Disapplication of Pre-emption Rights – Deed of Waiver

Deed of Waiver of Pre-emption Rights

CO.ITA.04

A Waiver of Pre-emption Rights can be used as an alternative to using the statutory procedures for disapplying pre-emption rights, such as passing a special resolution under s.570 Companies Act 2006.

This form of letter is designed to be signed by all the company’s shareholders. The shareholders under this deed are waiving their pre-emption rights in respect of a proposed allotment of shares to be issued by the company. It should be executed by the shareholders as a deed, meaning that it will need to be signed and witnessed.

Note that a waiver of this type will require the unanimous consent of all the shareholders so may only be practical for companies with a relatively small shareholder base. A special resolution passed by written resolution will in contrast only require a 75% majority and therefore may be more practical if obtaining unanimity will prove difficult. However for companies with a small and unified shareholder base, this waiver will be a very useful alternative to seeking formal disapplication via the special or written resolution procedure.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

This Deed of Waiver of Pre-emption Rights is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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