Irrevocable undertaking—shareholder—scheme of arrangement

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

  • 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 Part 26 of the Companies Act 2006 (the Act).

In this letter, the Scheme means the proposed scheme of arrangement of [Offeree] to implement the Acquisition as described above and includes any new, revised, improved or increased scheme for the acquisition of [Offeree] by [Offeror] (or by one of its subsidiaries). Certain other terms used in this letter are defined in paragraph 9.5.

In consideration (subject to paragraph 8.4) of [Offeror] agreeing to make the Acquisition, we undertake, confirm,

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