Structure of the Offer Sample Clauses

Structure of the Offer. It is intended that the Offer will be implemented by means of a Court-sanctioned scheme of arrangement of Augean under Part 26 of the Companies Act. The Scheme is an arrangement between Augean and the Scheme Shareholders. The procedure involves, among other things, an application by Augean to the Court to sanction the Scheme. The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued ordinary share capital of Augean on the Effective Date, in consideration for which Scheme Shareholders will receive cash on the basis set out in paragraph 2 (The Offer), above. The Offer is subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document. A brief summary of certain of the Conditions to which the Offer will be subject are set out at paragraph 9 (Conditions), above. In order to become Effective, the Scheme must be approved 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. in value of the Scheme Shares held by those Scheme Shareholders. In addition, the implementation of the Scheme must also be approved by the requisite majority of Augean Shareholders at the General Meeting. The Scheme must also be sanctioned by the Court. Any Augean Shareholder is entitled to attend the Scheme Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme. The Scheme will only become Effective upon delivery to the Registrar of Companies of a copy of the court order sanctioning the Scheme. Upon the Scheme becoming Effective: (i) it will be binding on all Augean Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and/or the General Meeting (and, if they attended and voted, whether or not they voted in favour of the Scheme at the Court Meeting or in favour of or against the Resolutions at the General Meeting); and (ii) share certificates in respect of Augean Shares will cease to be of value and should be destroyed and entitlements to Augean Shares held within the CREST system will be cancelled. The Augean Shares will be acquired under the Offer fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature and together with all rights now or hereafter...
Sample 1
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Structure of the Offer. It is intended that the Offer will be effected by means of a Court-approved scheme of arrangement between Xxxxxxx Xxxxxx and Scheme Shareholders under Part 26 of the Companies Act. LMP Bidco reserves the right to elect to implement the Offer by way of a Takeover Offer (with the consent of the Panel and subject to the terms of the Co-operation Agreement). The purpose of the Scheme is to provide for LMP Bidco to become the holder of the entire issued and to be issued share capital of Xxxxxxx Xxxxxx. The Scheme is an arrangement between Xxxxxxx Xxxxxx and the Scheme Shareholders pursuant to which the Scheme Shares will be transferred to LMP Bidco in consideration for which the Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this Announcement. The Offer will be put to Xxxxxxx Xxxxxx Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Xxxxxxx Xxxxxx Shareholders voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Xxxxxxx Xxxxxx Shares voted. In addition, at the General Meeting to implement the Scheme a special resolution to approve the adoption of the Amended Xxxxxxx Xxxxxx Articles must be passed by Xxxxxxx Xxxxxx Shareholders representing at least 75 per cent. of the votes validly cast on that resolution. The General Meeting will be held immediately after the Court Meeting. The Scheme will also be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. Following the Meetings, the Scheme must be sanctioned by the Court. The Scheme will only become effective once an office copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all Xxxxxxx Xxxxxx Shareholders, whether or not they attended or voted at the Meetings (and if they attended and voted, whether or not they voted in favour). Subject to the satisfaction of the Conditions, the Scheme is expected to become effective in early 2020. Any Xxxxxxx Xxxxxx Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. Any Xxxxxxx Xxxxxx Shares issued after the Scheme Record Time will be subject to the Amended Xxxxxxx Xxxxxx Articles and be automatically transferred to LMP Bidco. The Offer will lapse if the Scheme does not ...
Sample 1Sample 2
Structure of the Offer. It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement between Stock Spirits and the Scheme Shareholders under Part 26 of the Companies Act. The procedure involves, among other things, an application by Stock Spirits to the Court to sanction the Scheme, by which the Scheme Shares held by Scheme Shareholders will be transferred to Bidco in consideration for which the Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement. The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued share capital of Stock Spirits. The Scheme will be subject to the Conditions and further terms referred to in Appendix 1 to this announcement and 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 Phase 1 clearance decision or decisions in the European Union are received;  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 not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders (or the relevant class or classes thereof);  each of the Resolutions necessary to implement the Scheme are passed by the requisite majority of Stock Spirits Shareholders at the General Meeting (which will require the approval of Stock Spirits Shareholders representing at least 75 per cent. of the votes cast at the General Meeting, either in person or by proxy);  the Scheme is sanctioned (with or without modification, on terms agreed by Bidco and Stock Spirits); and  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 Scheme 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 Stock Spirits Shares will cease to be valid and entitlements to Stock Spirits Shares held within the CREST system will be cancelled. The cash consideration for the transfer of the Scheme Shares to Bidco will be dispatched to Scheme Shareholders no later than 14 days after the Effective Date. Unless the Condition ...
Sample 1
Structure of the Offer. It is intended that the Offer will be implemented by way of a takeover offer under Part 28 of the Act and under the Takeover Code. The Wireless Shares shall be acquired under the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement, other than the Announced Dividends. The Offer Document and the Form of Acceptance accompanying the Offer Document will be published within 28 days of this announcement (subject to any extension agreed by News Corp (UK & Ireland) and Wireless with the consent of the Panel). The Offer Document and accompanying Form of Acceptance will be made available to all Wireless Shareholders at no charge to them. Wireless Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they will contain important information. An indicative timetable setting out the expected dates for implementation of the Offer will be included in the Offer Document. News Corp (UK & Ireland) reserves the right to elect (subject to the prior consent of the Panel) to effect the Offer by way of a court-sanctioned scheme of arrangement under Part 26 of the Act.
Sample 1

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