sc13d

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JMSAHal6VtBu1FXFBs6GDYnfVPewP6NseYqMNFrHPnM0WdJshKDUNRVRZMwZjFAj 9yTZRvMZrbbCzJoDVbCM2g== 0000950123-10-023125.txt : 20100310 0000950123-10-023125.hdr.sgml : 20100310 20100310170029 ACCESSION NUMBER: 0000950123-10-023125 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20100310 DATE AS OF CHANGE: 20100310 GROUP MEMBERS: BUTTERFIELD TRUST (SWITZERLAND) LIMITED GROUP MEMBERS: LAURENT ASSCHER GROUP MEMBERS: THE KATELIA TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IXIA CENTRAL INDEX KEY: 0001120295 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 954635982 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60547 FILM NUMBER: 10671221 BUSINESS ADDRESS: STREET 1: 26601 W AGOURA RD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8188711800 MAIL ADDRESS: STREET 1: 26601 W. AGOURA RD CITY: CALABASAS STATE: CA ZIP: 91302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Katelia Capital Group Ltd. CENTRAL INDEX KEY: 0001486317 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TRIDENT CHAMBERS STREET 2: P.O. BOX 146, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 011.1.284.494.2434 MAIL ADDRESS: STREET 1: TRIDENT CHAMBERS STREET 2: P.O. BOX 146, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 SC 13D 1 v55458sc13d.htm SC 13D sc13d

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. __)

Ixia

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45071R109

(CUSIP Number)

Katelia Capital Group Ltd.
Trident Chambers
P.O. Box 146, Road Town
Tortola, British Virgin Islands
1 - 284 - 494 - 2434

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 2, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

TABLE OF CONTENTS


	ITEM 1. Security and Issuer
	ITEM 2. Identity and Background
	ITEM 3. Source and Amount of Funds or Other Consideration
	ITEM 4. Purpose of Transaction
	ITEM 5. Interest in Securities of the Issuer
	ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	ITEM 7. Material to be Filed as Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1
EX-99.2
EX-99.3


CUSIP No.		45071R109	13D	Page		2		of		33

NAME OF REPORTING PERSONS

Katelia Capital Group Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

SOLE VOTING POWER

NUMBER OF

0 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

13,108,000 shares, the voting power of which is shared with (i) The Katelia Trust, (ii) Butterfield Trust (Switzerland) Limited, as Trustees of The Katelia Trust, and (iii) Laurent Asscher.

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

0 shares

WITH

SHARED DISPOSITIVE POWER

13,108,000 shares, the dispositive power of which is shared with (i) The Katelia Trust, (ii) Butterfield Trust (Switzerland) Limited, as Trustees of The Katelia Trust, and (iii) Laurent Asscher.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,108,000 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

20.8%

TYPE OF REPORTING PERSON


CUSIP No.		45071R109	13D	Page		3		of		33

NAME OF REPORTING PERSONS

The Katelia Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

SOLE VOTING POWER

NUMBER OF

0 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

13,108,000 shares, the voting power of which is shared with (i) Katelia Capital Group Ltd., (ii) Butterfield Trust (Switzerland) Limited, as Trustees of The Katelia Trust, and (iii) Laurent Asscher.

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

0 shares

WITH

SHARED DISPOSITIVE POWER

13,108,000 shares, the dispositive power of which is shared with (i) Katelia Capital Group Ltd., (ii) Butterfield Trust (Switzerland) Limited, as Trustees of The Katelia Trust, and (iii) Laurent Asscher.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,108,000 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

20.8%

TYPE OF REPORTING PERSON


CUSIP No.		45071R109	13D	Page		4		of		33

NAME OF REPORTING PERSONS

Butterfield Trust (Switzerland) Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Switzerland

SOLE VOTING POWER

NUMBER OF

0 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

13,108,000 shares, the voting power of which is shared with (i) Katelia Capital Group Ltd., (ii) The Katelia Trust, and (iii) Laurent Asscher.

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

0 shares

WITH

SHARED DISPOSITIVE POWER

13,108,000 shares, the dispositive power of which is shared with (i) Katelia Capital Group Ltd., (ii) The Katelia Trust, and (iii) Laurent Asscher.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,108,000 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

20.8%

TYPE OF REPORTING PERSON


CUSIP No.		45071R109	13D	Page		5		of		33

NAME OF REPORTING PERSONS

Laurent Asscher

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

France

SOLE VOTING POWER

NUMBER OF

10,916 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

13,108,000 shares, the voting power of which is shared with (i) Katelia Capital Group Ltd., (ii) The Katelia Trust, and (iii) Butterfield Trust (Switzerland) Limited, as Trustees of The Katelia Trust.

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

10,916 shares

WITH

SHARED DISPOSITIVE POWER

13,108,000 shares, the dispositive power of which is shared with (i) Katelia Capital Group Ltd., (ii) The Katelia Trust, and (iii) Butterfield Trust (Switzerland) Limited, as Trustees of The Katelia Trust.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,118,916 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

20.8%

TYPE OF REPORTING PERSON


CUSIP No.		45071R109	13D	Page		6		of		33

ITEM 1. Security and Issuer

This Statement relates to the Common Stock, without par value (“Common Stock”), of Ixia, a California corporation (“Ixia” or the “Company”). The address of the Company’s principal executive offices is 26601 W. Agoura Road, Calabasas, California 91302.

ITEM 2. Identity and Background

(a) This Statement is being filed jointly by Katelia Capital Group Ltd. (“Katelia Capital”), a company organized under the laws of the British Virgin Islands, by The Katelia Trust (the “Trust”), by Butterfield Trust (Switzerland) Limited, as trustees of The Katelia Trust under Trust Deed dated 19 November 2009 (the “Trustee”), and Laurent Asscher. Katelia Capital is the record owner of 13,108,000 shares. The Trust is the principal beneficial owner of the voting equity interest in Katelia Capital. The Trust is a trust organized under the laws of the British Virgin Islands. Mr. Asscher is an advisor to Katelia Capital. The Trustee is a company organized under the laws of Switzerland. Katelia Capital, the Trust, the Trustee and Mr. Asscher, are sometimes together referred to as the “Reporting Persons.”

(b)-(c) The address of the principal business office of Katelia Capital is Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands. Katelia Capital is a British Virgin Islands company.

The address of the principal business office of the Trust and of the Trustee is 16, boulevard des Tranchees, 1206 Geneva, Switzerland. The Trust is a British Virgin Islands trust. The Trustee is a Swiss company.

The principal business address of Mr. Asscher is c/o Airtek Capital Group, S.A., IT Tower, av Louise, 480, 1050 Brussels, Belgium. Mr. Asscher is a French citizen.

(d) During the past five years, neither Katelia Capital, the Trust, the Trustee nor Mr. Asscher has been convicted in a criminal proceeding.

(e) During the past five years, neither Katelia Capital, the Trust, the Trustee nor Mr. Asscher has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Asscher is a French citizen.

ITEM 3. Source and Amount of Funds or Other Consideration

Katelia Capital acquired an aggregate of 13,108,000 shares of the Common Stock of Ixia in private transactions. The purchases were made on the dates, for the numbers of shares and for the consideration set forth below:

Number

Per Share

Acquired From

Date

of Shares

Consideration

Technology Capital Group S.A.

03/02/2010

11,983,500

8.14

⁽¹⁾

The Swaylands Corp.

03/02/2010

1,124,500

8.14

⁽²⁾

13,108,000


(1)		Katelia Capital purchased the Shares from the seller in a private transaction for consideration consisting of shares of capital stock of the acquiror having an aggregate value equal to $97,545,690.

(2)		Katelia Capital purchased the Shares from Swaylands Corp. for cash consideration in the form of a loan from the seller to the acquiror that is secured by shares of Ixia Common Stock (other than the shares subject to such share purchase transaction).


CUSIP No.		45071R109	13D	Page		7		of		33

ITEM 4. Purpose of Transaction

Katelia Capital acquired the shares of Ixia Common Stock as a passive investment on March 2, 2010. Neither Katelia Capital, the Trust, the Trustee nor Mr. Asscher has any current plans or proposals in place which relate to or would result in any of the consequences enumerated in paragraphs (a) - (j) of Item 4 of Schedule 13D.

ITEM 5. Interest in Securities of the Issuer

The following information with respect to the ownership of Ixia’s Common Stock by each of the Reporting Persons is provided as of March 2, 2010. The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock as reported in the Company’s Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2009.


(a)	1.	Aggregate number of shares beneficially owned: See Row 11 of cover page for each Reporting Person.

		With respect to the aggregate number of shares beneficially owned by Mr. Asscher, such number includes 10,916 shares owned directly by Mr. Asscher. The number does not include an aggregate of 5,571 shares subject to Restricted Stock Units held by Mr. Asscher which will vest and be issued more than 60 days after March 2, 2010.

	2.	Percentage: See Row 13 of cover page for each Reporting Person.

(b)	1.	Sole power to vote or to direct vote: See Row 7 of cover page for each Reporting Person.

	2.	Shared power to vote or to direct vote: See Row 8 of cover page for each Reporting Person.

	3.	Sole power to dispose or to direct the disposition: See Row 9 of cover page for each Reporting Person.

	4.	Shared power to dispose or to direct disposition: See Row 10 of cover page for each Reporting Person.


(c)		During the past 60 days, Katelia Capital has effected private purchases of an aggregate of 13,108,000 shares of Ixia Common Stock. See Item 3 above.

(d)		Not applicable.

(e)		Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than (i) the Agreement to File Joint Statements filed as Exhibit 1 to this Schedule 13D, (ii) the Transfer Agreement between TCG and Katelia Capital filed as Exhibit 2 to this Schedule 13D, (iii) the Share Purchase Agreement between Katelia Capital and Swaylands Corp. filed as Exhibit 3 to this Schedule 13D, and (iv) Mr. Asscher’s service as an investment advisor to Katelia Capital, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies.


CUSIP No.		45071R109	13D	Page		8		of		33

ITEM 7. Material to be Filed as Exhibits


Exhibit
Number		Description
1		Agreement to File Joint Statements on Schedule 13D

2		Transfer Agreement dated as of March 2, 2010 between Technology Capital Group S.A. and Katelia Capital Group Limited

3		Share Purchase Agreement dated as of March 2, 2010 between Katelia Capital Group Ltd. and Swaylands Corp.


CUSIP No.		45071R109	13D	Page		9		of		33

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: March 2, 2010 KATELIA CAPITAL GROUP LTD.
By:	Pendragon Management, a Director

By:	/s/ Philippe Lenz
	Print Name:	Philippe Lenz
	Title:	Authorized Signatory


By:	/s/ James Parker
	Print Name:	James Parker
	Title:	Authorized Signatory

THE KATELIA TRUST
By:	Butterfield Trust (Switzerland) Limited, as Trustees

By:	/s/ Philippe Lenz
	Print Name:	Philippe Lenz
	Title:	Authorized Signatory


By:	/s/ James Parker
	Print Name:	James Parker
	Title:	Authorized Signatory

BUTTERFIELD TRUST (SWITZERLAND) LIMITED
By:	/s/ Philippe Lenz
	Print Name:	Philippe Lenz
	Title:	Authorized Signatory


By:	/s/ James Parker
	Print Name:	James Parker
	Title:	Authorized Signatory

Date: March 3, 2010


/s/ Laurent Asscher
Laurent Asscher (signature)

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)


CUSIP No.		45071R109	13D	Page		10		of		33

EXHIBIT INDEX


Exhibit
Number	Description	Page
1	Agreement to File Joint Statements on Schedule 13D	Page 11 of 33 pages

2	Transfer Agreement dated as of March 2, 2010 between Technology Capital Group S.A. and Katelia Capital Group Limited	Page 13 of 33 pages

3	Share Purchase Agreement dated as of March 2, 2010 between Katelia Capital Group Ltd. and Swaylands Corp.	Page 19 of 33 pages

EX-99.1 2 v55458exv99w1.htm EX-99.1 exv99w1


CUSIP No.		45071R109	13D	Page		11		of		33

EXHIBIT 1
AGREEMENT TO FILE JOINT
STATEMENTS ON SCHEDULE 13D

THIS AGREEMENT is entered into as of the 2nd day of March, 2010 by and between Katelia Capital Group Ltd., a company organized under the laws of the British Virgin Islands (“Katelia Capital”); The Katelia Trust, a trust organized under the laws of the British Virgin Islands (the “Trust”); Butterfield Trust (Switzerland) Limited, a company organized under the laws of Switzerland (the “Trustee”); and Laurent Asscher, a French citizen (“Asscher”).

WITNESSETH

WHEREAS, Katelia Capital, the Trust, the Trustee and Asscher may each be deemed to have beneficial ownership of more than five percent of the shares of the Common Stock of Ixia, a California corporation (the “Common Stock”), as of the date hereof;

WHEREAS, the Common Stock has been registered by Ixia under Section 12(g) of the Securities Exchange Act of 1934 (the “Act”);

WHEREAS, pursuant to Rule 13d-1 under the Act, any person who holds more than five percent of such a class of registered equity securities is, under certain circumstances, permitted and/or required to file with the Securities and Exchange Commission a statement on Schedule 13D; and

WHEREAS, Rule 13d-1(k) under the Act provides that, whenever two or more persons are permitted to file a statement on Schedule 13D with respect to the same securities, only one such statement need be filed, provided such persons agree in writing that such statement is filed on behalf of each of them.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, the parties hereby agree as follows:

Each of Katelia Capital, the Trust, the Trustee and Asscher hereby agrees, in accordance with Rule 13d-1(k) under the Act, to file jointly any and all statements and amended statements on Schedule 13D (the “Statements”) which may now or hereafter be required to be filed by them with respect to the Common Stock beneficially owned or deemed to be beneficially owned by each of them pursuant to Sections 13(d) and 13(g) of the Act and the rules thereunder.

Each of Katelia Capital, the Trust, the Trustee and Asscher hereby agrees that such Statements shall be filed jointly on behalf of each of them and that a copy of this Agreement shall be filed as an exhibit thereto in accordance with Rule 13d-1(k)(1) under the Act.

This Agreement may be executed in counterparts which together shall constitute one agreement.


CUSIP No.		45071R109	13D	Page		12		of		33

IN WITNESS WHEREOF, the parties have executed this Agreement or caused this Agreement to be signed on their behalf by their duly authorized representatives as of the date first above written.


KATELIA CAPITAL GROUP LTD.
By:	Pendragon Management, a Director

By:	/s/ Philippe Lenz
	Print Name:	Philippe Lenz
	Title:	Authorized Signatory


By:	/s/ James Parker
	Print Name:	James Parker
	Title:	Authorized Signatory

THE KATELIA TRUST
By:	Butterfield Trust (Switzerland) Limited, as Trustees

By:	/s/ Philippe Lenz
	Print Name:	Philippe Lenz
	Title:	Authorized Signatory


By:	/s/ James Parker
	Print Name:	James Parker
	Title:	Authorized Signatory

BUTTERFIELD TRUST (SWITZERLAND) LIMITED
By:	/s/ Philippe Lenz
	Print Name:	Philippe Lenz
	Title:	Authorized Signatory


By:	/s/ James Parker
	Print Name:	James Parker
	Title:	Authorized Signatory


/s/ Laurent Asscher
Laurent Asscher (signature)

EX-99.2 3 v55458exv99w2.htm EX-99.2 exv99w2

EXHIBIT 2


CUSIP No.		45071R109		Page		13		of		33

TRANSFER AGREEMENT

Between

TECHNOLOGY CAPITAL GROUP S.A.

(as transferor)

and

KATELIA CAPITAL GROUP LIMITED

(as transferee)

Relating to

IXIA COMMUNICATIONS, INC.



Private & Confidential


CUSIP No.		45071R109		Page		14		of		33

THIS TRANSFER AGREEMENT is made on second March 2010 (the “Agreement”)

BETWEEN

	(1)		Technology Capital Group S.A., a limited liability company incorporated under the laws of Luxembourg with its registered office at 2, avenue Charles de Gaulle, L-1653 Luxembourg (hereinafter the “Transferor”); and

	(2)		Katelia Capital Group Ltd, a company incorporated under the laws of the British Virgin Islands and having its registered office at Trident Chambers, PO Box 146, Road Town, Tortola, British Virgin Islands (hereinafter the “Transferee”).

Transferor and Transferee are also hereinafter referred to collectively as the “Parties” or individually as the “Party”.

WHEREAS

	A)		The Transferor owns 23’967’000 shares in the issued share capital of Ixia Communications, Inc, a company incorporated under the laws of the state of California and having its principal office at 26601 West Agoura Road, Calabasas, California 91302 and registered on the NASDAQ Stock Market LLC (the “Company”).

	B)		The Transferor has agreed to transfer to the Transferee and the Transferee has agreed to acquire 11’983’500 (in writing: eleven million nine hundred and eighty three thousand five hundred) shares in the issued share capital of the Company (the “Shares”) as a contribution in kind, upon the terms and conditions set forth in this Agreement.

NOW THEREFORE THE PARTIES HERETO HAVE AGREED AS FOLLOWS:

1. Transfer

	1.1.		Subject to the terms and conditions of this Agreement, the Transferor hereby transfers to the Transferee and the Transferee hereby acquires the Shares as a contribution in kind free from all liens, charges and encumbrances and with all rights attaching.

	1.2.		The transfer of the Shares shall take effect from the Closing Date and the Transferee shall be entitled to all dividends and distributions declared, paid or made by the Company on or after the Closing Date.



Private & Confidential


CUSIP No.		45071R109		Page		15		of		33

2. Consideration

	2.1.		The consideration for the Shares shall equal the NASDAQ Official Closing Price as of the day before the Closing Date (the “Share Consideration”).

	2.2.		The Transferor and the Transferee agree that the Shares will be contributed in kind by the Transferor to the Transferee on the Closing Date.

	2.3.		The Share Consideration for the contribution in kind is paid by the Transferee to the Transferor by issuance of 500 fully paid up registered non-voting preferred shares of par value USD 1 (one United States Dollar) (“Preference Shares”). The Preference Shares confer no voting rights to the holder of the Preference Shares.

3. Closing Date

	3.1.		The closing of the sale and transfer of the Shares shall take place on 2nd March 2010 (the “Closing Date”).

	3.2.		On the Closing Date the following actions will be performed:

	a)		The Transferor shall transfer the Shares to the Transferee and the Transferee shall accept such transfer of the Shares from the Transferor. The Transferor shall inform the Company and request the Company to update the shareholder’s register of the Company and add the Transferee as shareholder of the Shares. In this respect the Transferor shall be entitled to provide the Company with a copy of this Agreement if it is requested to do so by the Company.

	b)		The Transferor shall complete and execute a document substantially similar to the stock power attached hereto as schedule 1.

	c)		The Transferee shall issue the Preference Shares. The Transferee shall update its shareholder’s register and add the Transferor as shareholder of the Preference Shares.

4. Filing requirements

The Parties shall not later than one Business Day following the Closing Date make all filings and submissions required under the US Security Exchange Act of 1934 or such other applicable act or regulation, in connection with the transaction contemplated herein and they should inform each other about such filings and submissions. The Transferor agrees, upon request of the Transferee, to cooperate with the Transferee in order to enable the Transferee to comply with its undertaking set forth in this Article 4.

5. Representations and Warranties of the Transferor and the Transferee

5.1.

The Transferor hereby represents and warrants to the Transferee that it has full power and authority to enter into and perform this Agreement and each and every obligation of the Transferor hereunder is a valid and binding obligation on the Transferor in accordance with the terms of this Agreement.



Private & Confidential


CUSIP No.		45071R109		Page		16		of		33

	5.2.		The Transferor hereby represents and warrants to the Transferee that there is no pledge, right of usufruct, lien or any other encumbrance on, over or affecting the Shares and there is no Agreement or arrangement to give or create such encumbrance.

	5.3.		The Transferee hereby represents and warrants to the Transferor that there is no pledge, right of usufruct, lien or any other encumbrance on, over or affecting the Preference Shares and there is no Agreement or arrangement to give or create such encumbrance.

	5.4.		The Transferee hereby represents and warrants to the Transferor that it has the full power and authority to enter into and perform this Agreement and each and every obligation of the Transferee hereunder is a valid and binding obligation on the Transferee in accordance with the terms of this Agreement.

	5.5.		The Transferee and the Transferor do not make any other representations or warranties (neither express nor tacit or by implication) other than those expressly made in Article 5 of this Agreement.

6. Governing law and jurisdiction

	6.1.		This Agreement shall be governed and construed in accordance with the laws of Switzerland.

	6.2.		Any dispute, controversy or claim arising out of or in relation to this contract, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The seat of the arbitration shall be in Geneva, Switzerland.

7. Miscellaneous

7.1.

Interpretation. In this Agreement unless the content requires otherwise:

	8.1.1.		Words denoting the singular include the plural and vice versa; and

	8.1.2.		Words denoting any one gender includes all genders; and

	8.1.3.		Clause headings are for reference only and do not influence the construction of any provision.

	7.2.		Expenses. Each Party shall pay the costs and expenses incurred by and in connection to the entering into and completion of this Agreement.

	7.3.		Waiver of termination rights. The Parties to this Agreement waive their respective right to have this Agreement set aside or rescinded after the Closing Date.

	7.4.		Severability. If part of this Agreement is or becomes invalid or non binding, the Parties shall be bound to the remaining part. The Parties shall replace the invalid or non binding part by provisions that are valid and binding and the legal effect of



Private & Confidential


CUSIP No.		45071R109		Page		17		of		33

			which, given the content and purpose of this Agreement, is, to the greatest extent possible, similar to that of the invalid or non binding part.

	7.5.		Counterparts. This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute but one original.

	7.6.		Entire Agreement. This Agreement constitutes the entire Agreement between the Parties in relation to the subject matter and supersedes any prior agreement or understanding relating to the same subject matter among or between them.

	7.7.		No third party rights. This Agreement contains no stipulation for the benefit of a third party which could be invoked by a third party against a Party to this Agreement.

	7.8.		Amendment. This Agreement may only be amended or supplemented in writing by both Parties.

IN WITNESS WHEREOF the Parties have executed this Agreement in three originals as of 2nd March 2010


		Signed for and on behalf of		)
		TECHNOLOGY CAPITAL GROUP SA		)

				/s/ Pierre Lentz
				Name: Pierre Lentz
				Title: Director

				/s/ John Seil
				Name: John Seil
				Title: Director

		Signed for and on behalf of		)
		KATELIA CAPITAL GROUP LIMITED		)

				/s/ James Parker
				Name: James Parker
				Title: Authorized Signatory

				/s/ Philippe Lenz
				Name: Philippe Lenz
				Title: Authorized Signatory


Schedule 1		Stock Power



Private & Confidential


CUSIP No.		45071R109		Page		18		of		33

SCHEDULE 1STOCK POWER

STOCK POWER

For value received, the undersigned does hereby sell, assign and transfer unto shares of the Common Stock of Ixia (the “Company”) represented by Certificate No(s). , or any replacement certificate or certificates thereof, standing in the name of the undersigned on the books of the Company.

The undersigned does hereby irrevocably constitute and appoint Computershare Trust Company, N.A. attorney to transfer the said stock on the books of the Company, with full power of substitution in the premises.


Dated:	Technology Capital Group S.A.

	By:

	Print Name:	Pierre Lentz
	Title:	Director

	By:

	Print Name:

	Title:	Director

Signatures Medallion Guaranteed:



Private & Confidential

EX-99.3 4 v55458exv99w3.htm EX-99.3 exv99w3

EXHIBIT 3


CUSIP No.		45071R109		Page		19		of		33

SHARE PURCHASE AGREEMENT

Between

SWAYLANDS CORP.

(as vendor)

and

KATELIA CAPITAL GROUP LTD

(as purchaser)

Relating to

IXIA


CUSIP No.		45071R109		Page		20		of		33

THIS SHARE PURCHASE AGREEMENT IS MADE ON 2nd March 2010 (“Agreement”)

BETWEEN

	(1)		Swaylands Corp., a limited liability company incorporated under the laws of Bahamas with its registered office at Bayside Executive Park, Building No. 1, West Bay Street, P.O. Box N-4837, Nassau, Bahamas (hereinafter the “Vendor”); and

	(2)		Katelia Capital Group Corp., a company incorporated under the laws of the British Virgin Islands and having its registered office at Trident Chambers, PO Box 146, Road Town, Tortola, British Virgin Islands (hereinafter the “Purchaser”).

Vendor and Purchaser are also hereinafter referred to collectively as the “Parties” or individually as the “Party”.

WHEREAS

	A)		The Vendor owns 1’124’500 shares in the issued share capital of Ixia, a company incorporated under the laws of the state of California and having its principal office at 26601 West Agoura Road, Calabasas, California 91302 and registered on the NASDAQ Stock Market LLC (the “Company”)

	B)		The Vendor has agreed to sell to the Purchaser 1’124’500 (in writing: one million one hundred and twenty four thousand five hundred) shares in the issued share capital of the Company (the “Shares”) and the Purchaser has agreed to purchase from the Vendor the Shares, upon the terms and conditions set forth in this Agreement.

NOW THEREFORE THE PARTIES HERETO HAVE AGREED AS FOLLOWS:

Sale and Purchase

	1.1.		Subject to the terms and conditions of this Agreement, the Vendor hereby sells to the Purchaser and the Purchaser hereby purchases from the Vendor the Shares free from all liens, charges and encumbrances and with all rights attaching to them.

	1.2.		The sale and purchase of the Shares shall take effect from the Closing Date and the Purchaser shall be entitled to all dividends and distributions declared, paid or made by the Company on or after the Closing Date.


CUSIP No.		45071R109		Page		21		of		33

Purchase Consideration

	2.1.		The purchase consideration for the Shares shall be equal to the amount of USD 9’153’430 (in writing: nine million one hundred and fifty three thousand four hundred and thirty United States Dollars) (the “Consideration”).

	2.2.		The Consideration shall remain outstanding as a receivable (“Receivable”) for the time being, subject to the terms and conditions set forth in a security agreement to be concluded between Purchaser and Vendor on substantially the same terms as those of the draft security agreement attached as Schedule 1 to this Agreement (“Security Agreement”).

	2.3.		As a security for the payment of the Receivable the Purchaser agrees to pledge to the Vendor, subject to the terms and conditions of the Security Agreement, 1’124’500 (in writing one million one hundred and twenty four thousand five hundred) shares in Ixia which are owned by the Purchaser at the time of the execution of this Agreement.

Closing Date

	3.1.		The closing of the sale and transfer of the Shares shall take place on 2nd March 2010 (the “Closing Date”).

	3.2.		On the Closing Date the following actions will be performed:

	a)		The Vendor shall transfer the Shares to the Purchaser and the Purchaser shall accept such transfer of the Shares from the Vendor.

	b)		The Purchaser and the Vendor shall execute a security agreement on substantially the same terms as those of the Security Agreement.

	c)		The Vendor shall complete and execute a document substantially similar to the stock power attached hereto as schedule 2.

4.		Filing requirements

		If required, the Purchaser shall not later than five business days following the Closing Date make all filings and submissions required under the US Security Exchange Act of 1934 or such other applicable act or regulation, in connection with the transaction contemplated herein and the Purchaser shall keep the Vendor informed about such filings and submissions. The Vendor agrees, upon request of the Purchaser, to cooperate with the Purchaser in order to enable the Purchaser to comply with its undertaking set forth in this Article 4.


CUSIP No.		45071R109		Page		22		of		33

Representations and Warranties of the Vendor and the Purchaser.

	5.1.		The Vendor hereby represents and warrants to the Purchaser that it has full power and authority to enter into and perform this Agreement and each and every obligation of the Vendor hereunder is a valid and binding obligation on the Vendor in accordance with the terms of this Agreement.

	5.2.		The Vendor hereby represents and warrants to the Purchaser that there is no pledge, right of usufruct, lien or any other encumbrance on, over or affecting the Shares and there is no Agreement or arrangement to give or create such encumbrance.

	5.3.		The Purchaser hereby represents and warrants to the Vendor that it has the full power and authority to enter into and perform this Agreement and each and every obligation of the Purchaser hereunder is a valid and binding obligation on the Purchaser in accordance with the terms of this Agreement.

	5.4.		The Purchaser and the Vendor do not make any other representations or warranties (neither express nor tacit or by implication) other than those expressly made in Article 5 of this Agreement.

Governing law and jurisdiction

	6.1.		This Agreement shall be governed and construed in accordance with the laws of Switzerland, without respect to its conflict of law provisions.

	6.2.		Any dispute, controversy or claim arising out of or in relation to this contract, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The seat of the arbitration shall be in Geneva, Switzerland.

Miscellaneous

7.1.

Interpretation. In this Agreement unless the content requires otherwise:

	8.1.1.		Words denoting the singular include the plural and vice versa; and

	8.1.2.		Words denoting any one gender includes all genders; and

	8.1.3.		Clause headings are for reference only and do not influence the construction of any provision.

7.2.

Expenses. Each Party shall pay the costs and expenses incurred by and in connection to the entering into and completion of this Agreement.


CUSIP No.		45071R109		Page		23		of		33

	7.3.		Waiver of termination rights. The Parties to this Agreement waive their respective right to have this Agreement set aside or rescinded after the Closing Date.

	7.4.		Severability. If part of this Agreement is or becomes invalid or non binding, the Parties shall be bound to the remaining part. The Parties shall replace the invalid or non binding part by provisions that are valid and binding and the legal effect of which, given the content and purpose of this Agreement, is, to the greatest extent possible, similar to that of the invalid or non binding part.

	7.5.		Counterparts. This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute but one original.

	7.6.		Entire Agreement. This Agreement constitutes the entire Agreement between the Parties in relation to the subject matter and supersedes any prior agreement or understanding relating to the same subject matter among or between them.

	7.7.		Assignment. The Vendor has the right to assign the Receivable, in whole or in part to any third party, without the written consent of the Purchaser. The Vendor shall provide the Purchaser written notice of such assignment.

	7.8.		No third party rights. This Agreement contains no stipulation for the benefit of a third party which could be invoked by a third party against a Party to this Agreement.

	7.9.		Amendment. This Agreement may only be amended or supplemented in writing by both Parties.

IN WITNESS WHEREOF the Parties have executed this Agreement in three originals as of 2nd March 2010


Signed for and on behalf of SWAYLANDS CORP	) )
	/s/ Katrina Montgomery
	Name:	Nomnass Investments Corp.
	Title:	Director


	/s/ Shawn A. Forbes
	Name:	Nassnom Investments Corp.
	Title:	Director


CUSIP No.		45071R109		Page		24		of		33


Signed for and on behalf of KATELIA CAPITAL GROUP LTD	) )

	/s/ James Parker
	Name:	James Parker
	Title:	Authorized Signatory


	/s/ Phil Lenz
	Name:	Phil Lenz
	Title:	Authorized Signatory


Schedule 1:		Security Agreement
Schedule 2:		Form of Stock Power


CUSIP No.		45071R109		Page		25		of		33

SCHEDULE 1

SECURITY AGREEMENT


CUSIP No.		45071R109	13D	Page		26		of		33

SECURITY AGREEMENT

between

SWAYLANDS Corp.

(as Lender or Pledgee)

and

KATELIA CAPITAL GROUP Ltd

(as Borrower or Pledgor)


CUSIP No.		45071R109	13D	Page		27		of		33

THIS SECURITY AGREEMENT is made on the 2nd March 2010 (the “Agreement”)

BETWEEN

SWAYLANDS CORP, a limited liability company incorporated under the laws of Bahamas with its registered office at Bayside Executive Park, Building No. 1, West Bay Street, P.O. Box N-4837, Nassau, Bahamas (hereinafter called the “Lender” or the “Pledgee”) of the one part;

AND

KATELIA CAPITAL GROUP LTD., a company incorporated under the laws of the British Virgin Islands and having its registered office at Trident Chambers, PO Box 146, Road Town, Tortola, British Virgin Islands (hereinafter called the “Borrower” or the “Pledgor”) of the other part.

WHEREAS

(A)

A Share Purchase Agreement is entered into on 2nd March 2010 between the Lender and the Borrower for the transfer of 1’124’500 shares (“Shares”) in the capital of Ixia, a company incorporated under the laws of the state of California and having its principal office at 26601 West Agoura Road, Calabasas, California 91302 and registered on the NASDAQ Stock Market LLC (the “Company”);

(B)

The purchase price due and payable for the Shares amounts to USD 9’153’430 (in writing: nine million one hundred and fifty three thousand four hundred and thirty United States Dollars) (the “Consideration”). The Consideration shall remain outstanding as a receivable from the Borrower under the terms and conditions of this Agreement;

(C)

As a security for the Pledgor’s payment and performance in full when due, the Pledgor has agreed to grant the Pledgee a security under the terms and conditions of this Agreement.


CUSIP No.		45071R109	13D	Page		28		of		33

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

Loan

	1.1		The Lender agrees that the Consideration remains outstanding as a loan.

	1.2		The Borrower acknowledges and confirms that the Consideration is due and payable to the Lender on the terms and conditions herein contained.

Repayment

	2.1		The Borrower covenants to repay the Consideration on or before 31 December 2022.

	2.2		Notwithstanding clause 2.1 above, the Borrower may, upon giving five business days prior notice to the Lender, repay, without penalty, all or part of the Consideration in advance of the repayment date specified in clause 2.1 above.

	2.3		Any repayment of the whole or part of the Consideration shall be made to the Lender at the address given above or such other address as the Lender may specify prior to such repayment.

	2.4		The loan granted by the Lender to the Borrower herein, is a full recourse loan. In the event of any default of the Borrower hereunder, the Lender shall be entitled, in addition to his rights set forth in Section 4.7 below, at its option and its sole discretion (i) declare the loan terminated with immediate effect; (ii) declare the loan together with interest and other amounts owed under this Agreement to be due and payable, whereupon it shall become immediately due and payable in full by the Borrower; and (iii) exercise any other rights available to the Lender under the applicable law to ensure the repayment by the Borrower of the loan together with interest and any other amounts owed under this Agreement.

Interest

3.1

The Borrower further covenants to pay interest (payable on the repayment date or on the date of partial repayment as the case may be) on the outstanding Consideration until repayment in full.


CUSIP No.		45071R109	13D	Page		29		of		33

	3.2		There shall be annual interest periods, the first one starting on 1 January 2010 and the last one ending on 31 December 2022, provided that upon early final repayment pursuant to clause 2.2 above the last interest period shall end on such final repayment date.

	3.3		The rate of interest shall be equal to 1% over Euribor per annum. Interest is calculated per annum based on the actual number of days lapsed assuming an interest year of 360 days.

Security

	4.1		The security granted hereunder by the Pledgor to and for the benefit of the Pledgee shall serve as a security for the performance of all payment obligations of the Pledgor under and in connection with the Consideration including without limitation the payment of principals, and related interest (“Secured Obligations”).

	4.2		As a security for the Secured Obligations the Pledgor herewith pledges to the Pledgee 1’124’500 shares in the Company represented by a share certificate (the “Pledged Shares”) together with any future proceeds thereof (“Pledge”).

	4.3		For the purpose of giving effect to the Pledge, the Pledgor herewith agrees to transfer to the Pledgee a share certificate which represents the Pledged Shares.

	4.4		The Pledge in the Pledged Shares extends to all ancillary rights and claims pertaining to the Pledged Shares, including the present and future right to receive:

	(i)		dividends payable in relation to Pledged Shares, if any;

	(ii)		the right to subscribe newly issued shares.

	4.5		The Pledgee shall hold the Pledged Shares as a security only and agrees not to transfer, deal with, assign or otherwise dispose of the Pledged Shares or any part or parts thereof or to sub-pledge the Pledged Shares or to create, or to agree to create any other security interest in or over the Pledged Shares, save as provided for in this Agreement.

	4.6		The voting rights pertaining to the Pledged Shares remain with the Pledgor. Upon the payment in full of all monies due hereunder and under all Secured Obligations, this Agreement shall be terminated.

	4.7		In the event of a default of the Pledgor hereunder, the Pledgee shall be entitled to exercise all of its rights as a secured party under the applicable law, including disposing of the Pledged Shares either by a private sale or a private auction or by initiating enforcement proceedings.


CUSIP No.		45071R109	13D	Page		30		of		33

	4.8		The proceeds arising out of a private sale or auction or being achieved in the course of enforcement proceedings shall, as of and when received, firstly be applied to cover all claims of Pledgee vis-à-vis the Pledgor hereunder, secondly to cover all claims under or in connection with all Secured Obligations, thirdly and in as much as the proceeds should exceed all of the aforesaid claims, be paid to the Pledgor.

	4.9		Upon the payment in full of all moneys due hereunder and under all Secured Obligations, this Agreement shall be terminated and the Pledgee shall re-transfer any share certificate, representing the Pledged Shares to the Pledgor.

	4.10		The Pledgor agrees to execute such documents and to take such actions as the Pledgee may reasonably request to further evidence the Pledge.

Warranty

	5.1		The Pledgor hereby represents and warrants to the Lender that it has the full power and authority to enter into and perform this Agreement and each and every obligation of the Borrower hereunder is a valid and binding obligation on the Borrower, enforceable in accordance with this Agreement.

	5.2		The Borrower and the Lender do not make any other representations or warranties (neither express nor tacit or by implication) other than those expressly made in Article 5 of this Agreement.

Waiver

No failure or delay by the Lender in exercising any right or remedy shall operate as a waiver thereof nor shall any single or partial exercise or waiver of any right or remedy preclude its further exercise or the exercise of any right or remedy.

Severability

The invalidity, unenforceability or illegality for any reason of any part of this Agreement shall not prejudice or affect the validity, enforceability or legality of the remainder and such invalid, unenforceable or illegal part shall be severed from the remainder of this Agreement which shall be of full force and effect.

Entire Agreement

This Agreement embodies the entire understanding of the parties and there are no promises, terms, conditions or obligations, oral or written, express or implied, other than those contained herein.


CUSIP No.		45071R109	13D	Page		31		of		33

Counterparts

This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same Agreement and any party may enter into this Agreement by executing in counterpart.

10.

Expenses

Each party shall bear its own expenses incurred in connection with negotiations of this Agreement including without limitation, costs related to the fees for financial and legal advisers.

11.

Amendments

Any amendments of any provisions of this Agreement shall only be effective if made in writing and signed by all parties.

12.

Assignment

	12.1		Lender may at any time assign and transfer to any third party all or part of its right, title and benefit under this Agreement, subject to prior written notice to the Borrower.

	12.2		The Borrower may not assign or transfer any of its right, benefit and/or obligations under this Agreement without the prior written consent of the Lender, its successor or assigns.

13.

Jurisdiction / Applicable Law

	13.1		This Agreement shall be governed by and construed in accordance with the laws of Switzerland.

	13.2		Any dispute, controversy or claim arising out of or in relation to this Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The seat of the arbitration shall be in Geneva, Switzerland.

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first hereinbefore written.


CUSIP No.		45071R109	13D	Page		32		of		33


Signed for and on behalf of SWAYLANDS CORP	) )
	/s/ Katrina Montgomery
	Name:	Nomnass Investments Corp.
	Title:	Director


	/s/ Shawn A. Forbes
	Name:	Nassnom Investments Corp.
	Title:	Director

Signed for and on behalf of KATELIA CAPITAL GROUP LTD	) )

	/s/ James Parker
	Name:	James Parker
	Title:	Authorized Signatory


	/s/ Phil Lenz
	Name:	Phil Lenz
	Title:	Authorized Signatory


CUSIP No.		45071R109		Page		33		of		33

SCHEDULE 2

FORM OF STOCK POWER

STOCK POWER

For value received, the undersigned does hereby sell, assign and transfer unto Katelia Capital Group Limited a company incorporated under the laws of the British Virgin Islands 1’124’500 shares of the Common Stock of Ixia (the “Company”) represented by Certificate No(s). , or any replacement certificate or certificates thereof, standing in the name of the undersigned on the books of the Company.

Dated:

Swaylands Corp.

By:

Print Name:

Title:

Director

By:

Print Name:

Title:

Director

Signatures Medallion Guaranteed:

-----END PRIVACY-ENHANCED MESSAGE-----

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