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-2.7 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
| EX-2.7 | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 2.7
The following exhibit no. 2.7 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
-1-
Translation
No. 57 of Deed Register for 1998
R e c o r d e d
in
Frankfurt am Main on 22 January1998
Before the undersigned Notary Public
in the district of the Higher Regional Court
Frankfurt am Main
Dr. GUNTER PAUL
-----------------
with office in Frankfurt am Main, Darmstadter Landstrasse 125,
appeared today with the request of notarization
of the
TRANSFER of SHARES
of the general partner GmbH
into the
JASPERS INDUSTRIE ASSEKURANZ GmbH & Co. KG
and amendment of the articles of association of the general partner GmbH
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personally known to the acting notary or identified by valid Federal German
Identity Card:
1. for Frau Doris Ballauff,
the lawyer Dr. Christian von Oertzen,
business address: Darmstadter Landstrasse 125
60598 Frankfurt am Main
with the power of attorney of 22 January 1998 granted to him which was at
hand on notarization and is attached to this record as ANNEX 1.
2. for Herr Michael Emken,
the lawyer Dr. Christian von Oertzen,
business address: Darmstadter Landstrasse 125
60598 Frankfurt am Main
with the power of attorney of 22 January 1998 granted to him which was at
hand on notarization and is attached to this record as ANNEX 2.
3. for Frau Irene Koenig,
the lawyer Dr. Christian von Oertzen,
business address: Darmstadter Landstrasse 125
60598 Frankfurt am Main
with the power of attorney of 22 January 1998 granted to him which was at
hand on notarization and is attached to this record as ANNEX 3.
4. for Deutsche Bank AG
the lawyer Dr. Christian von Oertzen,
business address: Darmstadter Landstrasse 125
60598 Frankfurt am Main
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with the power of attorney of 22 January 1998 granted to him which was at
hand on notarization and is attached to this record as ANNEX 4.
5. for Carl Jaspers Sohn GmbH,
the lawyer Dr. Christian von Oertzen,
business address: Darmstadter Landstrasse 125
60598 Frankfurt am Main
with the power of attorney of 22 January 1998 granted to him which was at
hand on notarization and is attached to this record as ANNEX 5.
6. for Achtundsechzigste Verwaltungsgesellschaft Dammtor mbH
the lawyer Dr. Holger Iversen,
business address: Warburgstrasse 50,
20354 Hamburg
with the power of attorney of 22 January 1998 granted to him which was at
hand on notarization and is attached to this record as ANNEX 6.
7. for Jaspers Industrie Assekuranz GmbH & Co. KG
Gruneburgweg 102
D-60323 Frankfurt am Main
the lawyer Dr. Christian von Oertzen,
business address: Darmstadter Landstrasse 125
60598 Frankfurt am Main
with the power of attorney of 22 January 1998 granted to him which was at
hand on notarization and is attached to this record as ANNEX 7.
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The Appeared declared subject of the registration of Achtundsechzigste
Verwaltungsgesellschaft Dammtor as limited partner in the commercial register of
Jaspers Industrie Assekuranz GmbH & Co. KG:
ss. 1 Shareholdings
The represented Appeared 1. to 6. - hereinafter referred to as "Transferors" -
are the sole shareholders of Industrie Assekuranz Gesellschaft mit beschrankter
Haftung, registered in the commercial register of the Local Court Frankfurt am
Main under HRB 8621.
The Transferors hold the following wholly paid shares:
Frau Irene Koenig 25,100.00 DM
Frau Doris Ballauff 16,300.00 DM
Herr Michael Emken 17,400.00 DM
Deutsche Bank AG 20,000.00 DM
Carl Jaspers Sohn GmbH 1,200.00 DM
68. Verwaltungsgesellschaft
Dammtor mbH 20,000.00 DM
ss. 2 Transfer and Assignment
The Tranferors herewith transfer their shares listed under ss. 1, above, to the
Limited Partnership in the firm Jaspers Industrie Assekuranz GmbH & Co. KG with
seat in Frankfurt am Main - hereinafter referred to as "Transferee" - and
herewith assign the transferred shares, including the right to receive
dividends, to the Transferee with effect from January 01, 1998.
-5-
Transferee accepts the assignment at the conditions set forth in the present
agreement.
Transferors in their capacity as sole shareholders of Industrie Assekuranz
Gesellschaft mit beschrankter Haftung, Frankfurt am Main, herewith consent to
the transfer and assignment of the aforelisted shares.
ss. 3 Representation and Warranties
The Transferors shall be severally liable
a) that the shares are fully paid in,
b) that the assigned shares in each case are their exclusive property
not encumbered by rights of any third parties.
ss. 4 Right to receive dividends
The rights and duties connected with the shares assigned shall transfer to
Transferee with effect from today, in such form as they exist on the date of the
signing of this agreement, especially with all rights to receive dividends, if
any, unless such right to receive dividends belong to the predecessor of 68.
Verwaltungsgesellschaft Dammtor mbH. Thus, the transfer of all rights and duties
to Transferee shall be effected in such manner that Transferors have neither to
perform nor to claim anything from their interests held to this date.
ss. 5 Fiduciary Relationships
With the transfer of the shares of Carl Jaspers Sohn GmbH in the nominal amount
of
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DM 1,200 shall end the fiduciary relationship to the shareholder Doris Ballauff,
thus Carl Jaspers Sohn GmbH transfers its share to the KG in the course of the
winding up of the above mentioned fiduciary relationship on behalf and on
account for Ms. Doris Ballauff.
ss. 6 Costs
The Transferee shall bear the costs of this agreement and its execution.
ss. 7 Miscellaneous
1. Changes of and amendments to the present agreement shall require for their
effectiveness the written form unless notarial authentication is
mandatory.
2. Should a provision of this agreement be ineffective this shall not affect
the effectiveness of the remaining agreement. Instead of the ineffective
provision such legally admissible provision shall be considered as agreed
which as far as possible corresponds to what the parties commercially
intended.
3. All headings in this agreement are made to increase the legibility and
shall be without legal effect on the content and interpretation of this
contract. Declarations which are made in one provision of this agreement
shall also apply to other provisions of this contract.
ss. 8 Instructions
The notary instructed the Appeared that
- the Company will only regard that person as shareholder whose acquisition
was
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notified to the Company; the notary is instructed to notify the Company of
the transfer of shares (Section 16 GmbH-Act);
- condition for the today agreed transfer is that the Transferors are the
legal owners of the transferred shares. The law does not recognise a good
faith acquisition of shares;
- the notary does not give any tax advice. He recommended to consult either
the tax authorities or the tax consultant on the tax consequences of this
deed;
- according to Section 54 EStDV (Forwarding of Documents by Notaries) this
deed or certified copies thereof may only be handed to the parties if a
certified copy was sent to the tax authorities according to Section 20
Abgabenordnung (AO).
The aforewritten record including the annexes was read aloud by the notary to
the Appeared, approved by them and signed by them in their own hand as follows:
----------------------------------------------
for Doris Ballauff
----------------------------------------------
for Michael Emken
----------------------------------------------
for Irene Koenig
----------------------------------------------
for Deutsche Bank AG
----------------------------------------------
for Carl Jaspers Sohn GmbH
----------------------------------------------
for 68. Verwaltungsgesellschaft Dammtor mbH
----------------------------------------------
for Jaspers Industrie Assekuranz GmbH & Co. KG
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----------------------------------------------
Dr. Gunter Paul, notary
Dates Referenced Herein
| Referenced-On Page |
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| This ‘F-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/16/99 | | | | | | | None on these Dates |
| | 1/1/98 | | 5 |
| List all Filings |
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