EXIT AND LIQUIDITY
No guaranteed exit.
How an investor might eventually sell, what each mechanism means, and what has not yet been agreed.
Draft for legal review. This page describes the position at the date shown and is not final. It will be confirmed by the company’s legal advisers before any live offering.
What to expect
Liquidity is not assured. There is no guaranteed return, buyback, listing or IPO date. Shares in an unlisted private company can be difficult to sell, and any sale is subject to the lock-in and transfer terms still to be agreed.
The mechanisms
| Mechanism | What it means | Status |
|---|---|---|
| Lock-in | A period during which investors cannot sell or transfer their shares. The length and any exceptions are set in the shareholders’ agreement. | To be finalised |
| Transfer restrictions and pre-emption | Rules on who shares can be sold to, including a right for the company or existing shareholders to buy first. | To be finalised |
| Tag-along | A right for investors to join a sale by major shareholders, on the same terms. | To be finalised |
| Drag-along | A right for majority holders to require others to sell in a sale of the company, on stated terms. | To be finalised |
| Buyback by the company | The company purchasing its own shares. Company law limits how much can be bought back and from which funds, so it cannot be assumed. It is not promised. | Not promised |
| Sale to another buyer | A private sale of shares, subject to the lock-in and transfer restrictions. | To be finalised |
| Stock-exchange listing (IPO) | A future listing is a management aspiration only. It depends on eligibility conditions, regulatory processes and market conditions, and no date is promised. | Not promised |
Where the terms will be set
Lock-in, transfer, tag-along, drag-along and exit provisions will be set out in the shareholders’ agreement, which is in preparation. Until it is signed, none of them applies. Read this page with the risk factors and company and structure.