This excerpt taken from the ICI 20-F filed Apr 1, 2005.
Closing
Net Debt Statement
1.
The
Closing Net Debt Statement shall be prepared and agreed in accordance with
the provisions of this Part 1 of Schedule 12.
2.
The
Closing Net Debt Statement shall:
(a)
be
based on the books and records of the Companies;
(b)
include,
in relation to the UK Company, a statement of the UK Final Financial Debt,
the UK Final Cash Balance, the UK Intra-Group Borrowings, the UK Intra-Group
Lendings and a statement as to how any UK Net Debt Adjustment or UK Net
Debt Interest Adjustment will be allocated to the Share Consideration payable
in respect of the UK Company; and
(c)
include,
in relation to the Dutch Company, a statement of the Dutch Final Financial
Debt, the Dutch Final Cash Balance, the Dutch Intra-Group Borrowings, the
Dutch Intra-Group Lendings and a statement as to how any Dutch Net Debt
Adjustment or Dutch Net Debt Interest Adjustment will be allocated to the
Share Consideration payable in respect of the Dutch Company.
3.
The
Closing Net Debt Statement shall be prepared on the basis that it relates
to each of the Companies as respective going concerns and excludes any effects
of the change of control or ownership of either of them contemplated by
the Transaction Documents or any other effect of the Transaction Documents.
4.
Each
of the UK Final Financial Debt, the UK Final Cash Balance, the UK Intra-Group
Borrowings, the UK Intra-Group Lending, the Dutch Final Financial Debt,
the Dutch Final Cash Balance, the Dutch Intra-Group Borrowings and the Dutch
Intra-Group Lending in the Closing Net Debt Statement shall be reconciled
to the extent practicable between the records of the payer and those of
the payee.
5.
The
provisions of each of Paragraphs 3.1 (Issue
of the Working Capital Statement),
3.2 (Access
to working papers),
3.3 (If
Ergon disagrees with calculation)
and 3.4 (Records
etc. to be made available)
of Part 1 of Schedule 11 (Determination
and Certification of Working Capital Adjustment)
shall apply to the preparation of the Closing Net Debt Statement as if each
of those Paragraphs were set out in this Part 1 of Schedule 12 in full with
the exception that each reference to "Working Capital Statement" shall be
replaced with "Closing Net Debt Statement" and references to the "Working
Capital Value" are replaced with the "UK Final Financial Debt", the "UK
Final Cash Balance", the "UK Intra-Group Borrowings" and the "UK Intra-Group
Lendings", the "Dutch Final Financial Debt", the " Dutch Final Cash Balance",
the "Dutch Intra-Group Borrowings" and the " Dutch Intra-Group Lendings"
(as the case may be) and references to "Working Capital Adjustment" are
replaced with the "UK Net Debt Interest Adjustment" and the "Dutch Net Debt
Interest Adjustment" (as the
