The Dowley Sutton Agreement 1974

1. The Directors of Dowleys agree that they shall procure the sale by their shareholders to Suttons of the entire issued share capital of Dowleys (including its wholly owned subsidiaries) for a total consideration of £475,000 and subject to the matters contained in the following paragraphs.
2. It is specifically agreed that the shareholding in Odlums Limited, owned by Dowleys does not form part of this consideration. It is the intention that these shares shall be transferred to the existing Dowley shareholders in a manner to be agreed by both parties.
3. This agreement is further subject to the preparation of a Legal Agreement by Suttons Solicitors, and is subject to contract.
4. Of the total consideration of £474,000 a sum of £20,000 shall be retained by Suttons and pending the completion of the Audited Accounts of Dowleys for the year ending 31^st May, 1974. Such retained sum of £20,000 shall be payable if the combined pre-tax profits of Carrick to the 31^st of October 1973, of Suirway to 30^th November, 1973 and of Dowleys to the 31^st of May, 1974, (including the odlum dividends payable to Dowleys and taking into account the reserve of £10,000 created in Dowleys accounts to 31^st May, 1973 and excluding inter group dividends) exceed £114,000. If the combined profits as defined above are less than £114,000 the retained consideration shall be reduced £ for £ to the extent such sum is less than £114,000 subject to a maximum reduction of £20,000.
5. None of the employees or Directors of Dowleys and its subsidiaries have service contracts and the pension schemes are as declared.
6. Dowleys shareholders and the members of the Dowley family employed in Dowleys and its subsidiaries shall enter into covenants with Suttons not to engage in any trade or business now carried on by Dowleys in the counties of Tipperary, Kilkenny and Waterford for a period of 4 years.
7. Suttons agree that the terms of the 1974 National Wage and Salary Agreement shall apply to to executive salaries as from 1^st June, 1974, and that the terms of such agreement shall be applied to their staff at the due dates. Subject to the above the position of employees and their conditions of employment will not be diminished.
8. A dividend of 4.4% net of tax totalling £8,140.88 in respect of the year to 31^st May, 1974, shall be payable to the existing Dowley shareholders by Dowleys.
9. The vendor and purchaser Agreement shall contain the usual warranties with reference to the last audited balance sheets and the usual indemnities to be given for tax, estate duties etc.
10. Completion shall take place at the earliest possible date but it is the intention of the parties to complete by 31^st May, 1974.
11. Upon completion Suttons shall pay The Investment Bank of Ireland (advisers of the Dowley shareholders) £5,000 and the legal expenses of the Dowley shareholders to a sum not exceeding £500.

Dated 6^th May, 1974

Signed on behalf of the Directors of Dowleys

Signed on behalf of Suttons