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march 22nd, 2013

algosaibi capital
doha qatar

21 March 2013.

Subject to contract

Dear Sir
Indicative proposal in connection with the acquisition of shares in Leeds City Holdings Limited
1. Recitals
Asset: LEEDS CITY HOLDINGS LIMITED
Vendor: GFH CAPITAL LIMITED
Purchaser: al gosaibi capital
The Purchaser, acting as principal in this matter, is pleased to make an indicative nonbinding proposal (Proposal) in connection with the acquisition of the shares or business
and assets of the Asset (hereinafter the Transaction).
2. Background to the Purchaser
al gosaibi is rich family in middle east, owner resort spa, oil gas, chemical, pharma, venture
capital. on deal day al gosaibi will choose company to officialise contract

3. Principal terms of the Transaction


Subject to the conditions set out below, the preliminary value for 80% of the issued and to
be issued share capital which the Purchaser is prepared to offer for the Asset is .31.000.000
In addition, the Purchaser is prepared to purchase shareholder loans held by the vendor up
to the value of to discuss par.
The consideration under the Proposal will be payable in full on completion of the
Transaction. The precise terms of the Transaction structure will be agreed in due course
but, for the avoidance of doubt, the consideration is intended to cover the satisfaction of
all liabilities, including transaction taxes.
4. Due Diligence and Exclusivity
The Purchaser will incur substantial costs in proceeding with due diligence investigations
and instructing advisers to draft and negotiate documents, which it would not do if it did
not have exclusive negotiating and due diligence rights for a reasonable period of time.
Accordingly, and subject as provided below, in consideration of such costs to be incurred
by the Purchaser, the Vendor agrees that until the earlier of (i) the date on which the
Purchaser and the Vendor mutually agree in writing that discussions between them in
relation to the Transaction have terminated and (ii) the date falling 100 days after the date
of signing by the Vendor of this letter:
a) it will forthwith discontinue (and will procure that all of the Vendors agents
and advisers forthwith discontinue) any discussions which it may currently
be having with any party (other than the Purchaser and its advisers) in
relation to the possible purchase or other direct or indirect acquisition or
investment by any party other than the Purchaser of any interest in the
ordinary equity capital or the business or assets of the Asset; and
b) the Vendor will (and will procure so far as it is able that all of the Vendors
agents and advisers will):
i.

ii.

neither engage in discussions with, nor solicit any party, nor provide any
information to any party (in each case, other than the Purchaser and its
advisers) in relation to any such purchase, investment or acquisition;
not take any action or enter into any agreement or arrangement with
any person which would or is reasonably likely to frustrate
consummation of the Transaction,

During the period of exclusivity, as provided for in this paragraph 4, the Purchaser shall be
entitled to carry out a full due diligence process covering financial, legal, HR and
commercial issues. A detailed due diligence request list will be submitted in due course,
but the Purchaser would require satisfaction of, without limitation, the following key
matters:
a) Financial

b)
c)
d)
e)
f)

Legal
Commercial
Football
HR
Property

5. Access
The Vendor will allow all reasonable access on reasonable notice during normal working
hours to the premises, relevant management, employees and advisers and to any
documents and information to enable the Purchaser to carry out a full due diligence
exercise prior to completion.
6. Further terms to the Proposal
The Proposal set out in this letter is subject to execution by the parties of a definitive
contract which will include, inter alia, warranties and indemnities to be given by the
Vendor as would be customary for a transaction such as this.
7. Costs
The Vendor and the Purchaser shall each pay their respective costs and expenses incurred
by them in connection with the negotiation, entering into and completion of legally binding
documents in relation to the Transaction.
8. Advisers
The Purchaser has in place a full suite of relevant advisers covering financial, legal, and
property matters necessary to close the Transaction.
9. Announcements and Confidentiality
The status and existence of our discussions relating to the Proposal are confidential. No
announcements whatsoever either formal or informal regarding the conduct or status of
the negotiations in respect of this Proposal will be made by either party unless it has first
obtained the written consent of the other, save as required by law or by any regulatory
body and shall only be made with prior consultation with the other party.
10. Status of this letter
The Vendor and the Purchaser agree that the Vendor are not now, and shall not be,
obliged to sell to the Purchaser and that the Purchaser is not now, and shall not be, obliged
to buy from the Vendor the whole or any part of the share capital or business and assets of
the Vendor unless and until a definitive contract has been duly authorised, executed and
delivered by the Vendor and the Purchaser respectively.
Further, while this letter intended to cover the principal terms of the Transaction, they are
not exhaustive. The Vendor and the Purchaser acknowledge that additional terms may be
agreed between them in the course of negotiations.

Accordingly, this letter (save for this paragraph and paragraphs 4 (Due Diligence and
Exclusivity), 5 (Access), 7 (Costs), 9 (Announcements and Confidentiality), 11 (Counterparts)
and 12 (Governing Law)) are subject to contract and do not and are not intended to create
a legally binding agreement between the Purchaser and the Vendor nor to give rise to any
liability.
The provisions of this paragraph and paragraphs 4 (Due Diligence and Exclusivity), 5
(Access), 7 (Costs), 9 (Announcements and Confidentiality), 11 (Counterparts) and 12
(Governing Law) are and are intended to be legally binding and are entered into in
consideration of the Purchaser and the Vendor agreeing to continue to proceed with the
Transaction contemplated by this letter and incurring expense in terms of management
time and professional and other costs.
11. Counterparts
This letter may be executed in any number of counterparts (which may be delivered as
signed by fax or scanned PDF), each of which, when executed and delivered, shall be an
original, and all the counterparts together shall constitute one and the same instrument.
12. Governing Law
The terms of this letter shall be governed by and construed in accordance with English law
and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England in
respect of any claim, dispute or difference arising out of or in connection with this letter
agreement.
13. Contacts
We would like to re-iterate our enthusiasm for pursuing this opportunity. Please contact
denzel clark discuss this further.

Yours sincerely
For and on behalf of

Al Gosaibi capital West Bay P.O. Box 22071 Doha 8299 Qatar