Conduct of the Offer. 2.1 Each Investor and Bidco shall use its reasonable endeavours to procure the Rule 2.7 Announcement is published in accordance with the Code before 10.00a.m. on 24 April 2018, or at such later date as the Investors may agree. 2.2 The Investors have established a committee (the “Steering Committee”) which shall be responsible for the day-to-day conduct of the Offer on behalf of the Parties, in particular those matters set out in Clause 2.6. 2.3 The Steering Committee comprises two members, one appointed on behalf of Antin Holdco (the “Antin Representative”) and one on behalf of WSIP Holdco (the “WSIP Representative”). 2.4 The Investors agree that any member of the Steering Committee shall be entitled to appoint a proxy or alternate to attend meetings of the Steering Committee and vote on behalf of that relevant member, provided that prior notice has been provided to the other members of the Steering Committee. 2.5 Antin Holdco shall be entitled to remove and replace the Antin Representative on not less than two (2) Business Days’ notice to WSIP Holdco. WSIP Holdco shall be entitled to remove and replace the WSIP Representative on not less than two (2) Business Days’ notice to Antin Holdco. 2.6 Subject to Clause 2.10, the Steering Committee shall be responsible for: (a) any revision of the structure and terms (including any increase to the price) of the Offer, including any election, subject to the Panel’s consent (as required), to implement the Offer by means of a Takeover Offer at any time; (b) the general conduct and implementation of the Offer and the obtaining of all consents and approvals in relation to it; (c) liaising, negotiating, or otherwise communicating with the Target, its shareholders, its lending banks or its advisers, any regulatory authority or body or exchange (including any rating agencies) (together, the “Interested Parties”) with respect to the Offer; (d) determining the Total Funding Commitment and the timing and amount of subscriptions to be made pursuant to Clause 4; (e) approving all public announcements and other communications concerning the Offer; (f) overseeing the drafting, execution and delivery of any Offer Document (including determining the timing of publication of any Offer Document); (g) agreeing the Budget and any amendments to the Budget; (h) giving instructions to financial, accounting, tax, commercial, legal, PR and other advisers in connection with the Offer; (i) working with tax advisers to finalise the Tax Structure Paper; (j) subject to Clause 2.10, any decision to contest or not contest any ruling of the Panel; and (k) any decision regarding the seeking or making of an application to cancel the admission to trading of the Target Shares from AIM. 2.7 Subject to Clauses 2.3, 2.4, 2.5 and 2.8, the Steering Committee may determine its processes and procedures as it sees fit. 2.8 Subject to Clause 2.10, all decisions required to be taken in respect of the Offer shall be taken by the Steering Committee, and shall require the unanimous approval of the Representatives. In the event that unanimous approval is not obtained, either Representative shall be entitled to escalate the matter for discussion and approval by more senior persons within each Investor’s respective organisations. 2.9 Without prejudice to Clause 2.6(c), the Steering Committee may (i) designate any person to communicate decisions of the Steering Committee to the Target, the Panel, advisers engaged by the Investors, Topco or Bidco, and other third parties, and (ii) act as the primary point of contact for the Target and its advisers. 2.10 Each Party agrees that: (a) it shall not, other than as required by the Panel, vary or waive any term or condition of, or amend any term or condition of, the Offer and/or the Transaction (including any amendment to the amount or nature of the Offer consideration or any extension of the Long Stop Date or any election to implement the Offer by way of a Takeover Offer) without the prior written consent of each of the Investors; (b) it shall not, other than as required by the Panel, confirm to any person or declare that any condition of the Offer has been fulfilled without the prior written consent of each of the Investors; (c) it shall not confirm to any person that any ruling of the Panel relating to any of the matters referred to in Clauses 2.10(a) or 2.10(b) will not be contested without the prior written consent of each of the Investors; and (d) each document to be entered into in connection with the Offer and/or the Transaction shall be approved by the Steering Committee before its execution or publication. 2.11 Each Investor shall be entitled to appoint, remove and replace two (2) directors to the boards of Topco and Bidco.
Appears in 1 contract
Samples: Consortium Bid Agreement
Conduct of the Offer.
2.1 Each Investor Party agrees to co-operate with each other reasonably and Bidco in good faith, with the aim of agreeing the terms and conditions of the Transaction, and acknowledges in particular that the following documents have been executed or will be adopted (as appropriate):
(a) a shareholders’ agreement in respect of Tevat (the “Shareholders’ Agreement”)
(b) a subscription agreement in respect of Xxxxxxx’s subscription for Shares in Tevat (the “Subscription Agreement”);
(c) new Articles; and
(d) new articles of association for Zakiono.
2.2 Each Party shall use its reasonable endeavours to procure the Rule 2.7 Announcement is published in accordance with the Code before 10.00a.m. 10.00 a.m. on 24 14 April 20182021, or at such later date as the Investors may agree.
2.2 2.3 The Investors have established a committee (shall co-operate with each other reasonably and in good faith to agree the “Steering Committee”) which shall be responsible for the day-day- to-day conduct of the Offer on behalf of the Parties, in particular those matters set out in Clause 2.6.
2.3 The Steering Committee comprises two members, one appointed on behalf of Antin Holdco (the “Antin Representative”) and one on behalf of WSIP Holdco (the “WSIP Representative”).
2.4 The Investors agree that any member of the Steering Committee shall be entitled to appoint a proxy or alternate to attend meetings of the Steering Committee and vote on behalf of that relevant member, provided that prior notice has been provided to the other members of the Steering Committee.
2.5 Antin Holdco shall be entitled to remove and replace the Antin Representative on not less than two (2) Business Days’ notice to WSIP Holdco. WSIP Holdco shall be entitled to remove and replace the WSIP Representative on not less than two (2) Business Days’ notice to Antin Holdco.
2.6 Subject to Clause 2.10, the Steering Committee shall be responsible for:particular:
(a) any revision of the structure and terms (including any increase to the price) of the Offer, including any election, subject to the Panel’s consent (as required), to implement the Offer by means of a Takeover Offer Scheme at any time;
(b) the general conduct and implementation of the Offer and the obtaining of all consents and approvals in relation to it;
(c) liaising, negotiating, or otherwise communicating with the Target, its shareholders, its lending banks or its advisers, any regulatory authority or body or exchange (including any rating agencies) (together, the “Interested Parties”) with respect to the Offer;Offer;
(d) agreeing on the financing of the Offer;
(e) determining the Total Funding Commitment and the timing and amount of subscriptions to be made pursuant to Clause 4;
(ef) approving all public announcements and other communications concerning the Offer (including the Rule 2.7 Announcement) and sharing and agreeing public relations (PR) material to be used jointly and individually in connection with the Offer;
(fg) overseeing the drafting, execution and delivery of any Offer Document (including determining the timing of publication of any Offer Document);
(gh) agreeing the Budget and any amendments to the Budget;
(hi) engaging advisers on behalf of the Consortium other than those already appointed and specified in Clause 5.1;
(j) giving instructions to financial, accounting, tax, commercial, legal, PR and other advisers the Consortium Advisers in connection with the Offer;
(i) working with tax advisers to finalise the Tax Structure Paper;
(jk) subject to Clause 2.102.4, any decision to contest or not contest any ruling of the Panel;
(l) any decision regarding the squeeze-out of any minority shareholders following the Effective Date; and
(km) any decision regarding the seeking or making of an application to cancel the admission to trading of the Target Shares from AIM.
2.7 Subject to Clauses 2.3, 2.4, 2.5 and 2.8, the Steering Committee may determine its processes and procedures as it sees fit.
2.8 Subject to Clause 2.10, all decisions required to be taken in respect of the Offer shall be taken by the Steering Committee, and shall require the unanimous approval of the Representatives. In the event that unanimous approval is not obtained, either Representative shall be entitled to escalate the matter for discussion and approval by more senior persons within each Investor’s respective organisations.
2.9 Without prejudice to Clause 2.6(c), the Steering Committee may (i) designate any person to communicate decisions of the Steering Committee to the Target, the Panel, advisers engaged by the Investors, Topco or Bidco, and other third parties, and (ii) act as the primary point of contact for the Target and its advisers.
2.10 2.4 Each Party agrees that:that:
(a) it shall not, other than as required by the Panel, vary or waive any term or condition of, or amend any term or condition of, the Offer and/or the Transaction (including any amendment to the amount or nature of the Offer consideration or any extension of the Long Stop Date Consideration or any election to implement the Offer by way of a Takeover OfferScheme) without the prior written consent of each of the Investors;
(b) it shall not, other than as required by the Panel, confirm to any person or declare that any condition of the Offer has been fulfilled without the prior written consent of each of the Investors;Investors;
(c) it shall not confirm to any person that any ruling of the Panel relating to any of the matters referred to in Clauses 2.10(a2.4(a) or 2.10(b2.4(b) will not be contested without the prior written consent of each of the Investors; and;
(d) each document to be entered into in connection with the Offer and/or the Transaction Document shall be approved by each of the Steering Committee Investors before its execution or publication; and
(e) it shall promptly share with each other all relevant information obtained or developed by either of them or their Agents and in their or their Agents’ possession regarding the day-to-day operations of the Tevat Group (or any part of it) and the Target Group (or any part of it), subject to (where necessary) execution by the relevant Party of hold harmless letters and confidentiality undertakings, provided that advice, information and analyses prepared solely for internal use by a Party is not required to be shared under this Clause 2.4(e).
2.11 Each Investor shall be entitled to appoint, remove and replace two (2) directors to the boards of Topco and Bidco.
Appears in 1 contract
Samples: Consortium Bid Agreement
Conduct of the Offer.
2.1 Each Investor Party agrees to co-operate with each other reasonably and Bidco in good faith, with the aim of agreeing the terms and conditions of the Transaction, and acknowledges in particular that the following documents have been executed or will be adopted (as appropriate):
(a) a shareholders’ agreement in respect of Tevat (the “Shareholders’ Agreement”)
(b) a subscription agreement in respect of Hilardo’s subscription for Shares in Tevat (the “Subscription Agreement”);
(c) new Articles; and
(d) new articles of association for Zakiono.
2.2 Each Party shall use its reasonable endeavours to procure the Rule 2.7 Announcement is published in accordance with the Code before 10.00a.m. 10.00 a.m. on 24 14 April 20182021, or at such later date as the Investors may agree.
2.2 2.3 The Investors have established a committee (shall co-operate with each other reasonably and in good faith to agree the “Steering Committee”) which shall be responsible for the day-day- to-day conduct of the Offer on behalf of the Parties, in particular those matters set out in Clause 2.6.
2.3 The Steering Committee comprises two members, one appointed on behalf of Antin Holdco (the “Antin Representative”) and one on behalf of WSIP Holdco (the “WSIP Representative”).
2.4 The Investors agree that any member of the Steering Committee shall be entitled to appoint a proxy or alternate to attend meetings of the Steering Committee and vote on behalf of that relevant member, provided that prior notice has been provided to the other members of the Steering Committee.
2.5 Antin Holdco shall be entitled to remove and replace the Antin Representative on not less than two (2) Business Days’ notice to WSIP Holdco. WSIP Holdco shall be entitled to remove and replace the WSIP Representative on not less than two (2) Business Days’ notice to Antin Holdco.
2.6 Subject to Clause 2.10, the Steering Committee shall be responsible for:particular:
(a) any revision of the structure and terms (including any increase to the price) of the Offer, including any election, subject to the Panel’s consent (as required), to implement the Offer by means of a Takeover Offer Scheme at any time;
(b) the general conduct and implementation of the Offer and the obtaining of all consents and approvals in relation to it;
(c) liaising, negotiating, or otherwise communicating with the Target, its shareholders, its lending banks or its advisers, any regulatory authority or body or exchange (including any rating agencies) (together, the “Interested Parties”) with respect to the Offer;Offer;
(d) agreeing on the financing of the Offer;
(e) determining the Total Funding Commitment and the timing and amount of subscriptions to be made pursuant to Clause 4;
(ef) approving all public announcements and other communications concerning the Offer (including the Rule 2.7 Announcement) and sharing and agreeing public relations (PR) material to be used jointly and individually in connection with the Offer;
(fg) overseeing the drafting, execution and delivery of any Offer Document (including determining the timing of publication of any Offer Document);
(gh) agreeing the Budget and any amendments to the Budget;
(hi) engaging advisers on behalf of the Consortium other than those already appointed and specified in Clause 5.1;
(j) giving instructions to financial, accounting, tax, commercial, legal, PR and other advisers the Consortium Advisers in connection with the Offer;
(i) working with tax advisers to finalise the Tax Structure Paper;
(jk) subject to Clause 2.102.4, any decision to contest or not contest any ruling of the Panel;
(l) any decision regarding the squeeze-out of any minority shareholders following the Effective Date; and
(km) any decision regarding the seeking or making of an application to cancel the admission to trading of the Target Shares from AIM.
2.7 Subject to Clauses 2.3, 2.4, 2.5 and 2.8, the Steering Committee may determine its processes and procedures as it sees fit.
2.8 Subject to Clause 2.10, all decisions required to be taken in respect of the Offer shall be taken by the Steering Committee, and shall require the unanimous approval of the Representatives. In the event that unanimous approval is not obtained, either Representative shall be entitled to escalate the matter for discussion and approval by more senior persons within each Investor’s respective organisations.
2.9 Without prejudice to Clause 2.6(c), the Steering Committee may (i) designate any person to communicate decisions of the Steering Committee to the Target, the Panel, advisers engaged by the Investors, Topco or Bidco, and other third parties, and (ii) act as the primary point of contact for the Target and its advisers.
2.10 2.4 Each Party agrees that:that:
(a) it shall not, other than as required by the Panel, vary or waive any term or condition of, or amend any term or condition of, the Offer and/or the Transaction (including any amendment to the amount or nature of the Offer consideration or any extension of the Long Stop Date Consideration or any election to implement the Offer by way of a Takeover OfferScheme) without the prior written consent of each of the Investors;
(b) it shall not, other than as required by the Panel, confirm to any person or declare that any condition of the Offer has been fulfilled without the prior written consent of each of the Investors;Investors;
(c) it shall not confirm to any person that any ruling of the Panel relating to any of the matters referred to in Clauses 2.10(a2.4(a) or 2.10(b2.4(b) will not be contested without the prior written consent of each of the Investors; and;
(d) each document to be entered into in connection with the Offer and/or the Transaction Document shall be approved by each of the Steering Committee Investors before its execution or publication; and
(e) it shall promptly share with each other all relevant information obtained or developed by either of them or their Agents and in their or their Agents’ possession regarding the day-to-day operations of the Tevat Group (or any part of it) and the Target Group (or any part of it), subject to (where necessary) execution by the relevant Party of hold harmless letters and confidentiality undertakings, provided that advice, information and analyses prepared solely for internal use by a Party is not required to be shared under this Clause 2.4(e).
2.11 Each Investor shall be entitled to appoint, remove and replace two (2) directors to the boards of Topco and Bidco.
Appears in 1 contract
Samples: Consortium Bid Agreement
Conduct of the Offer.
2.1 Each Investor The Parties shall agree and Bidco shall use its reasonable endeavours to procure implement a strategy for making the Rule 2.7 Announcement is published in accordance with the Code before 10.00a.m. on 24 April 2018, or at such later date as the Investors may agree.Offer.
2.2 The Investors have established a committee Parties shall, prior to release of an announcement under Rule 2.7 of the Code (the “Steering Committee2.7 Announcement”), incorporate Bidco (and those JVCos which are required prior to the 2.7 Announcement) which shall be responsible for the day-to-day purpose of the proposed Offer and shall as required agree in good faith any further matters in relation to the JVCos, including the timing of their incorporation to the extent not incorporated prior to the 2.7 Announcement, their ownership structure, to obtain a mutually acceptable and beneficial structure for the Offer, and for holding any shares in Target acquired by Bidco pursuant to the Offer, in each case as contemplated by the Structure Paper. All JVCos are and shall continue to be until the Effective Date, unless otherwise agreed in writing by the Parties, owned (directly or indirectly) by the Parties in the Relevant Proportions.
2.3 Subject always to the provisions of Clause 8, the Parties agree to work together in good faith towards reaching unanimous agreement on:
2.3.1 the pricing and other offer terms including the manner of announcement and implementation of the Offer (and any pricing strategy or revisions relating thereto);
2.3.2 the manner and timing of all discussions with Target, its management and any of its shareholders or other stakeholders;
2.3.3 the general conduct of the Offer on behalf Offer;
2.3.4 the structure of the PartiesOffer and finalising the Structure Paper (it being acknowledged that a Party will take all reasonable steps to accommodate the other Party’s structuring requirements in respect of ERISA);
2.3.5 the incorporation of EquityCo and any JVCo and the corporate governance arrangements of such entities, including the board composition of any such entity, in particular those matters set out in Clause 2.6.appointing one or more persons from each Party to facilitate and take responsibility under the Code (together with such other persons as may take responsibility under Code) for each Party as may be agreed with the Panel prior to the 2.7 Announcement;
2.3 The Steering Committee comprises two members, one appointed on behalf of Antin Holdco 2.3.6 the definitive documentation required to implement the Offer (the “Antin RepresentativeOffer Documentation”) and one on behalf of WSIP Holdco (the “WSIP Representative”).
2.4 The Investors agree that any member of the Steering Committee shall be entitled to appoint a proxy or alternate to attend meetings of the Steering Committee and vote on behalf of that relevant member), provided that prior notice has been provided to the other members of the Steering Committee.
2.5 Antin Holdco shall be entitled to remove and replace the Antin Representative on not less than two (2) Business Days’ notice to WSIP Holdco. WSIP Holdco shall be entitled to remove and replace the WSIP Representative on not less than two (2) Business Days’ notice to Antin Holdco.
2.6 Subject to Clause 2.10, the Steering Committee shall be responsible for:including:
(a) any revision of the structure and terms (including any increase an offer letter to be presented to the price) board of the Offer, including any election, subject to the Panel’s consent (as required), to implement the Offer by means of a Takeover Offer at any timeTarget;
(b) a shareholders’ agreement relating to EquityCo (the general conduct “Shareholders’ Agreement”) and implementation articles of association or other constitutional documents of EquityCo and its subsidiaries, the Offer and terms of which shall be consistent with the obtaining of all consents and approvals in relation to it;Term Sheet;
(c) liaisingthe public documentation necessary or desirable in connection with any announcement relating to the Offer and implementation the Offer (including, negotiating, or otherwise communicating with the Target, its shareholders, its lending banks or its advisers, any regulatory authority or body or exchange (including any rating agencies) (togetherwithout limitation, the “Interested Parties”) with respect to the Offer;2.7 Announcement);
(d) determining the Total Funding Commitment and the timing and amount form of subscriptions irrevocable undertakings to be made pursuant to Clause 4;
(e) approving all public announcements and other communications concerning the Offer;
(f) overseeing the drafting, execution and delivery of any Offer Document (including determining the timing of publication of any Offer Document);
(g) agreeing the Budget and any amendments to the Budget;
(h) giving instructions to financial, accounting, tax, commercial, legal, PR and other advisers given in connection with the Offer;
(ie) working with tax advisers to finalise the Tax Structure PaperECLs and such other documents required for certain funds financing purposes;
(jf) subject to Clause 2.10, the documents required for the Financing (as defined below);
(g) the terms of appointment of any decision to contest or not contest adviser as set out in an Engagement Letter between the relevant adviser and any ruling of the PanelJVCo and/or either Party; and
(kh) any other agreements as may be determined necessary or desirable in connection with the announcement and implementation of the Offer;
2.3.7 the strategy and financing of any market purchases of Target Securities Interests;
2.3.8 the debt financing of the Offer (the “Financing”), including the selection and appointment of financing banks, arrangers and other advisers (other than the financing banks set out in Schedule 2);
2.3.9 the strategy for the syndication of the Financing;
2.3.10 the appointment (other than the advisers set out in Schedule 2) or instruction of any advisers to or on behalf of any JVCo (but, for the avoidance of doubt, this shall not apply to any appointment or instruction given to advisers acting on behalf of any Party where the work undertaken pursuant to such appointment or instruction does not give rise to the incurrence of Joint Bid Costs);
2.3.11 the scope of confirmatory due diligence on Target;
2.3.12 any decision relating to Target’s management;
2.3.13 any decision regarding the seeking or making of an application to cancel the admission to trading of Target;
2.3.14 the Target Shares from AIM.
2.7 Subject actual or purported waiver, treating as satisfied, invocation or amendment of any condition or of any pre-condition to Clauses 2.3, 2.4, 2.5 and 2.8the Offer, the Steering Committee may determine its processes and procedures as it sees fit.
2.8 Subject to Clause 2.10, all decisions required to be taken in respect extension of any acceptance period of the Offer shall be taken by or similar and/or the Steering Committee, and shall require the unanimous approval revision of terms of the Representatives. In Offer, or the event that unanimous approval is not obtained, either Representative shall be entitled to escalate the matter for discussion and approval by more senior persons within each Investor’s respective organisations.
2.9 Without prejudice to Clause 2.6(c), the Steering Committee may (i) designate any person to communicate decisions lapsing or withdrawal of the Steering Committee to the Target, the Panel, advisers engaged by the Investors, Topco Offer;
2.3.15 any decision regarding any remedies or Bidco, and other third parties, and (ii) act as the primary point of contact for the Target and its advisers.
2.10 Each Party agrees that:
(a) it shall not, other than as divestitures that might be required by the Panel, vary a regulatory or waive any term or condition of, or amend any term or condition of, the Offer and/or the Transaction (including any amendment to the amount or nature of the Offer consideration or any extension of the Long Stop Date or any election to implement the Offer by way of a Takeover Offer) without the prior written consent of each of the Investors;
(b) it shall not, other than as required by the Panel, confirm to any person or declare that any condition of the Offer has been fulfilled without the prior written consent of each of the Investors;
(c) it shall not confirm to any person that any ruling of the Panel relating to any of the matters referred to in Clauses 2.10(a) or 2.10(b) will not be contested without the prior written consent of each of the Investors; and
(d) each document to be entered into governmental authority in connection with the Offer and/or concerning Target, including all matters regarding the negotiations and terms and conditions of any such remedies or divestitures. For the avoidance of doubt, where such decision solely concerns the asset(s) of any Party (and not Target), such decision shall be made at the sole discretion of that Party (and if such decision concerns an asset in which both Parties are invested, the decision shall be made only with the consent of both Parties);
2.3.16 any decision to waive any regulatory condition in respect of the Transaction shall be approved or any decision to proceed with completion of the Transaction notwithstanding that any such regulatory condition has not been satisfied; and
2.3.17 subject always to the requirements of the Code or other applicable law or regulation to which the Parties are directly or indirectly subject and Clause 2.7, the timing of the release of the public documentation contemplated by Clause 2.3.6(c) or any other announcement in connection with the Steering Committee before its execution or publicationOffer.
2.11 Each Investor 2.4 For the avoidance of doubt, the Parties shall be entitled to appoint, remove and replace two (2) directors not release the 2.7 Announcement until they have reached unanimous agreement on each matter set out in Clause 2.3 above to the boards extent that such decisions are necessary to be taken prior to release of Topco and Bidco.the 2.7
Appears in 1 contract
Samples: Joint Bid Agreement
