Sales of Shares
As an unlisted public company, Kings & Queens Medical International Group shares can be bought and sold through the company’s share register, subject to a constitutional pre-emptive rights agreement. The offer for sale is for 375,924,000 Ordinary Shares at an issue price of $0.20 cents per share which, when sold, will raise the required $75,185,000. These Ordinary Shares will, subject to Board decision, be eligible for full franking and can thus attract dividend imputation rights. A shareholder may transfer shares by proper transfer or by an instrument in writing in any form authorised by the Ghana Companies Code 1963 or in any other form that the Kings & Queens Medical International Group Directors may approve. The Directors may only decline to register any transfer of shares in circumstances where the transfer is not in registrable form or where the Ghana Companies Code 1963 provides or would require that the registration be refused. All share transfers and documentation relating to the transfer of shares must be lodged at the Company’s share registry.
That notwithstanding, should a shareholder need to divest some or all of the shares held for any reason, the following exit strategies may be utilised:
a. Pre-emptive rights. The existing shareholders of Kings & Queens Medical International Group have reserved a constitutional right of first refusal should any shareholder wish to sell shares.
b. Secondary Sale Offer. Should any shareholder wish to make a secondary sale offer, an offer to sell could be made through a business introduction service such as that operated under legislation by Graham Segal, trading as Chiron! the business doctor™. Investors should be aware at the outset that such introduction services are not established markets for the sale or purchase of securities but merely provide a mechanism to identify prospective investments or investors.
Note: There is no established ‘market’ that exists for the trading of any securities pursuant to the offer contained herein (i.e. unrestricted seller offers and buyer bids). Investors should also note that Graham Segal, trading as Chiron! the business doctor™, his agents, employees or representatives, are not securities dealers, brokers or intermediaries to any established stock market and cannot buy or sell securities.
c. Acquisition or Merger. With its anticipated high growth rate and forecast strong earnings, Kings & Queens Medical International Group may become attractive as an acquisition or merger target. If that event occurs, the Board of Directors will determine a course of action having regard to the best interests of shareholders generally.
d. Share Redemption on Windup. To facilitate the smooth winding up of Kings & Queens Medical International Group in the event that the investment and/or other activities of the Company comes to an end, the Shares in the Company may be redeemed at the option of the Company. Redemption funds would come from the sale of real property and other assets. subject to 75% shareholder approval.
e. Listing on a stock exchange: Kings & Queens Medical International Group may seek a listing of its shares on a stock exchange in the future, however no assurance can be given that such a listing will be sought, or if sought, will be achieved.
Minimum Subscription Requirement
There is no minimum subscription requirement for this project. Business planning is based on receipt of the full amount of investment funds sought.
Clause 58. Minimum Shareholding per Investor
Subject to Class Order 02/273 issued by the Australian Securities and Investments Commission, which limits each share issue offer (allotments) and/or share sales (transfers) collectively to not more than $5 million in total to be raised through not more than 20 new investors (excluding sophisticated investors and institutional investors) in a rolling 12 month period, the minimum share parcel available per investor is $3,500,000. This stipulation does not apply to sophisticated investors, professional investors or institutional investors as defined.
Clause 59. Escrow Provisions
The present shareholders of Kings & Queens Medical International Group have agreed to enter into a voluntary restriction agreement with the Company. This agreement provides that existing shareholders agree not to transfer, sell or otherwise dispose of any of their share holdings for a period of not less than 36 months from the date on which the Company obtains new investors on the Company’s share register resulting from this offer.
The Agreement provides exception for a trade sale or sale of shares approved by a majority vote of the other shareholders.
Clause 60. Pre-emptive Rights
The existing shareholders reserve the right of first refusal should any shareholder (existing or future) wish to sell their shares.
Clause 61. Trade Sale
With its forecast high growth rate and projected strong earnings, Kings & Queens Medical International Group may become attractive as an acquisition, merger or joint venture target.
Clause 62. The Secondary (Sellers) Market
There is no established ‘market’ that exists for the trading (i.e. unrestricted seller offers and buyer bids) of any securities that may be offered.
That notwithstanding, where any shareholder needs to divest his or her shareholding in Kings & Queens Hospital Limited for whatever reason, and the shares offered are not purchased by existing shareholders pursuant to the constitutional pre-emptive rights clause, a secondary sale offer can be made through Graham Segal, Chief Executive, Chiron! the business doctor.™.
Clause 63. Financial Reporting
Kings & Queens Medical International Group will ensure that up-to-date financial information is readily available to the Board and Shareholders. The company will produce shareholder information on a quarterly basis incorporating profit and loss and cash flow reports, and interim balance sheet statements.
Clause 64. Limitation on Borrowings
The Directors have agreed that future borrowings by Kings & Queens Medical International Group, during the expansion phase of the business as reflected in this business plan, shall not exceed 30% of the capital base.
Clause 65. Dividend Policy
Directors shall determine the annual dividend payout (if any) to shareholders and what percentage of profits will be re-invested in Kings & Queens Medical International Group’s operations. When the Directors become of the opinion that the Company is in a position to declare a dividend, Directors shall determine the dividend payout (if any) to shareholders and what percentage of profits will be re-invested in the Company’s operations.
Material Contracts
Kings & Queens Medical International Group has no commitments resulting from existing material contracts that may have an adverse material effect on the Company’s commercial operations. Following the receipt of investment funds, the Company will enter into formal employment contracts wit those persons nominated as members of the Senior Management Team.
The company expected to negotiate a design, implementation, commissioning and maintenance agreement with a company (as yet unspecified) for the provision of a hospital management system
Stock Exchange Listing
Directors of Kings & Queens Medical International Group may seek a listing of its shares on a stock exchange in the future, however no assurance can be given that such a listing will be sought, or if sought, will be achieved.