📄 Extracted Text (3,346 words)
JMWT ACQUISITION LLP
(the "LLP")
MINUTES of a meeting of the members of the LLP held at ..............................
......... ............... .............. on 3 October 2012.
PRESENT: Leon Black (representative of JMWT LLC) (chairman)
Debra Black (representative of PLB LLC)
1 Notice and quorum
The chairman reported that due notice of the meeting had been given, that a quorum of
members was present and that the meeting was therefore duly constituted.
2 Purpose of meeting
The chairman reported that the purpose of the meeting was to consider and, if thought fit,
approve:
2.1 the proposed entry by the LLP into the Loan Agreement (as defined below);
2.2 the proposed entry by the LLP into the Subscription Agreement (as defined below); and
2.3 the application by the LLP for 100 ordinary shares in JMWT TopCo Limited ("Topco") for a
total subscription price of £27,470,000 (the "Application").
3 Documents produced to the meeting
The following documents (together the 'Documents") were produced to the meeting:
3.1 a draft loan agreement to be entered into between JMWT MidCo Limited (1) and the LLP (2)
(the "Loan Agreement*);
3.2 a draft subscription agreement to be entered into between the LLP (1), Topco (2), JMWT
MidCo Limited (3) and JMWT Limited (4) (the 'Subscription Agreement"); and
3.3 a form of subscription letter addressed to Topco to be entered into by the LLP in connection
with the Application (the "Subscription Letter).
4 Consideration of and authority to enter Into the Documents
4.1 The meeting then considered carefully the terms of each of the Documents in detail.
4.2 IT WAS RESOLVED that
4.2.1 the Application be and is hereby approved;
4.2.2 the terms of and entry into each of the Documents and their delivery and
performance are approved;
1 Error! Unknown document property name. 3-Oc1-12
Errorl Unknown document property name.
EFTA01196731
4.2.3 any of the Documents required to be executed by the LLP as a deed, or
otherwise, be executed as a deed, or otherwise, by the LLP in any manner
permitted by law. subject to such amendments as those executing the same on
behalf of the LLP think fit;
4.2.4 any of the Documents required to be signed by or on behalf of the LLP be
signed by Leon Black, with such amendments as he thinks fit;
4.2.5 Leon Black is authorised:
4.2.5.1 to do all such acts and things and agree on behalf of the LLP
all such other documents, certificates or notices as may be
required in order to implement the Application and the
transactions contemplated by the Documents and give such
representations, undertakings and assurances as may be
required in connection with the Application; and
4.2.5.2 to sign any such document, certificate or notice required to be
signed by or on behalf of the LLP;
and Leon Black is authorised:
4.2.5.3 to execute any such document, certificate or notice required to
be executed by the LLP as a deed or otherwise by the LLP in
any manner permitted by law.
4.3 The execution or signing of each of the Documents and any other document referred to
above by any person authorised to execute or sign the same shall be conclusive evidence
of the due authorisation by the LLP of the execution or signing of such Document or
documents.
4.4 Leon Black is authorised to issue and certify as a true, complete and up-to-date copy a copy
of the minutes of this meeting and to certify from time to time that each of the resolutions
contained in them has not been amended, varied, modified or revoked and is in full force
and effect.
5 Close of meeting
There being no further business, the chai an declared thef»eetipg dosed.
r.
Chairman
2 Errort unknown document property name. 3-Oct-12
Erred Unknown document property name.
EFTA01196732
JMWT LIMITED
(company no. 8228033)
(the "Company")
MINUTES of a meeting of the board of directors of the Company held at
on 3 October 2012.
PRESENT: Leon Black (chairman)
Eileen Alexanderson
1 Notice and quorum
The chairman reported that due notice of the meeting had been given, that a quorum of
directors was present and that the meeting was therefore duly constituted.
2 Purpose of meeting
The chairman reported that the purpose of the meeting was to consider and, if thought fit,
approve:
2.1 the proposed entry by the Company into the Subscription Agreement (as defined below);
2.2 the issue of 100 ordinary shares ("Shares") by the Company to JMWT Midco Limited
("Midco") for a total subscription price of £41,205,000 (the "Subscription Price"), (the
issue"); and
2.3 the proposed purchase by the Company of the entire issued share capital of Phaidon Press
Limited (the 'Purchase"), and the entry by the Company into various documents relating to
the Purchase.
3 Documents produced to the meeting
The following documents (together the "Documents") were produced to the meeting:
for the
3.1 a copy of a subscription letter received from Midco applying for the Shares
Subscription Price;
3.2 a draft subscription agreement to be entered into between JMWT Acquisition LLP (1),
JMWT TopCo Limited (2), Midco (3) and the Company (4) (the "Subscription Agreement);
Mr.
3.3 a copy of a share purchase agreement entered into between Annopol (Holdings) Ltd,
David Davies, Mr. Andrew Price, Ms. Amanda Renshaw and Ms. Amanda Ridout (1), Mr
Richard Schlegman (2) and the Company (3) (the 'Share Purchase Agreement*);
3.4 a copy of a disclosure letter (the "Disclosure Letter) signed by Annopol (Holdings) Ltd, Mr.
David Davies, Mr. Andrew Price, Ms. Amanda Renshaw, Ms. Amanda Ridout and the
Company, being the disclosure letter referred to in the Share Purchase Agreement; and
3.5 a set of the agreed form documents (the 'Agreed Form Documents") referred to in the
Share Purchase Agreement.
1 Error! Unknown document property name. 3-Ocl-12
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EFTA01196733
4 Directors' interests
4.1 In accordance with the Company's articles of association and s.177 Companies Act 2006,
each director present who was in any way, directly or indirectly, interested in the matters at
hand, declared the nature and extent of his interest (interests) to the other directors, save
to the extent that such Interest was the subject of a notice in writing or general notice or the
other directors were already aware of it (or ought reasonably to have been aware of it).
4.2 Each of the directors concerned was reminded of his obligation to make a further
declaration if the declaration of his Interest proved to be, or became, inaccurate or
incomplete.
4.3 It was noted that none of the Interests disqualified any of the directors present from forming
part of the quorum of or voting at the meeting.
5 Consideration of and authority to enter into the Documents
5.1 The meeting then considered carefully the terms of each of the Documents in detail.
5.2 IT WAS RESOLVED that:
5.2.1 the Issue be and is hereby approved subject to receipt by the Company of the
Subscription Price;
5.2.2 the Purchase be and is hereby approved;
5.2.3 the terms of and entry into each of the Documents and their delivery and
performance are approved:
5.2.4 the execution of the Share Purchase Agreement and Disclosure Letter by Leon
Black on behalf of the Company be and is hereby approved;
5.2.5 any of the Documents required to be executed by the Company as a deed, or
otherwise, be executed as a deed, or otherwise, by the Company in any
manner permitted by law, subject to such amendments as those executing the
same on behalf of the Company think fit;
5.2.6 any of the Documents required to be signed by or on behalf of the Company be
signed by any director of the Company (a "Director), with such amendments
as that person thinks fit; and
5.2.7 each Director is authorised:
5.2.7.1 to do all such acts and things and agree on behalf of the
Company all such other documents, certificates or notices as
may be required in order to implement the Purchase and the
Issue and the transactions contemplated by the Documents
and give such representations, undertakings and assurances
as may be required in connection with the Purchase and the
Issue; and
5.2.7.2 to sign any such document, certificate or notice required to be
signed by or on behalf of the Company;
and each Director is authorised:
5.2.7.3 to execute any such document, certificate or notice required to
be executed by the Company as a deed or otherwise by the
Company in any manner permitted by law.
2 Error! Unknown document property name. 3-Oct-12
Error, Unknown document property name.
EFTA01196734
5.3 The execution or signing of each of the Documents and any other document referred to
above by any person authorised to execute or sign the same shall be conclusive evidence
of the due authorisation by the Company of the execution or signing of such Document or
documents.
5.4 Any Director is authorised to:
5.4.1 update the Company's statutory registers to reflect the Issue; and
5.4.2 execute on behalf of the Company and issue a share certificate to Midco in
respect of the Shares,
following receipt by the Company of the Subscription Price.
5.5 Any Director is authorised to issue and certify as a true, complete and up-to-date copy a
copy of the minutes of this meeting and to certify from time to time that each of the
resolutions contained in them has not been amended, varied, modified or revoked and is in
full force and effect.
6 Close of meeting
There being no further business, the chairman declared the m'etingiclosed.
c) .151
Chairman
3 Error! Unknown document property name. 3-Oct-12
Error! Unknown document property name.
EFTA01196735
JMWT TOPCO LIMITED
(company no. 8233421)
(the "Company")
MINUTES of a meeting of the board of directors of the Company held at
on 3 October 2012.
PRESENT: Leon Black (chairman)
Eileen Alexanderson
1 Notice and quorum
The chairman reported that due notice of the meeting had been given, that a quorum of
directors was present and that the meeting was therefore duly constituted.
2 Purpose of meeting
The chairman reported that the purpose of the meeting was to consider and, if thought fit,
approve:
2.1 the proposed entry by the Company into the Subscription Agreement (as defined below);
2.2 the application by the Company for 100 ordinary shares in JMWT Midco Limited ("Midco")
for a total subscription price of £27,470,000 (the "Application"); and
2.3 the issue of 100 ordinary shares ("Shares') by the Company to JMWT Acquisition LLP
("JMWT LLP") for a total subscription price of £27,470.000 (the 'Subscription Price"), (the
'Issue").
3 Documents produced to the meeting
The following documents (together the "Documents") were produced to the meeting:
3.1 a form of subscription letter addressed to Midco to be entered into by the Company in
connection with the Application;
3.2 a copy of a subscription letter received from JMWT LLP applying for the Shares for the
Subscription Price; and
3.3 a draft subscription agreement to be entered into between JMWT LLP (1), The Company
(2), Midco (3) and JMWT Limited (4) (the "Subscription Agreement").
4 Directors' Interests
4.1 In accordance with the Company's articles of association and s.177 Companies Act 2006,
each director present who was in any way, directly or indirectly, interested in the matters at
hand, declared the nature and extent of his interest (Interest') to the other directors, save
to the extent that such Interest was the subject of a notice in writing or general notice or the
other directors were already aware of it (or ought reasonably to have been aware of it).
1 Erred Unknown document property name. 3-Oct-12
Error! Unknown document properly name.
EFTA01196736
4.2 Each of the directors concerned was reminded of his obligation to make a further
declaration if the declaration of his Interest proved to be, or became, inaccurate or
incomplete.
4.3 It was noted that none of the Interests disqualified any of the directors present from forming
part of the quorum of or voting at the meeting.
5 Consideration of and authority to enter into the Documents
5.1 The meeting then considered carefully the terms of each of the Documents in detail.
5.2 IT WAS RESOLVED that:
5.2.1 the Application be and is hereby approved;
5.2.2 the Issue be and is hereby approved subject to receipt by the Company of the
Subscription Price;
5,2.3 the terms of and entry into each of the Documents and their delivery and
performance are approved;
5.2.4 any of the Documents required to be executed by the Company as a deed, or
otherwise, be executed as a deed, or otherwise, by the Company in any
manner permitted by law, subject to such amendments as those executing the
same on behalf of the Company think fit;
5.2.5 any of the Documents required to be signed by or on behalf of the Company be
signed by any director of the Company (a 'Director), with such amendments
as that person thinks fit; and
5.2.6 each Director is authorised:
5.2.6.1 to do all such acts and things and agree on behalf of the
Company all such other documents, certificates or notices as
may be required in order to implement the Application and the
Issue and the transactions contemplated by the Documents
and give such representations, undertakings and assurances
as may be required in connection with the Application and the
Issue; and
5.2.6.2 to sign any such document, certificate or notice required to be
signed by or on behalf of the Company;
and each Director is authorised:
5.2.6.3 to execute any such document, certificate or notice required to
be executed by the Company as a deed or otherwise by the
Company in any manner permitted by law.
5.3 The execution or signing of each of the Documents and any other document referred to
above by any person authorised to execute or sign the same shall be conclusive evidence
of the due authorisation by the Company of the execution or signing of such Document or
documents.
5.4 Any Director is authorised to:
5.4.1 update the Company's statutory registers to reflect the Issue; and
5.4.2 execute on behalf of the Company and issue a share certificate to JMWT LLP
in respect of the Shares,
2 Erred Unknown document property name. 3-Oct•12
Error! Unknown document properly name.
EFTA01196737
5.4.2 execute on behalf of the Company and issue a share certificate to Topco in
respect of the Shares,
following receipt by the Company of the Subscription Price.
5.5 Any Director is authorised to issue and certify as a true, complete and up-to-date copy a
copy of the minutes of this meeting and to certify from time to time that each of the
resolutions contained in them has not been amended, varied, modified or revoked and is in
full force and effect.
6 Close of meeting
There being no further business, the ch irman declared the meeting closed.
Chairman
3 Errort Unknown document property name. 3-0d-12
Error! Unknown document property name.
EFTA01196738
JMWT MIDCO LIMITED
(company no. 8233425)
(the "Company")
MINUTES of a meeting of the board of directors of the Company held at
......... ............. ...... ...... on 3 October 2012.
PRESENT: Leon Black (chairman)
Eileen Alexanderson
1 Notice and quorum
The chairman reported that due notice of the meeting had been given, that a quorum of
directors was present and that the meeting was therefore duly constituted.
2 Purpose of meeting
The chairman reported that the purpose of the meeting was to consider and, if thought fit,
approve:
2.1 the proposed entry by the Company into the Loan Agreement (as defined below);
2.2 the proposed entry by the Company into the Subscription Agreement (as defined below);
2.3 the application by the Company for 100 ordinary shares in JMWT Limited ('Bidco") for a
total subscription price of £41,205,000 (the "Application"); and
2.4 the issue of 100 ordinary shares (-Shares') by the Company to JMWT TopCo Limited
("Topco") for a total subscription price of £27,470,000 (the 'Subscription Price"), (the
"Issue').
3 Documents produced to the meeting
The following documents (together the 'Documents') were produced to the meeting:
3.1 a draft loan agreement to be entered into between the Company (1) and JMWT Acquisition
LLP (2) (the 'Loan Agreement"):
3.2 a form of subscription letter addressed to Bidco to be entered into by the Company in
connection with the Application;
3.3 a copy of a subscription letter received from Topco applying for the Shares for the
Subscription Price; and
3.4 a draft subscription agreement to be entered into between JMWT Acquisition LLP (1), Topco
(2), the Company (3) and Bidco (4) (the "Subscription Agreement').
4 Directors' interests
4.1 In accordance with the Company's articles of association and s.177 Companies Act 2006,
each director present who was in any way, directly or indirectly, interested in the matters at
hand, declared the nature and extent of his interest ('Interest") to the other directors, save
Errorl Unknown document property name. 3-Oct-12
Errorl Unknown document property name.
EFTA01196739
to the extent that such Interest was the subject of a notice in writing or general notice or the
other directors were already aware of it (or ought reasonably to have been aware of it).
4.2 Each of the directors concerned was reminded of his obligation to make a further
declaration if the declaration of his Interest proved to be, or became, inaccurate or
incomplete.
4.3 It was noted that none of the Interests disqualified any of the directors present from forming
part of the quorum of or voting at the meeting.
5 Consideration of and authority to enter into the Documents
5.1 The meeting then considered carefully the terms of each of the Documents in detail.
5.2 IT WAS RESOLVED that:
5.2.1 the Application be and is hereby approved;
5.2.2 the Issue be and is hereby approved subject to receipt by the Company of the
Subscription Price;
5.2.3 the terms of and entry into each of the Documents and their delivery and
performance are approved;
5.2.4 any of the Documents required to be executed by the Company as a deed, or
otherwise, be executed as a deed, or otherwise, by the Company in any
manner permitted by law, subject to such amendments as those executing the
same on behalf of the Company think fit;
5.2.5 any of the Documents required to be signed by or on behalf of the Company be
signed by any director of the Company (a 'Directors), with such amendments
as that person thinks fit; and
5.2.6 each Director is authorised:
5.2.6.1 to do all such acts and things and agree on behalf of the
Company all such other documents, certificates or notices as
may be required in order to implement the Application and the
Issue and the transactions contemplated by the Documents
and give such representations, undertakings and assurances
as may be required in connection with the Application and the
Issue; and
5.2.6.2 to sign any such document, certificate or notice required to be
signed by or on behalf of the Company;
and each Director is authorised:
5.2.6.3 to execute any such document, certificate or notice required to
be executed by the Company as a deed or otherwise by the
Company in any manner permitted by law.
5.3 The execution or signing of each of the Documents and any other document referred to
above by any person authorised to execute or sign the same shall be conclusive evidence
of the due authorisation by the Company of the execution or signing of such Document or
documents.
5.4 Any Director is authorised to:
5.4.1 update the Company's statutory registers to reflect the Issue; and
2 Errorl Unknown document property name. 3-0d-12
Errorl Unknown document property name.
EFTA01196740
following receipt by the Company of the Subscription Price.
5.5 Any Director is authorised to issue and certify as a true, complete and up-to-date copy a
copy of the minutes of this meeting and to certify from time to time that each of the
resolutions contained in them has not been amended, varied, modified or revoked and is in
full force and effect.
6 Close of meeting
There being no further business, the chairman declared the meeting closed.
Chairman
3 Error! Unknown document property name. 3-Oct-12
Errod Unknown document property name.
EFTA01196741
ℹ️ Document Details
SHA-256
ac2054e3054542ceceb78ff28e4dd1340ab9b48879467e8eed8c6a4c47dd61b9
Bates Number
EFTA01196731
Dataset
DataSet-9
Document Type
document
Pages
11
Comments 0