Legal Precedents

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 [...

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......

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......