[insert company's name] ([Company]) [insert address of company] and [insert address of sponsor/nominated adviser] (the [ Sponsor OR Nomad ]) [insert date] Dear [insert name] [insert name of the company] (the Company) Open Offer of [up to] [insert number] ordinary shares of [insert nominal value] pence each in the capital of the Company at [insert price] pence per ordinary share [or insert other description of transaction] [I OR We] understand that the Company intends to make an open offer of [up to] [insert number] new ordinary shares of [insert nominal value] pence each at an offer price of [insert price] pence per share (the New Ordinary Shares) to its shareholders (the Open Offer) and for the New Ordinary Shares to be [admitted to listing on the Official List of the FCA and admitted to trading on the main market for listed securities of the London Stock Exchange plc (the LSE) OR admitted to trading on AIM] (Admission). [I OR We] further understand that the Open Offer will be made substantially on the terms and subject to the conditions set out in a prospectus (Prospectus)

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

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 [Offeree]. In this letter, the Offer means the proposed offer by [Offeror] to acquire Shares as described above and includes any new, revised,

[insert company's name] ([Company]) [insert address of company] and [insert address of sponsor or nominated adviser] (the [ Sponsor OR Nomad ]) [insert address of sponsor/nomad] [insert date] Dear [insert name] Open Offer of [up to] [insert number] ordinary shares of [insert nominal value] pence each in the capital of the Company at [insert price] pence per ordinary share [ or insert other description of transaction] [I OR We] understand that the Company intends to make an open offer of [up to] [insert number] new ordinary shares of [insert nominal value] each at an offer price of [insert offer price] pence per share (the New Ordinary Shares)to its shareholders (the Open Offer)and to apply to the London Stock Exchange plc (the LSE) for the New Ordinary Shares to be admitted to trading on [the LSE's main market for listed securities OR AIM] (Admission). [I OR We] refer to the resolutions (the Resolutions) to be proposed at a general meeting of the Company to be held on or about [insert date] (the General Meeting), in connection with the Open Offer and Admission, substantially in the form of

The forfeiture of a right, usually in leasehold property, through negligence or contravention; it may be legal (implied by law) or conventional (arising from contract). Enforcement requires a court decree

The provision in an agreement rendering it void or more usually voidable if some condition is contravened

Background This Practice Note considers the law of irritancy in the context of commercial leases in Scotland. In particular, it considers the differences between legal and conventional irritancies, irritancy procedure, defences and the effect of irritancy on sub-leases and charge-holders. It does not cover: • human rights challenges to irritancy • the interaction of irritancy with the corporate insolvency regime • irritancy in the context of residential property, see Practice Note: Residential tenancies in Scotland—bringing to an end • irritancy in the context of agricultural property, see Practice Note: Irritancy of agricultural tenancies in Scotland Irritancy is a remedy available to a landlord allowing it to terminate a lease following a breach by the tenant. It is the equivalent of the English remedy of forfeiture. An irritancy may be imposed by law or be conventional. Legal irritancy An irritancy imposed by law is called a legal irritancy. The only legal irritancy recognised by common law in Scotland is for non-payment of two successive years' rent. In this situation,

This Practice Note sets out the grounds and availability of irritancy in 1991 Act Tenancies (governed by the Agricultural Holdings (Scotland) Act 1991 (AH(S)A 1991)) and 2003 Act Tenancies (governed by the Agricultural Holdings (Scotland) Act 2003 (AH(S)A 2003)), being: • short limited duration tenancies (‘SLDTs’) • limited duration tenancies (‘LDTs’), and • modern limited duration tenancies (‘MLDTs’) Legal and conventional irritancy in 1991 Act Tenancies A 1991 Act Tenancy can be terminated prematurely on the ground of legal irritancy or conventional irritancy. ‘Legal’ or statutory irritancy AH(S)A 1991, s 20 provides for legal (or statutory) irritancy in 1991 Act Tenancies. This allows for an action of removing the tenant at the next term of Whitsunday or Martinmas (28 May or 28 November) following the raising of the action in the Land Court where six months’ rent of an agricultural holding is due and unpaid. The Land Court will grant decree against the tenant unless the tenant can pay the rent due and one year’s further rent or provide sufficient security,

To enforce an irritancy

A claim for misrepresentation arises where one party to a contract (the representor) made an untrue statement that induced the other (the representee) to enter into the contract. The key elements of an actionable misrepresentation are: • the statement relied on by the representee was a statement made to him by or on behalf of the representor • the statement was intended by the representor to induce the representee to enter into the contract • the statement actually induced the representee to enter into the contract • the statement had the character of a representation • the representation was false • where damages are claimed, the misrepresentation caused the representee to suffer loss For more details, see Practice Note: Misrepresentation—what it is and similar claims. Defences that the representor will typically raise are: • the statement was not intended to be relied on • the representee would have entered the contract in any event • the

The change to the economic and commercial environments within both the UK and the EU as a result of Brexit may impact on the underlying commercial deal to such an extent that one or both parties would seek to terminate existing contractual commitments. If, as part of its audit, a business discovers a contract that it would seek to terminate, or in the event that it is contacted by another party seeking to terminate an agreement on the grounds of circumstances arising in connection with Brexit, the specific terms of the agreement should be checked in the first instance. Although it is unlikely that any specific drafting would have been included

Building Regulations 2010, SI 2010/2214, set out requirements for the construction of chimneys and flues and are supported by Approved Document J (2002), which provides guidance on meeting the requirements. Flues are 'controlled services' as defined in regulation 2 of the Building Regulations and are, therefore, subject to requirements in Part J of Schedule 1. If renovation, refurbishment