IRREVOCABLE UNDERTAKING From: Albert Mucklow
Transcript of IRREVOCABLE UNDERTAKING From: Albert Mucklow
IRREVOCABLE UNDERTAKING
From: Albert Mucklow
To: LondonMetric Property plc (the "Bidder") 1 Curzon Street London W1J 5HB
2019
Dear Sirs
Proposed acquisition of A&J Mucklow Group plc (the "Target") by the Bidder
It is proposed that an offer to acquire the entire issued and to be issued ordinary share capital of the Target
(the "Ordinary Shares") will be made by the Bidder substantially on the terms and subject to the conditions
set out in the draft press announcement attached at Schedule 1 (the "Press Announcement"), together with
such additional and further terms and conditions as are usual in transactions of this nature or as may be
required to comply with the Listing Rules and the requirements of the Code and/or such additional terms
and conditions as may be agreed with the Panel (the "Offer").
It is acknowledged that the Offer may be made by way of a Scheme or, subject in certain circumstances to
the consent of the Target, by way of Takeover Offer.
This letter sets out the terms on which I/we will vote in favour of or accept (as applicable) the Offer.
Certain terms used in this letter are defined in paragraph 7 below.
I/We, the undersigned, hereby irrevocably and unconditionally undertake, warrant, represent and agree with
the Bidder in the terms set out below:
1. WARRANTIES
I/We undertake, warrant and (in the case of paragraph 1 only) represent to the Bidder that:
1.1 I am/we are the beneficial owner of (or are otherwise able to control the exercise of all rights
attaching to, including the ability to procure the transfer of) and, unless otherwise specified in
Schedule 2, I am/we are the registered holder of, the number of Ordinary Shares listed in Schedule
2 (together the "Committed Shares", which expression shall include:
1.1.1 any Ordinary Shares of which Uwe may become the registered holder or beneficial
owner after the date of this letter; and
1.1.2 any other shares or interests in shares attributable to or deriving from the Ordinary
Shares listed in Schedule 2 or referred to in paragraph 1.1.1);
1.2 the Committed Shares comprise my/our entire interest in the share capital of the Target and I/we
are able to transfer such shares to the Bidder pursuant to the Offer free from all charges, liens,
encumbrances and adverse rights of any description and together with all rights now or
subsequently attaching to them, including the right to all dividends declared, made or paid after
the date of this letter (save as set out in the Press Announcement);
1.3 Uwe do not hold any options to subscribe for Ordinary Shares as at the date of this letter; and
1.4 I am/we are now able and have all relevant rights, power and authority to enter into this letter and
to perform all my/our obligations under this letter and, upon the Offer being made, will be able
23 May
to, accept, vote in favour of, or procure the acceptance of or vote in favour of, the Offer in respect
of the Committed Shares.
2. VOTING IN FAVOUR OF THE SCHEME OR ACCEPTANCE OF THE OFFER
Voting in favour of the Scheme
2.1 If the Offer is implemented by way of a Scheme, I/we undertake to:
2.1.1 exercise, or, where applicable, procure the exercise of, the voting rights in respect of the Committed Shares in favour of all the resolutions to approve the Scheme to be proposed at the general meeting and the Court convened meeting of the Target to be convened in
connection with the Scheme or any adjournments thereof (the "GM" and the "Court Meeting" respectively);
2.1.2 without prejudice to any right I/we have to attend and vote in person at the GM or Court Meeting, execute (or procure the execution of) any forms of proxy required by the Bidder in respect of the Committed Shares appointing any person nominated by the Bidder to attend and vote at the GM or the Court Meeting in favour of the resolutions to be proposed at the GM and the Court Meeting and to ensure that any such form of proxy is received by the Target's registrars not later than 3.00 p.m. on the tenth business day after the receipt by us of a document detailing the terms and conditions of the
Scheme (the "Scheme Document"); and
2.1.3 not to revoke the terms of any proxy submitted pursuant to paragraph 2.1.2 either in writing or by attendance at the GM or the Court Meeting or otherwise.
Acceptance of a Takeover Offer
2.2 If the Offer is implemented by way of a Takeover Offer, I/we undertake to accept or procure the acceptance of the Offer in respect of the Committed Shares. We agree to fulfil this undertaking by validly accepting the Offer in respect of the Committed Shares in accordance with the terms and conditions of the formal document containing the terms and conditions of the Takeover Offer
(the "Offer Document"), not later than 6.00 p.m. on the tenth business day after the receipt by us of the Offer Document or, in relation to Committed Shares falling within either paragraph 1.1.1 or paragraph 1.1.2, as soon as practicable after I/we become the registered holder or beneficial
owner of such Committed Shares.
3. ADDITIONAL UNDERTAKINGS
Restrictions
3.1 I/we further undertake:
3.1.1 that I/we will not (and will procure that any registered holder (if different) will not) sell, transfer, mortgage, charge or otherwise encumber, grant any option or other right over or otherwise deal with or dispose of any or all of the Committed Shares or any interest in any or all of them other than pursuant to the Offer;
3.1.2 that I/we will not (and will procure that any registered holder (if different) will not) accept (conditionally or unconditionally) any other offer in respect of any or all of the Committed Shares, by whatever means it is to be implemented;
3.1.3 that I/we will not acquire any further Ordinary Shares or any interest in any further Ordinary Shares without the prior written consent of the Bidder; and
3.1.4 that Uwe will not procure or enter into any agreement or arrangement (whether conditional or unconditional) to do any or all of the acts referred to in paragraphs 3.1.1 to 3.1.3 (inclusive).
3.2 Until such time as the Offer becomes wholly unconditional or lapses or is withdrawn Uwe will exercise by proxy or in person the votes attaching to the Committed Shares in respect of any resolution (whether or not amended) which is proposed at any general or class meeting of the Target, or at any adjournment thereof (a "Relevant Resolution"):
3.2.1 in favour of any such resolution the passing of which is necessary to fulfil any condition of, or otherwise assist in the implementation of, the Offer; and
3.2.2 against any such resolution which, if passed, might result in any condition of the Offer not being fulfilled or which might impede or frustrate the Offer in any way.
3.3 A resolution to adjourn a general or class meeting of the Target whose business includes the consideration of a Relevant Resolution, and a resolution to amend a Relevant Resolution, are also Relevant Resolutions.
Withdrawal
3.4 In the event that the Offer is implemented by way of Takeover Offer, Uwe shall not withdraw my/our acceptance of the Offer in respect of any or all of the Committed Shares notwithstanding that Uwe may have become entitled to withdraw our acceptance by virtue of the rules of the Code or the terms of the Offer and Uwe shall procure that our acceptance of the Offer is not withdrawn in respect of any or all of the Committed Shares.
Information
3.5 Uwe shall promptly on demand supply, or procure the supply of, to the Bidder all information relating to us and any other person with whom we are associated or connected for the purposes of the Code and/or the Companies Act and which the Bidder may reasonably consider to be required to be contained in any document relating to the Offer by any applicable law, the Listing Rules, the Code, the Panel, or any other applicable requirements. Uwe shall notify the Bidder promptly of any changes in such information, after becoming aware of the same.
Publicity
3.6 I/we consent to particulars of this letter being included in the Press Announcement and in the Offer Document or Scheme Document, as the case may be, and any other document issued in connection with the Offer and to this letter being made available for inspection as required by the Code.
Press Announcement
3.7 Uwe consent to the issue of the Press Announcement (substantially in the terms attached).
Confidentiality
3.8 I/we undertake that Uwe will keep the contents of this letter and the matters referred to in it strictly confidential pending the release of the Press Announcement save as required by any applicable law or pursuant to the Listing Rules or the Code.
Acknowledgement
3.9 I/we acknowledge that the Offer may not be made in or into certain jurisdictions or to persons in certain jurisdictions outside the United Kingdom as described in the Press Announcement and undertake not forward this letter, the Press Announcement, the Offer Document, the Scheme
Document or any other documentation sent to us in connection with the Offer in or into any such
jurisdiction or to any such person.
3.10 Nothing in this letter obliges the Bidder to announce or make the Offer.
4. TERMINATION
4.1 Save in respect of paragraphs 3.8, 4.2, 6.7, 6.9 and 6.10, the provisions of this letter will terminate
if:
4.1.1 the Press Announcement is not released at or before 8.00 a.m. on 23 May 2019 (or such
later time and date as may be agreed between us and the Bidder);
4.1.2 the Offer is implemented by way of a Takeover Offer, and the Offer Document is not
posted to the shareholders of the Target within the permitted period under the Code or
as otherwise agreed with the Panel;
4.1.3 the Scheme does not become effective or, as applicable, and the Offer lapses or is
withdrawn and no new, revised or replacement Scheme or Takeover Offer is or has been
announced at the same time;
4.1.4 the Offer is implemented by way of a Scheme, and the Scheme Document is not posted
to shareholders of the Target within the permitted period under the Code or as otherwise
agreed with the Panel;
4.1.5 the Offer is implemented by way of a Scheme, and the Scheme or any resolution to be
proposed is not approved by the requisite majority of the shareholders of the Target at
the GM or the Court Meeting; or
4.1.6 any event occurs or becomes known to the Bidder before despatch of the Offer
Document or Scheme Document as a result of which the Panel requires or agrees with
the Bidder that the Bidder need not make the Offer.
4.2 If the provisions of this letter terminate, Uwe shall have no claim against the Bidder and the Bidder
shall not have any claim against me/us save in respect of any breaches of contract committed prior
to termination.
5. POWER OF ATTORNEY
5.1 I/we irrevocably and by way of security for our obligations in this letter appoint each of the Bidder
and any director of the Bidder severally to be our attorney to execute as a deed and deliver on our
behalf a proxy form or forms of acceptance (as applicable) to be issued with the Scheme
Document or Offer Document (as applicable) in respect of the Committed Shares and to sign,
execute and deliver all other documents and to do all other acts and things as may be necessary
for or incidental to my/our voting in favour of the Scheme or if applicable, the acceptance of the
Offer in respect of the Committed Shares and/or for giving full effect to this letter on my/our
behalf in the event of our failure to comply with any provision of this letter within the specified
period and I/we irrevocably undertake to ratify such act if called upon to do so. This appointment
is irrevocable in accordance with section 4 of the Powers of Attorney Act 1971 until the expiry
of the period of the Offer or its termination pursuant to paragraph 4.
6. GENERAL
Registered holder
6.1 To the extent any of the Committed Shares are not registered in our name, I/we will procure that the registered holder(s) act in accordance with the terms of this letter.
Irrevocable obligations
6.2 Unless and to the extent otherwise specified, the undertakings, agreements, warranties, representations, consents, appointments and waivers set out in this letter are unconditional and irrevocable.
Time
6.3 Time shall be of the essence in relation to this letter both as regards the times, dates or periods mentioned in it and as regards any times, dates or periods which may, by written agreement between the Bidder and me, be substituted for them.
Definition of Offer
6.4 The expression "Offer" extends to any revised or increased offer made by or on behalf of the Bidder for the issued and to be issued share capital of the Target.
Remedy
6.5 I/we agree that if we should be in breach of any of the obligations in this letter, damages would be an inadequate remedy and that Bidder would be entitled to seek an order for specific performance without prejudice to any other rights which the Bidder may have.
Assigns
6.6 I/we agree that I/we shall not assign or purport to assign any of our rights or benefits under this letter.
Contracts (Rights of Third Parties) Act 1999
6.7 Nothing in this letter confers any rights on any person under the Contracts (Rights of Third Parties) Act 1999.
Independent advice
6.8 I/we confirm that I/we have been given adequate opportunity to consider whether or not I/we should sign this letter and I/we have had the opportunity to receive independent legal advice as to its nature and contents.
Law and jurisdiction
6.9 This letter, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims), shall be governed by and construed in accordance with English law.
6.10 In relation to any legal action or proceedings arising out of or in connection with this letter, I/we irrevocably submit to the exclusive jurisdiction of the English courts and waive any objection to such proceedings in the English courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum.
7. INTERPRETATION
7.1 In this letter:
"Code" means the City Code on Takeovers and Mergers (which is to be construed as meaning the edition of the Code in force at the date of this letter and all revisions and re-issues of the Code from time to time);
"Companies Act" means the Companies Act 2006 as amended;
"FCA" means the Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as amended);
"Listing Rules" means the listing rules, made by the FCA under Part 6 of FSMA, as amended
from time to time;
"Offer" means the offer by the Bidder to acquire all of the issued and to be issued Ordinary Shares
on, or substantially on, the terms and conditions set out in the Press Announcement, whether
implemented by way of a Scheme or a Takeover Offer;
"Panel" means the Panel on Takeovers and Mergers;
"Scheme" means a scheme of arrangement under Part 26 of the Companies Act; and
"Takeover Offer" has the meaning given to it in Part 28 of the Companies Act.
7.2 A reference to a person having an "interest in shares" or securities shall have the meaning given
under the definition in the Code of "interests in securities". The expression "dealing" is to be
construed in accordance with the definition of "dealings" in the Code.
7.3 The headings and sub-headings in this letter are for convenience only and shall not affect its
interpretation.
7.4 Unless the context otherwise requires, words denoting the singular shall include the plural and
vice versa.
This letter has been executed as a deed, is delivered and takes effect on the date stated at the beginning of
it.
SCHEDULE 1 Press Announcement
UK-626152618.2
SCHEDULE 2
Committed Shares
(1) (2) (3) (4)
Name of registered Name of beneficial Description of Number of shares
holder owner share
Hargreaves Lansdown Albert Mucklow Ordinary 103,450
Nominees Limited
(HLNOM)
UK-626152618.2 8
SIGNED and DELIVERED as a DEED by ALBERT MUCKLOW in the presence of:
UK-626152618.2 9