Workhorse EIS – shareholders' resolution

Private and confidential: Workhorse EIS – shareholders’ resolution

Below is a communication from Alastair Badman, CEO of Bespoke Business Software Ltd, trading as Workhorse ("the Company") to shareholders, including Wealth Club Nominees Limited, the nominee service through which Wealth Club members have invested. 

Shareholders are being asked to consent to issuing 9,509 EMI options over a newly created class of ‘B’ ordinary shares and the related amendments required to the Articles of Association. This is recommended by Workhorse's Board.

Wealth Club Nominees Ltd will respond on behalf of all Wealth Club investors. Consequently, Wealth Club investors are asked how they would like to vote, to inform the nominee's decision. The nominee will vote in line with the majority of the responses received from the underlying shareholders (see Wealth Club terms). 

To enable the nominee to respond by the deadline, please reply by 1 April.

Important: Wealth Club is facilitating the collection of underlying investor votes, however the actual decision will be submitted by Wealth Club Nominees Ltd. The information and documents have simply been reproduced by by Wealth Club.

From Alastair Badman, CEO of Workhorse, March 2022

Dear Shareholders, 

You may recall the Shareholders’ Agreement dated 28 March 2018 (as amended and restated by a Deed of Adherence, Amendment and Restatement dated 11 September 2019) had approved the issue of up to 9,509 ordinary shares for the purposes of an employee share scheme.

The exercise price agreed with HMRC of £10.45 represents a c.50% discount on the valuation of the shares in the previous funding round. A discount of upwards of 50% is common for the purposes of an HMRC approved option scheme. The discount reflects a minority holding in an illiquid security.

The board of Workhorse has resolved on 11 March 2022, subject to agreement by shareholders, to:

  1. The creation of a new class of ‘B’ ordinary shares to be used for options (which will not be voting shares until converted with board approval or on an exit);
  2. The adoption of the scheme rules governing (i) the proposed EMI-qualifying options for employees and (ii) some non-EMI qualifying options for certain non-UK resident employees and directors
  3. The adoption of new Articles of Association to facilitate the above
  4. A total of 9,509 share options be granted

I am enclosing a form of written resolution, and the attachments referred to in the resolutions.

It has taken us a little while to put these processes in place since HMRC issued approval to the option exercise price of £10.45 and we would very much like to grant the options before the current HMRC approval expires in early April 2022.

A speedy response to this would therefore be much appreciated.

Kind regards,

Alastair Badman

What to do next

If after reading the above, including the relevant documents shared by the Company, you wish to respond, please complete and submit the form below. 

Please submit your reply by 1 April 2022. Wealth Club will collate the responses and pass them to Wealth Club Nominees Ltd, which will count them and use them to form its decision. 

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