Share Sale and Purchase Agreement

Dated

21 December 2008

INTRODUCTION

1

OPERATIVE PROVISIONS

1

1          

Definitions

1

2

Sale and purchase of the Shares

14

3

Consideration

14

4

Condition Precedents

15

5

Position pending Completion

16

6

Completion

16

7

Preparation of Completion Accounts and Consideration Adjustment Statement

17

8

Warranties

18

9

Buyer Warranties

19

10

Buyer’s Undertaking

19

11

Guarantee

20

12

Announcements

21

13

Confidentiality

21

14

Restrictive Covenants

22

15

Entire agreement

24

16

Assignment and transfer

25

17

Costs and expenses

25

18

Interest on late payments

25

19

No set-off

25

20

Waiver

25

21

Variation

26

22

Severance

26

23

Further assurance

26

24

Notices

26

25

Counterparts

28

26

Governing law

28

27

Jurisdiction

28

28

Interpretation

28

29

Rights of third parties

29

30

Warrantors’ Agent

29

31

Effect of Completion

29

32

Provision of information

30

33

Execution

30

SCHEDULE 1

30

Part 1: The Management Sellers

30

Part 2: ECI

32

Part 3: Barclays Bank

34

SCHEDULE 2

35

Part 1: Particulars of the Company

35

Part 2: Particulars of the Subsidiaries

37

SCHEDULE 3

44

Part 1: Sellers’ Obligations

44

Part 2: Buyer’s Obligations

46

Part 3: Barclays’ Obligations

47

SCHEDULE 4 - The Properties

48

SCHEDULE 5 - Warranties

49

Part 1: Capacity and Authority

49

Part 1A: Barclays Warranties

50

Part 1B: Capacity and Authority at Completion

51

Part 2: General

52

Part 3: Taxation Warranties

64

SCHEDULE 6 - Buyer Warranties

68

SCHEDULE 7 - Limitations on Liability

69

SCHEDULE 8 - Completion Accounts

76

Part 1: Accounting Instructions

76

Part 2: Agreed form of Completion Accounts

83

Part 3: Components of Working Capital - Components of Working Capital

86

Part 4: Independent Accountants’ terms of reference

89

SCHEDULE 9

90

Part 1: Position pending Completion

90

Part 2: Material Adverse Change

92

Part 3: Independent Expert’s terms of reference

94

SCHEDULE 10

95

Part 1: Provisions relating to the Retention

95

Part 2: Instruction Letter

100

APPENDIX 1 - Owned Intellectual Property

105

DATE

21 December 2008

PARTIES

A Shares

73,001 A ordinary shares of £1 each in the capital of the Company held by the Sellers and 2,882 A Ordinary Shares of £1 each in the capital of the Company held by Barclays

Accounting Instructions

the instructions regarding the preparation of the Completion Accounts as set out in Part 1 of Schedule 8

Accounts

the audited balance sheet as at the Accounts Date, and the audited profit and loss account for the Financial Year ended on the Accounts Date, of the Company and each of the Subsidiaries (including, in the case of the Company, the audited consolidated balance sheet as at that date and the audited consolidated profit and loss account for that period), a copy of each of which has been supplied to the Buyer and is included in the Disclosure Documents

Accounts Date

31 December 2007

Accounts Standards

in relation to the accounts of any body corporate, the applicable requirements of the Companies Acts 1985 and 1989 or the Companies Act 2006, together with accounting principles, standards and practices which are generally accepted in the United Kingdom, in each case as at the date of the relevant accounts

Act

the Companies Act 1985 and the Companies Act 2006

Actual Amount

has the meaning given to it in clause 7.2

Agreed Proportion

in relation to a Warrantor, the proportion set out opposite that Warrantor’s name in column 3 of the table at paragraph 2.2 of Schedule 7

this Agreement

this agreement including the Introduction and the Schedules

Andrew Charman Trustees

Andrew Charman and David Payne as trustees of the Andrew Charman 2008 Settlement and any new or additional trustees from time to time of that trust

Articles

the articles of association of the Company

B Shares

27,000 B ordinary shares of £1 each in the capital of the Company

Bank Indebtedness

the amount owing by the Company on the Completion Date to the lenders under or in connection with the facility agreement dated 13 August 2005 (as amended and restated from time to time) and the mezzanine facility agreement dated 13 August 2005 (as amended and restated from time to time) and to the providers of hedging in relation to the facilities provided under those agreements and including any cancellation costs or penalty associated with interest rate swap agreements

Business

collectively, the businesses of the Company and of each of the Subsidiaries at the date hereof

Business Day

a day other than a Saturday, Sunday or public holiday in England and Wales

Buyer’s Group

the Buyer, any holding company of the Buyer or any holding company of that company or any other relevant holding company, any subsidiary of the Buyer and any subsidiary of any such holding company (which shall from Completion include the Group)

Buyer’s Solicitors

Taylor Wessing LLP of 5 New Street Square, London EC4A 3TW

Buyer’s Solicitors Account

the bank account with the following details:

account name:

Taylor Wessing LLP Client Account

account number:

03666328

sort code:

60-80-08

swift code:

NWBKGB2L

IBAN code:

IBAN GB35 NWBK 6080 0803 6663 28

Bank:

National Westminster Bank, Law Courts, Temple Bar Branch PO Box 10720, 217 Strand, London WC2R 1AL

Buyer Warranties

the warranties given by the Buyer in clause 9 and Schedule 6 and each buyer warranty statement shall be a “Buyer Warranty”

Cash

the aggregate of:

(i)        all cash balances in hand or credited to any account and with a financial institution;

(ii)       cheques or other payments lodged but not yet cleared with a financial institution (listed in the agreed form); and

(iii)      any Outstanding Corporation Tax Receivable (save to the extent included in the Initial Consideration),

(and any interest accrued on those balances as at the close of business on the Completion Date), but excluding (i) cheques written or paid by any Group Company that have not yet been deducted from the relevant Group Company account and (ii) any advance, payments from Customers in excess of the value of the work performed

Claim

any claim, action, proceeding or demand for breach of Warranty or any other provision of this Agreement or the Tax Deed

Commercial Due Diligence

Reports

the commercial due diligence reports prepared by CSP Associates, Inc. and Roland Berger Strategy Consultants along with their relevant updates and addendums

the Company

Racal Acoustics Global Limited, short particulars of which are set out in Part 1 of Schedule 2

Company Expenses

collectively, the amount of the unpaid fees or expenses (other than bonuses) that have been or will be incurred by a Group Company on or prior to the Completion Date (whether payable before or after Completion) on behalf of any Group Company or the Sellers in connection with the preparation, negotiation and execution of this Agreement including for the avoidance of doubt any costs relating to the Vendor Due Diligence Reports or otherwise in contemplation of the sale of the Company or the Pre-Completion Reorganisation

Competing Business

any business which directly competes with the Business

Completion

completion of the sale and purchase of the Shares in accordance with the terms of clause 6

Completion Accounts

the accounts to be prepared and agreed by the parties or determined in accordance with Schedule 8 and comprising the Consideration Adjustment Statement, the Working Capital Statement and the Net Debt Statement

Completion Accounts Certificate

the certificate in the form set out in paragraph 8 of Part 1 of Schedule 8

Completion Date

the date on which Completion occurs

Condition Precedents

means:

(a)      the German Federal Cartel Office having cleared or deemed to have cleared the acquisition by the Buyer of the Company from the Sellers and Barclays (the “Cartel Clearance”); and

(b)      no Termination Notice having been served, or to the extent served, not having been resolved in accordance with the provisions of Part 2 of Schedule 9

Confidential Information

all technical, financial, commercial and other information relating to or used exclusively by the Business, including without limitation, trade secrets, know-how, inventions, product information and unpublished information relating to Intellectual Property, object code and source code relating to software, marketing and business plans, projections, current or projected plans or internal affairs of the Group, secret or confidential information, current and/or prospective suppliers and customers (including any customer or supplier lists) and any other person who has had material dealings with them

Consideration

the cash amount to be paid to the Sellers, Barclays or into the Retention Account at Completion in each case pursuant to clause 3.1 as adjusted pursuant to clause 7

Consideration Adjustment

Statement

the statement of adjustments to be prepared pursuant to clause 7.2 in accordance with the provisions of Schedule 8

Consultants

those individuals who are providing services to any Group Company under an agreement which is not a contract of employment with the relevant company including, in particular, where the individual acts as a consultant or is an independent contractor on secondment, and “Consultant” shall mean any one of them

Conversion Rate

the spot selling and buying mid-market closing rate for a transaction between the two currencies in question as quoted by the Financial Times on any date on which a conversion rate is to

be determined in accordance with this Agreement or, if that rate is not quoted on that date, on the first preceding day on which that rate is quoted

Covenantors

Geoffrey Eeles, David Payne, David Watton, Terence Buckley, Andrew Charman and Paul Watson

David Payne Trustees

David Payne and Paul Watson as trustees of the David Payne 2008 Settlement and any new or additional trustees from time to time of that trust

David Watton Trustees

David Watton and Geoffrey Eeles as trustees of the David Watton 2008 Settlement and any new or additional trustees from time to time of that trust

Debt

means:

(a)      all monies owing on the Completion Date to Barclays Bank plc and any accrued but unpaid interest in respect of those monies under or in connection with the facility agreement dated 13 August 2005 (as amended and noted from time to time) and the mezzanine facility agreement dated 13 August 2005 (as amended and restated from time to time);

(b)      the aggregate amounts (if any) of bank debit balances, bonds, notes, loan stock other than the Loan Notes, debentures or other debt instruments, any overdraft outstanding letters of credit and any accrued interest on the foregoing;

(c)      all other amounts that would be treated as indebtedness under UK GAAP;

(d)      any Outstanding Corporation Tax Payable (save to the extent included in the Initial Consideration); and

(e)      any sums owed to HM Revenue & Customs pursuant to withholding tax payable on interest paid or treated as paid pursuant to the Loan Notes, save where such amounts have been included in the Withholding Tax Payment

Deferred Shares

deferred shares of £1 each in the capital of the Company the actual number of which shall be confirmed by the Sellers pursuant to the Statement of Completion Shareholding

Determination Date

the date on which the Completion Accounts are agreed by the parties or determined in accordance with paragraph 6 of Part 1 of Schedule 8

Directors

the persons specified as directors of any of the Group Companies in Parts 1 or 2 of Schedule 2 (the expression “Director” meaning any of them)

Disclosure Documents

the documents attached to the Disclosure Letter as listed in the schedule annexed to the Disclosure Letter

Disclosure Letter

a letter in the agreed form dated on or before the date of this Agreement from the Warrantors to the Buyer, delivered to the Buyer immediately before execution of this Agreement, for which the Buyer has acknowledged receipt

ECI

collectively those limited partnerships set out in Part 2 of Schedule 1 acting by their manager ECI Partners LLP

Employee Bonus

save for the Performance Bonus and the Sales Bonus:

(i)        any and all bonuses payable by any Group Company to any directors, Employees or Consultants pursuant to any bonus scheme relating to the financial performance of any Group Company for all periods ending on or prior to the Completion Date

(ii)       and any bonuses that have been or will be incurred by a Group Company in connection with the preparation, negotiation and execution of this Agreement

Employees

any employee, part time employee, temporary employee or home worker of a Group Company including but not limited to those persons (including directors) whose names appear in the list of employees included in the Disclosure Documents

Encumbrance

any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement

Environment

air, water, land, building, structures, enclosures or other constructions, flora, fauna, humans and any other living organisms

Environmental Due Diligence

Report

the environmental due diligence report prepared by Enviros

Environmental Law

all international, EU, national, federal, state or local laws and all subordinate legislation and regulatory codes of practice concerning the pollution or protection of the Environment which are or were binding upon any Group Company in the relevant jurisdiction in which that Group Company are or has been operating

Environmental Licences

any assessment, authorisation, certificate, consent, licence, permission, permit, ruling, variation, modification, transfer or any other information or approval required by any Environmental Law or agreement made pursuant to Environmental Law

Equity Proportion

the proportion of the aggregate number of A Shares and B Shares held by either a Seller or Barclays following the operation of the ratchet set out in article 24 of the Articles

Financial Due Diligence Report

the financial due diligence and tax report prepared by PricewaterhouseCoopers

Financial Year

a financial year as determined in accordance with section 390 of the Companies Act 2006

Finco

Racal Acoustics Group Limited

GAAP

generally accepted accounting principles in the United Kingdom as set out in all Statements of Standard Accounting Practice, Financial Reporting Standards and Urgent Issues Task Force Abstracts issued by the UK Accounting Standards Board and extant at the Completion Date and all relevant United Kingdom company law

Geoffrey Eeles Trustees

Geoffrey Eeles and David Watton as trustees of the Geoffrey Eeles 2008 Settlement and any new or additional trustees from time to time of that trust

Group

the Company and the Subsidiaries

Group Company

any member of the Group and “Group Companies” shall be construed accordingly

Group Intellectual Property

means all Intellectual Property owned, used or exploited by the Group

Group Life Assurance Scheme

means the Racal Acoustics Limited Group Life Assurance Scheme provided by Unum

Guarantee

the guarantee given in clause 11.1(a) (and, where applicable, includes the indemnity given in clause 11.1(b))

Guaranteed Obligations

has the meaning given in clause 11.1

ICTA

the Income and Corporation Taxes Act 1988

IHTA

the Inheritance Tax Act 1984

ITEPA

the Income Tax (Earnings and Pensions) Act 2003

Indemnity

the indemnity set out in clause 8.11

Independent Accountants

either:

(a)      an independent firm of chartered accountants of international repute agreed by the Warrantor’s Agent, ECI and the Buyer; or

(b)      in default of agreement as to the identity of that independent firm within five Business Days of either party notifying the other of its wish to appoint an independent firm, a specific member of an independent firm of chartered accountants to be nominated on the application of either party by the President for the time being of the Institute of Chartered Accountants in England and Wales

Independent Expert

either:

(a)      an independent firm of chartered accountants of international repute agreed by the Warrantor’s Agent,

ECI and the Buyer; or

(b)      in default of agreement as to the identity of that independent firm within five Business Days of either party notifying the other of its wish to appoint an independent firm, a specific member of an independent firm of chartered accountants to be nominated on the application of either party by the President for the time being of the Institute of Chartered Accountants in England and Wales

Initial Consideration

has the meaning given to it in clause 3.1 to be calculated in accordance with clause 3.2

Insolvency Event

in relation to a person means any of the following events:

(a)      that person ceasing or threatening to cease to carry on business or being deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (provided that, for the purposes of this agreement, the reference to £750 in section 123(1) of that Act shall be construed as a reference to £10,000) or admitting that it is unable to pay its debts as they fall due;

(b)      that person giving notice to any of its creditors that it has suspended or is about to suspend payment of any of its debts or commencing negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness by reason of financial difficulties;

(c)      a meeting of that person’s creditors being convened or held;

(d)      an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) being entered into or proposed by or in relation to that person;

(e)      a moratorium coming into force in respect of that person in accordance with paragraph 8.1 of Schedule A1 to the Insolvency Act 1986 or that person applying to the court for an interim order under section 253 of the Insolvency Act 1986;

(f)       a receiver, administrative receiver taking possession of or being appointed over or a mortgagee, chargee or other encumbrancer taking possession of the whole or any material part of the assets of that person;

(g)      any distress or execution being levied or enforced (and not being discharged or applied to be set aside within seven days) on any asset of that person;

(h)      that person or its directors or the holder of a qualifying floating charge (as defined in Schedule B1 to the

Insolvency Act 1986) giving notice of his, their or its intention to appoint an administrator in accordance with paragraphs 18 or 26 of Schedule B1 to the Insolvency Act 1986;

(i)        that person or its directors or any of its creditors or the holder of a qualifying floating charge (as defined in Schedule B1 to the Insolvency Act 1986) making an application to the court for the appointment of an administrator;

(j)        an administrator being appointed of that person under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 or otherwise;

(k)      a petition being presented (and not being discharged within 14 days) or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of that person or that person being struck off the register of companies; or

(l)        the happening in relation to that person of an event analogous to any of the above in any jurisdiction

Instruction Letter

a letter from the Buyer and Warrantors’ Agent and ECI on behalf of the Sellers and Barclays to the Buyer’s Solicitors and Sellers’ Solicitors relating to the Retention in agreed form a draft of which is set out in Part 2 of Schedule 10

Insurance Due Diligence Report

the insurance due diligence report prepared by Marsh Limited

Intellectual Property

patents, trade marks, service marks, registered designs, trade names, business names, domain names, rights in designs, copyright, computer software and database rights, rights in know-how and other intellectual property rights whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect anywhere in the world

Investor Loan Note Instrument

the loan note instrument constituting £13,947,000 10% fixed rate unsecured loan notes due 2015 and payment in kind notes of Finco dated 13 August 2005, as amended on 9 September 2005

Investor Loan Notes

unsecured loan notes issued by Finco pursuant to the Investor Loan Note Instrument

IPR Agreements

means all agreements, contracts and permissions which relate to any Intellectual Property used by the Group, including: (a) those under which third parties permit use of Intellectual property by a Group Company; (b) those pursuant to which the Group permits a third party to use any Owned Intellectual Property; and (c) all confidentiality and non-disclosure agreements relating to know-how or other confidential information relating to any product which is being, or has during the last three years, been supplied or offered for supply by any Group Company

IT Systems

means the information and communications technologies used by the Group in relation to the Business, including all computer software, firmware, hardware, equipment, ancillary equipment (including telecommunications, network and internet-related equipment) and data owned or used by the Group Companies and stored in electronic form

Key Client

each of the Ministry of Defence, Thales Holland, Canadian Department of National Defense (Public Works Government Services Contract and Department of National Defense), Bharat Electronics, Eylex, Thales Avionics, Northrop Grumman, SPAWAR (US Marine Corp), Gentex Thales Communications Inc, BOWMAN & Tactical Communications & Information IPT, Simex Equipment, Inc., BAE Systems (Operations) Ltd, BAE Systems, Babcock Support Services Limited, General Dynamics UK Ltd, Television Equipment Associates

Key Contracts

contracts in force at any time in the last three years between a Group Company on the one hand and either a Substantial Supplier or Key Client on the other hand

Key Employees

those Employees earning in excess of £50,000 per annum at the Completion Date and each of Andrew Charman, David Moulton, David Payne, Duncan Skinner and Gareth Vickers

Loan Notes

the Investor Loan Notes, the RBS Loan Notes and the Other Management Loan Notes

Management Accounts

the management accounts of the Group Companies for the period of ten months from the Accounts Date, copies of which are included in the Disclosure Documents

Michael Derbyshire Trustees

Michael Derbyshire and James Green as trustees of the Michael Derbyshire 2008 Settlement and any new or additional trustees from time to time of that trust

Net Debt

Cash less Debt

Net Debt Statement

the statement of Net Debt to be prepared in accordance with Schedule 8

Net Debt Target

the Bank Indebtedness ¹

Non-Disclosable Information

all information which relates to the negotiations relating to and the terms of this Agreement and the commercial or financial arrangements of any party

Other Management Loan Notes

unsecured loan notes issued by Finco pursuant to the Other Management Loan Note Instrument

Other Management Loan Note

Instrument

the loan note instrument constituting £1,368,517 5% fixed rate unsecured loan notes due 2015 of Finco dated 13 August 2005

Outstanding Corporation Tax

Payable

the amount of any corporation tax payable by a Group Company to a Tax Authority as at the Completion Date (excluding any deferred tax) save to the extent that such amount has been taken into account in determining the Outstanding Corporation Tax Receivable

Outstanding Corporation Tax

Receivable

the amount of any corporation tax that has been paid in advance or overpaid by a Group Company to a Tax Authority as at the Completion Date (excluding any deferred tax) save to the extent that such amount has been taken into account in determining the Outstanding Corporation Tax Payable

Owned Intellectual Property

all Intellectual Property owned by any Group Company including the Intellectual Property as set out in [Appendix 1 in the agreed form

Paul Watson Trustees

Paul Watson and Andrew Charman as Trustees of the Paul Watson 2008 Settlement and any new or additional trustees from time to time of the trust in respect of which such Trustee Sellers are entering into this Agreement as trustee

Pension Schemes

means the money purchase group personal pension scheme with Friends Provident, the stakeholder pension scheme designated with Friends Provident and the Group Life Assurance Scheme

Pensionable Employee

a director or Employee or former director or former employee of any of the Group Companies

Performance Bonus

means the performance bonus of £575,000 (including employer’s and employee’s national insurance contributions and PAYE) by the Group to certain employees pursuant to the Group’s annual operational bonus scheme

Period

36 months from Completion in relation to Geoffrey Eeles, Terence Buckley and David Watton and 18 months from Completion for Andrew Charman, Paul Watson and David Payne

Pre-Completion Reorganisation

the pre-completion reorganisation of the Group comprising the establishment of Rag Newco Limited as a wholly-owned subsidiary of the Company, the acquisition by Rag Newco Limited of Racal Acoustics Group Limited the reduction of capital of Rag Newco Limited or actions to be carried out in accordance with, and as set out in more detail in, the PricewaterhouseCoopers steps paper disclosed at tab 18.1 of the Disclosure Documents

Properties

the leasehold properties short particulars of which appear in Schedule 4 and references to “the Properties” shall extend to any part or parts thereof

Racal Pension Schemes

the Racal Group Executive Pension Plan, the Racal Group Staff Plan and Life Assurance Scheme, the Racal Group Executive Manager and Senior Manager Pension Scheme and the Racal Group Retirement Benefit Scheme

RBS Loan Note Instrument

the loan note instrument constituting £8,000,000 10% fixed rate unsecured loan notes due 2015 and payment in kind notes of Finco dated 13 August 2005

RBS Loan Notes

unsecured loan notes issued by Finco pursuant to the RBS Loan Note Instrument

Restricted Area

United Kingdom, the Republic of Ireland, France, Germany, Sweden, USA and Canada

Retention Account

has the meaning given to it in Schedule 10

Sanne Trust

Sanne Trust Company Limited as trustee of Racal Acoustics Global employee benefit trust

Sales Bonus

means the sum of £300,000 (including employer’s and employee’s national insurance contributions and PAYE) payable to certain employees as exit sales bonuses

Sellers’ Solicitors

SJ Berwin LLP of 10 Queen Street Place, London EC4R 1BE

Sellers’ Solicitors’ Account

the bank account with the following details:

account name:

SJ Berwin LLP Client Account

account number:

10644994

sort code:

20-36-47

swift code:

BARCGB22

IBAN code:

GB33 BARC 2036 4710 6449 94

Bank:

Barclays Bank plc, 1 Churchill Place, London E14 5HP

Shares

the A Shares, the B Shares and the Deferred Shares to be issued pursuant to the ratchet in articles 24 of the Articles

Statement of Completion

Shareholding

the statement of the number of A Shares, B Shares and Deferred Shares held by each shareholder following the operation of the ratchet in article 24 of the Articles and each Seller’s and Barclays’ equity proportion

Stock Take Schedule

the stock take schedule to be prepared in accordance with Schedule 8

Subsidiaries

those companies or other persons (whether or not registered in the United Kingdom) short particulars of which appear in Part 2 of Schedule 2 and the expression “Subsidiary” shall mean any one of the Subsidiaries

Substantial Supplier

each of Sanmina, Hi Tech Mouldings Limited, Minnesota Wire & Cable Co, ACW Technology Limited, Amphenol Limited, Ray Service S.R.O., Euro Technical Services London Limited, Sterling Springs Limited, Panbury Electronics Limited, General Electronics Services Limited, S.M. Alexander (Plastics) Limited, AWS Electronics Limited, Jaltek Systems Limited, Jarvis Manufacturing Co and Kenard Eng

Target Amount

has the meaning given to it in clause 7.2

Taxation

has the meaning given to it in the Tax Deed

Tax Authority

has the meaning given to it in the Tax Deed

Tax Deed

the tax deed in the agreed form

Tax Warranties

the tax warranties set out in Part 3 of Schedule 5 to this Agreement

TCGA

the Taxation of Chargeable Gains Act 1992

Terence Buckley Trustees

Terence Buckley and Geoffrey Eeles as trustees of the Terence Buckley 2008 Settlement and any new or additional trustees from time to time of that trust

Trustee Sellers

the Terence Buckley Trustees, the Andrew Charman Trustees, the Michael Derbyshire Trustees, the Geoffrey Eeles Trustees, the David Payne Trustees, the Paul Watson Trustees and the David Watton Trustees

TUPE

the Transfer of Undertakings (Protection of Employment) Regulations 2006

VAT

value added tax as provided for in the VATA, and any tax imposed in substitution for it, goods and services tax and any other equivalent tax in any other jurisdiction