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Faversham Oyster Fishery Company Act 2017

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14Sale of shares

(1)The Company may sell any share of a missing shareholder in accordance with this section.

(2)The Company may purchase any share of a missing shareholder to be sold under this section.

(3)The sale price of any shares to be sold under this section shall be determined by the Company’s auditor or accountant on the basis set out in subsection (4).

(4)The share value shall be determined by using the following formula—

where—

  • x is the value, on the date of the sale, of the whole of the Company’s issued share capital of the same class as the shares to be sold, calculated on the basis of an open market sale between a willing buyer and willing seller dealing with each other at arm’s length;

  • y is the number of the shares to be sold;

  • z is the number, on that date, of issued shares in the same class; and

  • A is the total value of any dividends or other sums due for payment to the missing shareholder in respect of the shares to be sold.

(5)To give effect to any sale of shares under this section, the Company may—

(a)authorise some person to transfer the shares in question;

(b)enter the name of the transferee in respect of the transferred shares in the register of shareholders even if no share certificate has been lodged for such shares; and

(c)issue a new certificate to the transferee.

(6)An instrument of transfer executed by the person authorised under subsection (5)(a) shall be as effective as if it had been executed by the holder of, or the person entitled by transmission to, the shares.

(7)The transferee shall not be bound to see to the application of the purchase monies, nor shall the transferee’s title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

(8)If, during the further issue period, any additional shares have been issued in respect of—

(a)shares held at the beginning of that period; or

(b)additional shares previously issued during that period,

the Company may sell those additional shares.

(9)In subsection (8), “the further issue period” means the period that—

(a)begins with the date referred to in section 12(2)(d); and

(b)ends with the expiry of the notification period.

(10)The Company shall account to the missing shareholder for the net proceeds of a sale under this section by carrying all monies relating to the sale to a separate account.

(11)The Company shall be deemed to be a debtor to, and not a trustee for, the missing shareholder in respect of such monies.

(12)Monies carried to a separate account in accordance with subsection (10) may either be employed in the business of the Company or invested in such investments as the Board may think fit.

(13)If a person establishes to the Company’s satisfaction that he is the missing shareholder in respect of any shares sold under this section the Company must pay that person the monies carried to the separate account in accordance with subsection (10).

(14)No interest shall be payable to the missing shareholder in respect of monies carried to a separate account in accordance with subsection (10) and the Company shall not be obliged to account for any money earned on those monies.

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