Share Sale and Purchase Agreement (2006)Full Document 

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                        SHARE SALE AND PURCHASE AGREEMENT

                                   RELATING TO

                                  THE SHARES IN

                             SHAW HOTEL HOLDING B.V.

                                 by and between

                    1. EURO SEA HOTEL N.V.

                    2. B.E.A. HOTELS N.V.

                    3. SHAWPARK INVESTMENTS B.V. (as "Sellers")

                    and

                    4. WG MITCHELL  LTD (as "Purchaser")

                                19 December 2005

                                 Van Doorne N.V.
                                Jachthavenweg 121
                                1081 KM Amsterdam
                                 P.O. Box 75265
                                1075 AG Amsterdam
                                 The Netherlands



                                      INDEX



CLAUSE                                                                      PAGE
------                                                                      ----
                                                                      
1    Interpretation......................................................     2
2    Sale and purchase of the Shares.....................................     4
3    Purchase Price......................................................     4
4    Completion..........................................................     5
5    Warranties; liability of Sellers....................................     7
6    Indemnities.........................................................    10
7    Confidentiality.....................................................    11
8    Notices and other announcements to the Parties......................    12
9    Waiver of right to annul or dissolve................................    14
10   Assignment..........................................................    15
11   Partial invalidity..................................................    15
12   Fees and costs......................................................    15
13   Entire agreement, amendments........................................    15
14   Miscellaneous provisions............................................    16
15   Applicable law......................................................    17
16   Settlement of disputes..............................................    17


EXECUTION COPY
SHARE SALE AND PURCHASE AGREEMENT RELATING TO THE SHARES IN SHAW HOTEL HOLDING
B.V.



                                    SCHEDULES



NUMBER   SCHEDULE
------   --------
      
1        SHAREHOLDING IN THE COMPANY
2        DEFINITIONS
3        DEED OF TRANSFER
4        PURCHASE PRICE STATEMENT
5        WARRANTIES


EXECUTION COPY
SHARE SALE AND PURCHASE AGREEMENT RELATING TO THE SHARES IN SHAW HOTEL HOLDING
B.V.



            SHARE SALE AND PURCHASE AGREEMENT RELATING TO THE SHARES
                           IN SHAW HOTEL HOLDING B.V.

THIS SHARE SALE AND PURCHASE AGREEMENT IS MADE THE 19TH DAY OF DECEMBER 2005 BY
AND BETWEEN:

(1)  WG MITCHELL (SCOTLAND) LIMITED, a company with limited liability
     incorporated under the laws of Northern Ireland, Registered Number
     NI032090, having its registered office at 10 Victoria Park, Waterside,
     Londonderry, Northern Ireland ("PURCHASER");

(2)  EURO SEA HOTELS N.V., a company limited by shares (naamloze vennootschap)
     incorporated under the laws of The Netherlands, registered with the
     commercial register of the Chamber of Commerce in Amsterdam under file
     number 33233798, having its registered office in Amsterdam and its place of
     business at Dufaystraat 5-hs, 1075 GR, Amsterdam, The Netherlands ("EURO
     SEA HOTELS");

(3)  B.E.A. HOTELS N.V., a company limited by shares (naamloze vennootschap)
     incorporated under the laws of The Netherlands, registered with the
     commercial register of the Chamber of Commerce in Amsterdam under file
     number 33300462, having its registered office in Amsterdam and its place of
     business at Keizersgracht 241, 1016 EA Amsterdam, The Netherlands ("BEA
     HOTELS"); and

(4)  SHAWPARK INVESTMENTS B.V., a private company with limited liability
     (besloten vennootschap) incorporated under the law of The Netherlands,
     registered with the commercial register of the Chamber of Commerce in
     Amsterdam under file number 33303714, having its registered office in
     Amsterdam and its place of business at 9B Boulevard du Prince Henri, L-1724
     Luxembourg, Luxembourg ("SHAWPARK");

     Euro Sea Hotels, B.E.A. Hotels and Shawpark Investments are hereinafter
     jointly referred to as "SELLERS";

WHEREAS:

(A)  Shaw Hotel Holding B.V. is a private company with limited liability
     (besloten vennootschap met beperkte aansprakelijkheid) incorporated under
     the laws of The Netherlands, having its

EXECUTION COPY
SHARE SALE AND PURCHASE AGREEMENT RELATING TO THE SHARES IN SHAW HOTEL HOLDING
B.V.



     registered office in Amsterdam, The Netherlands (the "COMPANY") and the
     Sellers hold all issued and outstanding shares in the capital of the
     Company (the "SHARES") as set forth in SCHEDULE 1;

(B)  The Company holds legal title to the Property. The entire Property is let
     pursuant to the Lease;

(C)  Prior to the entry of this Agreement, a satisfactorily legal, financial and
     tax due diligence has been conducted by or on behalf of Purchaser;

(D)  Each of Sellers and Purchaser has taken all necessary corporate action and
     has obtained all necessary internal and external approvals, consents and
     permits for the acquisition contemplated by this Agreement;

(E)  Sellers and Purchaser now have reached definitive agreement on the sale and
     purchase of the Shares on the terms and conditions set forth in this
     Agreement;

HAVE AGREED AS FOLLOWS:

1    INTERPRETATION

1.1  SCHEDULE 2 contains a list of definitions. All capitalised terms used
     herein shall have the meaning as set out in such Schedule 2.

1.2  Any reference in this Agreement to the "ORDINARY COURSE OF BUSINESS" of the
     Company shall be construed as a reference to the following activities
     presently conducted by the Company, namely the owning of the Property as an
     investment.

1.3  In this Agreement, a reference to:

     1.3.1 a "SUBSIDIARY" or "HOLDING COMPANY" is to be construed in accordance
           with section 2:24a DCC;

     1.3.2 a "GROUP" or "GROUP COMPANY" is to be construed in accordance with
           section 2:24b DCC;

     1.3.3 a "PARTICIPATION" is to be construed in accordance with section 2:24c
           DCC;


                                                                             (2)



     1.3.4 a document in the "AGREED FORM" is a reference to a document in a
           form approved and for the purposes of identification signed by or on
           behalf of each Party;

     1.3.5 a statutory provision includes a reference to any subordinate
           legislation made under the statutory provision before the date of
           this Agreement;

     1.3.6 singular words shall include the plural and vice-versa and words in a
           particular gender shall include all genders, unless the context
           requires otherwise;

     1.3.7 a reference to a "person" or a "party" to this Agreement includes a
           reference to any individual, company, association or partnership
           (whether or not having legal personality (rechtspersoonlijkheid)) and
           that person's or party's legal representatives and successors; and

     1.3.8 a reference to "FAIRLY DISCLOSED" matters means matters and
           circumstances disclosed in such terms that their substance and the
           implications thereof to an intending Purchaser are reasonably
           apparent to and understandable by qualified and competent
           professional advisors or experienced businessmen reading such
           documents for the purposes of a due diligence review of the rights,
           obligations, assets and liabilities to be acquired and/or assumed
           pursuant to this Agreement..

1.4  Clause headings are inserted for convenience purposes only and shall
     neither affect the contents nor the interpretation of this Agreement.

1.5  Terms in this Agreement refer to Dutch legal concepts only and shall be
     interpreted accordingly. The use of these or similar terms in any other
     jurisdiction shall be disregarded. In the event of any translation of this
     Agreement or any agreement resulting there from, the English language
     version shall prevail for any and all purposes, including for
     interpretation purposes. In respect of any jurisdiction other than the
     Netherlands, references to any Dutch legal concept shall be deemed to refer

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