Structure of the Acquisition. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Atkins and the Scheme Shareholders, under Part 26 of the Companies Act. The purpose of the Scheme is to provide for SNC-Lavalin Bidco to become the owner of the entire issued and to be issued share capital of Atkins. Under the Scheme, the Acquisition will be achieved by the transfer of the Scheme Shares by the Scheme Shareholders to SNC-Lavalin Bidco in consideration for which the Scheme Shareholders will receive cash on the basis described in paragraph 2 above. The procedure involves, among other things, an application by Atkins to the Court to sanction the Scheme. The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 31 July 2017 (or such later date as SNC-Lavalin and Atkins may, with the consent of the Panel, agree and, if required, the Court may approve): • a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of each class of the Scheme Shares held by those Scheme Shareholders; • the resolution(s) necessary to implement the Scheme is/are passed by the requisite majority of Atkins Shareholders at the General Meeting (which will require the approval of Atkins Shareholders representing at least 75 per cent. of the votes cast at the General Meeting either in person or by proxy); • following the Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by SNC-Lavalin and Atkins); and • following such sanction, an office copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming Effective: (i) it will be binding on all Atkins Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Atkins Shares will cease to be valid and entitlements to Atkins Shares held within the CREST system will be cancelled. Any Atkins Shares issued before the Scheme Record Time will be ...
Structure of the Acquisition. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Meggitt and the Scheme Shareholders, under Part 26 of the Companies Act. The procedure involves, among other things, an application by Meggitt to the Court to sanction the Scheme, by which Scheme Shares held by Scheme Shareholders will be transferred to Xxxxxx in consideration for which the Scheme Shareholders will receive cash on the basis described in paragraph 2 above. The purpose of the Scheme is to provide for Xxxxxx to become the owner of the entire issued and to be issued share capital of Meggitt. The Scheme is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document. In particular, the Scheme will only become effective if, among other things, the following events occur on or before the Long-Stop Date: • a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders (or the relevant class or classes thereof); • the Resolutions are passed by the requisite majority of Meggitt Shareholders at the General Meeting (which will require the approval of Meggitt Shareholders representing at least 75 per cent. of the votes cast at the General Meeting either in person or by proxy); • certain antitrust and foreign investment approvals and clearances are obtained as detailed in Appendix 1 to this announcement; • the Scheme is sanctioned by the Court (with or without modification, on terms agreed by Xxxxxx and Meggitt); and • an office copy of the Scheme Court Order is delivered to the Registrar of Companies. Any Meggitt Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Meggitt Shares issued or transferred after the Scheme Record Time (other than to Xxxxxx and/or its nominees) to be automatically transferred to Xxxxxx (and, where applicable, for consideration to be paid to the transferee or the original recipient of the Meggitt Shares so transferred or issued) on the same terms as the Acquisition (other than terms as to ti...
Structure of the Acquisition. 3.1 The parties intend as at the date of this Agreement to implement the Acquisition by means of the Scheme. However, the Bidder shall have the right (a “Right to Switch”) (subject always to the consent of the Panel, if required), whether before or after the posting of the Scheme Document, to elect at any time to implement the Acquisition by way of an Offer only if:
Structure of the Acquisition. 3.1 The parties currently intend to implement the Acquisition by way of the Scheme. However, MMC and MMC BidCo shall be entitled, subject to the consent of the Panel, to implement the Acquisition by way of an Offer rather than the Scheme (a "Switch") only if:
Structure of the Acquisition. Scheme It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Codemasters and the Codemasters Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued share capital of Codemasters. This is to be achieved by the transfer of the Codemasters Shares to Bidco in consideration for which the Codemasters Shareholders who are on the Codemasters’ register of members at the Scheme Record Time will receive the cash consideration on the basis set out in Section 2 (The Acquisition) of this Announcement.
Structure of the Acquisition. Scheme The Acquisition will be effected by a Court-sanctioned scheme of arrangement between Horizon and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for PerkinElmer UK to become the owner of the entire issued and to be issued ordinary share capital of Horizon. Under the Scheme, the Acquisition is to be achieved by the:
Structure of the Acquisition. 2.1 The parties currently intend that the Acquisition be implemented by means of the Scheme, however, the Bidder may elect at any time (subject to the consent of the Panel), whether before or after the posting of the Scheme Document, to implement the Acquisition by way of the Offer on the same terms as those set out in the Announcement, subject to:
Structure of the Acquisition. 3.1 The Parties agree that the Acquisition will be implemented by way of the Offer. However, if the Parties agree in writing, the Acquisition will be implemented by way of the Scheme provided that the Scheme will be effected on the same terms as those set out in the 2.7 Announcement, subject to any modification or amendment to such terms and conditions as may be agreed by the Panel or which is necessary as a result of the switch from the Offer to the Scheme.
Structure of the Acquisition. It is intended that the Acquisition will be implemented by means of a Court-approved scheme of arrangement between Britvic and Britvic Shareholders under Part 26 of the Companies Act, although Carlsberg and/or Bidco reserves the right to implement the Acquisition by means of an Offer (subject to the consent of the Panel and the terms of the Cooperation Agreement). The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued share capital of Britvic. This is to be achieved by the transfer of the Britvic Shares to Bidco, in consideration of which the Britvic Shareholders who are on the register of members at the Scheme Record Time shall receive cash consideration on the basis set out in paragraph 2 of this announcement. The transfer of the Britvic Shares to Bidco will result in Britvic becoming a wholly owned subsidiary of Bidco. The Acquisition is subject to the Conditions and further terms set out below and in Appendix 1 to this announcement and to be set out in the Scheme Document and will only become Effective if, among other things, the following events occur on or before 11.59 p.m. on the Long Stop Date:
Structure of the Acquisition. It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement of Sumo under Part 26 of the Companies Act. The Scheme is an arrangement between Sumo and the Scheme Shareholders. The procedure involves, among other things, an application by Sumo to the Court to sanction the Scheme. The purpose of the Scheme is to provide for Tencent Bidco to become the owner of the entire issued and to be issued share capital of Sumo on the Effective Date, in consideration for which Scheme Shareholders will receive cash on the basis set out in paragraph 2 above. The Acquisition is subject to the Conditions and certain further terms set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme Circular, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date or such later date as Tencent and Sumo agree: a resolution to approve the Scheme is passed by a majority in number of Scheme Shareholders present and voting (and entitled to vote) at the Scheme Court Meeting, either in person or by proxy, representing not less than three-quarters in value of the Scheme Shares held by those Scheme Shareholders; the resolutions (including the Special Resolution) required to approve and implement the Scheme and to approve certain related matters are passed (by the requisite majority of Sumo Shareholders required to pass such resolutions) at the General Meeting; following the Scheme Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Tencent and Sumo); and a copy of the Scheme Court Order is delivered to the Registrar of Companies of England and Wales. The Acquisition is subject to the receipt of antitrust clearances in the United Kingdom and United States and a foreign-direct investment approval under the CFIUS regime in the United States (or the lapsing of applicable waiting periods). Upon the Scheme becoming Effective: (i) it will be binding on all Sumo Shareholders, irrespective of whether or not they attended or voted at the Scheme Court Meeting and the General Meeting (and, if they attended and voted, whether or not they voted in favour of the Scheme at the Scheme Court Meeting or in favour of or against the resolution(s) at the General Meeting); and (ii) share certificates in respect of Sumo Shares will cease to be of value and should be destroyed...
