Share Purchase Agreement - Satyam Infoway Ltd. and IndiaWorld Communications Private Ltd.
Share Purchase AGREEMENT
This AGREEMENT is made on the 30th day of June, 2000 by and between:
(1) MR. RAJESH JAIN son of MR. CHANDANMAL JAIN residing at C-51 Siddhartha
Building, 21, Nepean Sea Road, Mumbai - 400 036; and
(2) MS. BHAVANA R JAIN wife of MR. RAJESH JAIN residing at C-51 Siddhartha
Building, 21, Nepean Sea Road, Mumbai - 400 036; and
(3) C.M. JAIN IMPEX AND INVESTMENTS PRIVATE LIMITED a private company
incorporated under the Companies Act, 1956 and having its registered office
at 304, Tulsiani Chambers, 212, Nariman Point, Mumbai - 400 021.
who are shareholders of IndiaWorld Communications Private Limited described
hereinafter, and whose names and details of shareholding in the company are
given in Schedule 1 hereto (all of whom are hereinafter collectively referred to
as the "Vendors" and individually referred to as a "Vendor") of the First Part;
(4) SATYAM INFOWAY LIMITED, a public company within the meaning of the
Companies Act, 1956 (1 of 1956) having its registered office at II Floor,
1-8-303/36, Mayfair Centre, S.P. Road, Secunderabad 500 003 (hereinafter
referred to as the "Purchaser") of the Second Part; and
(5) INDIAWORLD COMMUNICATIONS PRIVATE LIMITED, a private company within the
meaning of the Companies Act, 1956 (1 of 1956) and having its registered
office at 304 Tulsiani Chambers, 212 Nariman Point, Mumbai - 400 021, India
(hereinafter referred to as the "Company") of the Third Part.
WHEREAS:
(A). The parties have signed an agreement dated 29 November 1999 titled
"Agreement for Option to Purchase Shares" (hereinafter the "Option Agreement")
where under the Purchaser has acquired an option to purchase from the Vendors
1,51,000 equity shares of Rs.10 each held by the Vendors in the Company for the
consideration and on the terms and conditions contained in the said Option
Agreement;
(B). Subject to the terms and conditions contained in the Option Agreement the
Purchaser is entitled to acquire from the Vendors the said 1,51,000 shares in
the Company at any time till 30 September 2000 for an aggregate consideration of
Rs.376,74,00,000;
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376,74,00,000 (Rupees Three hundred seventy six crores Seventy four lacs);
(C). The Vendors have desired that the consideration for the sale of the
1,51,000 shares in the Company be partly paid and discharged by issue and
allotment of shares to the Vendors in the Purchaser and the Purchaser has agreed
to the same;
NOW THIS AGREEMENT WITNESSETH as under:
1. In modification of the terms of the Option Agreement dated 29 November 1999
the Vendors and the Purchaser agree that the aggregate consideration
payable by the Purchaser to the Vendors for sale and transfer of 1,51,000
shares held by the Vendor in the Company viz. Rs.376,74,00,000 shall be
paid and discharged by the Purchaser to the Vendors in the following
manner:
(a). Rs.51,31,00,000 adjusted against the earnest money paid in terms of
the Option Agreement;
(b). Rs.110 crores (rounded off to the nearest rupee) to be paid by issue
and allotment to the Vendors of 2,68,500 equity shares in the Purchaser of
Rs.10 each at premium of Rs.4,086.64 (the value calculated at Rs.4,096.64
per share being the equivalent in Indian Rupees of the value of four ADRs
of SIFY in NASDAQ at the end of business on Friday the 23rd June 2000
converted at the US Dollar to Rupees rate equivalent at that time). These
shares will be issued and allotted to the three vendors on or before 11th
July 2000 in the following manner:
(i) RAJESH JAIN 2,630 equity shares in the Company
(ii) MS. BHAVANA R JAIN 2,630 equity shares in the Company
(iii) C.M. JAIN IMPEX AND INVESTMENTS
PRIVATE LIMITED 2,63,240 equity shares in the Company
(c) The balance Rs 215.43 crores shall be paid and discharged by payments
as follows:
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(i) C.M. JAIN IMPEX AND INVESTMENTS PRIVATE LIMITED: Rs.215.43
crores by demand draft.
2. The terms and conditions contained in the Option Agreement shall be binding
and enforceable in all respects subject only to the modifications contained
in this Agreement. The issue and allotment in favour of the Vendors of the
shares in the Purchaser mentioned in clause 1 (a) above shall be completed
at the time of completion in terms of clause 5 of the Option Agreement.
IN WITNESS WHEREOF, the parties have signed and executed this Agreement on the
date first above mentioned.
SIGNED AND DELIVERED BY:
1. MR. RAJESH JAIN
2. MS. BHAVANA R JAIN
3. C.M. JAIN IMPEX AND
INVESTMENTS PRIVATE LIMITED
by the hand of its Director,
Mr. C.M. Jain the Vendors
within Named in the presence
SIGNED AND DELIVERED BY
On behalf of SATYAM
INFOWAY LIMITED,
the Purchaser within named
by the hand of its duly
authorised official in
the presence of
SIGNED AND DELIVERED BY
On behalf of India World Communication
Private Limited
the Company within named,
by the hand of C.M. Jain
its Director in the
presence of
SIGNED AND DELIVERED BY
1. Mr. Rajesh Jain
2. Mr. Chandanmal Jain
3. Ms. Pushpa C. Jain
Directors of INDIA WORLD
COMMUNICATIONS PRIVATE
LIMITED in the prsence of