Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Irrevocable undertaking definition

What does Irrevocable undertaking mean? An irrevocable undertaking is a shareholder’s binding commitment to support a proposed transaction, typically by agreeing to vote in favour of specified resolutions and/or to subscribe for a stated number of shares in an equity fundraising (for example, a rights issue or open offer), and not to withdraw that acceptance. It is a contractual promise used across multiple contexts, most commonly public M&A (takeover offers and schemes of arrangement) and capital raisings. While not a statutory term, it is recognised in market practice and referred to in the UK and Irish Takeover Rules, which require disclosure of such...

Shareholder deed of irrevocable undertaking to company and sponsor/nomad to accept open offer and subscribe for additional shares, with warranties, power of attorney and specific performance (England and Wales)

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Precedents

Irrevocable undertaking—offer & Subscription (Open offer)

[ 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 ] acknowledge that the Company proposes to proceed with 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 intends to apply to the [ Financial Conduct Authority for the New Ordinary Shares to be admitted to listing on the Official List and to the ] London Stock Exchange plc (the LSE) for the New Ordinary Shares to be admitted to trading on...

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Web page updated on 22/05/2026

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