Shepperton Joint Venture Acquisition – Unit Sale Agreement

183 Pages·2016·10.92 MB·English

TRAVERS SMITH
DATED 2014
(1) QUARRYVALE ONE LIMITED
AND AVIVA LIFE & PENSIONS UK LIMITED
(2) BALTRAY NO. 1 LIMITED AND
BALTRAY NO. 2 LIMITED
PURCHASE AGREEMENT RELATING TO UNITS IN
THE STUDIOS UNIT TRUST
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CONTENTS
Clause Page
DEFINITIONS AND CONSTRUCTION
1
2. THE SALE UNITS PRICE 6
TITLE 7
4 COMPLETION 7
WARRANTIES 8
6. ACKNOWLEDGEMENTS 9
ASSIGNMENT 10
8. FURTHER ASSURANCE II
g
ENTIRE AGREEMENT 12
10. WAIVER AND RELEASE 12
II. COSTS AND EXPENSES 13
12. NOTICES ..13
13. VAT 14
14. COUNTERPARTS 14
15. JOINT AND SEVERAL LIABILITY 14
16. VARIATION 15
17. SEVERABILITY 15
18. EFFECT OF COMPLETION 15
19. CONFIDENTIALITY 15
20. ANNOUNCEMENTS 16
21. GOVERNING LAW AND JURISDICTION 16
22. RIGHTS OF THIRD PARTIES 17
23. APPORTIONMENT OF INCOME AND OUTGOINGS 17
Schedules
1 Warranties
2 Seller Sale Units
3 Buyer Sale Units
4 Limitations of the Sellers' Liability
Documents in the approved terms
1. Announcement
2. Instrument of appointment and removal in respect of the replacement of the Trustees by the
New Trustee
3. Deed of assignment in respect of the transfer of the Aviva Partnership Interest to the New
Trustee
4. Deed of adherence in respect of the adherence by the New Trustee to the Partnership Deed
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Annexures
Trust Instrument
2. Management Accounts
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THIS AGREEMENT made the 2014
BETWEEN:
(1) QUARRYVALE ONE LIMITED (company number 03118888) whose registered office is
at No 1 Poultry, London EC2R 8EJ and AVIVA LIFE & PENSIONS UK LIMITED
(company number 03253947) whose registered office is at 2 Rougier Street, York Y090
1UU (together the "Sellers"); and
(2) BALTRY NO. 1 LIMITED (company number 05776674) whose registered office is at c/o
Pinewood Studios, Pinewood Road, Iver Heath, Buckinghamshire SLO ONH and
BALTRAY NO. 2 LIMITED (company number 05778635) whose registered office is at
c/o Pinewood Studios, Pinewood Road, Iver Heath, Buckinghamshire SLO ONH (the
"Buyers").
INTRODUCTION:
(A) The Trust was established and constituted by the Trust Instrument as a unit trust scheme
pursuant to Article 7(3) of the Trusts (Jersey) Law 1984, as amended.
(B) The Sellers have agreed to sell and the Buyers have agreed to purchase the Sale Units on the
terms and subject to the conditions of this Agreement.
OPERATIVE PROVISIONS:
1. DEFINITIONS AND CONSTRUCTION
1.1 In this Agreement (including the Schedules and Introduction) the following expressions
have the following meanings:
Announcement means the announcement in the approved terms
regarding the purchase of the Sale Units by the
Buyers to be made by Pinewood Shepperton pic.
Asset Manager means Shepperton Management Limited (company
number 05907027).
Aviva Partnership Interest means the 13,361.1 units in the Partnership
(representing 49.96 per cent, of the issued units of the
Partnership) held by the Trustees (as trustees of the
Trust).
Business Day means a day other than a Saturday or a Sunday on
which the clearing banks are open for business in the
City of London and Jersey.
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Buyer Group means the Buyers, any holding company of either of
the Buyers and any subsidiary of either of the Buyers
or such holding company from time to time and
references to a "Buyer Group Company" or "member
of the Buyer Group" shall be construed accordingly.
Buyers' Solicitors means Travers Smith LLP, 10 Snow Hill, London
EC1A2AL.
Certificate has the meaning given to that expression in the Trust
Instrument.
Completion means completion of the sale and purchase of the Sale
Units in accordance with the terms and conditions of
this Agreement.
Completion Date means the date on which Completion occurs.
Confidential Materials all information (whether oral or recorded in any
medium) relating to the business, financial or other
affairs (including future plans) of the Trust or the
Partnership which is marked or is by its nature
confidential.
Encumbrance means any mortgage, charge (fixed or floating),
pledge, lien, security or other third party right or
interest (legal or equitable) including any option,
right to acquire, right of pre-emption, assignment by
way of security, reservation of title or any other
security interest of any kind however created or
arising or any other agreement or arrangement
(including a sale and repurchase arrangement) having
similar effect or restriction over or in respect of the
use of the relevant security or right.
FSMA means the Financial Services and Markets Act 2000,
as amended.
Fund Manager means Aviva Investors Global Services Limited
(company number 1151805).
Fundamental Warranties means the Warranties set out in paragraph 3 of
Schedule 1 to this Agreement.
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General Partner means the general partner of the Partnership,
Shepperton Studios (General Partner) Limited
(company number 05913009).
ITA 2007 means the Income Tax Act 2007.
Management Accounts means the unaudited management accounts of the
Trust for the six month period to 30 June 2014, a
copy of which comprises Annexure 2.
New Trustees means Studio Trustee No. 1 Limited and Studio
Trustee No. 2 Limited, each acting in their capacity as
trustee of the Trust.
Partnership means Shepperton Studios Property Partnership, a
limited partnership registered in England and Wales
with number LP011523.
Partnership Deed means the limited partnership deed in respect of the
Partnership dated 12 September 2006.
12,
Price means the aggregate sum of £{2,504,24j} on the basis
11Z jOOC] .o2>
Register means the register of holders of Units.
Sale Units means the aggregate 55,0609 Units in the Trust held
by the Sellers.
Seller Group means the Sellers, any holding company of either of
the Sellers and any subsidiary of either of the Sellers
or such holding company from time to time and
references to a "Seller Group Company" or "member
of the Seller Group" shall be construed accordingly.
Sellers' Certificates means such Certificate(s) as have been issued to the
Sellers under the Trust Instrument in respect of the
Sale Units.
Sellers' Solicitors means Berwin Leighton Paisner LLP, Adelaide
House, London Bridge, London EC4R 9HA.
Sellers' Solicitors' Bank Account means the Berwin Leighton Paisner LLP client
account at Barclays Bank pic, 50 Pall Mall, London,
sort code; 20-65-82, account number; 50089753.
Taxation or Tax means:
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(a) all forms of taxation and statutory,
governmental, state, federal, provincial,
local government or municipal charges,
duties (including stamp duty), imposts,
contributions. levies. withholdings,
deductions, charges, liabilities or any sums
in the nature of or payable on account of the
foregoing wherever chargeable and whether
of the United Kingdom, Jersey or any other
jurisdiction and whether or not primarily
payable by the Trustees; and
(b) any penalty, fine, surcharge or interest
payable in connection with any taxation
within (a) above.
Tax Authority means HMRC and any other governmental or other
authority whatsoever competent to impose any Tax
whether in the United Kingdom, Jersey or elsewhere.
Tax Demand means any claim, assessment, notice, demand, letter
or other document issued or any action taken by or on
behalf of any Tax Authority or by the Trustees
whether before or after the date of this Agreement
from which it appears that there is or may be a claim
under the Tax Warranties.
Tax Liability means a liability to make an actual payment of Tax
whether or not such Tax is also or alternatively
chargeable against or attributable to any other person
and whether or not such Tax has been discharged
prior to Completion.
Tax Warranties means the Warranties set out in paragraph 6 of
Schedule 1 to this Agreement.
TCGA 1992 means the Taxation of Chargeable Gains Act 1992.
Transfer Document means an instrument of transfer of Units, as provided
for in clause 7 of the Trust Instrument.
Trust means The Studios Unit Trust as constituted by the
Trust Instrument.
Trust Fund has the meaning given to that expression in the Trust
Instrument.
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Trustees means Pavilion Trustees Limited (formerly Mourant
& Co. Trustees Limited) and Pavilion Property
Trustees Limited (formerly Mourant Property
Trustees Limited).
Trust Instrument means the trust instrument dated 7 September 2006
and entered into by the Trustees constituting the
Trust, a true copy of which comprises Annexure I.
Units means units in the Trust.
VAT means Value Added Tax.
Warranties means the warranties set out in Schedule 1.
1.2 Unless the context requires otherwise, words and expressions defined in or having a
meaning provided by the Companies Act 2006 shall have the same meaning in this
Agreement. The use of the terms "connected" and "connected person" and any question
as to whether a person is "connected" with another shall be determined in accordance with
the provisions, at the date of this Agreement, of sections 1122 and 1123 of the Corporation
Tax Act 2010, save that for these purposes, the term "company" (as defined in section 1123
of the Corporation Tax Act 2010) shall include a limited liability partnership.
1.3 Unless the context requires otherwise, references in this Agreement to:
1.3.1 any of the masculine, feminine and neuter genders shall include other genders;
1.3.2 the singular shall include the plural and vice versa;
1.3.3 a "person" shall include a reference to any natural person, body corporate,
unincorporated association, partnership and trust;
1.3.4 "employees" shall be deemed to include workers and consultants, and
references to "contracts of employment", "terms and conditions of
employment", "employment arrangements" and to "commencement or
cessation of employment" shall be deemed to include workers' contracts,
contracts for consultancy and commencement or cessation of workers' contracts
or consultancy;
1.3.5 any statute or statutory provision shall be deemed to include any instrument,
order, regulation or direction made or issued under it and shall be construed so
as to include a reference to the same as it may have been, or may from time to
time be, amended, modified, consolidated, re-enacted or replaced except to the
extent that any amendment or modification made after the date of this
Agreement would increase any liability or impose any additional obligation
under this Agreement;
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1.3.6 any English legal term for any action, remedy, method of judicial proceeding,
legal document, legal status, court, official or any legal concept or thing shall,
in respect of any jurisdiction other than that of England, be deemed to include
what most nearly approximates in that jurisdiction to the English legal term;
1.3.7 any time or date shall be construed as a reference to the time or date prevailing
in England; and
1.3.8 a particular government or statutory authority shall include any entity which is
a successor to that authority.
1.4 The headings in this Agreement are for convenience only and shall not affect its meaning.
References to a "clause", "Schedule" or "paragraph" are (unless otherwise stated) to a
clause of and Schedule to this Agreement and to a paragraph of the relevant Schedule. The
Schedules form part of this Agreement and shall have the same force and effect as if
expressly set out in the body of this Agreement.
1.5 A document expressed to be "in the approved terms" means a document, the terms of
which have been approved by the parties and a copy of which has been identified as such
and initialled by or on behalf of the Sellers and the Buyers.
1.6 A document expressed to be an "Annexure" means a document a copy of which has been
identified as such and initialled by or on behalf of the Sellers and the Buyers.
1.7 In construing this Agreement, general words introduced by the word "other" shall not be
given a restrictive meaning by reason of the fact that they are preceded by words indicating
a particular class of acts, matters or things and general words introduced by the word
"including" shall not be given a restrictive meaning by reason of the fact that they are
followed by particular examples intended to be embraced by the general words.
THE SALE UNITS PRICE
2.1 Without prejudice to clause 4.5, the Sellers agree to sell and the Buyers agree to buy the
Sale Units for the Price on the terms set out in this Agreement with effect from the
Completion Date, together with (save as otherwise provided in this Agreement) all rights
and advantages accruing thereto from but not including the Completion Date.
2.2 The Buyers shall not be obliged to complete the purchase of any of the Sale Units unless the
Sellers shall at the same time complete the sale of all of the Sale Units. The Sellers shall not
be obliged to complete the sale of any of the Sale Units unless the Buyers shall at the same
time complete the purchase of all of the Sale Units.
2.3 Each Seller waives or agrees to procure the waiver of any right or restriction conferred upon
it which may exist under the Trust Instrument or otherwise in relation to the transfer of the
Sale Units pursuant to this Agreement.
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3, TITLE
The Sellers as legal and beneficial owners shall sell such number of the Sale Units as are set
out next to their names in Schedule 2 to the Buyers (in the proportions set out next to each
Buyer's name in Schedule 3) with full title guarantee and free from all Encumbrances,
4. COMPLETION
4.1 Completion will take place at the offices of the Buyers' Solicitors (or such other place as the
Sellers and the Buyers may agree) immediately after execution of this Agreement.
4.2 At Completion the Sellers shall deliver (or procure the delivery of) to the Buyers and/or the
Buyers' Solicitors:
(a) the necessary duly executed Transfer Documents to give effect to the transfer to
each of the Buyers (or as they may direct giving reasonable notice) of such
number of the Sale Units as are set out next to their names in Schedule 3;
(b) the Sellers' Certificates (or in the case of any missing Sellers' Certificates an
indemnity reasonably acceptable to the Buyers in respect of such missing
Sellers' Certificates);
(c) any material books of account and other material records in respect of, the
Trust in the possession, custody or control of the Sellers;
(d) a copy of resolutions of the Trustees and of the Sellers as holders of the Units
authorising the replacement of the Trustees with the New Trustees and the
transfer of the Aviva Partnership Interest to the New Trustees;
(e) an instrument of appointment and removal in the approved terms in respect of
the replacement of the Trustees with the New Trustees, duly executed by the
Trustees; and
(f) a deed of assignment in the approved terms in respect of the transfer of the
Aviva Partnership Interest to the New Trustees, duly executed by the Trustees,
the Fund Manager.
4.3 At Completion, upon compliance by the Sellers with the provisions of clause 4.2, the Buyers
shall deliver (or procure the delivery of) to the Sellers and/or the Sellers' Solicitors:
(a) the necessary duly executed Transfer Documents to give effect to the transfer to
each of the Buyers (or as they may direct giving reasonable notice) of such
number of the Sale Units as are set out next to their names in Schedule 3; and
(b) a copy of resolutions of the board of directors of each of the Buyers authorising
the execution of and the performance by each Buyer of its obligations under
this Agreement and each of the documents to be executed by it;
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