[
]; AND
(P)
"UK HOLDINGS INTEREST" SHALL HAVE THE
MEANING GIVEN TO THAT PHRASE IN CLAUSE 4.2.
11.2
IN THIS DEED, HEADINGS ARE FOR CONVENIENCE ONLY
AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS DEED.
12.
EFFECTIVE DATE
The parties agree that this Deed shall only become effective on the Effective
Date.
13.
OBLIGATIONS OF GEIH
13.1
GEIH SHALL, AND SHALL CAUSE FACL TO, USE ALL
COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE SCHEME TO BECOME EFFECTIVE AND
THEREBY TO TRANSFER THE LONG-TERM INSURANCE BUSINESS AND THE ASSETS AND
LIABILITIES OF FACL TO FINCL ON THE TERMS OF THE SCHEME AND TO GIVE FULL AND
PROPER EFFECT TO THE TERMS OF THE SCHEME.
13.2
IF THE SCHEME HAS NOT BECOME EFFECTIVE ON OR
BEFORE 28 DECEMBER 2004, GEIH SHALL (ON OR BEFORE 31 DECEMBER 2004) TRANSFER THE
LEGAL AND BENEFICIAL OWNERSHIP OF THE ENTIRE ISSUED SHARE CAPITAL OF FACL TO UK
HOLDINGS, ON THE TERMS AND SUBJECT TO THE CONDITIONS OF A SEPARATE SHARE
PURCHASE AGREEMENT TO EFFECT THE FACL SHARE TRANSFER AND IN PURSUANCE OF
OBLIGATIONS CONTAINED IN THE MASTER AGREEMENT.
14
13.3
GEIH SHALL ENSURE THAT, UNTIL AND INCLUDING THE
TRANSFER DATE, FACL WILL NOT DECLARE, MAKE OR PAY ANY DIVIDEND, CHARGE, FEE OR
OTHER DISTRIBUTION (INCLUDING ANY INTEREST ON ANY UNPAID DIVIDEND, CHARGE, FEE
OR OTHER DISTRIBUTION) (WHETHER IN CASH OR IN KIND) ON OR IN RESPECT OF ITS
SHARE CAPITAL (OR ANY CLASS OF ITS SHARE CAPITAL).
14.
INTEREST
14.1
THE PARTIES ACKNOWLEDGE AND AGREE THAT, ON THE
EFFECTIVE DATE, AN AMOUNT EQUAL TO THE AMOUNT OF THE UK GEIH DEBT WILL BECOME
PAYABLE (CONDITIONAL UPON THE TRANSFER DATE OCCURRING) BY UK HOLDINGS TO GEIH
AND THAT AMOUNT SHALL BE SETTLED BY THE RELEASE BY UK HOLDINGS OF THE UK GEIH
DEBT ON THE APPLICABLE TRANSFER DATE IN ACCORDANCE WITH THE TERMS OF THIS DEED.
14.2
PENDING THE RELEASE OF THE UK GEIH DEBT BY UK
HOLDINGS ON THE TRANSFER DATE PURSUANT TO CLAUSE 5 OF THIS DEED, UK HOLDINGS
SHALL PAY TO GEIH INTEREST (THE "UK HOLDINGS INTEREST") IN AN AGGREGATE AMOUNT
OF:
(A)
THE INITIAL INTEREST AMOUNT; AND
(B)
INTEREST AT THE APPLICABLE RATE ON AN AMOUNT
EQUAL TO THE AMOUNT OF THE UK GEIH DEBT,
SUCH PAYMENT TO BE SATISFIED IN ACCORDANCE WITH CLAUSE 4.3 BELOW.
14.3
ON THE TRANSFER DATE:
(A)
UK HOLDINGS SHALL PAY TO GEIH THE AMOUNT OF THE
UK HOLDINGS INTEREST ACCRUED BUT UNPAID UP TO AND INCLUDING THE TRANSFER DATE;
AND
(B)
GEIH SHALL PAY TO UK HOLDINGS THE AMOUNT OF
ANY INTEREST ACCRUED BUT UNPAID IN RESPECT OF THE UK GEIH DEBT UP TO AND
INCLUDING THE TRANSFER DATE,
AND THE PARTIES SHALL SATISFY THEIR RESPECTIVE INTEREST PAYMENT OBLIGATIONS
UNDER THIS CLAUSE 4.3 BY SETTING OFF THE RESPECTIVE PAYABLE INTEREST AMOUNTS.
15.
CONDITIONAL RELEASE AND DISCHARGE
BY WAY OF COMPENSATION TO GEIH FOR THE LOSS OF THE VALUE OF ITS INVESTMENT IN
FACL (IN THE EVENT THAT THE SCHEME OCCURS) OR (AS THE CASE MAY BE)