FROM CRAIG, 20 MAY: There will be a need for a communication to all shareholders in regard to us all completing the attached Shareholders Agreement. The business does not yet have one and along with this is a more nuanced constitution, than the prescriptive one we have in place currently. I am going to get Tom from PWC to give me some legal high notes to include in the comms. The call to action though is to sign and return it.
FROM CRAIG, MON 23 MAY: DRAFT CONTENT
SHAREHOLDER UPDATE – June 2022
DEAR STREAMLINE BUSINESS GROUP SHAREHOLDERS,
As flagged in the Shareholder Report I sent to you in May, we have made progress towards facilitating the process around the buying and selling of shares in the Group and are ready to proceed.
The Board has taken advice from PWC on this and the result is the attached Shareholder Agreement for you to read and sign where indicated (wherever your name appears between pages 45-57 of the Shareholders Agreement) and return to me by Friday 1 July.
COMMENTARY FROM PWC
[shaded box? pull quote?]
The final commentary from PWC to the Board reads as follows:
This shareholders’ agreement has been prepared in a balanced manner, and without preference for majority or minority interest-holders. This enables the implementation of the share-matching platform, without the current pre-emptive rights on transfer, and also allows for a range of matters to ensure alignment of shareholder, director and management expectations, without, hopefully, creating any material fetter on the operations of the business.
We recommend that shareholders review the terms to ensure they are comfortable with the same, but that at the time of circulation it is noted that these aren’t being circulated for negotiation (given the large number of shareholders), but if parties do have any material concerns that they raise them with the Board.
If you do have any concerns please call me to discuss.
While the primary aim was related to the trading aspect and reducing the compliance and overhead associated with that process, the Board, under advice from PWC, has taken the opportunity to address a number of items within the Shareholders Agreement, accompanied by a more nuanced, less prescriptive Constitution. These are consistent with where the business is headed and align well to good governance criteria. A copy of the Constitution is also attached for information.
After 1 July I will be in a position to get matters related to the sales platform fully underway. In an ideal world our first trading opportunity should then commence during August 2022.
Your Chair – Craig Pellett