Filed by Automated Filing Services Inc. (604) 609-0244 - Elephant & Castle Group Inc.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hf15H/pGa5NW0xvpxqiGCZGDPpfWM10GKL4y5/q74QQHATrUYroGe1iZzvetI49C 5OGtllFmaJb2MXvOyRxUtg== 0001062993-05-001975.txt : 20050819 0001062993-05-001975.hdr.sgml : 20050819 20050819153515 ACCESSION NUMBER: 0001062993-05-001975 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050819 DATE AS OF CHANGE: 20050819 GROUP MEMBERS: PETER LAURIE GROUP MEMBERS: RICHARD H. BRYANT FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sexton Roger CENTRAL INDEX KEY: 0001318760 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 604 684 6451 MAIL ADDRESS: STREET 1: SUITE 1200 - 1190 HORNBY STREET CITY: VANCOUVER STATE: A1 ZIP: V6Z 2K5 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELEPHANT & CASTLE GROUP INC CENTRAL INDEX KEY: 0000899849 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 000000000 FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50761 FILM NUMBER: 051038623 BUSINESS ADDRESS: STREET 1: 1200 - 1190 HORNBY ST CITY: VANCOUVER STATE: A1 ZIP: V6Z 2K5 BUSINESS PHONE: 6046846451 MAIL ADDRESS: STREET 1: 1200 - 1190 HORNBY ST CITY: VANCOUVER STATE: A1 ZIP: V6Z 2K5 SC 13D 1 sch13d.htm SCHEDULE 13D Filed by Automated Filing Services Inc. (604) 609-0244 - Elephant & Castle Group Inc. - Schedule 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ELEPHANT & CASTLE GROUP INC.
(Name of Issuer)

Common Shares, No Par Value
(Title of Class of Securities)

286199-20-3
(CUSIP Number)

Roger Sexton
Elephant & Castle Group Inc.
1190 Hornby Street
Vancouver, British Columbia
Canada V6Z 2K5
(604) 684-6451
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 17, 2004
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the
following box ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the
Notes).

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1	NAMES OF REPORTING PERSONS Richard H. Bryant I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Not Applicable
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a )¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS PF,OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 20,677,928(1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 20,677,928(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,677,928 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 91.0%(1)(2)
14	TYPE OF REPORTING PERSON IN

_____________________________________
(1) Messrs. Bryant, Sexton and Laurie (the “Reporting Persons”) have entered into a certain inter-shareholder agreement (the “Inter-Shareholder Agreement”) dated December 17, 2004 by and among the Issuer, the Reporting Persons, GE Investment Private Placement Partners II (“GEIPPP”), and Crown Life

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Insurance Company (“Crown Life”) as described in Sections 5 and 6 herein. The disclosure included above includes the shares beneficially owned by GEIPPP, Crown Life and Messrs. Sexton and Laurie, even though Mr. Bryant disclaims beneficial ownership of such securities. Further, the disclosure above excludes (a) 1,461,597 common shares of the Issuer (the “Common Shares”) which may be received upon the conversion of 487,199 preferred shares, series A of the Issuer (the “Preferred Shares”) held by or that may be purchased by the Reporting Persons and (b) certain restricted warrants to purchase (i) 566,434 Common Shares held by the Reporting Persons, (ii) 295,799 Preferred Shares that are convertible into 887,397 Common Shares held by the Reporting Persons, and (iii) 233,333 Common Shares held by the Reporting Persons. Such securities have been excluded from this disclosure because the conditions that permit the right to convert and/or exercise such securities into Common Shares cannot be satisfied within 60 days of today’s date.

(2) As of July 31, 2005, 5,815,993 Common Shares were issued and outstanding.

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1	NAMES OF REPORTING PERSONS Roger Sexton I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Not Applicable
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a )¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS PF,OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 20,677,928(1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 20,677,928(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,677,928 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 91.0%(1)(2)
14	TYPE OF REPORTING PERSON IN

_____________________________________
(1) The Reporting Persons have entered into the Inter-Shareholder Agreement as described in Sections 5 and 6 herein. The disclosure included above includes the shares beneficially owned by GEIPPP, Crown

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Life and Messrs. Bryant and Laurie, even though Mr. Sexton disclaims beneficial ownership of such securities. Further, the disclosure above excludes (a) 1,461,597 Common Shares which may be received upon the conversion of 487,199 Preferred Shares held by or that may be purchased by the Reporting Persons and (b) certain restricted warrants to purchase (i) 566,434 Common Shares held by the Reporting Persons, (ii) 295,799 Preferred Shares that are convertible into 887,397 Common Shares held by the Reporting Persons, and (iii) 233,333 Common Shares held by the Reporting Persons. Such securities have been excluded from this disclosure because the conditions that permit the right to convert and/or exercise such securities into Common Shares cannot be satisfied within 60 days of today’s date.

(2) As of July 31, 2005, 5,815,993 Common Shares were issued and outstanding.

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1	NAMES OF REPORTING PERSONS Peter Laurie I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Not Applicable
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a )¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS PF,OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 20,677,928(1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 20,677,928(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,677,928 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 91.0%(1)(2)
14	TYPE OF REPORTING PERSON IN

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Life and Messrs. Bryant and Sexton, even though Mr. Laurie disclaims beneficial ownership of such securities. Further, the disclosure above excludes (a) 1,461,597 Common Shares which may be received upon the conversion of 487,199 Preferred Shares held by or that may be purchased by the Reporting Persons and (b) certain restricted warrants to purchase (i) 566,434 Common Shares held by the Reporting Persons, (ii) 295,799 Preferred Shares that are convertible into 887,397 Common Shares held by the Reporting Persons, and (iii) 233,333 Common Shares held by the Reporting Persons. Such securities have been excluded from this disclosure because the conditions that permit the right to convert and/or exercise such securities into Common Shares cannot be satisfied within 60 days of today’s date.

(2) As of July 31, 2005, 5,815,993 Common Shares were issued and outstanding.

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Item 1. Security and Issuer.

This statement relates to Common Shares, no par value, of Elephant & Castle Group Inc., a corporation formed under the laws of the province of British Columbia, Canada (the “Issuer”), whose principal executive offices are located at 1190 Hornby Street, Vancouver, British Columbia V6Z 2K5 Canada.

Item 2. Identity and Background.

(a)	(x)	Richard H. Bryant
	(y)	Roger Sexton
	(z)	Peter Laurie

(b)	1190 Hornby Street, Vancouver, British Columbia V6Z 2K5 Canada

(c)	(x)	President and Chief Executive Officer; Elephant & Castle Group Inc.; Owner and operator of British-style pub restaurants; 1190 Hornby Street, Vancouver, British Columbia V6Z 2K5 Canada.
	(y)	Vice President, Finance and Chief Financial Officer; Elephant & Castle Group Inc.; Owner and operator of British-style pub restaurants; 1190 Hornby Street, Vancouver, British Columbia V6Z 2K5 Canada.
	(z)	Chief Operating Officer; Elephant & Castle Group Inc.; Owner and operator of British-style pub restaurants; 1190 Hornby Street, Vancouver, British Columbia V6Z 2K5 Canada.

	(d)	The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

	(e)	The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, nor, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or maintaining activities subject to, federal or state securities laws or finding any violation with respect to such laws.

	(f)	Canada

Item 3. Source and Amount of Funds or Other Consideration.

	(x)	Pursuant to the terms of a certain investment agreement dated December 17, 2004 by and among the Issuer, the Reporting Persons, GEIPPP and Crown Life (the “Investment Agreement”), Mr. Bryant purchased (i) 39,596 Common Shares and 27,579 Preferred Shares in a private transaction on April 5, 2005, and (ii) 39,596 Common Shares and 27,579 Preferred Shares in a private transaction on June 30, 2005. The information contained in Articles 1, 2 and 3 of Exhibit 1 listed in Item 7 below is hereby incorporated by reference to this Item 3. The aggregate amounts paid by Mr. Bryant from his personal funds for such securities were Cdn$15,000 and Cdn$15,000, respectively.

		In order to purchase the Common Shares that remain subject to the Investment Agreement, Mr. Bryant must pay the purchase price for such securities. The information

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		contained in Articles 2 and 3 of Exhibit 1 listed in Item 7 below is hereby incorporated by reference to this Item 3.

		In order to purchase the Common Shares subject to certain stock options, Mr. Bryant must pay the exercise price for such securities.

	(y)	Pursuant to the terms of the Investment Agreement, Mr. Sexton purchased 59,394 Common Shares and 41,368 Preferred Shares in a private transaction on April 5, 2005. The information contained in Articles 1, 2 and 3 of Exhibit 1 listed in Item 7 below is hereby incorporated by reference to this Item 3. The aggregate amount paid by Mr. Sexton from his personal funds for such securities was Cdn$22,500.

		In order to purchase the Common Shares subject to certain stock options, Mr. Sexton must pay the exercise price for such securities.

	(z)	Pursuant to the terms of the Investment Agreement, Mr. Laurie purchased (i) 16,498 Common Shares and 11,491 Preferred Shares in a private transaction on April 5, 2005, and (ii) 16,498 Common Shares and 11,491 Preferred Shares in a private transaction on June 30, 2005. The information contained in Articles 1, 2 and 3 of Exhibit 1 listed in Item 7 below is hereby incorporated by reference to this Item 3. The aggregate amounts paid by Mr. Laurie from his personal funds for such securities were Cdn$6,250 and Cdn$6,250, respectively.

		In order to purchase the Common Shares that remain subject to the Investment Agreement, Mr. Laurie must pay the purchase price for such securities. The information contained in Articles 2 and 3 of Exhibit 1 listed in Item 7 below is hereby incorporated by reference to this Item 3.

		In order to purchase the Common Shares subject to certain stock options, Mr. Laurie must pay the exercise price for such securities.

Item 4. Purpose of Transaction.

	(x)	Pursuant to the terms of the Investment Agreement, Mr. Bryant purchased 39,596 Common Shares and 27,579 Preferred Shares in private transactions on each of April 5, 2005 and June 30, 2005. The information contained in Articles 1, 2, 3 and 7 of Exhibit 1 listed in Item 7 below is hereby incorporated by reference to this Item 4. Mr. Bryant purchased these securities for investment purposes.

		Certain of the Common Shares beneficially owned by Mr. Bryant may be purchased by him pursuant to the terms of the Investment Agreement. Certain Preferred Shares and Common Shares and Preferred Shares subject to certain restricted warrants held by Mr. Bryant that have been excluded from the Reporting Persons’ beneficial ownership disclosure may also be acquired by Mr. Bryant pursuant to the terms of the Investment Agreement. The information contained in Exhibit 1 in Item 7 below is hereby incorporated by reference to this Item 4.

		Certain of the Common Shares beneficially owned by Mr. Bryant are subject to stock options that were granted to Mr. Bryant by the Issuer as a result of his position with the Issuer.

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	(y)	Pursuant to the terms of the Investment Agreement, Mr. Sexton purchased 59,394 Common Shares and 41,368 Preferred Shares in a private transaction on April 5, 2005. The information contained in Articles 1, 2, 3 and 7 of Exhibit 1 listed in Item 7 below is hereby incorporated by reference to this Item 4. Mr. Sexton purchased these securities for investment purposes.

		Certain Preferred Shares and Common Shares and Preferred Shares subject to certain restricted warrants held by Mr. Sexton that have been excluded from the Reporting Persons’ beneficial ownership disclosure may be acquired by Mr. Sexton pursuant to the terms of the Investment Agreement. The information contained in Exhibit 1 in Item 7 below is hereby incorporated by reference to this Item 4.

		Certain of the Common Shares beneficially owned by Mr. Sexton are subject to stock options that were granted to Mr. Sexton by the Issuer as a result of his position with the Issuer.

	(z)	Pursuant to the terms of the Investment Agreement, Mr. Laurie purchased 16,498 Common Shares and 11,491 Preferred Shares in a private transaction on each of April 5, 2005 and June 30, 2005. The information contained in Articles 1, 2, 3 and 7 of Exhibit 1 listed in Item 7 below is hereby incorporated by reference to this Item 4. Mr. Laurie purchased these securities for investment purposes.

		Certain of the Common Shares beneficially owned by Mr. Laurie may be purchased by him pursuant to the terms of the Investment Agreement. Certain Preferred Shares and Common Shares and Preferred Shares subject to certain restricted warrants held by Mr. Laurie that have been excluded from the Reporting Persons’ beneficial ownership disclosure may also be acquired by Mr. Laurie pursuant to the terms of the Investment Agreement. The information contained in Exhibit 1 in Item 7 below is hereby incorporated by reference to this Item 4.

		Certain of the Common Shares beneficially owned by Mr. Laurie are subject to stock options that were granted to Mr. Laurie by the Issuer as a result of his position with the Issuer.

Item 5. Interest in Securities of the Issuer.

	(a)	Mr. Bryant is the beneficial owner of 495,720 Common Shares, or 8.2% of the Common Shares outstanding as of July 31, 2005, which includes (i) 50,000 Common Shares issuable pursuant to stock options granted under the Issuer’s stock option plan that are exercisable within 60 days of July 31, 2005, (ii) 158,385 Common Shares issuable pursuant to the terms of the Investment Agreement. The stock options to purchase 50,000 Common Shares held by Mr. Bryant were granted in 1997 and 1998, and are fully vested. These stock options have exercise prices ranging from $10 to $16, and expire in 2006 and 2007.

		Mr. Sexton is the beneficial owner of 121,596 Common Shares, or 2.1% of the Common Shares outstanding as of July 31, 2005, which includes 16,666 Common Shares issuable pursuant to stock options granted under the Issuer’s stock option plan that are exercisable within 60 days of July 31, 2005. The stock options to purchase 16,666 Common Shares held Mr. Sexton were granted in 2001. These stock options have an exercise price of $1

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		and vest over a three-year period from 2003 to 2005. In total, Mr. Sexton holds options to purchase 25,000 Common Shares. All of these stock options expire in 2008.

		Mr. Laurie is the beneficial owner of 241,550 Common Shares, or 4.1% of the Common Shares outstanding as of July 31, 2005, which includes (i) 66,666 Common Shares issuable pursuant to stock options granted under the Issuer’s stock option plan that are exercisable within 60 days of July 31, 2005, (ii) 65,995 Common Shares issuable pursuant to the terms of the Investment Agreement. The stock options to purchase 66,666 Common Shares held Mr. Laurie were granted in 2001. These stock options have an exercise price of $1 and vest over a three-year period from 2003 to 2005. In total, Mr. Laurie holds options to purchase 100,000 Common Shares. All of these stock options expire in 2008.

		If all of Common Shares beneficially owned by the Reporting Persons were aggregated with the Common Shares held by GEIPPP and Crown Life (collectively, the “Group”), the Group would beneficially own 20,677,928 Common Shares, or 91.0% of the Common Shares outstanding as of July 31, 2005, which includes (i) 133,332 Common Shares issuable pursuant to stock options granted under the Issuer’s stock option plan that are exercisable within 60 days of July 31, 2005 held by the Reporting Persons, (ii) 224,380 Common Shares issuable pursuant to the terms of the Investment Agreement held by the Reporting Persons, (iii) 10,961,916 Common Shares that may be received upon the conversion of 3,653,972 Preferred Shares held by GEIPPP, (iv) 1,750,000 Common Shares subject to certain restricted warrants held by GEIPPP, (v) 1,499,301 Common Shares subject to certain restricted warrants held by Crown Life, and (vi) 782,995 Preferred Shares subject to certain restricted warrants that are convertible into 2,348,985 Common Shares held by Crown Life.

	(b)	Except as described in Item 6 below and to the best knowledge of each Reporting Person, no person other than the applicable Reporting Person has the power to vote or to direct the vote of or to dispose or direct the disposition of the securities of the Issuer held by such Reporting Person. Each Reporting Person disclaims any voting or dispositive power over the securities beneficially owned by GEIPPP, Crown Life and the other Reporting Persons.

	(c)	Except as described in Item 3 above, the Reporting Persons did not effect any transactions in the Common Shares during the sixty (60) days preceding the date of this Schedule 13D.

	(d)	Not applicable.

	(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Pursuant to the Inter-Shareholder Agreement, each of GEIPPP, Crown Life and the Reporting Persons agreed to vote their Common Shares in favor of (i) two nominees of GEIPPP to the Issuer’s board of directors (the “Board”) provided that GEIPPP holds at least 20% of the Common Shares (on a fully diluted basis) or one nominee if GEIPPP holds less than 20% but more than 10% of the Common Shares (on a fully diluted basis); (ii) one nominee of Crown Life

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to the Board provided that Crown Life holds at least 10% of the shares of the Issuer (on an undiluted basis but assuming Crown Life has exercised all of its warrants); and (iii) Mr. Bryant or his nominee to the Board provided that Mr. Bryant continues to be the President and Chief Executive Officer of the Issuer. Each Reporting Person expressly disclaims that they are members of a “group,” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with GEIPPP, Crown Life and the other Reporting Persons.

The Inter-Shareholder Agreement restricts the ability of members of the Group to transfer their shares in the Issuer. If GEIPPP intends to sell any shares of the Issuer to a third-party in a private transaction, the Reporting Persons and Crown Life may have the right to participate in such sale. If GEIPPP receives an offer from a third-party to purchase all of its shares of the Issuer, Crown Life and the Reporting Persons may also be required to sell their shares to the third-party purchaser. If any party to the Inter-Shareholder Agreement seeks to sell its shares other than on the open market or when there is an unsolicited offer to buy such shares, such party is obligated to deliver to the other parties an invitation to make a first offer for such party’s shares. In addition, the Issuer agrees to give the parties to the Inter-Shareholder Agreement a pre-emptive right on any issuance of Common Shares. The information contained in Article 4 of Exhibit 2 in Item 7 is hereby incorporated by reference to this Item 6.

Mr. Bryant may acquire 50,000 Common Shares issuable pursuant to stock options granted under the Issuer’s stock option plan that will vest within 60 days of July 31, 2005. Mr. Bryant may acquire 158,385 Common Shares and certain Preferred Shares and Common Shares and Preferred Shares subject to certain restricted warrants held by Mr. Bryant pursuant to the terms of the Investment Agreement. The information contained in Exhibit 1 in Item 7 is hereby incorporated by reference to this Item 6.

Mr. Sexton may acquire 16,666 Common Shares issuable pursuant to stock options granted under the Issuer’s stock option plan that will vest within 60 days of July 31, 2005. Mr. Sexton may acquire certain Preferred Shares and Common Shares and Preferred Shares subject to certain restricted warrants held by Mr. Sexton pursuant to the terms of the Investment Agreement. The information contained in Exhibit 1 in Item 7 is hereby incorporated by reference to this Item 6.

Mr. Laurie may acquire 66,666 Common Shares issuable pursuant to stock options granted under the Issuer’s stock option plan that will vest within 60 days of July 31, 2005. Mr. Laurie may acquire 65,995 Common Shares and certain Preferred Shares and Common Shares and Preferred Shares subject to certain restricted warrants held by Mr. Laurie pursuant to the terms of the Investment Agreement. The information contained in Exhibit 1 in Item 7 is hereby incorporated by reference to this Item 6.

Except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Issuer, including any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Issuer, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

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Item 7. Material to be Filed as Exhibits.

	1.	Investment Agreement

	2.	Inter-Shareholder Agreement

	3.	Agreement of Joint Filing dated August 17, 2005 among the Reporting Persons

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: August 17, 2005

/s/ Richard H. Bryant
Richard H. Bryant

/s/ Roger Sexton
Roger Sexton

/s/ Peter Laurie
Peter Laurie

EX-1 2 exhibit1.htm INVESTMENT AGREEMENT Filed by Automated Filing Services Inc. (604) 609-0244 - Elephant & Castle Group, Inc. - Exhibit 1

FINAL 12-14-04

INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT is dated for reference December 17, 2004

AMONG:	Elephant & Castle Group, Inc.

	a company incorporated under the laws of the Province of British Columbia, and having an address at:

		1190 Hornby Street
		12^thFloor
		Vancouver, BC
		V6Z 2K5

		Facsimile No. 604-684-8595

		(The “Company”); and

	General Electric Investment Private Placement Partners II, a limited partnership formed under the laws of the State of Delaware (“GEIPPP II) and having an address at:

		3003 Summer Street
		P.O. Box 7900
		Stamford, CT 06904-7900

		Facsimile No. 203-326-4073

	Crown Life Insurance Company, a company organized under the federal laws of Canada and having an address at:

		Suite 1900 - 1874 Scarth Street
		Regina, Saskatchewan
		S4P 4B3

		Facsimile No. 306-546-8010

		(“CLIC”)

	Rick Bryant, Peter Laurie and Roger Sexton, each of whom is an officer and key employee of the Company fully familiar with the business and affairs of the Company (the “Purchasers”).

WHEREAS:

1.	The Company is in the business of owning and operating British pub-style restaurants (the “Business”);

2.	The Purchasers are willing to make an investment in the Company;

3.	GEIPPP II is the principal creditor, and single largest shareholder of the Company;

4.	CLIC has agreed to make certain loans to and investments in the Company; and

5.	It is a condition of CLIC’s Investment that the Purchasers be given an opportunity to make an investment in the Company, and the Purchasers are willing to make an investment in the Securities of the Company, on the terms and subject to the conditions hereof.

NOW THEREFORE, the parties hereby agree as follows:

ARTICLE 1 – SECURITIES

1.1	The Company hereby grants to the Purchasers the right to purchase, upon and subject to the terms and conditions herein provided, certain Common Stock and Preferred Stock of the Company (the “Securities”) in the amounts set forth on Schedule A hereto for the aggregate consideration set forth in Article 2 of this Agreement, and the Purchasers jointly and severally agree to purchase such Securities in the amounts, and for the purchase price so provided hereunder. Neither the grant made hereby nor the opportunity herein stated shall be deemed to be an “option” in favor of the Purchasers. Except as otherwise expressly provided herein, the Purchasers obligation to make the investment in the Securities shall be absolute and unconditional.

1.2	The Securities shall be, when issued, validly issued and non-assessable, and subject only to the restrictions set forth herein, and in such collateral agreements expressly referenced hereinafter.

ARTICLE 2 – PURCHASE PRICE

2.1	The Purchase Price for the Securities shall be an aggregate of CDN Two Hundred and Sixty Five Thousand(CDN$265,000) Dollars. All dollar amounts herein refer to Canadian dollars (“CDN”) whether or not so stated.

2.2	The obligations herein stated shall otherwise be joint and several. Notwithstanding the foregoing, in the absence of any other provision to the contrary, the maximum liability of each of the Purchasers shall be:

		Rick Bryant – Sixty percent (60%) of the Purchase Price payable at each installment period.

Peter Laurie – Twenty five percent (25%) of the Purchase Price payable at each installment period.

Roger Sexton – Fifteen Percent (15%) of the Purchase Price payable at each installment period.

2.3

Each of the Purchasers, will receive Securities representing each such Purchasers proportionate interest in the Securities upon payment in full for each such installment of the Securities.

ARTICLE 3 – TERMS OF PAYMENT

3.1	The Purchase Price shall be payable in installments as follows: $115,000 shall be paid upon execution of this Agreement, then $150,000 shall be paid in six (6) equal quarterly annual installments of Twenty Five Thousand ($25,000) Dollars each, which shall be due commencing on March 31, 2005, and each three months thereafter.

3.2	Upon the execution of this Agreement, the Purchasers shall pay to the Company in the aggregate CDN One Hundred Fifteen Thousand (CDN $115,000) Dollars in exchange for which the Purchasers shall receive that amount of the Securities which bears the same ratio to the full amount of the Securities purchasable hereunder as CDN One Hundred Fifteen Thousand (CDN $115,000) Dollars bears to the total Purchase Price.

3.3	The Purchasers shall have no rights in respect of the Securities, until payment is made as to such Securities. Securities paid for shall be fully owned. Securities subject to a future installment are “not owned” and the Purchasers shall have no shareholder rights in respect thereof.

ARTICLE 4 – THE WARRANT

4.1	In consideration of their purchase of the Securities identified on Schedule A hereto, the Company shall, and does hereby grant to the Purchasers a non-assignable conditional Warrant, in form provided by the Company, exercisable by them or by any of them, to purchase of the Additional Securities identified on Schedule B hereto at the same per Share price set forth with respect to the Securities being purchased hereunder and identified under Schedule A, and shall have a separate Warrant to purchase up to ____ Common Shares at $667 per Share.

4.2	The total purchase price for the Schedule B Securities shall be, and is hereby, fixed at One Hundred and Thirty Two Thousand Five Hundred ($132,500) Dollars.

4.3	The Warrant may be exercised by the Purchasers together, or as they may otherwise agree in writing inter se, no sooner than thirty (30) days after the happening of a “Qualifying Event”, and no later than ninety (90) days after any such event, each as set forth in Section 4.4 hereof.

4.4	The following shall constitute a Qualifying Event permitting exercise of the Warrants (i) a “Change of Control” of the Company, or (ii) January 3, 2010, whichever is earlier. Notwithstanding anything else contained herein, the Warrant may not be exercised solely by virtue of the happening of January 3, 2010 unless prior to that date all the Senior Notes indebtedness due to GEIPPP II shall have been paid in full to GEIPPP II.

4.5	For purposes of this Investment Agreement, a “Change of Control” of the Company shall mean:

	(a)	the sale of fifty (50%) percent or more of the Voting Securities of the Company otherwise than to the Purchaser’s (or any group in which he is a member) to CLIC, or any affiliate thereof, or to any parent, subsidiary or other entity controlled by or controlling GEIPPP II.;

	(b)	the relocation of the Company’s Executive Offices from British Columbia, Canada; or

	(c)	The sale of all, or substantially all, of the Company’s United States based restaurants.

except that with respect to (b)and (c) above, such event shall not constitute a Change of Control if unanimously approved by the Board of Directors, including a representative of the Purchasers, prior to implementation.

ARTICLE 5 - TERM

5.1	Term and Termination – This Agreement shall continue in force and effect so long as any of the Purchasers remain associated with the Company, and for so long as any of the Securities purchased hereunder are held by the Purchasers or any of them.

5.2	So long as this Agreement is in full force and effect, the Purchasers shall be entitled to request one of them be elected as a director of the Company. Unless the Purchasers otherwise request, Rick Bryant shall continue as a director of the Company.

ARTICLE 6 – TERMINATION OF PURCHASE RIGHTS

6.1	Each of the Purchasers proportionate Purchase Rights and obligations shall terminate only in the event of death of such Purchaser, or termination of his association with the Company.

6.2	In the event of death or termination of association with the Company by any individual Purchaser, the Purchaser’s right to purchase any further Shares subject to purchase by such Purchaser hereunder shall immediately cease, and be of no further force and effect, and neither that Person, nor that Person’s estate or personal representative shall have any further option or obligation to make any payment with respect to any unpurchased Securities remaining hereunder.

6.3	In the event of the death or termination of association of any Purchaser with the Company, the remaining Purchaser shall have the right to purchase, in accordance with a separate agreement to be executed by and among them, the balance of the Securities thereafter purchasable by such deceased or disassociated Purchaser, by making a written election to that effect to the Company and on notice to GEIPPP II and CLIC.

6.4	For purposes of this Agreement, a Purchaser shall be deemed to be disassociated with the Company when he is no longer an officer, director, employee, consultant, advisor, or five percent (5%) shareholder of the Company.

ARTICLE 7 – INVESTMENT INTENT

7.1	The Purchasers jointly and severally represent and agree that they are aware that the purchase of the Securities is a high risk investment, and they agree that they are acquiring the Securities for the purpose of investment, and not with a view to, or for resale, or in connection with any distribution thereof.

7.2	The Purchasers further represent and warrant that they are intimately familiar with the financial statements and books and records of the Company, and that they are making this investment based upon such business information, and that neither they, nor any of them, have been coerced or required to make the investment provided for herein.

7.3	The certificates representing the Securities to be purchased hereunder shall bear a restrictive legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS STOCK CERTIFICATE ARE RESTRICTED AGAINST RETRANSFER. NO SALE, TRANSFER OR HYPOTHECATION MAY BE MADE OF THE SHARES WITHOUT PRIOR REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR AN OPINION OF COUNSEL FOR THE ISSUER THAT REGISTRATION UNDER THE ACT MAY BE OMITTED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CERTAIN PURCHASERS INVESTMENT AGREEMENT DATED DECEMBER __, 2004. ANY PERSON ACQUIRING THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL ACQUIRE NO RIGHTS WITH RESPECT THERETO EXCEPT AS EXPRESSLY PERMITTED BY THIS AGREEMENT, AND CERTAIN INTERSHAREHOLDER AGREEMENT DATED DECEMBER __, 2004.

7.4	Appropriate stop transfer instructions with respect to the Securities may also be placed with the Company’s transfer agent.

7.5	The Securities being acquired hereunder may not be sold, transferred, or otherwise disposed of, and shall not be pledged or otherwise hypothecated by the owner, except as expressly permitted by the Intershareholder Agreement dated as of the __ day of December, 2004.

ARTICLE 8 – GENERAL

8.1	Time of the Essence – Time shall be of the essence of this Agreement.

8.2	Further Acts, Things – Each of the parties to this Agreement shall at the request of any other party, and at the expense of the Company, execute and deliver any further documents and do all acts and things as that party may reasonably require in order to carry out the true intent and meaning of this Agreement.

8.3	Assignment – This Agreement shall enure to the benefit of and be binding upon the parties hereto, their permitted assigns and their personal representatives, administrators, heirs and successors. None of the Purchasers may assign their purchase rights hereunder, and any such attempted assignment, including by operation of law, shall be void and unenforceable.

8.4	No Waiver – Failure by any party hereto to insist in any instance upon the strict performance of any one of the covenants contained herein shall not be construed as a waiver or relinquishment of such covenant. No waiver by any party hereto of any such covenant shall be deemed to have been made unless expressed in writing and signed by the waiving party.

8.5	Severability – The unlawfulness or invalidity or unenforceability of any provision, including any article, section or subsection, in this Agreement or of any covenant herein contained on the part of any party shall not affect the validity or enforceability of any other provision, covenant, article, section or subsection hereof or herein contained.

8.6	Amendment – No term or provision hereof may be amended or added except by an instrument in writing signed by all of the parties to this Agreement.

8.7	Governing Law – This Agreement shall be governed by the laws of the Province of British Columbia.

8.8	Consents – GEIPPP II and CLIC are parties to this Agreement solely to reflect their consent to the Purchasers arrangements with the Company. Neither GEIPPP II nor CLIC shall have any liability or responsibility for the obligations of the Company.

8.9	Currency - All amounts stated herein are stated in Canadian Dollars.

IN WITNESS WHEREOF the parties have executed this agreement as of the date first written above.

		ELEPHANT & CASTLE GROUP INC.



		By:



		PURCHASERS:



	Witness	RICHARD BRYANT



	Witness	PETER LAURIE



	Witness	ROGER SEXTON


CONSENTED TO:


GENERAL ELECTRIC INVESTMENT
PRIVATE PLACEMENT PARTNERS II,
A LIMITED PARTNERSHIP

GE ASSET MANAGEMENT INCORPORATED,
ITS GENERAL PARTNER



By:


CROWN LIFE INSURANCE COMPANY


By:



By:

SCHEDULE A

PURCHASE SECURITIES

Purchase Shares

(i) Seven Hundred and Forty Nine Thousand Five Hundred and One (749,501) Common Shares; plus (ii) Four Hundred Ninety Nine Thousand One Hundred Seventy Five (499,175) Two ($2.00) Dollar unit of Preferred Stock convertible at the rate of one (1) Share of Preferred Stock for three (3) Shares of Common Stock yielding, if converted, a maximum of One Million Four Hundred Ninety Seven Thousand Five Hundred and Twenty Four (1,497,524) Common Shares.

It is the intention of the parties hereunder that based upon the current capitalization of the Company, the securities, subject to this Schedule, amount to ten percent (10%) of the total capital stock of the Company.

SCHEDULE B

WARRANT SECURITIES

Purchase Shares

(i) Three Hundred and Seventy Four Thousand Seven Hundred and Fifty (374,750)Common Shares; plus (ii) Two Hundred and Forty Nine Thousand Five Hundred and Eighty Seven(249,587) Two ($2.00) Dollar unit of Preferred Stock convertible at the rate of one (1) Share of Preferred Stock for three (3) Shares of Common Stock yielding, if converted, a maximum of Seven Hundred and Forty Eight Thousand Seven Hundred and Sixty Two(748,762) Common Shares.

It is the intention of the parties hereunder that based upon the current capitalization of the Company, the Warrant Securities, subject to this Schedule B, amount to five percent (5%) of the total capital stock of the Company.

EX-2 3 exhibit2.htm INTER-SHAREHOLDER AGREEMENT Filed by Automated Filing Services Inc. (604) 609-0244 - Elephant & Castle Group Inc. - Exhibit 2

INTER-SHAREHOLDER AGREEMENT

Dated as of November _____ , 2004

between

GENERAL ELECTRIC INVESTMENT PRIVATE PLACEMENT PARTNERS II

- and -

CROWN LIFE INSURANCE COMPANY

- and -

RICHARD BRYANT

- and -

PETER LAURIE

- and -

ROGER SEXTON

TABLE OF CONTENTS

ARTICLE 1:		Interpretation	2
	1.1	Definitions	2
	1.2	Privity	3
	1.3	Currency	4
	1.4	Accounting Terms	4
ARTICLE 2:		Shareholders	4
	2.1	No Status Created	4
	2.2	Representations and Warranties	4
ARTICLE 3:		Governance of the Company	4
	3.1	Nomination to Board of Directors	4
	3.2	Vacancies on the Board of Directors	5
	3.3	Consultation Rights/Information	5
ARTICLE 4:		Disposition of Shares	5
	4.1	Agreements with Transferees	5
	4.2	Sale of Shares to Third Parties	6
	4.3	Tag-Along Rights	6
	4.4	Drag-Along Rights	7
	4.5	Right of First Offer	7
	4.6	Permitted Transfers	8
ARTICLE 5:		General	8
	5.1	Notice	8
	5.2	Severability	9
	5.3	Assignment	9
	5.4	Termination	9
	5.5	Compliance with Agreement	10
	5.6	Choice of Governing Law and Construction	10
	5.7	Forum Selection and Service of Process	10
	5.8	Headings of Subdivisions	10
	5.9	Severability	10
	5.10	Entire Agreement	10
	5.11	Facsimile/Counterpart Execution	11
	5.12	English Language	11

INTER-SHAREHOLDER AGREEMENT

THIS AGREEMENT is made as of the _____ day of November, 2004

BY AND BETWEEN:

GENERAL ELECTRIC INVESTMENT PRIVATE PLACEMENT PARTNERS II, a limited partnership formed under the laws of u (“GEIPPP II”)

- and -

CROWN LIFE INSURANCE COMPANY, a company incorporated under the federal laws of Canada (“Crown Life”)

- and -

RICHARD BRYANT, of the City of West Vancouver, Province of British Columbia (“Bryant”)

- and -

PETER LAURIE, of u the City of , Province of British Columbia (“Laurie”)

- and -

ROGER SEXTON, of the City of u , Province of British Columbia (“Sexton", and together with Bryant and Laurie, "Management”)

RECITALS

WHEREAS GEIPPP II is the majority shareholder of Elephant & Castle Group Inc. (the "Company"), holding approximately 62% of the outstanding common shares of the Company, and certain Preferred Shares of the Company;

AND WHEREAS Crown Life has provided certain financing to a subsidiary of the Company and in connection therewith will acquire 15% of the Common Shares and Preferred Shares of the Company;

AND WHEREAS Management has agreed to invest in the Company and will acquire 15% of the Common Shares and Preferred Shares of the Company;

AND WHEREAS the Parties have agreed to enter into this Agreement to record their agreement with respect to governance of the Company and certain economic rights as between the Parties;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and conditions hereinafter contained and for other good and valuable consideration (the receipt and sufficiency whereof being hereby mutually acknowledged by the Parties), each of the Parties hereto covenants and agrees with the others as follows:

AGREEMENT

ARTICLE 1: INTERPRETATION

1.1 Definitions

In this Agreement the following terms shall have the following meanings:

	(a)	“Act” means the Business Corporations Act of British Columbia, as amended or re-enacted from time to time, and any term defined in the Act and not otherwise defined herein is used in this Agreement with the same meaning.

	(b)	“Affiliate” has the meaning given to that term in the Act.

	(c)	“Agreement” includes this agreement, any agreement which is supplementary to or in amendment or confirmation of this agreement, any Participation Agreement and any schedules hereto or thereto, respectively.

	(d)	“Article”, “Section” and “Paragraph” mean and refer to any article, section or paragraph of this Agreement.

	(e)	“Board” means the board of directors of the Company.

	(f)	“Business Day” means any day other than a Saturday, Sunday or such other day on which banks in Vancouver, British Columbia are authorized or required to be closed for business.

	(g)	“Common Shares” means the common shares in the capital of the Company issued in connection with the transactions contemplated by the Loan Documents, including any Common Shares issued upon conversion of the Preferred Shares issued in connection with the transactions contemplated by the Loan Documents.

	(h)	“Control” and “Controlled by” has the meaning given to it in the Act.

	(i)	“Fiscal Year” means each fiscal year of the Company, being the 12-month period commencing on January 1 in each year.

	(j)	“Loan Documents” means the Senior Credit Agreement between Crown Life and the Company dated the date hereof and all related agreements.

	(k)	“Participation Agreement” means an agreement which has the effect of making a Person bound by all or substantially all of the obligations, and subject to all the

		restrictions, of or to which a party to this Agreement, as then constituted, is or would be bound.

	(l)	“Parties” means, collectively, Crown Life, GEIPPP II and Management, and, to the extent applicable, their respective successors and permitted assigns, and “Party” means any one of such Parties.

	(m)	“Person” shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, entity, party or foreign or local government (whether federal, provincial, county, city, municipal or otherwise), including, without limitation, any instrumentality, division, agency, body or department thereof.

	(n)	“Preferred Shares” means the Preferred Shares in the capital of the Company issued in connection with the transaction contemplated by the Loan Documents.

	(o)	“Securities” includes Shares and debt securities issued by the Company or its Subsidiaries to the Parties.

	(p)	“Shareholders” means, at the particular time, all holders of Shares.

	(q)	“Shares” means the Common Shares and Preferred Shares, as well as any shares into which shares of the Company then or now authorized may be converted, reclassified, redesignated, subdivided, consolidated or otherwise changed.

	(r)	“Subsidiary” has the meaning given to it in the Act.

	(s)	“Tag-Along Right” has the meaning given to it in Section 4.3(a).

	(t)	“Transfer” includes any arrangement by which legal title or beneficial ownership passes from one Person to another, or to the same Person in a different capacity, whether or not for value, and for greater certainty includes a mortgage, pledge or charge or Shares or a change in the Control of a Shareholder.

	(u)	“Vote” means a vote pursuant to a right to vote carried by any shares of the Company which, under normal circumstances, carries the right to vote at all times or under circumstances which have occurred and are continuing.

1.2 Privity

This Agreement shall be binding upon all Persons executing these presents and on all Persons to whom any of the Parties transfer Shares, except as otherwise provided in Section 4.1 hereof. Any agreement to be bound hereby and any other agreement between the Parties with respect to the Company or its Shares may be effectively delivered by one Party to each of the others by delivery of any executed counterpart to the Company.

1.3 Currency

Reference herein to money or to currency means lawful money of Canada and all money due or to be paid hereunder and any applicable interest thereon shall be paid in lawful money of Canada.

1.4 Accounting Terms

Unless otherwise defined or specified herein, all defined terms in Section 1.1 as used in this Agreement shall have the meanings set out in such paragraph, and all accounting terms used in this Agreement shall be construed in accordance with Canadian generally accepted accounting principles.

ARTICLE 2: SHAREHOLDERS

2.1 No Status Created

Nothing contained in this Agreement shall be deemed in any way or for any purpose to constitute any shareholder a partner or agent or legal representative of any other shareholder in the conduct of any business or otherwise or a member of a joint venture of joint enterprise with any other shareholder or to create any fiduciary relationship between or among any of them.

2.2 Representations and Warranties

Each Party hereby represents and warrants to each other Party that such Party:

	(a)	holds all of the Shares now registered in the name of such Party as principal and for investment only, and not with a view to the distribution thereof and not in trust in any manner whatsoever for or on behalf of any other Person or Persons;

	(b)	except as disclosed herein, is neither a party to nor bound by an agreement regarding the ownership of the said Shares, other than this Agreement and, to the extent applicable, the Loan Documents; and

	(c)	is not a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, charter or by-law provision, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by, or under which any default would occur as a result of, the execution and delivery by it of this Agreement or the performance by it of any of the terms hereof.

ARTICLE 3: GOVERNANCE OF THE COMPANY

3.1 Nomination to Board of Directors

GEIPPP II agrees that, at each general meeting of the Company at which Directors are elected, it shall vote its Common Shares in favour of the election of one nominee of Crown Life to the

Board, provided that Crown Life holds at least 10% of the Shares of the Company at the date of such general meeting.

3.2 Vacancies on the Board of Directors

In the case of a vacancy on the Board arising from the death, disqualification, inability to act, resignation or removal of the director nominated by Crown Life, GEIPPP II will cause its nominees on the Board to vote in favour of a replacement nominee of Crown Life to fill such vacancy for the remainder of the original nominee's term on the Board, provided that Crown Life holds at least 10% of the Shares of the Company at the date of such vote.

3.3 Consultation Rights/Information

Following repayment by the Company in full of all indebtedness owed to both of GEIPPP II and Crown Life and until such time as Crown Life shall have been offered an opportunity to exercise Tag-Along Rights, and provided that GEIPPP II continues to hold a majority of the Common Shares of the Company, GEIPPP II agrees:

(a)	to consult in advance with Crown Life prior to casting any Vote that would result in the Company entering into or amending any contract, loan or other advance to, guarantee of, investment in, acquisition of or merger with any business of any Person that is not arm’s length to the Company; and

(b)	to inform Crown Life prior to casting any Vote that would result in the Company undertaking any of the following:

	(i)	to undertake any material change in the business of the Company;

	(ii)	to issue any additional debt or grant security over the asset of the Company in excess of $0.5 million per annum;

	(iii)	to undertake any act pertaining to the bankruptcy, dissolution or cessation of the Company’s operations; and

	(iv)	to change the Company’s auditors.

For greater certainty, such consultation and information may take the form of discussions by the Board during meetings for which due notice shall have been given in accordance with the Articles of the Company.

ARTICLE 4: DISPOSITION OF SHARES

4.1 Agreements with Transferees

Notwithstanding anything else herein contained, every Transfer of any Shares held by a Party shall be subject to the condition that the proposed transferee, if not already bound by this Agreement, shall first enter into a Participation Agreement with the other Parties hereto, except

that a Participation Agreement shall not be required in respect of any transaction in which GEIPPP II has offered the other Parties Tag-Along Rights in accordance with Section 4.3 hereof.

4.2 Sale of Shares to Third Parties

Subject to the provisions of this Article 4, the Parties shall be entitled to sell or transfer their Shares or any other Securities to third parties at any time.

4.3 Tag-Along Rights

After giving effect to Section 4.5, if applicable, in any transaction other than an open market transaction where a Party (the "Offeror") proposes to sell any of its Shares in the Company (the "Subject Shares") to a third party (the “Offeree”) and subject to Section 4.5, then:

	(a)	the Offeror shall offer to each other Party holding Shares of such class the right (the "Tag-Along Right") to participate in the sale in proportion to the number of Subject Shares of such class owned by the Offeror relative to the total number of Shares of such class then owned by the Offeror as at the time that the offer to participate was made and on the same terms and conditions applicable to the sale of the Subject Shares, assuming the transaction is completed by the Offeror; provided, however, that this Section 4.3 shall not apply to any Transfer by the Offeror in connection with which the Offeror elects to exercise its right to compel a sale pursuant to Section 4.4; and

	(b)	the Offeror will give each other Party not less than five business days’ written notice (“Notice”) of the proposed sale and will specify in the Notice the identity of the Offeree, the number of Shares offered for sale, and the price and other terms of sale. Each other Party will have five business days from receipt of a Notice to exercise the right contained in paragraph (a) above by giving written notice to the Offeror specifying the number of Shares in respect of which it proposes to exercise its applicable right (the "Exercise Notice"). Each Party that does not timely deliver a timely Exercise Notice will be deemed to have waived all rights under this Section 4.3 with respect to the proposed Transfer. Delivery of the Exercise Notice by a Party will constitute an irrevocable commitment by such Party to sell in the proposed Transfer the Shares specified in such Exercise Notice, on the terms set forth in the Notice; provided, however, that if the principal terms of the proposed Transfer change with the result that the per share price shall be less than the share price set forth in the Notice or the other principal terms shall be materially less favourable to the Offeror than those set forth in the Notice, each participating Party shall be permitted to withdraw the commitment contained in its Exercise Notice and shall be released from its obligations thereunder; and

	(c)	the failure of any Party (other than the Offeror) to perform its obligations under this Section 4.3 in respect of any Transfer contemplated by a Notice shall result in the termination of such Party’s rights under this Section 4.3 in respect of such Transfer.

4.4 Drag-Along Rights

If:

	(a)	GEIPPP II has received a bona fide offer from a Person, or Persons acting in concert, (a “Purchaser”), in any case at arm's length to GEIPPP II, to purchase all of the Shares owned by it; and

	(b)	the Purchaser offers to purchase the remaining Shares held by the other Parties (the “Specified Securities”) at the same price per Shares and on other equivalent terms and conditions as those agreed to by GEIPPP II, all of which terms and conditions are set out in writing and promptly delivered to the other Parties (the “Drag Along Offer”);

then the other Parties shall be required to sell their Specified Securities to the Purchaser in accordance with the terms and conditions of the Drag Along Offer. If any of the other Parties (the “Delinquent Holders”) fail to sell their Specified Securities to the Purchaser in accordance with the terms and conditions of the Drag Along Offer, the Purchaser shall have the right to deposit the applicable purchase price for those Specified Securities of the Delinquent Holders in a special account at any financial institution in Canada, to be paid proportionately with interest, to the respective Delinquent Holders upon presentation and surrender to such financial institution of the certificates or documents representing such holders’ Specified Securities duly endorsed for transfer to the Purchaser. Upon such deposit being made, the Specified Securities in respect of which the deposit was made shall hereby automatically (without any further action of any kind on the part of the Delinquent Holders or the Purchaser) be transferred to and purchased by the Purchaser and shall be transferred on the books of the Corporation to the Purchaser and the rights of the Delinquent Holders in respect of those Specified Securities after such deposit shall hereby be limited to receiving, with interest, their respective portion of the total amount so deposited against presentation and surrender of the certificates or documents representing their respective Specified Securities duly endorsed for transfer to the Purchaser.

4.5 Right of First Offer

In any transaction other than an open market transaction where Crown Life or GEIPPP II, as the case may be (the "Seller"), wishes to sell any or all of their respective Shares (the "Offered Shares") (except where such proposed sale is a result of an unsolicited bid to purchase all of the Seller's Shares, in which case this Section 4.5 shall not apply), then:

	(a)	the Seller will first deliver to Crown Life or GEIPPP II, as the case may be (the "Other Party"), an invitation (the "Invitation") to make an offer in writing (the "Offer to Purchase") the Offered Shares;

	(b)	the Other Party may make, within 10 business days of delivery of the Invitation, an Offer to Purchase which shall specify the price and the terms upon which the Other Party shall purchase the Offered Shares. The Offer to Purchase will state that the offer contained therein is irrevocable;

	(c)	if the Other Party fails to make an Offer to Purchase within the time period specified in paragraph (b) above, then this paragraph 4.5 shall no longer apply and the Seller shall be free to sell any or all of the Offered Shares thereafter, subject to the Tag-Along Rights;

	(d)	If the Other Party makes an Offer to Purchase within the time period specified in paragraph (b) above, then the Seller shall have 90 days to sell the Offered Shares to a third party provided that such sale shall be carried out on the terms that are the same or that are no less favourable from a reasonable vendor’s perspective than the terms set forth in the Offer to Purchase;

	(e)	If the Seller does not complete a sale pursuant to paragraph (d) above, then the Seller shall sell its shares to the Other Party on the terms set forth in the Offer to Purchase.

4.6 Permitted Transfers

Sections 4.3, 4.4 and 4.5 do not apply to the following Transfers of Shares:

	(a)	Transfer to a Controlled Company – A Party shall be entitled at all times and from time to time to Transfer all or any part of his, her or its Shares to a Person which is under the Control of the Party; and

	(b)	Transfer on Death – A Party that is a natural person shall be entitled to transfer his or her Shares by testamentary instrument upon the death of such Party.

ARTICLE 5: GENERAL

5.1 Notice

All written notices and other written communications with respect to this Agreement or any of the Other Agreements shall be sent by ordinary or registered mail, by facsimile or delivered in person to the recipient as follows:

To GEIPPP II:

                    c/o GE Asset Management Incorporated
                     3003 Summer Street
                     P O Box 7900
                     Stamford, CT 06904-7900 USA

Attention: Mr. David Wiederecht
Facsimile: <*>

To Crown Life:

                    c/o Crown Capital Partners Inc.
                     1900 – 1874 Scarth Street
                     Regina, SK S4P 4B3

Attention: Mr. Christopher A. Johnson
Facsimile: 306 546 8010

To Management:

                    c/o Elephant & Castle Group Inc.
                     Suite 1200, 1190 Hornby Street
                     Vancouver, BC V6Z 2K5

Attention: Messrs. Bryant, Laurie and Sexton
Facsimile: 604 684 2089

or to such other address or facsimile number or individual as may be designated by notice given by any Party to the others. The notice or other communication so sent shall be deemed to be received on the day of personal delivery or facsimile, or if mailed, three days following the date of such mailing.

5.2 Severability

If any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or remaining provisions of this Agreement.

5.3 Assignment

This Agreement is not assignable by any Party except in accordance with its terms upon a Transfer of Shares and shall bind and benefit the respective Parties hereto and their successors and permitted assigns.

5.4 Termination

This Agreement will terminate effective upon the earliest of the following dates:

	(a)	the date upon which all of the Parties agree upon; and

	(b)	the dissolution, winding upon or liquidation of the Company,

provided however that any termination shall not affect any of the obligations of the Parties arising prior to such termination and shall not relieve the Party or Parties responsible for performance of such obligations, and the same shall continue to be enforceable by the Party or Parties benefiting therefrom.

5.5 Compliance with Agreement

Each Party hereto agrees to vote and act as a shareholder of the Company to fulfil the provisions of this Agreement and in all other respects, to comply with, and to use all reasonable efforts to cause the Company to comply with this Agreement, and to the extent, if any, which may be permitted by law, shall cause its respective nominees as directors of the Company to act in accordance with this Agreement.

5.6 Choice of Governing Law and Construction

Except as expressly set forth therein, this Agreement (unless expressly stated otherwise in the Other Agreements) shall be governed and controlled by the laws of the Province of British Columbia and the laws of Canada applicable therein as to interpretation, enforcement, validity, construction, effect, and in all other respects.

5.7 Forum Selection and Service of Process

The Parties agree that all actions or proceedings in any way, manner or respect, arising out of or from or related to this Agreement may be litigated in courts having situs within the Province of British Columbia. The Parties hereby consent and submit to the non-exclusive jurisdiction of any provincial or federal courts located within said jurisdiction. Each Party hereby waives any right it may have to transfer or change the venue of any litigation brought it by any other Party in accordance with this paragraph.

5.8 Headings of Subdivisions

The headings of subdivisions in this Agreement are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this Agreement.

5.9 Severability

5.10 Entire Agreement

This Agreement embodies the entire agreement and understanding between the parties hereto and thereto and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof and may not be contradicted by evidence of prior or contemporaneous agreements of the parties. There are no unwritten oral agreements between the parties related to the subject matter of this Agreement.

5.11 Facsimile/Counterpart Execution

This Agreement may be executed and delivered by facsimile and in counterpart, and all such facsimile or counterpart so executed and delivered shall be deemed to constitute one, originally executed original.

5.12 English Language

At the request of the parties, this Agreement has been negotiated in the English language and will be or have been executed in the English language. Les soussigné ont expressément demandé que ce document et tous les documents annexes soient rédigés en langue anglaise.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

		GENERAL ELECTRIC INVESTMENT
		PRIVATE PLACEMENT PARTNERS II, A
		LIMITED PARTNERSHIP


		By: GE Asset Management Incorporated, its General Partner

		Per:


		CROWN LIFE INSURANCE COMPANY


		Per:


		Per:


Witness		RICHARD BRYANT


Witness		PETER LAURIE


Witness		ROGER SEXTON

EX-3 4 exhibit3.htm AGREEMENT OF JOINT FILING DATED AUGUST 17, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Elephant & Castle Group Inc. - Exhibit 3

AGREEMENT OF JOINT FILING
ELEPHANT & CASTLE GROUP INC.
COMMON SHARES

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of each of them of a Statement on Schedule 13D, and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an exhibit to such filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 17, 2005.

/s/ Richard H. Bryant
Richard H. Bryant

/s/ Roger Sexton
Roger Sexton

/s/ Peter Laurie
Peter Laurie

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