Legal Precedents

The [ Directors OR Secretary ] [ Insert company name ] [ Insert company address ] [ insert date ] Dear [ Directors OR Secretary ], [ Insert company name ] (the Company) I tender my resignation from [each of] my post[s] as [a] [director AND/ OR [and] secretary] of the Company [and its subsidiaries] [ with immediate......

Change of control notice—private M& A—share purchase headed notepaper of target company To: [ Insert name and address of contractual counterparty/interested third party ] [ Insert date ] Dear [ insert individual/organisation name ] Notification of change of control [ We hereby refer to the agreement dated [ insert date ] made between [ insert target company name ] and [ insert contractual counterparty name ], concerning [ insert details of contract ] (the Contract)......

Notice to employees of change of employer—private M& A—asset purchase With effect from [ insert date of acquisition ], the [ part of the ] [ insert name of the business being acquired ] business you work in transferred as a going concern to [ insert buyer name ]. Under the Transfer of Undertakings ( Protection of Employment) Regulations 2006, you automatically became an employee of [ insert buyer name ]. Your terms and conditions remain those you had with [ insert seller name ], and your rights [ other than those relating to your occupational pension ] are unaffected. Your continuity of service is preserved; only your employer’s name has changed. [ The employee information held by [ insert seller name ] has also transferred to [ insert buyer name ]. ] Please sign and return the enclosed duplicate to acknowledge receipt. Queries: contact [ insert name and...

[ insert company name ] [ LIMITED OR PLC ] Record of the meeting of [ a committee of ] the board of directors of [ insert full name of company ] (the Company) convened at [ insert place of meeting ] on [ insert date of meeting ] at [ insert time ] [ am OR pm ] Present [ Insert names of the director(s) attending in person ] [ [ Insert names of directors attending by telephone or by another method permitted by the Company’s articles of association ] [ by telephone OR by [ insert means ] ] ] In attendance [ Insert name ] (representative of [ financial adviser ] (the Bank)) [ Insert name ] (representative of [ law firm ] (the Company’s solicitors)) [ Insert name ]...

Form of proxy for use at the meeting of the members of [ insert name of offeree ] PLC (the Company) Convened by order of the High Court of Justice of England and Wales dated [ insert date of court order ] (the Court Meeting), this proxy concerns the meeting of members called to consider and, if appropriate, approve a proposed scheme of arrangement (the Scheme), with or without amendment. The Court Meeting is scheduled at [ insert location of meeting ] on [ insert date ] at [ insert time ] [ am OR pm ] and/or at any adjournment of the Court Meeting. Kindly complete, sign and return this form so that it reaches the Company’s registrars, [ insert name ] (the Registrars), at [ insert address ] no later than [ insert time ] [ am OR pm ] on [ insert date...

Explanatory statement (pursuant to section 897 of the Companies Act 2006) [ insert name of offeree’s financial advisers ] [ insert address of offeree’s financial advisers ] To: holders of [ Offeree ] Shares, persons with information rights and, for information purposes only, holders of options under the [ Offeree ] Share Plans Dear [ Offeree ] Shareholder Recommended Cash Offer for [ insert offeree name ] by [ insert offeror name ] 1 Introduction On [ insert date ], the boards of [ Offeror ] and [ Offeree ] confirmed that they had reached agreement on the terms of a recommended cash proposal [ for OR by [ Offeror ] to acquire ] the whole of the issued and to be issued ordinary share capital of [ Offeree ]. The proposal will now be carried out by way of a...

A. Preliminary documents Unless otherwise indicated, each document appears in the document list for both the offeror and the offeree. References to the ‘ Code’ are to the City Code on Takeovers and Mergers, and references to the ‘ CA 2006’ are to the Companies Act 2006. Number, document title, Code/statutory citation (if relevant), and responsibility follow. Document schedule — Offeree/ Offeror Timetable of offer — Offeree/ Offeror Parties list — Offeree/ Offeror Financial adviser’s client letter on secrecy, etc — Rule 2.1(b) — Financial adviser Due diligence checklist — Offeror and (if appropriate) offeree Search of offeree share register/interest register; other data on share capital, shareholders and option holders, etc — CA 2006, ss 114, 808; Note 3 on Rule 10.1 — Offeror Request re share interests — CA 2006, s 793 — Offeree/ Offeror ...

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from the united states of america, canada, australia or japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any new shares of the offeror to be allotted pursuant to the offer have neither been, nor will they be, registered in the United States of America under the Securities Act of 1933, as amended, nor under the applicable securities laws of Canada, Australia or Japan......

The Directors[ Insert offeror's name ] ([ Offeror ])[ Insert address ][ and ][ The Directors ][ [ Insert name of offeror’s financial adviser ] (the Adviser) [ Insert address ] ][ Insert date ] Dear Directors Proposed acquisition of [ name of offeree ] ([ Offeree ]) [ I OR We ] acknowledge that [ Offeror ] intends to proceed with an acquisition (the Acquisition) of [ all ] the issued [ and to be issued ordinary ] shares of [ insert nominal value ] each in [ Offeree ] (the Shares). The consideration, and the principal terms and conditions, are described in the draft press announcement enclosed with this letter (the Announcement), and may be amended or supplemented as 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...

Notice OF COURT MEETING In the High Court of Justice BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES Companies Court ( Ch D) Claim No. [ insert claim number ] In the matter of [ Insert offeree name ] plc and in the matter of the Companies Act 2006. Take notice that, by an order dated [ insert date of the court order convening the meeting ] made in the above matters (the Order), the Court has instructed that a meeting (the Court Meeting) of the holders of Scheme Shares (as defined in the scheme of arrangement mentioned below) be convened. The purpose of the Court Meeting is to consider and, if deemed appropriate, approve, with or without amendment, a scheme of arrangement (the Scheme of Arrangement) proposed pursuant to Part 26 of the Companies Act 2006 between [ insert name of offeree ] (the...

Data room rules—private M& A—share and asset purchases—physical data room Project [ insert name ]: Data room rules These rules ( Rules ) set out the manner in which [ insert name of the seller ] (the Seller ) permits prospective purchasers and their advisers to access the data room ( Data Room ) that holds information and documents ( Information ) concerning the proposed disposal by way of sale of [ the entire issued share capital OR the assets and undertaking ] of [ insert name of company or business ] (the Proposed Transaction ). In consideration of being allowed to use the Data Room, prospective purchasers ( Potential Buyers , each a Potential Buyer ) agree that they shall be subject to and comply with these Rules, and shall ensure that all of their officers, employees, agents and advisers attending the Data Room (...

Retention deed—private M& A—share purchase—solicitors as retention agent This Deed is entered into on [ insert day and month ] 20[ insert year ] Parties [ Insert name of selling corporate shareholder ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], company number [ insert company number ], with its registered office at [ insert address ] (the Seller); [ Insert name of purchasing corporate entity ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], company number [ insert company number ], with its registered office at [ insert address ] (the Buyer); [ Insert name of seller’s solicitors ] of [ insert address ] (the Seller’s Solicitors); [ Insert name of buyer’s solicitors ] of [ insert address ] (the Buyer’s...

Data room rules—private M& A—share and asset purchases—virtual data room Project [ insert name ]: Virtual data room rules These rules ( Rules) govern the way in which [ insert name of the seller ] (the Seller) permits potential buyers and their advisers to access the virtual data room ( VDR). The VDR hosts information and documents ( Information) concerning the proposed sale of [ the entire issued share capital OR the assets and undertaking ] of [ insert name of company or business ] (the Proposed Transaction). The VDR shall be supplied and administered by [ insert name of VDR provider ] (the VDR Provider). As consideration for use of the VDR, potential buyers ( Potential Buyers, each a Potential Buyer) agree to be bound by these Rules and shall procure that all of their officers, employees, agents and advisers who obtain access to the VDR...

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from the United States of America, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. This announcement is not, and should not be construed as, an offer or invitation to purchase, acquire, subscribe for, sell or otherwise dispose of any securities, nor a solicitation of any vote or approval in any jurisdiction in connection with the Offer. The Offer will be made only by means of the offer document or, if [ offeror ] opts to implement a scheme, the scheme document. These documents will set out the complete terms and conditions of the proposed acquisition, including details of the process for accepting the Offer. Any acceptance of, or other...

Confidentiality letter—private M& A—share purchase—corporate seller Strictly private and confidential To: [ insert buyer name ] [ insert buyer address ] Date: [ insert date ] Dear [ insert buyer contact name ], Proposed acquisition of [ insert target company name ] Limited 1 Introduction 1.1 We write further to our recent dialogue regarding the contemplated disposal by [ insert seller name ] (the Seller) of [ the entire issued share capital OR [ insert other description of number of shares being sold ] ] in [ insert target company name ] Limited (the Company) (the Sale Shares) to [ insert buyer name ] (or an entity within its group of companies) (the Buyer) (the Proposed Acquisition). The Seller and the Buyer are each a party and, together, the parties......

Disclosure letter—private M& A—share purchase [ TO BE PRINTED ON THE seller’s headed notepaper ] For the attention of [ insert buyer contact name ] [ insert buyer name ] [ insert buyer address ] [ insert day and month ] 20[ insert year ] Dear [ insert buyer contact name ], Sale of [ the entire issued OR a substantial part of the ] share capital of [ insert company name ][ Limited] (the Company) This correspondence concerns the sale and purchase of [ the entire issued OR a substantial part of the ] share capital of the Company, pursuant to an agreement (the Agreement) due to be executed today between [ insert seller(s) name(s) ] (the Seller[s]) and [ insert buyer name ] (the Buyer). Unless the context requires a different interpretation, words and expressions defined in the Agreement shall carry the same meanings in this letter......

This Agreement is dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of selling corporate entity ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registration number [ insert company number ] and whose registered office is at [ insert address ] (the Seller); and [ Insert name of purchasing corporate entity ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registration number [ insert company number ] and whose registered office is at [ insert address ] (the Buyer). [ (each of the Seller and the Buyer being a Party and, together, the Seller and the Buyer being the Parties). ] BACKGROUND ( A) The Company (as defined below) is a private company limited by shares and is incorporated in [ England and Wales OR [ insert country of...

Company number: [ insert company number ] [ insert company name ] [ Limited OR plc ] Minutes for a meeting of the board of directors (the Meeting) of [ insert company name ] [ Limited OR PLC ] (the Company) Convened at [ insert place of meeting ] Taking place on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ insert names of the director(s) physically present ] [ [ Insert names of any directors attending by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors attending by other means allowed by the Company’s articles of association ] (by [ insert other means ]) ] In attendance: [ [ Insert name of anyone in...

This Agreement is hereby entered into on [ insert day and month ] 20 [ insert year ] Parties [ Insert name of party ] incorporated in England and Wales with registered company number [ insert company number ] whose registered office is at [ insert address ] (the Supplier), and [ Insert name of party ] incorporated in England and Wales with registered company number [ insert company number ] whose registered office is at [ insert address ] (the Recipient), and [ (each of the Supplier and the Recipient being a Party and, together, the Supplier and the Recipient are the Parties) ] . Background ( A) The Recipient has acquired the Business from [ the Supplier OR [ insert seller name, if the Supplier is not the seller ] ] [ as part of OR by way of ] an intra-group...

Part [ I ] Letter from the chair of [ offer EE ] (a company incorporated in [ England and Wales ] under registration number [ insert number ]) Registered office: [ insert address ] Directors: [ List names of directors and positions, for example, Chair, Chief Executive, Chief Financial Officer, Non- Executive Director ] [ insert date ] To: [ Offeree ] Shareholders and, for information only, persons with information rights [ , OR and ] participants in the [ Offeree ] Share Option Schemes [ and [ Offeree ] Warrantholders ] Dear Shareholder Recommended Cash Offer for [ Offeree ] by [ Offeror ] 1 Introduction Following discussions between them, on [ insert date ] the boards of [ Offeror ] and [ Offeree ] confirmed they had agreed the terms of a recommended cash offer for the whole of the issued and to be issued ordinary share capital of [...