Legal Precedents

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This Precedent has been archived and not maintained since the Takeover Code ( Code)’s revision in July 2021. This precedent is no longer updated following the July 2021 revision of the Takeover Code (the Code).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...

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...

Company number: [ insert number ] [ insert company name ] Minutes of a meeting of the board of directors (the Meeting) of [ insert full name of company ] (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 company secretary, any legal advisers)...

Company number: [ insert company number ] [ insert company name ] [ LIMITED OR LTD ] Minutes recording a meeting of the board of directors (the Meeting) of [ insert company name ] [ Limited OR Ltd ] (the Company) Location: [ insert place of meeting ] On: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ Insert names of any directors present, whether physically or by any remote means (unless such means are specifically excluded by the company’s articles of association) ] [ by [ insert means of attendance for each director attending remotely ] ] In attendance [ [ Insert name of anyone in attendance, whether physically or by any remote means, who does not count towards the quorum for the meeting (eg the company secretary, any legal...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are uncertain about the Offer or what steps to take, you should obtain immediately your own personal, independent financial advice from your stockbroker, bank manager, solicitor, accountant or another independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if you do not, from a suitably and appropriately duly authorised independent financial adviser. If you have sold, sell or otherwise transferred all of your Shares (other than pursuant to the Offer), please promptly forward this document together with any accompanying materials (but not any personalised Form of Acceptance) to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was arranged, for onward delivery to the purchaser or...

Director's Questionnaire Private and confidential — [ Insert company name ] (the Company) For completion by [ insert date ]. Introduction This questionnaire is issued in connection with the proposed application for the admission of the issued [ and to be issued ] ordinary shares of [ insert nominal amount ] each in the capital of the Company (the Ordinary Shares) to trading on AIM, a market operated by the London Stock Exchange ( LSE) (the Admission) [ and the placing of [ insert amount ] Ordinary Shares (the Placing) ]. This is a material document; answer every question accurately and without omission. Provide comprehensive responses. If the space provided is insufficient, continue on a separate sheet, duly signed, dated and attached to this questionnaire. Where a question can be answered negatively, state ‘ No’. Do not leave any section incomplete. For the purposes of this...

Retention deed—private M& A—share purchase—bank as retention agent This Deed is dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of selling corporate shareholder ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] whose registered office is at [ insert address ] (the Seller); [ Insert name of purchasing corporate entity ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] whose registered office is at [ insert address ] (the Buyer); [ Insert name of bank acting as retention agent ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] whose registered office is at [ insert address ] (the...

To: [ name of offeror ] (the Company) and its other directors [ name of financial adviser ] (the Bank ) Proposed takeover offer for [ insert name of offeree ] (the Offeree ) I, the undersigned, being a director of the Company, acknowledge that, in relation to the offer [ to be ] made by the Company for [ all ] the issued [ and to be issued ] [ ordinary ] [ and preference ] share capital of the Offeree [ (such offer to be implemented by means of a scheme of arrangement ( Scheme ) of the Company) ] (the [ Offer OR Acquisition ]): [ the Company may issue or publish, or procure the issue or publication of (amongst other things): ...

Headed notepaper of seller/assignor To: [ Insert name and address of contractual counterparty ] [ Insert date ] Dear [ insert contact name at contractual counterparty ], Request for consent to assignment of contract We make reference to the agreement dated [ insert date ] between [ insert name of seller/assignor ] and [ insert name of contractual counterparty ], pertaining to [ insert details of contract ] (the Contract )......

Auction sale process letter—private M& A Letterhead of corporate finance advisors [ Insert name of recipient ][ Insert address of recipient ][ insert date ] Dear [ insert name ] Sale of [ Insert name of company or business ] (target) We attach copy number [ insert number ] of a confidential information memorandum ( Information Memorandum ) relating to the Target for your review and consideration. The Information Memorandum is furnished to you in commercial confidence and pursuant to the confidentiality [ letter OR agreement ] you executed on [ insert date ], a duplicate of which is enclosed as well. The Information Memorandum has been, or will be, distributed to a limited selection of other parties, each of whom will be subject to equivalent confidentiality obligations. The intention of the Information Memorandum is to enable you, and those other parties, to determine whether to commence...

Notice of general meeting [ Insert offeree name ] PLC — registered in England and Wales No...

[ Letterhead of offeror’s financial adviser ] The Directors [ Insert name of offeree’s financial adviser ] [ Insert address ] [ insert date ] Dear Directors Rule 21.3 of the City Code on Takeovers and Mergers In our capacity as financial advisers to [ insert name of offeror or potential offeror ] (the Company), we hereby contact you in accordance with Rule 21.3 of the City Code on Takeovers and Mergers ( Rule 21.3)......