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 On 28 April 2017, each of the WMVL Shareholders has given an irrevocable undertaking in favor of the other Joint Offerors and the Offeror, pursuant to which each of them has irrevocably undertaken to implement the cancellation of the Shares held by them under the Scheme in consideration for the WMVL Cancellation Consideration. Each of the WMVL Shareholders has also irrevocably undertaken to the other Joint Offerors and Offeror that, among other things, (i) to the extent permitted under applicable laws, it will vote in favor of the resolutions to be proposed at the General Meeting to approve and give effect to the reduction of the share capital of the Company and any resolutions proposed at the General Meeting to assist the implementation of the Scheme or are necessary for the Scheme to become effective; (ii) to otherwise support the Scheme and provide such undertakings to the Grand Court as are appropriate and necessary for the Scheme to be approved; and (iii) it shall not: (x) sell, transfer, charge, mortgage, encumber, create or grant any option over or otherwise dispose of any interest in any of the Shares owned by it; (y) accept or give any undertaking to accept any other offer in respect of all or any of such Shares; or (z) purchase or acquire any Shares other than with the consent of the Offeror. As at the date of this announcement, (i) the WMVL Shareholders hold in aggregate 224,600,000 Shares (of which 185,625,000 Shares are held by SSL and 38,975,000 Shares are held by SBL), representing approximately 2.66% of the total issued share capital of the Company; and (ii) the WMVL Shareholders hold in aggregate 224,600,000 WMVL Shares (of which 185,625,000 WMVL Shares are held by SSL and 38,975,000 WMVL Shares are held by SBL), representing 100% of the total issued share capital of WMVL. Upon the Scheme becoming effective, the WMVL Shareholders will receive the WMVL Cancellation Consideration, being the crediting of their WMVL Shares as fully paid in the amount of the Cancellation Consideration Price per WMVL Share.
Irrevocable undertakings. In aggregate, Paddy Power and Betfair have received irrevocable undertakings from: • those of the Betfair Directors who hold or are beneficially entitled to (or may, upon the exercise or vesting of options and/or awards, hold or become beneficially entitled to) Betfair Shares to vote in favour of the Scheme at the Court Meeting and the Betfair Resolutions to be proposed at the Betfair General Meeting, in respect of: • an aggregate of 256,221 Betfair Shares, representing, in aggregate, approximately 0.276 per cent. of Betfair’s ordinary share capital in issue on 7 September 2015 (being the latest practicable date prior to this Announcement); and • an aggregate of 1,701,895 Betfair Shares which may be issued upon the exercise or vesting of options and/or awards, representing, in aggregate, approximately 1.759 per cent. of Betfair’s fully diluted ordinary share capital in issue on 7 September 2015 (being the latest practicable date prior to this Announcement); and • those of the Paddy Power Directors who hold or are beneficially entitled to (or may, upon the exercise or vesting of options and/or awards, hold or become beneficially entitled to) Paddy Power Shares to vote in favour of the Paddy Power Resolutions to be proposed at the Paddy Power General Meeting to approve the Merger and related matters, in respect of: • an aggregate of 404,442 Paddy Power Shares, representing, in aggregate, approximately 0.918 per cent. of Paddy Power’s ordinary share capital in issue on 7 September 2015 (being the latest practicable date prior to this Announcement); and • an aggregate of 126,062 Paddy Power Shares which may be issued upon the exercise or vesting of options and/or awards, representing, in aggregate, approximately 0.283 per cent. of Paddy Power’s fully diluted share capital in issue on 7 September 2015 (being the latest practicable date prior to this Announcement). Further details of the irrevocable undertakings in relation to the Merger are set out in Appendix III 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. 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. 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. 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:
Irrevocable undertakings. Tesco has received irrevocable undertakings from the Booker Directors to vote in favour of the Scheme at the Scheme Court Meeting and the resolutions to be proposed at the Booker General Meeting (and if the Merger is subsequently structured as a Takeover Offer, to accept any Offer made by Tesco) in respect of their entire holdings, amounting to 120,555,793 Xxxxxx Xxxxxx in aggregate, representing approximately 6.8 per cent. of Xxxxxx’x existing issued ordinary share capital on 26 January 2017, being the last Business Day before the date of this Announcement. The undertakings from the Booker Directors will cease to be binding only if (i) Tesco announces that it does not intend to proceed with the Merger; (ii) the Merger lapses or is withdrawn; (iii) the Circular does not contain a unanimous recommendation from the Tesco Board to Tesco Shareholders to approve the resolutions to be proposed at the Tesco General Meeting; (iv) the Tesco Board withdraws, adversely modifies or adversely qualifies its recommendation; or (v) the Merger has not become effective by the Longstop Date. Booker has received irrevocable undertakings from the Tesco Directors to vote in favour of the resolutions to be proposed at the Tesco General Meeting in respect of their entire holdings, amounting to 400,970 Tesco Shares in aggregate, representing approximately 0.0049 per cent. of Tesco’s existing issued ordinary share capital on 26 January 2017, being the last Business Day before the date of this Announcement. In addition, all Tesco Directors who hold their Tesco Shares in the form of ADRs have irrevocably undertaken to vote in favour of the Tesco Resolutions to be proposed at the Tesco General Meeting in the event that their holdings convert from the form of ADRs to Tesco Shares (and they therefore become entitled to vote at the Tesco General Meeting), with such undertakings relating to, in aggregate, 277,200 Tesco Shares representing approximately 0.0034 per cent. of the existing issued ordinary share capital of Tesco on 26 January 2017, being the last Business Day before the date of this Announcement. The undertakings from the Tesco Directors will cease to be binding only if: (i) Booker announces that it does not intend to proceed with the Merger; (ii) the Merger lapses or is withdrawn: (iii) the Scheme Document does not contain a unanimous recommendation from the Booker Board to Booker Shareholders to approve the resolutions to be proposed at the Scheme Court Meeting and the Booker...
Irrevocable undertakings. 3.1 Upon the issue of the Settlement Shares to the Settlement Vendors pursuant to the terms of the Settlement Agreement, the Settlement Vendors will be entitled to participate in the Rights Issue and will (based on the terms of the Rights Issue) be entitled to subscribe for an aggregate of 13,275,897 Rights Shares (the "Settlement Rights Shares").
