Completion - Mergers and Acquisitions (Private Acquisitions)

Preparing signature pages, which are signed in advance and then transferred to the engrossed final form of the document once it is ready for completion.

1. Counterparts signed by each party

1. final execution copies e-mailed to all parties and/or lawyers

2. each party prints and signs Signature page only

3. each party then returns a single email, attached to:

1. final version of document

2. .pdf copy of signed signature page

4. after signing/closing, final version of the document with copies of the executed signature pages is circulated by lawyers.

2. Print off and sign signature page from final document

1. final execution copies e-mailed to all parties and/or lawyers

2. each party prints and signs Signature page only

3. each party then returns a single email of:

1. .pdf copy of signed signature page;

2. authority to attach it to the final approved version of the document

4. after signing/closing, final version of the document with copies of the executed signature pages is circulated by lawyers.

3. Pre-signed signature pages collected before documents finalised

1. signature pages emailed to parties

2. signature page executed by each party and returned by email or courier, and held to the order of Signatory until authority is given for it to be attached to the document to be signed

3. once each document finalised, final version of the document emailed to each party and obtains confirmation that they have agreed the final version of the document and authorising their pre-signed signature page to be attached to the final version,

Will signature of an incomplete deed be sufficient for final version?

• Signatures on an incomplete draft deed (or contract) cannot be transferred to effectively execute a complete and amended final version.

• Document to be signed represents a "discrete physical entity at the moment of signing" and the requirement that a party sign an actual existing authoritative version of the contract document gives protection against fraud or mistake (R (on application of Mercury Tax Group Limited) v HMRC)

Seller:

1. BM to

1. confirm sale in accordance with directors' duties

2. approve draft SPA

3. appoint authorised signatory to execute.

4. certified copy of this BM's minutes to give to B on completion day.

2. Completion day BM

3. General Meeting only where:

1. consent to SPT

2. consent to D's service contracts over 2 years

3. alter articles of association

Buyer:

1. BM to

1. confirm purchase in accordance with directors' duties

2. approve draft SPA

3. appoint authorised signatory to execute it.

4. certified copy of this BM's minutes to give to S on completion day.

2. Where shares are being issued as consideration:

1. authorised share capital?

2. authority to allot?

3. pre-emption rights?

3. Repeat searches (e.g. insolvency search against S and target)

1. B and S attend - do they both have authority and are the right people attending?

2. B and S exchange/sign contracts

3. S transfers Shares to B

Procedure for the transfer of shares

1. Execution of transfer form

2. Production of share certificate to company

3. Payment of SDLT (legal ownership passes on payment of SDLT and registration in the company's register of members)

4. BM of target to approve the transfer and registration of the new shareholder in the register of members

5. Issuance of new share certificate

6. Update company registers