Exhibit 99.2
Share Purchase Agreement
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) made and entered into this 11th Day of March 2013 (the “Execution Date”),
BETWEEN
Ong Tiong Sin (Passport No: A26765792) of No 61 Jalan Setiabakti, Bukit Damansara, Kuala Lumpur, Malaysia
(the “SELLER”)
And
Ong Tiong Guan (Passport No: A18971190) of No 17 Jalan Setia Kasih 4, Bukit Damansara, Kuala Lumpur, Malaysia
(the “PURCHASER”)
BACKGROUND
| A. | The Seller is the 100% owner of record of an aggregate 1 Ordinary Fully Paid Shares (the “Share”) of Claradon Investments Limited (the “Corporation”), with the registered address of Sea Meadow House, Blackburne Highway, P.O. Box 116, Road Town, Tortola, British Virgin Islands. |
| B. | The Seller desires to sell the Share to the Purchaser and the Purchaser desires to purchase the Share from the Seller |
IN CONSIDERATION OF and as a condition of the parties entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows:
Purchase and Sale
| 1. | The Seller agrees to sell and the Purchaser agrees to purchase all the rights, title, interest and property of the Seller in the Share for an aggregate purchase price of Fifty Million Dollars (USD 50,000,000.00) (the “Purchase Price”). |
| 2. | A fixed sum of US$50,000,000.00 will be payable on March 11, 2014 (the “Payment Date”) |
| 3. | An additional interest payment of 6.0% of the principal amount US$50,000,000.00 will be payable by the Buyer to the Seller on Payment Date. |
| 4. | All payments will be in the form of certified check, wire transfer or bank draft of immediately available funds. In the case of direct wire transfer, the Seller will give notice the Purchaser of the bank account at least five business days prior to Payment Date. |
Representations and Warranties of the Seller
The Seller warrants and represents to the Purchaser as follows:
| a. | The Seller would not be recognized as an issuer or insider of the Corporation as defined or recognized under applicable securities laws and regulations |
| b. | Except as provided in the incorporating documents of the Corporations or as indicated on the face of the certificates for the Share, the Purchaser would not be prevented or restricted in any way from re selling the Share in the Future. |
This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of Malaysia.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
| /s/ Ong Tiong Sin |
/s/ Ong Tiong Guan | |||
| Ong Tiong Sin | Ong Tiong Guan | |||
| /s/ Judy S. Ong |
/s/ Tan Soot Hua | |||
| Witness | Witness | |||
| Judy S. Ong | Tan Soot Hua | |||