Legal Precedents

[ Print on letterhead of reporting accountants ] The Directors [ insert name and address of issuer ] and [ insert name and address of sponsor or nominated adviser (as relevant) ] [ insert date ] Dear [ insert name ] [ Insert name of company ] (the Company): [ Placing AND/ OR Open offer AND/ OR Rights issue ] of [ insert number ] [ insert class ] shares of [ insert nominal value ] each We refer to the working capital statement ( Working Capital Statement) included in the Company’s prospectus dated [ insert date ] (the Prospectus), and to the attached board minute approved by the directors, which records their belief that there is a reasonable basis for making the Working Capital Statement: “ In the Directors’ opinion, having undertaken due and careful enquiry, the working capital available to the Company [ and its group ] is adequate for its...

[ On reporting accountants’ letterhead ] The Directors [ Insert company and sponsor details ] [ Insert date ] Dear [ insert name ] [ Insert name of company ] (the Company): [ Placing AND/ OR Open offer AND/ OR Rights issue ] of [ insert number ] [ insert class ] shares of [ insert nominal value ] each Further to our engagement letter dated [ insert date ], we performed the procedures below on the Statement of Capitalisation and Indebtedness of the [ Company OR Company's group ] included in the Company’s prospectus dated [ insert date ]. The Statement of Capitalisation and Indebtedness was prepared by, and is solely the responsibility of, the Company’s directors. Procedures [ Insert procedures undertaken re the Statement of Capitalisation and Indebtedness ]. Opinion Solely from the procedures above, [ insert opinion, e.g. nothing has come to our attention to indicate that the...

This Agreement is entered into on [ insert day and month ] 20[ insert year ] Parties 1 [ 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), and 2 [ 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), [ with each of the Seller and the Buyer being a Party and, together, the Seller and the Buyer constituting the Parties ]. Background ( A) The Company (as defined below) is a private company limited by shares and was...

Legal due diligence questionnaire—private M& A—share purchase Dated [ insert date ] Introduction This legal due diligence questionnaire concerns the intended purchase by [ insert buyer name ] (the Buyer) of the whole of the issued share capital of [ insert name of target company ] Limited, incorporated in England and Wales under number [ insert company number ] (the Company), from [ insert seller name ] (the Seller) (the Proposed Acquisition). This questionnaire is intended to assist the Buyer, the Buyer's solicitors and other professional advisers acting on the Proposed Acquisition to secure the information the Buyer needs to inform its valuation of the Company. Please respond to each question comprehensively. Please set out your responses in italics immediately beneath each question and kindly supply copies of all relevant documentation, ensuring that all responses and documents are plainly identified by reference to the...

[ Print on letterhead of adviser/expert ] The Directors [ Enter name and address of company ] [ Enter date ] Dear [ enter text ] [ Enter name of company ] (the Company): [ Placing OR Open offer OR Rights issue ] of [ ......

[ Insert address of applicant ] [ Insert name of public authority ] [ Insert address of public authority ] [ Insert date of application ] Dear [ insert organisation name ], I am seeking disclosure of the following information pursuant to section 1(1) of the Freedom of Information Act 2000: [ Insert description of the information requested ]. Please provide the information in [ specify hard copy or electronic format ]. If you have any questions about this request, or a fee is necessary to process it, kindly contact me at the earliest opportunity [ , ideally by [ insert method ] ]. My contact details are as follows: Address: [ insert address for correspondence ] Telephone: [ insert telephone number ] Email: [ insert email address ] Yours faithfully, [ Insert name of applicant ]......

date [ date ] Parties [ name of (first) Seller ] [ and [ name of second Seller ] both ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] ( Seller) [ name of Buyer ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is at [ address ] ] ( Buyer) 1 Definitions For this Agreement, the terms below shall have these meanings: Buyer’s Solicitors – [ name ] of [ address ] (reference [ details ]) or any other solicitors the Buyer notifies to the Seller; Deposit – £[ amount in figures ] ([ amount in words ] pounds); [ Independent Surveyor – an independent chartered surveyor with at least [ 10 ] years’ experience in valuing property of a comparable type and in a...

Parties On [date], [ Seller details] ( Seller) and [ Buyer details] ( Buyer) enter this Option Agreement. Definitions Deposit: £[...]; Option Fee: £[...] plus any VAT; Interest: [4]% above [bank] base rate. Option: Buyer may require transfer on paying the Price within the Option Period ending [time/date]. Legislation, VAT and Working Day as defined; Property, Price and solicitors as specified. Grant of Option For the non-refundable Option Fee (separate from the Price unless stated), the Seller grants the Option; it lapses if not exercised in time; any necessary mortgagee consent is/will be in place. Exercising the Option The Buyer may serve an Option Notice within the Option Period for the whole Property [and must pay any Deposit as required]. On valid exercise, the sale contract in the Schedule immediately arises. Notices, Costs and VAT Notices are by hand or pre-paid post to stated addresses; VAT is additional; costs are as provided; overdue sums bear...

Dear [ Applicant ], Your Skilled Worker visa I am pleased to confirm that your Skilled Worker visa has been approved. [ The visas for your dependant family members have also been approved ] . Initial entry and your e Visa You [ and your dependants ] have been granted immigration permission from [ Start date ] to [ End date ]. The Home Office has issued a visa for you [ and your dependants ] in digital format (also called an ‘e Visa’). Consequently, you [ and your dependants ] will not receive an endorsement in your passport [ s ] or any physical document confirming the grant of permission. [ Your permission is linked to your biometric passport used in your visa application. Please use the same passport to enter the UK. Before you travel to the UK, you will [ each ] need to create a UKVI...

You have been given permission to remain in the UK until [ insert date ] as the partner of someone who holds [ British citizenship OR settled status in the UK OR protection status in the UK OR pre-settled status under Appendix EU ]. [ Your dependant child [ ren ] has/have been issued leave that mirrors yours, and the points set out below for you will equally apply to them, including the requirement to log into their e Visa account and make updates where appropriate. You may administer this account on their behalf. ] This note summarises some of the key conditions attached to your residence in the UK and your duties to the Home Office. It is essential that you are familiar with these conditions and responsibilities. Please do not hesitate to contact us if you have any queries. Please note that, while the...

[ Insert address of the [ parent OR guardian ] in the home country ] [ Insert the Home Office address to which the application is being sent ] [ Insert date ] Dear [ insert organisation name ] Letter of support for [ insert name, date of birth and nationality of child applicant ] I am [ insert name, date of birth and nationality ], the [ father OR mother OR guardian ] of [ insert name of applicant ]. I hereby state my full support for my child’s application for UK immigration permission within the [ insert immigration category ] category. [ Describe how you are responsible for your child’s care, for example jointly with your child’s other parent, solely following the death of your child's other parent, in line with a custody or guardianship order, or as the person with sole...

This Agreement is entered into on [ insert date ]. Parties [ insert name ] [ of OR a company incorporated in [ England and Wales ] with company number [ insert registered number ] and registered office at ] [ insert address ] (the Assignor); [ insert name ] [ of OR a company incorporated in [ England and Wales ] with company number [ insert registered number ] and registered office at ] [ insert address ] (the Assignee) (each of the Assignor and the Assignee being a party, and together both the Assignor and the Assignee constituting the parties). BACKGROUND ( A) The Assignor holds the copyright and database rights in the Database. ( B) The Assignee is [ insert description of the Assignee’s background/background to the assignment or relevant transaction ], as applicable. ( C) The Assignor agrees to assign all such copyright and database rights, and the...

This Agreement is entered into on [ insert date of agreement ] between the following parties: [ insert name of company ] (registered number [ insert registered number of company ]), with its registered office at [ insert registered address of company ] (the Company); and [ insert name of shareholder ] of [ insert address of shareholder ] (the Shareholder). Background ( A) The Shareholder is the registered holder of [ insert number of shares ] [ insert class of shares ] in the Company. ( B) The Company [ operates OR intends to operate ] the [ Insert the name of the employee share plan that the Company operates ] (the Plan), under which rights to acquire certain shares in the Company's capital [ have been granted OR will be granted ] by the Company. ( C) The...

1 Compliance 1.1 Returns The Company has, in a proper and timely manner, filed all [ material ] computations and returns (including all returns relating to land transactions), furnished every item of information, made all statements and disclosures, and served all notices on each relevant Tax Authority as reasonably requested or required by law for the purposes of Tax within applicable time limits. All such computations, returns, information, statements, disclosures and notices were prepared on an appropriate basis and, when lodged and as at the date of this Agreement, are complete, correct and accurate in all respects. None of the computations or returns are, or [ so far as the Seller is aware, ] are likely to be, the subject of any dispute with any Tax Authority. 1.2 Payment The Company has duly paid, within the applicable deadlines, all Tax for which it has become liable to pay or...

This Agreement is entered into on [ insert date of execution of the share option agreement ] Parties [ insert name of company whose shares are being granted under option ] (registered number [ insert registered number of company ]), with its registered office at [ insert registered address of company ] (the Company); and [ insert name of option holder ], of [ insert address of option holder ] (the Option Holder). Background As at the date of this Agreement, the Company agrees to grant the Option Holder an Option to acquire Shares on the terms set out in this Agreement. Upon exercise, the Company will satisfy the Option by transferring, or procuring the transfer of, Shares, or by issuing new Shares. The Option is not a tax-advantaged option. ......

RULES OF THE [ insert name of company ] PHANTOM SHARE AWARD PLAN Adopted by the Board on [ insert date ] These Rules set out the Phantom Share Award Plan. Awards are Units giving a cash Award Payment equal to the difference between Base Value ( Market Value at the Award Date or as set by the Board) and Exit Value on an Exit ( Takeover or Listing). Awards are granted at the Board’s discretion to Eligible Employees under an Award Agreement and are non-transferable (save on death). No right to Shares. Participants indemnify Tax Liability; withholding may apply. Vesting: subject to Conditions, Awards Vest on Exit; cash within 30 days. Exchange Offer on Takeovers; employee ownership trust acquisition may not trigger Vesting. Leavers: lapse unless death, incapacity, retirement or Board-approved; pro-rating may apply; Board may accelerate and set...

This AGREEMENT is duly entered into on [ insert date of execution of the phantom share option agreement ] Parties 1 [ insert name of company to which the phantom option relates ] (registered number [ insert registered number of company ]) whose registered office is at [ insert registered address of company ] (the Company); and 2 [ insert name of option holder ] of [ insert address of option holder ] (the Option Holder) Background ( A) The Company has agreed, as at the date of this Agreement, to award the Option Holder a Phantom Option on the terms contained in this Agreement. ( B) The Phantom Option gives a right to cash rather than shares......

Adopted by the Directors on [ insert date ] 1 Definitions 1.1 In this Scheme, unless the context dictates otherwise, the following terms shall have the meanings set out below: Agreement – in respect of an Option, the contract entered into by an Eligible Employee [ and the Grantor ] granting that Option, in such form as the Directors may determine from time to time; [ Closed Period – a period during which the Directors are prohibited from dealing in shares under the UK Market Abuse Regulation ( Assimilated Regulation ( EU) 596/2014) or any other regulation, legislation or code relating to securities transactions that applies to the Company, including any share dealing code of the Company; ] Company – [ insert name of company ] ( Company No [ insert registered number ]) at [ insert company registered address ]; ...

This Deed is made on [ insert date on which this deed is executed by all parties ] Parties [ Insert name of Company ], with its registered office at [ insert address of registered office ] and registered number [ insert registered number of Company ] (the Company); and [ Insert name of Trustee ], whose registered office is at [ insert address of registered office ] [ and registered number [ insert registered number of Trustee ] ] (the Original Trustee). RECITALS The Company intends to create a trust for the benefit of the employees of the Company, to be called the [ insert name ] Employee– Ownership Trust, and designed to meet the requirements of section 236J of the Taxation of Chargeable Gains Act 1992. The Company has transferred to the Original Trustee the sum of £[ insert...

1 Definitions and interpretation 1.1 The terms below shall be interpreted as follows: Accumulation Period — with respect to Partnership Shares, the span during which the Trustee holds a Qualifying Employee’s Partnership Share Money before buying Partnership Shares or returning it to the employee; Acquisition Date — (a) for Partnership Shares where an Accumulation Period is in place, has the meaning given in paragraph 52(5) of Schedule 2; (b) for Partnership Shares where no Accumulation Period is in place, has the meaning given in paragraph 50(4) of Schedule 2; (c) for Dividend Shares, has the same meaning given by paragraph 66(4) of Schedule 2; Associated Company — has the same meaning as in paragraph 94 of...