SAILPORT PLC

SHARE OWNERSHIP

Mayflower Marina is rather unique in that it is owned by a number of shareholders of whom the vast majority are berth holders. The benefits of being a shareholder are outlined below. In today’s market with a shortage of marina berths and escalating marina fees a fact of life, shareholding represents an opportunity to reduce the cost of marina use and to have a say in how your marina is run.

FACTS ABOUT SHARES

There is no open market for shares in Sailport Plc, hence the current market value is one determined by negotiation between a willing buyer and a willing seller. On written request we will inform you of the maximum consideration as advised to us that has been paid for one share during the preceding twelve months. That consideration however provides little guidance to the value of a share in Sailport Plc and you must seek independent legal and financial advice before making an offer to buy or sell a share in the Company. Since the Company was formed in 1980 the shareholders who berth at the Marina have enjoyed an allowance, offset against berthing fees payable, which has been fixed annually by the Directors after taking account of the Company's overall financial and trading position. The Tax and VAT implications of such an allowance is as follows:

TAX

HMRC (HM Revenue and Customs), having made a detailed review of the situation, take the approach that if there is a net ‘cost’ to the company of providing reduced berthing rates to shareholders then there may be a tax liability under the current tax legislation. We have therefore agreed a formula with them such that a tax liability can be avoided when calculating the share allowance. That calculation is, however, dependent upon many variables, some of which inevitably have to be a prediction (since the shareholder allowance has to be set in advance and on best available information rather than established fact) but to date no tax liability has arisen.

VAT

As long as there is no change in the VAT legislation or the approach adopted by HMRC, formerly HM Customs and Excise, shareholders who berth at the Marina will also benefit from reduced VAT, resulting from the deduction of the share allowance from the normal berthing fees payable. As long as there is a net charge for berthing, the Directors are advised that the VAT is payable on the net sum chargeable. The VAT saving thus also increases the return from the investment.

Subject to the Memorandum and Articles of Association of Sailport Plc, Shareholders will be afforded the following special privileges:

1. An entitlement to enter into a berthing agreement annually by the Company. The Company must receive written notification of a shareholder’s berthing requirements by 20th December each year.

2. An entitlement to a reduction of their berthing fees (limited to the berthing fees payable), as determined by the Directors from time to time. For the season commencing 1st April 2008 the annual allowance per share is £435 ex VAT.

3. An entitlement to beneficial rates for the use of the boat hoist owned by the Company, as determined by the Directors from time to time.

BUYING OR SELLING SHARES

Details of those wishing to buy or sell shares can be obtained from the Registrars of Sailport Plc by contacting:

Bishop Fleming Chartered Accountants
Cobourg House, Mayflower Street, Plymouth PL1 1LG
Tel: (01752) 262611 / Fax: (01752) 667882.

COMPANY REGISTRATION DETAILS

Registered in England No: 1422153

Registered office: Coburg House, Mayflower Street, Plymouth PL1 1LG