Page 17 - Kavka Proposal Web

12. Realisation of Investments Company’s articles of association pursuant to which they
may trigger a trade sale of the entire issued share capital
The Directors are aware that if either (a) a disposal of EIS of the Company to a proposed third party purchaser, in
Qualifying Shares in the EIS Qualifying Period occurs or which case the remaining Shareholders shall be obliged
(b) the Company ceases to carry on a trade during the to sell all of their shares to such purchaser at the same
EIS Qualifying Period, then the Shareholder will lose the time and at the same price as the other holders of the
benefit of any EIS Relief already claimed. To counter this Ordinary Shares. If this drag along right is exercised within
risk, it is envisaged that the Company will trade for at least the EIS Qualifying Period, Shareholders will be entitled
the Expected Minimum Period of Trade. The Articles of to receive proceeds equivalent to a minimum of 150%
Association of the Company also require the Directors so of their original investment. The Directors do not intend
far as is reasonably practicable to refrain from knowingly to pay dividends during the first three years of trading as
taking any action which is reasonably likely to cause the Company is forecast to be loss making and then any
Shareholders to lose EIS Relief on EIS Qualifying Shares distributions will be made subject to applicable Company
without having first obtained written approval of such Law and the Company’s Articles of Association.
action from a majority of the holders of the Ordinary
Shares. 13. The Parties
The Shareholders may wish in the future to realise some or Company
all of their investment, and the most likely way to achieve Okowita Vodka Limited Company number 09777338
this would be through a sale of the EIS Qualifying Shares, 89 New Bond Street London W1S 1DA
a sale of the Company assets, or a reduction, or buyback
of the shares, or a trade sale. Shareholders will, subject to Company Directors
pre-emption procedures, be entitled to transfer their EIS Jan Woroniecki / Philip Purdon /
Qualifying Shares but it is noted that a Shareholder will Martin Riley / Karol Terejils
lose any EIS Relief if this is done during the EIS Qualifying
Period, and there is unlikely to be an external market for Registrar
the EIS Qualifying Shares. The Directors may consider New Bond Street Registrars
options for realising value of the EIS Qualifying Shares for 89 New Bond Street London W1S 1DA
Shareholders after the EIS Qualifying Period, but will not
have any obligation to do so. Accountants
Any decision as to the realisation of some or all the SRLV Accountants
Company’s assets will be subject to the absolute 89 New Bond Street London W1S 1DA
discretion of the board and a formal resolution of the
Shareholders. Holding between them a majority of the
Ordinary Shares may exercise a drag along right under the

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