant) W1A 2BT (Pounds)1 each
Hillier Parker Corporate 2076509 77 Grosvenor Street 2 ordinary Hillier Parker May & Rowden
Property Advisory Services London shares of Holdings Limited - 1 ordinary
Limited (dormant) W1A 2BT (Pounds)1 each share
D Newell - 1 ordinary share
Grosvenor Hill Services 623827 77 Grosvenor Street 2 ordinary Hillier Parker May & Rowden
(unlimited - dormant) London shares of Holdings Limited - 1 ordinary
W1A 2BT (Pounds)1 each share
D Newell - 1 ordinary share
Hillier Parker May & Wholly owned by Hillier Parker
Rowden International B.V. International Limited
(incorporated in the
Netherlands)
Grosvenor Hill (Holdings) Wholly owned by Hillier Parker
Pty. Limited (incorporated in May & Rowden International B.V.
Australia)
Grosvenor Hill (Queensland) Wholly owned by Grosvenor Hill
Pty. Limited (incorporated in (Holdings) Pty. Limited
Australia)
Grosvenor Hill (WA) Pty. Wholly owned by Grosvenor Hill
Limited (incorporated in (Holdings) Pty. Limited
Australia)
Hillier Parker (South Wholly owned by Grosvenor Hill
Australia) Trust (Holdings) Pty. Limited
<CAPTION>
<S> <C> <C>
Hillier Parker May & R A Grant J K Swain None
Rowden Holdings Limited D Newell
(dormant)
Hillier Parker Corporate R A Grant J K Swain None
Property Advisory Services D Newell
Limited (dormant)
Grosvenor Hill Services G S Comer J K Swain None
(unlimited - dormant) B J R de Saulles
R A Grant
D Newell
Hillier Parker May & M P H van Engelen
Rowden International B.V. D Newell
(incorporated in the M J E Marshall
Netherlands)
Grosvenor Hill (Holdings) R Marshall (alternate:
Pty. Limited (incorporated in A G Bancroft)
Australia) D J P Price
Grosvenor Hill (Queensland)
Pty. Limited (incorporated in
Australia)
Grosvenor Hill (WA) Pty. R Marshall (alternate:
Limited (incorporated in A G Bancroft)
Australia) D J P Price
Hillier Parker (South
Australia) Trust
Grosvenor Hill (WA) R Marshall (alternate:
Pty. Limited A G Bancroft)
(incorporated in D J P Price
Australia)
Hillier Parker R Marshall (alternate:
(South Australia) A G Bancroft)
Trust
</TABLE>
<PAGE>
<TABLE>
<S> <C>
D J P Price
Hillier Parker Wholly owned by Grosvenor Hill
(Administration (Holdings) Pty. Limited
Trust)
Grosvenor Hill Wholly owned by Grosvenor Hill
(NSW) Pty. Limited (Holdings) Pty. Limited
(incorporated in
Australia) *
Grosvenor Hill Wholly owned by Grosvenor Hill
(Victoria) Pty. (Holdings) Pty. Limited
Limited
(incorporated in
Australia) *
Grosvenor Hill Wholly owned by Grosvenor Hill
(Australian (Holdings) Pty. Limited
Capital
Territories) Pty.
Limited
(incorporated in
Australia) *
Grosvenor Hill Wholly owned by Grosvenor Hill
(Services) Pty. (Holdings) Pty. Limited
Limited
(incorporated in
Australia) *
<CAPTION>
<S> <C>
D J P Price
Hillier Parker R Marshall (alternate:
(Administration A G Bancroft)
Trust) D J P Price
Grosvenor Hill R Marshall (alternate:
(NSW) Pty. Limited A G Bancroft)
(incorporated in D J P Price
Australia) *
Grosvenor Hill R Marshall (alternate:
(Victoria) Pty. A G Bancroft)
Limited D J P Price
(incorporated in
Australia) *
Grosvenor Hill R Marshall (alternate:
(Australian A G Bancroft)
Capital D J P Price
Territories) Pty.
Limited
(incorporated in
Australia) *
Grosvenor Hill R Marshall (alternate:
(Services) Pty. A G Bancroft)
Limited D J P Price
(incorporated in
Australia) *
</TABLE>
* Grosvenor Hill (NSW) Pty. Limited, Grosvenor Hill (Victoria) Pty. Limited,
Grosvenor Hill (Australian Capital Territories) Pty. Limited and Grosvenor
Hill (Services) Pty. Limited were placed in members' voluntary liquidation
in the year ended 31st March 1996.
<PAGE>
SCHEDULE 8
THE INCENTIVE POOL
1. The Incentive Pool will amount to (Pounds)7,500,000 and be made available
to existing (and to a limited extent future) senior employees of the
Business as set out on a schedule of Incentive Pool allocations in the
agreed form who can be expected to add value to it if they remain as
employees. None of the Partners will be eligible to participate in the
Incentive Pool.
2. Prior to 30th September 1998 and subject to paragraph 5 below changes may
only be made to the Incentive Pool allocations in the agreed form to the
extent that such changes relate to allocations of which recipients have not
already been informed.
3. The Purchaser shall procure that CBRE makes available to it, either by loan
or by capital contribution, sufficient funds to meet its obligations
pursuant to this Schedule 10.
4. The Incentive Pool will be paid out in instalments as follows:
4.1 in respect of allocations amounting in the aggregate to (Pounds)12,000
or (Pounds)20,000 (being the lowest two levels of the various
allocations to be made to existing senior employees) these will be
paid in two instalments:
4.1.1 one-half during December 1998; and
4.1.2 one-half during December 1999; and
4.2 in respect of all other allocations these will be paid in three
instalments:
4.2.1 one-third during December 1998;
4.2.2 one-third during December 1999; and
4.2.3 one-third during December 2000.
5. Save where the termination of employment arises as a result of death, total
disability or redundancy, the entitlement of any individual to receive any
instalment allocated to him or her will be premised upon the fact that he
or she remains employed within the CBRES Group on the last day of, and that
no notice to terminate his or her employment has been served prior to the
end of, the month of November in the relevant calendar year. If an
employment terminates or if notice to terminate an employment is served
before the end of November in the relevant calendar year for any reason
(including termination with or without cause or resignation) other than
death, total disability or redundancy then:
5.1 the entitlement of the relevant employee (the "Terminated Employee")
to receive the instalment for that year or any subsequent year shall
lapse; and
5.2 the amount forfeited shall not be available for reallocation to other
or future employees of the Business, save that if the aggregate amount
allocated to the Terminated Employee (and whether already paid or not)
was less than (Pounds)125,000 then such a reallocation shall be
available in respect of and for the benefit of any individual who is
certified by the Board as having been identified within 90 days of the
departure of the Terminated Employee to carry out the same or a
broadly equivalent role within the Business if and to the extent that
no such ex gratia payment of the amount forfeited has been or is to be
made to the relevant Terminated Employee or his or her estate.
6. Payments out of the Incentive Pool will be subject to employees' income tax
and national insurance contributions, which will be borne by the recipients
in the normal way and deducted at source. Any employers' national
insurance contributions payable in respect of such payments shall not be
charged to or deducted from the Incentive Pool.
68
<PAGE>
SCHEDULE 9
THE ANNUITANTS
PART I - PARTNERSHIP AGREEMENT
<TABLE>
<CAPTION>
QUARTERLY PAYMENT DUE FOR QUARTER TO END JUNE 1998
--------------------------------------------------
DEDUCT
------
INCOME TAX
----------
NAME NOTES GROSS @ 23% NET
- ---- ----- ----- ----- ---
<S> <C> <C> <C> <C>
Mrs J A Steer 12,679.00 2,916.17 9,762.83
S J Thorogood 21,576.00 4,962.48 16,613.52
G L M Palser 24,913.00 5,729.99 19,183.01
Mrs H W Burnige 12,901.00 2,967.23 9,933.77
J C Hill 22,466.00 5,167.18 17,298.82
L S Jarrad 28,027.00 6,446.21 21,580.79
Mrs J A Gregory 12,456.00 2,864.88 9,591.12
J J S Allanson 15,348.00 3,530.04 11,817.96
M J Hallett 18,017.00 4,143.91 13,873.09
I B Flanagan 17,795.00 4,092.85 13,702.15
M E Digby 15,348.00 3,530.04 11,817.96
R Cockhill 20,019.00 4,604.37 15,414.63
H E Couch 14,458.00 3,325.34 11,132.66
M B Rayner 8,897.00 2,046.31 6,850.69
A D Turner 1 - - -
A J C Smither 1 - - -
-------------------------------------------------------------
TOTAL 244,900.00 56,327.00 188,573.00
</TABLE>
PART II - OTHER
<TABLE>
<CAPTION>
ESTIMATED ANNUAL QUARTERLY PAYMENT DUE
---------------- ---------------------
DATE OF PENSION WITH EFFECT FOR QUARTER TO END
------- ------------------- ------------------
NAME NOTES BIRTH FROM 1ST MAY 1998 END JUNE 1998
- ---- ----- ----- ------------------- -------------
<S> <C> <C> <C> <C>
A A Charlton 13.01.13 16,721.00 4,180.25
H E Barker 24.06.14 20,500.00 5,125.00
Miss Jemima Salter 2 Age 17 13,117.00 3,279.25
Mrs A P Edgson 1918 17,000.00 4,250.00
Mrs M M Johnson 1915 15,000.00 3,750.00
H J Buck 3 1914 16,000.00 4,000.00
--------
-----------------------------------------------
TOTAL 98,338.00 24,584.50
</TABLE>
Notes: 1. The entitlement of Mr A D Turner will vest in 1999 and the
entitlement of Mr A J C Smither will vest in 2000.
2. Miss Jemima Salter is entitled to a dependant's pension following
the death of her father, J H Salter. It is expected that the
pension will be paid for a four year period to coincide with Miss
Salter completing full time education.
3. Mr H J Buck died shortly before 1st May 1998 and his widow is
entitled to a pension as above. Mrs Buck's age is not known but
believed to be similar to that of her late husband. For the time
being it is assumed that she was born in 1914.
70
<PAGE>
SCHEDULE 10
PAYMENTS TO PARTNERS (INCLUDING INTEREST)
<TABLE>
<CAPTION>
NATIONAL REDUCED EXCESS INTEREST
------
SALARY SALARY SALARY CAR CAR DUE TO
--- ---
PARTNER MONTHLY MAY/JUNE BJC MAY/JUNE RENTALS ALLOWANCES 30.06.98
- ------- ------------ ----------- --------- --------------- ------------ --------------- ------------
(POUNDS) (POUNDS) (POUNDS) (POUNDS) (POUNDS) (POUNDS) (POUNDS)
<S> <C> <C> <C> <C> <C> <C> <C>
D Newell 10,000 20,000 (6,577) 13,423 170 6,531
RA Grant 10,000 20,000 (6,577) 13,423 (204) 6,115
J C Edgcumbe 8,333 16,667 (6,358) 10,309 (120) 5,669
R A Farnes 10,000 20,000 (6,577) 13,423 5,727
D J P Price 10,000 20,000 (6,577) 13,423 (180) 5,767
B J R de Saulles 10,000 20,000 (5,262) 14,738 850 4,878
M J E Marshall 8,333 16,667 (6,577) 10,090 396 5,746
P G Reddick 8,333 16,667 (5,700) 10,967 (388) 5,095
G J Dale 10,000 20,000 (5,262) 14,738 189 4,849
P J Morrissey 8,333 16,667 (5,700) 10,967 (490) 5,128
B P Raggett 10,000 20,000 (5,481) 14,519 5,035
G Nicholson 8,333 16,667 (6,577) 10,090 (465) 5,512
J D Greenwood 8,333 16,667 (5,700) 10,967 200 4,595
J A Campbell 8,333 16,667 (4,823) 11,844 (326) 4,045
S J Robinson 8,333 16,667 (4,955) 11,712 (138) 4,158
M O Creedy Smith 8,333 16,667 (5,262) 11,405 150 4,382
M F Creamer 10,000 20,000 (5,700) 14,300 319 4,563
D A Spaull 8,333 16,667 (5,481) 11,186 150 4,128
J B Clifton-Brown 8,333 16,667 (5,262) 11,405 150 3,970
M A T Barnwell 8,333 16,667 (5,700) 10,967 (50) 4,234
M J Prentice 8,333 16,667 (4,735) 11,931 (48) 3,270
P C Redman 10,000 20,000 (5,262) 14,738 157 3,653
N G J Baucher 8,333 16,667 (5,919) 10,747 382 3,958
C J J Osmond 10,000 20,000 (4,604) 15,396 (49) 3,145
R V Stanbury 10,000 20,000 (5,700) 14,300 1,500 3,969
F W Scarborough 8,333 16,667 (5,042) 11,624 8 3,397
G S North 8,333 16,667 (2,631) 14,036 1,260 1,219
------------------------------------------------------------------------------------------------------
TOTAL 243,333 486,667 (150,000) 336,668 (2,457) 5,881 122,738
<CAPTION>
INTEREST
DUE TO TOTAL PER
----------
07.07.98 PARTNER
------------ ------------
(POUNDS) (POUNDS)
<S> <C> <C>
D Newell 763 20,717
RA Grant 714 20,252
J C Edgcumbe 665 16,643
R A Farnes 672 19,822
D J P Price 672 19,862
B J R de Saulles 567 20,183
M J E Marshall 672 16,508
P G Reddick 595 16,647
G J Dale 567 20,154
P J Morrissey 602 16,697
B P Raggett 588 20,142
G Nicholson 644 16,246
J D Greenwood 532 16,094
J A Campbell 469 16,358
S J Robinson 483 16,353
M O Creedy Smith 511 16,298
M F Creamer 532 19,395
D A Spaull 476 15,790
J B Clifton-Brown 462 15,837
M A T Barnwell 497 15,698
M J Prentice 385 15,586
P C Redman 427 18,818
N G J Baucher 462 15,167
C J J Osmond 371 18,912
R V Stanbury 462 18,731
F W Scarborough 399 15,420
G S North 140 15,395
------------------------
TOTAL 14,329 473,735
</TABLE>
<PAGE>
SCHEDULE 11
THE HPI GROUP
HILLIER PARKER INTERNATIONAL LIMITED
- ------------------------------------
. See Schedule 7 for details.
. The following companies are wholly-owned subsidiaries (direct or indirect) of
HPI:
HILLIER PARKER MAY & ROWDEN INTERNATIONAL B.V. ("BV")
-----------------------------------------------------
. Incorporated in the Netherlands.
. Current directors: M P H van Engelen
D Newell
M J E Marshall
. The following companies are wholly-owned subsidiaries (direct or
indirect) of BV:
GROSVENOR HILL (HOLDINGS) PTY. LIMITED ("GHH")
----------------------------------------------
. Incorporated in Australia
. Current directors: R Marshall (alternate - A G Bancroft)
D J P Price
. The directors of GHH are also the directors of the following
wholly-owned subsidiaries (direct or indirect) of GHH (all
incorporated in Australia):
GROSVENOR HILL (QUEENSLAND) PTY. LIMITED
GROSVENOR HILL (WA) PTY. LIMITED
HILLIER PARKER (SOUTH AUSTRALIA) TRUST
HILLIER PARKER (ADMINISTRATION TRUST)
. The following subsidiaries of GHH (all incorporated in
Australia) were placed into members' voluntary liquidation in
the year ended 31st March 1996:
GROSVENOR HILL (NSW) PTY. LIMITED
GROSVENOR HILL (VICTORIA) PTY. LIMITED
GROSVENOR HILL (AUSTRALIAN CAPITAL TERRITORIES) PTY. LIMITED
GROSVENOR HILL (SERVICES) PTY. LIMITED
73
<PAGE>
EXHIBIT 99
CB Richard Ellis Services, Inc.
Corporate Headquarters
533 South Fremont Avenue
Los Angeles, CA 90071-1712
T 213 613 3123
F 213 613 3535
www.cbrichardellis.com
PRESS RELEASE
FOR IMMEDIATE RELEASE ---- July 8, 1998
For further information:
Cary Brazeman Robert Farnes Karen Taylor
CB Richard Ellis Hillier Parker Financial Relations Board
1-213-613-3227 44-171-629-7666 1-310-442-0599
CB RICHARD ELLIS ACQUIRES LONDON-BASED HILLIER PARKER,
CREATING GLOBAL SERVICES PLATFORM UNIQUE IN REAL ESTATE INDUSTRY
Los Angeles, CA (July 8, 1998)
CB Richard Ellis (NYSE:CBG), the world-market leader in real estate services,
today announced the acquisition of London-based Hillier Parker May & Rowden, one
of the preeminent commercial property services firms operating in the United
Kingdom. With this expansion move, CB Richard Ellis becomes the first and only
real estate services company with a platform to deliver integrated real estate
services - through one commonly owned, commonly managed company - across the
world's major business capitals.
"This acquisition marks the completion of a critical phase of our business and
client service strategy," said Jim Didion, chairman and CEO of CB Richard Ellis.
"Following our April merger with REI Limited to create CB Richard Ellis, London
remained the only major business center where we didn't have a significant
presence. Now we're there - and everywhere else our clients need us to be.
We're now in a position to provide consistent service and a high degree of
accountability to our corporate, institutional and individual clients through a
single global platform."
Didion added, "Our expansion is a response to two major changes in the business
environment. First, corporate America, corporate Europe and corporate Asia are
increasingly seeking consistent cross-border service as they become more
efficient and simultaneously more global in their activity. They also are
outsourcing an ever-larger share of their non-core-business activities,
including real estate operations and the strategic planning of transaction and
facilities management. Second, the globalization of real estate capital markets
portends growth for CB Richard Ellis as well, as investors - real estate
investment trusts and Wall Street opportunity funds, among them - increasingly
seek investment opportunities worldwide."
-more-
<PAGE>
CB Richard Ellis News Release
July 8, 1998
Page 2
"With Hillier Parker, our presence in London - one of the most important
business centers in the world - is second to none, and our global service
delivery web is complete."
CB Richard Ellis, now with over 9,000 employees, operates in 29 countries with
over 200 principal offices in North America, Latin America, Europe, the Middle
East, Africa, Asia and Australia. The company is engaged in all aspects of
property sales and leasing, property management, corporate advisory services and
facilities management, mortgage banking, investment management, capital markets,
appraisal/valuation and market research.
Robert Farnes, senior partner of Hillier Parker, who will become chairman of CB
Hillier Parker, as CB Richard Ellis will be known in the United Kingdom, said,
"Being excellent in our own marketplace is no longer adequate, as a growing
number of our clients demand a much more powerful international dimension. This
is particularly the case in the areas of investment services, work for the
international corporate sector and the whole area of shopping center
development."
"With CB Richard Ellis being a commonly owned and managed organization, we are
now able to deliver this capability at a consistently high quality with greater
accountability internationally."
Rod Grant, managing partner of Hillier Parker, who will become managing director
of CB Hillier Parker, said, "A service business is dependent on its people, and
this move will enable us to continue to attract and retain the best
professionals in the industry. We will also have the resources to make critical
investments in systems, training and research."
Donald Newell, formerly senior partner of Hillier Parker, will serve on the CB
Richard Ellis Executive Committee and will, with Barry White, the former chief
executive of REI, become the co-chairman of the company's European Division.
The purchase price for Hillier Parker was $70.1 million, payable in a
combination of cash and stock. CB Richard Ellis also has agreed to establish a
special incentive compensation plan for senior Hillier Parker employees with a
potential payout over three years of over $12 million, and to assume the
responsibility for paying various annuities at a cost of approximately $15
million.
CB Richard Ellis expects the acquisition to be accretive to earnings per share
on a full-year basis, based on Hillier Parker's performance for the fiscal year
ended April 30, 1998. For the 12 months ending April 30, 1998, Hillier Parker
reported EBITDA (earnings before interest, income taxes, depreciation and
amortization) in excess of $13.2 million.
ABOUT HILLIER PARKER
Hillier Parker, with 500 employees in six offices (City of London, West End,
Manchester, Birmingham, Edinburgh and Glasgow), was founded in London in 1896.
The firm provides a full
-more-
<PAGE>
CB Richard Ellis News Release
July 8, 1998
Page 3
range of property services to institutional, corporate, retail and individual
clients throughout the United Kingdom. In the financial year ended April 1998,
Hillier Parker arranged investment transactions with an aggregate value of
approximately $3.3 billion and fund manages for a number of institutional
clients approximately $1.7 billion of property. The firm's property management
portfolio has approximately 6,000 tenants and assets valued in the order of $9.9
billion. In addition to valuing approximately $45.4 billion of property assets
last year, Hillier Parker is currently leasing 38 shopping centers in the UK and
completed sales of sites and buildings and leases in the retail, office and
industrial sectors in excess of 9.5 million square feet last year.
FORWARD-LOOKING STATEMENTS
This release may contain forward-looking statements as well as historical
information. Forward-looking statements, which are included in accordance with
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995, may involve known or unknown risks, uncertainties and other factors that
may cause the company's actual results and performance in future periods to be
materially different from any future results or performance suggested by the
forward-looking statements in this release. Such forward-looking statements
speak only as of the date of this release. The company expressly disclaims any
obligation to update or revise any forward-looking statements found herein to
reflect any changes in company expectations or results or any change in events.
CB Richard Ellis (NYSE:CBG) is the world's leading real estate services company.
Headquartered in Los Angeles with over 9,000 employees worldwide, the company
serves real estate owners, investors and occupiers through over 200 principal
offices in 29 countries. Services include property sales and leasing, property
management, corporate advisory services and facilities management, mortgage
banking, investment management, capital markets, appraisal/valuation and market
research. CB Commercial and REI Limited, which merged in April 1998 to form CB
Richard Ellis, reported 1997 revenues of $730 million and $118 million,
respectively.
For more information on CB Richard Ellis Services, Inc. (via facsimile and at no
cost), call 1-800-PRO-INFO and dial client code "CBG". If calling from outside
the United States, please dial 1-908-544-2850.
###
