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A Letter of Intent to Sell Shares is a crucial preliminary document used in New Zealand business transactions when parties wish to formalize their initial understanding regarding a potential share sale. This document type is typically employed before entering into a formal share purchase agreement, allowing parties to outline key commercial terms while maintaining flexibility for negotiation. It serves multiple purposes: demonstrating serious intent, providing a framework for due diligence, and establishing certain binding obligations (such as confidentiality) while keeping most commercial terms non-binding. The document must comply with New Zealand's legal framework, particularly the Companies Act 1993 and Financial Markets Conduct Act 2013, and is especially useful in complex transactions where parties need to establish clear parameters before committing significant resources to due diligence and detailed negotiations.

1. Sender and Recipient Details: Full legal names and addresses of both parties at the top of the letter

2. Date: Current date of the letter

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

4. Introduction: Opening paragraph identifying the parties and the company whose shares are being discussed

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

6. Key Terms: Essential commercial terms including proposed purchase price, payment terms, and basic conditions

7. Due Diligence: Outline of the proposed due diligence process and timeline

8. Timeline: Proposed schedule for negotiation, due diligence, and completion

9. Binding Provisions: Specification of which provisions are intended to be binding (typically confidentiality, exclusivity if applicable, and governing law)

10. Next Steps: Clear outline of the immediate next steps to progress the transaction

11. Closing: Signature blocks and formal letter closing