Shareholders Center

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Our Shareholder Centre contains information about holding shares in Unovi, details of how to manage your shareholding, tools you can use to look up historical and comparative dividend information and answers to any questions you may have about your shareholding

Share Information

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Share Classes

There are many different types, or ‘classes’, of limited company shares, including:

  • Ordinary shares
  • Preference shares
  • Cumulative preference shares
  • Non-voting shares
  • Alphabet shares

Shares in a limited company are a form of property. As per the Companies Act 2006 and the conditions set out in a company's articles of association and shareholders' agreement, their ownership can be transferred or sold to other people. To do so, a stock transfer form must be completed.

Ordinary
A standard type of share with no special rights or restrictions attached to it. Each share provides equal rights to shareholders: the right to cast one vote at general meetings, the right to receive dividends (profits), and the right to share in any remaining capital or assets when the company is wound up. Shareholders can own multiple shares, which gives them more rights and control than those who own fewer shares.

Preference
Typically, this class carries a right to preferential treatment when dividends are paid out. The holder of a preference share would receive a fixed dividend sum (rather than a percentage of overall profits) before other shareholders receive their dividends. This is beneficial in situations where the business is facing financial difficulty. However, the shareholder could lose out if business profits increase. Often, preference shares carry no right to vote at general meetings

Cumulative preference
This type of share holds the right that unpaid dividends from one year can be carried forward to the following years. This means that the shareholder is guaranteed to receive his or her profit entitlement at some point, even if the company has no distributable profits in the year in which the dividend should have been paid.

Non-voting (Ordinary Non-voting)
Non-voting shares carry no rights to vote at general meetings. Companies will usually issue these shares to employees so that part of their earnings can be paid as dividends. This is a tax-efficient strategy. Naturally, companies do not want their employees to be able to vote on important company matters, which is why these shares carry no voting rights. The main shareholders in a company also issue this type of share for their family members.

Share Buybacks

Share buybacks essentially involve a company purchasing its own shares from one or more of its shareholders. Whilst the concept of a company buying its own shares might seem strange (in fact in most cases the shares it buys are immediately cancelled - but they can be held in treasury in certain circumstance where they continue to exist but carry no rights), buybacks can be an extremely attractive option for both the buying company and the selling shareholder. They are a very useful tool that can be used by companies of varying shapes and sizes.

There is the main reason why we might wish to buy back shares from shareholders:

  • To buy out departing shareholders. When a shareholder wishes to sell their shares it is often advantageous for there to be a buyback, perhaps because the departing shareholder cannot find a willing buyer or because the existing shareholders want to retain control of the company (but cannot afford to buy the shares individually – in a buyback company money is used to make the purchase). Buybacks are also common where an employee shareholder is leaving the company and is required to sell their shares back to the company.

A share buyback is a transaction between an existing shareholder and a company.

  • The company can repurchase its shares at any price
  • Shareholder approval is required
  • There must be sufficient distributable reserves
  • Funding for the transaction is from the company
  • All remaining shareholders receive an uplift

Dividends

If Unovi has made a profit, it is free to distribute these funds to its shareholders. This is the money the company has remaining after paying all business expenses and liabilities, plus any outstanding taxes (such as Corporation Tax and VAT).

Dividends must be distributed according to the percentage of company shares owned by each shareholder, i.e. if you own half the company’s shares, you will receive 50% of each dividend distribution. There are no rules which determine how often you distribute dividends, however, we processing dividend payments on a quarterly basis, for easier record keeping.

When setting the dividend, the Board of Directors looks at a range of factors, including the macro environment, the current balance sheet and future investment plans. In addition, we may choose to return cash to shareholders through share buybacks, subject to the capital requirements of Unovi. It is our intention that dividends will be declared and paid quarterly. Otherwise, we can make a decision not to pay any dividends in the operating year due to the internal and external circumstances. It is our right whether pay or not any dividends. But we do our best to pay dividends to our shareholders as much as possible.

Dividends are declared in Great Britain Pounds and we announce the euro and USD equivalent amounts at a later date. Further information about dividend payout will be held here

Annual General Meeting

Our AGM is held in September each year and gives shareholders the opportunity to vote on various company matters, either by attending the meeting and voting in person or by sending in a proxy vote (to be used for a polled vote) in hard copy or electronic form. If you attend the AGM, you have the opportunity to put questions to the Board of Directors and to speak to individual directors personally after the meeting. If you are unable to attend, or if you have any questions you wish to put to any of the directors during the course of the year, you may write to the company.

As an ordinary shareholder, you are entitled to attend, speak and vote at general meetings of the company. The company is required by law to hold a general meeting of shareholders each year. If an important matter requiring shareholder approval cannot wait until the next AGM, the company will call a General Meeting.

Details of all forthcoming shareholder meetings will be displayed below:

1

2019, November

AGM - presentation

AGM - results

 

Holders of Ordinary Shares

Dividend information, how to manage your Unovi shareholding and FAQs

Overview of Shareholder Rights

The table below provides an overview of some of the key rights which shareholders in private limited companies incorporated in England & Wales enjoy, together with references to the applicable provisions of the Companies Act 2006 (the “Act”) where relevant. The table is not an exhaustive guide to all shareholder rights under English company law but highlights those which are likely to be most relevant in practice to shareholders in small and medium-sized companies.

The percentage thresholds listed are default levels under Act – some of these thresholds may be altered, for example, by the company’s articles of association or a shareholders’ agreement, and so it is important that this table is not relied on in isolation when considering the position of a shareholder in relation to any particular company.

Furthermore, care should also be taken when reviewing this table in the context of companies with more than one class of share capital. In such cases, further advice will be required as to exactly which shares should be taken into account when calculating the relevant percentages, and also whether particular classes of shares enjoy each of the rights listed below (for example, the right to a dividend).


Level of shareholding required to exercise right

Shareholder right

Relevant provisions of the Act

0% plus 1

– i.e. rights which all shareholders have

To inspect certain company information, principally the register of members and minutes of general meetings (but not, for example, board minutes)

s.116, 358

To apply to the court for permission to bring a derivative claim (broadly speaking, a claim on behalf of the company)

ss.260 to 264

To receive notice of, attend and vote at shareholder meetings

s.310

To appoint one or more proxies to vote on their behalf at a general meeting

s.324

To receive a copy of the company’s annual accounts

s.423

To receive a certificate in respect of shares registered in that shareholder’s name

ss.769 and 776

To apply to the court for a remedy on grounds that the company’s affairs are being conducted in a way which is unfairly prejudicial to members generally (or some part of the members)

ss.994 to 999

To participate pro rata in any dividend paid

N/A

5%

(or more)

Ability to require circulation of the written resolution

s.292

Ability to requisition a general meeting

s.303

Ability to require the company to circulate a written statement regarding business at a general meeting in advance of that meeting

s.314

10%

(or more)

To require a company which would otherwise be exempt to have an audit

s.476

To prevent a general meeting being held on less than statutory notice

s.307

To prevent minority shareholders having their shares compulsorily acquired (a “squeeze out”) following a takeover

s.979

20%

(or more)

Directors of a company, together with their connected persons, holding 20% or more of the shares in that company will be deemed to be “connected” with that company

s.254

25%

(or more)

Able to prevent shareholder resolutions being passed as special resolutions

s.283

Able to block a scheme of arrangement

s.899

50%

(or more)

Able to prevent shareholder resolutions being passed as ordinary resolutions

s.282

Able to pass shareholder resolutions as ordinary resolutions

s.282

A director with this level of shareholding will be deemed to “control” the company

s.255

75%

(or more)

Able to pass shareholder resolutions as special resolutions

s.283

Able to approve the scheme of arrangement

s.899

90%

(or more)

Able to consent to the holding of a general meeting on short notice

s.307

Manage Your Shareholding

Information about managing your Unovi shares including share registration and shareholder forms

Shareholders can access their account and manage their shareholdings via our Contact Center. Using this service, which is provided by Unovi, will allow you to see your:

  • Shareholding and dividend payments
  • Amend your personal details
  • Receive email updates
  • Make different requests
  • Update your bank account details

Create an account

To access Shareholders Centre via our Contact Centre you will need to create an account. All new investors receive their Account Opening Form within the Document Kit. After completing this form and sending it to us back you will be asked to create a unique user ID and Key Word and to agree to the terms and conditions of this service. As an additional security measure, Unovi will send a unique activation code to your registered address. The activation code is used to validate your account and provide you with full access to the Shareholders Centre service.

Useful Forms and Documents


1

Change of Address Form

on 01 January 2019

2

Change of Name Form

on 1 October 2018

3

Share Transfer Form

on 1 October 2018

4

eCommunications Form

on 1 October 2018

5

Shareholding Merger Form

on 1 October 2018

6

Letter of Request

on 1 October 2018

7

Request for Designation or Re-Designation

on 1 October 2018

 

Communications

Unovi is committed to promoting effective and open communication with all shareholders, ensuring consistency and clarity of disclosure at all times.

  1. Email communication
    It is our preferred option is to send and receive notification by e-mail. This allows Unovi to deliver information in a timely and convenient form, as well as reducing the environmental and cost impacts of printing and posting large quantities of documents If Shareholders decide in the future they would prefer to receive paper copies, they may change their preference via our contact centre
  2. Paper communication
    The default option for new Unovi Shareholders is to receive Shareholder's Documentation (such as Share Certificate, Share Purchase Agreement, Terms and Conditions etc.) in hard copy through the post. New Shareholders will be registered for Email Communication (as above) as well
  3. Website communication
    All major information publish on this website. Shareholders have the right to request a paper copy of any document at any time, by writing to our Contact Center

If Shareholders wish to change their choice as to how they receive their documents and information at any time, they should also contact Unovi.

Warnings to Prospect Investors and Shareholders

  1. Over recent years many companies have become aware that their shareholders have received unsolicited phone calls or correspondence from individuals who imply that they have a connection to the company concerned. The individuals may make promises, ask for payments or provide unsolicited advice in relation to the company, its shares or financial reports or offer financial or investment advice. You should always be wary of any unsolicited calls, requests for payments, offers of financial advice or shareholder offers from third parties
  2. The need for diversification when you invest. Diversification involves spreading your money across different types of investments with different risks to reduce your overall risk. However, it will not lessen all types of risk. Diversification is an essential part of investing. Investors should only invest a proportion of their available investment funds to Unovi and should balance this with safer, more liquid investments
  3. Risks when investing in equity. Investing in shares (also known as equity) does not involve a regular return on your investment. General risks while investing in equity continue to apply
  4. Please bear in mind the following particular risks for equity investments: Loss of investment or tax relief. The majority of start-up businesses fail or do not scale as planned and therefore investing in these businesses may involve significant risk. It is likely that you may lose all, or part, of your investment. You should only invest an amount that you are willing to lose and should build a diversified portfolio to spread risk and increase the chance of an overall return on your investment capital. If a business you invest in fails, nobody will pay you back your investment. Lack of liquidity. Liquidity is the ease with which you can sell your shares after you have purchased them. Buying shares in limited companies such as Unovi cannot be sold easily and they are unlikely to be listed on a secondary trading market, such as AIM, Plus or the London Stock Exchange before IPO. In addition, if you purchase non-voting shares they may not be attractive to potential buyers
  5. Any investment in shares made may be subject to dilution in the future. Dilution occurs when a company issues more shares. Dilution affects every existing shareholder who does not buy any of the new shares being issued. As a result, an existing shareholder's proportionate shareholding of the company is reduced, or ‘diluted’-this has an effect on a number of things, including voting, dividends and value
  6. If an Issuer falls into financial difficulty and goes out of business, other creditors and debt holders with seniority – including fixed charge holders, administrators, employees who are owed wages, banks, and secured debtors - will be compensated first. This means it is unlikely investors, whose unsecured investment sits below all of the previously mentioned in the pecking order, will have their initial investment or outstanding interest payments returned to them after higher ranked creditors are compensated
  7. A private company must not offer shares to the general public - they can, however, offer shares to existing shareholders, or professional investors and companies. In order to offer shares to the general public, a company must be a public limited company (plc). The key requirements are that the company's name and memorandum should state that it is a plc and that it should have an issued share capital of at least £50,000 sterling or its euro equivalent. If a plc wants to offer shares to the public, it must generally issue a prospectus meeting detailed legal requirements, and will also need to comply with the requirements of any exchange on which the shares are to be traded. The company will need to appoint advisers to handle this complex process.

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