Irrevocable undertaking—director—takeover offer
Irrevocable undertaking—director—takeover offer

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Irrevocable undertaking—director—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])

[I OR 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 [Offeree].

In this letter, the Offer means the proposed offer by [Offeror] to acquire Shares as described above and includes any new, revised, improved or increased offer by [Offeror] (or by one of its subsidiaries). Certain other terms used in this letter are defined in paragraph 10.5.

In consideration (subject to paragraph 8.2) of [Offeror] agreeing to make the Offer, [I OR we] undertake, confirm, represent, warrant and agree to and with [Offeror] on the terms set out in

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