Independent shareholders’ approval. The Company having obtained the approval of the independent shareholders of the Company in EGM of the issue of the New Common Shares to the Buyer and the granting of a special mandate for the issue of the New Common Shares at Closing pursuant to the terms of this Agreement.
Independent shareholders’ approval. As the Management Participation arrangements under (i) the Consortium Agreement entered into by the Executive Management Group; and (ii) the Rollover Agreement entered into by the relevant Participating Management Shareholders are not offered to all Shareholders, the Management Participation requires the consent of the Executive under Note 3 to Rule 25 of the Takeovers Code. The Offeror and the Joint Offerors will make an application for consent from the Executive in relation to the Management Participation conditional on the Independent Financial Adviser to the Independent Board Committee confirming that the Management Participation is fair and reasonable, and the passing of an ordinary resolution by the Independent Shareholders at the General Meeting to approve the Management Participation. Accordingly, as set out in Condition (h), the Proposal and the Scheme are subject to: (i) the receipt of an opinion from the Independent Financial Adviser to the Independent Board Committee confirming that the Management Participation is fair and reasonable; (ii) the passing of an ordinary resolution by the Independent Shareholders at the General Meeting to approve the Management Participation under the Takeovers Code; and (iii) the consent from the Executive to the Management Participation. OTHER INFORMATION IN RELATION TO THE PROPOSAL
Independent shareholders’ approval the requisite approval of the independent shareholders of the Company having been obtained at a general meeting of the Company by way of a poll for the entering into of this Agreement and the performance of all transactions contemplated under this Agreement, including the allotment and issue of the Consideration Shares, in accordance and in compliance with the Listing Rules and the memorandum and articles of association of the Company;
