EXHIBIT 10
DIRECTOR'S IRREVOCABLE UNDERTAKING
To: The Directors
Cambridge Antibody Technology Group Plc
Milstein Building
Granta Park
Cambridgeshire CB1 6GH
and
Merrill Lynch International ("Merrill Lynch")
Merrill Lynch Financial Centre
2 King Edward Street
London EC1A 1HQ
Date 22nd January, 2003
Dear Sirs
Offer for Oxford GlycoSciences Plc (the "Target")
I understand that Cambridge Antibody Technology Group Plc (the "Bidder") is
considering merging with the Target, which merger will be effected by way of a
scheme of arrangement (pursuant to section 425 of the Companies Act 1985) (the
"Scheme") substantially on the terms and conditions set out in the attached
draft press announcement (the "Press Announcement"), together with such
additional terms and conditions as may be required to comply with the City Code
on Takeovers and Mergers (the "Code") and any other applicable law or regulation
and any additional terms and conditions agreed between Bidder and Target (the
"Merger").
1. Warranties and undertakings
I irrevocably confirm, undertake and warrant to the Bidder and Merrill
Lynch that:
(a) I am the registered holder and/or beneficial owner of the issued
fully paid shares of 5p each of the Target ("Target Shares"),
details of which are set out in Part A of the Schedule hereto
("Existing Shares");
(b) I will not, prior to the Effective Date (as defined in the Press
Announcement) or the date upon which this undertaking shall lapse in
accordance with paragraph 6 below, whichever occurs earlier:
(i) accept any offer in respect of or sell, transfer, encumber,
charge, grant any option over or otherwise dispose of or
permit the sale, transfer, charging or other disposition or
creation or grant of any other encumbrance or option of or
over any of the Existing Shares or any other shares or
securities of the Target issued or
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unconditionally allotted to me or in which I may otherwise be
interested after the date of this undertaking ("Further
Shares");
(ii) enter into any agreement or arrangement or incur or allow to
arise any obligation (conditional or unconditional) to do any
of the acts referred to in paragraph 1(b)(i) of this
undertaking;
(iii) dispose of any other shares or securities of the Target or any
interest therein (including any derivatives referenced to any
such securities).
(c) the Schedule hereto sets out full and accurate details of all the
shares and other securities in the Target in which I have or am
entitled to acquire an interest; and
(d) I have the full power and authority (free from any legal or other
restrictions) (and will at all times continue to have all relevant
authority) to enter into and perform this undertaking in accordance
with its terms.
2. Undertaking to vote in favour
I irrevocably undertake that:
(a) I shall or, where applicable, will procure that the registered
holder of the Existing Shares and the Further Shares (if applicable)
will, in person or by proxy cast all votes (whether on a show of
hands or a poll) in relation to the Existing Shares and the Further
Shares at the Oxygen Court Meeting (as defined in the Press
Announcement) and the Oxygen EGM (as defined in the Press
Announcement) in favour of the resolutions to approve the Scheme,
the reduction of the Target's share capital and the amendment of the
Target's articles of association together with any other resolutions
set out in the Scheme Document (as defined below) (the
"Resolutions") and against any resolution or proposal to adjourn the
Oxygen Court Meeting (as defined in the Press Announcement) or the
Oxygen EGM (as defined in the Press Announcement); and
(b) I shall after the despatch of the circular to be sent to
shareholders of the Target containing an explanatory statement in
respect of the Scheme (the "Scheme Document") (and without prejudice
to my right to attend and vote in person at the Oxygen Court Meeting
and the Oxygen EGM), return the signed forms of proxy enclosed with
the Scheme Document (completed and signed and voting in favour of
the Resolutions) in accordance with the instructions printed on
these forms of proxy, so that they are received by no later than
3.00 p.m. on the 15th day after the despatch of the Scheme Document.
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3. Documentation
(a) I consent to the issue of the Press Announcement incorporating
references to me and to this undertaking, subject to any amendments
which may be agreed by me or on my behalf by a member of the board
of directors of the Target.
(b) I understand and agree that, in accordance with the Code,
particulars of this undertaking and discloseable holdings of, and
dealings in, relevant securities of the Target will be contained in
the Scheme Document and that particulars of this undertaking will
also be contained in the document comprising listing particulars or
supplementary listing particulars to be issued by the Bidder (the
"Listing Particulars") and the circular to the Bidder's shareholders
to be issued by the Bidder (the "Circular") and that copies of this
undertaking will be available for inspection until the Effective
Date (as defined in the Press Announcement).
(c) I undertake to provide you with all such further information in
relation to my interests and those of any person connected with me
as you may require in order to comply with the requirements of the
London Stock Exchange, the UK Listing Authority, the Panel on
Takeovers and Mergers and any other legal or regulatory requirements
for inclusion in the Scheme Document, the Listing Particulars, the
Circular (or any other document required in connection with the
Scheme or the Merger), having verified that all such information is
true and accurate and not misleading and that there are no omissions
therefrom.
4. Director's undertakings
I, being a director of the Target, irrevocably undertake that I will, on
the Scheme becoming effective, exercise my powers as a director of the
Target to appoint promptly any persons nominated by the Bidder to the
board of the Target and shall approve alternate directors nominated by
such newly appointed directors.
5. Specific Performance
I recognise and acknowledge that if I should fail to perform my
obligations set out in this undertaking, or should otherwise be in breach
of any of those obligations, damages may not be an adequate remedy and
that, in addition to all other remedies the Bidder may be entitled to as a
matter of law, the Bidder may (at the Court's discretion) be entitled as a
matter of law to the remedies of injunction, specific performance and
other equitable relief and that no proof of special damages shall be
necessary for the enforcement of this undertaking.
6. Lapse
All obligations in this undertaking will forthwith lapse:
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(a) if the Press Announcement is not released on or before 28 February
2003; or
(b) if the Scheme Document, Listing Particulars and Circular are not
issued to shareholders by no later than the date falling 28 days
after the Press Announcement is made; or
(c) if the Effective Date (as defined in the Press Announcement) has not
occurred by 30 April 2003.
Any lapse of obligations pursuant to the terms of this paragraph 6 shall
have no effect on the rights and liabilities of the parties which have
accrued on or prior to such lapse.
7. Confirmations
I confirm that:
(a) in executing this document I am not a customer of Merrill Lynch for
the purposes of the rules of the Financial Services Authority and
that accordingly Merrill Lynch does not owe me any of the duties
which it owes to its customers; and
(b) I have been given an adequate opportunity to consider whether or not
to give this undertaking and to obtain independent advice.
8. Interpretation and general
(a) In this undertaking:
(i) the expression the "Scheme" shall (where appropriate) extend
to any increased or revised proposal by the Bidder in respect
of the terms of the Merger or any offer by the Bidder to
acquire all or any of the issued ordinary shares of the Target
which represents, on such basis as Merrill Lynch may
reasonably consider appropriate, no diminution in the value of
the consideration offered under the terms set out in the Press
Announcement;
(ii) references to the "Scheme Document", the "Listing Particulars"
and the "Circular" shall (where appropriate) include and
extend to any revised scheme document or supplementary listing
particulars;
(iii) references to "Existing Shares" and "Further Shares" shall
include and extend to any other shares or securities of the
Target attributable to or derived from the Existing Shares or
Further Shares and any securities issued in respect of the
Existing Shares or Further Shares or into which the Existing
Shares or Further
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Shares may be converted as a result of any reorganisation of
the share capital of the Target.
(b) Any time, date or period mentioned in this undertaking may be
extended by mutual agreement between the parties hereto or otherwise
as provided herein but as regards any time, date or period
originally fixed or so extended as aforesaid time shall be of the
essence.
(c) With regard to any of the Existing Shares or Further Shares not
registered in my name, the confirmations, warranties and
undertakings contained in this undertaking are given by me on behalf
of those persons in whose names such of the Existing Shares or
Further Shares are registered and I undertake to ensure the
compliance by such persons with those confirmations, warranties and
undertakings.
(d) No term of this undertaking is enforceable under the Contracts
(Rights of Third Parties) Act 1999 by a person who is not a party to
this undertaking other than the Bidder and/or Merrill Lynch.
9. Governing law
(a) This undertaking shall be governed by and interpreted in accordance
with English law.
(b) I hereby submit to the exclusive jurisdiction of the High Court of
Justice in England.
I have shown my acceptance of the terms of this undertaking by executing it as a
deed at the end of the Schedule.
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Schedule
Rajesh Parekh
Part A - Registered and beneficial holdings of Oxygen Shares
Number of shares: 71,212
Part B - Options and Oxygen Shares
(1) Scheme (2) Date of Grant (3) Exercise Price ((pound)) (4) Number of Shares
1994 Scheme Prior to 31/12/01 1.25 8,000
Prior to 31/12/01 1.25 80,000
Prior to 31/12/01 1.425 40,000
Prior to 31/12/01 2.125 80,000
Executive Scheme Prior to 31/12/01 17.25 51,000
Prior to 31/12/01 15.325 30,000
Prior to 31/12/01 11.00 20,000
Prior to 31/12/01 11.00 20,000
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EXECUTION:
Dated: 22nd January, 2003
SIGNED AND DELIVERED AS A DEED )
by RAJESH BHIKHU PAREKH )
acting by his duly appointed attorney )
DAVID RAYMOND EBSWORTH
........................................ )
in the presence of: )
Signature of Witness: Graham Gibb
Name of Witness: GRAHAM GIBB
Address: ONE BUNHILL ROW, LONDON EC1Y 8YY
Occupation: SOLICITOR
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