NOTICE OF WITHDRAWAL OF A SHAREHOLDER AND BUY-BACK OF SHARES
TO: The Shareholders and the Board of Directors of ________, a company incorporated in England and Wales under company registration number ________ whose registered office is at ________ (the "Company").
DATE: ________
1. PURPOSE OF THIS NOTICE
1.1 This notice (the "Notice") is given to inform all members of the Company of the withdrawal of a shareholder from the Company and the buy-back by the Company of that shareholder's shares.
1.2 This Notice is given in accordance with the Company's articles of association, any shareholders' agreement in force between the members of the Company, and the relevant provisions of the Companies Act 2006 (including Part 18 thereof concerning the purchase by a company of its own shares).
2. DETAILS OF THE WITHDRAWING SHAREHOLDER
2.1 Name: ________ (the "Withdrawing Shareholder").
2.2 Address: ________
2.3 Number of shares held: ________ (________) ________ shares of £________ each (the "Shares").
2.4 Percentage shareholding: ________ (________) per cent of the issued share capital of the Company.
3. WITHDRAWAL
3.1 The Withdrawing Shareholder hereby gives notice of his/her voluntary withdrawal from his/her position as a shareholder of the Company for the following reason(s):
________
3.2 The withdrawal is voluntary and is made freely and without duress. The Withdrawing Shareholder is a minority shareholder in the Company.
3.3 The withdrawal shall take effect from ________ (the "Effective Date"), being the date on which the Shares are transferred to the Company and the register of members is updated accordingly.
4. BUY-BACK OF SHARES
4.1 Subject to and in accordance with the Companies Act 2006, the Company's articles of association and the authority granted by the members by special resolution dated ________, the Company shall purchase the Shares from the Withdrawing Shareholder for a total consideration of £________ (________) (the "Consideration").
4.2 The Consideration shall be paid in full at the time of purchase as required by section 691 of the Companies Act 2006, and the buy-back shall be funded out of distributable profits, the proceeds of a fresh issue of shares, or capital, in each case in compliance with Chapters 4 and 5 of Part 18 of the Companies Act 2006.
4.3 Upon completion of the buy-back, the Shares shall be treated as cancelled and the amount of the Company's issued share capital shall be reduced accordingly, in accordance with section 706 of the Companies Act 2006, unless held as treasury shares where so permitted.
4.4 The Company shall deliver to the Registrar of Companies a return in respect of the purchase under section 707 of the Companies Act 2006 and shall make all consequential filings and entries in its statutory registers within the periods prescribed by law.
5. CESSATION OF RIGHTS AND OBLIGATIONS
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5.3 The Withdrawing Shareholder shall promptly deliver to the Company the relevant share certificate(s) (or an indemnity in a form satisfactory to the board where any certificate has been lost) together with a duly executed stock transfer form and any other documents reasonably required to give effect to this Notice.
6. WARRANTIES
6.1 The Withdrawing Shareholder warrants that he/she is the sole legal and beneficial owner of the Shares and that the Shares are transferred free from all liens, charges, encumbrances and third-party rights, and that he/she has full power and authority to transfer the Shares.
7. CONFIDENTIALITY
7.1 The parties shall keep confidential the terms of this withdrawal and buy-back, save where disclosure is required by law, by any regulatory authority, or to professional advisers.
8. GOVERNING LAW AND JURISDICTION
8.1 This Notice and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
8.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Notice or its subject matter or formation.
SIGNED by the Withdrawing Shareholder:
________
Signature: _________________________
Date: ________
In the presence of:
Witness signature: _________________________
Witness name: ________
Witness address: ________
SIGNED for and on behalf of the Company by a duly authorised director:
Signature: _________________________
Name: ________
Position: Director
Date: ________