Protekto Ltd (Protekto) is a leading global technology company.

White & Case has advised Protekto on a number

of strategic acquisitions over the last 5 years including its US$1.5 billion takeover of Predo Ltd, a major European
security software provider. 

Given its rapid growth, Protekto intends to raise further capital by conducting an initial public offer (or, IPO) by
listing on the London Stock Exchange (or, LSE). Protekto has engaged White & Case to advise on its proposed
IPO. 

Relevantly, two years ago, Protekto entered into a facilities agreement with Bank Skoto. This facilities agreement
provided for a £800 million term loan facility and a £200 million revolving credit facility. In anticipation of its
proposed IPO, Protekto intends to renegotiate key elements of the facilities agreement including the interest rate
and maturity dates. The lenders are open to renegotiating the facilities agreement given the restrictions and
covenants imposed on Protekto no longer need to be as stringent given it will now be regulated as a publicly listed
entity. 

Protekto’s Board must approve the company’s entry into the renegotiated facilities agreement with Bank Skoto
prior to the IPO. You have taken responsibility of project managing the approval process, and amongst other tasks,
you need to prepare the board minutes (including the board resolutions) to facilitate the approval. Please note that
for a transaction of this nature, it is typical that a director will have an interest that must be declared. Directors will
usually be directors of multiple companies within the Group that are also a party to the transaction.

Download the precedent for the board resolution below, and with the information available to you, complete the
board resolution for your Senior Associate to review. 

Sub-task (b)

Your team is responsible for drafting the sections of Protekto’s prospectus which set out the key information of the
facilities agreement (and other debt facilities). Your supervising Partner, Nisha, sends you the following email:

‘Hi there –

We need to prepare certain sections of the company’s prospectus as part of the IPO process. As you worked
on helping Protekto renegotiate and amend its facilities agreement with Bank Skoto, it would be great if you
could have a go at the first draft of one of the sections. 

To assist you with this task, I have attached two paragraphs of a recent prospectus we prepared in a similar
deal. Based on the summary of the facilities agreement attached, can you amend the two paragraphs to fit the
specific details of this transaction. There may be parts which you can’t complete (because you don’t have all
the information) – where this is the case, please leave a note in the relevant section to that effect.

Once you’ve completed the first draft, please send it to your Senior Associate for their review and they’ll be
able to provide feedback.

Best regards

Nisha'