Legal Precedents

Resolution—private M& A—share purchase—approval of acquisition—buyer [ Ordinary OR Special ] resolution: That the Company approves the proposed acquisition of [ [ insert number of shares ] in the capital of OR the entire issued share capital of ] [ insert name of target company ], on and subject to the terms and conditions of the agreement [ expected to be ] dated [ insert date ] and entered into by the Company......

This Partnership Agreement is entered into on [ date ] Parties [ Name of partner ], at [ address ] [ Name of partner ], at [ address ] [ Name of partner ], at [ address ] [ Name of partner ], at [ address ] BACKGROUND The Partners intend to carry on [ insert nature of business or profession or trade ] as a partnership under the terms contained in this agreement......

APPENDIX [ 1 ]— Conditions and further terms of the Offer Part A 1 Conditions The Offer is subject to the following conditions: 1.1 Acceptance condition receipt of valid acceptances (and such acceptances not being validly withdrawn in accordance with the rules and requirements of the Code and the terms of the Offer) by no later than 1.00 pm ( London time) on the Unconditional Date (or at such other time(s) and/or date(s) as [ Offeror ] may, subject to the rules of the Code or with the consent of the Panel, determine) in respect of Shares which, together with all other Shares acquired by [ Offeror ] (whether pursuant to the Offer or otherwise), carry not less than [ 90 ] per cent. (or such lower percentage as [ Offeror ] may decide) of the nominal value of the Shares to which the Offer...

Contribution agreement—private M& A—share purchase This Deed is executed on [ insert day and month ] 20[ insert year ]. Parties The individuals whose names and addresses appear in the Schedule (together, the Sellers, and each separately, a Seller). Background ( A) The Sellers have entered into, or expect shortly to enter into, the Share Purchase Agreement with the Buyer concerning their disposal of [ the whole of the issued share capital of OR [ insert number ] [ ordinary OR [ insert class ] ] shares in ] the Company. [ The parties have also entered into, or will shortly enter into, the Tax Covenant. ] ( B) The Sellers have agreed to prescribe the process by which any Claims are addressed under the Share Purchase Agreement [ and the Tax Covenant ] and to apportion their respective liabilities arising from any Claim in...

[ insert name of offeree ] PLC Minutes of a meeting of [ a committee of ] the board of directors of [ insert full name of offeree ] (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) physically present ] [ Insert names of any directors attending by telephone as permitted under the Company’s articles of association ] (by telephone) [ Insert names of any directors attending by other means permitted by the Company’s articles of association ] (by [ insert other means ]) In attendance: [ [ Insert name ], representative of [ insert financial adviser ] (the Bank) ] [ [ Insert name ], representative of [ insert law firm ] (the Company’s solicitors) ] [ Insert names of any others present who do not count...

Part 2 Additional information 1 Responsibility The Directors each assume responsibility for the information set out in this document, save that, in relation to information concerning the Offeror, any connected person and any persons acting in concert with the Offeror, the only responsibility accepted by the Directors has been to ensure that such material has been accurately compiled from published sources and is properly and fairly reproduced and presented. Subject to the foregoing, the Directors confirm that, to the best of their knowledge and belief (having taken all reasonable care to ensure this is so), the information in this document for which they are responsible is consistent with the facts and, where appropriate, does not omit anything likely to affect the significance of such information. 2 Company information The Company is a public company limited by shares, incorporated in [ England and Wales ] with...

Loan note instrument—private M& A—share purchase This Instrument is made on [ insert date ] 20[ insert year ] Parties [ Insert name of issuing company ], a company incorporated in England and Wales with number [ insert company number ], having its registered office at [ insert address ] ( Issuer ) Background The Issuer has decided to issue, in an aggregate nominal amount not exceeding £[ insert value ], [ insert rate ]% [ subordinated ] redeemable loan notes, which shall be constituted in accordance with this document......

SPECIAL RESOLUTION That, if [ insert reference to the resolution granting authority to allot ] is approved, the Board is authorised to allot equity securities (as defined in the Companies Act 2006) for cash under that authority and/or to sell ordinary shares held by the Company as treasury shares for cash, as though section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority being limited to [ insert wording to limit the authority to the specified allotment of equity securities and/or sale of treasury shares ]. This authority will expire at the end of the Company’s next AGM (or, if earlier, at close of business on [ insert date (day, month and year) to be a date that is no later than fifteen months after the date of the current AGM ]); however, prior to expiry the...

STOP PRESS : Major changes to the UK prospectus framework took effect on 19 January 2026. The updated regime for public offers of securities and for admissions to trading in the UK is primarily contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules are now revoked. The overhaul is intended to streamline capital raising and markedly cut the circumstances in which a company must produce an FCA-approved prospectus for a subsequent share issue. For comprehensive details of the amendments, see Practice Note: UK prospectus regime reform. This Practice Note describes the prospectus regime that applied before 19 January 2026......

1 By this power of attorney dated [ insert date ] I, [ insert name of director ] of [ insert address of director ], being a director of [ insert company name ] (incorporated in [ England and Wales] under registered number [ insert company number ]) (the Company), appoint every other director of the Company, severally, as my true and lawful attorney (each an Attorney). Each Attorney may, on my behalf and in my name or in the Attorney's name, carry out all acts, deeds and matters, and may negotiate, approve, agree to, sign, execute and deliver any deeds, contracts, agreements, documents, undertakings and assurances which, in my personal capacity or in my capacity as a director of the Company [ or any of its subsidiaries (as appropriate) ], are necessary or required, or which the board of directors of the Company or any...

Retention deed—private M& A—asset purchase—solicitors as retention agent This Deed is dated [ insert day and month ] 20 [ insert year ] Parties [ Insert seller name ], incorporated in England and Wales under number [ insert company number ], with its registered office at [ insert address ] (the Seller); [ Insert buyer name ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (the Buyer); [ Insert name of seller’s solicitors ] of [ insert address ] (the Seller’s Solicitors); and [ Insert name of buyer’s solicitors ] of [ insert address ] (the Buyer’s Solicitors). [ Each of the Seller, the Buyer, the Seller’s Solicitors and the Buyer’s Solicitors is a [ Party] and, collectively, the Seller, the Buyer, the Seller’s Solicitors and the Buyer’s...

This Precedent has been archived and not maintained since the Takeover Code ( Code)’s revision in July 2021. This precedent is no longer updated following the July 2021 revision of the Takeover Code (the Code). It related to circumstances in which an offeror disclosed the level of acceptances of an offer under Rule 17.1 of the Code where the offer had been extended. Before the July 2021 changes, the Code enabled an offeror to set successive closing dates to assess whether the acceptance condition had been met. If, on a closing date, that condition was not satisfied, the offeror could either allow the offer to lapse or continue it by specifying a new closing date. The Code has now removed the concept of closing dates; instead, all offer conditions must be satisfied by Day 60. Not for release, publication or...

This document is important and requires your immediate attention. If you are uncertain about the contents of this document or the steps you should take, you are urged to obtain your own personal independent financial advice immediately from an adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser, such as: your stockbroker your bank manager your solicitor your accountant or other independent financial adviser If you sell, have sold, or otherwise transferred all of your Company Shares (other than pursuant to the Offer), please send this document as soon as possible to the purchaser or transferee, or to the stockbroker, bank, or other agent through whom the sale or transfer was effected, for delivery to the purchaser or...

[ insert company name ] [ Limited OR PLC ] Minutes recording a 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 day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ Insert names of the director(s) attending in person ] [ [ Insert names of any directors joining by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors participating by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance [ [ Insert name ] (representative of [ financial adviser ] (the Bank)) ] [ [ Insert names of any others attending who do not count...

[ insert name of offeror ] Minutes for a meeting of [ a committee of ] the board of directors of [ insert full name of offeror ] (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) physically present ] [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) In attendance: [ Insert name of anyone in attendance, who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers)...

Appendix [ 5 ]— DEFINITIONS Offeree, its Directors, Group, Shareholders, Optionholders, Warrantholders and Share Option Scheme denote relevant parties, rights and schemes of the offeree; Offeror (and, where relevant, Offeror Parent), their Directors, Group, Shareholders, General Meeting and Shareholder Resolutions cover the Offeror entities, governance and approvals; Offer, Offer Document, Offer Period, Offer Price, Conditions, Acceptance Condition, Acceptance Condition Invocation Notice and Acceleration Statement concern terms, timing and satisfaction or waiver of Conditions under the Code; Business Day, Closing Price, Daily Official List, Official List, Regulatory Information Service and London Stock Exchange cover market timings, quotations and disclosures; Code, Companies Act, UK Listing Rules, Disclosure Guidance and Transparency Rules, UK Market Abuse Regulation and FSMA are applicable rules and legislation; CREST, CREST Manual, CREST Regulations,...

Part [ II ] Letter from [ offeror ] [ Insert full name of offeror ] (a company incorporated in [ England and Wales ] with registered number [ insert number ])[ insert offeror address ][ insert date ] To: [ Offeree ] Shareholders and, for information only, individuals 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 On [ insert date ], [ the boards of [ Offeror ] and [ Offeree ] stated that they had reached agreement on the terms of a recommended cash offer by [ Offeror ] for the whole of the issued and to be issued ordinary share capital of [ Offeree ] [ not already owned by [ Offeror ] ] OR [...

[ insert company name ] [ LIMITED OR PLC ] Record of a meeting 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 of meeting ] [ am OR pm ]... Present [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (via telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance [ [ Insert name of anyone in attendance, who does not count towards the quorum for the meeting (eg the company secretary, any legal...

Headed notepaper of target company To: [ Insert name and address of contractual counterparty/interested third party ] [ Insert date ] Dear [ insert individual/organisation name ] Notice of change of control [ We make reference to the agreement dated [ insert date ] between [ insert target company name ] and [ insert contractual counterparty name ] about [ insert details of contract ] (the Contract ).......

Company number: [ insert company number ] [ insert company name ] [ Limited OR plc ] Minutes of a meeting of the board of directors (the Meeting) of [ insert company name ] [ Limited OR plc ] (the Company) Held at [ insert place of meeting ] Held 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 present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance: [ [ Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the...