Shareholders Agreement

SHAREHOLDERS AGREEMENT

DATED this                                                     day of                                                    2016

Parties
  1. THE MEMBERS listed in column one of Schedule One to this Agreement representing the respective Practices as listed in column two.
  2. PORTSMOUTH PRIMARY CARE ALLIANCE LIMITED, incorporated and registered in England and Wales with company number 9416062 whose registered office is at Station House, North Street, Havant, PO9 1QU (the Company)
Background
  1. The Company is a private company limited by shares formed on behalf of the Practices to provide primary care medical services.
  2. The Company will contract with National Health Service organisations and/or other bodies/organisations to provide Medical Services. Clinical services will be performed either by the Practices or any of them as agent for the Company, or subcontracted to third parties.
  3. The Members will procure that each of their Practices will make loans to the Company.
  4. The Members enter into this Agreement to regulate (on behalf of their respective Practices) their relationship with each other and aspects of the affairs of the Company.
  5. The Company will comply with the terms of this Agreement.
  6. This document shall take effect as a Deed.

 

Agreement
1             Interpretation
1.1              The definitions and rules of interpretation in this clause apply in this Agreement.
Accounting Year: the Company’s financial accounting period of 12 months ending on 31st March.
Act: The Companies Act 2006 or any statutory re-enactment or modification thereof from time to time in force; and any reference to any section or provision of the Act shall be deemed to include a reference to any statutory re-enactment or modification thereof from time to time in force.
Articles: the articles of association of the Company as amended or superseded from time to time.
Board: the board of directors of the Company as constituted from time to time.
Business: the business of the Company described in clause 2.
  1. Business Day: a day (other than a Saturday or Sunday) when banks in the City of London are open for business.
  2. Confidential Information: has the meaning given in clause 17.
  3. Deed of Adherence: a deed in the form set out in Schedule Four.
  4. Encumbrance: includes any mortgage, charge (fixed or floating), pledge, lien, hypothecation, guarantee, trust, right of set-off or other third party right or interest (legal or equitable) including any assignment by way of security, reservation of title or other security interest of any kind, howsoever created or arising, or any other agreement or arrangement (including a sale and repurchase agreement) having similar effect.
Federation: the federation of the Practices who participate in the Business .
  1. Loan Agreement: a loan agreement in the form annexed hereto.
  2. Loans: loans made by the Practices to the Company under the terms of a Loan Agreement.
Medical Services means any medical services.
Ordinary Majority: a simple majority of Votes.
Special Majority:   not less than 80% of Votes. 
Members: those persons listed in Schedule One or their successors as the appointed representatives of Practices.
Obligatory Transfer Event: any event specified in clause 11.
Practice: a general medical practice which a Member represents.
Patient List:  the number of patients registered with a Member’s Practice by NHS England on 1st April in the relevant Accounting Year as posted annually on the Health and Social Care Information Centre website.
Performers: appropriate performers of Medical Services and any other services which from time to time may be provided under this Agreement.
Quality Standards: guidance and regulations issued by the Board to Performers from time to time as to the provision of Medical Services of the appropriate quality guidelines set out by the National Institute of Clinical Excellence, evidence based medicine, or best medical practice acknowledged by the British Medical Association or as may otherwise be determined or supplemented by the Board.
Reserved Matters: the matters listed in Schedule Two.
  1. Shares: ordinary shares in the capital of the Company.
  2. Votes: the number of votes attributed to each Member determined as specified in clause 4.
1.2              Clause and Schedule headings do not affect the interpretation of this Agreement.
1.3              Words in the singular include the plural and in the plural include the singular.
1.4              A reference to any gender includes a reference to the other gender.
1.5              A reference to a statute or statutory provision is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.6              “Writing” or “written” includes e-mail.
1.7              Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
1.8              No Member shall be entitled to enforce rights against the Company which arise as a result of that Member’s own default.
2             The Business
2.1              The Business is:
2.1.1        providing Medical Services;
2.1.2        entering into contracts with or employing non-medical support staff to ensure the efficient running of the Company’s business and operations;
2.1.3        entering into contracts with or employing medical practitioners or health care professionals to enable the Company to procure the provision of Medical Services;
2.1.4        managing and administering contracts with Performers and ensuring that all Performers have regard at all times to:

(a)                the Quality Standards; and

(b)               advice from the Board.

2.2              Each Member shall use his reasonable endeavours to promote and develop the Business to the best advantage of the Company.
3             Directors
3.1        Directors shall be elected by Members and shall be determined by the number of Votes cast in favour of a candidate.
3.2        No person may be a Director unless
3.2.1     He is a partner in a Member’s Practice; or
3.2.2     He is an employee of a Member’s Practice; or
3.2.3     He is a person approved as a Director by a Special Majority
PROVIDED THAT so far as possible and practicable the Members will endeavour to ensure that the majority of Directors comprise Members.
3.3        Subject to the aforegoing provisions an Ordinary Majority may appoint a person who is willing to act as a Director either to fill a vacancy or as an additional Director and may also determine the rotation (if any) in which any additional Directors are to retire.
3.4        Any Director or Directors may be removed from office by the resolution of a Special Majority.
4             Voting
4.1        Regardless of the number of shares a Member holds each Member will be entitled to vote in accordance with the principle that a Member shall have one vote per rounded unit of 1000 patients (on the basis that 1500 will be rounded down and 1501 will be rounded up) registered on the Patient List of the Member’s Practice as at 1st April 2016 PROVIDED THAT in the event that the Patient List of any Member’s Practice varies by more than 30 percent from its size at the date hereof or from the date when the Member’s number of votes was last adjusted then the number of votes attributed to a Member will be adjusted or further adjusted as soon as practicable so that the Member concerned shall have one vote per rounded unit of 1000 patients (on the basis that 1500 will be rounded down and 1501 will be rounded up) registered on the Patient List of the Member’s Practice.
4.2        The Members will procure that none of the matters listed in Schedule 2 as Reserved Matters shall occur without the consent of a Special Majority.
5             Finance for the Company
5.1              Each Member will procure that the Practice he represents lends to the Company the sum of 30 pence per patient registered with the Member’s Practice as at 1st April 2016 in accordance with the terms of the Loan Agreement.
5.2        In the event that the Patient List of any Member’s Practice varies by more than 30% from its size at 1st April 2016 or the date when the Member’s Practice Loan was last adjusted the relevant Member’s Practice’s Loan will be adjusted or further adjusted as soon as practicable so that the Loan for the relevant Practice will equate to 30 pence per patient registered on the Patient List of the Member’s Practice.
5.2              No interest will be payable on the Loans.
6             Members’ duties
6.1              Each Member shall at all times:
6.1.1        be just and faithful to the Company and each other Member in all transactions dealings and matters relating to or affecting their relationship hereunder and each shall in all circumstances give a true and proper account thereof when reasonably required so to do by the Company;
6.1.2        comply (and ensure that all his partners, employees, agents and sub-contractors comply) with all relevant legislation, regulations and professional standards pertaining to such matters as may govern the conduct of the Business (including complying with the Company’s policies as notified to the Members from time to time);
6.1.3        on request, exercise all voting rights and powers available to him in relation to the Company to effect the purchases by the Company of its own Shares from any Member to who is the subject of an Obligatory Transfer Event, including the passing of any resolution required by the Companies Act 2006;
6.1.4        comply, when they are Performers, with the Quality Standards and where a Member’s Practice is a Performer that all partners, employees, agents and sub-contractors of the Member’s Practice comply with the Quality Standards; and
6.1.5        notify the Company whenever the Member’s Practice admits a new partner, or takes on a new member of staff, who is able to act as a Performer.
7             Accounting
7.1              The Members shall procure that the Company shall at all times maintain accurate and complete accounting and other financial records including all corporation tax computations and related documents and correspondence with HM Revenue & Customs in accordance with the requirements of all applicable laws and generally accepted accounting principles applicable in the United Kingdom.
7.2              Each Member and his authorised representatives shall be allowed access at all reasonable times to examine the books and records of the Company and to discuss the Company’s affairs with its directors and senior management.
7.3              The Company shall supply each Member on request with the financial information necessary to keep the Member informed about how effectively the Business is performing and in particular shall supply each Member with:
7.3.1        A copy of the Company’s Annual accounts and Accountants Report, prepared in accordance with the laws applicable in and the accounting standards, principles and practices generally accepted in the United Kingdom, within 9 months of the end of the year to which the accounts relate; and
7.3.2        A quarterly financial report as created direct from the Company’s accounting package with key financial information.
7.4              Each Member shall be entitled to require the Company, and the Company shall as soon as possible comply with such a request, to provide any documents, information and correspondence necessary (at the cost of the Member making the request) to enable the relevant Member to comply with filing, elections, returns or any other requirements of HM Revenue & Customs or of any other revenue or tax authority.
8             Dividend policy
8.1              The Members agree that the Company shall not declare, pay or make any dividend or other distribution until all Loans have been repaid in full.
8.2              A distribution under this clause in relation to any Accounting Year shall be made within six months of the day to which the accounts for that year are made up.
9             Shares
9.1              No Shareholder will:
9.1.1        dispose of any interest in any of his Shares except by a transfer of the entire legal and beneficial interest therein to a transferee as permitted by this Agreement and the Articles of Assocation;
9.1.2        create any Encumbrances over any of his Shares
9.2              Each Member undertakes to each of the other parties that they will procure to the extent of their respective rights from time to time to vote as Members and as directors of the Company so that:
9.2.1        no person is registered as the holder of any Shares (whether upon transfer or transmission or by issue) except in accordance with this Agreement and the Articles of Association; and
9.2.2        no person shall become a registered holder of any Shares unless he enters into a Deed of Adherence.
9.3              In the event that the Patient List of any Member’s Practice varies by more than 30% from its size at the date hereof or the date when the number of Shares registered in the name of the Member was last changed, the Members and the Company will take such action and do such things as may be necessary to procure that the number of Shares registered in the name of the Member concerned will equate to one share per rounded unit of 1000 patients on the Patient List of the Member’s Practice (on the basis that 1500 will be rounded down and 1501 will be rounded up. For the avoidance of doubt no Share shall be sold or transferred or issued at a price greater than par value.
10          Transfer of Shares
10.1          Each Member may freely transfer all (but not some of) the Shares registered in his name to any other partner in his Practice with the intent that such successor should become a Member to represent his Practice in his stead and such substitute Member shall enter into a Deed of Adherence.
10.2          If any Practice wishes to cease, for any reason, to be part of the Federation the Member who represents that Practice (the Transferor) shall give notice in writing (to that effect) to the Company that he desires to transfer the Shares registered in his name at the Transfer Price (as stated in clause 10.4). The notice shall constitute the Company as the agent of the Transferor for the sale of all (but not some of) the Shares registered in the Member’s name to the Company.
10.3          Following the service of a notice under clause 10.2 the Parties will use all endeavours to procure that the Shares registered in the name of the Member who served the transfer notice as above are purchased by the Company at the Transfer Price and the Parties will do all such things and execute all such documents as may be necessary to give effect to these provisions.
10.4          The Transfer Price shall be the price of one pound (£1.00) per Share.
10.5          The Shares transferred pursuant to this clause 10 will be transferred free from any Encumbrances.
10.6          Following the service of a notice under clause 10.2:
10.6.1    Subject to clause 10.6.2 before completion of the transfer of the Shares concerned the Company shall repay any Loans made by the relevant Member’s Practice (together with any interest accrued thereon) and the Members shall use reasonable endeavours to procure that the Member and the Member’s Practice is released from any guarantees, security arrangements or other obligations given in respect of the Company or its Business.
10.6.2    If the transaction takes place within 2 years of the date of this Agreement, any Loan made by the relevant Member’s Practice shall only be repaid to the extent that there is sufficient profit available to do so and such repayment would not adversely affect the operation of the Business or the Company’s future viability, and otherwise the Loan shall remain outstanding until such time as there is sufficient profit available to repay the Loan made by the relevant Member’s Practice and any other loans made by former Members’ Practices.
11          Obligatory transfer event
11.1          If anything mentioned in this clause happens to a Member or (as appropriate in context) a Member’s Practice it is an Obligatory Transfer Event in respect of that Member and the provisions of clause 12 apply:
11.1.1    a Member commits any material breach or persistent breaches of this Agreement; or
11.1.2    a Member fails to pay any money owing by him to the Company within 30 days of a written request for payment from the Company; or
11.1.3    a Member fails to account for or pay over or refund any money received and belonging to the Company within 30 days after being so required by notice from the Board; or
11.1.4    a Member is convicted of any criminal offence involving dishonesty; or
11.1.5    if a process has been instituted that could lead to the Member’s Practice being dissolved; or
11.1.6    the Member’s Practice ceases to carry on its business or substantially all of its business; or
11.1.7    the Member commits a material or persistent breach of this agreement which if capable of remedy has not been so remedied within 21 Business Days of the other Members requiring such remedy; or
11.1.8    a Member serves notice that the Member’s Practice no longer wishes to participate in the Federation; or
11.1.9    a Member’s Practice ceases to be eligible to hold a GMS or PMS Contract; or
11.1.10a Special Majority resolves that a Member shall cease to be a Member; or
11.1.11a Special Majority resolves that a Member’s Practice shall cease to participate in the Federation.
12          Transfer following Obligatory Transfer Event
12.1          Where an Obligatory Transfer Event happens the Member concerned (‘the Transferor’) shall give notice of it to the Company as soon as possible and, if he does not, it is deemed to have given notice of the Obligatory Transfer Event to the Company on the date on which an Ordinary Majority of the other Members become aware of the Obligatory Transfer Event (Notice of Obligatory Transfer Event).
12.2          A Notice of Obligatory Transfer Event appoints the Company the agent of the Transferor for the sale of the Transferor’s Shares under this clause.
12.3          Following the service or deemed service of a notice under clause 12.1 the Parties will use all endeavours to procure that the Shares registered in the name of the Transferor are purchased by the Company at the Transfer Price and the Parties will do all such things and execute all such documents as may be necessary to give effect to these provisions.
12.4          The Transfer Price shall be the price of one pound (£1.00) per Share.
12.5          The Shares transferred pursuant to this clause 12 will be transferred free from any Encumbrances.
12.6
12.6.1    Subject to clause 12.6.2 before completion of the transfer of the Shares concerned the Company shall repay any Loans made by the relevant Member’s Practice (together with any interest accrued thereon) and the Members shall use reasonable endeavours to procure that the Member and the Member’s Practice is released from any guarantees, security arrangements or other obligations given in respect of the Company or its Business.
12.6.2    If the transaction takes place within 2 years of the date of this Agreement, any Loan made by the relevant Member’s Practice shall only be repaid to the extent that there is sufficient profit available to do so and such repayment would not adversely affect the operation of the Business or the Company’s future viability, and otherwise the Loan shall remain outstanding until such time as there is sufficient profit available to repay the Loan made by the relevant Member’s Practice and any other loans made by former Members’ Practices.
13          Sale of Company
13.1      If an offer is made to purchase the entire issued share capital of the Company and such offer is approved by a Special Majority all Members shall join in the sale and the following provisions of this clause shall apply.
13.2      Each Member hereby appoints the Directors as his attornies in his name and on his behalf to execute or sign and documentation required for the purposes of the sale and hereby undertakes to ratify, if so required, the actions of his attorney.
13.3      If the Member joins in and:
            13.3.1   executes all necessary documentation; and
13.3.2   joins in the warranties and any other provisions of the share sale agreement placing obligations on the Members accepting a rateable proportion of any such liability (pro rata to percentage  of the nominal value of the issued share capital of the Company held by him);
the price payable for his Shares shall be a percentage of the total price payable for all of the Shares in the Company equal to the percentage in nominal value of the share capital of the Company registered in his name.
13.4      If the Member does not:
13.4.1   co-operate in the sale and it is necessary for the directors to execute or sign documents as attorney for the Member; or
13.4.2   does not join in the warranties and other obligations as set out in clause 13.3 above;
            the other Members shall be entitled to effect insurance against that percentage of any liabilities that they may incur that would otherwise be payable by the Member that is not co-operating and the cost of that insurance, together with all additional professional costs incurred by the other Members as a result of the failure by the non co-operating Member to sign, shall be deducted from the price payable for his Shares.  If insurance is not available the Members shall negotiate such price as the purchaser is prepared to pay for those Shares without the benefit of the warranties and indemnities and shall sell them at that price.
13.5      An obligation to transfer a Share under this clause 13 shall be deemed to be an obligation to transfer the entire legal and beneficial interest in such Share free from any lien, charge or other encumbrance.
14          Practice Mergers
14.1          If two or more Practices merge (“the New Practice”):
14.1.1    the Members of the Practices who merge will transfer their Shares to such person who is nominated to be the Member representing the New Practice who will execute a Deed of Adherence if he is not already a Member;
14.1.2    for the avoidance of doubt the New Practice shall be represented by one Member only;
14.1.3    the Patient List of the New Practice will be assessed and the Member representing the same will be entitled to the number of votes calculated in accordance with clause 4;
14.1.4    the New Practice will continue to provide a Loan equivalent in value to the amount of the Loans previously provided by the merged Practices (adjusted from time to time pro rata to the New Practice’s Patient List).
14.1.5    the Members and the Company will take such action as is necessary to procure that the Member representing the New Practice holds such number of Shares as will equate to one share per complete unit of 1000 patients registered on the Patient List of the Member’s Practice.
15          Termination and liquidation
15.1          This Agreement shall terminate:
15.1.1    when, as a result of transfers of Shares made in accordance with this Agreement or the Articles, only one Member remains as legal and beneficial holder of the Shares; or
15.1.2    when a resolution is passed by Members or creditors, or an order made by a court or other competent body or person instituting a process that shall lead to the Company being wound up and its assets being distributed among the Company’s creditors, Members or other contributors.
15.2          Termination of this Agreement shall not affect any rights or liabilities that the Members have accrued under it.
15.3          Where the Company is to be wound up and its assets distributed, the Members shall agree a suitable basis for dealing with the interests and assets of the Company and shall endeavour to ensure that:
15.3.1    all existing contracts of the Company are performed to the extent that there are sufficient resources;
15.3.2    the Company shall not enter into any new contractual obligations;
15.3.3    the Company is dissolved and its assets are distributed as soon as practical;
15.4          Where any Member is required by any law, regulation or governmental or regulatory authority to retain any proprietary information (or copies of such information) of another Member or the Company, he shall notify the Members to whom the information relates in writing of such retention giving details of the information that he has been required to retain and the reason for such retention.
16          Status of the Agreement
16.1          Each Member shall exercise all voting rights and other powers in relation to the Company to procure that the provisions of this Agreement are properly and promptly observed and given full force and effect according to the spirit and intention of the Agreement.
16.2          If any provision in the memorandum of association of the Company or the Articles conflicts with any provision of this Agreement, this Agreement shall prevail.
16.3          The Members shall, when necessary, exercise their powers of voting and any other rights and powers they have to amend, waive or suspend a conflicting provision in the memorandum of association or Articles to the extent necessary to permit the Company and its business to be administered as provided in this agreement.
17          Confidentiality
17.1          In this clause Confidential Information means any information:
17.1.1    which any Member may have or acquire (whether before or after the date of this Agreement) in relation to the business affairs of the Company;
17.1.2    which any Member may have or acquire (whether before or after the date of this Agreement) in relation to the business affairs of another Member; or
17.1.3    which relates to the contents of this Agreement (or any agreement or arrangement entered into pursuant to this Agreement),
but excludes the information which
17.1.4    is or becomes public knowledge other than as a direct or indirect result of the information being disclosed in breach of this Agreement;
17.1.5    a Member can establish to the reasonable satisfaction of the relevant Member that it found out the information from a source not connected with the relevant Member and that the source is not under any obligation of confidence in respect of the information;
17.1.6    a Member can establish to the reasonable satisfaction of the relevant Member that the information was known to the first Member before the date of this agreement and that it was not under any obligation of confidence in respect of the information; or
17.1.7    a Special Majority agree in writing that it is not confidential.
17.2          Each Member shall at all times use all reasonable endeavours to keep confidential (and to ensure that his partners, employees and agents shall keep confidential) any Confidential Information and shall not use or disclose any such Confidential Information except:
17.2.1    to a Member’s professional advisers where such disclosure is for a purpose related to the operation of this Agreement;
17.2.2    to any tax authority to the extent reasonably required for the purposes of the tax affairs of the Member concerned; or
17.2.3    if the information comes within the public domain.
17.3          The obligations of the Members in this clause 17 shall continue without limit in time and notwithstanding termination of this Agreement for any cause and also notwithstanding that a Member shall cease to be a Member.
18          Whole agreement
18.1          This agreement, and any documents referred to in it or executed contemporaneously with it, constitute the whole agreement between the Members and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
18.2          Each Member acknowledges that in entering into this Agreement, and any documents referred to in it or executed contemporaneously with it, it does not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty of any person other than as expressly set out in this agreement or those documents.
18.3          Nothing in this clause 18 operates to limit or exclude any liability for fraud.
19          Variation and waiver
19.1          A variation of this Agreement shall be in writing and signed by or on behalf of all Members.
19.2          A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the person to which the waiver is addressed and the circumstances for which it is given.
19.3          A person that waives a right in relation to one person, or takes or fails to take any action against that person, does not affect its rights against any other person.
19.4          No failure to exercise or delay in exercising any right or remedy provided under this Agreement or by law constitutes a waiver of such right or remedy or shall prevent any future exercise in whole or in part thereof.
19.5          No single or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right or remedy.
19.6          Unless specifically provided otherwise, rights and remedies arising under this Agreement are cumulative and do not exclude rights and remedies provided by law.
20          No partnership
20.1          The Members are not in partnership with each other and there is no relationship of principal and agent between them.
21          Good faith
21.1          All transactions entered into between Members and the Company shall be conducted in good faith and on the basis set out or referred to in this Agreement or, if not provided for in this agreement, as may be agreed by the Members and, in the absence of such agreement, on an arm’s length basis.
21.2          Each Member shall at all times act in good faith towards the others and shall use all reasonable endeavours to ensure that this Agreement is observed.
21.3          Each Member shall do all things necessary and desirable to give effect to the spirit and intention of this Agreement.
22          Third party rights
A person who is not a party to this agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.
23          Notice
23.1          A notice under this Agreement:
23.1.1    shall be handed to an individual personally or sent for the attention of the person, to the postal address, email address or fax number of that person; and may be:
(a)                delivered personally (deemed delivered at the time of delivery); or
(b)               sent by pre-paid first class post, recorded delivery or registered post (deemed delivered 48 hours from the date of posting); or
(c)                faxed or emailed (deemed delivered on the day of the email or fax)
PROVIDED THAT if deemed receipt is not within business hours (meaning 9.00 am to 5.30 on a Business Day), deemed receipt shall be when business next starts in the place of receipt.
23.2          The addresses for postal service of notices are:
23.2.1    in the case of notice to the Company, to the Company’s registered office;
23.2.2    in the case of a notice to any Member, marked for the attention of the Member, to the address of that Member’s Practice.
23.3          To prove postal service it is sufficient to prove that the notice was transmitted by post and that the envelope containing the notice was properly addressed and posted.
IN WITNESS whereof this Agreement has been executed and delivered as a Deed on the day and year above written

SCHEDULE ONE

 

Practice                                                            Member

 

Portsdown Group Practice Dr Richard Mannings
East Shore Partnership Dr Matthew Crisp
North Harbour Medical Group Dr Prithipal Chhabda
Kirklands Surgery Dr John Thornton
Trafalgar Group Practice Dr Howard Smith
Queens Road Surgery Dr David Atchison
The Drayton Surgery Dr Nick O’Rourke
Lake Road Practice Dr Andrew Scott-Brown
Sunnyside Medical Centre Dr Jonathon Lake
The Eastney Practice Dr Jane Richbell
The Devonshire Practice Dr Bella Caiger
Craneswater Group Practice Dr Nicholas Moore
Southsea Medical Centre Dr Ian Minay
Derby Road Group Practice Dr Tim Wilkinson
The University Surgery Dr Anne Lawson
Hanway Group Practice Dr Ian Morris

SCHEDULE TWO Reserved Matters

  1. Varying in any respect the Company’s Memorandum or Articles or the rights attaching to any of its Shares.
  2. Except as provided in this Agreement, granting any option or other interest (in the form of convertible securities or in any other form) over or in its share capital, redeeming or purchasing any of its own Shares or effecting any other reorganisation of its share capital.
  3. Issuing any loan capital in the Company or entering into any commitment with any person with respect to the issue of any loan capital.
  4. Making any borrowing (other than in the ordinary and usual course of business) which would increase the Company’s indebtedness above £10,000.00
  5. Applying for the listing or trading of any shares or debt securities on any stock exchange or market.
  6. Passing any resolution for the Company’s winding up or presenting any petition for its administration (unless it has become insolvent).
  7. Changing the nature of the Company’s Business or commencing any new business by the Company which is not ancillary to the Business.
  8. Forming any subsidiary company or acquiring shares in any other company or participating in any partnership or joint venture (incorporated or not).
  9. Amalgamating or merging with any other company or business undertaking.
  10. Creating or granting any Encumbrance over the whole or any part of the Business, undertaking or assets of the Company or over any Shares in the Company or agreeing to do so other than liens arising in the ordinary course of business or any charge arising by the operation or purported operation of title retention clauses and in the ordinary course of business.
  11. Making any loan (otherwise than by way of deposit with a bank or other institution the normal business of which includes the acceptance of deposits or in the ordinary course of business) or granting any credit (other than in the normal course of trading) or giving any guarantee (other than in the normal course of trading) or indemnity.
  12. Entering into any arrangement, contract or transaction outside the normal course of its business or otherwise than on arm’s length terms.
  13. Granting any rights (by licence or otherwise) in or over any intellectual property owned or used by the Company.
  14. Changing the auditors of the Company or its Accounting Year end.
  15. Making or permitting to be made any material change in the accounting policies and principles adopted by the Company in the preparation of its audited accounts (except as may be required to ensure compliance with relevant accounting standards under the Companies Acts or any other generally accepted accounting principles in the United Kingdom).
  16. Establishing or amending any profit-sharing, share option, bonus or other incentive scheme of any nature for directors.
  17. Establishing or amending any pension scheme or granting any pension rights to any director or former director or any member of any such person’s family.
  18. Instituting, settling or compromising any legal proceedings (other than debt recovery proceedings in the ordinary course of business) instituted or threatened against the Company or submitting to arbitration or alternative dispute resolution any dispute involving the Company.
  19. Making any agreement with any revenue or tax authorities or making any claim, disclaimer, election or consent exceeding £10,000.00 for tax purposes in relation to the Company or its business.
  20. Admitting any new Members.
  21. Altering or amending this Agreement.

SCHEDULE THREE Form of Loan Agreement

[INSERT NAME AND ADDRESS OF MEMBER’S PRACTICE] (“the Practice”)

TO: Portsmouth Primary Care Alliance Limited

Loan to Portsmouth Primary Care Alliance Limited (the “Company”)

The Practice hereby agrees to make an unsecured loan to the Company (and the Company accepts it) in the initial sum of £[            ] (“the Loan”) by way of an unsecured loan to the Company on the following terms:

  1. All capitalised terms in this agreement shall have the same meaning as set out in the Shareholders Agreement dated [                         ] 2015 between the Company (1) and various other parties thereto (2).
  2. The amount of the Loan will be adjusted periodically in accordance with clause 5.2 of the Shareholders Agreement.
  3. The Company shall repay the Loan upon the occurrence of any of the following events:
    1. as soon as it is reasonable and within the Directors’ power to make repayment;
    2. the passing of a resolution or the making of an order for the winding-up of the Company;
    3. the appointment of a receiver of all or any of the assets of the Company;
    4. the Company committing an act of insolvency or being unable to pay its debts as and when due.
  4. The Company undertakes that except as provided in the Shareholders Agreement any repayment of the Loan or any other loan from a Member’s Practice on these or similar terms shall be made to each Member’s Practice on a pro rata basis according to the respective amounts of their Loans for the time being outstanding.
  5. Neither party may assign any of its rights under the Loan without the written consent of the other party.
  6. Interest will not be payable on the Loan.

 

SCHEDULE FOUR Deed of Adherence

DATED this                                           day of                                                              201[ ]

BY:

[DETAILS OF NEW MEMBER]

RECITALS

  1. By a Shareholders Agreement (“the Agreement”) dated the day of                          (as modified by [insert details of any modifying document, eg another Deed of Adherence]) made by the Members listed in Schedule One thereto and Portsmouth Primary Care Alliance Limited the parties which are at the date hereof [include all original and any subsequent Members] together called the Members and Portsmouth Primary Care Alliance Limited (Company Registration Number 9416062) (again the Company) the Members entered into certain covenants, undertakings and restrictions in relation to the affairs of the Company.
  2. [details of transferring Member] has transferred to the new Member Shares of £          each in the capital of the Company.
  3. The new Member has agreed to enter into such covenants, undertakings and restrictions as if he were a party to the Agreement on the terms set out in this Deed.

AGREED TERMS

  1. The new Member hereby:

1.1        confirms that he has been supplied with a copy of the Agreement;

1.2        covenants with each of the other parties to the Agreement from time to time to observe, perform and be bound by all the terms of the Agreement to the intent and effect that the new Member shall be deemed with effect from the date of when the new Member is registered as a Member of the Company to be a party to the Agreement.

IN WITNESS whereof this Deed has been executed and delivered as a Deed on the day and year above written

 

Signed as a Deed by

RICHARD MANNINGS

in the presence of:

 

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Signed as a Deed by

MATTHEW CRISP

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Signed as a Deed by

PRITHIPAL CHHABDA

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Signed as a Deed by

JOHN THORNTON

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Signed as a Deed by

HOWARD SMITH

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Signed as a Deed by

DAVID ATCHISON

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Signed as a Deed by

NICK O’ROURKE

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Signed as a Deed by

ANDREW SCOTT-BROWN

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Signed as a Deed by

JONATHON LAKE

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Signed as a Deed by

JANE RICHBELL

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Signed as a Deed by

BELLA CAIGER

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Signed as a Deed by

NICHOLAS MOORE

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Signed as a Deed by

IAN MINAY

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Signed as a Deed by

TIM WILKINSON

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Signed as a Deed by

ANNE LAWSON

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Signed as a Deed by

IAN MORRIS

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KS/MAT031/01