Particulars disclosed. Employment
(a) Full and accurate anonymised particulars of or, in the case of a document, a copy of the following are Disclosed in the Data Room at folder 3:
(i) all the workers of each Group Company, each person who has accepted an offer of employment made by any Group Company but whose employment has not yet started and of each worker who has given, or has been given, notice of termination of his employment;
(ii) the standard form terms and conditions used by the Group to employ or offer employment to the persons referred to in (i) above and a representative sample of any non-standard terms so used;
(iii) the rate of their annual salaries/wages as at the Emoluments Date;
(iv) each agreement for the secondment to any Group Company of any person;
(v) each agreement for the provision of any consultancy service or the service of personnel (other than the Employees) to any Group Company;
(vi) each material written employment practice or policy operated in relation to any Group Company's workers or any group of them;
(vii) the constitution of each Representative Body and a statement of whether and, if so, to what extent each Representative Body is recognised, or has in the Relevant Period claimed recognition, by any Group Company for any purpose; and
(viii) any collective agreement, dismissal procedures agreement or union membership agreement to which any Group Company is a party or which is applicable to any Group Company and any proceedings against any Group Company brought by any Employee or former employee or any Group Company before any court or tribunal, including under or by virtue of the provisions of the Trade Union and Labour Relations (Consolidation) Xxx 0000.
(b) Except in respect of reimbursement of out-of-pocket expenses and normal accruals of emoluments after the Accounts Date and payment of salaries/wages for the current pay period and holiday pay for the current holiday year, no material sum is owing to any worker of any Group Company.
(c) Since the Emoluments Date no material change has been made in the rate of annual salaries/wages of any worker of any Group Company.
(d) There has been no misuse or unauthorised disclosure of confidential information by any former employee or former contractor that has had or is likely to have a material adverse effect upon the business of the Group.
Particulars disclosed. (a) The list annexed to the Disclosure Letter contains names of all the employees of each Group Company and the particulars of their employment set out in that list are accurate and complete.
(b) The terms and conditions of employment of all employees of each Group Company are in all material respects in accordance with the standard terms and conditions disclosed to the Purchaser, including any and all details about employee benefits and entitlements provided by law or collective bargaining agreements.
Particulars disclosed. Employment
(a) Full and accurate and where necessary, by virtue of any applicable Data Protection Legislation, anonymised particulars of or, in the case of a document, a copy of the following are set out in or annexed to the Disclosure Letter:
(i) the details of all the employees of each Group Company, each person who has accepted an offer of employment made by any Group Company but whose employment has not yet started and of each employee who has given, or has been given, notice of termination of his employment;
(ii) the contracts of employment of each Senior Employee;
(iii) a representative sample of the terms and conditions on which the employees of each Group Company other than the Senior Employees are employed or have been offered employment;
(iv) each agreement for the provision of any consultancy service or the service of personnel to any Group Company and for the secondment to any Group Company of any person;
(v) full details of any arrangement or practice under which any employee may receive any payment, whether contractual, customary or discretionary, by reference to his own performance or the performance of the whole or any part of the business of any Group Company
(vi) any arrangement or practice of any Group Company regarding redundancy payments, whether contractual, customary or discretionary, above the statutory payment;
(vii) each written employment practice or policy operated in relation to any Group Company’s employees or any group of them, whether contractual, customary or discretionary;
(viii) each loan or other financial assistance provided to any employee, or past or prospective employee, of any Group Company which is outstanding;
(ix) a description of the constitution of any works council or body of employee representatives and particulars of any recognised trade union; and
(x) particulars of any collective or workforce agreement, dismissal procedures agreement and trade union membership agreement.
(b) Except in respect of reimbursement of out-of-pocket expenses and normal accruals of emoluments after the Accounts Date, no sum is owing or promised to any employee of any Group Company or under any agreement referred to in paragraph 5.1(a).
Particulars disclosed. Incentives
(a) the rules of all Share Plans in which any Employees participate;
(b) details of all options or awards made to Employees of a Group Company under any Share Plan or option agreement including:
(i) the Share Plan under which the award was made;
(ii) confirmation of the company whose shares are subject to the award;
(iii) the date of grant;
(iv) the number of shares subject to the option or award;
(v) any exercise price payable by the Employee concerned (or confirmation that there is none); and
(vi) details of the performance conditions governing the vesting of an option or award (or confirmation that there are no such performance conditions) and whether these are met;
(c) all elections or agreements entered into in relation to the options granted to Employees including any National Insurance Elections, any National Insurance Recovery Agreements and any elections made in relation to restricted securities under Chapter 2 of Part 7 of ITEPA 2003;
(d) any agreements to recharge the costs of securities awards or options to any of the Group Companies;
(e) all documentation relating to any employee benefit trusts operated in conjunction with any Share Plans or option agreement, including funding arrangements and numbers of shares held in any trust; and
(f) compliance by any Group Company with all obligations to account for tax and/or social security contributions arising in any jurisdiction (including PAYE and National Insurance contributions) and all filing requirements in relation to Share Plans, including filing requirements under section 421J of the ITEPA 2003 and under section 306 of the Finance Xxx 0000.
Particulars disclosed full particulars or, in the case of a document, a copy of the following are contained in or annexed to the Disclosure Letter:
7.48.1. the names of all the workers of each Subsidiary, any Person who has accepted an offer of employment made by any Subsidiary but whose employment has not yet started and of any worker who has given, or has been given, notice of termination of his employment;
7.48.2. the terms and conditions on which the Persons referred to in 7.48.1 above are employed or have been offered employment including without limitation:
7.48.2.1. their emoluments;
7.48.2.2. any arrangement or practice under which any worker may receive, or any former worker has during the Relevant Period received, any payment, whether contractual, customary or discretionary by reference to his own performance or the performance of the whole or any part of the business of any Subsidiary;
7.48.2.3. any arrangement or practice regarding redundancy or severance payments, whether contractual, customary or discretionary, above the statutory payment;
7.48.2.4. any agreement for the provision of any consultancy service or the service of personnel to any Subsidiary;
7.48.2.5. any written employment practice or policy operated in relation to any Subsidiary’s workers or any group of them, whether contractual, customary or discretionary;
7.48.2.6. any loan or other financial assistance provided to any worker, or past or prospective worker, of any Subsidiary which is outstanding;
7.48.3. no proposal, assurance or commitment has been communicated to any Person regarding any change to his terms of employment or working conditions or regarding the continuance, introduction, increase or improvement of any benefit or any customary or discretionary arrangement or practice and no negotiations have commenced for any such matter.
7.48.4. all subsisting contracts of employment to which any Subsidiary is a party are terminable by it on three months’ notice or less without compensation (other than compensation pursuant to the Israeli Law).
7.48.5. except in respect of reimbursement of out of pocket expenses and normal accruals of emoluments after the Accounts Date, no sum is owing or promised to any worker of any Subsidiary or under any agreement.
7.48.6. since the Accounts Date, no change has been made in the rate of the emoluments of any worker of any Subsidiary and none have been proposed.
Particulars disclosed. The Disclosure Letter contains particulars, that are accurate in all material respects, of the following:
(1) the names and dates of birth of all the employees of each Group Company together with the dates their employment and period of continuous employment with the relevant Group Company commenced;
(2) the terms of employment (being notice period, restrictive covenants, confidentiality provisions, bonus arrangements, the rate of each employee’s emoluments and any other benefits or emoluments whether contractual or discretionary (where such benefits or emoluments are equivalent to a sum greater than £5,000 in each case) of (i) any person who has accepted an offer of employment made by any Group Company but whose employment has not yet started, (ii) any person who has been made an offer of employment but has not yet accepted it; and (iii) all employees of the Group Companies as at the Signing Date;
(3) the names and the terms of appointment of all officers of each Group Company including details of all fees, bonuses, commissions and benefits paid or provided to them whether contractual or discretionary in the 24 month period prior to the Signing Date;
(4) any agreement for the provision of consultancy services or the services of personnel to any Group Company and of the terms applicable to the secondment to any such Group Company of any person including fees payable, restrictive covenants and notice periods; and
(5) the constitution of any body of employee representatives, works council, staff association, trade union or the like and/or a copy of any information and consultation agreement.
Particulars disclosed. The Disclosure Letter contains full and accurate particulars of the following: Employees the names, dates of birth, date of commencement of employment and period of continuous employment for each Employee; of any offer made to any person who has accepted an offer of employment made by the Company but whose employment has not yet started and of any outstanding offer of employment made to any person by the Company; the current terms and conditions of employment (including salary, profit sharing, commission, bonus arrangements, normal hours of work, holidays, sick pay, cars or car allowances, share or stock options and any and all other benefits or emoluments whether contractual or discretionary) of all Employees; the names and the terms of appointment of all officers of the Company including details of all fees, bonuses, commissions and benefits paid or provided to them whether contractual or discretionary; any agreement or arrangement for the provision of consultancy services or the supply of personnel or labour to the Company and of the terms applicable to the secondment to the Company of any person; the constitution of any body of employee representatives, staff association, staff/employee committee or the like which represents the views of any of the Employees; and any staff handbook and/or employee policies, procedures and standing instructions affecting any Employee.
Particulars disclosed. There are, in relation to the Company:
(i) No works council or body of employee representatives or recognised trade unions;
(ii) No collective or workforce agreement, dismissal procedures agreement or trade union membership agreement.
Particulars disclosed. Incentives
(a) the rules of the Share Plan and any other agreements setting out the terms of share awards;
(b) all awards made to Employees of a Group Company under any Share Plan including:
(i) the Share Plan under which the award was made;
(ii) confirmation of the company whose shares are subject to the award;
(iii) the date of grant;
(iv) the number of shares subject to the award; and
(v) any exercise price payable by the Employee concerned (or confirmation that there is none);
(c) any Class 1 National Insurance elections and elections made in relation to restricted securities under Chapter 2 of Part 7 of the ITEPA 2003;
(d) any agreements to recharge the costs of securities awards or options to a Group Company; and
(e) all material documentation relating to any employee benefit trusts operated in conjunction with any Share Plan, including funding arrangements and numbers of shares held in any trust.
Particulars disclosed. The Disclosure Letter contains full and accurate particulars of the following:
(1) Employees
(a) the names and ages of all the employees of the Company together with the dates their employment and period of continuous employment with the Company commenced;
(b) full particulars of any person who has accepted an offer of employment made by the Company but whose employment has not yet started and of any outstanding offer of employment made to any person by the Company;
(c) the terms of employment (including profit sharing, commission, bonus arrangements and any other benefits or emoluments whether contractual or discretionary) of all employees of the Company and the rate of each employee's emoluments as at the date of this agreement;
(d) save as disclosed under paragraph (a) above, the names and the terms of appointment of all officers of the Company including details of all fees, bonuses, commissions and benefits paid or provided to them whether contractual or discretionary;
(e) full particulars of any agreement for the provision of consultancy services or the services of personnel to the Company and of the terms applicable to the secondment to the Company of any person;
(f) a description of the constitution of any body of employee representatives, staff association or the like;
(2) Pensions
(a) a copy of the Scheme Documents and, if not included in those documents, the basic information about the Scheme required to be given;
(b) full particulars of any payment from the Scheme to an employer which has been made or is proposed to be made from the Scheme;
(c) full written particulars of any arrangement with any person providing services of any nature in connection with the Scheme to the Company;
(d) full particulars of any customary or discretionary arrangement or practice of the Scheme in the five years before the date of this agreement and of any proposal to operate any such arrangement or practice in the future (including, without limitation, pension increases and early retirement benefits); and
(e) a copy of each contract of insurance, and of any associated agreement with the insurance company, relating to the Scheme and full particulars of the premiums payable under them.
