LPC: PRIVATE ACQUISITIONS SGS 1 ACTIVITY 2

PRIVATE ACQUISITIONS SGS 1:

INTRODUCTION TO AUCTION SALES

Legal Practice Course

Trainee

From: samtrainer@priceprior.com
Sent: [date of SGS]
To: trainee@priceprior.com
Subject: Project Shelley

LTC has decided to proceed with an auction of Eurolearn and Martin Saunderson has
sent me a copy of the information memorandum prepared by Manor Investments. As
this is an important document in the sale process, you will need to be familiar with it
and its legal consequences. I’d therefore like you to look into the following questions:

1. For the purposes of s.19 of FSMA, could the auction process be a ‘specified
activity’ and, if it is, how can the deal go ahead by way of auction?

2. What is the purpose of the eighth paragraph of the information memorandum

disclaimer?

3. Why does the first paragraph of the information memorandum disclaimer make it
clear that the information memorandum is “intended solely for a limited number of
persons”?

4. The information memorandum is essentially a brochure for selling Eurolearn.

Why in particular should LTC and Manor Investments be careful about
embellishing the virtues of Eurolearn in this document?

We need to begin thinking now about what legal considerations may arise on the sale
so that (as far as possible) we are not caught out by matters that cause delays or
disruptions that we could have spotted earlier. Please can you research the following,
making a brief note of the key points relating to each relevant issue:

5. What obligations in relation to selling a subsidiary should the board of LTC bear
in mind specifically as a result of LTC being a listed company?

6. In addition to the issues already mentioned above, what other matters should we
start considering in the early stages of the sale of Eurolearn?

Your answers to these six questions should provide us with a good checklist of
preliminary considerations for the deal.

Kind regards

Sam Trainer

LAW SCHOOL 14/01/24 15:17/LCH Page 1 of 1

PLEASE
RECYCL
E