The company was formed in September 1971 and re-registered as a public limited company (plc) in March 1988 when 20% of the issued capital was placed on the Unlisted Securities Market (USM). In 2010 the decision was taken to delist and the company offered to buy back the shares not held by the Bourne and Delaney families who now hold approximately 66% and 23% respectively of the issued shares with 11% being held by approximately 275 private individuals and investment institutions.
The company’s shares have not been traded on any stock market since 2010 and apart from presenting valuation difficulties this has certain tax consequences as briefly described below. Consequently, those wishing to transfer shares by way of a gift or legacy should always take independent professional advice before making any decision.
A shareholder wishing to make a lifetime gift of shares should complete and sign a share transfer form (obtainable from a law stationers or on-line), including the stamp duty declaration that no consideration is being paid. This should be sent with the share certificate(s) to the Company Secretary at 394 City Road, EC1V 2QA. If shares are to be transferred to beneficiaries as a result of a death the executor(s) (or administrator where probate is not being obtained) should similarly sign the transfer form and declaration and send this with certificate(s) plus a copy of the death certificate and sealed copy of the Grant of Probate. No stamp duty is payable on a gift of shares either during lifetime or on death.
Those shareholders who have found a willing purchaser at an agreed price should complete and sign a transfer form. The buyer should send this to HMRC with payment for the appropriate stamp duty if the consideration given for the transfer is more than £1,000. The stamped form together with the share certificate(s) should then be forwarded to the Company Secretary for re-registration.
In any situation where a completed share transfer form is not accompanied by the necessary share certificate(s) a signed indemnity will be required before any transfer can be registered.
Anyone interested in either selling or purchasing shares may contact the Company Secretary giving details of the number of shares involved and an acceptable price per share. A record will be kept of any such interested persons and it may be possible to find a willing purchaser or vendor. However, this cannot be guaranteed and the company is also unable to give any advice on share valuation.