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STANDARD
MEMORANDUM OF AGREEMENT
………………………… (Pty) Ltd t/a Legacy
Coin Corporation. …………Coinshare
(........../............../.....)
MEMORANDUM OF AGREEMENT
entered into by and between
………………… (Pty) Ltd t/a Legacy Coin Corporation …………. Coinshare
(................./.............../.....)
herein duly represented by Gerhard Christaan Jacobus Naudè in his capacity as Chief
Operational Manager of the management company Legacy Coin Corporation , he being duly
authorised hereto
(Hereinafter referred to as the “First Party”)
and
..........................................................................
ID: .......................................…………...
(Hereinafter referred to as the “Second party”)
Whereas
The First Party has purchased a set of rare antique coins with an appraised value in excess of
R..................... Such coins described as follows: .........................................
........................................................................................................................................
........................................................................................................................................ The
First Party has facilitated the issuing of 49 shares in ………………… (Pty) Ltd t/a Legacy
Coin Corporation …………. Coinshare (................./.............../.....) all of which currently vest
with the First Party.
The First Party wishes to sell shares to the public to recover the capital outlay of the purchase
of the antique coins described above and to allow like-minded individuals to benefit from the
growth in value of said coins. These shares will be sold as ordinary par value shares in the
company for R1.00 with a premium coupled to the share of R...................... per share. Ten
percent of the share price will be used to operate the company, pay the introductory fees, and
marketing expenses.
The Second Party wishes to participate in this private business venture and become a
shareholder in ………………… (Pty) Ltd t/a Legacy Coin Corporation ………….
Coinshare.
The First Party is desirous of accepting the offer subject to the terms and conditions contained
hereunder:
Now therefore the Parties hereto agree as follows:
1. CONSIDERATION
The Second Party agrees to pay the First Party the sum of R.................
( ............... rands) upon signature of this agreement. This amount represents the value of one
ordinary share in the company with an individual par value of R1 (one rand) and share
premium
2 INTERPRETATION
2.1.1 The clause headings of this agreement are for reference purposes only and are
not to be used in the interpretation thereof.
2.1.2 Unless the context clearly indicates a contrary intention expressions which
denote -
2.1.2.1 either gender shall include the other;
2.1.2.2 a natural person shall include an artificial person and vice versa;
2.1.2.3 the singular shall include the plural and vice versa;
2.2.3 The words and phrases herein below defined shall, unless the context
indicates otherwise, have the meanings assigned to them and cognate
expressions shall bear corresponding meanings -
2.2.1 "the seller" means the First Party;
2.2.2 "the capital sum" means an amount of R......................
2.2.3 "the purchaser" means the Second Party;
2.2.4 "notice" means written notice;
2.2.5 "the effective date" means the date of the deposit as per 1 above
commencing with signature of this agreement.
2.5 WARRANTIES AND UNDERTAKINGS
2.5.1 The seller warrants and undertakes to the purchaser that -
2.5.1.1 the conclusion and execution of this agreement will not contravene
any law or contract to which the seller is a party;
2.6 2.6 GUARANTEES
The First Party confirms that the coins described in 1(i) above are held in a safe
deposit box to be controlled by the four Directors of ………………… (Pty) Ltd
t/a Legacy Coin Corporation …………. Coinshare, three Directors to be elected from
shareholders and the fourth to be the Chief Operations Officer of Legacy Coin
Corporation.
2.7 2.7 ADMINISTRATION COSTS
The Purchaser shall pay all administration costs incurred in respect of the registration
of the transfer of the shares and the operation the company, introductory fees, and
marketing expenses/ commission , which amounts shall be fixed at a maximum of
10% of the share price, such amounts to be paid by the purchaser in advance as per 1
above.
2.8 2.8 ACCEPTANCE
This Memorandum of Agreement will become a final and binding deed of sale
upon acceptance hereof by the Purchaser and shall be effected by the Purchaser
and the Seller signing one copy of this agreement.
2.9 2.9 JURISDICTION
This agreement and any documents that may be signed by the seller for the purpose of
giving security to the purchaser shall be governed in accordance with the laws of the
Republic of South Africa. Any proceedings that the purchaser may take against the
seller in terms hereof may, at the election of the purchaser, be taken either in the
Supreme Court of South Africa or in the Magistrate's Court having jurisdiction, over
the person of the seller, notwithstanding the actual amount in dispute. By his signature
hereto, the seller consents to proceedings being taken in the Magistrate's Court in
accordance with the provisions of this clause.
2.10 2.10 BREACH
2.9.1 2.9.1 In the event of either party committing any breach of this contract the
aggrieved party shall be entitled to give the defaulting party written notice of
such breach, which notice is either to be handed to the defaulting party or sent
to him by prepaid registered post, describing the defaulter’s breach of contract,
demanding that such breach is rectified within not less than 7 (SEVEN) days
from the date on which such notice was handed to the defaulter and in the event
of him failing to comply with such demand within the said 7 (SEVEN) days, the
aggrieved party shall be entitled, without prejudice to any other rights to which
he may, in law, be entitled:-
2.9.1.1 To cancel the sale by registered letter addressed to the
Purchaser, without prejudice to the Seller’s other legal
rights and remedies and the right to claim damages; or
2.9.1.2 To claim immediate payment of the whole purchase price
and the fulfilment of all the terms and conditions hereof.
2.9.2 Notices sent by registered letter shall be deemed to have been received by the
addressee on the 7th working day after it has been posted.
3. VARIATION
This Memorandum of Agreement constitutes the entire agreement between the parties and no
modification, variation or alteration thereto shall be valid unless in writing and signed by both
parties hereto.
3. 4. WAIVER
Notwithstanding any express or implied provisions of this Memorandum of Agreement to the
contrary, any latitude or extension of time which may be allowed by the Seller in respect of
any matter or thing that the Purchaser is bound to perform or observe in terms hereof, shall
not under any circumstances be deemed to be waiver of the Seller’s rights at any time, and
without notice, to required strict and punctual compliance with each and every provision or
term thereof.
4. 5. DOMICILIA CITANDI ET EXECUTANDI
It is agreed by the parties that they select their respective addresses hereinbefore set out as
their respective domicilia citandi et executandi which shall be the address to which all notices
or other documents in relation to this agreement may be sent and at which all processes may
be served.
5. 6. WARRANTY OF AUTHORITY
The signatories of this Offer to Purchase hereby expressly warrant their authority to act for
and on behalf of the respective parties hereto.
SIGNED by the FIRST PARTY at _____________________________________
on this __________ day of __________________________________ 2008
AS WITNESSES:
______
____________________________
__________________________________
_________________________________
FIRST PARTY (SELLER)
SIGNED by the SECOND PARTY at __________________________________
on this _________day of ____________________________ 2008
AS WITNESSES:
______
____________________________
__________________________________
_________________________________
SECOND PARTY (PURCHASER)
LCC - Coin Share Agreement Disclosures
Disclosure notice: ………………… (Pty) Ltd t/a Legacy Coin Corporation ………….Coinshare
Notice ito section 12 (6) Consumer affairs act 71/1988
We wish to draw your attention to the following:
1 (i) The share capital will be utilized to carry the costs of establishing and running the company and
purchasing a specified set of ZAR coins to form the asset base of the company from Legacy
Coin Corporation (Pty) Ltd or another entity designated as follows:
……………………………………………………………………………………...
Such ZAR coins are described as follows: ……………………………………….
……………………………………………………………………………………..
……………………………………………………………………………………..
……………………………………………………………………………………..
……………………………………………………………………………………..
……………………………………………………………………………………..
1.(ii) The founding director of ………………………… (Pty) Ltd t/a Legacy Coin Corporation
………….Coinshare is Elizabeth Maria Naudè (680914 0018 084)
1.(iii) 3 additional directors will be elected from the shareholders
1.(iv) Only the 49 issued shares of the company will be allocated. No additional shares will be
issued
1 (v) There is substantial risk in that the investor may not be able to sell his shares should he wish to do so in
future
1 (vi) It is not the function of the management company to find a buyer should the investor wish to sell his
shares and that it is the investors responsibility to find his own buyer.
1.(vii) Please note in the case of 1(vi) and (vii) that the management company Legacy Coin Corporation will
facilitate any attempt you make to sell your shares as the Legacy Coin Corporation have access to a
large group of investment brokers who will attempt to re-sell the shares to their clients upon
instructions.
2: Shareholder Protection
2.( i) All funds received for the initial purchase of shares shall be paid into the company account
and such monies to be utilized for the payment of commissions (5%), management fee (5%)
and the balance to purchase of the coins described in 1 (i) above.
2.( ii) Such coins will be placed in a designated bank safety deposit vault and become the sole
property of the shareholders of ………………………… (Pty) Ltd t/a Legacy Coin
Corporation ………….Coinshare upon inception of the syndication.
2.(iii) The founding director of ………………………… (Pty) Ltd t/a Legacy Coin Corporation
………….Coinshare is Elizabeth Maria Naudè (680914 0018 084)
2.(iv) 3 additional directors will be elected from the shareholders
2.(v) All shares will vest with the founding director prior to the sale of shares to new shareholders
2.(vi) Only the 49 issued shares of the company will be allocated. No additional shares will be
issued.
3. Management
3.( i) ………………………… (Pty) Ltd t/a Legacy Coin Corporation …………. Coinshare has a
service level agreement in place with Legacy Coin Corporation to provide a management
service for the duration of the syndication.
3.( ii) The Chief Operational Manager of Legacy Coin Corporation is Gerhard Christiaan Jacobus
Naudè
3.(iii) The company will be managed by the Chief Operational Manger G C J Naudè of Legacy Coin
Corporation in association with the directors of ………………………… (Pty) Ltd t/a Legacy
Coin Corporation …………. Coinshare.
4. Marketing and promotion
4.( i) A maximum of 10% of the share and loan capital of the company will be allocated to
introductory fees, management costs, commissions and marketing expenses of all shares
purchased.
4.( ii) A maximum of 5% of the resale value achieved for the sale of a share will be allocated to
handling fees and commissions.
5. Company description and structure
5.( i) The Company is a Proprietary limited company with an authorized share capital of 1000
shares of which 49 have been issued. These 49 will be sold to individual shareholders and no
further share issue will take place.
5.(ii) There is one founding director and a maximum of 5 directors will hold office; the other four to
be nominated from the shareholders.
5.( iii) The memorandum and articles of association are available
5.( iv) A memorandum of agreement has been drafted to which this disclosure notice forms an
annexure.
5.( v) The share capital will be utilized to carry the costs of establishing and running the company
and purchasing a specified set of ZAR coins to form the asset base of the company from
Legacy Coin Corporation (Pty) Ltd or another entity designated as follows:
5.( vi) In the public offer, Coinshare members will determine a profit due to the rise in the value of
their coins and will be given the chance to realize this profit by selling their shares to willing
buyers. This can be facilitated by Legacy Coin Corporation as per 1(vii) above.
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