Irrevocable undertakings. Bidco has received irrevocable undertakings from Blackstone Credit, Bybrook, Solus, Barings and CapRe to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is to be effected by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of 42,994,812 ADVANZ PHARMA Shares (representing, in aggregate approximately 87.90 per cent. of the limited voting share capital of ADVANZ PHARMA in issue on the Latest Practicable Date). Each of Blackstone Credit, Solus, Barings and CapRe have irrevocably undertaken to elect for the Cash Offer in respect of their respective entire holdings of ADVANZ PHARMA Shares, pursuant to the terms of their irrevocable undertakings. Bybrook has irrevocably undertaken to elect for the Alternative Offer in respect of its entire holding of ADVANZ PHARMA Shares pursuant to the terms of its irrevocable undertaking. Each of Blackstone Credit and Solus have also irrevocably undertaken to transfer their Class A Shares and Class B Shares (as applicable), to Bidco in each case for an aggregate nominal consideration of £1.00 subject to, and on or immediately prior to, the Scheme becoming Effective. Bidco has therefore received irrevocable undertakings to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is to be effected by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of a total of 43,014,925 ADVANZ PHARMA Shares (representing, in aggregate approximately 87.94 per cent. of the limited voting share capital of ADVANZ PHARMA in issue on the Latest Practicable Date). Further details of the irrevocable undertakings referred to above (and the circumstances in which they shall cease to be binding or otherwise fall away) are set out in Appendix III to this Announcement.
Irrevocable undertakings. The Avast Directors’ (and the Vxxxx Family Foundation’s) irrevocable commitments, further details of which are set out in Part A and Part B below, are in respect of, in aggregate, 381,057,227 Avast Shares, representing approximately 36.93% of the existing issued ordinary share capital of Avast on the Latest Practicable Date.
Irrevocable undertakings. (a) The WMVL Shareholders Irrevocable Undertakings
Irrevocable undertakings. Recipharm has received irrevocable undertakings to accept (or procure acceptance of) the Offer from each of the Consort Directors who hold Consort Shares in respect of their own shareholdings of, in aggregate, 81,172 Consort Shares representing approximately 0.2 per cent. of the existing ordinary share capital of Consort in issue at the Last Practicable Date. The undertakings from the Consort Directors remain binding in the event of a competing offer being made for Consort. Further details of these irrevocable undertakings (and the circumstances in which they will cease to be binding or otherwise fall away) are set out in Appendix 3 to this announcement.
Irrevocable undertakings. UK TopCo has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the LSEG General Meeting from the directors of LSEG in respect of 604,359 LSEG Shares, representing approximately 0.173 per cent. of the existing issued ordinary share capital of LSEG. The undertakings from the directors of LSEG will cease to be binding if the Scheme lapses or is withdrawn or if the LSEG Board or the supervisory board or the management board of DBAG changes or withdraws its recommendation (or its intention to recommend). In respect of the DBAG Offer, UK TopCo has received, in total, irrevocable undertakings from the directors of the management board of DBAG who are holders of DBAG Shares to accept the offer in respect of 60,060 DBAG Shares, representing approximately 0.032 per cent. of DBAG's registered share capital (excluding shares held in treasury). The undertakings from the directors of the management board of DBAG will cease to be binding if the DBAG Offer lapses or is withdrawn or if the LSEG Board or the supervisory board or the management board of DBAG changes or withdraws its recommendation (or its intention to recommend). Further details of these irrevocable undertakings are set out in Appendix 4 to this announcement.
Irrevocable undertakings. LMP Bidco has received irrevocable undertakings from each of the Xxxxxxx Xxxxxx Directors who hold Xxxxxxx Xxxxxx Shares to vote, or procure voting, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 379,430 Xxxxxxx Xxxxxx Shares, representing, in aggregate, approximately 0.49 per cent. of the share capital of Xxxxxxx Xxxxxx in issue on 18 September 2019 (being the latest practicable date prior to publication of this Announcement). These irrevocable undertakings remain binding in the event a competing offer is made. In addition, certain of these Xxxxxxx Xxxxxx Directors have also irrevocably undertaken to use all reasonable endeavours to procure that their close relatives who hold Xxxxxxx Xxxxxx Shares (and who have beneficial holdings, in aggregate, of 525,613 Xxxxxxx Xxxxxx Shares representing approximately 0.67 per cent. of the issued share capital of Xxxxxxx Xxxxxx as at 18 September 2019 (being the latest practicable date prior to publication of this Announcement)), vote, or procure voting, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting.
Irrevocable undertakings. Deutsche Bank has received irrevocable undertakings to vote in favour of the Scheme and any resolutions to approve, or that are otherwise required to implement, the Scheme or the Transaction (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such Offer) in respect of a total of 29,873,585 of Numis Shares, representing in aggregate approximately 27.2 per cent. of Numis’ issued share capital, further details of which are set out below. See Appendix 3 for a breakdown of these irrevocable undertakings. The Numis Directors have irrevocably undertaken to vote in favour of the Scheme and any resolutions to approve, or that are otherwise required to implement, the Scheme or the Transaction (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such Offer), in respect of their own beneficial holdings, totalling 4,795,099 Numis Shares in aggregate and representing approximately 4.4 per cent. of Numis’ issued share capital. These irrevocable undertakings shall lapse and cease to be binding if: (i) the Scheme Document or Offer Document (as the case may be) is not despatched to Numis Shareholders within 28 days (or such longer period as may be permitted by the Panel) of this announcement; or (ii) on the earlier of: (a) the Long Stop Date; or (b) the date on which the Transaction (whether implemented by way of a Scheme or an Offer) is withdrawn or lapses in accordance with its terms (other than in circumstances where the Transaction is withdrawn or lapses as a result of Deutsche Bank exercising its right to implement the Transaction by way of an Offer in accordance with the Code rather than by way of a Scheme or vice versa). Deutsche Bank has also received an irrevocable undertaking from Aktieselskabet af 1.3.2017 to vote in favour of the Scheme in respect of its entire beneficial holding of Numis Shares, totalling 25,078,486 Numis Shares in aggregate and representing approximately 22.8 per cent. of Numis’ issued share capital. This irrevocable undertaking shall lapse and cease to be binding if:
(i) the Scheme Document or Offer Document (as the case may be) is not despatched to Numis Shareholders within 28 days (or such longer period as Deutsche Bank, with the consent of the Panel, determines) of this announcement; or (ii) on the earlier of:
(a) the Long Stop Date; or (b) the date on which the Transaction (whether implemented by way of a Scheme or an Offer) is w...
Irrevocable undertakings. The obligations of DSP Group and Ceva to effect the transactions contemplated by this Agreement shall be subject to the satisfaction of the following pre-condition: Each of the Parthus Shareholders listed on Schedule 7.1 hereto (the “Undertaking Shareholders”) (which schedule sets forth all of the directors and executive officers of Parthus and each beneficial owner of 3.5% or more of the outstanding Parthus Ordinary Shares (in the form of Parthus Ordinary Shares or Parthus ADSs) of which Parthus has knowledge), shall have delivered to DSP Group, no later than 12 p.m., London time on the day of the release of the press release announcing the execution of this Agreement, an irrevocable undertaking in agreed form (an “Irrevocable Undertaking”) pursuant to which such Undertaking Shareholders shall agree to give Ceva a proxy to vote all of the Parthus Ordinary Shares held by Undertaking Shareholders at the Court Meeting and the EGM to effect the Scheme.
Irrevocable undertakings. As described above, Parker has received irrevocable undertakings from the directors of Meggitt to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (and, if the Acquisition is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by Parker in accordance with the terms of the irrevocable undertakings) in respect of those Meggitt Shares that they legally and/or beneficially hold and the voting rights of which they control, amounting to, in aggregate, 409,769 Meggitt Shares, representing approximately 0.05 per cent. of the issued ordinary share capital as at 30 July 2021 (being the last business day before this announcement). The undertakings from the directors of Meggitt remain binding in the event of a higher competing offer for Meggitt and will cease to be binding only if (i) the Scheme Document is not despatched to Meggitt Shareholders within 28 days (or such longer period as may be permitted by the Panel) after the date of this announcement; (ii) Xxxxxx announces that it does not intend to make or proceed with the Acquisition and no new, revised or replacement Takeover Offer or Scheme is announced in accordance with Rule 2.7 of the Code at the same time; (iii) if the Takeover Offer or Scheme lapses or is withdrawn and no new, revised or replacement Takeover Offer or Scheme has been announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time; or (iv) any competing offer for the entire issued and to be issue share capital of Meggitt becomes or is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes effective. Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.
Irrevocable undertakings. Fairfax has received irrevocable undertakings from the Apollo Shareholders to accept the Offer in respect of aggregate holdings of 158,999,085 Brit Shares, representing approximately 39.7 per cent. of the ordinary share capital of Brit in issue at close of business, London time, on 16 February 2015. Fairfax has received irrevocable undertakings from the CVC Shareholders to accept the Offer in respect of aggregate holdings of 134,567,032 Brit Shares, representing approximately 33.6 per cent. of the ordinary share capital of Brit in issue at close of business, London time, on 16 February 2015. Fairfax has also received irrevocable undertakings from Xxxx Xxxxxxxx, Xxxx-Xxxxx Xxxxxxxx and Xxxxxxx Xxxx, being the Brit Directors who hold Brit Shares, to accept the Offer in respect of aggregate holdings of 1,387,120 Brit Shares, representing approximately 0.35 per cent. of the ordinary share capital of Brit in issue at close of business, London time, on 16 February 2015. Therefore, in total, Fairfax has received irrevocable undertakings to accept the Offer in respect of aggregate holdings of 294,953,237 Brit Shares, which represent approximately 73.7 per cent. of the ordinary share capital of Brit in issue on 16 February 2015. Further details of these irrevocable undertakings are set out in Appendix III.
