Irrevocable undertaking meaning

Courts have concluded that case law on schemes is equally relevant to restructuring plans on certain matters (see Re PizzaExpress (convening) and Re Virgin Atlantic), including lock-up arrangements and consent fees, albeit different considerations may arise where cross-class cramdown (CCCD) is invoked. For a fuller review of key metrics from RPs filed in 2024—such as the quantum of any consent fee—and commentary from leading figures in the restructuring sphere, see News Analysis: Market Insights Trend Report—trends in Part 26A restructuring plans in 2024... Timing In most instances, there is unlikely to be a class issue where a company advancing a scheme or restructuring plan enters into an agreement with creditors to vote in favour of it (ie a lock-up agreement) (see Re Telewest Communications) or secures an irrevocable undertaking to approve it (see Re Vietnam Shipbuilding Industry Group) in return for a fee, provided the offer is made to all creditors. This is subject to the following principles: any payment made under the voting arrangement...

Rule 19—Setting the scene This Resource Note summarises the key provisions of Rule 19 of The City Code on Takeovers and Mergers (Code) and signposts relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), alongside Lexis+® UK analysis and resources, to offer practical guidance on interpreting and applying Rule 19. Code and Lexis+® UK resources Detailed Notes to the Code (Notes), expanding on the intended implementation of the Rules, and relevant Appendices addressing specific issues Practice Statements issued by the Panel Executive (the body undertaking the day-to-day takeover supervision and Code regulation) (Executive), providing informal guidance on how the Executive typically interprets and applies the Code Panel Statements published by the Panel (P/S) and Panel Instruments Public Consultation Papers (PCP) and Response Statements (RS) issued by the Code Committee Relevant Lexis+® UK resources Rule 19—Information What it covers Rule 19 addresses the standards of care, accuracy and responsibility for the publication of...

This Resource Note sets out the core provisions of Rule 20 of the City Code on Takeovers and Mergers (Code) and signposts key materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), alongside Lexis+® UK analysis and resources, to provide practical help with interpreting and applying Rule 20. Materials addressed in this Resource Note include: detailed notes accompanying the Code (Notes), which elaborate on how the Rules are intended to operate, and relevant Appendices covering particular issues Practice Statements issued by the Panel Executive (the body undertaking the day-to-day supervision and regulation of takeovers) (Executive), offering informal guidance on the Executive’s usual interpretation and application of the Code Panel Statements published by the Panel (P/S) and Panel Instruments Public Consultation Papers (PCP) and Response Statements (RS) issued by the Code Committee Annual Reports published by the Panel discussing general matters (Annual Reports) relevant Lexis+® UK resources Rule 20—Setting the scene Code and Lexis+® UK resources...

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 ]) It is our understanding that [ Offeror ] intends 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 enclosed with this letter (the Announcement ), subject to such modifications 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...

[ insert company's name ] ([ Company ]), [ insert address of company ], together with [ 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 ] acknowledge that the Company proposes to launch an open offer of [ up to ] [ insert number ] new ordinary shares of [ insert nominal value ] pence each, at an offer price of [ insert offer price ] pence per share (the New Ordinary Shares), to its shareholders (the Open Offer). In conjunction with this, the Company intends to submit applications to the [ Financial Conduct Authority for admission of the New...

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 note that [ Offeror ] intends to put forward an offer for [ all ] the issued [ and to be issued ordinary ] shares of [ insert nominal value ] each in [ Offeree ] (the Shares ) [ excluding those already held by [ Offeror ] ], for the consideration and otherwise broadly on the terms and subject to the conditions described in the draft press announcement enclosed with this letter (the Announcement), in each case subject to any modifications or additions 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. ...