Glossary

A · B · C · D · E · F · G · I · J · L · M · N · O · P · Q · R · S · T · V · W

A

A Consent

The prior written consent of the holder or holders of a majority of the A Shares. Ferris holds every A Share, so A Consent means Ferris, in writing, before the act. Every Reserved Matter needs it alongside B Consent. Definition: A Consent · Clause 5.1 · Chapter 4

A Directors and B Directors

Up to two directors appointed by the holders of a majority of the A Shares, and up to two by the holders of the B Shares. Each owner appoints, removes and replaces its directors by written notice to the Company. At Completion the A Directors are Harriet Coyle, the Chair, and Tobias Renn; the B Directors are Peter Aldous and Sian Wren. Each is a nominee director and still owes the ordinary duties of a director to the Company. Clause 4.2 · Clause 4.3 · Chapter 3

A Shares, B Shares and C Shares

The three classes of ordinary shares of £0.01 each: 5,500,000 A Shares held by Ferris, 3,500,000 B Shares held by Aldous & Wren, 1,000,000 C Shares held by Dr Sayer. They rank equally for dividends and capital and carry one vote each. They differ only in board rights, consent rights, pre-emption, drag-along and the Manager's leaver terms. Clause 3.1 · Clause 3.3 · Chapter 2

Affiliate

For a company, any person which Controls it, is Controlled by it or is under common Control with it; for the Manager, any person she Controls. The word keeps a drag honest: the offer must come from a person who is not the Dragging Shareholders' Affiliate. A contract between the Company and a Shareholder's Affiliate worth more than £50,000 a year is Reserved Matter 9. Definition: Affiliate · Clause 13.1 · Chapter 8

Articles

The Company's articles of association: its constitution, adopted at Completion, filed at Companies House and open to anyone. They bind the Company and every member by statute and are changed by special resolution. Schedule 6 extracts the five articles that mirror the Shareholders' Agreement; clause 21 says which document wins between the Shareholders. Definition: Articles · Schedule 6 · Chapter 10

B

B Consent

The prior written consent of the holder or holders of a majority of the B Shares — in practice Aldous & Wren. With A Consent it is required for each of the 14 Reserved Matters. A Board minute recording that the B Directors agreed is not B Consent. Definition: B Consent · Clause 5.1 · Chapter 4

Bad Leaver

The Manager, where her employment ends through dismissal for cause, resignation before the third anniversary of Completion (30 April 2029), or breach of clause 17. A Bad Leaver sells every C Share, vested or not, at the lower of the nominal value of £0.01 and Fair Value. On the ghost date of 1 September 2028 that is £10,000. Definition: Bad Leaver · Clause 16.5 · Chapter 9

Budget

The Company's operating and capital budget for a Financial Year, approved as a Reserved Matter. The Managing Director presents a draft by 31 January; the A and B Shareholders approve it by 28 February; until then the previous Budget runs. Spending the approved Budget provides for needs no second consent, so item 5 catches only what the Budget did not foresee. Definition: Budget · Clause 8.2 · Chapter 4 · Chapter 6

Business Day

A day other than a Saturday, Sunday or public holiday in England on which banks in London are open. Almost every clock in the document runs in Business Days: 10 to answer a consent request, 20 between deadlock refusals, 30 to elect under a Buy-Sell Notice. The 30 days of a mediation are the exception — calendar days. Definition: Business Day · Chapter 4 · Chapter 5

Business Plan

The plan for the three Financial Years to 31 March 2029, summarised in Schedule 5. Revenue is forecast at £6,800,000, £9,200,000 and £11,500,000, with £900,000 of capital expenditure provided for the year to 31 March 2028. Adopting or amending it is Reserved Matter 6. Definition: Business Plan · Schedule 5 · Chapter 6

Buy-Sell Notice

The deadlock ladder's last rung before winding up, nicknamed Russian roulette. Once a mediation fails, the A or B Shareholder serving it (the Offeror) has 20 Business Days to name one cash price per Share to the other (the Recipient). The Recipient then has 30 Business Days to buy all the Offeror's Shares or sell all its own at that price. Silence sells, and the C Shareholder may require the buyer to take her Shares too. Clause 6.5 · Chapter 5

C

Casting vote

A second vote given to a chair to break a tie. The Chair of this Board has none: each director has one vote, at the Board or any committee of it, and an equal vote is not passed. A tie is a no, and the Company carries on under the approved Budget and Business Plan. Clause 4.6 · Article 16 · Chapter 3

Cessation Date

The date on which the Manager's employment with the Company ends, for whatever reason. On it she is deemed to have given a Transfer Notice for all her C Shares and Fair Value is fixed. The Board then has 10 Business Days to tell her in writing whether she is a Good Leaver or a Bad Leaver. Definition: Cessation Date · Clause 16.4 · Chapter 9

Change of Control

For a corporate Shareholder, a person who did not Control it at Completion acquiring Control of it, alone or with others acting in concert. Control is the power, direct or indirect, to have a company's affairs conducted as the holder wishes. A Change of Control of an A or B Shareholder is a deemed Transfer Notice for all its Shares at Fair Value, on the day it happens. The sale of Aldous & Wren to Roke Street triggered one on 29 February 2028. Definition: Change of Control · Clause 12.3 · Chapter 7

Completion

30 April 2026, when three documents were signed together: the Shareholders' Agreement, the Business Transfer Agreement (Aldous & Wren's two cold stores sold into the Company) and Dr Sayer's service agreement. None takes effect unless all three are signed. The deal had been agreed in heads of terms, subject to contract, on 14 October 2025. Every anniversary in the document counts from Completion, and trading began the next day. Definition: Completion · Clause 2.1 · Chapter 1

D

Deadlock Event

A Reserved Matter refused at two Board meetings held not less than 20 Business Days apart. Or a Board meeting and its adjourned meeting both inquorate because no A Director, or no B Director, attends. One refusal is a refusal; the same refusal four working weeks later is a Deadlock Event. The Avonmouth refusals of 12 May and 16 June 2027 — 24 Business Days apart — were one. Definition: Deadlock Event · Clause 6.1 · Chapter 5

Deadlock Notice

The written notice the A or B Shareholder may serve on the other within 20 Business Days after a Deadlock Event, copied to the Company, describing the matter in dispute. It starts the ladder: chief executives within 10 Business Days, then mediation, then the Buy-Sell Notice, then — six months on — winding up. If nobody serves one the proposal is treated as withdrawn; Ferris served on 18 June 2027. Clause 6.2 · Chapter 5

Deed of Adherence

The deed in Schedule 3 by which someone who did not sign the Shareholders' Agreement becomes bound by it. A buyer of Shares adheres as a Shareholder of the class it acquires, and no transfer is registered until it has. A person who acquires control of a Shareholder adheres as its controller, with no separate rights — the version RSP Holdco (Thornbury) Limited signed on 20 March 2028. Schedule 3 · Clause 10.4 · Chapter 7

Dilution

A holding's percentage falling because the register grows and the holding does not. It is the price of declining an Emergency Equity offer. In the ghost £900,000 call at £0.50 per Share, Dr Sayer's 1,000,000 Shares fall from 10.00% to 8.47% of the register without her selling one. Clause 7.5 · Chapter 6

Drag-along

The right of Shareholders holding not less than 75% of the Shares (the Dragging Shareholders) to make every other Shareholder (a Dragged Shareholder) sell to their buyer. The buyer must be a bona fide outsider taking the whole Company, and the price per Share and terms are the same for everyone. Ferris alone, at 55.00%, cannot drag; Ferris and Aldous & Wren together, at 90.00%, can — and only Dr Sayer can ever be dragged. It is exercised by a Drag Notice giving at least 15 Business Days, and a dragged holder warrants only title and capacity. Clause 13.1 · Article 14 · Chapter 8

E

Emergency Equity

New Shares the Company offers for cash when the Board, with A Consent and B Consent, determines it needs funds it cannot obtain from its own resources or by borrowing. Every Shareholder is offered its pro rata share, of the class it holds, for at least 15 Business Days; a Shareholder which does not subscribe is diluted. The C Shareholder is invited and never obliged, and no call was ever made. Definition: Emergency Equity · Clause 7.5 · Chapter 6

Exceeding

The word every money threshold in Schedule 2 turns on, and it means strictly more than. Aggregate borrowings of exactly £1,000,000 do not exceed £1,000,000, so the Avonmouth term loan needed no consent; one pound more and it would have. Figures are tested exclusive of VAT, with related transactions added together. Schedule 2, item 4 · Clause 5.3 · Chapter 4

Exclusive jurisdiction

The courts of England and Wales alone decide any dispute arising out of or in connection with the agreement; a claim started anywhere else is itself a breach. Ferris argued for arbitration for its privacy; Aldous & Wren preferred the courts for their cost and the ready availability of an injunction, and prevailed. English law governs, including any non-contractual obligation. Clause 22.8 · Clause 22.7 · Chapter 10

Exit

A sale to an outsider of Shares carrying more than 50% of the votes, a sale of substantially all the business and assets, or an admission of Shares to trading on a stock exchange. On an Exit every unvested C Share vests immediately before it. The Manager then sells on the same terms per Share as everyone else. Definition: Exit · Clause 16.6 · Chapter 8

F

Fair Value

The price per Share the document uses whenever it moves Shares and nobody has named a price. An independent firm of chartered accountants — the Valuer, an expert, not an arbitrator — values the whole Company as a going concern, willing buyer to willing seller. It applies no discount for a minority holding and no premium for control, and divides by the Shares in issue. The valuation of 28 February 2028 is the worked example: £16,000,000 across 10,000,000 Shares is £1.60 per Share. Definition: Fair Value · Schedule 4 · Chapter 8

Funding Proportions

11 : 7, the ratio of the 5,500,000 A Shares to the 3,500,000 B Shares at Completion. Each drawing of the £1,800,000 Shareholder Loan Facility is lent in it: Ferris £1,100,000, Aldous & Wren £700,000. The C Shareholder is not in the ratio because she has no funding obligation. Definition: Funding Proportions · Clause 7.2 · Chapter 6

G

Good Leaver

The Manager, where she leaves through death, ill-health, redundancy or dismissal other than for cause — or resigns on or after 30 April 2029, the third anniversary of Completion. If a Bad Leaver reason also applies, that list wins. A Good Leaver is paid Fair Value for each Vested Share and £0.01 for each unvested one. On the ghost date of 1 September 2028, with 500,000 vested and Fair Value at £1.60, that is £805,000. Definition: Good Leaver · Clause 16.5 · Chapter 9

I

IPO

An initial public offering: the admission of the Shares to trading on a recognised investment exchange, pursued only with A Consent and B Consent. No Sale Process may run while one is diligently pursued. On an IPO the Shareholders convert all Shares into one class and the agreement terminates. Clause 15.3 · Clause 20.1 · Chapter 8

J

Joint venture

One company owned by parties who each put something different in and each expect a say in return. Here a listed logistics group put in £5,500,000 of cash, a family business put in two cold stores, and an engineer put in her work and her software. It is not a partnership: clause 22.1 says so, and each Shareholder may vote in its own interest. Recital (A) · Clause 22.1 · Chapter 1

L

Lock-in Period

Three years from Completion, to 30 April 2029, during which no Shareholder may transfer a Share except by a Permitted Transfer or a transfer the document itself requires. For the B Shares it was extended to 30 April 2030 as a term of Ferris's waiver in 2028. Definition: Lock-in Period · Clause 10.2 · Chapter 7

M

Managing Director

The director who runs the Company day to day, at Completion Dr Imogen Sayer. She sits on the Board ex officio — because of the office, not by anyone's appointment — and is neither an A Director nor a B Director. Appointing or removing the Managing Director is Reserved Matter 10, so neither owner can remove her alone. Clause 4.4 · Schedule 2, item 10 · Chapter 3

Mediation

The third rung of the deadlock ladder. If the chief executives' meeting fails, either the A or the B Shareholder may refer the matter to a single independent mediator, fees shared equally. A mediator decides nothing, and the mediation ends 30 calendar days after referral if nothing is agreed. The Avonmouth mediation on 27 July 2027 produced the phased £1,600,000 plan in one day. Clause 6.4 · Chapter 5

N

Nominal value

The face value the Articles give a share: £0.01 for every Share in this Company, whatever its class. It is not the price. Ferris and Aldous & Wren paid £1.00 per Share; Dr Sayer paid the nominal value, and nominal value is the Bad Leaver price. Clause 1.2(b) · Clause 3.1 · Chapter 2

O

Ordinary resolution and special resolution

The two thresholds by which the members of an English company decide. An ordinary resolution passes on more than half the votes cast, so Ferris passes one alone with 55.00%. That includes a resolution under section 168 of the Companies Act 2006 to remove a director. A special resolution needs 75%, so Aldous & Wren's 35.00% blocks one; changing the Articles takes a special resolution. Chapter 1 · Chapter 10

P

Pari passu

Equally, without preference. The A, B and C Shares rank pari passu for dividends and any return of capital. Every holder gets the same amount per Share — the C Shares included, vested or not. Clause 3.2 · Clause 9.3 · Chapter 2

Permitted Transfer

A transfer by an A or B Shareholder of all its Shares to a wholly-owned subsidiary of itself or of its ultimate holding company. It may be made at any time, even in the Lock-in Period, without a Transfer Notice and without opening a tag; the transferee still signs a Deed of Adherence. A transferee about to leave the group must first transfer the Shares back, or it is deemed to have offered them at Fair Value. Clause 12.1 · Clause 12.2 · Chapter 7

Pre-emption

The rule that the existing co-owner gets first refusal of any Shares offered for sale. After the Lock-in Period an A or B Shareholder wishing to sell gives a Transfer Notice, and the other has 20 Business Days to accept at the Transfer Price. Silence is refusal, and the C Shareholder has no right to buy. Only then may the seller go to a bona fide third party, within three months and at no lower price. Clause 11 · Clause 11.2 · Chapter 7

Procure

When a Shareholder must "procure" something of the Company, it must use its votes and other rights to bring it about, so far as it lawfully may. The word exists because a company cannot fetter the powers the Companies Act 2006 gives it, including its power to alter its Articles. Its shareholders can, though, bind themselves about how they will vote. Clause 1.2(d) · Clause 21.3 · Chapter 10

Q

Quorum

The smallest attendance at which the Board may decide anything: two directors, at least one an A Director and one a B Director, present throughout. An inquorate meeting adjourns five Business Days; if the adjourned meeting is also inquorate it is dissolved, and that is a Deadlock Event. That is the price of quorum-busting — keeping your directors away to stop the Board meeting. Clause 4.5 · Article 8 · Chapter 3

R

Register of members

The Company's own record of who holds its shares; legal title passes on registration, not on signing a transfer form. Every percentage in the document is a percentage of the 10,000,000 Shares in issue and entered in the register. It is the only basis: there is no option pool, no warrant and no convertible. Article 12 tells the directors to refuse to register a transfer not made in accordance with the agreement. Clause 1.2(c) · Clause 3.1 · Article 12 · Chapter 2

Reserved Matter

One of the 14 actions in Schedule 2 the Company may not take without A Consent and B Consent, whatever the Board has resolved. Nine are reserved outright and five carry a money threshold. The lines are borrowing exceeding £1,000,000, unbudgeted capital expenditure exceeding £500,000, assets exceeding £250,000, litigation exceeding £100,000 and contracts with a Shareholder exceeding £50,000 a year. In prose it is a veto; the document says "consent". Definition: Reserved Matter · Schedule 2 · Chapter 4

Restrictive covenants

The promises that follow the Manager out of the door, for 12 months after the Cessation Date. No competing with the Business in the South West of England or South Wales; no soliciting the customers of the previous 12 months; no soliciting or employing senior employees. Each obligation is separate, so one held too wide is cut back rather than lost. They survive the end of the agreement, and a breach while she is employed makes her a Bad Leaver. Clause 17 · Clause 20.3 · Chapter 9

Russian roulette

The desk name for the Buy-Sell Notice in clause 6.5: one owner names a single price per Share without knowing whether it will end up buying or selling at it. That is why it works — the only sensible price is the one you believe is right. Clause 6.5 · Chapter 5

S

Sale Process

After 30 April 2031, the fifth anniversary of Completion, the A or B Shareholder may make the Board run a sale of the Shares or Business through an independent adviser. It is a right to start, not to finish. No Shareholder must accept an offer; a sale of Shares still needs the 75% drag or everyone's agreement, and a sale of the Business remains a Reserved Matter. Clause 15.1 · Clause 15.2 · Chapter 8

Share premium

What a share is issued for above its nominal value. Ferris paid £1.00 for a share of £0.01 nominal, so 99 pence of every pound is premium. It comes to £5,445,000 on the A Shares, £3,465,000 on the B Shares and nil on the C Shares — £8,910,000 in all, against nominal capital of £100,000. Clause 3.1 · Schedule 1, paragraph 2 · Chapter 2

Shareholder

With a capital S, a party to the Shareholders' Agreement while it holds Shares: Ferris, Aldous & Wren, the Manager, and anyone who signs a Deed of Adherence. "A Shareholder", "B Shareholder" and "C Shareholder" mean a Shareholder as holder of that class. The Company is a party too, but not a Shareholder. Clause 1.1 · Chapter 1

Shareholder Loan

A loan under the £1,800,000 Shareholder Loan Facility, with its accrued interest, while any part is outstanding. Lent by the A and B Shareholders in the Funding Proportions, unsecured, at 6% a year fixed, and drawn in full on 3 November 2026. Repaid pro rata from cash the Budget does not need and in full before any dividend; excluded from the £1,000,000 borrowing threshold. Definition: Shareholder Loan · Clause 7.1 · Clause 7.3 · Chapter 6

Shareholders' Agreement

The private contract of 30 April 2026 between Ferris, Aldous & Wren, Dr Sayer and the Company — "the SHA". Its 22 clauses and six schedules govern how the three own the Company together. It does four things the Articles cannot: it is private, contractual, confidential and enforceable between the Shareholders. Between the Shareholders it prevails over the Articles. The Parties · Clause 21.1 · Chapter 1

Shares

The A Shares, the B Shares, the C Shares and any other shares in the Company in issue from time to time: 10,000,000 at Completion, of £0.01 each, fully paid. Definition: Shares · Clause 3.1 · Chapter 2

Sweat equity

Shares issued to a manager at nominal value for the work she will do rather than the money she has. Dr Sayer's 1,000,000 C Shares cost her £10,000; their real price was the ten points of the register Ferris and Aldous & Wren did not keep. It is why the C Shares vest and carry leaver terms. Clause 2.3 · Chapter 2 · Chapter 9

T

Tag-along

The right of every other Shareholder to join a sale of control — a sale of Shares carrying more than 50% of the votes, counting any the buyer already holds. The buyer must first offer every other Shareholder the same proportion of its Shares at the same price and on the same terms. Only a sale of Ferris's 55.00% opens it, and each holder has 15 Business Days to serve a Tag Notice. For Dr Sayer, who has no right to buy under pre-emption, it is the whole of her protection on a sale. Clause 14.1 · Clause 14.3 · Chapter 8

Transfer Notice

The offer by which Shares move under the pre-emption clause. An A or B Shareholder wishing to sell after the Lock-in Period gives one, stating the Shares and any price required (the Transfer Price). One is deemed given on a Change of Control, on a transferee leaving its group, and on the Manager's Cessation Date. A deemed notice states no price, so the Transfer Price is Fair Value; the other A or B Shareholder has 20 Business Days to accept. Definition: Transfer Notice · Clause 11.1 · Clause 11.4 · Chapter 7

V

Variation

A change to the words of the agreement. It must be in writing signed by the A and B Shareholders, and where it adversely affects the rights of the C Shareholder as such, by her too. A consent (the agreement working as written) and a waiver (a right given up for one occasion) are not variations. Clause 22.3 · Chapter 10

Vested Shares

The C Shares that have vested: 25%, being 250,000, on each of 30 April 2027, 2028, 2029 and 2030. Vesting moves nothing in the register — it changes the price the Manager is paid on leaving. None vests after the Cessation Date, except that every C Share vests on an Exit. Definition: Vested Shares · Clause 16.2 · Chapter 9

W

Waiver

A party giving up a right for one occasion, without changing the agreement. The other A or B Shareholder may waive a deemed Transfer Notice in writing, on any terms it requires. The document names two: a Deed of Adherence by the new controller, and an extension of the Lock-in Period. That is what Ferris did on 20 March 2028; delay in exercising a right is never a waiver. Clause 12.4 · Clause 22.3 · Chapter 7 · Chapter 10

Winding up

Six months after a Deadlock Notice, if the matter is unresolved and no Buy-Sell Notice has been served, the A or B Shareholder may require a voluntary winding up. Every Shareholder must then consent and vote for it; it is the deadlock ladder's last resort. Aldous & Wren wanted it as the final step precisely because nobody wants one. On the Avonmouth timetable it would have fallen due on 18 December 2027, and was never reached. Clause 6.6 · Schedule 2, item 13 · Chapter 5