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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): February 28, 1997
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CBT GROUP PUBLIC LIMITED COMPANY
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(Exact name of registrant as specified in its charter)
Republic of Ireland 0-25674 Not Applicable
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
1005 HAMILTON COURT, MENLO PARK, CALIFORNIA 94025
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 614-5900
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N/A
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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.
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On February 28, 1997 (the "Closing Date"), CBT Group PLC, a public company
organized under the laws of the Republic of Ireland ("CBT"), consummated the
transactions contemplated by that certain Implementation Deed dated as of
November 26, 1996, as amended (the "Deed"), by and among CBT, Applied Learning
Limited ("ALA"), and Arie Baalbergen, James Josephson, Geoffrey Bransbury and
Brian Hacker (together, the "Founding Shareholders"). The Deed provided for the
cancellation of all of the outstanding ordinary shares of ALA ("ALA Ordinary
Shares"), other than those owned by CBT, pursuant to a Scheme of Arrangement
(the "Scheme"), whereby, among other things, the shareholders of ALA, other than
CBT, received American Depositary Shares ("ADSs"), each representing one-half of
one CBT ordinary share, in consideration for the cancellation of all of such
shareholders' ALA Ordinary Shares. As a result of the transactions contemplated
by the Deed and the Scheme (hereinafter referred to collectively as the
"Acquisition"), ALA became a wholly-owned subsidiary of CBT. Prior to the
Acquisition, ALA was a publicly held company in Australia whose ordinary shares
were traded on the Australian Stock Exchange. ALA produces, distributes and
exports multimedia training and education software and performance-related
services.
Pursuant to the Acquisition, an aggregate of 171,542 CBT ADSs were issued in
consideration for the cancellation of all of the issued and outstanding ALA
Ordinary Shares (a total of 11,500,010), other than those held by CBT. The CBT
ordinary shares underlying the CBT ADSs were issued from the authorized but
unissued share capital of CBT. The consideration paid by CBT for cancellation
of the outstanding ALA Ordinary Shares pursuant to the Acquisition was
determined pursuant to arms' length negotiations between CBT and ALA and took
into account various factors concerning the valuation of the business of ALA.
The actual number of CBT ADSs to be received by a holder of ALA Ordinary Shares
was based on an acquisition price of A$1.10 for each ALA Ordinary Share. That
price was then converted into a specific number of CBT ADSs based on the
exchange rate between U.S. dollars and Australian dollars immediately prior to
the Closing Date and the closing sale price of the CBT ADSs immediately prior to
the Closing Date. All options to purchase ALA Ordinary Shares outstanding
immediately prior to the Acquisition were assumed by CBT pursuant to Option
Amendment Deeds dated February 28, 1997.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of ALA
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Not Required
(b) Pro Forma Financial Information.
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Not Required
(c) Exhibits
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2.1 Implementation Deed dated as of November 26, 1996, as amended, by
and among CBT Group PLC, Applied Learning Limited and Arie
Baalbergen, James Josephson, Geoffrey Bransbury and Brian Hacker
(including schedules thereto).
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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 hereunto duly authorized.
Dated: March 12, 1997 CBT GROUP PLC
/s/ Gregory M. Priest
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Gregory M. Priest
Vice President, Finance
and Chief Financial Officer
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EXHIBIT 2.1
DATED 26 November 1996
IMPLEMENTATION DEED
MINTER ELLISON
LAWYERS
MINTER ELLISON BUILDING
44 MARTIN PLACE
SYDNEY NSW 2000
DX 117 SYDNEY
TELEPHONE (02) 9210 4444
FACSIMILE (02) 9235 2711
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TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION............................. 1
2. CONDITION PRECEDENT........................................ 4
3. UNDERTAKINGS BY ALA........................................ 4
4. UNDERTAKINGS BY CBT........................................ 5
5. UNDERTAKINGS BY CBT AND ALA................................ 6
6. REPRESENTATIONS............................................ 7
7. NON SOLICITATION........................................... 8
8. CONDITIONS AND TERMINATION................................. 8
9. INSURANCE.................................................. 10
10. PUBLIC STATEMENTS.......................................... 10
11. ASSIGNMENT................................................. 11
12. GENERAL.................................................... 11
Schedule 1 -- Option Amendment Deed
Schedule 2 -- Scheme of Arrangement
Schedule 3 -- Draft Notices of Meeting
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IMPLEMENTATION DEED
DEED dated November 26, 1996
BETWEEN APPLIED LEARNING LIMITED (ACN 009 576
916) of Level 1, 71 Epping Road,
North Ryde, New South Wales 2113
('ALA')
AND CBT GROUP PLC of Beech Hill,
Clonskeagh, Dublin 4, Ireland ('CBT')
AND ARIE BAALBERGEN of 97 Macquarie
Street, Roseville, New South Wales
('BAALBERGEN')
AND GEOFFREY STUART BRANSBURY of 9 Grey
Court, Beaumauris, Victoria
('BRANSBURY')
AND BRIAN ERNEST HACKER of 17/120
Rosedale Road, St. Ives, New South
Wales ('HACKER')
AND JAMES A. JOSEPHSON of c/-Suite 104A,
511 Pacific Highway, St. Leonards,
New South Wales ('JOSEPHSON')
(Bransbury, Hacker, Josephson and
Baalberger together the 'FOUNDING
SHAREHOLDERS')
RECITALS
A. ALA proposes by a members' scheme of arrangement, the terms of which are
set out in SCHEDULE 2, to cancel all shares held by ALA Shareholders other
than CBT.
B. ALA, CBT and the Founding Shareholders have agreed to make certain
representations and warranties in relation to matters connected to the
Scheme.
C. ALA proposes to amend the ALA Options.
D. ALA and CBT have agreed to implement the terms of the Scheme as set out in
this deed.
AGREEMENT
1. DEFINITIONS AND INTERPRETATION
1.1 In this deed:
'A$' means Australian dollars;
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'AFFILIATE' means a person who is a director, officer, or owner of at least
10% of the issued shares of a corporation, or who otherwise directly, or
indirectly, through one or more intermediaries, controls, or is controlled
by or is under common control with, the corporation;
'ALA OPTIONS' means the 600,000 options to subscribe for an ALA Share
exercisable at $0.50 by 31 December 1998.
'ALA OPTIONHOLDERS' means the holders of ALA Options;
'ALA SHAREHOLDER' means, at any time, a person registered on the ALA
Register as the holder of ALA Shares at that time.
'ALA SHARES' means ordinary shares in the capital of ALA;
'ASC' means the Australian Securities Commission;
'ASX' means the Australian Stock Exchange Limited;
'BOOKS CLOSING DATE' means 4pm on the date which is Seven Business Days
after the Effective Date;
'BUSINESS DAY' means a business day as defined in the Listing Rules of the
ASX.
'CAPITAL REDUCTION' means a reduction of the share capital of ALA by
cancelling the Relevant ALA Shares;
'CBT ADS' means:
(a) an American Depository Share representing one-half of one Ordinary
Share of CBT, having a par value of 37.5 Iris pence per share; or
(b) evidence of the right to receive one-half of one Ordinary Share of
CBT;
'COMPLETION' means final implementation of the Scheme;
'COMPLETION DATE' means the date when Completion takes place;
'COURT' means the Supreme Court of New South Wales;
'DEADLINE DATE' means 31 May 1997 or such later date agreed to by ALA and
CBT in writing;
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'EFFECTIVE DATE' means the date on which the Scheme and the Capital
Reduction become effective under clause 3.1 of the Scheme;
'EXPLANATORY MEMORANDUM' means the explanatory memorandum to be issued by
ALA under section 421(1) of the Corporations Law with respect to the
Scheme.
'HEARING DATE' means the day on which ALA asks the Court to confirm the
Capital Reduction.
'OPTION AMENDMENT DEED' means the agreement of even date between ALA, CBT
and the ALA Optionholders under which the parties agree to amend the ALA
Options, a copy of which agreement forms SCHEDULE 1;
'RELEVANT ALA SHARES' means 11,500,010 ALA Shares held by ALA Shareholders
other than CBT, being the entire issued share capital of ALA at the date
hereof;
'SCHEME' means the scheme of arrangement in the terms set out in SCHEDULE 2
subject to any alterations or conditions made or required under SECTION
411(6) of the Corporations Law.
'US$' means United States of America dollars.
1.2 In this deed:
(a) unless defined in this deed or the context otherwise requires, words
and phrases have the same meaning (if any) given to them in accordance
in the Corporations Law;
(b) headings are for convenience only and do not affect the interpretation
of this deed;
(c) words importing the singular include the plural and vice versa;
(d) words importing a gender include any gender.
(e) expressions importing a natural person includes any company,
partnership, joint venture, association, corporation or other body
corporate and any government agency;
(f) reference to a paragraph, clause or schedule is a reference to a
paragraph of, a clause of or a schedule to this deed and reference to
this deed includes any schedules;
(g) a reference to a time and date for the performance of an obligation is
a reference to that time and date in Sydney, Australia, even if the
obligation is to be performed elsewhere; and
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(h) if a day appointed or specified in this deed for the performance of an
obligation or the happening of any act, matter or thing is not a
Business Day, the day so appointed or specified is taken to be the
next Business Day.
2. CONDITION PRECEDENT
2.1 This deed has no effect (other than CLAUSES 1, 2, 3.1(a), 3.1(b), 3.2, 5,
6, 7, 8, 10, 11 and 12) until receipt by CBT of a notice from the Treasurer
of the Commonwealth of Australia ('TREASURER') to the effect that the
Australian Government does not object in terms of its foreign investment
policy to CBT acquiring all of the shares in ALA under the Scheme, either
unconditionally or on conditions which are reasonably acceptable to CBT.
This condition is deemed satisfied if CBT notifies the Treasurer of the
Scheme and before the end of 40 days after the date on which the Treasurer
receives the notice, the Treasurer has not objected to the proposed
transaction or made an order under SECTION 22 of the Foreign Acquisitions
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and Takeover Act, 1974(6th).
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2.2 The parties must use all reasonable endeavours to ensure that the condition
set out in CLAUSE 2/1 is fulfilled as soon as reasonably practicable after
the date of this deed.
2.3 If the condition in CLAUSE 2.1 is not satisfied before the Deadline Date,
then either ALA or CBT may terminate this deed by notice in writing to the
other of them.
2.4 On service of a notice under CLAUSE 2.3 each party is released from:
(a) its obligations to further perform this deed; and
(b) any liability except in respect of a breach of CLAUSES 1, 2, 3.1(a),
3.1(b), 3.2, 5, 6, 7, 8, 10, 11 and 12.
3. UNDERTAKINGS BY ALA
3.1 ALA undertakes to promptly do all things necessary to implement the Scheme
and the Optional Amendment Deed, including:
(a) to prepare an Explanatory Memorandum for all necessary approvals from
the Court;
(b) to seek all approvals necessary for the implementation of the Scheme
from the ASC and ASX;
(c) to seek all necessary approvals from the Court for the convening of a
meeting of ALA Shareholders to consider the resolutions set out in the
draft Notices of Meeting forming SCHEDULE 3.
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(d) to act in accordance with any order of the Court to convene meetings
of ALA Shareholders;
(e) If the Court makes an order under section 411 of the Corporations Law
confirming the Scheme and makes an order under section 195 of the
Corporations Law confirming the Capital Reduction, to lodge with the
Australian Securities Commission:
(i) an office copy of the order of the Court under section 411 of the
Corporations Law approving the Scheme; and
(ii) a certified copy of the resolution of ALA and an office copy of
the order of the Court under section 195 of the Corporations Law
confirming the Capital Reduction;
(f) to distribute on Completion, to ALA Shareholders that number of CBT
ADSs determined in accordance with clause 3 of the Scheme.
3.2 ALA undertakes that it and its subsidiaries will conduct their business in
the ordinary course until the Completion Date and will not without the
written consent of CBT:
(a) materially amend any material contract of ALA or any of its
subsidiaries;
(b) enter into any new employment agreement with executive staff of ALA or
any of its subsidiaries or amend any existing term of an employment
agreement;
(c) issue securities (including options) of ALA or any of its subsidiaries
except as contemplated by this deed;
(d) make any distributions of dividends or other funds to ALA
Shareholders;
(e) acquire or dispose of assets or undertake liabilities greater than
A$100,000;
(f) do anything that would be a proscribed occurrence under section 603 of
the Corporations Law; and
(g) enter into any transaction that would be regarded as outside the
ordinary course of business of ALA or any of its subsidiaries.
4. UNDERTAKINGS BY CBT
4.1 CBT undertakes to do all things necessary to implement the Scheme and the
Option Amendment Deed, including that it will:
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(a) on the Hearing Date and before the Court makes any order confirming
the Capital Reduction, subscribe for 100 new ALA Shares at
A$126,500.11 per ALA Share;
(b) satisfy the payment of subscription monies for the ALA Shares under
paragraph (a) by the issue on the Completion Date of that number of
CBT ADSs determined on the Completion Date under the Scheme; and
(c) on the Completion Date, procure the registration of the CBT ADSs to be
issued in accordance with the Scheme on the CBT American Depository
Register.
4.2 CBT undertakes that:
(a) it is fully aware of the amendments to Articles of Association and
indemnities for directors and officers to be approved by ALA
Shareholders at meetings convened pursuant to PARAGRAPH 3.1(D) in the
terms set out in the draft Notices of Meeting forming SCHEDULE 3; and
(b) if the Scheme is implemented, it will ensure that ALA complies with
the terms of those indemnities at all relevant times.
5. UNDERTAKINGS BY CBT AND ALA
5.1 ALA and the Founding Shareholders must give prompt notice to CBT and CBT
must give prompt notice to ALA and the Founding Shareholders of:
(a) the occurrence or non-occurrence of any event, the occurrence or non-
occurrence of which may cause any representation or warranty of ALA,
the Founding Shareholders or CBT, respectively, contained in this deed
to be untrue or inaccurate at the Completion Date; and
(b) any failure of CBT, ALA or the Founding Shareholders, as the case may
be, to comply with or satisfy any covenant, condition or agreement to
be complied with or satisfied by it or them under this deed,
provided, however, that the delivery of any notice under this CLAUSE 5.1
does not limit or otherwise affect any remedies available to the party
receiving the notice.
5.2 CBT, ALA and the Founding Shareholders undertake to cause, prior to the
Completion Date, all persons who are Affiliates of ALA or CBT ('THE ALA
AFFILIATES') and ('THE CBT AFFILIATES') respectively, to execute the
following agreements:
(a) each ALA Affiliate must execute a written agreement that he or she
will not sell, offer to sell, or otherwise dispose of any of the CBT
ADSs issued to him or her under the
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Scheme, except in compliance with Rule 145 under the U.S. Securities Act or
another exemption from the registration requirements of the U.S. Securities
Act; and
(b) each ALA Affiliate and each CBT Affiliate must execute a written
agreement that he or she will not thereafter sell or in any way reduce
his or her risk relative to any CBT ADS owned by him or her until such
time as financial results (including combined sales and net income)
covering at least 30 days of post-Completion Date operations have been
published, except as permitted by Staff Accounting Bulletin No. 76
issued by the U.S. Securities and Exchange Commission and as approved
by CBT.
5.3 Each of the parties shall conduct themselves so that the Scheme and all
related transactions consummated in connection therewith may be accounted
for as a 'pooling of interests' pursuant to APB Opinion No. 16. CBT has
received assurances from Ernst & Young, Chartered Accountants, that, based
on the facts and representations provided to Ernst & Young, the structure
of the Scheme, if consummated as of the date of this deed, would qualify
for pooling of interest accounting treatment under APB Opinion No. 16. ALA
and the Founding Shareholders have relied on such assurances in deciding to
enter into this deed.
6. REPRESENTATIONS
6.1 Each of the Founding Shareholders, whose liability is limited separately in
proportions of one quarter each, represents and warrants to CBT, to the
best of his knowledge, that:
(a) the financial statements of ALA at 30 June 1996 and at 30 September
1996, provided by ALA to CBT are accurate and complete;
(b) accurate and complete copies of all contracts of ALA, material to an
acquisition of the ALA Shares by a third party purchaser, have been
provided to CBT by ALA;
(c) ALA is not involved in, or being threatened with, litigation that will
be material to an acquisition of the ALA Shares by a third party
purchaser; and
(d) all information about ALA that will be provided by ALA and included in
the Explanatory Memorandum will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements, in the light of the circumstances under which
they were made, not misleading.
6.2 The parties acknowledge that the representations set out in CLAUSE 6.1 do
not include and are not intended to constitute a representation by any of
the Founding Shareholders that any financial projections for ALA will be
achieved.
6.3 CBT represents and warrants to ALA and to each Founding Shareholder, to the
best of its knowledge that:
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(a) all information about CBT that will be provided by CBT to ALA for
inclusion in the Explanatory Memorandum will not contain an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements, in the light of the
circumstances under which they were made, not misleading.
(b) the financial statements of CBT included in the Explanatory Memorandum
are accurate and complete; and
(c) CBT is not involved in, or being threatened with, litigation that will
be material to an acquisition of the CBT ADSs by a third party
purchaser.
6.4 A claim for a breach of a representation or warranty under either CLAUSE
6.1 or 6.3 must be made by a party on or before 28 February 1998.
7. NON SOLICITATION
ALA and each of the Founding Shareholders separately covenant that each
will not:
(a) solicit any third party to make an offer or proposal for the Relevant
ALA Shares; or
(b) except to the extent necessary to comply with a fiduciary duty as a
director of ALA (in accordance with reasonable advice received from
Minter Ellison), encourage such offer or provide information about ALA
to a third party who is considering such an offer.
8. CONDITIONS AND TERMINATION
8.1 This deed may be terminated by ALA or CBT, before the Deadline Date, by
giving notice in writing to the other of them if:
(a) before the Deadline Date, a third party makes an offer to acquire all
the Relevant ALA Shares and the directors of ALA recommend to ALA
Shareholders that they sell the Relevant ALA Shares to that third
party; or
(b) a party (other than the party giving such notice) breaches a material
term of this deed or the Scheme; or
(c) implementation of the Scheme is terminated pursuant to CLAUSE 2.2 OR
CLAUSE 2.3 of the Scheme.
8.2 On service of a notice under CLAUSE 8.1, and subject to the provisions of
CLAUSES 8.3 and 8.4 of this deed each party is released from its
obligations to further perform this deed.
8.3 If:
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(a) this deed is terminated by CBT or ALA under PARAGRAPH 8.1(a) or by CBT
under PARAGRAPH 8.1(b); or
(b) the Scheme is not approved by ALA Shareholders because there is an
offer from a third party to acquire the Relevant ALA Shares,
then ALA must pay to CBT the amount of US$1 million.
8.4 If this deed is terminated by ALA as a result of a breach of a material
term of this deed or the Scheme by CBT, CBT must pay to ALA, the amount of
US$1 million.
8.5 Neither:
(a) the termination of this deed; nor
(b) the making of a payment under either CLAUSE 8.3 or 8.4,
affects any other rights or remedies of a party which arise on, or have
arisen before, termination.
8.6 The obligations of ALA and CBT to consummate the Scheme and the
transactions contemplated thereby shall be conditional on the Scheme and
such transactions not violating any applicable court order, statute, rule
or regulation, nor shall any proceeding be pending seeking an order which
would be violated by consummation of the Scheme or such transactions;
provided that the foregoing shall not apply to any action taken by any
company:
(a) which has appointed ALA as a distributor;
(b) which is a supplier of products to ALA; or
(c) which ALA has appointed as a distributor,
as a result of the Scheme and the transactions contemplated thereby.
8.7 The obligations of CBT to consummate and effect the Scheme and the
transactions contemplated thereby shall be conditional on the following:
(a) CBT shall have received the legal opinion of Minter Ellison, counsel
to ALA and the Founding Shareholders, the scope of which shall be
limited to the legality of the organisation of ALA and the legality
and effectiveness of this deed, the Scheme and the transactions
contemplated thereby, and shall be in substantially the form attached
hereto as EXHIBIT A
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(b) from the date hereof through the Completion Date, there shall not have
occurred any action or event that would have a material adverse effect
on the business, assets, financial condition, results of operations or
prospects of ALA and its subsidiaries, considered as one enterprise;
provided that the foregoing shall not apply to:
(i) any action taken as a result of the Scheme and the transactions
contemplated thereby by any company which has appointed ALA as a
distributor, which is a supplier of products to ALA, or which ALA
has appointed as a distributor; or
(ii) any loss of key personnel or any reduction in sales or revenue in
the ordinary course of business attributable to the pendency of
the Scheme.
(c) CBT shall have received a letter, dated as of the Completion Date,
from Ernst & Young, Chartered Accountants, regarding the
appropriateness of pooling of interest accounting treatment for the
Scheme under APB Opinion No. 16.
8.8 If CBT fails to consummate or effect the Scheme because Ernst & Young,
Chartered Accountants, does not issue a letter as contemplated by PARAGRAPH
8.7(c) for any reason other than (1) an action by ALA or an affiliate of
ALA occurring after the date of this deed or (2) information provided by
ALA to Ernst & Young or CBT about ALA or the Affiliates of ALA being
inaccurate or incomplete:
(a) CBT must pay ALA, the amount of US$1 million; and
(b) ALA will not be required to pay any amount to CBT under CLAUSE 8.3.
9. INSURANCE
9.1 CBT covenants that following successful implementation of the Scheme, it
will provide, for a period of six years after the Effective Date,
directors' and officers' insurance coverage to the directors and officers
of ALA at least equal to the coverage provided to directors and officers of
ALA at the date of this deed.
9.2 CBT will use all reasonable endeavours to incorporate the directors and
officers of ALA under the umbrella of CBT's directors' and officers'
insurance policies.
10. PUBLIC STATEMENTS
10.1 A party must not make a press release, announcement or other public
statement or communication of any kind relating to the subject matter of
this deed ('ANNOUNCEMENT') unless:
(a) it has the prior approval of both ALA and CBT; or
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(b) it is required to be made by law or the listing rules or regulations
of any relevant stock exchange.
10.2 If a party is required by law or the listing rules or regulations of any
relevant stock exchange to make any Announcement it must before doing so:
(a) notify the other party; and
(b) give the other party a reasonable opportunity to comment on the
comments of the Announcement, except if to do so will put a party in
breach of any law or the listing rules or regulations of any stock
exchange.
11. ASSIGNMENT
The rights arising under this deed are personal to the parties to this
deed and without limitation:
(a) ALA must not assign or otherwise deal with its rights under this
deed,
(b) CBT must not assign or otherwise deal with its rights under the
deed,
(c) the Founding Shareholders must not assign or otherwise deal with
their rights under this deed.
12. GENERAL
12.1 The parties will execute all documents and do all acts and things
necessary for the full and effectual performance of their respective
obligations under this deed.
12.2 This deed may be executed in any number of counterparts all of which when
taken together are deemed to constitute the same instrument.
12.3 ALA will pay any stamp duty payable on this deed and the transactions
contemplated by this deed.
12.4 Each party must pay its own costs in connection with the preparation and
implementation of this deed.
12.5 This deed is governed by the law of New South Wales.
12.6 Each of ALA and CBT will use its best endeavours to ensure that any CBT
ADSs that are issued to ALA Shareholders under the Scheme will be able to
be distributed in accordance with the Securities Act of 1933, as amended,
of the United States of America.
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EXECUTED as a deed.
THE COMMON SEAL of APPLIED )
LEARNING LIMITED is affixed in )
accordance with its articles of )
association in in the presence of )
- -------------------------------------- ---------------------------------------
Secretary Director
- -------------------------------------- ---------------------------------------
Name of secretary (print) Name of director (print)
SIGNED for and on behalf of CBT )
GROUP PLC by GREGORY M. PRIEST )
an authorised officer in the presence )
of )
- -------------------------------------- ---------------------------------------
Signature of witness GREGORY M. PRIEST
- --------------------------------------
Name of witness
SIGNED SEALED and DELIVERED by )
ARIE BAALBERGEN )
in the presence of )
)
---------------------------------------
Signature of witness ARIE BAALBERGEN
Name of witness (print)
- --------------------------------------
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SIGNED SEALED and DELIVERED by
GEOFFREY STUART BRANSBURY
in the presence of )
)
)
)
- -------------------------------------- --------------------------------------
Signature of witness GEOFFREY STUART BRANSBURY
- --------------------------------------
Name of witness (print)
SIGNED SEALED and DELIVERED by )
BRIAN ERNEST HACKER )
in the presence of )
)
- -------------------------------------- --------------------------------------
Signature of witness BRIAN ERNEST HACKER
- -------------------------------------
Name of witness (print)
SIGNED SEALED and DELIVERED by )
JAMES A. JOSEPHSON )
in the presence of )
)
- -------------------------------------- ---------------------------------------
Signature of witness JAMES A. JOSEPHSON
- -------------------------------------
Name of Witness
SCHEDULE 1 - OPTION AMENDMENT AGREEMENT
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EXHIBIT A
Form of Opinion of Minter Ellison
February 1997
1. Each of ALA and its subsidiaries has been duly incorporated and is
validly existing as a corporation properly registered and maintained
under the laws of the jurisdiction of its incorporation. Each of ALA and
its subsidiaries has the corporate power to own its properties and to
carry on its business as now being conducted. Each of ALA and its
subsidiaries is duly registered, licensed or qualified as corporation,
under the laws of each jurisdiction in which the failure to be so
qualified would have a material adverse effect on the business, assets,
financial condition, results of operations or prospectus of ALA on a
consolidated basis.
2. The issued capital of ALA consists of ______ ordinary shares in the
capital of ALA. The directors of ALA are duly authorized and have the
capacity to issue one hundred (100) ordinary shares of all which shares
will be fully paid and nonassessable.
3. The Scheme of Arrangement and the transactions contemplated thereby have
been authorized by all necessary corporate action on the part of ALA and
its shareholders. The Scheme of Arrangement and the transactions
contemplated thereby will not conflict with or result in a breach of any
applicable provision of Australian law. Upon consummation of the
transactions contemplated by the Schedule of Arrangement, CBT will own
all of the outstanding securities of ALA, and all such securities will
be held by CBT free and clear of any liens, encumbrances, adverse
claims, pre-emptive or other similar rights.
-14-
<PAGE>
SCHEDULE 1
CBT GROUP PLC
('CBT')
[ ]
('OPTIONHOLDER')
APPLIED LEARNING LIMITED
(ACN 009 576 916)
('ALA')
OPTION AMENDMENT DEED
MINTER ELLISON
LAWYERS
MINTER ELLISON BUILDING
44 MARTIN PLACE
SYDNEY NSW 2000
DX 117 SYDNEY
TELEPHONE (02) 9210 4444
FACSIMILE (02) 9235 2711
<PAGE>
TABLE OF CONTENTS
PAGE
----
1. Definitions and Interpretations......................................... 1
2. Condition Precedent..................................................... 2
3. Amendments to the terms of ALA Options.................................. 3
4. Terms of Options otherwise unchanged.................................... 4
5. Undertaking by CBT...................................................... 4
6. Costs................................................................... 4
7. Publicity............................................................... 4
8. Assignment.............................................................. 5
9. Entire Agreement........................................................ 5
10. No Waiver............................................................... 5
11. Further Action.......................................................... 5
12. Counterparts............................................................ 5
13. Governing Law........................................................... 5
<PAGE>
OPTION AMENDMENT DEED
DEED dated 1996
BETWEEN CBT GROUP PLC of Beech Hill, Clonskeagh, Dublin 4 Ireland ('CBT')
AND [ ] of [ ] ('OPTIONHOLDER')
AND APPLIED LEARNING LIMITED (ACN 009 576 916) of Level 1, 71 Epping
Road, North Ryde, New South Wales ('ALA')
RECITALS
J. ALA proposes to reduce its issued share capital by cancelling all ALA
Shares except ALA Shares held by CBT.
K. ALA issued [ ] ALA Options to Optionholder on 3 July 1996.
L. ALA, CBT and Optionholder have agreed to amend the terms of the ALA Options
on the terms and conditions set out in this deed.
AGREEMENT
1. DEFINITIONS AND INTERPRETATIONS
1.1 In this deed:
'ALA EXECUTIVE OPTION PLAN' means the executive share option plan approved
by a special resolution of shareholders at a general meeting of ALA on 7
November 1996;
'ALA OPTION' means an outstanding option to subscribe for an ALA Share
under the ALA Executive Option Plan and 'ALA OPTIONS' means all of those
ALA Options.
'ALA SHAREHOLDER' means, at any time, a person registered on the ALA
Register as the holder of ALA Shares at that time.
'ALA SHARES' means ordinary shares in the capital of ALA;
'CAPITAL REDUCTION' means a reduction of the share capital of ALA by
cancelling all ALA Shares except ALA Shares held by CBT in accordance with
the Implementation Deed.
<PAGE>
'CBT ADS' means:
(a) an American Depository Share representing one-half of one Ordinary
Share in CBT having a par value of 37.5 Irish pence per share; or
(b) evidence of the right to receive one-half of one Ordinary Share of
CBT.
'DEADLINE DATE' means 31 May 1997 or such later date as agreed by ALA and
CBT in writing.
'IMPLEMENTATION DEED' means the deed made between ALA, CBT, Arie
Baalbergen, Geoffrey Stuart Bransbury, Brian Ernest Hacker and James
Josephson relating to, among other things, the Capital Reduction.
'OPTION CONTRACT' means the contract between ALA and Optionholder which
arose on the issue of ALA Options to Optionholder under the ALA Executive
Option Plan.
'SCHEME' means the scheme of arrangement between CBT and ALA to be fully
implemented by the Deadline Date.
1.2 INTERPRETATION
In this deed:
(a) headings are of convenience only and do not affect the interpretation
of this deed;
(b) words importing the singular include the plural and vice versa;
(c) words importing a gender include any gender;
(d) an expression importing a natural person includes any company,
partnership, joint venture, association, corporation or other body
corporate and any government agency; and
(e) a reference to a paragraph or clause is a reference to a paragraph or
clause in this deed.
2. CONDITION PRECEDENT
2.1 This deed (other than this CLAUSE 2) has no force or effect until the
Capital Reduction becomes effective in accordance with the Implementation
Deed.
-2-
<PAGE>
2.2 If the condition set out in CLAUSE 2.1 is not satisfied by the Deadline
Date, this deed has no further effect and each party is released from its
obligations to further perform under this deed.
3. AMENDMENTS TO THE TERMS OF ALA OPTIONS
ALA, CBT and Optionholder agree to amend the terms of the Option Contract
to provide that:
(a) on:
(i) exercise of any ALA Options by Optionholder; and
(ii) payment of the exercise price of A$0.50 per ALA Option exercised.
CBT must cause the issue of that number of CBT ADSs to Optionholder as
determined by ALA having regard to:
(i) the number of ALA Options exercised by Optionholder;
(ii) each ALA Option having a value equal to A$1.10 (converted
to US$ at the exchange rate in effect under the Scheme);
(iii) each CBT ADS being issued at the price equal to the price
at which CBT ADSs are issued to ALA Shareholders under the
Scheme; and
(iv) fractional entitlements will be paid in cash and rounded up
to the nearest whole A$;
(b) The CBT ordinary shares represented by CBT ADSs issued on the exercise
of ALA Options will, subject to Memorandum of Articles of Association
of CBT, rank equally in all respects (including rights relating to
dividends) with all existing issued CBT ordinary shares issued by CBT
ADSs from the date of issue.
(c) Optionholder must exercise ALA Options by lodging with the company
secretary of ALA:
(i) the notice of exercise of ALA Option in the form set out in the
Schedule;
(ii) a cheque for the exercise price for each ALA Option exercised;
(iii) the relevant ALA Option Certificate;
-3-
<PAGE>
(d) each time Optionholder exercises ALA Options, Optionholder must
exercise such number of ALA Options that will result in whole even
numbers of CBT ADSs being issued, if Optionholder does not exercise
all of Optionholder's ALA Options at any time;
(e) Optionholder cannot exercise any ALA Options if to do so would
contravene any applicable law, rule or regulation; and
(f) CBT will send to Optionholder all reports and accounts to be laid
before members of CBT in general meeting and all notice of general
meetings of members that will not have any right to attend or vote at
their meetings.
4. TERMS OF OPTIONS OTHERWISE UNCHANGED
All other terms and conditions of the Option Contract remain unchanged
except where to do so would make the terms of the ALA Options nonsensical
because of the changes made to the Option Contract by this deed.
5. UNDERTAKING BY CBT
CBT undertakes to comply with its obligations under the terms of the Option
Contract as amended by this deed.
6. COSTS
6.1 Each party must bear its own costs in relation to the preparation or
execution of the deed.
6.2 CBT must pay all stamp duty on this deed or any instrument or other
document executed to give effect to any provisions of this deed.
7. PUBLICITY
7.1 A party must not make a press release, announcement or other public
statement or communication of any kind relating to the subject matter of
this deed ('ANNOUNCEMENT') unless:
(a) it has the prior approval of both ALA and CBT; or
(b) it is required to be made by law or the listing rules or regulation of
any relevant stock exchange.
7.2 If a party is required by law or the listing rules or regulations of any
relevant stock exchange to make any Announcement it must before doing so:
-4-
<PAGE>
(a) notify the other party; and
(b) give the other party a reasonable opportunity to comment on the
contents of the Announcement, except if to do so will put a party in
breach of any law or the listing rules or regulations of any stock
exchange.
8. ASSIGNMENT
None of the rights of the parties under this deed may be assigned or
transferred.
9. ENTIRE AGREEMENT
This deed contains the entire understanding of the parties as to its
subject matter and any and all previous understandings or agreements on
that subject matter cease to have effect from the date of this deed.
10. NO WAIVER
10.1 The failure of a party to exercise or delay in exercising a right, power or
remedy under this deed does not prevent its exercise.
10.2 A provision of or right under this deed may be not waived except by a
waiver in writing signed by the party granting the waiver and will be
effective only to the extent specifically set out in that waiver.
11. FURTHER ACTION
Each party must do everything reasonably necessary or desirable to give
full effect to this deed.
12. COUNTERPARTS
This deed may be executed in any number of counterparts and all of those
counterparts taken together are regarded as one instrument.
13. GOVERNING LAW
13.1 This deed is governed by the laws of New South Wales.
13.2 Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the Courts of New South Wales.
-5-
<PAGE>
EXECUTED as a deed.
SIGNED FOR AND ON BEHALF of )
CBT GROUP PLC by GREGORY M. )
PRIEST an authorised officer in the )
presence of )
)
_____________________________________ ______________________________________
Signature of witness GREGORY M. PRIEST
_____________________________________
Name of witness
SIGNED by [OPTIONHOLDER] in the
presence of
)
)
)
)
_____________________________________________________________________________
Signature of witness
_____________________________________
Name of witness
-6-
<PAGE>
SCHEDULE
APPLICATION FOR ALLOTMENT OF CBT ADSS ON EXERCISE OF OPTIONS
[Date]
The Directors The Directors
Applied Learning Limited CBT Group PLC
Level 1 Beech Hill
71 Epping Road Clonskeagh
North Ryde Dublin 4
NEW SOUTH WALES IRELAND
______________________________ OF ______________________________ hereby
exercises the options granted on _______________, 19__ to apply for
__________/1/ fully paid CBT ADSs. A cheque for $__________, representing
A$0.50 per ALA Option exercised is enclosed.
______________________________ requests you to procure the issue of the number
of CBT ADSs to [him/her/it] determined in accordance with PARAGRAPH 3(a) of the
Option Amendment Deed dated 26 November 1996 and agrees to accept such CBT ADSs
upon and subject to the terms and conditions set out in the Deposit Agreement
dated 13 April 1995 (as amended) among CBT, The Bank of New York and all owners
and beneficial owners of American Depository Receipts issued thereunder.
______________________________ authorises you to procure the entry of
[his/her/its] name on the register of members in respect of the CBT ADSs
allocated to [him/her/it].
Signed
____________________________
Name of Optionholder
____________________
/1/ The number of ALA Options exercised must result in a whole even number
of CBT ADSs being issued.
-7-
<PAGE>
SCHEDULE 2 - SCHEME OF ARRANGEMENT
UNDER SECTION 411 OF THE CORPORATIONS LAW
BETWEEN APPLIED LEARNING LIMITED ACN 009 576 916
AND MEMBERS OF APPLIED LEARNING LIMITED
RECITALS
M. ALA is a limited liability company incorporated in Tasmania.
N. The issued share capital of ALA is $5,750,005 divided into 11,500,010
ordinary shares of $0.50 each.
O. ALA Shares are quoted on the official list of ASX.
P. CBT is a public limited company incorporated in Ireland.
Q. As of 31 October 1996, the number of CBT ADSs outstanding or issuable in
exchange for CBT's issued and outstanding CBT ordinary shares outstanding
was 17,658,142 and the number of CBT ordinary shares outstanding was
8,829,071.
R. CBT ADSs are quoted on the NASDAQ National Market.
S. ALA and CBT have entered into the Implementation Deed under which each of
ALA and CBT have agreed to implement those provisions of the Scheme
applicable to it.
1. DEFINITIONS
1.1 In this Scheme:
'A$' means Australian dollars.
'ALA' means Applied Learning Limited ACN 009 576 916.
'ALA REGISTER' means the register of members of ALA;
'ALA SHAREHOLDER' means, at any time, a person registered on the ALA
Register as a holder of ALA Shares at that time;
-8-
<PAGE>
'ALA SHARES' means ordinary shares in the capital of ALA;
'ASC' means the Australian Securities Commission;
'ASX' means Australian Stock Exchange Limited;
'BOOKS CLOSING DATE' means 4pm on the date being seven Business Days
after the Effective Date.
'BUSINESS DAY' means a business day as defined in the Listing Rules of
the ASX;
'CAPITAL REDUCTION' means a reduction of the share capital of ALA by
cancelling the Relevant ALA Shares;
'CBT' means CBT Group PLC of Beech Hill, Clonskeagh, Dublin 4, Ireland;
'CBT ADS' means:
(a) an American Depository Share representing one-half of one Ordinary
Share of CBT, having a par value of 37.5 Irish pence per share;
or
(b) evidence of the right to receive one-half of one Ordinary Share of
CBT.
'CBT SALE PRICE' means, for any day, the closing price of a CBT ADS
on the NASDAQ National Market on that day;
'COMPLETION' means final implementation of the scheme pursuant to
CLAUSE 3.3;
'COMPLETION DATE' means the date when Completion takes place;
'COURT' means the Supreme Court of New South Wales;
'DEADLINE DATE' means 31 May 1997 or such later date agreed to by ALA
and CBT in writing;
'EFFECTIVE DATE' means the date on which the Scheme takes effect in
accordance with CLAUSE 3.1;
'EXPLANATORY MEMORANDUM' means the explanatory memorandum to be issued
by ALA under section 412(1) of the Corporations Law in respect of the
Scheme;
'HEARING DATE' means the day on which ALA asks the Court to confirm the
Capital Reduction;
-9-
<PAGE>
'IMPLEMENTATION DEED' means the deed dated 26 November 1996 made
between ALA, CBT and certain directors of ALA relating to the
implementation of the Scheme;
'NASDAQ NATIONAL MARKET' means the NASDAQ National Market conducted
by The Nasdaq Stock Market, Inc., a subsidiary of The National
Association of Securities Dealers, Inc.
'RELEVANT ALA SHARES' means 11,500,010 ALA Shares held by ALA
Shareholders other than CBT, being the entire issued share capital of
ALA at the date hereof;
'SCHEME' means this scheme of arrangement subject to any alterations or
conditions made or required under section 411(6) of the Corporations
Law;
'US$' means United States of America dollars.
1.2 In this Scheme:
(a) unless the context otherwise requires, words and phrases have the
same meaning (if any) given to them in the Corporations Law;
(b) headings are for convenience only and do not affect the
interpretation of this Scheme;
(c) words importing the singular include the plural and vice versa;
(d) words importing a gender include any gender;
(e) an expression importing a natural person includes any Company,
partnership, joint venture, association, corporation or other body
corporate and any government agency;
(f) a reference to a paragraph or clause is a reference to a paragraph
or clause in this Scheme;
(g) a reference to a time and date for the performance of an obligation
is a reference to that time and date in Sydney, Australia, even if
the obligation is to be performed elsewhere; and
(h) if a day appointed or specified in this Scheme for the performance
of an obligation or the happening of any act, matter or thing is not
a Business Day, the day so appointed or specified is taken to be the
next Business Day.
2. CONDITIONS OF SCHEME
2.1 The Scheme is conditional on:
-10-
<PAGE>
(a) approval of the Scheme and the Capital Reduction by ALA Shareholders
at a meeting convened by the Court under section 411 of the
Corporation Law;
(b) approval of the Scheme by the Court under section 411 of the
Corporations Law;
(c) confirmation by the Court of the Capital Reduction under section 195
of the Corporations Law;
(d) receipt by CBT of a notice from the Treasurer of the Commonwealth of
Australia ('TREASURER') to the effect that the Australian Government
does not object in terms of its foreign investment policy to CBT
acquiring all of the shares in ALA under the Scheme, either
unconditionally or on conditions which are reasonably acceptable to
CBT. This condition is deemed satisfied if CBT notifies the Treasurer
of the Scheme and before the end of 40 days after the date on which
the Treasurer receives the notice, the Treasurer has not objected to
the proposed transaction or made an order under SECTION 22 of the
Foreign Acquisitions and Takeovers Act, 1974 (6th);
--------------------------------------------------
(e) the parties permitted to do so pursuant to the Implementation Deed not
terminating the Scheme pursuant to CLAUSE 8.6 or 8.7 of the
Implementation Deed;
(f) the Effective Date being no later than the Deadline Date.
2.2 If a condition referred to in CLAUSE 2.1 is not satisfied before the
Deadline Date then either CBT or ALA may terminate implementation of
the Scheme by notice in writing to the other of them.
2.3 If the last CBT Sale Price before commencement of the Books Closing Date is
below US$30 then CBT may, before 5pm in Sydney on the Books Closing Date,
terminate implementation of the Scheme by notice in writing to ALA.
2.4 On service of notice under either CLAUSE 2.2 or CLAUSE 2.3, both ALA and
CBT are released from:
(a) any further obligation to take steps to implement the Scheme; and
(b) any liability with respect to the Scheme (other than for breaches of
covenants and agreements in CLAUSES 3.2(c), 3.2(d), 3.3, 4.1 and 4.3).
3. THE SCHEME
3.1 Subject to satisfaction of the condition in CLAUSE 2.1, the Scheme will
become effective on the Effective Date which will be the last of the
following dates:
-11-
<PAGE>
(a) the date when an office copy of an order of the Court under section
411 of the Corporations Law approving the Scheme is lodged with the
ASC; and
(b) the date when a certified copy of the resolution of ALA and an office
copy of an order of the Court under section 195 of the Corporations
Law confirming the reduction of the share capital of ALA is lodged
with ASC.
3.2 On the Hearing Date and before the Court makes any order confirming the
Capital Reduction CBT must subscribe for 100 new ALA Shares at A$126,500.11
per ALA Share.
3.3 CBT must procure the issue of and ALA must accept, on the Business Day
following the Books Closing Date ('COMPLETION DATE') in satisfaction of the
subscription monies for the issue of the new ALA Shares to CBT under CLAUSE
3.2, CBT ADSs at an issue price, per CBT ADS, equal to the lower of:
(i) the last CBT Sale Price prior to 10am on the Completion Date; or
(ii) US$60.
3.4 ALA will receive from CBT and distribute to ALA Shareholders (other than
CBT) the number of CBT ADSs which has equivalent value to all their ALA
Shares and the number of CBT ADSs each ALA Shareholder will receive will be
determined by ALA having regard to:
(i) the number of ALA Shares held by the ALA Shareholder on the
Books Closing Date;
(ii) each ALA Share having a value of A$1.10;
(iii) each CBT ADS being issued at the issue price referred to in
CLAUSE 3.3;
(iv) the exchange rate of US$ to A$ published in the Wall Street
Journal on the Completion Date; and
(v) fractional commitments will be paid in cash and rounded up to
the nearest whole A$.
3.5 Each ALA Shareholder must accept CBT ADSs issued to them in satisfaction of
their entitlement to receive, by a cash distribution, the proceeds of the
Capital Reduction.
4. GENERAL
4.1 ALA must:
(a) use all reasonable endeavours to enforce the Implementation Deed; and
-12-
<PAGE>
(b) execute all such deeds and other documents and do all acts and things
necessary for the full and effectual performance of its obligations in
order to carry out the Scheme.
4.2 Each ALA Shareholder is deemed to have irrevocably appointed ALA as its
attorney for the purpose of executing any document necessary to give effect
to the Scheme.
4.3 ALA will pay the costs of the Scheme.
4.4 ALA may by its counsel or solicitors consent on behalf of all persons
concerned to any modification of an amendment to the Scheme which the Court
may impose.
4.5 The Scheme will bind all holders of ALA Shares and overrides ALA's Articles
of Association.
4.6 The Scheme is governed by the laws of New South Wales.
DATED _______________, 1997
-13-
<PAGE>
SCHEDULE 3
DRAFT 26/11/96
APPLIED LEARNING LIMITED
(ACN 009 576 916)
Registered Office: 71 Epping Road
North Ryde NSW 2113
NOTICE OF GENERAL MEETING OF
ALL MEMBERS OF APPLIED LEARNING LIMITED
Notice is given that a general meeting of members of Applied Learning Limited
('COMPANY') will be held at [ ], Sydney on [ ] 1997 at 9:00am
(Sydney time).
The purpose of the meeting is to consider:
4.7 a reduction of capital relating to the proposed Scheme of Arrangement to be
made between the Company and its members ('SCHEME OF ARRANGEMENT'). A copy
of the proposed Scheme of Arrangement and a copy of the Explanatory
Statement required by section 412 of the Corporations Law are contained in
----------------
the Scheme of arrangement booklet of which this notice forms part
('BOOKLET'); and
4.8 amendments to the Company's Articles of Association so that the Company can
indemnify directors and officers of the Company.
BUSINESS
To consider and, if thought fit, to pass the following 2 resolutions as special
resolutions:
1. RETURN OF CAPITAL
That subject to and conditional on:
A. the directors of the Company resolving to allot and issue 100 ordinary
shares in the Company to CBT at an issue price of A$126,500.11 per
share;
B. approval of the Scheme of Arrangement (with or without modification)
by the Court;
<PAGE>
C. an office copy of the Order of the Court approving the Scheme of
Arrangement and a certified copy of this resolution being lodged with
the Australian Securities Commission; and
D. Resolution 2 being passed,
the issued share capital of the Company be reduced by cancelling all of the
issued capital of the Company except for the 100 ordinary shares of $0.50
each registered in the name of CBT Group PLC, so that after the reduction
the issued share capital of the Company will be $50.00 divided into 100
ordinary shares of $0.50 each which have been fully paid, with effect from
the date that a certified copy of this resolution and an offset copy of the
order of the Court are lodged with the Australian Securities Commission.
2. AMENDMENTS TO ARTICLES OF ASSOCIATION - INSURANCE AND INDEMNITY
That the Articles of Association of the Company be amended by deleting
ARTICLE 101 and substituting the following new ARTICLE 101:
101 - PAYMENTS BY THE COMPANY INDEMNITY AND INSURANCE
101.1 To the extent permitted by law, the Company indemnifies every
officer of the Company against any liability incurred by that
person:
a) in his or her capacity as officer of the Company; and
b) to a person other than the Company or a related body
corporate of the Company,
unless the liability arises out of conduct on the part of the
officer which involves a lack of good faith.
101.2 The Company indemnifies every officer of the Company against
any liability or costs and expenses incurred by the person in
his or her capacity as an officer of the Company:
a) in defending any proceedings, whether civil or criminal,
in which judgment is given in favour of the person or in
which the person is acquitted; or
b) in connection with an application, in relation to such
proceedings, in which the Court grants relief to the
person under the Corporations Law.
----------------
<PAGE>
101.3 The Company may pay a premium in respect of a contract insuring
a person who is or has been an officer of the Company against
liability incurred by the person in his or her capacity as
officer of the Company except in circumstances prohibited by
the Corporations Law.
----------------
101.4 For the purposes of this Article 101, 'officer' includes
Directors and the Secretary as defined by the Corporations Law
----------------
and full-time employees '
Dated _______________, 1996
______________________________
Company Secretary
<PAGE>
NOTES
1. This notice should be read in conjunction with the Booklet.
2. Members who appear on the Company's register of members at 10:00pm on
[ ], 1997 (Sydney time) are entitled to attend and vote at this
meeting.
3. A member entitled to attend and vote at the meeting is entitled to
appoint not more than two proxies. Where more than one proxy is appointed
each proxy must be appointed to represent a specified proportion of the
member's voting rights. A proxy need not be a member of the Company.
4. The [white] proxy form enclosed with the Booklet should be used for the
meeting.
5. To be valid the form appointing the proxy and the power of attorney or
other authority (if any) under which it is signed (or the attested copy
of it) must be lodged at the registered office of the Company, not later
than 48 hours before the time for holding the meeting.
6. RESOLUTION 1, which is required to be passed as a special resolution of
the Company, is interdependent with the Scheme of Arrangement and the
passing of RESOLUTION 2 and members should note:
(a) the effect of the passing of this resolution will be to reduce the
Company's issued share capital so that it consists of 100 ordinary
shares of $0.50 each which are held by CBT Group PLC;
(b) The reduction is conditional on approval of the Scheme of
Arrangement by the Supreme Court of New South Wales, the lodgment of
an office copy of the Order of the Court approving the scheme with
the Australian Securities Commission and the passing of Resolution
2.
(c) further information is set out in the Explanatory Statement forming
part of the Booklet.
7. RESOLUTION 2 has been proposed because, under changes made to the
Corporations Law on 15 April 1994, the Company is permitted to indemnify
----------------
directors and officers in respect of liability to persons other than the
Company, provided the liability does not arise out of conduct involving a
lack of good faith. The Company is also permitted to provide insurance
for its directors and officers, other than where they may have willingly
breached their duty to the Company. Therefore, it is considered
appropriate that the Articles permit the provision of such indemnities
and insurance as being consistent with appropriate commercial practice.
<PAGE>
RESOLUTION 1 (and accordingly the Scheme) is conditional upon RESOLUTION 2
being passed because the Directors believe that such indemnities and
insurance needs to be in place before the Scheme is implemented.
<PAGE>
DRAFT 26/11/96
APPLIED LEARNING LIMITED
(ACN 009 576 916)
Registered Office: 71 Epping Road
North Ryde NSW 2113
COURT ORDERED MEETING
NOTICE OF COURT ORDERED MEETING OF
ALL MEMBERS OF APPLIED LEARNING LIMITED
Notice is given that, pursuant to an Order of the Supreme Court of New South
Wales, a meeting of members of Applied Learning Limited ('COMPANY') will be held
at [ ], Sydney on [ ], 1997 at 9:15am (Sydney time) or as soon
thereafter as the General Meeting on the same dates concludes or is adjourned.
BUSINESS
The purpose of the meeting is to consider and, if thought fit, to agree to a
Scheme of Arrangement (with or without modification) to be made between the
Company and its members ('SCHEME OF ARRANGEMENT'). A copy of the proposed
Scheme of Arrangement and a copy of the Explanatory Statement required by
section 412 of the Corporations Law are contained in the Scheme of Arrangement
----------------
booklet of which this notice forms part ('BOOKLET').
Accordingly, the meeting will be asked to consider, and if thought fit, to pass
the following resolution as a special resolution:
'To agree to the Scheme of Arrangement (with or without modification)
as approved by and the Court.'
Dated: _______________, 1996
_______________________________
Company Secretary
<PAGE>
NOTES
8. This notice should be read in conjunction with the Booklet.
9. Members who appear on the Company's register of members at 10:00pm on
[ ] 1997 (Sydney time) are entitled to attend and vote at this meeting.
10. A member entitled to attend and vote at the meeting is entitled to
appoint not more than two proxies. Where more than one proxy is appointed
each proxy must be appointed to represent a specified proportion of the
member's voting rights. A proxy need not be a member of the Company.
11. The [green] proxy form enclosed with the Booklet should be used for the
meeting.
12. To be valid the form appointing the proxy and the power of attorney or
other authority (if any) under which it is signed (or the attested copy
of it) must be lodged at the registered office of the Company, not later
than 48 hours before the time for holding the meeting.
13. The resolution agreeing to the Scheme of Arrangement must be approved by
a majority of the members so present and voting (in person or by proxy)
being a majority whose shares in aggregate are 75% of the total of all
shares of all members so present and voting.
14. The Court has appointed [ ], or failing him [ ], to act
as chairman of the meeting.
15. The Scheme of Arrangement (with or without modification) is subject to
the approval of the Court.
<PAGE>
December 18, 1996
BY COURIER
Mr. Geoff Baker
Partner
Hunt & Hunt
Gateway
1 Macquarie Place
SYDNEY NSW 2000
RE: ALA AND CBT - SCHEME OF ARRANGEMENT
Dear Geoff:
I refer to the definition of "Scheme" as set out in the Implementation Deed
dated November 26, 1996 between Applied Learning Limited ("ALA"), CBT Group, PLC
("CBT"), Arie Baalbergen, Brian Hacker, Geoffrey Bransbury and James Josephson
as amended by Deed Amending Implementation Deed dated [18] December 1996 between
the same parties.
In accordance with that definition I propose that Schedule 2 - "Scheme of
Arrangement under Section 411 of the Corporations Law" of the Implementation
Deed ("Terms of the Scheme") be amended by:
1. deleting the definition of "Deadline Date";
2. inserting a new definition as follows:
"Pre-court Time" means 9 am on the day on which ALA applies to Court
for Approval of the Scheme and the Scheme is approved;
3. deleting clause 2.3 and inserting:
"If the CBT Sale Price is, at any time prior to the Pre-court Time,
below US$30 then CBT may terminate implementation of the Scheme by
notice in writing to ALA on or before that time"; and
4. deleting clause 3.4(i) and inserting:
"(i) the number of ALA Shares held by the ALA Shareholder immediately
prior to cancellation of those ALA Shares, as determined on the
Books Closing Date";
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<PAGE>
Mr. Geoff Baker
December 19, 1996
Page 2
Yours sincerely,
/s/ LEIGH BROWN
--------------------
Leigh Brown
Partner
By signing and returning this letter you agree to the amendment proposed
and Terms of the Scheme will be amended accordingly.
Signed by Geoffrey Baker as solicitor for
CBT Group, PLC
Date: 18/12/96
--------
/s/ GEOFFREY BAKER
--------------------
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<PAGE>
DATED JANUARY 8, 1997
AMENDING DEED
MINTER ELLISON
LAWYERS
MINTER ELLISON BUILDING
44 MARTIN PLACE
SYDNEY NSW 2000
DX 117 SYDNEY
TELEPHONE (02) 9210 4444
FACSIMILE (02) 9235 2711
<PAGE>
AMENDING DEED
DEED dated January 8, 1997 between APPLIED LEARNING LIMITED (ACN 009 576
916) of Level 1, 71 Epping Road, North Ryde, New South Wales 2113 ("ALA") and
CBT GROUP PLC of Beech Hill, Clonskeagh, Dublin 4, Ireland ("CBT") and ARIE
BAALBERGEN of 97 Macquarie Street, Roseville, New South Wales ("Baalbergen") and
GEOFFREY STUART BRANSBURY of 9 Grey Court, Beaumauris Victoria ("Bransbury") and
BRIAN ERNEST HACKER of 17/120 Rosedale Road, St Ives, New South Wales ("Hacker")
and JAMES A. JOSEPHSON of c/-Suite 104A, 511 Pacific Highway, St Leonards, New
South Wales ("Josephson") (Brandsbury, Hacker, Josephson and Baalbergen together
the "Founding Shareholders").
RECITALS
A. CBT, ALA and the Founding Shareholders are parties to the
Implementation Deed.
D. ALA has agreed to amend the Implementation Deed on the terms set out
in this deed.
AGREEMENT
E. Definitions and Interpretation.
------------------------------
1. In this deed:
1.1 "Implementation Deed" means the deed dated November 26, 1996
made between ALA, CBT and the Founding Shareholders as amended by Deed Amending
Implementation Deed dated December 18, 1996; and
1.2 words and expressions defined in the Implementation Deed have
the same meanings in this deed unless the context requires otherwise.
2. In this deed:
2.1 unless defined in this deed or the context otherwise
requires, words and phrases have the same meaning (if any) given to them in
accordance with the Corporations Law;
2.2 headings are for convenience only and do not affect the
interpretation of this deed;
2.3 words importing the singular include the plural and vice
versa;
2.4 words importing a gender include any gender;
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<PAGE>
2.5 expressions importing a natural person includes any company,
partnership, joint venture, association, corporation or other body corporate and
any government agency;
2.6 reference to a paragraph, clause or schedule is a reference
to a paragraph of, a clause of or a schedule to this deed and reference to this
deed includes any schedules;
2.7 a reference to a time and date for the performance of an
obligation is a reference to that time and date in Sydney, Australia, even if
the obligation is to be performed elsewhere; and
2.8 if a day appointed or specified in this deed for the
performance of an obligation or the happening of any act, matter or thing is not
a Business Day, the day so appointed or specified is taken to be the next
Business Day.
F. Amendments to Implementation Deed. The parties amend the
---------------------------------
Implementation Deed by inserting the following in clause 3.1 after "the Scheme"
on the first line of that clause:
", the Capital Reduction"
G. Public Statements.
-----------------
1. A party must not make a press release, announcement or other
public statement or communication of any kind relating to the subject matter of
this deed ("Announcement") unless:
1.1 it has the prior approval of both ALA and CBT; or
1.2 it is required to be made by law or the listing rules or
regulations of any relevant stock exchange.
2. If a party is required by law or the listing rules or regulations
of any relevant stock exchange to make any Announcement it must before doing so:
2.1 notify the other party; and
2.2 give the other party a reasonable opportunity to comment on
the contents of the Announcement, except if to do so will put a party in breach
of any law or the listing rules or regulations of any stock exchange.
H. Assignment. The rights arising under this deed are personal to the
----------
parties to this deed and without limitation:
0.1 ALA must not assign or otherwise deal with its rights under
this deed;
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<PAGE>
0.2 CBT must not assign or otherwise deal with its rights under
this deed; and
0.3 the Founding Shareholders must not assign or otherwise deal
with their rights under this deed.
I. General.
-------
1. The parties will execute all documents and do all acts and things
necessary for the full and effectual performance of their respective obligations
under this deed.
2. This deed may be executed in any number of counterparts all of
which when taken together are deemed to constitute the same instrument.
3. ALA will pay any stamp duty payable on this deed and the
transactions contemplated by this deed.
4. Each party must pay its own costs in connection with the
preparation and implementation of this deed.
5. This deed is governed by the law of New South Wales.
EXECUTED as a deed.
SIGNED SEALED AND DELIVERED
by ARIE BAALBERGEN as an authorized
officer of APPLIED LEARNING LIMITED
in the presence of
/s/ JULIE CLARIDGE /s/ ARIE BAALBERGEN
- ------------------------------------- --------------------------------------
Witness Arie Baalbergen
/s/ JULIE CLARIDGE
- -------------------------------------
Name of Witness (print)
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<PAGE>
SIGNED for and on behalf of CBT GROUP
PLC by GREGORY M. PRIEST
an authorized officer in the presence of:
/s/ GREGORY PORTO /s/ GREGORY M. PRIEST
- ------------------------------------- --------------------------------------
Signature of Witness GREGORY M. PRIEST
/s/ GREGORY PORTO
- -------------------------------------
Name of Witness (print)
SIGNED SEALED and DELIVERED by
ARIE BAALBERGEN
in the presence of
- ------------------------------------- --------------------------------------
Signature of Witness ARIE BAALBERGEN
- -------------------------------------
Name of Witness (print)
SIGNED SEALED and DELIVERED by
GEOFFREY STUART BRANSBURY
in the presence of
- ------------------------------------- --------------------------------------
Signature of Witness GEOFFREY STUART BRANSBURY
- -------------------------------------
Name of Witness (print)
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<PAGE>
SIGNED SEALED and DELIVERED by
BRIAN ERNEST HACKER
in the presence of
- ------------------------------------- --------------------------------------
Signature of Witness BRIAN ERNEST HACKER
- -------------------------------------
Name of Witness (print)
SIGNED SEALED and DELIVERED by
JAMES A. JOSEPHSON
in the presence of
- ------------------------------------- --------------------------------------
Signature of Witness JAMES A. JOSEPHSON
- --------------------------------------
Name of Witness (print)
SIGNED SEALED and DELIVERED by
ARIE BAALBERGEN as attorney for
GEOFFREY STUART BRANSBURY
under power of attorney dated in the presence of
- ------------------------------------- --------------------------------------
Signature of Witness ARIE BAALBERGEN
- -------------------------------------
Name of Witness (print)
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<PAGE>
SIGNED SEALED and DELIVERED by
ARIE BAALBERGEN as attorney for
BRIAN ERNEST HACKER under power of
attorney dated in the presence of
- ------------------------------------- --------------------------------------
Signature of Witness ARIE BAALBERGEN
- -------------------------------------
Name of Witness (print)
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<PAGE>
January 8, 1997
Mr. Geoff Baker
Partner
Hunt & Hunt
Gateway
1 Macquarie Place
SYDNEY NSW 2000
RE: ALA AND CBT - SCHEME OF ARRANGEMENT
Dear Geoff:
I refer to the definition of "Scheme" as set out in the Implementation Deed
dated November 26, 1996 between Applied Learning Limited ("ALA"), CBT Group, PLC
("CBT"), Arie Baalbergen, Brian Hacker, Geoffrey Bransbury and James Josephson
as amended by Deed Amending Implementation Deed dated 18 December 1996 between
the same parties.
In accordance with that definition I propose that Schedule 2 - "Scheme of
Arrangement under Section 411 of the Corporations Law" of the Implementation
Deed ("Terms of the Scheme") be amended by:
1. inserting the following at the end of the definition of Implementation
Deed:
"as amended by Deed Amending Implementation Deed dated December 18,
1996 between the same parties;
2. delting '3.3' in the definition of "Completion" and inserting '3.4';
3. deleting the definition of "Scheme" and inserting the following
definition:
"Scheme' means this scheme of arrangement subject to:
(a) any alterations or conditions made or required under section
411(6) of the Corporations Law; and
(b) any alterations agreed between the solicitors for ALA and CBT
prior to the Court ordering the convening of the Scheme meeting";
4. by deleting clause 3.3; and
5. deleting clause 3.4 by:
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<PAGE>
(a) deleting 'ALA will receive from CBT and distribute to ALA
Shareholders (other than CBT)' from clause 3.4 and inserting 'ALA
must direct CBT to issue to ALA Shareholder (other than CBT), on
the Business Day following the Books Closing Date ('Completion
Date') in satisfaction of the subscription monies for the issue of
new ALA Shares'; and
(b) deleting in paragraph (iii) 'referred to in clause 3.3' and
inserting per CBT ADS, equal to the lower of:
'(A) the last CBT Sale Price prior to 10 am on the Completion
Date; and
(B) US$60.'
I confirm that any agreement between us to change the Terms of the Scheme
set out in my letter dated January 7, 1997 and addressed to you is now
terminated.
Yours sincerely,
/s/ JULIE CLARIDGE
-----------------------
Julie Claridge
Senior Associate
By signing and returning this letter you agree to the amendment proposed
and Terms of the Scheme will be amended accordingly.
Signed by Geoffrey Baker as solicitor for
CBT Group, PLC
/s/ GEOFFREY BAKER
-----------------------
Date: 8/1/97
---------
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