A Letter Of Intent To Sell Shares is a crucial preliminary document used in Nigerian corporate transactions when a shareholder or group of shareholders intends to sell their shareholding in a company. This document is typically used before entering into a formal Share Purchase Agreement and serves to document the parties' serious intention to proceed with the transaction while key terms are being negotiated. The document is governed by Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, and may also need to comply with additional regulations such as the Investment and Securities Act if public company shares are involved, or the Nigerian Investment Promotion Commission Act if foreign investors are participating. While mostly non-binding, it sets out essential terms such as the proposed share price, payment structure, exclusivity periods, and confidentiality obligations, providing a clear framework for the parties to proceed with due diligence and detailed negotiations.

1. Letter Header and Date: Complete letterhead with date and reference number if applicable

2. Addressee Details: Full name and address of the recipient/potential buyer

3. Subject Line: Clear indication that this is a Letter of Intent regarding share sale

4. Opening Statement: Introduction of the parties and clear statement of intent to sell shares

5. Transaction Overview: Brief description of the proposed transaction including number of shares, company details, and preliminary price

6. Key Terms: Essential terms including proposed purchase price, payment terms, and timeline

7. Due Diligence: Statement regarding access to information and due diligence process

8. Confidentiality: Statement regarding confidentiality of discussions and information

9. Non-Binding Nature: Clear statement that the letter is non-binding except for specific terms like confidentiality

10. Timeline: Proposed timeline for negotiation, due diligence, and closing

11. Closing: Signature blocks and formal closing of the letter