QUESTIONS 1. Your client needs to raise substantial capital in order to finance substantial growth. They approach you and advise that they have an investor who will take up additional share capital but they want 60% of the business. Despite this your client wants to keep control by having more than 50% of the voting rights. How would you advise your client to proceed?
2. Company - Crooked Construction Company (PTY) LTD Share Capital Consists of 1 000 000 no par value shares amounting to a stated capital account of R1,500,000. The company has a retained income i.e. accumulated profits amounting to R5,000,000. There are a wide number of shareholders. The companies MOI is a short form. The directors decide that they want to transfer R2,000,000 out of retained income to the share capital account. In your own words detail in point form how you would go about the transaction. Also prepare the necessary resolution for signature. It has also come to the director’s attention that some shareholders want to be paid out in cash.
3. What is the difference between an external and domesticated company?
4. Company - Straight Construction Company (PTY) LTD Share Capital Consists of 1 000 000 no par value shares amounting to a stated capital account of R1,500,000. The company has been awarded a large contract and is required to raise an additionalR5,000,000 in finance.An outside investor is prepared to finance the amount by paying in R3,000,000 for the issue of shares and R2,000,000 by way of a loan account at an interest rate of 8%. The directors decide that the price of a share is R1,50 and that for each of 100 shares issued only 1 voting right will be awarded. In your own words detail in point form how you would go about the transaction as well as indicating how the voting rights will work. Also prepare the necessary resolution for signature.
5. You are approached by one of your clients who owns 60% of the shares in a company. He does not like one of the directors and wishes to remove him. How would you advise this client to proceed?
6. A company has 500,000 shares of R1 each at par value in issue. I.e. share capital is R500,000 and the share premium is R500,000. Its authorised shares are 1,000,000 R1 shares of par value. It now wants to do a rights issue in order to arrange further capital of a R1,000,000. It has been suggested that the company can issue a further 500,000 PV shares at R1 per share and R1 to share premium for each share issued. Do you think that the company is allowed to do this? If you think the company can do this or can’t please explain your logic.
7. If after 120 days and the Directors of a company have not completed carrying out the distribution it is necessary to carry out a further solvency and liquidity test. What is the situation if they carry out the test and the company fails either on solvency or liquidity?
8. Under what conditions can a private company be termed a regulated company?
9. Company A (Pty) Ltd has 4 shareholders each holding 25% of the issued shares of the company. The 4 shareholders are brothers. The company holds a significant portfolio of properties in the retail sector. Exactly one year ago one of the brothers sold his 25% interest to an unrelated outsider as he wanted to emigrate. The share transfer had the blessing of the remaining 3 brothers at that time and the transaction went through without a problem. Today A (Pty) Ltd received an offer for selected portions of its property portfolio. You as the company secretarial practitioner have to advise the directors of the company on how to proceed.
10. Explain the difference between a fundamental transactions and affected transaction?
11. What are the consequences of a buyback of more than 5% of the shares in a company?
12. A small company that is not regulated performs a buyback of shares of 10% of the shares in the company. This transaction now falls within the ambit of S114(2) because it is more than 5%. In this situation an independent expert needs to be appointed to do a report. Is this really necessary for a smaller company? Can a waiver be signed?
13. A company converts its Par Value shares (PV) – 100,000 shares in issue to No Par Value (NPV) shares in terms of Regulation 31. There is a rand balance on the share capital and on the share premium account, of R100,000 each. Is it necessary to move the balance of share premium to the NPV share capital account or can the company leave it as a share premium account?