Pennsylvania
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001-14818
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25-1111467
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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Emerging growth company
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o
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Shareholders’ Agreement, dated July 2, 2018, among Hermes Fund Managers Limited, BT Pension Scheme Trustees Limited, in its capacity as trustee for and on behalf of the BT Pension Scheme, Federated Holdings (UK) II Limited, and Federated Investors, Inc.
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Put and Call Option Deed, dated July 2, 2018, among BT Pension Scheme Trustees Limited, in its capacity as trustee for and on behalf of the BT Pension Scheme, Federated Holdings (UK) II Limited, and Federated Investors, Inc.
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Amendment No. 1 to Third Amended and Restated Credit Agreement, dated July 1, 2018, by and among Federated Investors, Inc., each of the guarantors (as defined in the Third Amended and Restated Credit Agreement, the lenders (as defined in the Third Amended and Restated Credit Agreement, and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the lenders.
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Press Release issued by Federated Investors, Inc., dated July 2, 2018
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FEDERATED INVESTORS, INC.
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(REGISTRANT)
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Date:
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July 2, 2018
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By:
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/s/ Thomas R. Donahue
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Thomas R. Donahue
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Chief Financial Officer
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EXECUTION VERSION
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SHAREHOLDERS' AGREEMENT
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DATED 2 JULY 2018
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BT PENSION SCHEME
TRUSTEES LIMITED
as trustee for and on behalf of the BT PENSION SCHEME
and
FEDERATED INVESTORS, INC.
and
HERMES FUND MANAGERS LIMITED
and
FEDERATED HOLDINGS (UK) II LIMITED
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Allen & Overy LLP
0122421-0000002 CO:33052312.2
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1.
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Definitions and Interpretation 3
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2.
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Business and Objectives 4
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3.
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Effectiveness of this Agreement 5
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4.
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Compliance with and Precedence of this Agreement 5
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5.
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Board Composition and Corporate Governance 5
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6.
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Management and Decision Making 9
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7.
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Conflict of Interests 10
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8.
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Budgets and Dividend Policy 11
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9.
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Information Rights 12
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10.
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Other Continuing Obligations of the Company 13
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11.
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Funding and Issues of Securities 14
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12.
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Rights Offers 15
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13.
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Restrictions on Disposal 17
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14.
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General Provisions Relating to Issue and Transfer of Shares 18
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15.
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Prohibited Activities 18
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16.
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Warranties 19
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17.
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Anti-Corruption 19
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18.
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Term and Termination 20
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19.
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Confidentiality 20
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20.
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Tax Matters 22
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21.
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Notices 22
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22.
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Payments 24
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23.
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General 24
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24.
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Governing law and Jurisdiction 26
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1.
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Capital Structure 28
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2.
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Board Meetings 29
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3.
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Shareholder Meetings 31
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4.
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Reserved Matters 32
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Part 1
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Matters Requiring Shareholder Approval 32
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5.
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Information Rights 35
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Part 1
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Accounts and periodic accounting 35
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Part 2
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Other Information 35
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6.
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Form of Deed of Adherence 37
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0122421-0000002 CO:33052312.2
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2
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7.
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ESG Principles 39
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8.
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Definitions and Interpretation 40
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1.
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Constitution 52
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2.
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Initial Budget 53
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3.
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New LTIP and share incentive plan 54
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(1)
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HERMES FUND MANAGERS LIMITED
a company incorporated in England & Wales (registered number 01661776) whose registered office is at Sixth Floor, 150 Cheapside, London, England, EC2V 6ET (the
Company
);
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(2)
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BT PENSION SCHEME
TRUSTEES LIMITED
incorporated in England & Wales with registered number 06009363 and which has its registered office at One America Square, 17 Crosswall, London, England, EC3N 2LB in its capacity as trustee for and on behalf of the BT Pension Scheme (the
Scheme
) which is governed by a deed and rules dated 5 April 2016 (as amended) (
BTPS
);
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(3)
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FEDERATED HOLDINGS (UK) II LIMITED
(registered in England under registered number 11227851) whose registered office is at 5th Floor One New Change, London, United Kingdom, EC4M 9AF (
Federated
);
and
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(4)
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FEDERATED INVESTORS, INC.
a company incorporated in the Commonwealth of Pennsylvania, USA (
FII
,
and together with Federated, the
Federated Parties
(which expression shall mean either or both of FII and Federated, as applicable)).
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(A)
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Hermes Fund Managers Limited is a private limited company incorporated in England with registered number 01661776.
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(B)
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With effect from the Effective Date, the capital structure of the Company will be as set out in Schedule 1.
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(C)
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The parties have agreed that the Group is to be owned, controlled, managed and financed on the terms set out in this agreement.
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(D)
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FII is the Ultimate Holding Company of Federated and has agreed to the direct obligations to the other parties to this agreement on the terms set out in this agreement.
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(E)
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In consideration of the mutual promises of each of the parties and the contributions they undertake to make to the Business, the parties agree to enter into this agreement to govern their relationships.
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0122421-0000002 CO:33052312.2
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3
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1.
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DEFINITIONS AND INTERPRETATION
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1.1
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In addition to terms defined elsewhere in this agreement, the definitions and other provisions in Schedule 8 apply throughout this agreement, unless the contrary intention appears.
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1.2
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In this agreement, unless the contrary intention appears, a reference to a clause, subclause, paragraph, or schedule is a reference to a clause, subclause, paragraph, or schedule of or to this agreement. The schedules form part of this agreement.
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1.3
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The headings in this agreement do not affect its interpretation.
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2.
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BUSINESS AND OBJECTIVES
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2.1
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Business
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(a)
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The parties agree that the Group is to own and carry on the Business and the Company must not and must procure that each other Group Company does not carry on any other business that is outside the scope or nature of the Business, unless otherwise approved by the Shareholders under clause 6.3.
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(b)
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For the avoidance of doubt, the parties agree that the Group shall not cease a principal line of its Business and shall not undertake a Material Business Acquisition or Material Business Disposal, unless otherwise approved by the Shareholders under clause 6.3.
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2.2
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Objectives
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(a)
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to be a vehicle of Federated and its Affiliates to own and carry on the Business;
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(b)
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to maximise the value of the Shares for the benefit of all Shareholders; and
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(c)
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to carry on the Business in accordance with ESG Principles.
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2.3
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Development of the Business
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2.4
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Distribution of products
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(a)
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FII shall procure that its distribution subsidiaries shall act as distributors of the services and products of the Group on the terms of the Federated Distribution Agreements.
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(b)
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The Group shall act as distributors of the services and products of FII and its subsidiaries on the terms of the Hermes Distribution Agreements.
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(c)
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The Federated Distribution Agreements and the Hermes Distribution Agreements, and any subsequent variations or amendments to or termination of such Federated Distribution Agreements or Hermes Distribution Agreements, shall be entered into on market standard and arm's length terms. Any Federated Distribution Agreements or Hermes Distribution Agreements not entered into in the ordinary course of business and on arm's length terms, and any subsequent variations or amendments to or termination
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0122421-0000002 CO:33052312.2
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4
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2.5
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Management and control of the Company
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2.6
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Brand
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3.
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EFFECTIVENESS OF THIS AGREEMENT
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4.
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COMPLIANCE WITH AND PRECEDENCE OF THIS AGREEMENT
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4.1
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Adoption of Constitution
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4.2
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General undertaking
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4.3
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Agreement prevails over Constitution
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4.4
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Amendments to Constitution
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4.5
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Company exclusion
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0122421-0000002 CO:33052312.2
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5
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5.
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BOARD COMPOSITION AND CORPORATE GOVERNANCE
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5.1
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Board Composition
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(a)
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The Board shall comprise a maximum of thirteen Directors.
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(b)
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BTPS may from time to time appoint and remove one Director (the
BTPS Nominated Director
).
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(c)
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The Federated Parties may from time to time appoint and remove up to seven Directors (the
Federated Nominated Directors
).
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(d)
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The Federated Parties may from time to time appoint and remove one management representative as a Director (it being understood that initially such management representative will be Harriet Steel).
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(e)
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The Chief Executive Officer shall be a Director.
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(f)
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Three Independent Directors shall be appointed and removed from time to time by the Federated Parties.
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5.2
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Removal of Directors
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(a)
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Despite any other provision of this agreement, a person will be automatically removed as a Director if the person is, or becomes, ineligible to be a Director under any applicable law, rule or regulation, or any provision of the Constitution.
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(b)
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Despite any other provision of this agreement, a Federated Nominated Director or the BTPS Nominated Director (as the case may be) will be automatically removed as a Director if:
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(i)
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the Nominated Director's Appointer (and its Permitted Transferees, if any) cease to hold any Shares; or
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(ii)
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the number of Nominated Directors appointed by that person's Appointer (and its Permitted Transferees, if any) exceeds the number of Nominated Directors that the Appointer is entitled to appoint under clause 5.1, in which case such number of Nominated Directors of that Appointer will be automatically removed from office (on a last in, first out basis) as is necessary to ensure that the number of Nominated Directors appointed by that Appointer equals the number of Nominated Directors that Appointer is entitled to appoint under clause 5.1.
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(c)
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Subject to clauses 5.2(a) and 5.2(b):
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(i)
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only BTPS may remove a Director appointed by it under clause 5.1(b); and
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(ii)
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only the Federated Parties may remove a Director appointed by them under clauses 5.1(c) and 5.1(d),
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(d)
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The Shareholder removing a Federated Nominated Director or BTPS Nominated Director (as the case may be) under this clause 5 must indemnify the Company against any Loss arising as a result of that Nominated Director's removal from office.
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0122421-0000002 CO:33052312.2
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6
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5.3
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Independent Directors
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(a)
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Independent Directors, who shall be appointed and removed from time to time by the Federated Parties, must fulfil the following criteria:
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(i)
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they have experience of the fund management industry; and
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(ii)
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at the time of their appointment, and for the previous three years, they are not a shareholder in, employee, director or officer of any Shareholder or members of their group and do not provide services to any Shareholder or members of their group or any Group Company.
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5.4
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Initial Directors
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5.5
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Process for subsequent appointment and removal of Nominated Directors
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5.6
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Chairman
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0122421-0000002 CO:33052312.2
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7
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5.7
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Alternate Directors
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(a)
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appoint a person approved by the Director's Appointor to be their alternate Director, or in the case of any Director appointed by the Board, appoint a person approved by the Board to be their alternate Director; and
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(b)
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remove a person appointed as their alternate Director.
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5.8
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Directors of other Group Companies
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5.9
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Board meetings
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5.10
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Board committees
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(a)
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The Board shall have an Audit Committee and a Risk and Compliance Committee and shall be entitled to constitute any additional committees, and dissolve any committees (including the following committees), from time to time. The Federated Parties shall have the right to appoint a majority of the persons appointed to each such committee (including the Audit Committee and the Risk and Compliance Committee) and the chairman of each committee, provided that at least one Independent Director is appointed to each such committee and the chairman of each committee shall be an Independent Director.
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(b)
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The initial chairman of the Audit Committee with effect from the Effective Date shall be David Watson.
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(c)
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The initial chairman of the Risk and Compliance Committee with effect from the Effective Date shall be Sally James.
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5.11
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Policies apply to all Group Companies
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5.12
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Fees and expenses of Directors
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(a)
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Each Independent Director is entitled to such remuneration, fees and benefits from a Group Company as may be approved by the Board.
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(b)
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The Company must reimburse the Independent Directors in respect of all expenses reasonably incurred by them in connection with the proper performance of their duties as a Director.
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(c)
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None of the other Directors shall be paid any remuneration or expenses (or, in the case of an employee of the Company, additional remuneration or expenses) for acting as a Director.
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0122421-0000002 CO:33052312.2
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8
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5.13
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Shareholder meetings
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6.
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MANAGEMENT AND DECISION MAKING
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6.1
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Board responsibilities and obligations
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(a)
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oversee the overall strategic direction of the Company and the Company's internal controls;
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(b)
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endeavour to ensure that the business of the Company is managed in accordance with this agreement; and
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(c)
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make or provide input on decisions which are not part of the day to day management of the Company as necessary.
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6.2
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Board shall appoint Chief Executive Officer
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(a)
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The Board shall, after consultation with the Federated Parties and BTPS, appoint a Chief Executive Officer of the Company who must report to the Board. Subject to any applicable law, rule or regulation, the Board also may remove and replace the Chief Executive Officer of the Company.
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(b)
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The initial Chief Executive Officer of the Company with effect from the Effective Date shall be Saker Nusseibeh.
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6.3
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Matters requiring Shareholder Approval
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6.4
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Manner of giving Shareholder Approval
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(a)
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notice in writing executed by or on behalf of that Shareholder; or
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(b)
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the affirmative vote of that Shareholder at a general meeting of the Shareholders,
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6.5
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Matters in relation to which a Shareholder has an Interest
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0122421-0000002 CO:33052312.2
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9
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7.
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CONFLICT OF INTERESTS
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7.1
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Directors' Interests and voting rights
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(a)
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unless the Director has already given a general notice of his Interest in accordance with relevant law, the Director must without delay declare the Interest by giving written notice to each other Director setting out the nature and extent of the Interest and the relation of the Interest to the affairs of the Company or the Business; and
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(b)
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so long as the Director complies with clause 7.1(a) but subject to clause 7.2 and clause 7.3, the Director:
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(i)
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is entitled to attend or participate in any discussion on matters that relate to the Interest;
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(ii)
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is entitled to receive all information and advice received by the other Directors on matters that relate to the Interest;
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(iii)
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is entitled to vote (and be counted in a quorum at a meeting) on matters that relate to the Interest; and
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(iv)
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is entitled to retain benefits under any transaction relating to the Interest and the Company cannot avoid any such transaction merely because of the existence of the Interest.
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7.2
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Conflict between Interests and Company rights
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7.3
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Shareholder Interests and Directors' voting rights
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(a)
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any Group Company enforcing rights under or taking any action against a Shareholder (or a member of its group) in relation to any matter arising under any Transaction Document or any subsequent agreement entered into between any Group Company and a Shareholder (or a member of its group);
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(b)
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any Group Company defending itself against any action taken against it by a Shareholder (or a member of its group);
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0122421-0000002 CO:33052312.2
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10
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(c)
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any Group Company taking any action against a Director appointed by a Shareholder in relation to any (or any alleged) breach of duty by that Director; or
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(d)
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any Group Company defending itself against any action taken against it by a Director appointed by a Shareholder,
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(e)
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are entitled to attend the initial part of the meeting with the sole purpose of expressing their views on that matter before it is discussed on the merits amongst the other Directors;
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(f)
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are not entitled to attend or participate in any further discussion of that matter;
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(g)
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are not entitled to receive information or advice received by the Company on that matter; and
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(h)
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are not entitled to vote (or be counted in the quorum at a meeting) in relation to that matter.
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7.4
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Specific interests of a Director
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(a)
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The parties agree that a Director is authorised and permitted to, notwithstanding his office, have an Interest arising from any duty he or she may owe to (whether as a result of being appointed by a Shareholder or otherwise), or Interest he or she may have as an employee, director, trustee, member, partner, officer or representative of, or a consultant to, or direct or indirect investor (including by virtue of a carried interest, remuneration or incentive arrangements or the holding of securities) in, a Shareholder and/or its Affiliates. Any such Interests are deemed approved.
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(b)
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Any other Interests of the Federated Nominated Directors and the BTPS Nominated Director shall be declared at the first board meeting of the Company on or following the Effective Date and the Constitution shall reflect that such potential conflicts of Interests are approved by the Company's shareholders.
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8.
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BUDGETS AND DIVIDEND POLICY
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8.1
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Initial Budget / Status of Budgets
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8.2
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Subsequent Budgets
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(a)
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The Company must procure that the Chief Executive Officer prepares and submits to the Board each year, for its consideration and approval, a draft Budget for the next Financial Year.
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0122421-0000002 CO:33052312.2
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11
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(b)
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The Budget for a Financial Year must include:
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(i)
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an operating budget for the Group setting out for each calendar month in that Financial Year projected revenue, operating expenditure, capital expenditure and working capital requirements;
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(ii)
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a cash flow and regulatory capital forecast for the Group for each quarter in that Financial Year and a projected consolidated balance sheet for the Group as at the end of such quarter;
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(iii)
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a report on the Group's performance during the current Financial Year; and
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(iv)
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such other information as the Board requires from time to time.
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(c)
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The Budget submitted to the Board in respect of a Financial Year will not become the Budget for that period unless and until it has received approval of the Board. The Board must in good faith use all reasonable endeavours to approve the Budget.
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8.3
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Company dividend policy
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(a)
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Subject to clause 8.3(b):
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(i)
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the Dividend policy of the Company will be as agreed by the Board from time to time; and
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(ii)
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the Dividend policy of each other Group Company will be as agreed by the relevant board of directors from time to time.
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(b)
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The Board or the relevant board of directors of any other Group Company may decide that a Dividend is payable only if:
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(i)
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the Dividend is not prohibited by statute or the general law;
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(ii)
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the Board determines that the Dividend is not likely to result at any time in the regulatory capital of the Group being below the Regulatory Capital Target Amount; and
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(iii)
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when making its determination, it takes into account the Budget, working capital requirements, debt repayment obligations and operational requirements of the relevant Group Company, and any other facts or circumstances the Board or the relevant board of directors of such other Group Company (as applicable) deems relevant.
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9.
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INFORMATION RIGHTS
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9.1
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Accounts and periodic reporting
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(a)
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maintain accurate and complete accounting and other financial records in accordance with all applicable laws; and
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(b)
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prepare the accounts and reports set out in the first column of the table in Part 1 of Schedule 5 and provide copies of those accounts and reports to each Shareholder as soon as they are available and in any event within the period specified in the second column of the table in Part 1 of Schedule 5.
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0122421-0000002 CO:33052312.2
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12
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9.2
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Other information to be provided
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9.3
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Access to books, records and other information
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(a)
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Subject to clause 9.4, the Company must give each Shareholder and each Nominated Director and their advisors (without prejudice to any rights they may have under applicable law) reasonable access (subject to the confidentiality obligations contained herein) on reasonable notice as reasonably required or in connection with the exercise of their rights under this agreement, the SPA or the Put and Call Option Deed to:
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(i)
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review and take copies of documents relating to any Group Company, including the statutory registers and all accounting and other financial records; and
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(ii)
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discuss the affairs, finances, accounts and any enquiries in respect of the information provided pursuant to clauses 9.1 and/or 9.2 in relation to each Group Company with the relevant responsible officer, any person who reports directly to that officer and the auditor of the relevant Group Company.
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9.4
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Exceptions to Shareholder access rights
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(a)
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constitute a breach by any Group Company of any obligation of confidentiality owed to a third party or imposed by law; or
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(b)
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materially disrupt, or have a material adverse effect on, the business or operations of any Group Company.
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9.5
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Disclosure of information
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10.
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OTHER CONTINUING OBLIGATIONS OF THE COMPANY
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10.1
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Compliance
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10.2
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Insurance
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0122421-0000002 CO:33052312.2
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13
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(a)
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The Company must keep insured, and must procure that each other Group Company keeps insured, at all times with a reputable insurer:
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(i)
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all its assets against such risks and in such manner and to such extent as accords with good commercial practice with regard to assets of the same kind in comparable circumstances;
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(ii)
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itself in respect of any accident, damage, injury, third party loss, loss of profits and other risks and to such an extent as accords with good commercial practice with regard to a business of the same kind as that of the relevant Group Company; and
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(iii)
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to the extent permitted by law (but subject to such reasonable exclusions and limitations as may be approved by the Board), its directors and officers against any liability incurred by them in the lawful performance of their duties, on terms approved by the Board.
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(b)
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The Company must procure that its insurance policies are reviewed by its insurance brokers at least once every year and that all reasonable recommendations made by its brokers in relation to such policies are complied with, unless the Board decides otherwise.
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10.3
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Anti-Corruption Policies
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11.
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FUNDING AND ISSUES OF SECURITIES
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11.1
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The Shareholders intend that the Company will be self-financing without further recourse to Shareholders.
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11.2
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However, if, notwithstanding clause 11.1, the Board determines that the Company requires further funding in order to maintain its Regulatory Capital Target Amount the Company shall notify the Shareholders of that fact with a detailed explanation, the amount of funding required and the date by which the funding is required (being a minimum of fifteen Business Days from the date of the notice). The issue shall be subject to clause 12 and the Federated Parties shall apply for their full Rights Entitlement and all Offer Shares to be issued. BTPS may elect not to provide its pro rata share of the funding, in which case the whole of such funding shall be provided by the Federated Parties, all such Shares shall be issued to Federated and BTPS's equity interest in the Company shall be diluted accordingly. Each Shareholder agrees to exercise all of its rights (as necessary) to approve any such allotment and issue of Shares made pursuant to this clause 11.2.
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11.3
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Any such subscription of Shares shall, unless agreed between Federated and BTPS or, failing any such agreement within 10 Business Days of the date of the notice from the Company to the Shareholders under clause 11.2, be undertaken at the "Fair Value" (without any discount) as determined by the independent valuer by applying the valuation principles and following the process, methodology and assumptions as are set out in Schedule 4 of the Put and Call Option Deed.
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11.4
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If the Board determines that the Company requires emergency funding and there is insufficient time to determine fair value in accordance with clause 11.3, the funding shall, unless otherwise agreed between Federated and BTPS, be provided by way of a subscription of Shares, and the parties shall procure that the process to agree or determine fair value in accordance with clause 11.3 is undertaken as soon as practicable following such subscription and any necessary transfers between BTPS and the Federated Parties at no cost or further issues are made so that BTPS and the Federated Parties are in the same
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0122421-0000002 CO:33052312.2
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14
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11.5
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If the Board determines that additional, non-ordinary course capital is required by the Company, any funding shall be provided by a subscription for Ordinary Shares at the "Fair Value" (without any discount) as agreed between Federated and BTPS or, failing any such agreement within 10 Business Days of the date of any notice from the Company to the Shareholders under this clause 11.5, as determined by the independent valuer by applying the valuation principles and following the process, methodology and assumptions as are set out in Schedule 4 of the Put and Call Option Deed and otherwise on such terms as may be agreed by the Shareholders.
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11.6
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Any issue of Shares under clauses 11.2, 11.4 or 11.5 shall be subject to clause 12.
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11.7
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Other than the obligations of the Shareholders in clause 11.2, no Shareholder is obliged to:
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(a)
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contribute any funds to any Group Company; or
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(b)
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give any security or provide any guarantee on behalf or for the benefit of any Group Company.
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11.8
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Restrictions on issues of Securities
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(a)
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is pursuant to clause 11.2, 11.4, 11.5; or
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(b)
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is pursuant to clause 11.9; or
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(c)
|
has received Shareholder Approval and is made in accordance with the rights offer process set out in clause 12.
|
11.9
|
Incentivisation of employees
|
12.
|
RIGHTS OFFERS
|
12.1
|
Rights offer notice
|
(a)
|
specify the aggregate number of Shares the Company proposes to offer for subscription (the
Offer Shares
), the issue price per Share (the
Offer Price
) and any other terms and conditions of the issue (the
Offer Terms
);
|
|
||
0122421-0000002 CO:33052312.2
|
15
|
|
|
(b)
|
state that, subject to the provisions of this agreement, each Shareholder is entitled to subscribe for its Equity Proportion of the total number of Offer Shares at the Offer Price and on the Offer Terms (
Rights Entitlement
);
|
(c)
|
confirm the number of Offer Shares in the Shareholder's Rights Entitlement;
|
(d)
|
specify the period for which the offer is open, which must be at least five Business Days (the
Offer Period
);
|
(e)
|
state that the Shareholder may apply for more Offer Shares than its Rights Entitlement and will be liable to subscribe for up to the number of Offer Shares applied for if other Shareholders do not take up their full Rights Entitlement;
|
(f)
|
invite the Shareholder to apply for Offer Shares by giving written notice to the Company no later than 5.00 pm on the last day of the Offer Period, stating the number of Offer Shares for which the Shareholder wishes to subscribe (which may be greater than, equal to or less than the Shareholder's Rights Entitlement);
|
(g)
|
the proposed date for completion of the issue of the Offer Shares, which must be at least five Business Days and no more than ten Business Days after expiry of the Offer Period (the
Offer Closing Date
); and
|
(h)
|
not be revoked unless otherwise decided by the Board.
|
12.2
|
Allocation of Offer Shares
|
(a)
|
Each Shareholder that applies for Offer Shares in accordance with the provisions of this agreement and the terms of the Offer Notice (a
Subscribing Shareholder
) will be issued the number of Offer Shares calculated under this clause 12.2.
|
(b)
|
If the total number of Offer Shares applied for by all Subscribing Shareholders is less than or equal to the total number of Offer Shares, the Company must issue to each Subscribing Shareholder the number of Offer Shares that it applied for.
|
(c)
|
If the total number of Offer Shares applied for by all Subscribing Shareholders is more than the total number of Offer Shares, the Company must issue all of the Offer Shares to the Subscribing Shareholders, so far as practicable, in proportion to the number of Shares then held by them but so that no Subscribing Shareholder will be issued more Offer Shares than it applied for.
|
(d)
|
A Shareholder that does not apply in writing for any Offer Shares within the Offer Period is not entitled to subscribe for any Offer Shares.
|
12.3
|
Notice of outcome of rights offer process
|
(a)
|
the number of Offer Shares to be issued to that Subscribing Shareholder (the
Subscription Shares
) calculated under clause 12.2; and
|
(b)
|
the subscription price payable by that Subscribing Shareholder for its Subscription Shares.
|
|
||
0122421-0000002 CO:33052312.2
|
16
|
|
|
12.4
|
Closing of rights offer process
|
(a)
|
each Subscribing Shareholder must pay to the Company the subscription price for its Subscription Shares;
|
(b)
|
the Company must issue to each Subscribing Shareholder its Subscription Shares; and
|
(c)
|
the Company must enter the name of each Subscribing Shareholder in the register of members of the Company as holder of its Subscription Shares and execute and deliver to each Subscribing Shareholder a share certificate representing its Subscription Shares.
|
12.5
|
Rights offer exclusions
|
(a)
|
which the Shareholders have agreed in writing should be issued without complying with the procedure set out in clauses 12.1 to 12.4; or
|
(b)
|
pursuant to any employee share schemes or long term incentive plans as envisaged in clause 11.9.
|
13.
|
RESTRICTIONS ON DISPOSAL
|
13.1
|
Purpose of this clause
|
(a)
|
acknowledges and agrees that the purpose of this clause 13 is to maintain the closely held nature of the Company by restricting the way in which Shareholders may Dispose of their Shares; and
|
(b)
|
must not enter into any arrangement, structuring device or other transaction which is designed, directly or indirectly, to avoid the provisions of this clause 13 or is otherwise inconsistent with the purpose of this clause 13. For the avoidance of doubt, nothing in this clause 13 shall require any consent or approval to be given by BTPS to any change in control (whether by share sale, sale of all or substantially all assets, merger or otherwise) of FII.
|
13.2
|
Restrictions on Disposal of Shares
|
(a)
|
which is a transfer of Shares permitted by clause 13.3; or
|
(b)
|
to which the other Shareholder gives its prior written consent,
|
13.3
|
Permitted transfers
|
|
||
0122421-0000002 CO:33052312.2
|
17
|
|
|
(a)
|
on giving the other Shareholder not less than 5 Business Days' prior written notice, to a Permitted Transferee where the transfer is of all (but not part) of the Shareholder's Shares and the Permitted Transferee first executes and delivers to the Company a Deed of Adherence; or
|
(b)
|
in accordance with the Put and Call Option Deed.
|
13.4
|
Retransfer by Permitted Transferee
|
14.
|
GENERAL PROVISIONS RELATING TO ISSUE AND TRANSFER OF SHARES
|
14.1
|
Registration of issues and transfers of Shares
|
(a)
|
the issue or transfer is made in accordance with this agreement and/or the Put and Call Option Deed; and
|
(b)
|
the subscriber or transferee (if not already a party to this agreement) (the
New Party
) first executes and delivers to the Company a Deed of Adherence, except where the Shares are issued or transferred to or for the benefit of a nominee or custodian of BTPS or any employee of the Group pursuant to an employee share scheme or long term incentive plan, as envisaged by clause 11.9.
|
14.2
|
Acceptance of New Party as party
|
(a)
|
accepts the New Party as a party to this agreement; and
|
(b)
|
agrees and acknowledges that the New Party will be entitled to the rights and benefits of this agreement as if the New Party were named in this agreement as a Shareholder.
|
14.3
|
Share certificates
|
15.
|
PROHIBITED ACTIVITIES
|
15.1
|
Prohibited activities
|
|
||
0122421-0000002 CO:33052312.2
|
18
|
|
|
(a)
|
any Senior Employee or any sales, portfolio manager, investment professional, advisory, stewardship or other non-administrative employee of a Group Company; or
|
(b)
|
in the case of Federated (and its Affiliates), any such employee of BTPS (or its Affiliates); or
|
(c)
|
in the case of BTPS (and its Affiliates), any such employee of Federated (or its Affiliates),
|
15.2
|
Acknowledgements
|
(a)
|
the prohibitions in this clause 15 are no more extensive than is reasonable in the circumstances to protect the business interests and goodwill of the Group; and
|
(b)
|
damages alone are not an adequate remedy if any Shareholder breaches this clause 15 and, without prejudice to any other remedy available to the Company, the other Shareholder or the Company may apply for injunctive relief if that Shareholder breaches or threatens to breach this clause 15 or if the other Shareholder or the Company reasonably and in good faith believes that a breach of this clause 15 by that Shareholder is imminent.
|
16.
|
WARRANTIES
|
(a)
|
it is a corporation validly existing under the laws of the place of its incorporation or organisation (as appropriate);
|
(b)
|
it has the power to execute and deliver, and to perform its obligations under, this agreement and it has taken all necessary corporate action to authorise such execution and delivery and the performance of such obligations;
|
(c)
|
its obligations under this agreement are legal, valid and binding in accordance with their terms;
|
(d)
|
the execution and delivery by it of this agreement and the performance of its obligations under it does not and will not conflict in any material respect with or constitute a default under any provision of:
|
(i)
|
any agreement or instrument to which it is a party;
|
(ii)
|
its constitution or, in the case of BTPS, the trust deed and rules of the Scheme; or
|
|
||
0122421-0000002 CO:33052312.2
|
19
|
|
|
(iii)
|
any law, order, judgment, award, injunction, decree, rule or regulation by which it is bound; and
|
(e)
|
no Insolvency Event has occurred in relation to it.
|
17.
|
ANTI-CORRUPTION
|
(a)
|
it will not engage in any activity, practice or conduct which would contravene or otherwise constitute an offence under any applicable anti-bribery, anti-corruption, anti-money laundering or trade control laws, irrespective of where such activity, practice or conduct takes place; and
|
(b)
|
to the extent that it has not already done so, it will establish and at all times maintain in place procedures reasonably designed to prevent any Associated Person from undertaking any conduct that would contravene or otherwise give rise to an offence under any applicable anti-bribery and/or anti-corruption laws (
Anti-Corruption Policies
).
|
18.
|
TERM AND TERMINATION
|
18.1
|
Term
|
18.2
|
Circumstances for termination
|
(a)
|
in respect of the rights and obligations of all parties, on the earlier of:
|
(i)
|
the date of completion of the sale of BTPS' Shares to Federated pursuant to a “Put Option” or a “Call Option”, or the right of first refusal process, in the Put and Call Option Deed;
|
(ii)
|
the date on which the Company is wound up;
|
(iii)
|
the date on which one person becomes the beneficial owner all of the Shares; and
|
(iv)
|
the date on which all parties agree in writing to terminate this agreement; and
|
(b)
|
in respect of the rights and obligations of a Shareholder, on the date on which that Shareholder (or any member of its group or Permitted Transferee) ceases to hold any Shares.
|
18.3
|
Effect of termination
|
(a)
|
except as provided in clause 18.3(c) that party is released from its obligations to further perform this agreement;
|
(b)
|
each party retains all rights that it has against each other party in respect of any breach of this agreement occurring before termination; and
|
|
||
0122421-0000002 CO:33052312.2
|
20
|
|
|
(c)
|
the provisions of and the rights and obligations of each party under this clause 18.3 and each of the Surviving Clauses survive termination of this agreement.
|
19.
|
CONFIDENTIALITY
|
19.1
|
Confidentiality obligations
|
(a)
|
each Shareholder must keep confidential:
|
(i)
|
all information made available to it by or on behalf of the Company or by its Nominated Director under clause 9.5 (whether before, on or after the date of this agreement and whether in writing, orally, electronically or in any other form or medium) which relates to the past, present or future business, operations or affairs of any Group Company;
|
(ii)
|
all information made available to it by or on behalf any other Shareholder (whether before, on or after the date of this agreement and whether in writing, orally, electronically or in any other form or medium) in connection with the arrangements contemplated by this agreement; and
|
(iii)
|
the existence, terms and subject matter of, and the negotiations relating to, this agreement,
|
(b)
|
the Company must keep confidential:
|
(i)
|
all information made available to it by or on behalf of any Shareholder (whether before, on or after the date of this agreement and whether in writing, orally, electronically or in any other form or medium) in connection with the arrangements contemplated by this agreement; and
|
(ii)
|
the existence, terms and subject matter of, and the negotiations relating to, this agreement,
|
19.2
|
Excluded information
|
(a)
|
is in or comes into the public domain, except through a breach of this clause 19 or through a breach by any person of any other obligation of confidentiality; or
|
(b)
|
at the time it was disclosed by one party to another was already in the lawful possession of the second party and not held by the second party subject to an obligation of confidentiality.
|
|
||
0122421-0000002 CO:33052312.2
|
21
|
|
|
19.3
|
Disclosure to Affiliates or Representatives
|
(a)
|
the information needs to be disclosed to that Affiliate or Representative:
|
(i)
|
to enable that party to exercise or enforce its rights or perform its obligations under this agreement; or
|
(ii)
|
to enable a Shareholder to monitor and make decisions regarding its investment in the Company; or
|
(iii)
|
in respect of BTPS, where such disclosure is required or desirable to perform BTPS's obligation as trustee of the Scheme; and
|
(b)
|
before disclosure is made that party has informed the relevant Affiliate or Representative in writing that the information is confidential and must only be used for the purpose for which it was disclosed.
|
19.4
|
Required disclosure
|
(a)
|
notify the party that made the relevant information available to it (the
Discloser
) as soon as reasonably practicable after it becomes aware that disclosure is required;
|
(b)
|
take all steps reasonably required by the Discloser to prevent or restrict the disclosure of that information; and
|
(c)
|
co-operate with the Discloser regarding the timing and content of such disclosure.
|
19.5
|
Legal proceedings
|
|
||
0122421-0000002 CO:33052312.2
|
22
|
|
|
20.
|
TAX MATTERS
|
21.
|
NOTICES
|
21.1
|
Manner of giving notice
|
(a)
|
to the Company at:
|
(b)
|
to BTPS at:
|
(c)
|
to the Federated Parties at:
|
21.2
|
When notice given
|
(a)
|
if delivered by hand, on the date of delivery; or
|
(b)
|
if sent by post, on the third day after it was put into the post (for post within the same country) or on the fifth day after it was put into the post (for post sent from one country to another); or
|
|
||
0122421-0000002 CO:33052312.2
|
23
|
|
|
(c)
|
if sent by email, upon the generation of a receipt notice by the recipient's server or, if such notice is not so generated, upon delivery to the recipient's server,
|
21.3
|
Proof of service
|
21.4
|
Documents relating to legal proceedings
|
22.
|
PAYMENTS
|
23.
|
GENERAL
|
23.1
|
Amendment
|
23.2
|
Assignment
|
(a)
|
Subject to clause 23.2(b), this agreement shall be binding upon and endure for the benefit of the successors and assignees of the parties and, subject to any succession or assignment permitted by this agreement, any such successor or assignee of any party shall in its own right be able to enforce any term of this agreement.
|
(b)
|
None of the parties nor their successors and assignees shall be entitled to assign, transfer, charge or deal in any way with the benefit of their rights or obligations under this agreement without the prior written consent of the other parties, except (i) for an assignment or transfer by a Shareholder to a
|
|
||
0122421-0000002 CO:33052312.2
|
24
|
|
|
23.3
|
Consents and approvals
|
23.4
|
Costs
|
23.5
|
Entire agreement
|
23.6
|
Execution in counterparts
|
23.7
|
Exercise and waiver of rights
|
(a)
|
may be exercised as often as necessary;
|
(b)
|
except as otherwise expressly provided by this agreement, are cumulative and not exclusive of rights and remedies provided by law; and
|
|
||
0122421-0000002 CO:33052312.2
|
25
|
|
|
(c)
|
may be waived only in writing and specifically,
|
23.8
|
No partnership or agency
|
23.9
|
BTPS as trustee
|
23.10
|
BTPS acting through custodian
|
23.11
|
Severability
|
23.12
|
No Third Party Rights
|
23.13
|
Parties' Obligations
|
24.
|
GOVERNING LAW AND JURISDICTION
|
24.1
|
Governing law of this agreement
|
|
||
0122421-0000002 CO:33052312.2
|
26
|
|
|
24.2
|
Jurisdiction
|
24.3
|
Waiver of objections
|
24.4
|
Service of process agent
|
24.5
|
Alternative service of process agent
|
24.6
|
Failure of notify by process agent
|
24.7
|
Other methods of service allowed by law
|
|
||
0122421-0000002 CO:33052312.2
|
27
|
|
|
Name of holder
|
Ordinary Shares held as at the Effective Date
|
Equity Proportion as at the Effective Date (%)
|
BTPS
|
24,659,578
|
29.5
|
Federated
|
50,155,076
|
60
|
Management shareholders
|
8,777,138
|
10.5
|
Totals:
|
83,591,792
|
100%
|
|
||
0122421-0000002 CO:33052312.2
|
28
|
|
|
1.
|
Frequency of meetings
|
2.
|
Notice
|
3.
|
Agenda and Meeting Materials
|
3.1
|
A notice of a Board meeting must be accompanied by an agenda of all the business to be transacted at the meeting. Any matter not on the agenda may not be raised at the meeting for a vote unless the BTPS Nominated Director and a Federated Nominated Director so agree.
|
3.2
|
The Company shall provide one Director appointed by each Shareholder with copies of Board meeting materials sufficiently in advance (taking into account relevant facts and circumstances at the time) to afford each such Director with a reasonable opportunity to review and comment on such Board materials, and the Company will in good faith consider and, as Company management considers appropriate, incorporate into such materials any comments received from each such Director prior to the Board meeting.
|
3.3
|
The Company shall provide such information or materials in respect of the Company as may be reasonably requested by each Shareholder in respect of any matter to be discussed at a Board meeting.
|
4.
|
Location
|
5.
|
Use of technology
|
5.1
|
The Board may conduct meetings by telephone or by any other means which will enable each Director:
|
(a)
|
to hear (or otherwise receive real-time communications made by) each of the other Directors participating in the meeting; and
|
(b)
|
to address (or otherwise communicate in real time with) all of the other Directors participating in the meeting simultaneously,
|
5.2
|
A Board meeting held in this manner is taken to be held at the place where the chairman of the meeting is physically present or at such other place, where at least one Director is physically present for the duration of the meeting, as the chairman of the meeting may decide.
|
|
||
0122421-0000002 CO:33052312.2
|
29
|
|
|
5.3
|
If a technological link fails, the Board meeting will be adjourned until the failure is rectified.
|
6.
|
Quorum
|
6.1
|
Unless Federated and BTPS otherwise agree in writing, the quorum for a meeting of the Directors is the presence (including participation in accordance with paragraph 5 above) of at least four Directors, of whom at least two must be Federated Nominated Directors, one must be an Independent Director and one must be the BTPS Nominated Director.
|
6.2
|
For the purposes of determining whether a quorum is present, an alternate Director who is present at the meeting is to be counted as a Director for each Director on whose behalf the alternate is attending the meeting.
|
6.3
|
If a quorum is not present at a Board meeting within 60 minutes of the time appointed for the start of the meeting, the meeting will be adjourned to the same time and place two Business Days thereafter. If a quorum is not present at the reconvened meeting within 60 minutes of the time appointed for the start of the meeting, those present will be taken to constitute a quorum for the purposes of that meeting only.
|
7.
|
Voting rights
|
7.1
|
At each Board meeting, any resolution put to a vote shall be decided by a majority of votes. Subject to paragraph 7.2 below, each Director who is eligible to vote on a resolution in accordance with the Constitution shall have one vote.
|
7.2
|
In addition to a Director's individual vote, a Director will have the right to vote on behalf of each Director in respect of whom he or she is an alternate Director where his or her appointer is not present at the meeting.
|
7.3
|
In the case of an equality of votes, the chairman will not have a second or casting vote.
|
8.
|
Board decisions
|
9.
|
Written resolutions
|
|
||
0122421-0000002 CO:33052312.2
|
30
|
|
|
1.
|
Frequency and location of meetings
|
2.
|
Quorum
|
2.1
|
The quorum for a meeting of the Shareholders is the presence in person, or by proxy, representative or attorney, of at least two Shareholders, of whom at least one must be or represent BTPS and at least one must be or represent Federated.
|
2.2
|
If a quorum is not present at a meeting of the Shareholders within 60 minutes of the time appointed for the start of the meeting, the meeting will be adjourned to the same time and place two Business Days thereafter. If a quorum is not present at the reconvened meeting within 60 minutes of the time appointed for the start of the meeting, then any resolution passed by the members present shall be as valid and effectual as if it had been passed at a general meeting of the Company duly convened and held.
|
3.
|
Voting rights
|
(a)
|
on a show of hands, each Shareholder is entitled to one vote; and
|
(b)
|
on a poll, each Shareholder is entitled to one vote for each Share held by that Shareholder.
|
4.
|
Shareholder decisions
|
(a)
|
subject to any relevant statute or the general law and clause 6.3, if it passed by a majority of votes entitled to be cast on the resolution; and
|
(b)
|
if the passing of the resolution and the circumstances surrounding it are consistent with the terms of this agreement.
|
5.
|
Written resolutions
|
|
||
0122421-0000002 CO:33052312.2
|
31
|
|
|
1.
Constitution
|
Amend or repeal the constitution of the Company or adopt a new constitution.
|
2.
Issue of Securities
|
Issue any securities, grant any person rights to be issued any securities or vary or exercise any discretion in relation to the terms of issue of any securities of any Group Company (other than an issue of securities by one Group Company to another or in accordance with clause 11.2, 11.4, 11.5 or 11.9 or as otherwise contemplated by any Transaction Document).
For the avoidance of doubt: (a) if Securities are to be issued in accordance with the terms of this agreement and a Shareholder does not participate in such issuance (including in respect of any issue of Securities pursuant to clause 11.2, 11.4 and clause 11.5), then its equity interest in the Company shall be diluted accordingly; and (b) the approval of Shareholders shall be required to the creation of any employee share scheme or long term incentive plan (other than the New LTIP in the Agreed Form to be adopted on the Effective Date) which may require the issue of shares, or the grant of rights to acquire shares, in the capital of the Company, but no such approval shall be required to the issue or award of such shares or rights pursuant to any such plan or scheme which has been so approved, including the New LTIP.
Following adoption of the New LTIP on the Effective Date as contemplated in clause 11.9, make any material amendment to the terms of the New LTIP as so adopted.
|
3.
Changes to capital structure
|
Purchase, redeem or otherwise reorganise the Company's share capital, including by way of reduction of capital, buy-back or redemption of securities, conversion of securities from one class to another or consolidation and subdivision of shares.
For the avoidance of doubt, if Securities are to be issued in accordance with the terms of this agreement and a Shareholder does not participate in such issuance (including in respect of any issue of Securities pursuant to clause 11.2, 11.4 and clause 11.5), then its equity interest in the Company shall be diluted accordingly.
|
4.
Creation of security
|
Create or redeem any mortgage, charge, debenture or other security or encumbrance over any Group Company or assets other than a security interest arising or created in the ordinary course of business or by operation of law.
|
5.
Insolvency or winding-up
|
Appoint any administrator, liquidator, provisional liquidator, receiver, receiver and manager or equivalent officer to the relevant Group Company or take any step to dissolve or wind up the relevant Group Company (other than: (i) where the board of the relevant Group Company resolves that such a step should be taken in circumstances where the directors (having taken appropriate professional advice) hold a bona fide belief that the relevant Group Company is insolvent; (ii) as part of a bona fide solvent restructuring; or (iii) where the relevant Group Company is dormant or has net assets below £50,000).
|
|
||
0122421-0000002 CO:33052312.2
|
32
|
|
|
|
||
0122421-0000002 CO:33052312.2
|
33
|
|
|
15.
Branding
|
Change the branding of the Group's services and / or products from "Hermes" provided that the Board may change such branding without approval from Shareholders (a) to incorporate the name "Federated" into such branding, (b) in respect of Group products and services offered or sold in the United States or its territories.
|
16.
Fiscal Year
|
Alter the accounting reference date/financial year end of any Group Company (except insofar as to comply with applicable accounting standards or applicable law or, with the consent of BTPS not to be unreasonably withheld, to harmonise the Group Company's financial year with that of FII).
|
17.
Authorisation, agreement or negotiation
|
Authorise or agree to do any of the matters referred to in this Schedule 4.
|
|
||
0122421-0000002 CO:33052312.2
|
34
|
|
|
|
||
0122421-0000002 CO:33052312.2
|
35
|
|
|
Reporting required
|
Timing
|
•
Quarterly management accounts of the Group, such accounts:
(a)
to include a consolidated income statement, statement of financial position and cash flow statement for the Group broken down according to the principal divisions of the Group from time to time;
(b)
to refer to any material matter occurring in or relating to the period in question;
(c)
to include a comparison of all such information with the projections and forecasts in the relevant Budget and with the corresponding information for the same period in the preceding year, together with a statement of any material variation from the Budget;
(d)
to itemise all material transactions referred to in the statement of projected capital expenditure included in the relevant Budget and entered into by the Group during that period; and
(e) to include a commentary by the Chief Executive Officer and chief financial officer on the state of the business and finances of the Group.
|
Draft or estimated reporting to be provided within 15 days of the end of the relevant quarter.
Final reporting to be provided within 45 days of the end of the relevant quarter.
|
2.
The audited consolidated annual financial statements and annual report of the Group for each Financial Year.
|
Within 120 days of the end of the relevant Financial Year.
|
3.
Budget for each Financial Year.
|
Within 20 days of adoption or any material amendment.
|
|
||
0122421-0000002 CO:33052312.2
|
36
|
|
|
Information required
|
1.
Notice of any event, occurrence or change (including any applicable regulatory or legal development or change) which has or could reasonably be expected to have a material effect (positive or negative) on the business, assets, liabilities, financial or trading position, profitability or prospects of the Group, taken as a whole.
|
2.
Any information and assistance reasonably requested by BTPS for the purpose of reporting of the fair value the Group on 30 June and 31 December in each year within the time periods reasonably specified by BTPS.
|
3.
Notice of any pending, threatened or expected material litigation, claim or other proceedings involving any Group Company.
|
4.
Any information and assistance reasonably requested by a Shareholder in connection with the material contracts of the Group and notice of any expected termination, avoidance or recession of any such material contract.
|
5.
Notice of any offer received from a third party that could reasonably be expected to lead to a disposal of all the Shares or the whole or a substantial part of the undertaking or assets of the Group.
|
6.
Such other information relating to the business or affairs of the Group as any Shareholder may from time to time reasonably request, including such information as may be required by any Shareholder for the purposes of its regulatory or governmental reporting requirements or its legal obligations.
|
|
||
0122421-0000002 CO:33052312.2
|
37
|
|
|
(A)
|
The New Party proposes to [purchase]
l
shares in the capital of Hermes Fund Managers Limited (the
Company
).
|
(B)
|
This agreement is made by the New Party in compliance with clause 14.1 of a shareholders' agreement dated 2 July 2018 made between the Company, BT Pension Scheme Trustees Limited, Federated Holdings (UK) II Limited and Federated Investors, Inc. (the
Shareholders' Agreement
).
|
(C)
|
The New Party acknowledges that:
|
(a)
|
any provision in the Shareholders' Agreement which imposes a detriment on a party in breach:
|
(i)
|
protects the legitimate interests of the other party in the enforcement of the obligation breached; and
|
(ii)
|
is not out of all proportion to those legitimate interests; and
|
(b)
|
it has been properly advised in relation to this this deed of adherence.
|
1.
|
The New Party confirms that it has been supplied with a copy of the Shareholders' Agreement.
|
2.
|
The New Party has agreed to purchase from [
insert seller party details
]
l
shares in the capital of the Company at a purchase price of
l
per share and agrees to become a member of the Company and to hold the shares subject to the Shareholders' Agreement and the constitution of the Company.
|
3.
|
The New Party undertakes to be bound by the Shareholders' Agreement in all respects as if the New Party was a party to the Shareholders' Agreement and named in it as a Shareholder and to observe and perform all the provisions and obligations of the Shareholders' Agreement applicable to or binding on a Shareholder under the Shareholders' Agreement insofar as they fall to be observed or performed on or after the date of this deed.
|
4.
|
This deed is made for the benefit of:
|
(a)
|
the parties to the Shareholders' Agreement; and
|
(b)
|
every other person who after the date of the Shareholders' Agreement (and whether before or after the execution of this deed) assumes any rights or obligations under the Shareholders' Agreement or accedes to it.
|
|
||
0122421-0000002 CO:33052312.2
|
38
|
|
|
5.
|
The address and email address of the New Party for the purposes of clause 21 of the Shareholders' Agreement is as follows:
|
6.
|
This deed and any non-contractual obligations arising out of or in connection with it are governed by the law of England.
|
7.
|
Any Dispute arising out of or in connection with this deed must be settled in accordance with clause 24 of the Shareholders' Agreement, which is deemed to be incorporated in full into this deed.
|
EXECUTED AS A DEED
by [
COMPANY NAME
]
|
)
) |
|
|
|
|
_______________________________________
|
|
_______________________________________
|
Signature of director
|
|
Signature of [director]/[company secretary][witness]
|
|
|
|
_______________________________________
|
|
_______________________________________
|
Name of director
|
|
Name of [director]/[company secretary][witness]
|
|
||
0122421-0000002 CO:33052312.2
|
39
|
|
|
|
||
0122421-0000002 CO:33052312.2
|
40
|
|
|
1.
|
Definitions
|
(a)
|
in respect of any individual:
|
(i)
|
any Relative of that individual;
|
(ii)
|
any entity Controlled by that individual or one or more Relatives of that individual;
|
(iii)
|
the executor of that individual's estate; and
|
(iv)
|
any trust for the benefit of that individual or one or more Relatives of that individual;
|
(b)
|
in respect of any entity, a second entity that:
|
(i)
|
Controls the first entity;
|
(ii)
|
is under the Control of the first entity; or
|
(iii)
|
is under the Control of a third entity that Controls the first entity;
|
(c)
|
in respect of a Nominated Director:
|
(i)
|
any Affiliate within the meaning of paragraph (a) above; and
|
(ii)
|
the Nominated Director's Appointer or any of its Affiliates within the meaning of paragraph (a) above; and
|
(d)
|
in respect of any body corporate:
|
(i)
|
any Affiliate within the meaning of paragraph (b) above; and
|
(ii)
|
any shareholder or director of that body corporate;
|
(e)
|
in respect of BTPS also includes any replacement or additional trustee of the Scheme, any custodian of the Scheme and any Affiliate within the meaning of paragraph (b) of such replacement or additional trustee or custodian;
|
|
||
0122421-0000002 CO:33052312.2
|
41
|
|
|
(a)
|
owning or controlling (directly or indirectly) more than 50% of the voting share capital of the relevant undertaking; or
|
(b)
|
being able to direct the casting of more than 50% of the votes exercisable at general meetings of the relevant undertaking on all, or substantially all, matters; or
|
(c)
|
having the right to appoint or remove directors of the relevant undertaking holding a majority of the voting rights at meetings of the board on all, or substantially all, matters; or
|
(d)
|
having the power to determine the conduct of business affairs of an undertaking (whether through ownership of equity interest or partnership or other ownership interests, by contract or otherwise),
|
(a)
|
to sell, transfer, assign, swap, surrender, gift, declare a trust over, or otherwise dispose of, deal with or Encumber, any legal or equitable interest in the Share;
|
|
||
0122421-0000002 CO:33052312.2
|
42
|
|
|
(b)
|
to do anything which has the effect of placing a person in substantially the same position as that person would have been in, had any of the things mentioned in paragraph (a) above been done; or
|
(c)
|
to authorise, agree to or attempt to do any of the things mentioned in paragraph (a) or (b) above,
|
|
||
0122421-0000002 CO:33052312.2
|
43
|
|
|
(a)
|
the person is unable to, or states that it is unable to, pay its debts as they fall due or stops or threatens to stop paying its debts as they fall due;
|
(b)
|
any indebtedness of the person is subject to a moratorium;
|
(c)
|
a liquidator, provisional liquidator or administrator has been appointed to any property of the person or an event occurs which gives any other person a right to seek such an appointment;
|
(d)
|
an order has been made, a resolution has been passed or proposed in a notice of meeting or in an announcement to any recognised securities exchange, or an application to court has been made for the winding-up or dissolution of the person or for the entry into of any arrangement, compromise or composition with, or assignment for the benefit of, creditors of the person or any class of them, and that order, resolution or application has not been stayed, lifted or discharged within 60 days of the date of such order, resolution or application;
|
(e)
|
a trustee has been appointed to take control of the property of the person in connection with a proposal to enter into a personal insolvency agreement;
|
(f)
|
an order has been made or an application to court has been made for bankruptcy of the person, and that order or application has not been stayed, lifted or discharged within 60 days of the date of such order or application; or
|
(g)
|
the person has otherwise become, or is otherwise taken to be, insolvent in any jurisdiction or an event occurs in any jurisdiction in relation to the person which is analogous to, or which has a substantially similar effect to, any of the events referred to in paragraphs (a) to (f) above;
|
|
||
0122421-0000002 CO:33052312.2
|
44
|
|
|
(a)
|
in relation to a Shareholder that is a body corporate, a member of the same Wholly Owned Group as that Shareholder provided that, in relation to Federated (and any transferee of Federated), the transferee must also be a Wholly Owned Subsidiary of FII; and
|
(b)
|
in relation to BTPS, any replacement or additional trustee of the Scheme and any custodian of the Scheme and any member of the same Wholly Owned Group as such replacement or additional trustee or custodian.
|
(a)
|
the spouse, parent, son, daughter, brother or sister (whether by blood or adoption) of that individual; or
|
(b)
|
any person married to any of the persons specified in paragraph (a);
|
|
||
0122421-0000002 CO:33052312.2
|
45
|
|
|
(a)
|
Shares or any other class of shares in the Company or any other equity securities in the Company; and
|
(b)
|
options, warrants, notes, bonds or other securities or debt (i) convertible into, or exchangeable for, Shares or any other class of shares or any other equity securities in the Company or (ii) containing equity features or containing profit participation features;
|
2.
|
Subsidiary, Holding Company, Wholly Owned Subsidiary and Wholly Owned Group
|
(a)
|
A company is a Subsidiary of another company, its Holding Company, if that other company:
|
(i)
|
holds a majority of the voting rights in it;
|
(ii)
|
is entitled to a majority of the profits or capital distributed or returned by it; or
|
(iii)
|
is a member of it and has the right to appoint or remove a majority of its board of directors; or
|
(iv)
|
is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it,
|
|
||
0122421-0000002 CO:33052312.2
|
46
|
|
|
(b)
|
A company is a Wholly Owned Subsidiary of another company (HoldCo) if it has no members other than HoldCo and HoldCo's wholly owned Subsidiaries or persons acting on behalf of HoldCo or its wholly owned Subsidiaries.
|
(c)
|
Wholly Owned Group means a body corporate and any Holding Company of which it is a Wholly Owned Subsidiary and any other Wholly Owned Subsidiaries of that Holding Company (including any Wholly Owned Subsidiary of the body corporate).
|
(d)
|
In this paragraph 2, company includes any body corporate.
|
3.
|
Reasonable endeavours
|
(a)
|
commence any legal action or proceeding against any person;
|
(b)
|
procure absolutely that that thing is done or happens;
|
(c)
|
incur a material expense, except where that provision expressly specifies otherwise; or
|
(d)
|
accept any undertakings or conditions, or waive any fees, required by any third party if those undertakings or conditions, or waivers in the reasonable opinion of the party required to give such undertakings or satisfy such conditions or waive such fees, are materially adverse to its commercial interests or fundamentally or materially alter the basis on which it originally agreed to the arrangements the subject of this agreement.
|
4.
|
Things required to be done other than on a Business Day
|
5.
|
Several liability
|
6.
|
Other rules of interpretation
|
(a)
|
any reference, express or implied, to any legislation in any jurisdiction includes:
|
(i)
|
that legislation as amended, extended or applied by or under any other legislation made before or after execution of this agreement;
|
(ii)
|
any legislation which that legislation re‑enacts with or without modification; and
|
(iii)
|
any subordinate legislation made before or after execution of this agreement under that legislation, including (where applicable) that legislation as amended, extended or
|
|
||
0122421-0000002 CO:33052312.2
|
47
|
|
|
(b)
|
references to persons or entities include natural persons, partnerships, companies, bodies corporate, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
|
(c)
|
references to an individual or a natural person include his estate and personal representatives;
|
(d)
|
subject to clause 23.2, references to a party to this agreement include the successors or assigns (immediate or otherwise) of that party;
|
(e)
|
references to any English legal term for any action, remedy, method or judicial or arbitral proceeding, legal document, legal status, court, arbitral tribunal, official or any legal concept or thing must, in respect of any jurisdiction other than England, be taken to include what most nearly approximates in that jurisdiction to the English legal term;
|
(f)
|
a reference to this agreement or any other document is a reference to this agreement or that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of this agreement) at any time;
|
(g)
|
unless otherwise indicated, a reference to any time is a reference to that time in London;
|
(h)
|
a reference to £ or pounds is to British pounds sterling or its equivalent in any other relevant currency;
|
(i)
|
the phrases "to the extent" and "to the extent that" are used to indicate an element of degree and are not synonymous with the word "if";
|
(j)
|
singular words include the plural and vice versa;
|
(k)
|
a word of any gender includes the corresponding words of any other gender;
|
(l)
|
if a word or phrase is defined, other grammatical forms of that word have a corresponding meaning;
|
(m)
|
general words must not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words, and references to "includes" mean "includes without limitation"; and
|
(n)
|
nothing is to be construed adversely to a party just because that party put forward this agreement or the relevant part of this agreement.
|
|
||
0122421-0000002 CO:33052312.2
|
48
|
|
|
|
||
0122421-0000002 CO:33052312.2
|
49
|
|
|
EXECUTED
as a
DEED
by
HERMES FUND MANAGERS LIMITED
acting by the director herein named in the presence of:
|
)
)
)
)
)
|
/s/ Saker Nusseibeh
Name: Saker Nusseibeh
|
|
Witness:
|
Signature:
Name:
Address:
Occupation:
|
/s/ Joseph Kagan
Joseph Kagan
150 Cheapside London EC2V 6ET
Solicitor
|
|
EXECUTED
as a
DEED
by
BT PENSION SCHEME
TRUSTEES LIMITED in its capacity as trustee for and on behalf of the BT Pension Scheme
acting by the director herein named in the presence of:
|
)
)
)
)
)
|
/s/ John Wroe
Name: John Wroe
|
|
Witness:
|
Signature:
Name:
Address:
Occupation:
|
/s/ Mrs. Kate Tollis
Mrs. Kate Tollis
One America Square London EC3N 2LB
Manager
|
|
EXECUTED
as a
DEED
by
FEDERATED HOLDINGS (UK) II LIMITED
acting by the authorised signatory named in the presence of:
|
)
)
)
)
)
|
……………………………………………………….
Name: /s/ Denis McAuley, III
Designation: Director
|
|
Witness:
|
Signature:
Name:
Address:
Occupation:
|
/s/ George F. Magera
George F. Magera
1001 Liberty Avenue, Pittsburgh, PA 15222
Deputy General Counsel
|
|
EXECUTED
as a
DEED
by
FEDERATED INVESTORS, INC.
acting by the authorised signatory named in the presence of:
|
)
)
)
)
)
|
……………………………………………………….
Name: /s/ Thomas R. Donahue
Designation: Chief Financial Officer
|
|
Witness:
|
Signature:
Name:
Address:
Occupation:
|
/s/ George F. Magera
George F. Magera
1001 Liberty Avenue Pittsburgh, PA 15222
Assistant Secretary
|
|
|
1.
|
CONSTITUTION
|
2.
|
INITIAL BUDGET
|
|
||
0122421-0000002 CO:33052312.2
|
55
|
|
|
|
||
0122421-0000002 CO:33052312.2
|
56
|
|
|
3.
|
NEW LTIP AND SHARE INCENTIVE PLAN
|
|
||
0122421-0000002 CO:33052312.2
|
57
|
|
EXECUTION VERSION
|
DRAFT
|
PUT AND CALL OPTION DEED
RELATING TO SHARES IN HERMES FUND MANAGERS LIMITED
|
DATED
2 JULY
2018
|
BT PENSION SCHEME
TRUSTEES LIMITED
as trustee for and on behalf of the BT PENSION SCHEME
FEDERATED HOLDINGS (UK) II LIMITED
and
FEDERATED INVESTORS, INC.
|
|
||
|
|
|
|
1.
|
Interpretation 3
|
2.
|
Grant of the Options 7
|
3.
|
Request for Determination of Fair Value 7
|
4.
|
Exercise of the Options 7
|
5.
|
Ability to Defer Exercise 7
|
6.
|
Right of First Refusal (ROFR) 8
|
7.
|
Drag and Tag Rights 9
|
8.
|
Other Voluntary Sale to Buyer 10
|
9.
|
Effect of Exercise of an Option, ROFR Sale or Drag/Tag Sale 10
|
10.
|
Consideration for Option Shares 11
|
11.
|
Completion 11
|
12.
|
Enjoyment of Rights Attaching to the Shares 11
|
13.
|
Termination 12
|
14.
|
Incorporation of Provisions 12
|
1.
|
Form of Call Exercise Notice 13
|
2.
|
Form of Put Exercise Notice 14
|
3.
|
Warranties 15
|
Part 1
|
Seller’s Warranties 15
|
Part 2
|
Buyer Parties’ Warranties 15
|
4.
|
Fair Value 17
|
0122421-0000002 CO:33052365.1
|
2
|
|
|
(1)
|
BT PENSION SCHEME
TRUSTEES LIMITED
incorporated in England & Wales with registered number 06009363 and which has its registered office at One America Square, 17 Crosswall, London, England, EC3N 2LB in its capacity as trustee for and on behalf of the BT Pension Scheme (the
Scheme
) which is governed by a deed and rules dated 5 April 2016 (as amended) (the
Seller
);
|
(2)
|
FEDERATED HOLDINGS (UK) II LIMITED
(registered in England under registered number 11227851) whose registered office is at 5
th
Floor One New Change, London, United Kingdom, EC4M 9AF (the
Buyer
); and
|
(3)
|
FEDERATED INVESTORS, INC.
a company incorporated in the Commonwealth of Pennsylvania, USA (
FII
, and together with the Buyer, the
Buyer Parties
(which expression shall mean either or both of the Buyer and FII, as applicable)).
|
(A)
|
Hermes Fund Managers Limited (the
Company
) is a private limited company incorporated in England with registered number 01661776.
|
(B)
|
The Seller is the trustee of the Scheme. The custodian of the Seller is the legal owner of 24,659,578 Ordinary Shares of £1 each in the capital of the Company which are held on trust to pay the benefits under the Scheme (the
Remaining Shares
).
|
(C)
|
The Buyer Parties and Seller wish to grant to each other options in respect of the Option Shares on the terms of this agreement.
|
(D)
|
FII is the ultimate holding company of the Buyer and has agreed to the direct obligations to the Seller on the terms set out in this agreement.
|
1.
|
INTERPRETATION
|
1.1
|
In this agreement:
|
0122421-0000002 CO:33052365.1
|
3
|
|
|
0122421-0000002 CO:33052365.1
|
4
|
|
|
0122421-0000002 CO:33052365.1
|
5
|
|
|
0122421-0000002 CO:33052365.1
|
6
|
|
|
(a)
|
the ten Business Days following the third anniversary of the SPA Date;
|
(b)
|
the ten Business Days following the fourth anniversary of the SPA Date;
|
(c)
|
the ten Business Days following the fifth anniversary of the SPA Date; or
|
(d)
|
if there has been a deferral right exercised pursuant to clauses 5.1 or 5.2, the ten Business Days following the sixth anniversary of the SPA Date; and
|
2.
|
GRANT OF THE OPTIONS
|
2.1
|
In consideration of the grant of the Put Option, the Seller grants to the Buyer Parties an option for the Buyer Parties to require the Seller to sell the Option Shares to the Buyer on the terms of this agreement.
|
2.2
|
In consideration of the grant of the Call Option, the Buyer Parties grant to the Seller an option for the Seller to require the Buyer to purchase the Option Shares from the Seller on the terms of this agreement.
|
3.
|
REQUEST FOR DETERMINATION OF FAIR VALUE
|
3.1
|
During any Valuation Request Period either the Buyer Parties or the Seller may serve a Valuation Request Notice.
|
3.2
|
In addition:
|
(a)
|
the Seller may serve a Valuation Request Notice at any time within 20 Business Days following it becoming aware of a Buyer Parties Trigger Event, and
|
(b)
|
the Buyer Parties may serve a Valuation Request Notice at any time within 20 Business Days following either of the Buyer Parties becoming aware of a Seller Trigger Event.
|
3.3
|
A Valuation Request Notice shall be deemed to have been served on the fifth anniversary of the SPA Date.
|
3.4
|
If there has been a deferral right exercised pursuant to clauses 5.1 or 5.2, a Valuation Request Notice shall be deemed to have been served on the sixth anniversary of the SPA Date.
|
4.
|
EXERCISE OF THE OPTIONS
|
4.1
|
Subject to clauses 4.2, 4.3, 5.1 and 5.2, the Buyer Parties may elect (in their discretion) to serve a Call Exercise Notice or the Seller may elect (in its discretion) to serve a Put Exercise Notice during any Exercise Period. For the avoidance of doubt, no Party shall be required or obligated under this agreement to serve an Exercise Notice to exercise an Option.
|
0122421-0000002 CO:33052365.1
|
7
|
|
|
4.2
|
If a Buyer Parties Trigger Event has occurred, and the Seller serves a Valuation Request Notice pursuant to clause 3.2(a), the Buyer Parties may not serve a Call Exercise Notice in the Exercise Period following the determination of Fair Value pursuant to clause 3.2(a).
|
4.3
|
If a Seller Trigger Event has occurred, and the Buyer Parties serve a Valuation Request Notice pursuant to clause 3.2(b), the Seller may not serve a Put Exercise Notice in the Exercise Period following the determination of Fair Value pursuant to clause 3.2(b).
|
5.
|
ABILITY TO DEFER EXERCISE
|
5.1
|
Unless a Seller Trigger Event has occurred and the Fair Value has been determined pursuant to clause 3.2(b), if the Fair Value is lower than the Trough Value and if the Buyer Parties serve a Call Exercise Notice during the relevant Exercise Period, then the Seller may elect by notice to the Buyer Parties within 20 Business Days of the Exercise Date to trigger this subclause in which case the Call Exercise Notice shall be cancelled and the Buyer Parties may not serve a further Call Exercise Notice during the relevant Exercise Period provided that this subclause may only be triggered once.
|
5.2
|
Unless a Buyer Parties Trigger Event has occurred and the Fair Value has been determined pursuant to clause 3.2(a), if the Fair Value is higher than the Cap Value and if the Seller serves a Put Exercise Notice during the relevant Exercise Period then the Buyer Parties may elect by notice to the Seller within 20 Business Days of the Exercise Date to trigger this subclause in which case the Put Exercise Notice shall be cancelled and the Seller may not serve a further Put Exercise Notice during the relevant Exercise Period provided that this subclause may only be triggered once.
|
5.3
|
Subclauses 5.1 and 5.2 do not apply with respect to any Exercise Notice served during the Exercise Period that follows determination of Fair Value pursuant to clause 3.4. For the avoidance of doubt, subclauses 5.1 and 5.2 also shall not apply to the ROFR Sale contemplated in clause 6, the Drag/Tag Sale contemplated in clause 7 or the other voluntary sale to the Buyer contemplated in clause 8.
|
6.
|
RIGHT OF FIRST REFUSAL (ROFR)
|
6.1
|
If an Exercise Notice is not served during the Last Exercise Period, then, from and after the end of the Last Exercise Period (
Permitted Sale Period
), the Seller may sell all (but not less than all) of the Option Shares held by the Seller pursuant to a Third Party Seller Transaction, subject to the Buyer Parties’ ROFR, as provided in this clause 6, or to the Buyer pursuant to clauses 7 or 8 below.
|
6.2
|
At any time during the Permitted Sale Period, and subject to the terms and conditions specified in this clause 6, the Buyer Parties shall have a ROFR if the Seller intends to enter into, a Third Party Seller Transaction. Each time the Seller intends to enter into any Third Party Seller Transaction, the Seller shall first offer to sell all of the Option Shares to the Buyer Parties in accordance with this clause 6 prior to accepting, or entering into, such Third Party Seller Transaction.
|
6.3
|
The Seller shall, within five Business Days of the Seller’s deciding to enter into, any Third Party Seller Transaction, serve written notice (the
ROFR Notice
) on the Buyer Parties stating that the Seller intends to enter into, a Third Party Seller Transaction. The ROFR Notice shall constitute a Valuation Request Notice for the purposes of this agreement. The ROFR Notice also shall specify (i) the name of the independent, unaffiliated third party involved in the Third Party Seller Transaction; and (ii) the proposed date, time and location of the completion of the sale of the Option Shares to such third party, which shall not be less than 120 days from the date of the ROFR Notice.
|
0122421-0000002 CO:33052365.1
|
8
|
|
|
6.4
|
The ROFR Notice shall constitute the Seller’s offer to the Buyer Parties for the Seller to sell the Option Shares to the Buyer for an amount equal to the Consideration in accordance with the terms of this agreement (
ROFR Offer
), including this clause 6, which ROFR Offer shall be irrevocable until the end of the ROFR Exercise Period.
|
6.5
|
Upon receipt of the ROFR Notice and following determination of Fair Value, the Buyer Parties shall have 20 Business Days (the
ROFR Exercise Period
) to elect to accept the ROFR Offer by serving a written notice (a
ROFR Acceptance Notice
) on the Seller stating that the Buyer accepts the ROFR Offer. Any ROFR Acceptance Notice shall be binding upon delivery and irrevocable by the Buyer Parties.
|
6.6
|
If the Buyer Parties do not deliver a ROFR Acceptance Notice during the ROFR Exercise Period, the Seller may, during the 60 Business Day period immediately following the expiration of the ROFR Exercise Period (the
ROFR Sale Period
), sell all of the Option Shares to the third party specified in the ROFR Notice, subject to the third party agreeing to take an assignment of, and be bound by, the Shareholders Agreement without amendment (other than to substitute the third party for Seller). If the Seller does not consummate the sale of all of the Option Shares to such third party within the ROFR Sale Period, the Seller shall be required to serve a new ROFR Notice, the initial Third Party Seller Transaction will be deemed to have been terminated, and the rights provided under this clause 6 shall be deemed to be revived. For the avoidance of doubt, in such case, the Option Shares shall not be sold by the Seller to any third party unless the Seller delivers to the Buyer Parties a new ROFR Notice in accordance with, and otherwise complies with, this clause 6.
|
6.7
|
For the avoidance of doubt, (i) the sale of the Option Shares to the Buyer as contemplated in this clause 6 shall be referred to as the
ROFR Sale
, and (ii) the Ordinary Shares owned by Seller sold as contemplated in this clause 6 shall be considered Option Shares, for purposes of this agreement.
|
6.8
|
The Seller shall not be permitted to sell or otherwise transfer any Option Shares to any third party (excluding any Permitted Transferees) during the Permitted Sale Period except pursuant to a bona fide, arms’ length transaction during a ROFR Sale Period and until after expiration of the ROFR Exercise Period, and otherwise in accordance with, and subject to, this clause 6 or clause 7. Any such sale or transfer not made in accordance with this clause 6 or clause 7 shall be void.
|
6.9
|
The Seller agrees that if the Seller transfers Ordinary Shares to Permitted Transferees, the Seller shall require such Permitted Transferees to enter into a deed of adherence in respect of this agreement, including this clause 6 and clause 7, prior to transferring any Ordinary Shares to such Permitted Transferees, provided that this requirement shall not apply in respect of any transfer of Ordinary Shares from one nominee of the Scheme to another nominee of the Scheme.
|
7.
|
DRAG AND TAG RIGHTS
|
7.1
|
At any time during the Permitted Sale Period, and subject to the terms and conditions specified in this clause 7, if the Buyer Parties intend to enter into any Third Party Buyer Transaction, the Buyer Parties shall first notify the Seller in accordance with clause 7.2 and, thereafter, (a) the Seller shall have a right to elect to require the Buyer Parties to acquire all of the Option Shares from the Seller in accordance with this clause 7 prior to completing such Third Party Buyer Transaction, and (b) the Buyer Parties shall have a right to elect to require the Seller to sell all of the Option Shares held by the Seller to the Buyer in accordance with this clause 7 prior to completing such Third Party Buyer Transaction.
|
7.2
|
The Buyer Parties shall, within five Business Days of Buyer deciding to enter into any Third Party Buyer Transaction, serve written notice (the
Drag/Tag Notice
) on the Seller stating that the Buyer
|
0122421-0000002 CO:33052365.1
|
9
|
|
|
7.3
|
After receipt of the Drag/Tag Notice and following determination of Fair Value, the Seller shall have 20 Business Days (the
Drag/Tag Exercise Period
) to elect to require the Buyer Parties to acquire all of the Option Shares from the Seller, and the Buyer Parties shall have the Drag/Tag Exercise Period to elect to require the Seller to sell all of the Option Shares to the Buyer, in each case at an amount equal to the Consideration. The Seller may exercise its election, and the Buyer Parties may exercise their election, by serving written notice (a
Drag/Tag Exercise Notice
) on the other Party during the Drag/Tag Exercise Period stating that it is exercising its right to make its election under this clause 7. Any Drag/Tag Notice shall be binding upon delivery and irrevocable by the Party serving it.
|
7.4
|
If no Party delivers a Drag/Tag Exercise Notice during the Drag/Tag Exercise Period, the Drag/Tag Notice shall lapse and the Buyer Parties may, during the 60 Business Day period immediately following the expiration of the Drag/Tag Exercise Period (the
Drag/Tag Sale Period
) complete the Third Party Buyer Transaction, subject to the third party agreeing to take an assignment of, and be bound by, the Shareholders Agreement without amendment (other than to substitute the third party for the Buyer Parties or otherwise provide that the third party has the same obligations and rights as the Buyer Parties). If the Buyer Parties do not consummate the Third Party Buyer Transaction within the Drag/Tag Sale Period, the Buyer Parties shall be required to serve a new Drag/Tag Notice, the initial Third Party Buyer Transaction will be deemed to have been terminated, and the rights provided under this clause 7 shall be deemed to be revived. For the avoidance of doubt, in such case, the Ordinary Shares held by the Buyer Parties shall not be sold by the Buyer Parties to any third party unless the Buyer Parties deliver to the Seller a new Drag/Tag Notice in accordance with, and otherwise complies with, this clause 7.
|
7.5
|
For the avoidance of doubt, (i) the sale of the Option Shares to the Buyer Parties as contemplated in this clause 7 shall be referred to as the
Drag/Tag Sale
, and (ii) the Ordinary Shares owned by Seller sold as contemplated in this clause 7 shall be considered Option Shares, for purposes of this agreement.
|
7.6
|
The Buyer Parties shall not be permitted to sell or otherwise transfer any Ordinary Shares to any third party (excluding any Permitted Transferees) during the Permitted Sale Period except pursuant to a bona fide, arms’ length transaction during a Drag/Tag Sale Period and until after expiration of the Drag/Tag Exercise Period, and otherwise in accordance with, and subject to, this clause 7. Any such sale or transfer not made in accordance with this clause 7 shall be void.
|
7.7
|
The Buyer Parties agree that if the Buyer Parties transfer Ordinary Shares to Permitted Transferees, the Buyer Parties shall require such Permitted Transferees to enter into a deed of adherence in respect of this agreement, including this clause 7 and clause 6, prior to transferring any Ordinary Shares to such Permitted Transferees, provided that this requirement shall not apply to any Permitted Transferee that is bound by this agreement by operation of law.
|
8.
|
OTHER VOLUNTARY SALE TO BUYER
|
8.1
|
For the avoidance of doubt, the Seller (in its discretion) may approach the Buyer Parties, and the Buyer Parties (in their discretion) may approach the Seller, at any time to discuss the sale of the Ordinary Shares owned by the Seller to the Buyer.
|
0122421-0000002 CO:33052365.1
|
10
|
|
|
8.2
|
While the Parties have no obligation to entertain any such discussions, or to agree upon the sale of the Ordinary Shares held by the Seller and its Permitted Transferees, if the Parties agree to consider the sale of such Ordinary Shares by the Seller to the Buyer, the Parties agree that the consideration for such Ordinary Shares will be equal to the Consideration determined in accordance with the Fair Value procedures in Schedule 4 to this agreement and that, if the Parties thereafter agree to proceed with such sale, the sale will be completed on terms consistent with this agreement (
i.e.
, as if the sale was pursuant to an exercise of an Option in accordance with this agreement (including, without limitation, clause 11, except that clauses 5.1 and 5.2 would not apply)).
|
9.
|
EFFECT OF EXERCISE OF AN OPTION, ROFR SALE OR DRAG/TAG SALE
|
9.1
|
Subject to clause 5, exercise of an Option, the service of a ROFR Acceptance Notice, or the service of a Drag/Tag Exercise Notice shall oblige the Seller to sell (or procure the sale of) with full title guarantee and the Buyer Parties to cause the Buyer to purchase the Option Shares.
|
9.2
|
The Option Shares shall be sold free from all Encumbrances and together with all rights attaching to them as at the Exercise Date (in each case subject to clause 12).
|
9.3
|
If an Exercise Notice has been served (and not cancelled pursuant to clause 5) or Completion has occurred then subclauses 3.3, 3.4, 4.2, 4.3 clause 6 and clause 7 do not apply after the Exercise Date or Completion Date as applicable.
|
9.4
|
Once served, an Exercise Notice, a ROFR Acceptance Notice or a Drag/Tag Exercise Notice may not be withdrawn.
|
10.
|
CONSIDERATION FOR OPTION SHARES
|
11.
|
COMPLETION
|
11.1
|
Completion of the sale and purchase of the Option Shares following the exercise of an Option, the service of a ROFR Acceptance Notice, or the service of a Drag/Tag Exercise Notice, shall take place at the offices of the Company in London at 1.p.m. on the Completion Date.
|
11.2
|
On the Completion Date, the Seller shall procure the delivery to the Buyer Parties of:
|
(a)
|
a duly executed transfer or transfers in respect of the Option Shares in favour of the Buyer;
|
(b)
|
the share certificate(s) representing the Option Shares (or an indemnity in the case of any found to be missing); and
|
(c)
|
the written resignation of the Seller's nominated director from his office as a director of each Group company of which he is a director, and waiving any claim for compensation for loss of office, with effect from the Completion Date.
|
0122421-0000002 CO:33052365.1
|
11
|
|
|
11.3
|
On the Completion Date (or, if the Completion Date is not a Business Day, on the next Business Day) the Buyer Parties shall pay in full the Consideration.
|
11.4
|
All amounts payable to the Seller under this clause 11 shall be paid in immediately available funds to such bank account as is notified by the Seller to the Buyer Parties and the Company at least three Business Days prior to the Completion Date.
|
11.5
|
The obligations of the Buyer Parties under this agreement shall be several not joint or joint and several, and shall be considered direct obligations of each Buyer Party, enforceable fully and directly against each Buyer Party without the need to join the other Buyer Party or to pursue remedies first against the other Buyer Party. For the avoidance of doubt, and without limiting the foregoing: (i) with respect to any payment or contribution obligation, the Buyer shall pay or contribute, and FII shall procure that Buyer shall pay or contribute, the consideration or other amounts payable or to be contributed, (ii) it is understood that it is the Buyer Parties’ intention that the Buyer will acquire the Option Shares and the Buyer will pay any consideration for the Option Shares or other amounts payable under this agreement, and (iii) each of the Buyer Parties shall have a direct obligation to the Seller to pay or contribute the sum due, but payment or contribution by either Buyer Party of any sum due will satisfy the obligations of both Buyer Parties to make such payment or contribution.
|
11.6
|
FII undertakes that where any obligation in this agreement is expressed to apply to the Buyer or Buyer Parties or any other affiliate of FII, it will procure that the Buyer or such entity complies with such obligation.
The Seller undertakes that where any obligation in this agreement is expressed to apply to any affiliate of Seller, it will procure that such entity complies with such obligations as if it had been a party to this agreement.
|
12.
|
ENJOYMENT OF RIGHTS ATTACHING TO THE SHARES
|
13.
|
TERMINATION
|
14.
|
INCORPORATION OF PROVISIONS
|
0122421-0000002 CO:33052365.1
|
12
|
|
|
14.1
|
The provisions of clauses 1.1, 1.3 to 1.7, 9.1 to 9.4, 10.1 to 10.3, 12 to 16.10, 17 and 18 of the SPA shall apply to this agreement as if repeated in it and defined terms in those clauses shall have the meanings given to them in the SPA unless otherwise defined in this agreement. For the avoidance of doubt, for purposes of this agreement, the Seller’s Warranties and Buyer Parties’ Warranties set forth in Schedule 3 to this agreement shall apply with respect to clauses 9.1 to 9.4 and 10.1 to 10.3 of the SPA when incorporated into this agreement pursuant to the preceding sentence.
|
14.2
|
Without limiting the foregoing, in accordance with clause 1.4(i) of the SPA, references to the Parties in this agreement (including all Schedules) include their successors in title and permitted assigns (including Permitted Transferees).
|
0122421-0000002 CO:33052365.1
|
13
|
|
|
0122421-0000002 CO:33052365.1
|
14
|
|
|
0122421-0000002 CO:33052365.1
|
15
|
|
|
0122421-0000002 CO:33052365.1
|
16
|
|
|
1.
|
Capacity
|
1.1
|
The Seller has the requisite power and authority, including under the trust deed and the rules of the Scheme, to enter into and perform this agreement and all the documents to be executed by it pursuant to this agreement and this agreement constitutes, and each such document when executed will constitute, legal, valid and binding obligations of the Seller in accordance with its terms, which grants recourse against the assets of the Scheme.
|
1.2
|
The execution and delivery of this agreement, and any of the documents to be executed by the Seller pursuant to this agreement, by the Seller and the performance of and compliance with their respective terms and provisions do not and will not conflict with or result in a breach of, or constitute a default under, the articles of association of the Seller or any law, regulation, court order or judgment that applies to or binds the Seller or any of its property or the Scheme, or the trust deed and rules of the Scheme.
|
1.3
|
Other than as contemplated by this agreement, no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any court or governmental or administrative authority is required to be obtained, or made, by the Seller to authorise the execution of this agreement by the Seller.
|
2.
|
The Company's Shares
|
2.1
|
On the date of this agreement, Britel Fund Trustees Limited (in its capacity as custodian for the Scheme) is the legal owner of the Remaining Shares. On the date of this agreement, the Seller has the right to procure the transfer of the beneficial and legal interests in the Remaining Shares to the Buyer free from all Encumbrances. The Remaining Shares represent (after completion of the SPA has occurred) all of the Ordinary Shares held by the Seller.
|
2.2
|
On Completion, the Seller has the right to procure the transfer of the beneficial and legal interests in the Option Shares to the Buyer free from all Encumbrances.
|
0122421-0000002 CO:33052365.1
|
17
|
|
|
1.
|
The Buyer Parties
|
1.1
|
Each Buyer Party has the requisite power and authority to enter into and perform this agreement and all the documents to be executed by it pursuant to this agreement and this agreement constitutes, and each such document when executed will constitute, legal, valid and binding obligations of each Buyer Party in accordance with its terms.
|
1.2
|
The execution and delivery of this agreement, and any of the documents to be executed pursuant to it by each Buyer Party and the performance of and compliance with its and their respective terms and provisions do not and will not conflict with or result in a breach of, or constitute a default under, the constitutional documents (including any bye-laws) of each Buyer Party or any law, regulation, court order or judgment that applies to or binds such Buyer Party or any of its property.
|
1.3
|
No consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any court or governmental or administrative authority is required to be obtained, or made, by a Buyer Party to authorise the execution or performance of this agreement by such Buyer Party.
|
2.
|
Other interests
|
2.1
|
The Buyer is purchasing the Option Shares for itself beneficially and not wholly or partly as agent for any other person.
|
2.2
|
There is no agreement, arrangement or understanding (whether or not of a legally binding nature) for the Option Shares (or any interest in the Option Shares) to be sold, transferred or otherwise disposed to, or held for the benefit of, any person other than the Buyer.
|
0122421-0000002 CO:33052365.1
|
18
|
|
|
1.
|
APPOINTMENT OF ADVISER
|
1.1
|
Following service (or deemed service) of a Valuation Request Notice, the Seller and the Buyer Parties shall agree the Fair Value based on the valuation principles set out in this Schedule 4 Appendix 1 attached hereto. Failing any such agreement within 15 Business Days of service (or deemed service) of the Valuation Request Notice, the Seller and the Buyer Parties shall agree within the following 10 Business Days on the identity of an independent valuer of international repute having experience in valuing asset managers such as the Company to determine the Fair Value on the basis set out below and in the Appendix to this Schedule (the
Adviser
). If the Seller and the Buyer Parties do not agree the identity of the Adviser within this period, then, unless the Seller or the Buyer Parties have an accounting/auditor or valuation relationship with such firm at the time:
|
(a)
|
the Adviser shall be Deloitte LLP; and
|
(b)
|
if Deloitte LLP are unwilling or unable to act, the Adviser shall be Duff & Phelps Corporation; and
|
(c)
|
if Deloitte LLP and Duff & Phelps Corporation are unwilling or unable to act, the Adviser shall be Houlihan Lokey, Inc,
|
2.
|
DISPUTE RESOLUTION PROCESS
|
2.1
|
If the Buyer Parties or the Seller wish to dispute the Adviser's valuation (the
First Valuation
) on the basis that it materially misrepresents the Company’s true Fair Value, the Buyer Parties or Seller as applicable shall deliver within 15 Business Days of receiving the First Valuation a written notice to that effect to the other (a
Dispute Notice
). If a Dispute Notice is not served within such 15 Business Day Period the First Valuation shall be the Fair Value for the purpose of this agreement. If a Dispute Notice is served within such 15 Business Day period, the Buyer Parties and the Seller shall agree within 10 Business Days of such service (or deemed service) on the identity of another independent valuer of international repute having experience in valuing asset managers such as the Company to determine the Fair Value on the basis set out below (the
Second Adviser
). If the Seller and the Buyer Parties do not agree the identity of the Second Adviser within this period, then, unless the Seller or the Buyer Parties have an accounting/auditor or valuation relationship with such firm at the time:
|
(a)
|
the Second Adviser shall be Deloitte LLP; and
|
(b)
|
if Deloitte LLP are unwilling or unable to act, the Second Adviser shall be Duff & Phelps Corporation; and
|
(c)
|
if Deloitte LLP and Duff & Phelps Corporation are unwilling or unable to act, the Second Adviser shall be Houlihan Lokey, Inc,
|
0122421-0000002 CO:33052365.1
|
19
|
|
|
2.2
|
In the event that the Second Adviser's valuation (the
Second Valuation
) is 15 percent or less higher or lower than the First Valuation, the Buyer Parties and the Seller agree that the arithmetic mean of the First Valuation and Second Valuation shall be the Fair Value for the purposes of this agreement.
|
2.3
|
In the event that the Second Valuation is more than 15 percent higher or lower than the First Valuation, the Buyer Parties and the Seller shall use all reasonable endeavours to meet and discuss the valuations referred to above and to try and reach agreement on a mutually acceptable valuation (which, if agreed upon, shall be the Fair Value for the purposes of this agreement). If the Parties are unable to agree on a mutually acceptable valuation within 15 Business Days of the date on which the Second Adviser provides the Second Valuation, the Fair Value for the purposes of this agreement shall be arithmetic mean of the First Valuation and the Second Valuation.
|
3.
|
COSTS AND ACCESS
|
3.1
|
Each of the Buyer Parties and the Seller shall bear the costs and expenses of all advisers, witnesses and representatives retained by them.
|
3.2
|
The fees, costs and expenses of the Adviser and, if applicable, the Second Adviser (the
Relevant Adviser
) shall be shared equally by the Buyer Parties, on the one hand, and the Seller, on the other hand, and the Buyer Parties, on the one hand, and Seller, on the other hand, each agree to pay half of the Relevant Adviser’s fees, costs and expenses to the Relevant Adviser. The Buyer Parties and the Seller shall procure that the Company shall give such assistance and access to premises, papers, books, accounts, records, returns and other documents as the Relevant Adviser may reasonably require in order to determine Fair Value.
|
4.
|
NON-DISCLOSURE OF VALUATIONS
|
4.1
|
The quantum of, and instructions, calculations and working papers in respect of, any valuation provided by a Relevant Adviser shall be confidential information pursuant to clauses 13.1 and 13.2 of the SPA.
|
4.2
|
The Second Adviser shall not be made aware of, or given any indication as to, the quantum of the Adviser's valuation.
|
4.3
|
The terms of appointment of a Relevant Adviser shall require it to keep all details of its valuation confidential subject to customary exceptions.
|
5.
|
GENERAL
|
5.1
|
The Seller and Buyer Parties shall co-operate in good faith to do everything necessary to procure the effective joint appointment of the Relevant Adviser by the Seller and Buyer Parties. The Buyer Parties and Seller shall agree terms of engagement with the Relevant Adviser as soon as reasonably practicable after the Relevant Adviser is nominated and shall not withhold or delay their consent to such terms if they are reasonable and consistent with the provisions of this agreement. The Buyer Parties and Seller shall each counter-sign the terms of appointment of the Relevant Adviser as soon as they are agreed. Promptly upon appointment of the Relevant Adviser, the Buyer Parties and the Seller shall instruct the Relevant Adviser to give his opinion of the likely Fair Value on the basis of the instructions set out in the appendix to this Schedule.
|
5.2
|
The Relevant Adviser shall act as an expert and not as an arbitrator. Except in the case of fraud or manifest error, and subject to clauses 5.1, 5.2 and 5.3 of the agreement, the Fair Value determined in accordance with this Schedule shall be final and binding on the Buyer Parties and the Seller. The
|
0122421-0000002 CO:33052365.1
|
20
|
|
|
0122421-0000002 CO:33052365.1
|
21
|
|
|
(a)
|
a sale between a willing buyer and a willing seller on arm’s length terms;
|
(b)
|
no valuation adjustment for transaction costs or commissions;
|
(c)
|
a liquid and established market for the shares of the Company with no discount for size, illiquidity or minority status or premium for control; and
|
(d)
|
if applicable, all classes of current equity have been converted into the freely transferable voting ordinary shares which would be listed.
|
0122421-0000002 CO:33052365.1
|
22
|
|
|
(a)
|
a discounted cash flow analysis, taking into account the projections provided; and
|
(b)
|
a market approach using comparable publicly traded companies and recent market transactions (taking into account the assumptions set out in paragraphs (a) to (d) above). In selecting these comparable companies and market transactions, the Adviser shall be entitled to rely entirely on its own judgement in terms of their comparability and the valuation conclusions to be drawn therefrom.
|
(a)
|
the approaches the Adviser has adopted;
|
(b)
|
the fair value range and the fair value point estimate within this range; and
|
(c)
|
the key assumptions made and required by this instruction to be made and key items of information used by the Adviser,
|
0122421-0000002 CO:33052365.1
|
23
|
|
|
EXECUTED
as a
DEED
by
BT PENSION SCHEME
TRUSTEES LIMITED in its capacity as trustee for and on behalf of the BT Pension Scheme
acting by the director herein named in the presence of:
|
)
)
)
)
)
|
/s/ John Wroe
Name: John Wroe
|
|
Witness:
|
Signature:
Name:
Address:
Occupation:
|
/s/ Mrs. Kate Tollis
Mrs. Kate Tollis
One America Square London EC2N 2LB
Manager
|
|
||
|
SIGNATURE PAGE – OPTION DEED
|
|
|
EXECUTED
as a
DEED
by
FEDERATED HOLDINGS (UK) II LIMITED
acting by the director named in the presence of:
|
)
)
)
)
)
|
/s/ Denis McAuley, III
Name: Denis McAuley, III
Designation: Director
|
|
Witness:
|
Signature:
Name:
Address:
Occupation:
|
/s/ George F. Magera
George F. Magera
1001 Liberty Avenue Pittsburgh, PA 15222
Deputy General Counsel - Federated
|
|
||
|
SIGNATURE PAGE – OPTION DEED
|
|
|
EXECUTED
as a
DEED
by
FEDERATED INVESTORS, INC.
acting by the authorised signatory named in the presence of:
|
)
)
)
)
)
|
/s/ Thomas R. Donahue
Name: Thomas R. Donahue
Designation: Chief Financial Officer
|
|
Witness:
|
Signature:
Name:
Address:
Occupation:
|
/s/ George F. Magera
George F. Magera
1001 Liberty Avenue Pittsburgh, PA 15222
Assistant Secretary
|
|
||
|
SIGNATURE PAGE – OPTION DEED
|
|
|
Contract
|
Guarantor
|
Target
|
Beneficiary
|
Guaranteed obligations
|
Cap
|
End date
|
1.
|
Letter agreement
24 April 2018 |
Hermes Fund Managers Limited
|
Hermes Investment Funds plc
|
n/a
|
US$2.2 million of under-withheld taxes
|
No cap.
|
No end date
|
2.
|
Limited Guaranty of Lease in respect of New York offices
21 October 2015
(VDR reference:
1.10.4.3.3) |
Hermes GPE LLP
|
Hermes GPE (USA) Inc.
(the Tenant) |
55 Fifth Equities Group L.P.
(the Landlord) |
Full payment of all Base Rent, Additional Rent, and all other amounts due and owing under the Lease, which is in arrears.
|
No cap.
Current annual rent is US$172k per annum.
|
The earlier of:
(i)
the date upon which Landlord obtains legal possession of the Demised Premises through legal action, which shall also include all Base Rent, Additional Rent and all other sums due and owing from the commencement of the nonpayment action until the eviction of the Tenant from the Demised Premises; or
(ii)
the date Tenant surrenders possession of the Demised Premises, provided Tenant has given Landlord at least one hundred twenty (120) days prior written notice of such surrender.
The initial term of the lease is 5 years from 1 March 2016.
|
3.
|
Guaranty in respect of Boston offices
25 May 2010
(VDR reference:
1.10.4.3.2.10) |
Hermes Fund Managers Limited
|
Hermes Fund Managers (North America) GP, Inc.
(the Tenant) |
GLL State Street, L.P.
(the Landlord) |
Due fulfillment by Tenant of all of Tenant's financial obligations under the Lease, which financial obligations shall include rent, additional rent and other charges due Landlord by reason of its performance of unperformed Tenant obligations under the Lease.
|
No cap.
Current annual rent is US$445.3k per annum.
|
No fixed end date.
This Guaranty is expressed to remain in full force and effect until such time as the financial obligations of Tenant guaranteed hereunder have been paid or satisfied.
The initial term of the lease is 7 years from 1 September 2012.
|
4.
|
Inter-company Deed of Guarantee
24 January 2018 |
Hermes Fund Managers Limited
|
Hermes Investments (North America) Limited
|
n/a
|
All outstanding monies, debts and liabilities of any nature properly incurred in the course of its business (“Guaranteed Obligations”) due, owing or incurred, to which Hermes Investments (North America) Limited is subject as at 31 December 2017, when and if such Guaranteed Obligations shall become due.
|
No cap.
The 31 December 2017 balance sheet shows overall liabilities of £7,110,646 (all of which is currently owed to Hermes Fund Managers Limited).
|
No fixed end date.
The deed of guarantee is expressed to be fully revocable and may be terminated by HFML on reasonable notice.
|
5.
|
Inter-company Deed of Guarantee
24 January 2018 |
Hermes Fund Managers Limited
|
Hermes Assured Limited
|
n/a
|
All outstanding monies, debts and liabilities of any nature properly incurred in the course of its business (“Guaranteed Obligations”) due, owing or incurred, to which Hermes Assured Limited is subject as at 31 December 2017, when and if such Guaranteed Obligations shall become due.
|
No cap.
The 31 December 2017 balance sheet shows overall liabilities of £1.
|
No fixed end date.
The deed of guarantee is expressed to be fully revocable and may be terminated by HFML on reasonable notice.
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6.
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Employment related guarantees
|
Hermes Fund Managers Limited
|
n/a
|
Various employees
|
Employment and hiring related guarantees such as (i) commitments to make bonus payments to employees joining Hermes, where a bonus with the joiner’s previous employer has been forfeit as a consequence of the employee joining Hermes during a performance period or (ii) commitments to make payments to employees joining Hermes where a deferred bonus payment or participation in a share option scheme at a previous employer has been forfeit as a consequence of joining Hermes.
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The current monetary value is £45,520 – This relates to 3 employees as at 31 May 18.
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Each payment due to an individual will have a fixed pay out date, however additional arrangements will be entered into on an ongoing basis in the ordinary course of business.
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Retentions including (i) the one-off payments which will be made to staff on the completion of Project Conduit and (ii) certain specific commitments made to retain staff as a consequence of a particular event, for example, the resignation of a key person.
|
The current monetary value is:
(i) £89.1m
a.
Bonus retentions £111k (£97.5 and £13.5 NI)
b.
Co-invest £17.3m (£15.2 and £2.1m NI)
c.
Event £71.7m (£63m and £8.7m NI)
(ii) £123k
(£108k and £15k NI) Payment is part of (i)(b) above.
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Study agreements – in certain circumstances an employee joining Hermes will be required to compensate their previous employer in respect of a study arrangement with the previous employer and Hermes will cover the cost of this compensation to the joining employee.
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The current monetary value for these two items is £130k.
|
||||||
Season ticket loans – as part of the annual benefit election process, season ticket loans are made to staff who elect this benefit.
|
7.
|
Letter of Agreement in respect of Hermes Direct Lending Master Partnership SCS, SICAV-SIF
12 October 2017 |
Hermes Investment Management Ltd
(the Investment Manager) |
n/a
|
BriteI Scotland L.P.
(Britel) |
6(a) Any Transfer Taxes incurred in connection with the Transfer as contemplated in the First Closing Interest Transfer and Assignment Agreement shall be borne by the Investment Manager and the Investment Manager shall indemnify and hold harmless Britel from and against any Transfer Taxes imposed upon or incurred by it as a result of the Transfer.
6(e) The Investment Manager shall indemnify Britel against any and all liabilities, costs, expenses, damages, losses, penalties and legal or professional costs (calculated on a full indemnity basis) suffered or incurred by Britel in connection with the Transfer ("Losses"), excluding any Losses relating to Transfer Taxes which are addressed in paragraph (a) above, but without prejudice to the provisions of paragraph 6(f) below, which shall apply notwithstanding the provisions of this paragraph (e); provided that in the event that Britel recovers in respect of any Losses pursuant to paragraph (h) below, Britel shall not be able to claim under this paragraph (e) in respect of the same Losses.
|
No cap.
While the possible quantum is unlimited, given that the transfer has occurred we anticipate the likelihood of Hermes Investment Management Ltd being required to make a payment is low.
|
No fixed end date.
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•
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Acquisition brings Federated’s global assets under management to $439.4 billion (£312.6 billion), as of March 31, 2018
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