EX-10.5 8 y58686ex10-5.txt INVESTMENT AGREEMENT Exhibit 10.5 OUR REF GECS/CAN.22.5/TMCA DATE February 2001 -------------------------------------------------------------------------------- Investment agreement between Inveresk Research Group Limited Walter Nimmo and others and Candover Investments PLC and others The rights attaching to the shares and loan stock to which this investment agreement relates are subject to the terms of an inter-creditor agreement to be entered into by, inter alia, the Company (as defined herein) and Bear Stearns Corporate Lending Inc. as agent and security trustee. --------------------------------------------------------------------------------
Contents Page -------- ---- 1. Interpretation 1 2. Conditions precedent 4 3. Completion and subsequent matters 4 4. Fees and expenses 5 5. Notices 6 6. Counterparts 6 7. Applicable law 6
Schedules Schedule 1 The Existing Manager Schedule 2 The Investors Schedule 3 Pre-Completion Shareholdings Schedule 4 Post-Completion Shareholdings Schedule 5 Conditions precedent Agreed form of Documents 1. Accountants' Report 2. Articles 3. CCRW Due Diligence Report 4. Environmental Report 5. Facility Agreement 6. Insurance Report 7. Merger Agreement 8. New Loan Stock Instrument 9. Market Report 10. Pensions Report 11. Stockholders Agreement 12. Resolutions (clause 1.2) THIS AGREEMENT IS MADE ON between (1) INVERESK RESEARCH GROUP LIMITED (registered number 198206) having its registered office at Elphinstone Research Centre, Tranent, Edinburgh EH33 2NE (the "Company"); (2) THE PERSONS whose names and addresses are set out in Schedule 1 (together the "Existing Managers" and each an "Existing Manager"); and (3) THE PERSONS whose names and addresses are set out in Schedule 2 (together the "Investors" and each an "Investor") WHEREAS (A) The Existing Managers and the Investors are the holders of the entire issued share capital of the Company, their current shareholdings being set out in Schedule 3. (B) The Further Investors have agreed to invest in the Company for the purposes of and subject to the terms and conditions of this Agreement. (C) The shareholdings in the Company following the investments contemplated by this Agreement are set out in Schedule 4. IT IS HEREBY AGREED as follows: 1. Interpretation 1.1 Unless the context otherwise requires, the following expressions used in this Agreement shall have the meanings set out below: "Accountants' Report" means the report prepared by Arthur Andersen relating to the Target Group and the documents annexed to such report all in the Agreed Terms; "Agreed Terms" means in the form, or substantially in the form, initialled for purposes of identification by or on behalf of the parties or, in the case of any document not so initialled, in the form executed by the parties thereto prior to or contemporaneously with Completion; "A Ordinary Shares" means cumulative convertible participating A ordinary shares of (pound)1 each in the capital of the Company having the rights, and being subject to the restrictions, set out in the Articles; "Articles" means the new articles of association of the Company in the Agreed Terms; "Bank" means Bear Stearns Corporate Lending Inc. as agent for and on behalf of the Finance Parties (as such term is defined in the Facility Agreement); "B Ordinary Shares" means convertible B ordinary shares of (pound)1 each in the capital of the Company having the rights and being subject to the restrictions set out in the Articles; 2 "Business Day" means a day (excluding Saturdays) on banks are generally open in London for the transaction of normal banking business; "CCRW" means Clifford Chance Rogers & Wells; "CCRW Due Diligence Report" means a report in Agreed Terms by CCRW addressed to, inter alia, the Company and the Investors' Agent concerning legal due diligence they have conducted in relation to the Target Group; "Closing" means satisfaction of the Minimum Condition (as such term is defined in the Merger Agreement) under the Tender Offer as provided for in the Merger Agreement; "Completion" means the occurrence of the events set out in Clause 3.1; "Completion Date" means the date on which Closing occurs or such later date as may be agreed in writing by the parties hereto; "Environmental Report" means the report in the Agreed Terms prepared by Marsh UK Limited in relation to certain environmental matters affecting the Target Group addressed to, inter alia, the Company and the Investors' Agent; "Facility Agreement" means the facility agreement of even date with this Agreement between, inter alia, the Bank and the Company in the Agreed Terms; "Further Investors" means the Investors other than RBS Mezzanine Limited; "Insurance Report" means the report in the Agreed Terms prepared by Marsh UK Limited addressed to, inter alia, the Company and the Investors' Agent; "Investors' Agent" means Candover Partners Limited, 20 Old Bailey, London EC4M 7LN in its capacity as agent for the Further Investors; "Loan Stock Instrument" means the loan stock instrument dated 4 September 1999 as amended by the New Loan Stock Instrument; "Market Report" means the report in the Agreed Terms prepared by Technomark Consulting Services in relation to the business of the Target Group; "Merger Agreement" means the agreement and plan of merger in the Agreed Terms made between Inveresk Research (Canada) Inc, Indigo Acquisition Corp. and the Target in the Agreed Terms in terms of which Indigo Acquisition Corp. shall launch a tender offer for all of the outstanding stock of the Target and if such tender offer is successful, in terms of which the merger of Indigo Acquisition Corp. and the Target shall be effected; "Merger Documents" means the Merger Agreement, the Stockholders Agreement and all other documents executed in connection with either of those documents; 3 "New Loan Stock" means the (pound)44,734,481 loan stock of the Company constituted or to be constituted by the Loan Stock Instrument; "New Loan Stock Instrument" means the supplemental loan stock instrument supplementing and varying the loan stock instrument dated 4 September 1999 in the Agreed Terms; "Ordinary Shares" means ordinary shares of (pound)1 each in the capital of the Company having the rights, and being subject to the restrictions, set out in the Articles; "Pensions Report" means the report in the Agreed Terms prepared by William M Mercer Inc and William M Mercer Limited addressed to, inter alia, the Company and the Investors' Agent; "Reports" means the Accountants' Report, the CCRW Due Diligence Report, the Environmental Report, the Insurance Report, the Market Report and the Pensions Report and "Report" means any of them; "Stockholders Agreement" means the stockholders agreement (as such term is defined in the Merger Agreement) in the Agreed Terms; "Subscription Shares" means the shares in the capital of the Company to be subscribed for by the Further Investors as provided by this Agreement; "Target Group" means the Target and its subsidiaries; "Target" means Clintrials Research Inc., a Delaware corporation; "Target Stock" means the Company Common Stock (as such term is defined in the Merger Agreement); and "Tender Offer" means the Offer (as such term is defined in the Merger Agreement). 1.2 Unless the context otherwise requires, where words and expressions used in this Agreement are defined in the Companies Act 1985 (the "Act") such words and expressions shall have the meanings attached to them respectively by the Act. 1.3 References in this Agreement to any statute or statutory provision shall be deemed to include references to any statute or statutory provision which amends, extends, consolidates or replaces the same (other than any such statute or statutory provision with retrospective effect to the extent that it is retrospective) and except to the extent that any amendments or modification enacted after the date of this Agreement would extend or increase the liability of any party to any other party under this Agreement and, save as aforesaid, to any order, regulation, instrument or other subordinate legislation made thereunder. 1.4 Reference to "Recitals", "Clauses" and "Schedules" and to sub-divisions thereof are to recitals and clauses of and the schedules to this Agreement and sub-divisions thereof. The Schedules shall form part of this Agreement. 4 1.5 The headings in this Agreement are for convenience only and shall not affect its construction or interpretation. 1.6 Unless the context otherwise requires: 1.6.1 words denoting the singular shall include the plural and vice versa; 1.6.2 words denoting a gender shall include all genders; and 1.6.3 references to persons shall include natural persons, bodies corporate, unincorporated associations, partnerships, joint ventures, trusts or other entities or organisations of any kind, including (without limitation) government entities (or political subdivisions or agencies or instrumentalities thereof). 2. Conditions precedent 2.1 Completion is conditional upon the satisfaction or fulfilment (or waiver in writing or deemed waiver by the Investors' Agent) of the conditions set out in Schedule 5 on or prior to the Completion Date and the same continuing to be fulfilled or satisfied at Completion. 2.2 The Company shall use its reasonable endeavours to procure that the conditions precedent set out in Schedule 5 are satisfied on or before the Completion Date. The Company shall give notice promptly to the Further Investors upon all such conditions precedent having become satisfied or waived. 2.3 If the conditions set out in Schedule 5 are not satisfied on or before the Completion Date, the Investors' Agent shall be entitled forthwith by notice in writing to the Company to terminate this Agreement, whereupon none of the parties hereto shall be under any liability whatsoever to any other and the Further Investors shall not be bound to subscribe for any share of the Company pursuant to this Agreement or otherwise. 2.4 The Investors' Agent may waive in writing (at its sole and absolute discretion and whether on further terms and/or conditions or not as it thinks fit) any or all of the conditions set out in Schedule 5 if they have not been fully satisfied in accordance with Clause 2.1 and, unless otherwise agreed, will be deemed to have so waived all of such conditions upon the Further Investors making payment of the subscription monies due on the Subscription Shares. 3. Completion and subsequent matters 3.1 Completion shall take place at 3 Glenfinlas Street, Edinburgh or such other place as the parties shall agree on the Completion Date when the Further Investors shall each subscribe (or provide that their respective nominees subscribe) in cash for the number of A Ordinary Shares and nominal amount of New Loan Stock and for the consideration set out opposite their respective names in Schedule 2, each such subscription to be by way of telegraphic transfer to such account or in such manner as the Further Investors shall have been notified in writing by or on behalf of the Company prior to the Completion Date; and, subject to the Further Investors complying with these provisions, the Company shall allot and issue the A Ordinary Shares and New Loan Stock to the Further Investors (or their respective nominees) and shall enter the names of the allottees in the register of members (or Loan 5 Stock holders as appropriate) of the Company and shall issue and deliver to the Further Investors share and Loan Stock certificates duly executed by the Company for the shares and New Loan Stock subscribed by them (or their respective nominees). 3.2 The proceeds of the subscription shall be used by the Company for the purpose of paying part of the consideration due under the Tender Offer and/or Merger Agreement and paying the costs and expenses in connection with the acquisition of the Target Stock. 3.3 As soon as practicable following Completion the Company shall procure that each of the Facility Agreement and the Merger Agreement is completed to the extent not already completed. 3.4 The Investors hereby consent to the grant as soon as practicable following Completion of the following exit based options over Ordinary Shares:- 3.4.1 to Walter Nimmo an option over 1,606 Ordinary Shares; 3.4.2 to Alastair McEwan an option over 2,460 Ordinary Shares; 3.4.3 to Nick Thornton an option over 5,460 Ordinary Shares; and 3.4.4 to Brian Bathgate an option over 1,282 Ordinary Shares; provided that each option shall be in a form approved by the Investors' Agent, acting reasonably. 3.5 Each of the parties hereby consents to the transactions contemplated by this Agreement (including, without limitation, the allotment and issue to the Further Investors of the Subscription Shares). Each of the parties shall execute all such other documents and do all such other acts and things, or procure the execution of such other documents or the performance of all such other acts and things, as shall be reasonably required in order to perfect the transactions intended to be effected under or pursuant to this Agreement. 4. Undertakings The Company undertakes to the Investors that both before and after Completion: 4.1 there will be no amendment, modification or variation of the terms or conditions of the Merger Documents nor any waiver or consent granted thereunder without the prior written consent of the Investors' Agent; 4.2 the Merger Agreement shall not be terminated after the Tender Offer has closed; and 4.3 the Tender Offer will not be withdrawn after the Tender Offer has closed. 6 5. Transfers of A Ordinary Shares Subject only to Completion taking place, RBS Mezzanine Limited agrees and undertakes that it will gift up to 10,375 A Ordinary Shares to one or more of the Further Investors as the Investors' Agent shall direct and further agrees and undertakes to execute and deliver to the Investors' Agent stock transfer forms to implement such transfers promptly on demand. 6. Fees and expenses The Company shall pay the Investors' Agent an arrangement fee equal to (pound)420,000 (plus any VAT). Such fee shall be payable on the date of this Agreement. All legal and accountancy fees (plus any expenses and VAT) of the Further Investors in relation to this Agreement shall be for the account of the Company and shall be payable on the date of this Agreement or otherwise on demand. 7. Notices 7.1 Any notices or other document to be served under this Agreement may be delivered or sent by facsimile to the party to be served at its address appearing in this Agreement or at such other address as it may have notified to the other parties in accordance with this Clause and shall (where the party to be served is not an individual) be marked for the attention of the individual specified in this Agreement or such other individual as the relevant party may have notified to the other parties in accordance with this Clause. 7.2 Any notice or document shall be deemed to have been served: 7.2.1 if delivered, at the time of delivery; or 7.2.2 if sent by facsimile, the time of despatch. 7.3 In proving service of a notice or document it shall be sufficient to prove that delivery was made or that the facsimile message was properly addressed and despatched as the case may be. 8. Counterparts This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. 9. Applicable law This Agreement shall be governed by and construed in accordance with English law and all the parties hereto irrevocably submit to the non-exclusive jurisdiction of the High Court in London as regards any claim, dispute or matter arising out of or relating to this Agreement or any of the documents to be executed pursuant to it. AS WITNESS WHEREOF this Agreement has been executed on the date first above written. 7 Schedule 1 The Existing Managers
Name Address ---- ------- (1) Walter Nimmo (2) Ian Sword (3) Stewart Leslie (4) Dr Brian Bathgate (5) Mr Alastair McEwan (6) Dr Norma Kellet (7) Ms Doreen Davidson (8) Mr Brian Cameron (9) Dr Malcolm Macnaughton (10) Dr Steve Freestone (11) Mr Alan Johnston (12) Dr Duncan Lawrence (13) Mr Rick Greenough
8 Schedule 2 The Investors
(1) (2) (3) (4) Name & Address Number of New A Nominal Value of New Consideration -------------- Ordinary Shares Loan Stock ------------- --------------- ---------- (pound) (pound) Candover Investments PLC 27,966 5,262,880 5,290,846 20 Old Bailey London EC4M 7LN Candover (Trustees) Limited 3,107 Nil 3,107 20 Old Bailey London EC4M 7LN Candover 1997 UK No 1 Limited 90,984 15,409,712 15,500,696 Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 UK No 2 Limited 28,340 4,799,747 4,828,087 Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 US No 1 Limited 75,541 12,794,062 12,869,603 Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 US No 2 Limited 25,419 4,305,036 4,330,455 Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 US No 3 Limited 12,771 2,163,044 2,175,815 Partnership), 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited RBS Mezzanine Limited, 42 St Nil Nil Nil Andrew Square, Edinburgh EH2 2YE John Urquhart 1,391 Nil 15,000 Total 265,519 44,734,481 45,013,609 ======= ========== ==========
9 Schedule 3 Pre-Completion Shareholdings
(1) (2) (3) Name & Address Number and class of Shares Nominal value of loan stock -------------- -------------------------- --------------------------- Dr Walter Nimmo 31,797 Ordinary Shares Nil Dr Norma Kellet 3,000 Ordinary Shares Nil Mr Stewart Leslie 8,672 Ordinary Shares Nil Dr Brian Bathgate 3,000 Ordinary Shares Nil Ms Doreen Davidson 3,000 Ordinary Shares Nil Mr Alastair McEwan 3,000 Ordinary Shares Nil Mr Brian Cameron 3,000 Ordinary Shares Nil Dr Malcolm Macnaughton 3,000 Ordinary Shares Nil Dr Steve Freestone 3,000 Ordinary Shares Nil Mr Alan Johnston 3,000 Ordinary Shares Nil Dr Duncan Lawrence 3,000 Ordinary Shares Nil Dr Ian Sword 14,453 Ordinary Shares Nil Mr Rick Greenough 3,000 Ordinary Shares Nil
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(1) (2) (3) Name & Address Number and class of Shares Nominal value of loan stock -------------- -------------------------- --------------------------- Candover Investments PLC 46,895 A Ordinary Shares (pound)3,065,201 20 Old Bailey London EC4M 7LN Candover (Trustees) Limited 5,210 A Ordinary Shares Nil 20 Old Bailey London EC4M 7LN Candover 1997 UK No 1 Limited 152,564 A Ordinary Shares (pound)8,974,911 Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 UK No 2 Limited 47,521 A Ordinary Shares (pound)2,795,464 Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 US No 1 Limited 126,667 A Ordinary Shares (pound)7,451,506 Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 US No 2 Limited 42,622 A Ordinary Shares (pound)2,507,335 Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 US No 3 Limited 21,415 A Ordinary Shares (pound)1,259,798 Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited RBS Mezzanine Limited, 42 St 16,715 A Ordinary Shares (pound)983,285 Andrew Square, Edinburgh EH2 2YE John Urquhart 2,891 A Ordinary Shares Nil
11 Schedule 4 Post-Completion Shareholdings
(1) (2) (3) Name & Address Number and class of Shares Nominal value of loan stock -------------- -------------------------- --------------------------- Dr Walter Nimmo 31,797 Ordinary Shares Nil Dr Norma Kellet 3,000 Ordinary Shares Nil Mr Stewart Leslie 8,672 Ordinary Shares Nil Dr Brian Bathgate 3,000 Ordinary Shares Nil Ms Doreen Davidson 3,000 Ordinary Shares Nil Mr Alastair McEwan 3,000 Ordinary Shares Nil Mr Brian Cameron 3,000 Ordinary Shares Nil Dr Malcolm Macnaughton 3,000 Ordinary Shares Nil Dr Steve Freestone 3,000 Ordinary Shares Nil Mr Alan Johnston 3,000 Ordinary Shares Nil Dr Duncan Lawrence 3,000 Ordinary Shares Nil Dr Ian Sword 14,453 Ordinary Shares Nil Mr Rick Greenough 3,000 Ordinary Shares Nil
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(1) (2) (3) Name & Address Number and class of Shares Nominal value of loan stock -------------- -------------------------- --------------------------- Candover Investments PLC 74,861 A Ordinary Shares 8,328,081 20 Old Bailey London EC4M 7LN Candover (Trustees) Limited 8,317 A Ordinary Shares Nil 20 Old Bailey London EC4M 7LN Candover 1997 UK No 1 Limited 243,548 A Ordinary Shares (pound)24,384,623 Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 UK No 2 Limited 75,861 A Ordinary Shares (pound)7,595,211 Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 US No 1 Limited 202,208 A Ordinary Shares (pound)20,245,568 Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 US No 2 Limited 68,041 A Ordinary Shares (pound)6,812,371 Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 US No 3 Limited 34,186 A Ordinary Shares (pound)3,422,842 Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited RBS Mezzanine Limited, 42 St 16,715 A Ordinary Shares (pound)983,285 Andrew Square, Edinburgh EH2 2YE John Urquhart 4,282 A Ordinary Shares Nil
13 Schedule 5 Conditions precedent 1. The Investors' Agent having received all of the following: 1.1 a certified true copy of the Merger Documents (and of all agreements, indemnities, deeds and documents to be executed and/or delivered in terms thereof) all as duly executed; and 1.2 evidence that there have been duly passed resolutions of the Company in the Agreed Terms, inter alia, creating and authorising the allotment of the Subscription Shares, adopting the Articles as the articles of association of the Company and adopting the New Loan Stock Instrument. 2. The Minimum Condition (as such term is defined in the Merger Agreement) having been satisfied in terms of the Merger Agreement. 3. The Company having confirmed (acting reasonably, in good faith and after consultation with the Investors' Agent) to the Investors' Agent that all conditions set out in Annex A of the Merger Agreement have been satisfied or (with the consent of the Investors' Agent) waived. 4. The Company having confirmed (acting reasonably, in good faith and after consultation with the Investors' Agent) to the Investors' Agent that no event has occurred which has had a material adverse effect on the financial condition of the Company and its subsidiaries taken as a whole. 5. The Facility Agreement having become unconditional in all respects except insofar as it is conditional upon this Agreement having become unconditional and there having been no waiver, modification or variation of its terms or conditions nor any waiver or consent granted thereunder in any case without the prior written consent of the Investors' Agent. 14 Signed as a deed for and on behalf of ) Inveresk Research Group Limited ) /s/ Walter Nimmo __________________ by Walter Nimmo, Director ) Director and Stewart Leslie, Director ) /s/ Stewart Leslie __________________ Director Signed as a deed by Walter Nimmo ) /s/ Walter Nimmo __________________ in the presence of this witness: ) Walter Nimmo Witness /s/ Ewan Gilchrist Full Name Ewan Caldwell Gilchrist Address 11 Walker Street Edinburgh Solicitor Signed as a deed by Ian Sword ) /s/ Walter Nimmo __________________ by Walter Nimmo, his attorney ) Attorney in the presence of this witness: ) Witness /s/ Ewan Gilchrist Full Name Ewan Caldwell Gilchrist Address 11 Walker Street Edinburgh Solicitor Signed as a deed by Stewart Leslie ) /s/ Stewart Leslie __________________ in the presence of this witness: ) Stewart Leslie Witness /s/ Ewan Gilchrist Full Name Ewan Caldwell Gilchrist Address 11 Walker Street Edinburgh Solicitor 15 Signed as a deed by Brian Bathgate ) /s/ Walter Nimmo by Walter Nimmo, his attorney ) ____________________________ in the presence of this witness: ) Attorney Witness /s/ Ewan Gilchrist __________________________________ Full Name Ewan Caldwell Gilchrist Address 11 Walker Street Edinburgh Solicitor Signed as a deed by Alastair McEwan ) /s/ Walter Nimmo by Walter Nimmo, his attorney ) ____________________________ in the presence of this witness: ) Attorney Witness /s/ Ewan Gilchrist __________________________________ Full Name Ewan Caldwell Gilchrist Address 11 Walker Street Edinburgh Solicitor Signed as a deed by Norma Kellet ) /s/ Walter Nimmo by Walter Nimmo, her attorney ) ____________________________ in the presence of this witness: ) Attorney Witness /s/ Ewan Gilchrist __________________________________ Full Name Ewan Caldwell Gilchrist Address 11 Walker Street Edinburgh Solicitor Signed as a deed by Doreen Davidson ) /s/ Walter Nimmo by Walter Nimmo, her attorney ) ____________________________ in the presence of this witness: ) Attorney Witness /s/ Ewan Gilchrist __________________________________ Full Name Ewan Caldwell Gilchrist Address 11 Walker Street Edinburgh Solicitor 16 /s/ Walter Nimmo Signed as a deed by Brian Cameron ) ----------------------------- by Walter Nimmo, his attorney ) Attorney in the presence of this witness: ) Witness /s/ Ewan Gilchrist ---------------------------------- Full Name Ewan Caldwell Gilchrist Address 11 Walker Street Edinburgh Solicitor /s/ Walter Nimmo Signed as a deed by Malcolm Macnaughton ) ----------------------------- by Walter Nimmo, his attorney ) Attorney in the presence of this witness: ) Witness /s/ Ewan Gilchrist ---------------------------------- Full Name Ewan Caldwell Gilchrist Address 11 Walker Street Edinburgh Solicitor /s/ Walter Nimmo Signed as a deed by Steve Freestone ) ----------------------------- by Walter Nimmo, his attorney ) Attorney in the presence of this witness: ) Witness /s/ Ewan Gilchrist ---------------------------------- Full Name Ewan Caldwell Gilchrist Address 11 Walker Street Edinburgh Solicitor /s/ Walter Nimmo Signed as a deed by Alan Johnston ) ----------------------------- by Walter Nimmo, his attorney ) Attorney in the presence of this witness: ) Witness /s/ Ewan Gilchrist ---------------------------------- Full Name Ewan Caldwell Gilchrist Address 11 Walker Street Edinburgh Solicitor 17 /s/ Walter Nimmo Signed as a deed by Duncan Lawrence ) ----------------------------- by Walter Nimmo, his attorney ) Attorney in the presence of this witness: ) Witness /s/ Ewan Gilchrist ---------------------------------- Full Name Ewan Caldwell Gilchrist Address 11 Walker Street Edinburgh Solicitor /s/ Walter Nimmo Signed as a deed by Rick Greenough ) ----------------------------- by Walter Nimmo, his attorney ) Attorney in the presence of this witness: ) Witness /s/ Ewan Gilchrist ---------------------------------- Full Name Ewan Caldwell Gilchrist Address 11 Walker Street Edinburgh Solicitor Signed as a deed for and on behalf of ) /s/ Ian Gray Candover Investments PLC ) ----------------------------- acting by Ian James Gray as their attorney ) Attorney in the presence of this witness: ) Witness /s/ Graeme E.C. Sloan ---------------------------------- Full Name Graeme Eoghan Campbell Sloan Address 3 Glenfinlas Street Edinburgh Solicitor 18 Signed as a deed for and on behalf of ) /s/ Ian Gray Candover (Trustees) Limited ) ----------------------------- acting by Ian James Gray as their attorney ) Attorney in the presence of this witness: ) Witness /s/ Graeme E. C. Sloan ---------------------------------- Full Name Graeme Eoghan Campbell Sloan Address 3 Glenfinlas Street Edinburgh Solicitor Signed as a deed for and on behalf of ) /s/ Ian Gray Candover 1997 UK No.1 Limited Partnership ) ----------------------------- acting by Ian James Gray as their attorney ) Attorney in the presence of this witness: ) Witness /s/ Graeme E. C. Sloan ---------------------------------- Full Name Graeme Eoghan Campbell Sloan Address 3 Glenfinlas Street Edinburgh Solicitor Signed as a deed for and on behalf of ) /s/ Ian Gray Candover 1997 UK No 2 Limited Partnership ) ----------------------------- acting by Ian James Gray as their attorney ) Attorney in the presence of this witness: ) Witness /s/ Graeme E. C. Sloan ---------------------------------- Full Name Graeme Eoghan Campbell Sloan Address 3 Glenfinlas Street Edinburgh Solicitor 19 Signed as a deed for and on behalf of ) /s/ Ian Gray Candover 1997 US No 1 Limited Partnership ) ----------------------------- acting by Ian James Gray as their attorney ) Attorney in the presence of this witness: ) Witness /s/ Graeme E. C. Sloan ---------------------------------- Full Name Graeme Eoghan Campbell Sloan Address 3 Glenfinlas Street Edinburgh Solicitor Signed as a deed for and on behalf of ) /s/ Ian Gray Candover 1997 US No 2 Limited Partnership ) ----------------------------- acting by Ian James Gray as their attorney ) Attorney in the presence of this witness: ) Witness /s/ Graeme E. C. Sloan ---------------------------------- Full Name Graeme Eoghan Campbell Sloan Address 3 Glenfinlas Street Edinburgh Solicitor Signed as a deed for and on behalf of ) /s/ Ian Gray Candover 1997 US No 3 Limited Partnership ) ----------------------------- acting by Ian James Gray as their attorney ) Attorney in the presence of this witness: ) Witness /s/ Graeme E. C. Sloan ---------------------------------- Full Name Graeme Eoghan Campbell Sloan Address 3 Glenfinlas Street Edinburgh Solicitor 20 Signed as a deed for and on behalf of ) /s/ Hazel McIntyre RBS Mezzanine Limited ) _____________________________ acting by Hazel McIntyre as its attorney ) Attorney in the presence of this witness: ) /s/ Graeme E.C. Sloan Witness __________________________________ Full Name Graeme Eoghan Campbell Sloan Address 3 Glenfinlas Street Edinburgh Solicitor Signed as a deed for and on behalf of ) /s/ Ian Gray John Urquhart acting by Ian James Gray as his ) _____________________________ attorney in the presence of this witness: ) Attorney /s/ Graeme E.C. Sloan Witness __________________________________ Full Name Graeme Eoghan Campbell Sloan Address 3 Glenfinlas Street Edinburgh Solicitor