Topping right definition

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Stakebuilding, irrevocable commitments and letters of intent

Stakebuilding, irrevocable commitments and letters of intent Stakebuilding This Practice Note is part of the Corporate toolkit for public company takeovers. For a more detailed Practice Note on the issues involved in stakebuilding on a takeover, see Practice Note: Dealings in shares—prior to and during an offer. For further information on irrevocable undertakings and letters of intent, see Practice Note: Irrevocable commitments and letters of intent. An offeror may seek to acquire an initial stake in the offeree before the announcement of an offer in order to increase the chances of securing ultimate control of the offeree and deter a competing bid. However, these perceived advantages will need to be weighed against the risk that stakebuilding may cause rumour or speculation in the market and/or an upward movement in the offeree's share price, which may trigger an announcement obligation. In addition, acquiring securities in the offeree may have the following consequences: • acquisitions may establish a minimum offer price or lead to a requirement to offer a specific...

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Irrevocable undertaking—shareholder—scheme of arrangement

Irrevocable undertaking—shareholder—scheme of arrangement The Directors [insert offeror's name] ([Offeror]) [insert address] [and] [The Directors] [[insert name of financial adviser] (the Adviser) [insert address]] [insert date] Dear Directors Proposed acquisition of [name of offeree] ([Offeree]) We understand that [Offeror] proposes to acquire (the Acquisition) [all] the issued [and to be issued] [ordinary] shares of [insert nominal value] each in [Offeree] (the Shares) for the consideration, and otherwise substantially on the terms and subject to the conditions, set out in the draft press announcement attached to this letter (the Announcement), subject to such amendments or additions to such terms and conditions as may be required by the City Code on Takeovers and Mergers (the Code), the Panel on Takeovers and Mergers (the Panel), the High Court of Justice in England and Wales (the Court) or any applicable law or regulation. We also understand that the Acquisition is expected to be implemented by way of a scheme of arrangement under...

Irrevocable undertaking—shareholder—takeover offer

Irrevocable undertaking—shareholder—takeover offer The Directors [insert offeror's name] ([Offeror]) [insert address] [and] [The Directors] [[insert name of financial adviser] (the Adviser) [insert address]] [insert date] Dear Directors Proposed offer for [name of offeree] ([Offeree]) We understand that [Offeror] proposes to make an offer for [all] the issued [and to be issued ordinary] shares of [insert nominal value] each in [Offeree] (the Shares) [other than those already owned by [Offeror]] for the consideration, and otherwise substantially on the terms and subject to the conditions, set out in the draft press announcement attached to this letter (the Announcement), subject to such amendments or additions to such terms and conditions as may be required by the City Code on Takeovers and Mergers (the Code), the Panel on Takeovers and Mergers (the Panel) or any applicable law or regulation. The full terms of the Offer will be set out in a formal offer document (the Offer Document) addressed to the shareholders of...