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Sale and Purchase Agreement

 

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Title:

Sale and Purchase Agreement

Entities:

Connect Holdings Ltd

Date:

2007

Size:

27KB total

Price:

$38

ID:

#2696484

 

 

► Purchase & Sale ► Sale & Purchase Agreements

 

 

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12 January 2007

VANTAGE CORPORATION LIMITED

and

CONNECT HOLDINGS LIMITED

SALE AND PURCHASE AGREEMENT




CONTENTS


CLAUSE   PAGE
1. Interpretation 1
2. Sale and purchase 2
3. Consideration 2
4. Completion 2
5. Warranties and undertakings 3
6. Waiver 5
7. Restriction on announcements 5
8. Confidentiality 5
9. Continuing effect and assignment 6
10. Entire agreement 6
11. Further assurance 6
12. Partial invalidity 6
13. Costs and stamp duty 6
14. Notices 6
15. Rights of third parties 7
16. Governing law and submission to jurisdiction 7
17. Counterparts 7



THIS AGREEMENT is made on the 12th day of January 2007

BETWEEN

(1)  VANTAGE CORPORATION LIMITED (company registration number 192700053G), a public company incorporated in Singapore with its registered office at 80 Raffles Place, #29-20 UOB Plaza, Singapore 048624 (the Vendor); and
(2)  CONNECT HOLDINGS LIMITED (company registration number 38611), a company incorporated in Bermuda and having its registered office at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda (the Purchaser).

WHEREAS:

(A)    Pacific Internet Limited (company registration number 199502086C) (PacNet) is a public company incorporated in Singapore with its registered office at 89 Science Park Drive, #02-05/06 The Rutherford, Singapore 118261, and is listed on the United States National Association of Securities Dealers Automated Quotations (Nasdaq).

(B)    As at the date of this Agreement, the Vendor is the legal and beneficial owner of 3,879,373 ordinary shares in the capital of PacNet (the PacNet Shares). As at the date of this Agreement, the Purchaser is the legal and beneficial owner of 1,871,287 ordinary shares in the capital of PacNet.

(C)    The Vendor has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Vendor, 2,250,000 of the PacNet Shares (the Sale Shares) at a price of US$10.00 per share and on the terms and subject to the conditions contained in this Agreement. Upon such sale and purchase, the Purchaser will own an aggregate 4,121,287 ordinary shares representing approximately 29.91% of the issued share capital of PacNet based on an issued and paid-up share capital comprising 13,776,680 ordinary shares obtained from a company search of PacNet at the Accounting & Corporate Regulatory Authority of Singapore as at 5 January 2007.

IT IS HEREBY AGREED as follows:

1.    INTERPRETATION

1.1    In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:

Business Day means a day other than Saturdays, Sundays and public holidays on which banks are ordinarily open for the transaction of normal banking business in London, New York and Singapore;

Completion means completion of the sale and purchase of the Sale Shares in accordance with the provisions of this Agreement;

Consideration has the meaning ascribed to it in clause 3;

Encumbrance means any interest or equity of any person including any right to acquire, option or right of pre-emption or conversion, or any mortgage, charge, pledge, lien, assignment, debenture, hypothecation, title retention or any other security interest or security agreement or arrangement, or any agreement to create any of the above;

Losses means all damages, losses, costs and expenses, including reasonable legal fees and expenses but excluding any and all consequential, special, incidental and exemplary damages and lost profits, whether or not foreseeable;

PacNet Board means the board of directors of PacNet;

Parties means collectively the Vendor and the Purchaser, and Party shall mean either one of them as the context requires;


 

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