What constitutes a 'Transfer Notice' for the sale of shares in the Franchisee for Bevaris Alliance?
Bevaris_Alliance Franchise · 2024 FDDAnswer from 2024 FDD Document
16.2 Share transfer notice. If the Individual wishes to transfer its shares in the Franchisee (Sale Shares) to a third party and has received an offer from a bona fide third-party purchaser for the Sale Shares, the Individual must first give a Transfer Notice to the Franchisor (giving details of the proposed transfer including):
(a) the name of the proposed purchaser; and
(b) the price (in cash) that the proposed purchaser has offered to pay for the Sale Shares (Proposed Sale Price).
16.3 Purchase notice. Within 20 Business Days of receipt (or deemed receipt) of a Transfer Notice, the Franchisor shall be entitled (but not obliged) to give notice in writing to the Individual that it wishes to purchase the Sale Shares at the Proposed Sale Price (Purchase Notice), in which case the Franchisor is bound to buy and the Individual is bound to sell all of the Sale Shares at the Proposed Sale Price, with such sale to complete within 20 Business Days of receipt (or deemed receipt) of the Purchase Notice.
16.4 Transfer where no Purchase Notice given.
If, at the expiration of the initial period specified in clause 16.3, the Franchisor has not given a Purchase Notice, the Franchisee may transfer the Sale Shares to the proposed purchaser identified in the Transfer Notice at a price not less than the Proposed Sale Price provided that it does so within 60 days of the expiration of the initial 20 Business Day period specified in clause 16.3 and the criteria set out in clause 16.11 are satisfied.
- 16.5 Entire share transfer for cash only. The Individual shall not be permitted to transfer some only of its shares.
Any transfer must be of the entire issued share capital of the Franchisee in accordance with this clause 16 and shall be for cash consideration only.
Source: Item 23 — RECEIPT (FDD pages 22–88)
What This Means (2024 FDD)
According to the 2024 Bevaris Alliance Franchise Disclosure Document, a 'Transfer Notice' is a formal notification required when an individual franchisee wishes to transfer their shares in the Bevaris Alliance franchise to a third party. This notice must be provided to the Franchisor before the transfer can proceed.
The Transfer Notice must include specific details of the proposed transfer, such as the name of the potential purchaser and the price, in cash, that the purchaser has offered for the shares, referred to as the 'Proposed Sale Price'. This allows Bevaris Alliance the opportunity to assess the proposed transfer and exercise its right of first refusal.
Bevaris Alliance has the option, within 20 business days of receiving the Transfer Notice, to issue a 'Purchase Notice,' indicating its intent to buy the shares at the Proposed Sale Price. If Bevaris Alliance does not issue a Purchase Notice within this timeframe, the franchisee may proceed with the transfer to the proposed purchaser, provided the sale occurs within 60 days of the initial 20-day period and other specified criteria are met. The transfer must be for the entire share capital of the Franchisee and for cash consideration only.