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8III.THE ARBITRAL TRIBUNALThe Arbitral Tribunal has been constituted as follows:1. Eric Morgan de Rivery (appointed as Co-arbitrator upon proposal of theClaimant)Lovells37, avenue Pierre ler de Serbie75008 ParisFrancetel.: 00-33-1-53.67.47.47fax: 00-33-1-53.67.47.482. Matthieu de Boissason (appointed as Co-arbitrator upon proposal of theRespondents)Darrois Villey Maillot Brochier69, avenue Victor Hugo75783 Paris cedex 16Francetel.: 00-33-1-45.02.19.19fax: 00-33-1-45.01.91.68/00-33-1-45.00.62.653. Jean-Marie Nelissen Grade (chairman of the Arbitral Tribunal, appointedupon joint proposal of the coarbitrators)Linklaters De Bandt13, rue Brederode1000 BrusselsBelgiumtel.: 00-32-2-501.94.13fax: 00-32-2-501.95.83With the agreement of the parties, the Tribunal has appointed Me Frangoise Lefevre,residing in Brussels, as Secretary to the Tribunal.IV.BACKGROUND1. On April 19/22, 1999, Vision N.V. and Valvision signed an Agreement forthe Sale and Purchase of 73.775% of the issued and outstanding share capitalof Reseaux Cables de France S.A (hereinafter referred to as "RCF") for anamount of NLG 29,612,541 (hereinafter referred to as the "SPA"). CpMMERCE INTF, N.4,Tha obli 9ation of Vision N V to sell the shares to Valvision wavy ject only tothe rights of pre-emption held by RCF's Minority Shareholder j RWTIPNALE D'ARBITRAGEINTERNATIONAL COURT OF ARBITRATIONA02338488/0.31/16 Oct 2002Tom,tR!>
9agreement entered into in 1995 between the shareholders of RCF (hereinafterreferred to as the "General Agreement").The General Agreement also provided for tag along rights to three MinorityShareholders. Had all the Minority Shareholders exercised their tag alongrights, Valvision would have been obligated to purchase 100% of the shares.The Core Minority Shareholders exercised their pre-emption rights on May 31,,1999. Valvision's position is that the Core Minority Shareholders did not exercisetheir pre-emption rights regularly in the manner specified by the GeneralAgreement. Vision B.V. and Vision N.V. on the other hand holds the positionthat the pre-emption rights were duly exercised. Vision N.V. sold the RCFshares to the Core Minority Shareholders.Valvision claims that "KPN" breached the SPA and is liable to Valvision fordamages.V. SUMMARY OF THE ARBITRAL PROCEEDINGS2. By letter received on June 29, 1999, Valvision sent to the Secretariat ofthe International Court of Arbitration its Request for Arbitration against VisionN.V. and Vision B.V. and, later, nominated Mr. Eric Morgan de Rivery as Arbitrator.On August 13, 1999, Vision N.V. and Vision B.V. filed their answer to the Requestfor Arbitration, designated Mr. Matthieu de Boisseson as Arbitrator andfiled a counterclaim against Valvision.On September 14, 1999, Valvision filed its reply to counterclaim.On October 8, 1999, the ICC informed Mr. Jean-Marie Nelissen Grade of hisappointment by the coarbitrators as Chairman of the Arbitral Tribunal.On October 12, 1999, the Chairman accepted his appointment. He disclosed inhis declaration of independence that, although neither he nor any member ofthe firm De Bandt, van Hecke, Lagae & Loesch of which he was a partner hadany professional relationship with any of the parties to the arbitration, the Englishlaw firm Linklaters, associated with De Bandt, van Hecke, Lagae & Loeschwithin Linklaters & Alliance, had acted for Vision N.V. in the past, prior to thechange of control of the company, and was handling one outstanding matter inrelation to an employment dispute in which it had been acting for some time.The Chairman declared however that he believed that these circumstances didnot affect his independence.On October 18 , 1999 , Vision N. V. and Vision B . V. confirmed that the MLwcE I NTERhave any objection to the appointment of Mr. Jean-Marie Neliss bird e asChairman of the Arbitral Tribunal. Q °tiyeU COUR INTERNATIONALE D'ARBITRAGEirA02338488/0.31/16 Oct 2002INTERNATIONAL COURT OF ARBITRATIONCHAMBE
Page 1 and 2: International Chamber of CommerceTh
Page 3 and 4: In the matter of an arbitrationBETW
Page 5 and 6: 37. Conclusion 545. The context of
Page 7 and 8: 51. ABBREVIATIONS - DEFINITIONSP. A
Page 9: 7II.THE PARTIESThe parties in this
Page 13 and 14: 115. The Terms of Reference were si
Page 15 and 16: 13On February 6, 2001, a witness su
Page 17 and 18: 15In particular, the Arbitral Tribu
Page 19 and 20: 17On April 15, 1999, the seller sen
Page 21 and 22: 19On the same day, Vision N.V. waiv
Page 23 and 24: 21Valvision had incurred substantia
Page 25 and 26: 23an amount of FRF 337,100 (= 51,39
Page 27 and 28: 251. IN GENERAL§1. THE JURISDICTIO
Page 29 and 30: 27The Arbitral Tribunal is of the o
Page 31 and 32: 2949. The question arises as to the
Page 33 and 34: 3153. As a conclusion, the Arbitral
Page 35 and 36: 33paragraphs of this provision appe
Page 37 and 38: 35bank employees, including Sunday.
Page 39 and 40: 37could reasonably derive from each
Page 41 and 42: 39§5. VISION N.V. AND VISION B.V.'
Page 43 and 44: 4180. In R.sub 5, Vision N.V. and V
Page 45 and 46: 43UPC se developpe rapidement en Eu
Page 47 and 48: 45the General Agreement and, more s
Page 49 and 50: 47towards the seller. (See also, Pr
Page 51 and 52: 49ers a price adjustment, which mig
Page 53 and 54: 51Should Vision N.V. and Vision B.V
Page 55 and 56: 53F.2: "Seller shall furnish Purcha
Page 57 and 58: 55He reiterated the same message on
Page 59 and 60: 57Such interpretation, which is con
Page 61 and 62:
59Vision N.V. also allowed the Core
Page 63 and 64:
61123. The Arbitral Tribunal is how
Page 65 and 66:
63128. The concept of "damage" refe
Page 67 and 68:
65the Hoge Raad of February 20, 197
Page 69 and 70:
672. The abstract method138. This t
Page 71 and 72:
69presented together to the judge/a
Page 73 and 74:
71Proportion of Mediareseaux' purch
Page 75 and 76:
733. Valvision lawyers' fees149. Va
Page 77:
75Place of arbitration : Londonv V,
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