Lender definition

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Taking security—fixed charge—checklist

Taking security—fixed charge—checklist Scope of this Checklist This Checklist sets out the factors to consider when a company is proposing to grant a fixed charge. It assumes that an English or Welsh company will be granting a number of fixed charges to a lender situated in England or Wales. In this Checklist: • the company granting the fixed charge is called the 'chargor' • the entity to which the charge is granted is called the 'chargee', and • the document containing the fixed charge is called the 'security document' Fixed charges can be granted in a standalone security document or form part of the security created by a debenture (see: Documentation required to create a fixed charge below). For more information, see: Practice Note: Fixed and floating charges. Preliminary questions before taking security by way of a fixed charge • Is a fixed charge the appropriate method of taking security? ◦ A fixed charge can be granted by a company, limited liability partnership and other bodies corporate. It can also...

Reviewing board minutes—checklist

Reviewing board minutes—checklist STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. ECCTA 2023, Pt 1 contains a substantive package of proposals enhancing the role of Companies House and increasing the transparency of UK corporate entities. The provisions of the ECCTA 2023 come into force over an extended period. Many of the provisions in the legislation require detailed secondary legislation and guidance, and the construction of new technical processes and tools to implement the reforms. For more information, see Practice Notes: The Economic Crime and Corporate Transparency Act 2023—what Banking & Finance lawyers need to know, The Economic Crime and Corporate Transparency Act 2023—tracker and Corporate transparency reform—changes to company registers. Board minutes As part of the pre-completion process and satisfaction of the conditions precedent, lawyers acting for a lender in a typical financial transaction need to review the board minutes of the borrower, guarantor and any security provider. Following a board meeting of a company, the directors must...

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Regulated mortgage contracts—flowchart

Regulated mortgage contracts—flowchart Background to and scope of this flowchart On 31 October 2004 (a date known as ‘M Day’), lenders and intermediaries of regulated mortgage contracts (RMCs) became regulated. A person that carries on a regulated activity in the UK by way of business, where there is no applicable exclusion or exemption, must be authorised under the Financial Services and Markets Act 2000 (FSMA 2000). The purpose of this flowchart is to set out the main questions to ask a person to determine whether or not they are carrying on the following RMC activities that are regulated under the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, SI 2001/544 (RAO): • arranging (bringing about) RMCs (RAO, SI 2001/544, art 25A(1)) • making arrangements with a view to a person who participates in the arrangements entering into a RMC as a borrower (RAO, SI 2001/544, art 25A(2)) • making arrangements to enter into a RMC with a borrower on behalf of a lender (RAO, SI 2001/544, art 25A(2A)) •...

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Finance party default—lenders

It isn’t only borrowers that can get into financial difficulties. Failure by a lender to meet its lending commitments under a loan agreement could have severe implications for the borrower, who may not be able to meet its own financial commitments. It is also likely to have knock on effects for other lenders who may find the borrower’s ability to make repayments is impacted.The Loan Market Association’s (LMA) recommended form of senior multicurrency term and revolving facilities agreement (compounded rate/term rate) for leveraged acquisition finance transactions (LMA leveraged facilities agreement), and the other LMA leveraged finance facilities agreements, contain provisions to help counteract some of the potential problems that may arise on syndicated facilities in the event that a finance party is at risk of not meeting its obligations. While the LMA recommended forms of investment grade documentation do not include the provisions, parties may decide to include them in other syndicated facility agreements. The standard form documentation is available to LMA members on the LMA website.Only a small proportion...

Reporting on the findings of the due diligence review in a private equity buyout transaction

Reporting on the findings of the due diligence review in a private equity buyout transaction This Practice Note is part of the Lexis+® UK Corporate private equity buyout transaction toolkit. The reporting process Each adviser engaged to conduct due diligence should both report their key findings (especially any key issues and problems) as they are discovered and also then prepare a due diligence report to highlight material issues arising from their review exercise. The advisers’ engagement letters should set out the agreed timing, form and content of the due diligence report. Draft or interim reports may be prepared and circulated periodically throughout the process, so that material issues can be dealt with as they arise. Often, by the time the final report is submitted to the private equity investor, the investor will be aware of all material issues which may affect the transaction. The purpose of a legal due diligence report is to: • give the investor sufficient information about the target and to summarise that information...

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Occupier’s consent to mortgage

Occupier’s consent to mortgage THIS IS AN IMPORTANT DOCUMENT AND YOU SHOULD TAKE LEGAL ADVICE BEFORE SIGNING. IF YOU SIGN AND THE LENDER IS NOT PAID YOU MAY LOSE ANY INTEREST YOU MAY HAVE IN THE PROPERTY. Occupier: [insert name of occupier] of [insert address of Occupier] (the ‘Occupier’). Borrower[s]: [insert name(s) of Borrower(s)] of [insert address of Borrower(s)] [(the ‘Borrower’) OR (together, the ‘Borrowers’)]. Relationship to Borrower[s]: [daughter, son or as appropriate]. Property: the property known as [insert details][ registered at HM Land Registry under title number [insert title number]] (the ‘Property’). Lender: [insert name of Lender] incorporated in England and Wales with company registration number [insert company registration number] whose registered office is at [insert registered office address of Lender] (the ‘Lender’). Mortgage: a legal mortgage granted by the Borrower[s] in favour of the Lender to secure all sums due to the Lender as set out in the legal mortgage (the ‘Mortgage’). 1 In consideration of the Lender agreeing to make...

Facility letter (term loan): single company borrower—bilateral—unsecured

Facility letter (term loan): single company borrower—bilateral—unsecured [TO BE PRINTED ON THE HEADED PAPER OF THE LENDER] [insert name and address of borrower] [insert date] Dear [insert full name of borrower] We offer to place at your disposal a Sterling loan facility in the aggregate principal amount of £[insert amount in figures] ([insert amount in words] Sterling) [for the purpose of [insert details]] on the following terms and conditions: 1 Definitions 1.1 In this letter, unless otherwise provided: Base Rate • means the base rate of [the Lender OR [insert name of Bank]] for the time being and from time to time; Borrower • means [insert name of company], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address]; Business Day • means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in London; Commitment Expiry Date • means the earlier of the date falling [insert number]...

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Where an individual enters into a loan agreement secured by a charge over their property, is it appropriate for the individual to sign a Statement of High Net Worth?

Where an individual enters into a loan agreement secured by a charge over their property, is it appropriate for the individual to sign a Statement of High Net Worth? Under section 19 of the Financial Services and Markets Act 2000 a person cannot carry out a regulated activity, or purport to do so, in the UK unless they are either an authorised person (ie authorised by the Prudential Regulation Authority and/or the Financial Conduct Authority (FCA)), or an exempt person (eg by being an appointed representative). For an overview of the regulated activities regime in the UK, see Practice Note: What are regulated activities? Activities are regulated if they are of a ‘specified kind’ (ie specified by the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO 2001), SI 2001/544) which is carried on by way of business. For more information about what it means to carry on a regulated activity by way of business in the UK, see Practice Notes: What does 'by way...

If an individual buyer of shares from an individual seller agrees to a structure of deferred consideration, would such an accommodation or provision of credit by the seller to the buyer fall within the consumer credit act requiring the seller, as lender, to be authorised to avoid committing a criminal offence under the Financial Services Markets Act 2000?

If an individual buyer of shares from an individual seller agrees to a structure of deferred consideration, would such an accommodation or provision of credit by the seller to the buyer fall within the consumer credit act requiring the seller, as lender, to be authorised to avoid committing a criminal offence under the Financial Services Markets Act 2000? Entering into a regulated credit agreement as a lender is a specified (regulated) kind of activity unless it is an exempt agreement under Article 60C–60H of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO), SI 2001/544 (RAO, SI 2001/544, Art 60C–60H). The available exemptions under RAO, SI 2001/544 include: • RAO, SI 2001/544, Art 60C—Exempt agreements: exemptions relating to the nature of the agreement • RAO, SI 2001/544, Art 60D—Exempt agreements: exemption relating to the purchase of land for non-residential purposes • RAO, SI 2001/544, Art 60E—Exempt agreements: exemptions relating to the nature of the lender • RAO, SI 2001/544, Art 60F—Exempt agreements: exemptions relating to number of repayments...

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Enforcement of mixed debt security restricted under moratorium (Bluestone Mortgages v Stoute)

Restructuring & Insolvency analysis: In Bluestone Mortgages Ltd v Stoute, the High Court heard an appeal concerning the enforcement of a possession order by a mortgage lender where part of the secured debt was subject to a mental health crisis moratorium under the Debt Respite Scheme Regulations 2020. The core issue was whether, where a judgment or order relates to both a moratorium debt and non-moratorium debt, the creditor requires the court’s permission to enforce the non-moratorium part of the debt during a moratorium period. Mr Justice Mellor upheld the lower court’s interpretation of regulation 7 of the Debt Respite Scheme (Breathing Space Moratorium and Mental Health Crisis Moratorium) (England and Wales) Regulations 2020 (the Regulations), SI 2020/1311 such that it prohibits enforcement without court permission if any part of the debt is protected. The judgment reinforces that mixed security triggers moratorium protections. Practitioners advising secured lenders must take note: enforcement action, even when largely related to non-moratorium debt, may require the court’s permission if the moratorium debt is also...

Mccann Fitzgerald-led aib €1.2bn buyback set in motion

Law360, London: Dublin-based lender AIB Group plc said 8 May 2025 it has agreed to repurchase €1.2bn worth of its shares from the Irish state as it moves to further reduce the government's stake from its crisis-era financial bailout.