Selling your shareholding

Share Value

A right of first refusal in itself does not present any great problem to a 'want out' shareholder, but the catch often comes in the price to be paid. In a typical right of pre-emption, the price to be paid by those exercising their right of first refusal is expressed to be a 'fair value' (to be independently determined in the absence of any agreement, often by the company auditors).

Unless the shareholding to be sold represents a majority shareholding in the company, a 'fair value' will normally include what could be a very substantial discount on what the owner will normally regard as the 'real' value.

This is known as a 'minority discount' and it seeks to reflect the fact that the shareholding is not a majority shareholding and does not therefore in itself carry the ability to control the Company.

This can lead to seemingly harsh results and substantial under valuations against what many would regard as the 'true' value of the shareholding.

For example, if a 49% shareholder in a 10 million pound company sells his entire shareholding to the 51% majority shareholder (for who else would want to buy?) a crude example of the likely 'fair value' might be:-

Company value - £10 million

49% of £10 million = £4.9 million

Minority discount, say 75%

= Valuation @ £1.225 million

Whilst the 'true' value to the 51% shareholder might well be seen as something in the order of £4.9 million (or more), he might well only have to pay £1.225 million by reason of the calculation of a 'fair value'.