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This Loan Note Instrument is made on [insert day and month] 20[insert year]

by

1. 1

   [insert name of offeror], incorporated in England and Wales under number [insert company number] whose Registered office is at [insert address] (Company)

Background

1. 1. (A)

      In order to facilitate a takeover offer for [offeree PLC] (the Offeree), the Company offered Offeree shareholders the opportunity to elect to receive Loan Notes of the Company as an alternative to receiving [cash AND/OR [and ]new Company Shares] as consideration for the sale of their shares in the Offeree to the Company (the Loan Note Alternative).

   1. (B)

      The offer terms are contained in [an offer document OR a scheme document] published by the Company on [date] 20[year] (the [Offer OR Scheme] Document) which sets out, inter alia, a summary of the principal terms of the loan notes proposed to be issued pursuant to the Loan Note Alternative.

   1. (C)

      The Company has by resolution of its directors passed on [date] 20[year] resolved to create up to a maximum nominal amount of £[insert number] [insert rate]%[