NOTE: This document does not provide legal advice – it is only intended as a discussion draft to be
updated and modified to fit the circumstances. The publishers and authors shall not be liable to any person
with respect to any loss or damages caused or alleged to be caused directly or indirectly by the information
or any mistake in this document. In particular, all statutory references should be checked and users are
reminded that changes are continually being made to the law and the document will not be up to date. [25
August 2011]
THIS AGREEMENT is made the
day of
PARTIES:
1.
 (registration number ) whose registered office is at  ("the Company"); and
2.
THE PERSONS whose names and addresses are set out in column 1 in the schedule to
this agreement ("the Vendors").
INTRODUCTION:(1)
[Subsidiary] (registration number  ) was incorporated with limited liability on  and has
its registered office at  . At today's date it has an authorised share capital of  divided
into  ordinary shares of £ each, of which  ordinary shares have been issued and are
fully paid.
(2)
The Vendors are the legal and beneficial owners of all the issued shares in  Limited as is
more particularly set out opposite their names in column 2 of the schedule to this
agreement ("the Sale Shares").
(3)
The Company was incorporated in England and Wales with limited liability on  with an
authorised share capital of  divided into  ordinary shares of  each, of which two such
shares were issued nil paid to the subscribers to the Memorandum of Association of the
Company.
(4)
The Company wishes to buy and the Vendors have agreed to sell the Sale Shares on the
terms set out below.
AGREED TERMS:
1.
Sale of shares
1.1
The Vendors shall sell as beneficial owners the Sale Shares with full title guarantee to the
Company and the Company relying on the warranties contained in clause 5 below shall
purchase the Sale Shares upon the terms and conditions set out in this agreement free
from all liens, charges, options, equities, encumbrances and other adverse rights and with
the benefit of all rights now or in the future attaching to such shares.
SHARES - PURCHASE - SHARE FOR SHARE EXCHANGE AGREEMENT
1.2
The Vendors irrevocably waive all or any pre-emption rights that they or their nominees
may have pursuant to the articles of association of  or to any other agreement relating to
the Sale Shares so as to enable the sale of the Sale Shares to the Company to proceed free
from any such pre-emption rights.
2.
The consideration
The consideration for the purchase of the Sale Shares shall be:
3.
(a)
the issue and allotment to the Vendors of  ordinary shares of  each in the capital
of the Company as set out opposite their names in column 3 of the schedule to this
agreement credited as fully paid; and
(b)
the crediting as fully paid up of the 2 ordinary shares of  each in the capital of the
Company (representing the original subscriber shares) held by  .
Completion
Completion shall take place upon execution of this agreement when the Company and the
Vendors shall comply in full with their obligations in clause 4 below.
4.
Completion obligations
4.1
At Completion the Vendors shall deliver or cause to be delivered to the Company duly
executed transfers of the Sale Shares in favour of the Company together with the share
certificates in respect of the Sale Shares.
4.2
The Vendors shall use their best endeavours to procure the passing of the board resolution
of  directing the registration of the transfers of the Sale Shares to the Company subject to
such transfers being duly stamped and presented together with the relevant certificates.
4.3
Subject to compliance with the provisions of sub-clauses 4.1 and 4.2 above, the Company
shall deliver or cause to be delivered to the Vendors share certificates for their shares in
the Company.
5.
Warranties
The Vendors hereby warrant and represent to and undertake with the Company (and
agree to indemnify the Company against any breach of any such terms) that:
(a)
the Sale Shares constitute the whole of the issued and allotted share capital of 
Limited;
SHARES - PURCHASE - SHARE FOR SHARE EXCHANGE AGREEMENT
6.
(b)
the Sale Shares are free from all liens charges and encumbrances; and
(c)
there are no agreements or arrangements in force other than this agreement which
grants to any person the right to call for the issue, allotment or transfer of any
share capital of  .
Counterparts
This Agreement may be executed in any number of counterparts and by the parties to it
on separate counterparts, each of which, when executed and delivered, shall be an
original, but all the counterparts shall together constitute one and the same instrument.
7.
Law and jurisdiction
This agreement shall be governed by and construed in accordance with English law and
each party to this agreement submits to the non-exclusive jurisdiction of the English
courts.
This agreement has been signed by the parties the date first above mentioned.
SHARES - PURCHASE - SHARE FOR SHARE EXCHANGE AGREEMENT
SCHEDULE
Name and address
Number (and percentage)
of shares held in 
Number (and percentage)
of shares held in Target plc
TOTAL


*including one original subscriber share being credited as fully paid up.
SHARES - PURCHASE - SHARE FOR SHARE EXCHANGE AGREEMENT
SIGNED by
 PLC
acting by:
)
)
)
............................
Director
............................
Director/Secretary
SIGNED by
acting by:
SIGNED by
acting by:
)
)
)
)
)
)
SHARES - PURCHASE - SHARE FOR SHARE EXCHANGE AGREEMENT