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-2.6 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
| EX-2.6 | 1st Page of 12 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 2.6
The following exhibit no. 2.6 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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Unofficial Translation
No. 67 of Deed Register for 1998
R e c o r d e d
in
Frankfurt am Main on 27 January1998
Before the undersigned Notary Public
in the district of the Higher Regional Court
Frankfurt am Main
Dr. Gunter Paul
with office in Darmstadter Landstrasse 125, Frankfurt am Main,
appeared today with the request of notarization
of the
PURCHASE AND TRANSFER AGREEMENT
concerning shares in
Industrie-Assekuranz GmbH and
Jaspers Industrie Assekuranz GmbH & Co. KG
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personally known to the acting notary public:
1. for Alexander & Alexander International Inc., Maryland
- hereinafter referred to as "Seller" -
Ms. Johanna Geertruida Maria (Carin) Verhagen,
Marconistraat 16
3029 AK Rotterdam
Netherlands
with power of attorney, dated 20 January 1998, the original was at hand on
notarization and a certified copy of which is attached to this record as ANNEX
1;
2. for Achtundsechzigste Verwaltungsgesellschaft Dammtor mbH
Warburgstrasse 50
20354 Hamburg
- hereinafter referred to as "Purchaser" -
the lawyer Christoph von Teichman
business address: Warburgstrasse 50
20354 Hamburg
with power of attorney, dated 20 January 1998, the original was at hand on
notarization and a certified copy of which is attached to this record as ANNEX
2.
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3. for Willis Corroon Group plc
Ten Trinity Square
London EC3P 3AX
England
the lawyer Christoph von Teichman
business address: Warburgstrasse 50
20354 Hamburg
with power of attorney, dated 20 January 1998, the original was at hand on
notarization and a certified copy of which is attached to this record as ANNEX
3.
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The Appeared declared:
I.
Object of Purchase
(1) Seller holds a share of nominally DM 20,000.00 in Industrie-Assekuranz
Gesellschaft mit beschrankter Haftung with seat in Frankfurt am Main and a
share capital in the total amount of DM 100,000.00.
(2) Seller holds further a limited partnership share in the amount of DM
1,000,000.00 in the firm Jaspers Industrie Assekuranz GmbH & Co. KG with
seat in Frankfurt am Main and a limited liability capital in the total
amount of DM 5,000,000.00.
II.
Sale and Transfer
(1) Seller herewith sells and transfers
a) its aforementioned share in the nominal value of DM 20,000.00
(fig.I, para. 1), as well as
b) its aforementioned limited partnership share of DM 1,000,000.00
(fig. I, para. 2),
to Purchaser.
(2) Sale and transfer shall be effected with all rights and duties and in
particular with
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the right to receive dividends. However, the profit of the limited
partnership Jaspers Industrie Assekuranz GmbH & Co. KG for the business
year 1997 as well as the right to receive dividends for the business year
1997 of Industrie Assekuranz GmbH shall be due to Seller.
(3) Sale and Transfer shall commercially become effective as of December
31,1997/January 01, 1998 (key date). Transfer of the shares (GmbH-Shares
and KG-Shares) shall become effective in rem with the full payment of the
purchase price in the account according to fig. III para (2), however not
before Purchaser is registered as limited partner of Jaspers Industrie
Assekuranz GmbH & Co. KG in the commercial register.
(4) Assignment shall be in the form of singular succession. Seller receives no
benefits of the limited partnership in connection with the assignment of
its limited partnership share and its withdrawal from the partnership.
(5) Purchaser herewith accepts the transfer of the GmbH-Share and of the
KG-Share at the aforewritten conditions (paras 1 to 4).
III.
Purchase Price
(1) Purchaser pays to Seller for the GmbH-Share and KG-Share sold a purchase
price in the total amount of
DM 20,000,000.00
(in words: twentymillion Deutschmark).
plus interest in the amount of 4% for the period beginning 1 January 1998
until signing of this agreement.
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(2) The purchase price plus interest is due on signing of the present
agreement and was to be paid before this agreement was signed on the
account of AON Deutschland GmbH, Hamburg, account no. 03066.05.00 with the
Deutsche Bank AG, Hamburg, sort code 200 700 00.
IV.
Guarantee/Indemnification
(1) Seller guarantees that the original capital contribution on the sold
GmbH-Share as well as the limited partnership capital contribution on the
KG-Share have been fully paid in and that no contributions were paid back.
(2) Moreover, Seller guarantees that it can dispose unrestrictedly about the
sold GmbH-Share and the sold KG-Share, and that both shares are not
encumbered with the rights of third parties.
(3) Above and beyond that any further guarantees on the part of Seller for
material defects or deficencies in title of the Shares sold are excluded.
(4) Purchaser holds Seller free and harmless of all claims from the companies
and third parties arising out of action after the key-date raised after
Seller's withdrawal.
V.
Approvals
(1) The approvals of the companies pursuant to ss. 17.2 of the articles of
association of the Industrie-Assekuranz Gesellschaft mit beschrankter
Haftung and of the
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articles of association of Jaspers Industrie Assekuranz GmbH & Co. KG are
available and are attached to this record as ANNEXES 4 and 5.
(2) All shareholders have waived their rights of preemption and of first
refusal. The waivers have been attached to this record as ANNEX 6.
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VI.
Special Agreement for the distribution of profit, tax indemnification
(1) The shareholders of Jaspers Industrie Assekuranz GmbH & Co. KG have
resolved a special resolution on the distribution of profit for the
business year 1997. The resolution is attached to this record as ANNEX 7.
Purchaser declares to assist in the execution of the aforesaid resolution.
(2) Purchaser indemnifies Seller of all possible German additional taxes
following from the participation of Sellers as shareholders of
Industrie-Assekuranz Gesellschaft mit beschrankter Haftung and Jaspers
Industrie Assekuranz GmbH & Co. KG and which concern the time period after
1 January 1998. German tax advantages shall be charged against any tax
disadvantages.
VII.
Guarantee
Willis Corroon plc. hereby guarantees the full perfomance of all liabilities
under this contract of 68. Verwaltungsgesellschaft Dammtor mbH.
VIII.
Instructions
The notary public now instructed the Appeared that
- with the exclusion of guarantee in fig. IV., para. (1) to (4) Purchaser in
case of a guarantee claim is not entitled to the ordinary legal rights;
- in relation to Industrie-Assekuranz Gesellschaft mit beschrankter Haftung
only
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such entity is considered as new shareholder whose acquisition has been
notified to the company evidencing the transfer;
- precondition for today's agreed transfer is that Seller is the lawful
owner of the shares transferred. The law does not provide for a bona fide
acquisition;
- the notary public does not provide fiscal information. He recommended to
obtain information from a tax office or tax consultant as to the
implications of today's record;
- pursuant to ss. 54 German Income Tax Regulation (EStDV) (forwarding
documents by notaries public), among other things, original, executed or
certified copy of the original may be handed over to the parties only when
a certified copy has been dispatched to the tax office designated in ss.20
of the German Tax Code.
IX.
Miscellaneous
(1) Should a provision of this agreement be or become ineffective then this
shall not affect the effectiveness of the remaining agreement; 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 have intended had they recognized
the ineffectiveness of the provision or regulation gap in question.
(2) Changes of and amendments to the present agreement require for their
effectivness written form unless notarial authentication is mandatory.
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(3) All costs, (including costs of the notary public), incurred in connection
with the signing and performance of the present agreement and all taxes
shall be borne by Purchaser. Each of the contracting parties shall pay its
consultancy fees.
(4) The agreement shall be subject to German law. Venue shall be Frankfurt am
Main, as far as is admissible.
(5) The notary is instructed to notify the company immediately of the transfer
of shares (Section 16 GmbH-Act).
The aforewritten record was read aloud by the notary public to the Appeared,
approved by them and signed by them in their own hand as follows:
-------------------------------------------
for Alexander & Alexander Int. Inc.
-------------------------------------------
for 68. Verwaltungsgesellschaft Dammtor mbH
-------------------------------------------
for Willis Corroon Group plc.
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------------------------
Notary Public
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 | | 6 |
| List all Filings |
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