RE: Notice of General Meeting (7 Oct 2025)7 Oct 2025 16:12
The 30p does not appear to be "locked" as the Acquisition is still subject to the Exceptional Conditions .... no?
Condition ii) is "the Audit Opinion not being the subject of any Modified Opinion in relation to the FY24 Balance Sheet" ... what is to stop S coming back again with a further reduced figure when the accounts are finally issued and the audit opinion changes??
QUOTE
Exceptional Conditions
The Acquisition is conditional upon, among other things, the following Exceptional Conditions: (i) publication of the Audited Accounts on or before 31 October 2025 (or such later date as Sidara and Wood may agree in writing); (ii) the Audit Opinion not being the subject of any Modified Opinion in relation to the FY24 Balance Sheet; (iii) there having been no termination (other than by reason of a voluntary prepayment and/or cancellation in respect of the Interim Facility or the New Money Facility) or acceleration of any Amended Wood Debt Facility with an outstanding principal amount of $20 million or higher; (iv) the A&E Effective Date having occurred on or before 31 December 2025 (or such later date as Sidara and Wood may agree in writing); and (v) certain other conditions relating to the implementation of the A&E Implementation Deed, the Lock Up Agreement and/or any Lender Waiver. Further details are set out in sections 3(A), 3(B), 4(A), 5(A)(i) and 5(B) of Part A of Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document.
There can be no certainty that the Exceptional Conditions will be satisfied, and their satisfaction is outside of the control of Sidara and Wood.
In addition, Bidco and Wood have requested, and the Panel Executive has exceptionally agreed, that the Exceptional Conditions are not subject to Rule 13.5(a) of the Code. As a result, it would not be necessary for Bidco to obtain the consent of the Panel in order for Bidco to invoke any of the Exceptional Conditions, nor would it be necessary for the circumstances which cause any of the Exceptional Conditions not to be satisfied to be of material significance to Bidco in the context of the Acquisition.
Accordingly, none of the Exceptional Conditions is capable of being waived by either Wood or Bidco and therefore, if any of the Exceptional Conditions is not satisfied, the Acquisition will automatically lapse.
UNQUOTE
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