Page 35 - Kavka Proposal Web

(ii) The Company may, subject to the provisions of the in the Articles and in circumstances where a “Drag Along
Companies Act, by special resolution reduce its share Notice” has not been served, the sellers shall not be entitled
capital, any capital redemption reserve or any share to complete such transfer unless they have sent a “Tag Along
premium account. Notice” to the other Shareholders and procured that the
buyer makes a binding written offer to purchase all of the
(iii) Subject to and in accordance with the provisions of the other Shareholders’ Shares in accordance with the provisions
Companies Act and subject as provided in the Articles, the of the Articles of Association.
Company may purchase any of its own shares.
4. Management of the Company
(d) Indemnities and Directors’ and Officers’ Insurance
Day-to-day management of the Company’s activities and
(i) Subject to the provisions of the Companies Act, but without business affairs will be handled by its Directors and employees.
prejudice to which a director may be otherwise entitled,
every director (including the Directors) or other officer or 5. Litigation
auditor of the Company shall be indemnified out of the The Company is not, nor has been, involved in any legal or
assets of the Company against any liability incurred by him/ arbitration proceedings and no such proceedings are active,
her in defending any proceedings (whether civil or criminal) pending or threatened against the Company which are having
in which he is acquitted or in which judgment is given in his or may have or have had, since its incorporation, a significant
favour or in connection with any application in which relief is effect on the Company’s financial position.
granted to him/her by the court from liability for negligence,
default, breach of duty and/or breach of trust in relation to 6. General
the affairs of the Company and all losses or liabilities incurred
by him/her in or about the execution and discharge of the (a) The Offer is not underwritten or guaranteed.
duties of his office. (b) The accounting period end date of the Company is 30
(ii) The Directors have the power to purchase and maintain in September. The first annual report and accounts expected
force an insurance policy for any director, officer or auditor of to be sent to Shareholders will be in respect of the trading
the Company effecting cover against any such liability as is period to 30 September 2017.
referred to in sections 232-234 or 532-533 of the Companies (c) The Prospectus and any communications by the Company
Act. will be supplied in English.
(e) “Drag” and “Tag” Rights
(i) If following the third anniversary of the Issue Date the holders
of more than 50% of the Ordinary Shares wish to transfer,
in one or a series of related transactions, all their interest
in their Ordinary Shares to a proposed purchaser who has
made an offer on arm’s length, the Selling Shareholders shall
have the
(i) option to require all the other holders of the Ordinary Shares
to sell and transfer all their Ordinary Shares to the Proposed
Purchaser. If holders of more than 50% of the Ordinary
Shares wish to transfer their interest to a proposed purchaser
within the first 3 years of the Issue Date, Shareholders must
receive proceeds equivalent to a minimum of 150% of their
original investment back.
(ii) Where any one or more holders of Shares (“sellers”)
propose to transfer, in one or a series of related
transactions, Shares comprising not less than 50% of the
votingrightsattachingtothethenissued share capital of the
Company to a person or persons (the “buyer”) otherwise
than in accordance with the pre-emption right provisions
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