ac~~`rn and ~rder~y Market Agreement

[,ac~~'rn and ~rder~y Market Agreement
(~)
CAFiPHON~WAR~HOUS~GROUP_PLC
(2)
DIXONS RETAIL PI.G
(3)
ANDREA GESL~ JQOS~N
bated
1 S i~► r~ y
zo~~
Osbdrne Clarke
One Lopdan Wo11
.London
~C2Y 5CB
Tel
+44(Oy:20 7105 7000
+qh (0)ZO 7'fU5 700
Ftut
36931(1-4
Contents
f~afinitions end inierprelation ...................
..,..... _ .:~.. ..:..
..
.......
.,.1
Conditldn ............... ..................................:........................ .....
........~ ~
~ ~...,4
I.ockdn pr4v~siona.
... .. ......................~...,..::,...:.......:.........:.:..:.....,......,:,.:......,....~,...:..:4
ExcapNons to'the lock-fn provisions................ ...,.......,,... ,..,..,..,..,...,..,..,....:..,..:..........::..:..:4..
O~derly~riarkefp~ovisions:_ .,,... ,...
.............. .... ,...~...:............................::6
Remedies. :.:...,.,..;._:...,.,.,.....,,,...,...,....,...............................................................~.,..,..,,,......:....,.6
Warranty and'u~dertaking.:.
... ...........................................................,,...........7
Dealing restrictforts.:.....................
..,.,,
...
... ,..............,.7
General ......................:..:..........:..............:.............::..:....:.......:........:~.:....,..,:......,.::.:.;........:;.....,~ 7
Notices ............ ..
..... ..........................~.,...........................;....:..:.....:......:...:.:.,...8
Oo~erning law aid jurisdiction..
..........,,~.................................................................9
Schedule: :~,.;,.:.,....:.....:.:...:.:..:...:..~..,.....,,,:,.:.......,....,........,.,..,..........,...............,_:...........,........,,....~4'I
(Deed of adherence):.........................~.........,,.,:.::.:.....,:...:.......:..,.~:..:.....,....:....:...~,.,:;.~,...,.........~.........11
1.
2.
3.
4,
5.
B.
7:
8.
9,
10.
11.
'~hls Agreement is made on.
`~
~~1{k~'
2014
Between:
{1)
CARPHQNE WAR~NOUSE GROUP PLC (registered In England and Wales with Company
n~Fmber 07'45906)whose registered of(icQ is at 9 Porlal UVay, London W36RS("CPW"~;
(2)
DIXONS R~TAII. PI.0 (reglslered In England and Wales uv9th company n~mbeY 0384792 .}
whose registered office .is at. Maylaitds Avenue,.Hemel Hempstead,- Wertfordshlre, H~2 7T'G
("Dixons"); and
(3)
ANDREA LISLE J005EN of
(the "Shareholder"j,:
Background;
{A)
By way of an announcement of -even date under ibis Agreomenf, tho boards of CPW and
Dlxolis have agreod to a merger of QPW antl Dlxons vuhich is expected to be Imp~ementetl by
way of a scheme of arrangement of Dixons (pursuant to Park 26 of t}ie Companies Act 2008)
:(the "Merge'),
(R)
Pursuant to the Merger,.li is proppsed that CPW wllk Issue ordinary shares to existing bixons
sharehgiders.in consideration for:the acquisition by CpW of alE the Issuod ordinary shares of
C7lxons(the;"Consideration shares+').
(C)
CPW intends to apply foe the Conslderatlon Shares to be admitted to the promium sogment of
the OFficfal List-and to trading on the Exchange's main market for listed securfit~s.
{~)
In:connectlon with the Merger and Admission (as doFined below)irking place, the Shareholder
agrees an the terms of Ehls Agreement not to Dispose of the RestTioted Shares held by it on ox
after Admisslorrduring-lhe Resirlcled Period.
This A~reemenf witnesses as follows:
1..
~eflnikions and lnEerpretation
~.~
beflnit~ons
Far the purpose of this Agreel'nenl iMe foDowing definilipns shall apply:
"Admission" means tna atlmisslon of Consideration Shares'to the premium segment of tote
Official L{sl and to trading on the Exchange's main market for listed securltlos :becoming
effective,Isr accordance wllh the Listing..l~ules -and the Admission and disclosure SEandards
raspeotively 'and references ;lo Admission becoming "effective" shall be construed
accordingly.
`'Admiaston ar►d . Qlscla.sgre Standards" means the admiss(on antl :disclosure standerda
Published by the ~xchang~.
"AdmisslnK I]~te".means the dateon which Admission becomes effecEfve.
"Affiliate" mean$ In, relation to any party:(a) any subsldlary.~mdertaking br p~reht undertaking
of lhal party and 'any other subsidiary undertaking of that parent undertaking and (b)-a party
whlah controls or manages, is. controlled by or managed ~b~r or is under common control or
management with, That party:
"Board" means CPWs board of directors following Admission or any duly authorised
committee thereof.
"Business Day" means a day (not being a Saturday, Sunday or.publlc holiday
in the United
1
Kingdom)on which deaUngs in domesllc securities may take place on. and wNh the aufhortry
of;`the ~xcliange.
"CompaniAs Acf" means the Compahies Act2 06.
"Connected Rersan" means''a porsan who is connected to. the Shareholder within the
meaning of sections 1122 or 1123 of the Cprporatlon 7a7c Act 201b.orsectlans 993 6r.e94 of
the lncomo Tex /1ct 2007.
"tilrectors" means the directors. of Cf~W from time to time following Adrnfssion :arid
"D1recEor" shall be construed aacordingly,
"Disclosure and 'Transpar~ney Rules" means the disctasure rules.and transpar~nay rules
made by the FCA pursuant to .Part VI of the FSMA and "I~i'R" shall in~an any one of them.
"Qlspo~aC' moans dfre.~tly or' indirectly, any offer, loan; mortgage, assignment, charge,
pledge, hypothecation, sale, contract to sell, or gran4 or sale pf any opll~n or contract fo
purchase, purchase of any option or contract ~td sell, grant of any~Clgl~t or wa~rent .to purohase
or otherwise transfer or d[spose:of or create any Encumbrance over, or agree to transfer or
dlsp~se, of or create an Encumbrance ever, either directly or indirectly, conditionally or
unconditionalSy, any Resiricfed.5hares a~ any Interests. In.I~est~IGted Shares or any ~ecurlfles
conveCtible fnto o~ exercfsahle or exchangeable far; or s~bstankEafly sim. tier lo, F2esEricCed
Shares.or:any liiterest ir1 Restricted Shares vt the entry It1fo of any swap ar okher agreement or
iransack~on that Transfers, in whole or in park, directly of fndfrectly; any of the economic
consequences of ownership of F~esfrletod Shares or interests In:Restrictod Shares (Including,
wilh~ul Ilmitatlon,. any seGurittes convertible into nr exchangeable oi• exercisable for or that
represent the right io receive, or any warrants. or other rights to purchase, tha..Restrlcted
Shares) or the.entry into of angtransablion with the same ecorioli~ic e[fe~E a~ ariy transaction
specified herein; wiiethsr zany such;transactlon dasc~ibed above fs tv be seUled by:ctellvary of
Reslrlcted Shares or such other securities (whakheror not the issue of such' Restrlcled Shares
or other securities will be oomplele~J within the Restricted Period),.In sash or atherwlse ar any
announcement or.plher publication of the intenllon to do.any of the #oregoing and "plspose"
stall be construed .~caot~iingly.
"Encumbrance" moans any interest yr equliy of any person (including any right ~o acquire,
option or ,right ~ of pre•empllon or canversionj ~or ,any mortgage, charge, pledge, ~ lien,
assEgnment,hypothecation, security Interest, title retention, or any other.seourity agreement or
arrangement, or.any rlghEs granlad under section 945 of the Companies Act or any agreement
to oreate ariy of the foregoing.
"Exchange"~ means Lbndan SlocK exchange pib, a company Incorporated under the laws of
~ngl2nd'and Wales,
"~amfly Memher(s)" mear7s:ihe Wlfe, husband, civil partner, parents, widPw, widower, ca
hebitee;-adult sibling, child, stenehild, grandchild, nephew Qr niece of any indlvl~uaf.
"FCA" means the FinanciaLCanduct Autharily in.Hs capacify.as the ~ampetent aUiharity -under
Part VI of the FSM~1.
"FCA,Handb~ok"means iHe handbook of rules an~.~uidatioe issued hyllie FCA:
"~'SMA"means the.Financial Sejvices and Mariiefs Act 200,
"Interest" means any legal or beneficial IntQrest or any.other.interest as defined In section 820.
(when read with sections 821 to 825 inclusive) of the Comp~nles Act and "lhterestsd"shall be
construed accord(ngiy.
"Listing Rules" means the l:tsiing Rules made by t>>e FCA pursu~ni to Part Vi of the _FSMA
and "LR"shall mean any one bF them.
"Model Code" means the Model Coda on directors' and others' dealings In securit€es s~f out
in Annex 1 ofChapter 9 of the Listing Rules..
"t)fflclal Llst" means the Offlcfal E.ist maintained by the ~'CA.
"~rdinar3► Shams" means ordinary shares of d..i pence each ~~ the capital of CPW.
"pfosp~ctus Rues"means the Prospectus Rules tnado by the ~C~ pursuant to part V! of the
FSMA and ''PR" shall mean anyonn of Thom.
"Restrlated_ Period" means Eh8 period of 24 monlfis from the date of the Admission-Date.
"Kteslricted Shares" means the #otal number of Ordinary Shares held by the Shareholder and
its Connected Persons upon Admisslori and any OrdEnary SE~ares Issued !o the Shareholder
and its Connec4ed ~'ersons upon.the eKe~clsa of a_ny aptign or athsr,convertible'securfly held.
upon A~rrtifssion, in each case Including any sfiares In the capital of CPW Which are
subsequeptly acquired and which are derived from.. such ordinary SS~ares including without
p~eJ~dPce to the generalfty'of the foregoing from any ~yb~dfvislon, bonus issue or. rights issue
together with all and any other Ordinary Shares 'acquired ar held by fhe 3harehalder and its
Connected Persons following Admission.
"UKLA Rules" means together, the Ltsfing Rules, tha prospectus Rules and the Dlsc{osure
and Transparency Rules.
1:2
!nlerpretatlon
In this ~reament:
(a}
words ,in .the singular includa the plural :and vice versa and .words In'one gender
Include-any other gender;
(6)
a reference to a statute or statutory provision includes:
(I)
anysubordlnate lagislatlon made under.it;
(lid
any repealed stafUla Qr statutory prpvislon which (t re-anacls {with or withvul
modfficatlony; and
(lily
any statute, statutory proylsion or subordinate legislation which modifies,
consolidates, re-enacts or supersedes lf;
'except to the extent-tlt~t such subordinate leg(slatlon, ra•enactment, statUte.or
sta~ufory provision comes .into fotGe. after the date of this Agreemer►t and would
impose any. new or extended obfigatlon, liability . o~ restriction on, o~ o[herwlse
adversely affect the rlghls oF, any par(y;
(c)
a rafo~enoe to:
(I)
any."party" means aitiy party to this Agreement asset out atthe-head of pogo
1 (and "parties" means all of the parties fo lhls Agreement) and fnclud~s.iis
successors iii tills and permuted assigns;
(iij
a "person`' ihcludes any individual, firm, corporation, body :corporate,
a.ssoclallon or partnershl~, Trust, unincorporated organlsatlon, employee
i-epresentaflve body, government or state or agency or deparftnent. thera~F,
executors, adminlsirators or successors in title (whether or not. haying a
separate IegaLpersonalily);
(ill)
clauses and schedules are to clauses and schedules pf ibis Agreement and
references to sub-clauses and paragraphs are references to sub-clauses and
(iv)
any provlslon of this Agreement is to that proVlsfan ~s amvndod fn acca~dancs
Wflh the terms of this Agreement;
(d}
the febie of cgntents and headings ara (or convenience only end shall not affeot the
interpretation of this Agreement;
(e)
"writing" shall ~ not, for the avoidance of doubt, include e-mail or any oRh~r
communication to electranfc form, athQr than faaslmile whflro expflcitly stated, and
"written" shaEE he.coristru.ed accordingly;_
(f)
general words shall.no# bo given a re5trict{4~ rn~anin~:
(g)
(i)
if they are i~itroduced by the word "other" ~r "Including" ar similar words by
reason of ihe:fact that they are preceded bywords indicating a particular class
of act, matter o'r thing;
(il)
by reason of the fact.that-they are followed by particular examples,Intended to
bs embracetl by those general words; and
reFeren~es to time of stay ale to London limes:
2.
Conditlo~
2:7
Admission
'~hls Agreement fs conditional upon;and its provlsfons shall take effect Frdm, Admiss9an,
2.2
Fa!lure to safis(y the condition
ff Admission shall nQt have become effective by-8.00 a.m. on :31 December 2074(or such latar
date as CPW and plxons shall agree)Ihfs Agreement shall cease and determino'and none of
the porkies shall have any cl~lm against anotherfor cosEs, d@magas,charges, compensation or
ollierwise.
3.
Lock-in provisions
Subject to .clauses 4 and 5, the Shareholder covenanks .w(tft $nd undertakes io CPW and
Dixons tl~at:l4wil~.not, and ICwlfl.use its respectivo reasonable.:endeavours to procure.so far as
it is abla_that ~a Connected person of 11s will, make any I~ispas~! during lhe_Resttigfed Period.
4.
~xcept[oha to the loctc-!n p,roylstasls
Su6JeGt #o clause 5,the resttfclfons.:ih clause:3:syall. na[ apply to any.plspvsal:
(a)
which ~s notified In writing in advance io(he Bo9r8 in:accordance:with clause 5-and to
which the ~oarci (with each Director parlfclpaling to such :decisioY~ ekerclsing his
powers bona'~ldo In the best interosls of CPW.and .no.~lreclor who'fs al that lime a
L?1rectQ~ wishing at that time fa make~any Disposal particlpatl.n~ in the decisfon).gives
its p~iar consent In writing;
(by
pursuant to tha acceptance. of a general offer (an "Offer") made io shareholders of
CPW (or to - all such shareholders other Ihan.the offeror andlor any body corporals
controlled by the~offeror and/or any persons'actin in concert wltii the ofFeror(within
the.meaning of the Glty Code on Takeovers and ~ergers)) to acquire all of the Issued
Ordinary Shares (other than any shares which are already owned, or contracted fo be
acquired,by the.offeror and any other person acting in concert with the offeror);
4
(c)
pursuant to an irrevocable underlaktng to accept, or procuro the acceptance df, a~
'Offer;
(d)
pursuant to ah intervening cour#order;
(e}
pursuant'#o a compromise or arrangement ~etwean CpW an~f lis creditors (or any
class of them) or between CP1N and its members (oi~ any class of Them) which is
agreed to by ilia cred{lors orthe members(as the case may be) and eanclfon~d by the
F{Igh Court pursuant to Part 26 of the Act;
(i)
pursuant to ~ scheme of.arrarigemenf pursuant to sectipn X10 of the Insolvency Ack
i98G in celatton #o Ci'W;
(g)
to CPW made pursuant to an_offer by CPW to purGhsse its.own shares which Is made
on EdontEa~1 terms to all holdefs of shares.and otheYwlse corttplies with the AcE, lhs
UKI.A Ru.fes and tfle rules of the exchange From t[me to time;
(h)
to ar by. fh~ personal .representatives of :lh~ .Shareholder .upon the doakh of the
Sheraholder prlpr to the expiry of the Reslrlcted f~erind;
~l)
where the Shareholder is:
(i)
an individual, t0 a ~'8nlily M9rilbef; or
(il)
a personal ~eprosenlativa of an individual, to a family Member of the
.deceased fnd[viduai; or
(iii}
an individual, to any person ar persgns acting in the capaeity of trustee or
trustees. of ~ trusE created by, or.including gs principal bens€Iclary only such
individual and/or Family Members of such individual;or
(iv)
the trustee of a ir[ist to which sub=paragraph (iii) applies, ta'any beneflcla~les
of such a trust who aro ~omlly Members of the ~ndlviduaE referred to in sub
paragraph ('iii),
proyi~ed that(A) prior ko the making of any such Disposal, fhe Shareholder shall have
saEisFied. CPW that the proposed:lransferee f~lis within, one.aE the categories in s~bparagraphs (i) io (iv) above and ($)such 4ransferee; before registration of anylransfQr,
shall first iindertake'to ~e bound by the r~strEcltons pF this Agreement by the execut(on
of a Deed:~f Adherence'In, or substantially in the form, sgt out in the schedule to this
Agreement;
{~)
by a truskee far the purpose of affecting the _appointment of a new Trustee yr-.for the
purpose of retiring an existing trustee prgvlded:fhat such proposed newtrusiee, before
re~lstration of any suGll'(ransfer shaft first undertake to 6a bound by the restr~cilons of
thls.AgreemenE.by fhe exeoullan of a deed of Adherenoe fn, or su~stantlally in -the
form, set out fn the scheduEe to tails Agreement end there baing no change fn the
benetio~al aWnership of tho.Reslricted Shares (n cgnrteGtlnn wl~h.such Disposal;
(k)
by the trustee of a solklemeat to :an individual which is a beneficiary or potential
beneticlary of such selffement provided that prior to m~King any such ~ispgsal:
(I)
the Shareholder snail saflsfy ~pW that the.praposod transferee is a Family
Member of fF~e selklor of the selheinont; and
(Ifs
such Transferee, before reglslratfon of any such transfer, shall first undertake
ia.be bound by the restrictions of this Agreement by lha execuflon of a Deed
of Adherence in, or substanElal(y in the.fo~m, set out in the schedule to this
Agreemei3t;
(I)
by a nominee ta. tha beneficial owner. of Restricted Shares ar anoihar nom(n9e
{pravltled ihak there Is no change in the beneficial ownership of the F~esirlcted Shares)
provided,lhatsuch proposed .Iransferee,:before registcatlon.of any transfer, shall first
undertake to be bound by :the reslrJclions of this Agreement 8y the executl.on of a
Dead of Adherence !n, or substantially (n ~tia form,.set out In the achetlule to khis
Agreement;
(m)
wliera the Sharehgider is a corporalidn or a body corporate to an Affiliate provided That
such entity shall. first undertake.to ~e ~aunQ by the restrictions of tf~ls Agre.ament ~by
the sXeoulion of a heed of Adherence in, or subsfanllally In Ehe form,:sat out In the
schedule to tl}Is.Agreemenf and agreeing that in tlio eVent.tihat any such transferee
ceases to be en Ai(ilia~e; any euah interest In any Restricted Shares wdl, p~~ortosuth
cessation, be lrsnsfeRed to either(a) the relevant transferor; or (b) another AfFilfete of
such transferor, provldetl that 5uclt;.other Affiliate undertakes. id be bound .by the
restrlcUons of this. ,~yreement by. the execution _of a Deed ,of Adherenpe in, or
substantially In the#orm,set out in Ifie schedule:io this Agreement; and
(n)
pursuant to a .bona fide rQo~ganf52tlon of CRW foflowin~ Gomplefian whero the
Disposal is in exchange -for shares or athe~' securities .('Group Trans~eiree
Securities")In en Affglale of CPW (including a new holding`campany of CPW formetl
for.the purpose of facilitetinp such a reorganisation)("Group ~'ransferae"}, provided
that;
(I)
the rest~lctlons set_,oul In this Ptgreement shall apply in respeot of any Group
Transferee securities the Shareholder acquires foflpwlnq a Dfsnasal in
accordance with Mils clause 4(n); and
(ii)
the Shareholder shall, Qrior fa.such a ❑lsposal, .enter Info sn agreement with
the Orpup l'rans#~r~e agresing:to be bound by the reafricflons set out in this
Agtoement In respeck of the Group T~ansfe~ee Socuritfsa,
provided That,
6.
(q
any Dlspo.sals pursuant b,this clause 4 shall be.. npS ffad in advance to CPW in wrlt~ng
five Business 17ays print to.the entry Into of ~~y agre~mQ~t relating to the same;
{II)
where any bispos~l pursuant to this clause 4 regulres the Board yr CPW to be
satisfied as to ahy metier relating io's~ich'Dfsposal, each Director participating in such
declslan .shall exeroise .his powers bane lade fn tho best Inte~esta of CPUV and ~a
Director whb is.interesled In any Disposal, either directly ar fhrpugtt a ~~mlly Mem4er,
tryst a~rangem~nt or oEherwise through a CanneCted Person, shall. participate (n chat
dvcisian; and
{IU)
ptlor to;tha making of any blspnsal_ pursuant lo. clause 4(h) the lransfe~ee shall have
agreed to be bound by .the restrictions of this Agreement as,if it were the transferor by
execution and defiyery tp CPW of a heed of Adherence in, or substantially In the form,
set out in -the schedule to this AgreemsnL
.orderly market provisions
For a period of 72' months Following .the end. of the Restricted Per(od; the shareholder shall
notify CPW's b"roker of any int~nfian.to Dlspos~ of all or any Reslricked Shares no Ietor fFian
iliree Business 17ays prior to the date- Qf any- such proposed Disposal and shall, unless
otherwise agreed to fn writing by the Board.(with sash Diracfor.parttclpating In such~declsloii
exorcising his poweCs. Gana.fide in the kiesf interests pf CPW and no Dlrecfo~ who 1s at that
time a Director wishln0 at chat time tv make .any 17isposal p~rllcipaUng In the decision),
Dispose of such ResEricted ShAres through CPW's brakes on a:basf price and execution basis
'end Willi"a view to malntainfng e~ orderly market in CPUV's ordinary shares:
6.
Remedies
In vlew of the difficuEtfes in piacing a monetary vafue_upan the effects of any breech of the
teems. of the underfa[cings referred to in lhis,Agreerriert, the Sharehgider recognises that the
CpW and Dixans will each be ontflled to seek and the Sha~Bholder shall not raise any
objection to any of them seeking inJunclive relief a$ - Well as any dki~er relief which may be
appropriate under tha clrcumskances in any:cour# of.competent Jurisdiction in Fhe avant of any
breach or anticipatory breach of the oh[igalfons set out in clauses 3. and.5.
7.
Warranty and undertaking
7.4
W$rranty as fo rlrle
Tlr~ Shareholder Warrants, represents end undertakes to each of CRW acid Dixons chat each
of fhe Restrlcled Shares are beneficially owned by it, free from all Encumbrances, and (hat
9mr~iedlately following Admission i(vuill have full power; cspacliy and guthorlky to perform the
obligations under this P4q~oement in respect aF Ehe Resti~fcled Shares:
7.2
UnderteJ(ing
7ho Shareholder undertakes to each of CPW and Dlxons that if any of the Restricted Shares
are registered in the name o(any plher person, it shall procure Ihat such porgari compffes with
the obliaalions o6 the Shareholder utider`ihls Agreement as ff it were a party fo this Agreerrient.
a.
Dealing restrEctlons
The praVisions of this Agreement are wlihouf prejudice to any abligallons which the
Shareholder may have item_ t(ma to time as a pfrec[or'or employee of CPW pursuant to the
UKLA Rules ar the Model Code.and as.a shareholder under FSMA:and the Crlminal Jusflae
Act 1993.
~J.
Geriera{
9.1
Entire agr~emenf '
This Agreement seEs out the entire agreement and understanding befweeh the parties in
respect of the subject maUer of Ihls Agreement,
9.2
Asslgnmenf
7tils ,mac reemont shall be binding upon and entlrafor tlio benefit of the suc~sssbrs fn f[tla of the
Sharahald~C but shall not ~e assignable by the S1iar~holder without the prEor written consent of
each of the other pa~fes,
9,3
V~rlaUon
No purported.variafic~n of fhfs Ag~eemont sha1~ 6e effect{ve uhless It IS In wtiting. and signed by
or on behalf of each of the parties..
9.4
m~ar~~ir~
To the extent that any provision of this Agreement is found by any court ar competent authority
to b$ inValld; unlawful or unenivrceabie.ln. any juiisdfcilan,_that provision shall be deemed not
to ba a part of this Agreement, iC shall not affect the enForceabllity aF 1h~ remainder of tEiis
Agreement nor shall it affect. the VaQdily, lawfulness nr entorceatsSfity oP that provfalorl ~n any.
other ju~rstlic[ton.
9.b
Releases anctwalveYS
{a)
Any parry may, in whole or 1n part, release,. carnpound, compromise, waive or
postpone, in its a~solule dlscretlon, any Lability owed to It or right granted ta.it (n this
~1gre6ment by any ofh~r`party br parEies withouk in`any way prejudtc(ng or affecting ifs
rlghls in respect of.thet or any dlher IIab111Ey or right not so releaseii, compounded,
compromised, waived or postponed.
fib)
9.6
No single ar partial .exercise, or failure or delay In exercising any 'right, power or
remedy by any party shall constifule a waiver by that party off, or impair or:preclud~ any
further exercise of,that or aiiy light, power or remedy arising undeP this Agresmenl or
ptherwfse.
Further assurance
Each party shall execute such documents and take such steps. as the other party may
reasonab{y requlro. Eo fullil the..provislons of and fa glye to eaph party the fu11 benefit at phis
Agreement.
9.7
~.8
9.9
Counterparts
(a)
This Agreement may.6e executed ire any n~mbor of couijterpa~ts and by tho parties on
separate counterparts, which may include fixed copies but shaE[ not be sffeGtive unlit
each patly.has executed at least one counterpart.
(b)
each counterpart, :when executed, shall ,be an original of this Agreement and .all
counterparts.shell togol~ier constitute one Instrument,
cenifdenual!(y
(~j
Except 'as refereed to in :sub=clause {b) below, each party _shall meat as slrioily
canfidenllal .all Informallon received or obtained as a result of enteNng into. w
performin~ Ih~s Agreem~n# which relates to the provisions or subject matter of`thlS
Agreement, to.eny other parry arlhe negotlatians relating to khEs Agreem~nf.
(b)
Any party may disclose Information which would otherwise be confidential if an8 to the
extent:
(i)
it :Is required to de sp by law or any s~curltles exchange or regulatory br
governmental body to which it is subjeot wherevei situeEsd;
((i)
It consitlers ft necessary to dlsclase the informakion to its professional
adylsers, auditors and bankers provided that It,doos so an.a confidentfal_basSs;
(lit)
the information has.cgme into the pub1~ domain through na Fault of that pa~.ty;
or'
(iv)
eaoh party to whom it relates: has given its:consent in~wrlting.
Fhiraf Parties AcE
The parlles to this Agreement dp:nat Intend that aoy of its terms will be enforceable by yirEue of
the Contracts (Rights of Third Parties) Act 1999 by any person. not a pasty to it.
14.
Notices
10.1
Form of Notice
Any notice to a party under this Agreement shall be in writing slgrted by .or on behalf of tho
party giving (t and shag, unless delivered to a party personally, be fei# at, or sent by prepaid first
class post, prepaid recorded delivery to the address of the party as sot out at the front of this
Agreement or as olherwlse natitied fn writing from Elme.to #Imo.
90.2
Deemed serulce
Except as referred to in sub-c}au5e 1~.8,a not'ica shall be deemetl to havo bean seryad:
(a)
at lhe.iime of doliyery Ef delivered personally; and
(b)
48 hours after post€ng in ilie case of an adtlress In the Unlletl Kingdom and 96 hours
after posting €or any other ~ddross.
If Ebe deemed time of service Is nqt during normal business hours 1n the country of reae[pl, tha
notice -shall .be deemed served at the opening of business on the next business day of th~l
co~~try.
10,3
~ExcepfTons
The. deemed service prpvisians sei out.in sub-clause 1D.2 do oat apply io a:notice seryed:by
`post, If {here Is a nallon~l or tacal suspensCon, curtailment or disruption of poshaf sei~vfces
welch affects the collection of .the noliae dr is -such tHat the nottae cahnat reasonably be
expected ~to be deNvered wllhin ~48 hours or 96 haute (as.epproprlate) atterposting:
~[O.a
Praofofservice
In.ptoving service it will be sufficle~t to prove:
10.6.
{a)
in.the case of personal se~vfce, that it was landed to the. party or:dellvered to or left in
an appropriate piece for receipt of tatters at its address; and
(b)
in the case of a letter sent by post; that ltie letter was prapsrly addressed, stamped
and posted.
Delayfngr s~rvTc~
A party shall not attempt ~o prevent or delay the servfco an it of a notice connected w1if~ tills
Agreement:
91.
Gov~rning law and jurisdictiah
'1'i.9
GoVerningllaw
This; Agreement and any dispute, claim or.obllgatlon (whether contractual or non-coni~sctual}
arising o~it of or in connection wllh It, its subject matter or formation shell be governed by
Englfsh.law.
11.2
JurfscfTcfJan
The parties Irrevocably agree that the Englls,h courts snail nave exclusive Jurlsd~cklon to settle
any dispute or cf8lrn (whether contractual or nan-contractual) prising out of or in connection
with this A~reemont, i(s subject matter or formation.
In`witness this A~reemenE-has been exeduted as a dead and delivered on the data. ~ppear~ng at.the
head of page 1.
0
81GN~D.as a DEED
by CftRPHON~ WAR[HOU8E GROUP )
PLC acting by
)
a director
In Ihe.presence o!:
)
-~
Director
S1gnslure.ot witness:
~~
Nornar
~,~~~ (-t$
Addrose:
C/O
l
r
1
~...~
t~o~~ty
Ocoupatlon:
~ ~"
S
i.~'~+'C~-- p~
StGNEa as a llEED
by DIXONS RETAIL PI.G
aclfng by
a director
In the.presenge of;
)
)"
)
)
~i~zii~ k~~t~{~1
Direolor
Slg~rahrre ofivlfness~~~~~~
/~
AddIeSS;
acupatlon; ~au[,~ ~o
,,'.
SIGNED as a b~ED
by NS~DR~A GISLE J003EN
in the presence of:
Sfgnalurb of w!lnessr ~~_
)
}
)
r
~
~i~-,.;i'L„_,,..,~ G,~•~.
`Na»te:`(jtjiYi~„tv1C,: K~~Of'IL,tn3f~2~?
Aaamss;laNKl.f~'rE,2S fit-(' ~ ~s~~. ~«~ ~S;P1;~~ ~ ~.~~~v~:.aJ
occupation:SUFIGt'CC~~Z,
10
F~~f 5~t~
Schedule
(deed'of adherorrce)
Thls died of.adherence:fs rnade oh [•)2~I~~] by(name]of[address](the °Covenantor")fn favour of
Carphone Warehouse Group plo, whose registered office is at Z Portal Way,.Landon W3 BFtS
("CP.W") and pixons .Retail. pic, Who$e ragister~d piflce fs at Maylands Avenge, Homel hlempstead,
Hertfordshire, HP2 7TG ("Dlxons'`) and. is suppfemental.lo the Lockln end orderly market,agreement
{the "Agreement"j dated ~. 2014 and madebetwaan (~} CPW (2)[~[xons and (3)[ShAreholderName].
Naw this deed wi4nesses as follows:
1:
The Covenantor hereUy confirms that It~has been suppUed with.a copyof the Agre@ment and
hereby irrevocably and_ un~ohdltlorially covenants with. and undertakes .ta each of CPW and
Dlxons td nbse'rve, pertorm end be b6und by all th'e terms ~f 1}ie Agreement as if It were. a
early thereto and named lhereln as tho Shareholder:
2.
'This Deed sha11 be ~averned by end construed in accordance wish Engilsh law.
i
In wiM~ss this heed has been executed as a dvcad and dollvered on the date first written above.
[lnserE appropriate execution cfause}
t
~xecuted,As a Deed
{b"ut not. delivered until the date
appearing
at fife head of page 1)
~~m~te~.
)
)
acting by:
)
~y t.~
•
~
Director
girector/Secretary
OR
Executed as a Deed
{but not delivered until ll~e dale
appearing at the head of page 'f)
by [o] 1.1Mited
acting 6y(.], a director
in the presence C,F:
Director
SlgnaLrre of wllness:
Name:
Address:
Occupatlort:
17
~~1:~
~Xecutsd as a Oee~i
(but not.delivered until the dale
appearing ~t the bead of page 1)
by[•] plc
acting ~y;
plrectar
Director/secret~~y
,'.T7
Executed as a Deed
(but not delivered until the date'
appearin~ of the dead of page 1)
liy[r] ptc
acting by.[•:], a dlreotor
In the pre5ehce af:
Dlfectar
Sl~rrafure of w!lness;
Name:
Address:
Occupuflon:
i]r
Executed as a Deed by
(but not iiellvered until the d8te
a~pearing ~t fhe head of page 1)
~y.~`]
In the.presence oi:
Sta+►ature of wlfnass;
Neitie:
address:
Occupaflon;
12