DRAFT ONLY

Matching Shares

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This section gives the full details of how we carry out the stages of an order to buy or sell transferable shares and bonds.

Placing an order

Ultima NewCo cannot accept an order to buy or sell shares in a company until we have from you the number of shares or bond you wish to buy or sell and the price you wish to buy or sell at. It is therefore likely that we will need to contact you to discuss your order before we can finalise it.

If you are placing an order to buy, we will also first make sure that you have fully understood the terms and conditions of the investment and that you have also considered if the investment is appropriate for you.

If you are placing an order to sell, we also cannot accept the order until you have given us your share certificate number and we have checked on the register that the shares are registered in your name. We can usually do this immediately but it can takea while for procedures to be carried out.. An order will not be placed until we have checked the register.

Once we have confirmed the details of your order, we will send you full details of that order, and its cost including any stamp duty (if required) and fees. You should contact us immediately if any of the details are incorrect.

If it is possible to fulfil your order immediately we will do so. Otherwise we will place your order in the queue and will publicise it as an open offer to buy or sell on our website.

Publication of orders

We will make the price and volume of all open orders available to any investor placing an order to buy or sell. These order details will be made available to you before you set a price at which you wish to buy or sell by publicising these on our website.

If you hold an open order, it is your responsibility to visit the website to see if there has been a change in the price or status of any of the open orders.

The name and contact details of the buyer and seller will remain anonymous. We will at all times keep your name and contact details confidential, according to our privacy policy.

Your commitment to proceed

If you have placed an order and it is matched in full, we require you to go through with the sale or purchase and respond in a timely manner. If you do not go through with a matched order, we reserve the right to cancel your account and to cease to provide you with any Ultima Newco services.

We aim to fulfil every order placed with us in full. However, if we are only able to fulfil part of a buyer’s or a seller’s order, you are still obligated to proceed.

You are able to change the price or other details of an order at any time, but only up until it has been matched by Ultima Newco.

Changing an order may affect its place in the queue, as detailed below in the section on the priority in which orders are fulfilled.

Processing Orders

Orders to buy or sell will be given priority according to the price and then the date on which they are received.
Thus, orders to sell at the lowest price will go to the front of the queue regardless of when they were received. Similarly, orders to buy at the highest price will be placed at the front of the queue. Where two orders are received at the same price, the order that was received the earliest will be given priority.
Buyers will be informed by email if we achieve a match at the requested price. Payment must be received within 7 calendar days of email notification to the buyers. If no payment is received then the order will be removed from the list.
No orders to sell will be processed unless your share certificate is received with your completed order form.
Please note that due to the large number of transactions initially anticipated that shareholders and nominees are advised to be patient. Latest details will be available on the website.

The Matching process

An order can be fulfilled only when one or more buyers and sellers are willing to buy and sell a certain number of shares at the same price. We call this a Match.

If both buyers and sellers have placed orders, but a match cannot be made because the offer prices differ, we will contact both the buyers and the sellers who are in at the best price to make them aware of the difference, and ask them if they would like to adjust their order. If this then results in a Match the match will then proceed.


Executing and settling the order

Once we have a Match for any number of shares we will notify both parties of the match in order to proceed with the trade.

If you are a seller, we will send you a Stock Transfer Certificate to sign. You will need to return this to us together with your share certificate. If you are a buyer, you will need to transfer the funds to us, together with any fees. We will not ask you to transfer funds to us until the share certificate and stock transfer form have been received.

Once we have the relevant documents from the seller and the funds from the buyer, we are in a position to settle the trade. At this point we will complete the paperwork with the share registrar, pay any other charges and forward the value of the shares sold, less any charges, to the seller.

Once the paperwork is ready to go to the share registrar and funds have been received, we would expect to be able to transfer the funds to the seller within a reasonable period of time, once the transfer has been registered by the share registrar. Likewise the new share certificate should be dispatched to the buyer within a reasonable period of time of completion of the trade.

We cannot complete a trade until we have both the full paperwork from the seller and the funds from the buyer. We will allow time from the communication of a match to a seller for the paperwork to be delivered to Ultima Newco. Likewise, we will allow ftime from the request for funds to a buyer for the payment to be made to Ultima Newco.

Should either buyer or seller fail to deliver the funds or paperwork on time, we reserve the right to cancel the matched trade. We would then seek to re-match the affected buyer or seller at the same price with the next person in the queue.

Holding on to your funds and assets

All share certificates, and signed stock transfer forms held by us will be held securely in our office.

We will not request funds from a buyer until we have received the share certificates and signed stock transfer forms from the seller.

Execution of part of an order

It is possible that a matched trade only completes part of an order.

In the case of partial completion of an order to sell, we may, with your permission, ask to hold your share or bond certificate whilst we continue to match the remaining parts of your order.

This is to reduce the amount of administration for you and Ultima NewCo as we match your order with a series of smaller orders. We will only hold a seller’s certificate if there is good prospect of a further match.

You will not pay higher charges as a result of your holding being sold or acquired in parts, as long as you do not withdraw your order part of the way through the process.

 

 

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