Share Purchase Agreement Buy Back

Share Purchase Agreement Buy Back

A company or company buys back its shares from the market because the company`s management believes that the shares currently on the market are undervalued. By buying back a portion of the shares, the company can increase the value of the remaining shares. Check the articles of association and the shareholders` agreement. These documents often contain: how do the owners of the GDR who wish to participate in the takeover proceed? According to Russian law, payment to shareholders is made within 30 calendar days after the expiry of the buyback period. Accordingly, NSPs are expected to transfer liquidity to the depositary during this period (ending on or around 1 March 2011). The depositary converts all funds received into United States dollars and transfers any payment to a participating GDR holder through the corresponding clearing system, Euroclear, Clearstream or DTC. In order to conduct an independent assessment of the market value of PTP in accordance with the requirements of Article 77 of the Russian Law on Public Limited Companies (the “JSC Law”), NCSP engaged an independent expert, the CJSC Professional Appraisal Center. The acquisition price of Primorsk, proposed to the General Assembly by the NCSPs Board of Directors, was set by the independent expert at $2.153 billion, with PTP`s net debt not exceeding RUR 10.94 billion (approximately RUR 350.7 million at the RUR/USD exchange rate set by the Central Bank of Russia at the time of the valuation). 30 June 2010).

If the seller sells to another purchase, the seller will be guaranteed capital gains tax treatment on the sale or donation. Of course, it is the buyer who finances the purchase. However, the buyer can pay in instalments. If the seller transfers the shares at their full value, a capital gains tax may be levied. The charge depends on the increase in value during its time of possession. Is it possible to recall GDRs previously subject to redemption? Under what circumstances will NCSP propose to buy back its shares from holders? In other words, the company sells its negotiable securities such as shares or bonds to a shareholder. As part of the transaction, the company undertakes to repurchase the negotiable securities at a later date. The total amount of funds that NCSP will use to purchase shares by shareholders exercising their rights of sale may not exceed 10% of the net asset value at the time of the general meeting. For this purpose, the net asset value shall be calculated on the basis of the ncSP financial statements prepared on a non-consolidated basis at the last balance sheet date, in accordance with RAS. If the value of the shares to be repurchased from NCSP exceeds 10% of the net value of the assets, the share is repurchased on a pro rata basis. GDRs not included in the redemption are returned to participating GDR holders. In so far as rounding leads to the return of a fraction of the GDR, the depositary may be paid in cash instead of those fractions.

NCSP`s Board of Directors has approved a fixed price of RUB 4.90, which will be offered for each common share eligible for redemption. The consideration for shares transferred for redemption by the depositary on the instructions of a legitimate holder of the GDR shall be converted into United States dollars and transferred to the participating holder of the GDR by the depositary, less a cancellation fee of $US 0.05 per revoked holder of the GDR. The Extraordinary General Meeting of the NCSP (“ECHR”), scheduled for December 16, 2010, will decide on the approval of a major transaction (the proposed transaction). In accordance with Russian law, all NCSP shareholders who voted against the proposed transaction or who did not vote with respect to the proposed transaction have the right to deposit their shares for redemption by NCSP (the “Repurchase”). NCSP has jpMorgan Chase Bank, N.A., its custodian of ncsp`s RDA program (J.P. .