PREFSHARE AGREEMENT
ENTERED INTO BETWEEN
LEGION CAPITAL (PTY) LTD
Reg. No: 2019 / 592864 / 07
AND
THE SUBSCRIBER AS IDENTIFIED BELOW
I
FULL NAME: __________________________________________________________________
IDENTITY/REGISTRATION NUMBER: ___________________________________________________
PHYSICAL ADDRESS: _______________________________________________________________
________________________________________________________________________________
POST CODE: ______________________________________________________________________
TELEPHONE NUMBER: ______________________________________________________________
EMAIL: __________________________________________________________________________
BANKING DETAILS :
Name of account holder:____________________________________________________________
Bank: ___________________________________________________________________________
Account Number: _________________________________________________________________
Branch: _________________________________________________________________________
Type of Account: _________________________________________________________________
PAYMENT PLAN (INVESTMENT PLAN (Min R250 000 Investment):
Investment Amount: R___________________________________________________________
WHAT SHOULD HAPPEN WITH THE SHARES SHOULD THE SUBSCRIBER DIE, BE SEQUESTRATED OR LIQUIDATED? ______________________________________________________________________________
BENEFICIARIES DETAILS (WHERE FUNDS SHOULD BE TRANSFERRED TO):
Name: ________________________________________________________________________
Identity/registration number: _____________________________________________________
Banking details:
Name of account holder: _________________________________________________________
Bank: _________________________________________________________________________
Account Number: _______________________________________________________________
Branch: _______________________________________________________________________
Type of Account: ________________________________________________________________
THE COMPANY IS:
NAME: LEGION CAPITAL (PTY) LTD
REGISTRATION NUMBER: REGISTRATION NUMBER: 2019 / 592864 / 07
PHYSICAL ADDRESS: 23 AZURE CRESCENT, BURGUNDY ESTATE, CAPE TOWN, 7441
E-MAIL ADDRESS: INVEST@LEGIONCAPITAL.CO.ZA
The Company and the Subscriber are hereinafter collectively referred to as the “Parties” and singularly as a “Party”.
INTRODUCTION
LEGION CAPITAL (Pty) Ltd is a Alternative Investment Solution for Individuals and Companies, offering growth through simplicity, loyalty, and honesty, which was incorporated in 2019.
OFFER TO SUBSCRIBE FOR CRPS OF LEGION CAPITAL (PTY) LTD
An offer for subscription of:
- 10 000 000 Class A Cumulative Redeemable Preference Shares at R5000 each with min investment of R250 000,
The CRPS will be allotted subject to the provisions of the Memorandum of Incorporation of Legion Capital and will rank pari passu amongst each other in all respects, including distributions, but in priority to the ordinary shares of the Company.
Applicants wishing to subscribe to any of the preference shares must subscribe for a minimum amount of R250 000 per applicant for the application to be successful. Preference Shares are entitled to annual cumulative dividends calculated equal to a targeted rate of:
- Class A Cumulative Redeemable Preference Shares, with a targeted 11% dividend return per annum on the issue price of the Preference Share (per annum), cumulative, redeemable, non-voting and non-participating.
LEGION CAPITAL BANKING DETAILS: |
|
Name of account holder: LEGION CAPITAL (PTY) Ltd | Bank: FIRST NATIONAL BANK (FNB) |
Account Number: 62834364565 | Branch: Century City |
Type of Account: CHEQUE | Branch code: 250655 |
- DEFINITIONS
1.1 In this Agreement, unless the context indicates a contrary intention, the following expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings –
1.1.1 ‘‘Preference Share(s)’’ – means the authorised and/or issued preference shares of the Company which entitles the holder thereof to the rights and benefits as described in this agreement.
1.1.2 “Business Day” – means any day other than a Saturday, Sunday or an official public holiday in the Republic of South Africa.
1.1.3 “Constitutional Documents” – means the Shareholders’ Agreement and / or the Memorandum of Incorporation of the Company.
1.1.4 “Effective Date” – means the date of signature of this Agreement by the last Party signing.
1.1.5 “Memorandum” – means the Company’s Memorandum of Incorporation in terms of which the Preference Shares are authorised.
1.1.6 “Shareholders’ Agreement” – means the Agreement entered into between the Shareholders of the Company, which Agreement regulates the relationship between them (as Shareholders).
1.1.7 “Subscription Price” – means the total amount the Subscriber shall pay for the Subscription Shares in full.
1.1.8 “Subscription Shares” – means the issued Preference Shares in the Company the subscriber is entitled to in terms of this Agreement.
1.1.9 “Warranties” – means the warranties, if any, as set out in this Agreement.
- SUBJECT MATTER
2.1 The Company wishes to issue, and the Subscriber wishes to subscribe to the Subscription Shares at the Subscription Price on the terms and conditions as set out in this Agreement.
2.2 The Subscriber may at any time after the conclusion of this Agreement purchase from the Company any additional Subscription Shares on the terms and conditions as agreed to by the Parties. Purchasing of additional Subscription Shares will be subject to a new 12-month term and the price shall be based on the value of the Subscription shares at the time of acquisition.
2.2 The Subscription Shares are non-participation and non-voting shares.
2.3 Ownership, including all benefits and risk, in the Subscription Shares shall pass from the Company to the Subscriber on the first day following receipt of payment from the Subscriber as detailed in clause 4.
2.4 The Subscriber has good and unencumbered title in and to the Subscription Shares, subject to the terms and conditions of this Agreement, with effect from the Effective Date.
- REDEMPTION OF SHARES
3.1 The Subscriber shall be entitled to sell the Subscription Shares back to the Company after an initial period of 12 (twelve) months from date of subscription. The Company shall, at the written request of the Subscriber, redeem (buyback) all or part of the Subscription Shares.
3.2 An auto renewal of Subscription Shares will apply if the Subscriber does not cancel the Subscription shares 30 days before the end of the 12 (twelve) month period. If cancelled within 30 days before the end of the 12 (twelve) month period and upon giving 30 days written notice, the Subscriber is entitled to require the Company to buyback all or any number of the Subscription Shares registered in the name of the Subscriber together with all dividends declared thereon and unpaid.
3.3 The price at which the Subscription Shares shall be bought back by the Company from the Subscriber shall be calculated by the Company as follows: Redemption Value = Preference Share Price + (plus) Targeted Returns Achieved – (less) Annual Dividends Paid (Including Dividend withholding tax, where applicable) – (less) Capital Losses.
3.4 The Redemption Value shall be paid within 30 Business Days and subject to the Subscriber returning all certificates, rights and titles relating to the Subscription Shares and the Subscription Shares are returned unencumbered.
3.5 The Company may, at its sole discretion, decide to buy back its Subscription Shares from the Subscriber before the expiry of the above-mentioned period of 12 (twelve) months. Consideration of such redemption shall be made after periods of 12 months.
- SUBSCRIPTION PRICE AND PAYMENT
4.1 As consideration for the Subscription Shares, the Subscriber shall pay to the Company the amount of R5000 (five thousand rand) per Subscription share.
4.2 The Subscriber is obliged to take up a minimum of 50 shares (R250 000.00) to be eligible for an allocation of any Subscription Shares.
4.3 Allocation of the Subscription Shares are subject to the approval of the board of the Company, whose policies and procedures shall require both a review of the source of funds as well as any regulatory checks required by law or as the board may deem necessary.
4.4 On receipt and confirmation of payment for the Subscription Shares to the Company, the Subscriber shall receive the subscription shares.
4.5 The Subscriber shall not sell or otherwise dispose or encumber the Subscription Shares to any third party.
- CANCELLATION
5.1 The Subscriber may elect to cancel this Agreement at any time before expiry of the initial 12-month period on the following terms:
5.1.1 The Subscriber has provided the company with at least 30 days written notice; and
5.1.2 The Subscriber pays a 10% early redemption fee of the withdrawal amount.
- DIVIDENDS
6.1 The Company may declare dividends annually at the targeted rate noted for a particular Preference Share, subject to regulation and the required liquidity and solvency tests. Quarterly dividend pay-outs are available upon request granted that Subscriber has provided the company with at least 30 days written notice.
6.2 The Subscriber may elect to reinvest the dividends, subject to the Company’s approval.
The Company may, at its sole discretion, decide to buy back its Subscription Shares from the Subscriber before the expiry of the above-mentioned period of 12 (twelve) months. Consideration of such redemption shall be made after periods of 12 months.
- CONFLICTS WITH COMPANY’S CONSTITUTIONAL DOCUMENTS
7.1 Should any of the provisions of this Agreement conflict with any of the provisions of the Constitutional Documents, the Company will vote in favour of an amendment to the Constitutional Documents, as soon as possible after the Effective Date and for as far as is legally possible, so as to ensure that the terms of the Constitutional Documents are not in conflict with this Agreement.
- WARRANTIES
8.1 The Company may use and/or invest the funds received from the Subscriber purchasing the Subscription Shares in any manner it deems fit.
8.2 The Company does not give any warranties and/or guarantees that the value of the Subscription Shares shall increase. Purchasing Subscription Shares may not be suitable and profitable for all.
8.4 The Subscriber acknowledges that he has not entered into this Agreement in reliance upon any warranties or representations made by the Company.
- UNDERTAKING
9.1 The Subscriber shall not encumber and/or trade with the Subscription Shares or use the Subscription Shares as security in any manner or for any reason.
9.2 The Company shall be liable to pay all taxes (including capital gains tax) to the relevant authority relating to the Subscription Shares.
- LIQUIDATION
Should the Company be liquidated, all funds which are held by the Company shall be handled, transferred, and/or invested by the appointed liquidator, or the liquidator’s appointed agent.
- AGREEMENTS BETWEEN SHAREHOLDERS
The Subscriber hereby agrees to enter into a written agreement to regulate the relationship of the Shareholders of the Company.
- BREACH
12.1 If any one Party is in default of any obligation, other than a warranty given by the Company, which arises in terms of this Agreement (the “Defaulting Party”) and such Defaulting Party persists in such failure or default after receipt of a written notice given by the other Party (the “Aggrieved Party”) calling upon the Defaulting Party to remedy such failure or default within a period of 14 (fourteen) Business Days from receipt of the notice or such further additional period as the Aggrieved Party, in its sole discretion may determine, then the Aggrieved Party may, without prejudice to any other rights which it may have in terms hereof or in law:
12.1.1 claim specific performance and claim damages; or
12.1.2 claim any monies due and payable in terms of this Agreement and claim damages from the Defaulting Party.
12.2 No Party shall be entitled to cancel this Agreement on the grounds of a breach of a term of this Agreement, or on the grounds of a breach of a Warranty contained in this Agreement, unless the breach goes to the root of the Agreement.
12.3 Should the Company institute an action against the Subscriber for the enforcement of this Agreement, the Company will be entitled to claim, from the Subscriber, its legal fees on an attorney and client scale.
12.4 The Subscriber may cancel this agreement at any time provided that a 30 days’ written notice is given to the Company. The Subscriber will, however, be liable for an early redemption fee amounting to 10% of the withdrawal amount.
- MISCELLANEOUS
13.1 This Agreement shall be governed by and interpreted in accordance with the Laws of the Republic of South Africa.
13.2 If the Subscriber is not a natural person, the person signing on behalf of the Subscriber binds himself/herself as surety and co-principal debtor for the due, actual and punctual performance of the Subscriber in favour of the Company or its heirs, executors, administrators and assigns, from any cause whatsoever.
13.3 Assignment
13.3.1 The Company may, in its sole discretion, cede, assign and/or transfer to a third party any of its rights in terms of this Agreement without consent from the Subscriber.
13.3.2 The Subscriber may not cede, assign and/or transfer to a third party any of its rights in terms of this Agreement.
13.4 Notices
13.4.1 The Parties choose as their respective domicilium citandi et executandi (“domicilium”), for all purposes of giving any notice, the payment of any sum, the serving of any process and for any other purpose arising from this Agreement, the address as set out below:
LEGION CAPITAL: | |
Marked for the attention of: |
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Company: | LEGION CAPITAL (PTY) Ltd |
Physical address: | 23 AZURE CRESCENT, BURGUNDY ESTATE, CAPE TOWN, 7441 |
Email: | invest@legioncapital.co.za |
SUBSCRIBER: | |
Name and Surname |
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Company: |
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Physical address: |
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Email: |
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13.4.2 Each of the Parties shall be entitled from time to time, by written notice to the other, to vary its domicilium.
13.5 Whole agreement and non-variation
13.5.1 This Agreement is the whole agreement between the Parties, who acknowledge that they have not been induced to enter into this Agreement by any representations or warranties, other than those set out or contained herein. No representations or warranties shall be of any force or effect unless reduced to writing and contained herein.
13.5.2 No alteration, amendment, variation, or consensual termination of this Agreement shall be of any force or effect unless reduced to writing and signed by each of the Parties.
13.6 Intellectual Property
13.6.1 The Company’s trademarks, service marks, and logos contained therein (“Marks”), source codes, databases, layouts, software, designs, audio, video, text, photographs and graphics, investment strategies and business structures are subject to copyright and other intellectual property rights. The Company’s trademarks and intellectual property may not be used, including as part of trademarks and as part of domain names, in connection with any service or product in any way that may cause confusion and may not be copied or used, in whole or part, without Company’s consent.
13.6.2 As the Company has disclosed various intellectual property and business structures to the Subscriber, which is of great financial value to the Company, the Subscriber undertakes not to establish (or help to establish) a business and/or organisation with the same or similar business concepts and/or structures as the Company.
13.7 Confidentiality and Publicity
13.7.1 Neither Party shall publish to any third party the fact of, or any information concerning, the conclusion of this Agreement without the consent of the other, which consent shall not be unreasonably withheld.
13.7.2 The Parties shall however be entitled to make such publications or media notices, which is required by Law or Regulation, including any Regulation of any stock exchange on which any securities of any Party or any of its affiliates are traded, as the case may be, but provided that same are first approved by the other Party, which approval shall not be unreasonably withheld or delayed.
13.8 Good Faith
13.8.1 The Parties agree that they enter into this Agreement based on trust and record that they will observe good faith in contracting and dealing with each other and implementing the provisions hereof. This implies, amongst other things, that:
13.8.1.1 the Parties will at all times during the currency of the Agreement act reasonably and in good faith; and
13.8.1.2 the Parties will perform their obligations arising from this Agreement diligently and with reasonable care.
13.9 Waiver
No waiver of any of the terms and conditions of this Agreement will be binding for any purpose unless expressed in writing and signed by the Party giving the same, and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either Party in exercising any right, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
13.10 Liability
The Company, its employees, directors, affiliates, service providers, licensors, and associates shall not be liable for any injury, loss or damages of whatsoever nature and howsoever arising occasioned to the Subscriber, the Subscriber’s employees, a third party or any of the aforementioned person’s property, arising out of, or in connection with this Agreement. The Subscriber hereby indemnify and hold the Company harmless in respect of any claim, demand, proceedings, action, costs (including costs on an attorney and client scale), charges, expenses, any loss, damage, or injury of whatsoever nature arising out of this Agreement.
13.11 Counterparts
This Agreement may be executed in counterparts each of which will constitute one and the same document.
- INTERPRETATION
14.1 In this Agreement, unless the context clearly indicates a contrary intention –
14.1.1 an expression which denotes –
14.1.1.1 any gender includes the other genders.
14.1.1.2 a natural person includes a juristic person and vice versa.
14.1.1.3 the singular includes the plural and vice versa.
14.1.2 when any number of days is prescribed, same shall be reckoned exclusively of the first and inclusively of the last, unless the last day is not a Business Day, in which case, the last day shall be the first Business Day thereafter.
14.1.3 if any provision is a definition (or under this heading “Interpretation” and / or any other heading in this Agreement) and is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition (or such other clause), effect shall be given to it as if it was a substantive provision in the body of the Agreement.
14.1.4 the word “Agreement” refers to this ‘Subscription Agreement’ (including its Annexures) and the words “clause” or “clauses” and “Annexure” or “Annexures” refer to clauses of and annexures to this Agreement respectively.
14.2 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which, of necessity, must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide, therefore.
14.3 The terms of this Agreement, having been negotiated, shall not be interpreted against the Party who procured its preparation and drafting, nor shall exclusion clauses contained in this Agreement be construed against the Party relying on same.
14.4 Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this Agreement.
- Legal
15.1 The Fund is structured under the cumulative redeemable preference share agreement and should be considered as medium to long term investments. The value of the share value may go up or down. Past performance is not necessarily a guide to future performance.
15.2 No monthly management or administrative fees are charged, only performance fees are applicable if the Company exceeded the targeted monthly dividend benchmark over a period of 12 months. There are no guarantees in respect of returns. CRPS may be closed to new investors in order for it to be managed more efficiently in accordance with its mandate. CRPS prices are calculated on a net share value basis, which is the total value of all the assets in the preference share including any income accruals and less any permissible deductions (client withdrawals, performance fees and potential dividend pay-outs). Forward pricing is used. Excessive withdrawals may place the CRPS under liquidity pressures and a process of ring-fencing of withdrawal instructions and managed pay-outs over time may be followed.
- Profit Split
16.1 Profit Splits are payable on outperformance of the benchmark and will only apply once returns in excess of the benchmark has been achieved.
16.2 The performance for each period shown reflects the return for non-voting shareholders who have been fully invested for that period. Individual non-voting shareholder performance may differ as a result of initial investment, the actual investment date, the date of reinvestments and potential dividend pay-outs. Full performance calculations are available from the manager on request.
The performance is for illustrative purposes only. The performance is calculated by taking the actual initial investment into account for the amount shown. Profits is reinvested on the reinvestment date.
- Statements
1.1 Statements are sent at the beginning of each new quarter, on the 5th. If the 5th falls on a weekend, the statement will be sent on the following Monday.
| THE SUBSCRIBER: | |
| SIGNED at ___________________________on the _________________ day of________________ 202____. | |
| for and on behalf of the SUBSCRIBER: | |
| AS SUBSCRIBER: 1. ____________________________ (Signature) | AS WITNESS: 2. ____________________________ (Signature) |
| THE COMPANY: | |
| SIGNED at _____________________________on the _________________ day of _____________ 202____. | |
| for and on behalf of the COMPANY: | |
| AS COMPANY: 1. ____________________________ (Signature) | AS WITNESS: 2. ____________________________ (Signature) |