M
minitaf
- Original Poster
- #1
Hi,
I need help!
I'm run a company within a larger parent company. It's all very amicable and there's a great relationship with my larger shareholders. I hold 98 Ordinary shares and they hold 102 - the nominal value of £1 per Ordinary share. (So I own 49% of the company).
The majority shareholder (whom I have a great relationship with - and have also acknowledged I would probably buy them out at some point) has recently sent me a letter and spoken to me in person, assuring me there was no ulterior motives and that they were just "cleaning up" loose ends.
I am totally running and building the business in my own way and they are completely happy to take a back seat as they run a publishing company which has little, to no synergies with my design business. Obviously we have management meets whereby we do look at accounts etc.
The letter reads as follows:
----------
Dear xxx
SHARE TRANSFER DEED RE SHARES IN XXXX LTD (THE 'COMPANY')
We write in respect of your ordinary shareholding in the company.
You hold 98 Ordinary shares in the capital of the company. We wish to clarify with you what would happe to the shares in the event you cease to be an employee or director of the company (a 'leaver').
In the event you become a leaver, you shall be regarded as giving a written notice to the Board of directors in the company in which you shall agree to sell the Shares for their par value to xxxx Ltd on the date on which you became a leaver.
In order to effect any such transfer, you hereby agree to grant xxx Ltd an irrevocable power of attorney to do and execute in your name and on your behalf all acts, matter and things necessary yo effect the sale of the shares in accordance with this letter.
We ask that you kindly sign this letter in the presence of a witness as confirmation of your agreement to these terms and return in to our office,
Your sincerely.
-----------
All I actually want to know is whether the letter is fair in asking me (if I walk) for my shares at "par value"... which I take to mean the ordinary share value at initial offering, which was £1.
Would in the unlikely event of me walking, we not have external auditors come in and value the business for me to then receive my percentage of the business (based upon assets, cash in bank etc) as it would likely be worth more?
Many thanks in advance,
M.
I need help!
I'm run a company within a larger parent company. It's all very amicable and there's a great relationship with my larger shareholders. I hold 98 Ordinary shares and they hold 102 - the nominal value of £1 per Ordinary share. (So I own 49% of the company).
The majority shareholder (whom I have a great relationship with - and have also acknowledged I would probably buy them out at some point) has recently sent me a letter and spoken to me in person, assuring me there was no ulterior motives and that they were just "cleaning up" loose ends.
I am totally running and building the business in my own way and they are completely happy to take a back seat as they run a publishing company which has little, to no synergies with my design business. Obviously we have management meets whereby we do look at accounts etc.
The letter reads as follows:
----------
Dear xxx
SHARE TRANSFER DEED RE SHARES IN XXXX LTD (THE 'COMPANY')
We write in respect of your ordinary shareholding in the company.
You hold 98 Ordinary shares in the capital of the company. We wish to clarify with you what would happe to the shares in the event you cease to be an employee or director of the company (a 'leaver').
In the event you become a leaver, you shall be regarded as giving a written notice to the Board of directors in the company in which you shall agree to sell the Shares for their par value to xxxx Ltd on the date on which you became a leaver.
In order to effect any such transfer, you hereby agree to grant xxx Ltd an irrevocable power of attorney to do and execute in your name and on your behalf all acts, matter and things necessary yo effect the sale of the shares in accordance with this letter.
We ask that you kindly sign this letter in the presence of a witness as confirmation of your agreement to these terms and return in to our office,
Your sincerely.
-----------
All I actually want to know is whether the letter is fair in asking me (if I walk) for my shares at "par value"... which I take to mean the ordinary share value at initial offering, which was £1.
Would in the unlikely event of me walking, we not have external auditors come in and value the business for me to then receive my percentage of the business (based upon assets, cash in bank etc) as it would likely be worth more?
Many thanks in advance,
M.
