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PRECEDENTS
Private and confidential [Insert company name] (the Company) Introduction Director's Questionnaire For completion by [insert date]. This questionnaire has been prepared in connection with the proposed application for admission of the issued[ and to be issued] ordinary shares of [insert nominal amount] each in the capital of the Company (the Ordinary Shares) to trading on AIM, a market operated by the London Stock Exchange (LSE) (the Admission)[ and the placing of [insert amount] Ordinary shares (the Placing)]. This is an important document and you should answer all questions truthfully and without omissions. Please answer all questions fully and if insufficient space is provided please provide additional information on a separate sheet of paper duly signed, dated and attached to this questionnaire. If a question is answerable in the negative, please answer 'No'. Do not leave any section blank. In this questionnaire, the term 'company' includes any company or corporation wherever incorporated and 'director' includes a person in accordance with whose directions or instructions the Company's directors are or were accustomed to act. Your answers are relevant to the Company's and [insert name of nominated
PRECEDENTS
Private and confidential [Insert company name] (the Company) Introduction Director's questionnaire For completion by [insert date]. This questionnaire has been prepared in connection with the proposed application for admission of the issued[ and to be issued] ordinary shares of [insert nominal value] each in the capital of the Company (the Ordinary Shares) to listing on the Official List of the Financial Conduct Authority (the FCA) (the Official List) and to trading on the Main Market for listed securities of the London Stock Exchange plc (the LSE) (the Main Market) (the Admission). This is an important document and you should answer all questions truthfully and without omissions. Please answer all questions fully and if insufficient space is provided please provide additional information on a separate sheet of paper duly signed, dated and attached to this questionnaire. If a question is answerable in the negative, please answer 'No'. Do not leave any section blank. In this questionnaire, the term 'company' includes any company or corporation wherever incorporated and 'director' includes a person in accordance with whose directions or instructions the Company's directors are or were
PRECEDENTS
Private and confidential [Insert company name] (Company) Introduction Director's questionnaire For completion by [insert date] This questionnaire has been prepared in connection with the proposed [placing OR open offer OR rights issue] of [insert amount] ordinary shares of [insert nominal value] pence each in the capital of the Company (Ordinary Shares) and the proposed admission of the Ordinary shares to listing on the Official List of the Financial Conduct Authority and to trading on the market for listed securities operated by London Stock Exchange plc (Admission). This is an important document and you should answer all questions truthfully and without omissions. Please answer all questions fully and if insufficient space is provided please provide additional information on a separate sheet of paper duly signed, dated and attached to this questionnaire. If a question is answerable in the negative, please answer 'No'. Do not leave any section blank. In this questionnaire, the term 'company' includes any company or corporation wherever incorporated and 'director' includes a person in accordance with whose directions or instructions the Company's directors are or were accustomed to act. Your answers
PRECEDENTS
To: [insert company's name] (the Company) [insert company's address] and [insert nominated adviser's name] (the Nomad) [insert nominated adviser's address] [insert date] Dear [insert text] Proposed [placing of [insert number] ordinary shares of [insert amount] pence each in the capital of the Company (the Placing) and ] application for admission of the issued [and to be issued] ordinary shares (the Ordinary Shares) of the Company to trading on AIM, a market operated by the London Stock Exchange (the LSE) (the Admission) 1 I, [name and address of director or proposed director], a [proposed] director of the Company understand that in connection with the Admission it will be necessary for an admission document (the Admission Document) (prepared in accordance with the AIM Rules for Companies (AIM Rules) and such other documents, application forms, circulars, supplementary admission documents, advertisements, notices, resolutions or announcements relating to or in connection with Admission [and/or the Placing] as may be approved by the directors of the Company (the Directors) or a duly authorised committee of the board of Directors, to be issued or published by or on behalf of the
PRECEDENTS
To: [insert company's name] (the Company) [insert company's address] and [insert sponsor's name] (the Sponsor) [insert sponsor's address] [insert date] Dear [insert text] Proposed [placing of [insert number] ordinary shares of [insert number] pence each in the capital of the Company (the Placing) and proposed] application for the admission of the issued [and to be issued] ordinary shares of the Company to listing on the Official List of the Financial Conduct Authority (the FCA) (the Official List) and to trading on the main market for listed securities of the London Stock Exchange (the LSE) (the Main Market) (the Admission) 1 I, [insert name and address of director or proposed director], a [proposed] director of the Company understand that in connection with the Admission it will be necessary for a prospectus (the Prospectus) (prepared in accordance with the UK Listing Rules and the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) of the FCA)) and such other documents, application forms, circulars, supplementary prospectuses, advertisements, notices, resolutions or announcements relating to or in connection with Admission [and/or the Placing] as may be approved by the directors
PRECEDENTS
To: [name of offeree] (the Company) and its other directors [name of financial adviser] (the Bank) Proposed takeover offer for the Company 1 I, the undersigned, a director of the Company, understand that in connection with the offer [to be] made by the [insert name of offeror] (the Offeror) for [all] the issued [and to be issued] [ordinary] [and preference] share capital of the Company [(such offer to be implemented by means of a scheme of arrangement (Scheme) of the Company) ](the [ Offer OR Acquisition ]), 1.1 [the Offeror will or may issue or publish, or cause to be issued or published (amongst other things): 1.1.1 a document addressed to shareholders of the Company, containing information about the Offer, including full details of its terms and conditions (the Offer Document); 1.1.2 [a prospectus or equivalent document containing details of the issue of shares proposed to be made by the Offeror as consideration under the [Offer OR Acquisition OR (which may form part of the [Offer Document OR Scheme Circular]);] ] 1.2 the Company will or may issue or publish, or cause to be issued or published: 1.2.1 [a document
PRECEDENTS
To: [name of offeror] (the Company) and its other directors [name of financial adviser] (the Bank) Proposed takeover offer for [insert name of offeree] (the Offeree) 1 I, the undersigned, a director of the Company, understand that in connection with the offer [to be] made by the Company for [all] the issued [and to be issued] [ordinary] [and preference] share capital of the Offeree [(such offer to be implemented by means of a scheme of arrangement (Scheme) of the Company)] (the [ Offer OR Acquisition ]), 1.1 [the Company will or may issue or publish, or cause to be issued or published (amongst other things): 1.1.1 [a document addressed to shareholders of the Offeree, containing information about the Offer, including full details of its terms and conditions (the Offer Document);] 1.1.2 [a prospectus or equivalent document containing details of the issue of shares proposed to be made by the Company as consideration under the [Offer OR Acquisition OR (which may form part of the Offer Document);] 1.1.3 [a circular addressed to shareholders of the Company, containing information about the [Offer OR Acquisition] and a notice of general meeting at which resolutions
PRECEDENTS
To: [insert company's name] (the Company) [insert company's address] and [insert sponsor’s name] (the Sponsor) [insert sponsor’s address] [insert date] Dear [insert text] Proposed [placing OR rights issue OR open offer] (the [Placing OR Rights Issue OR Open Offer] of new ordinary shares of [insert nominal value] pence each in the capital of the Company (the Shares) and proposed application for the admission of the Shares to listing on the Official List of the Financial Conduct Authority (the FCA) and to trading on the main market for listed securities of the London Stock Exchange (Main Market) (the Admission) 1 I, [insert name and address of director or proposed director], a [proposed] director of the Company understand that, in connection with the [Placing OR Rights Issue OR open offer OR and the Admission, it will be necessary for a prospectus relating to the Company (the Prospectus) and such other documents, application forms, circulars, supplementary prospectuses, advertisements, notices, resolutions or announcements as may be approved by the directors of the Company (the Directors) or a duly authorised committee of the board of Directors, to be issued
GLOSSARY
A director’s service contract is a contract under which a director of a company undertakes personally to perform services (as director or otherwise) for the company or one of its subsidiaries. This includes contracts of service (ie employment contracts), contracts for services (eg consultancy agreements) and directors' letters of appointment.
GLOSSARY
Fund management fees to which ‘extras’ (often not explicit) are added, eg for custody, overseas transactions etc.
PRACTICE NOTES
This Practice Note considers the definition of disability for the purposes of protection from discrimination and other prohibited conduct under the Equality Act 2010 (EqA 2010) and also covers the additional statutory guidance on matters to be taken into account in determining questions relating to the definition of disability (statutory guidance) and the Equality and Human Rights Commission (EHRC) Employment Statutory Code of Practice (Code). For more information on the Code, see: EHRC Code of Practice, below. For a guide to all our materials relating to protections and liabilities arising out of acts and omissions that amount to disability discrimination or other forms of prohibited conduct that are connected to disability, which signposts fully-detailed materials found in other Practice Notes that deal with each aspect of the subject matter in full depth, see Practice Note: Disability discrimination. Protected characteristics EqA 2010 provides protection against discrimination which relates to certain listed characteristics which people may possess. Some protections relate specifically to only one of those characteristics. Others provide the same protection in relation to all the characteristics, which are collectively referred
GLOSSARY
The term used for a person who has a disability in accordance with section 6(1) of the Equality Act 2010.