Share Ownership in our Art Collection
Introduction
We have made an initial investment in an art collection (the “Art Collection”) that will be on display in The Good Times House (the “Club”), through a company which has been established specifically for the purpose of investing in the Art Collection, GTC Private Collection Limited (the “Company”).
Initial Member Shares
As an additional benefit to the first 250 subscribing members (see below for Committee Member participation), upon joining the Club they will receive 1 non-voting ordinary share in the Company (the “Member Shares”). In the event of joint membership, the shares will be awarded to the primary member.
The Club owns 250 shares in the Company, and the first 250 new members will own, in total, 250 shares in the Company.
Therefore, initially, when the first 250 members join the Club, their combined economic interest in the Art Collection will represent 50% of the overall value of the Art Collection (the remaining 50% of value being held by the Club).
Additional Member Shares
The Company also has the right to issue new classes of non-voting Member Shares to new members. (beyond the initial 250 members). In addition, where the Company wishes to invest further in the Art Collection, but has insufficient funds to grow the Art Collection, the Company may offer for sale additional Member Shares to the members at its discretion. The issue of new Member Shares may result in the dilution of existing members’ initial percentage shareholding (and therefore economic interest) in the Company.
Transfer of Member Shares
A member may sell their Member Shares to another existing member at any time on terms that may be agreed between the buying and selling members. Any stamp duty payable, and other potential tax liabilities, on the sale of the share is the responsibility of the buyer and seller (as may be agreed between them). The Club and the Company shall have no liability in relation to tax incurred on the transfer of any Member Shares. Members should seek their own tax advice accordingly.
Member Shares cannot be transferred to a anyone who is not a member of the Club. Any sale to a non-member will be deemed null and void and could result in membership being withdrawn.
Termination of Membership
If a member ceases to be a member of the Club for any reason, at any time, their Member Shares will automatically lapse and be cancelled. However, if a member dies, any person who becomes entitled to their Member Shares in accordance with the deceased member’s will, or otherwise, shall be entitled to either apply for membership of the Club, or offer the Members’ Shares for sale to the other members.
Committee Member Participation
Committee members will receive complementary membership to the club unless revoked for any reason by the board, subject to a 2 year review. The maximum number of committee members will be 50 people.
The share award will be subject to the committee member introducing at least 5 paid members within 3 months of board notification of their committee member appointment.
The receipt of the shares usually carries personal tax consequences. All Committee members are advised to obtain professional advice before making their election in accordance with the above. The company does not provide investment advice and all guidance provided is for general information purposes only.
The company shall have no liability under any circumstances to a committee member because of any tax liabilities or financial losses suffered by any member as a result of participation in the scheme.
If the maximum 50 committee members accept or participate in this scheme, then just the first 200 paying founder members will receive the additional benefit of share ownership in the art collection.
Disclaimer
The receipt of Member Shares may result in tax consequences. All Members are advised to obtain professional advice in relation to their Member Shares. Neither the Company nor the Club provides investment advice or personal tax advice and all guidance provided is for general information purposes only. Neither the Company nor the Club shall have any liability under any circumstances to a Member because of any tax liabilities incurred as a result of participation in the Members’ Shares scheme.