Dated
------------
Deal summary
relating to the acquisition of
[TARGET COMPANY]
between
[SELLER]
and
[BUYER]
This document is a summary of information relating to the proposed acquisition of [TARGET COMPANY].
Target Company
Registered name:
|
[TARGET COMPANY]
|
Registered number:
|
[Number]
|
Registered office:
|
[ADDRESS LINE 1], [ADDRESS LINE 2], [ADDRESS LINE 3], [TOWN], [REGION], [POSTCODE], United Kingdom
|
Type of company:
|
Private company limited by shares
|
Directors:
|
[LIST DIRECTORS]
|
Company secretary:
|
[Registered Name]
|
Buyer
Registered name:
|
[BUYER]
|
Registered number:
|
[Number]
|
Registered office:
|
[ADDRESS LINE 1], [ADDRESS LINE 2], [ADDRESS LINE 3], [TOWN], [REGION], [POSTCODE], United Kingdom
|
Type of company:
|
Private company limited by shares
|
Directors:
|
[LIST DIRECTORS]
|
Company secretary:
|
[Registered Name]
|
Seller
Registered name:
|
[SELLER]
|
Registered number:
|
[Number]
|
Registered office:
|
[ADDRESS LINE 1], [ADDRESS LINE 2], [ADDRESS LINE 3], [TOWN], [REGION], [POSTCODE], United Kingdom
|
Type of company:
|
Private company limited by shares
|
Directors:
|
[LIST DIRECTORS]
|
Company secretary:
|
[Registered Name]
|
Warranties, indemnities and other buyer protection
The warranties are being given by all the sellers
The following limits apply to claims under the warranties:
Limit on all claims:
|
£[AMOUNT]
|
Minimum limit on single claim:
|
£[AMOUNT]
|
Cumulative minimum limit:
|
£[AMOUNT]
|
Time limit: general claims:
|
[PERIOD] years
|
Time limit: tax claims:
|
[PERIOD] years
|
Limitations on indemnities:
|
Indemnity claims are not subject to the limitations.
|
Completion and post-acquisition matters
The following arrangements will be put into place at completion:
[Registered Name]: the target company
Directors resigning:
|
No directors are resigning
|
New directors:
|
[NEW DIRECTORS]
|
Company secretary:
|
[Registered Name]
|
Chairperson of board:
|
[Registered Name]
|
Auditor:
|
[NEW AUDITORS]
|
Bank mandate:
|
The bank mandate is changing.
|
Accounting reference date:
|
[DATE]
|
Registered office:
|
No change.
|
Key employees for which compromise agreements required:
|
No compromise agreements are required.
|
New service contracts:
|
None required
|
Change of name:
|
No change.
|
Change articles:
|
Change the articles of association.
|
Completion Board Minutes
share purchase agreement
collaboration agreement
loan note instrument
loan note register
loan note certificate
taxation undertaking
Stock transfer forms
disclosure letters
letter of undertaking
compromise agreement (if required)
ancillary documents
Insurance adequacy letters or confirmation
written resolution re-classification of shares
amending annual return
share certificates
letters of resignation
letter of indemnity for lost share certificates
power of attorney (if required)
acknowledgement of no claims by any party
minutes by the seller re resolution to sell shareholding
guarantees in favour of the buyer
certified copy of any standard securities or floating charges
property enquiry certificates (if necessary)
Personal searches (if necessary)
Form 12 re; a named property
search against the seller (if a limited company)
companies house form 288b re resignations of secretary and directors
companies house form 288a re appointments of new secretary and directors.
Letters of postponement by sellers in favour of any lender (if required).
Raking agreement
companies House Form 466(Scot) alteration to a floating charge
Companies house Form 410 creation of a charge
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