Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-4 Registration Statement of a Foreign Private Issuer 251 1.21M
for Securities Issued in a
Business-Combination Transaction
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 41 134K
Liquidation or Succession
11: EX-2.10 Plan of Acquisition, Reorganization, Arrangement, 6 19K
Liquidation or Succession
12: EX-2.11 Plan of Acquisition, Reorganization, Arrangement, 148 423K
Liquidation or Succession
13: EX-2.12 Plan of Acquisition, Reorganization, Arrangement, 71 176K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, 50 127K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, 66 158K
Liquidation or Succession
5: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, 66 161K
Liquidation or Succession
6: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, 35 60K
Liquidation or Succession
7: EX-2.6 Plan of Acquisition, Reorganization, Arrangement, 12 25K
Liquidation or Succession
8: EX-2.7 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
9: EX-2.8 Plan of Acquisition, Reorganization, Arrangement, 10 23K
Liquidation or Succession
10: EX-2.9 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
14: EX-3.1 Articles of Incorporation/Organization or By-Laws 39 106K
15: EX-3.2 Articles of Incorporation/Organization or By-Laws 26 85K
16: EX-3.3 Articles of Incorporation/Organization or By-Laws 14 56K
17: EX-3.4 Articles of Incorporation/Organization or By-Laws 26 70K
18: EX-4.1 Instrument Defining the Rights of Security Holders 129 533K
19: EX-4.3 Instrument Defining the Rights of Security Holders 20 91K
20: EX-5.1 Opinion re: Legality 4 21K
21: EX-10.1 Material Contract 28 123K
30: EX-10.10 Material Contract 1 15K
31: EX-10.11 Material Contract 1 15K
32: EX-10.12 Material Contract 8 33K
22: EX-10.2 Material Contract 107 523K
23: EX-10.3 Material Contract 34 120K
24: EX-10.4 Material Contract 23 62K
25: EX-10.5 Material Contract 54 144K
26: EX-10.6 Material Contract 29 56K
27: EX-10.7 Material Contract 28 54K
28: EX-10.8 Material Contract 10 46K
29: EX-10.9 Material Contract 1 15K
33: EX-12.1 Statement re: Computation of Ratios 3± 24K
34: EX-21.1 Subsidiaries of the Registrant 14 47K
35: EX-23.2 Consent of Experts or Counsel 1 14K
36: EX-24.1 Power of Attorney 9 45K
37: EX-25.1 Form T-1 5 29K
38: EX-99.1 Miscellaneous Exhibit 15 78K
39: EX-99.2 Miscellaneous Exhibit 3 21K
EX-2.9 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
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Exhibit 2.9
The following exhibit no. 2.9 constitutes a fair and accurate English
translation of the original copy of this document.
/s/ Michael P. Chitty
----------------------------------------
Michael P. Chitty
Company Secretary of Willis Corroon Group Limited
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Translation
PURCHASE AND SALES AGREEMENT
ON THE ACQUISITION OF LIMITED PARTNER SHARES
between
1. Ms. Irene Koenig, nee Mehl
Fuchshohl 5, 65812 Bad Soden
2. Ms. Doris Ballauff, nee Strohlein
Inselstrasse 27, 22297 Hamburg
3. Mr. Michael Emken
Parkallee 65, 20144 Hamburg
4. C. Wuppesahl Management GmbH
Herrlichkeit 1, 28199 Bremen
5. C. Wuppesahl
Herrlichkeit 1, 28199 Bremen
6. 68. Verwaltungsgesellschaft Dammtor mbH, Hamburg
Warburgstrasse 50, 20354 Hamburg
7. Willis Corroon GmbH,
Warburgstrasse 50, 20354 Hamburg
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I.
Object of Purchase
The contracting parties and Deutsche Bank AG are the limited partners of the
limited partnership in the firm Jaspers Wuppesahl Industrie Assekuranz GmbH &
Co. KG (hereinafter referred to as "Company") with a total limited capital in
the amount of DM 6,800,000.00. They hold the following shares:
1. Ms. Irene Koenig, nee Mehl, Bad Soden,
holds a limited partnership share
in the amount of DM 1,245,964.00
2. Ms. Doris Ballauff, nee Strohlein,
Hamburg, holds a limited partnership
share in the amount of DM 866,218.00
3. Mr. Michael Emken, Hamburg,
holds a limited partnership share
in the amount of DM 866,218.00
4. Limited partnership in the firm
C. Wuppesahl, Bremen,
holds a limited partnership share
in the amount of DM 1,285,200.00
5. Deutsche Bank AG, Frankfurt am Main,
holds a limited partnership share
in the amount of DM 992,800.00
6. 68. Verwaltungsgesellschaft Dammtor
GmbH, Hamburg,
holds a limited partnership share
in the amount of DM 992,800.00
7. Willis Corroon Deutschland GmbH,
Hamburg, holds a limited partnership share
in the amount of DM 367,200.00
8. C. Wuppesahl Management GmbH,
holds a limited partnership share
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in the amount of DM 183,600.00
II.
Purchase and Transfer
(1) Ms. Irene Koenig - hereinafter referred to also as "Seller" hereby sells
and transfers of her above stated limited partnership share a partial
share in the amount of DM 470,764 to Willis Corroon GmbH, Hamburg -
hereinafter referred to as "Buyer".
(2) Ms. Ballauff - hereinafter referred to also as "Seller" - hereby sells and
transfers of her above stated limited partnership share a partial share in
the amount of DM 104,618 to Willis Corroon GmbH, Hamburg - hereinafter
referred to as "Buyer".
(3) Mr. Emken - hereinafter referred to also as "Seller" - hereby sells and
transfers of his above stated limited partnership share a partial share in
the amount of DM 104,618 to Willis Corroon GmbH, Hamburg - hereinafter
referred to as "Buyer".
(4) 68. Verwaltungsgesellschaft Dammtor mbH - hereinafter referred to also as
"Seller" - hereby transfers - following the winding-up of a fiduciary
relationship - its above stated limited partnership share in the amount of
DM 992,800 to Willis Corroon GmbH, Hamburg - hereinafter referred to as
"Buyer".
(5) Ms. Ballauff - hereinafter referred to also as "Seller" - hereby sells and
transfers of her above stated limited partnership share a partial share in
the amount of DM 13,600 to C. Wuppesahl hereinafter referred to as
"Buyer".
(6) Mr. Emken - hereinafter referred to also as "Seller" - hereby sells and
transfers of his above stated limited partnership share a partial share in
the amount of DM 13,600 to C. Wuppesahl hereinafter referred to as
"Buyer".
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(7) C. Wuppesahl Management GmbH - hereinafter referred to also as "Seller" -
hereby transfers - following the winding-up of a fiduciary relationship -
its above stated limited partnership share in the amount of DM 183,600 to
C. Wuppesahl - hereinafter referred to as "Buyer".
(8) Purchase and transfer shall take place with all rights and duties
connected with the shares assigned in particular with the right to receive
dividend as of 1 January 1998.
(9) The transfer of the limited partnership shares shall become effective in
rem with the full payment of the purchase price, however, not before the
merger of Jaspers Industrie Assekuranz GmbH & Co. KG and C. Wuppesahl &
Co. Assekuranzmakler is registered in both commercial registers.
(10) The assignments shall be in the form of singular succession. Sellers
received no benefits from the limited partnership in connection with the
assignment of the limited partnership shares.
(11) Buyers herewith accept assignment of the limited partnership shares at the
afore- written conditions (para. 1 to 10).
(12) Following the transfer, the limited partnership capital of the Company is
divided as follows:
1. Ms. Irene Koenig, nee Mehl,
Bad Soden, holds a limited
partnership share of 11.4%, equal DM 775,200.00
2. Ms. Doris Ballauff, nee Strohlein,
Hamburg, holds a limited
partnership share of 11.0%, equal DM 748,000.00
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3. Mr. Michael Emken, Hamburg,
holds a limited partnership
share of 11.0%, equal DM 748,000.00
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4. Limited partnership in the firm
C. Wuppesahl, Bremen,
holds a limited partnership
share of 22.0%, equal DM 1,496,000.00
5. Deutsche Bank AG, Frankfurt
am Main, holds a limited
partnership share of 14.6%, equal DM 992,800.00
6. Willis Corroon GmbH,
Hamburg, holds a limited
partnership share of 30.0%, equal DM 2,040.000.00
III.
Purchase Price
(1) Willis Corroon GmbH pays to Seller Ms. Irene Koenig for the sold limited
partnership share a purchase price in the total amount of DM
13,846,000.00.
(2) Willis Corroon GmbH pays to Seller Ms. Ballauff for the sold limited
partnership share a purchase price in the total amount of DM 3,077,000.00.
(3) Willis Corroon GmbH pays to Seller Mr. Emken for the sold limited
partnership share a purchase price in the total amount of DM 3,077,000.00.
(4) C. Wuppesahl pays to Seller Ms. Ballauff for the sold limited partnership
share a purchase price in the total amount of DM 400,000.00.
(5) C. Wuppesahl pays to Seller Mr. Emken for the sold limited partnership
share a purchase price in the total amount of DM 400,000.00.
(6) C. Wuppesahl pays to Seller C. Wuppesahl Management GmbH for the
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transferred limited partnership share no purchase price.
(7) Each purchase price is due on signing of the present agreement and is to
be paid within three bank working days to a joint blocked account of the
contracting parties at Deutsche Bank AG, account no. 040110906, sort code
200 700 00.
(8) The bank is hereby instructed to pay the amount according to no. III,
para. 1 to 6 to the respective Seller with interest as soon as the bank
receives a certified extract from the commercial register of the Company
showing that the merger of Jaspers Industrie Assekuranz GmbH & Co. KG and
C. Wuppesahl & Co. Assekuranzmakler has been registered.
IV.
Approvals
(1) On 22 January 1998 the Company approved the above mentioned share
transfers.
(2) All shareholders expressly waived their rights of first refusal and
similar rights - if any.
V.
Miscellaneous
(1) Should a provision of this agreement be or become ineffective this shall
not affect the effectiveness of the remaining provisions. Instead of the
ineffective provision or a regulation gap such legally admissible
provision shall be considered as agreed which, as far as possible
corresponds to what the parties intended or, within the meaning and
purpose of the present agreement, would
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have intended if they had recognised the ineffectiveness of the provision
or regulation gap in question.
(2) Changes of and amendments to the present agreement require for their
effectiveness written form unless notarial authentication is mandatory.
(3) All costs (including the costs of the notary public) incurred in
connection with the signing and performance of this agreement and all
taxes shall be paid by the Buyer. Each of the contracting parties shall
pay its consultancy fees.
Done in Frankfurt on 27 January 1998
-------------------------------------------
for Ms. Irene Koenig, nee Mehl
-------------------------------------------
for Ms. Doris Ballauff, nee Strohlein
-------------------------------------------
for Mr. Michael Emken
-------------------------------------------
for C. Wuppesahl
-------------------------------------------
for C. Wuppesahl Management GmbH
-------------------------------------------
for 68. Verwaltungsgesellschaft Dammtor mbH
-------------------------------------------
for Willis Corroon GmbH
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