Code of Practice The search powers covered in this Checklist are subject to the Recovery of cash: search powers, code of practice under section 292. Cash search powers A police, immigration, customs, Serious Fraud Office (SFO) officer or an accredited financial investigator (the relevant officer) may only exercise the power to search where the following criteria are met: Premises • the relevant officer must already have lawful authority to be present on the premises either under another statutory power or by invitation • the relevant officer must have reasonable grounds to suspect that cash is on the premises that is either recoverable property or is intended for use in unlawful conduct, see Practice Note: Cash searches under the Proceeds of Crime Act 2002 • the relevant officer must have reasonable grounds to suspect that the amount of cash is greater than the statutory minimum amount of £1,000 Vehicles • it must appear to the relevant officer that the vehicle is under the control of a person (ie the suspect) who is in, or is in the vicinity of, the

Cash seizure and detention under POCA 2002 Chapter 3 under Part 5 of the Proceeds of Crime Act 2002 (POCA 2002) provides for the recovery of cash in summary proceedings in England and Wales and the associated powers of search, seizure, detention and forfeiture of cash. Under POCA 2002, s 294, specified officers can seize cash suspected of being either recoverable property or which is intended by any person for use in unlawful conduct. For information on cash searches, see Practice Note: Cash searches under the Proceeds of Crime Act 2002, which also covers what is cash, recoverable property and unlawful conduct in detail. POCA 2002, Pt 5, Chs 3A and 3B (recovery of listed assets in summary proceedings and forfeiture of money held in certain accounts) contain complementary powers for the forfeiture of items of personal property, like precious metals and jewels and monies held in bank accounts. See further, Practice Notes: Recovery of listed assets under the Proceeds of Crime Act 2002 and Seizure and forfeiture of monies held in bank accounts under the Proceeds

Leveraged finance facilities agreements often provide that a percentage of the group's excess cashflow be applied in prepayment of the facilities. This percentage may start at 100% but often reduces in stages as the group's leverage ratio improves. Excess cashflow is typically defined in the financial covenants section of the facilities agreement and may constitute, eg the group's cashflow for the relevant year, less debt service payments and any voluntary prepayments.

In a UK context, an invitation by an offeror to offeree shareholders to tender their shares for cash, with the aim of acquiring a specific number/percentage of offeree shares. A tender offer made under the Code must be in cash and can usually only be made for a stake of less than 30%. It can be made at a fixed price, with a pro rata scale back if tenders exceed the number of shares sought, or at a maximum price. If the tender is under-subscribed, each shareholder will receive the maximum price offered (subject to any minimum acceptance threshold being achieved). In the case of an over-subscription, the strike price will be the lowest price at which the number of shares offered for is met; all shareholders tendering shares at or below that price will receive that price, with tenders being scaled back pro rata, if necessary. See further: Voluntary and partial offers—Tender offers. In other jurisdictions including the US, a tender offer can be used as an alternative to a fixed price offer. Shareholders specify the price at which they are willing to sell their shares and, if shareholders tender sufficient shares to give the offeror a controlling stake at an acceptable price, all shareholders tendering shares at or below the strike price will receive that price.

Where the consideration consists of offeror securities, an arrangement entered into by the offeror with its financial adviser under which the offeree shareholders may elect to receive cash instead of securities, the cash being provided by the financial adviser which makes a separate offer to acquire those offeror shares'>consideration shares. Also known as cash underpinning.

Introduction This Practice Note will give a basic overview of the applicable tests for cashflow and balance sheet insolvency under section 123 of the Insolvency Act 1986 (IA 1986), in particular in the light of the leading judgment on the subject given by the Supreme Court in BNY Corporate Trustee Services v Eurosail-UK 2007-3BL (the Eurosail decision). The two tests Under IA 1986, s 122(1)(f), a company may be wound up by the court if the company is unable to pay its debts (see Practice Note: Compulsory liquidation—issuing a petition). Under IA 1986, s 123(1)(e), a company is deemed to be unable to pay its debts if it is proved to the satisfaction of the court that the company is unable to pay its debts as they fall due (so-called 'cashflow insolvency'). Under IA 1986, s 123(2), a company is also deemed to be unable to pay its debts if it is proved to the satisfaction of the court that the value of the company’s assets is less than the amount

A cashflow forecast is not the same as an income and expenditure budget, although it looks very similar. An income and expenditure budget predicts net profit (income less expenditure)

Creating a portfolio of assets in which the payments received (interest, dividends) match the payments (such as pension benefits) out.

A statement in a company's annual report which shows how much cash has been earned, and how it has been spent during the financial year.

A cashflow forecast is useful only if it is monitored. You should compare your predicted cashflow against actual cashflow

The total amount of income – both interest and principal repayments – that are generated by a bond, listed in chronological order.

What is a cashless exercise of options? The ‘cashless exercise’ of options or a 'cashless exercise facility' refers to the mechanism by which share options can be exercised on the basis of an undertaking by the option holder to pay the exercise price (and often also any income tax and National Insurance contributions (NICs) payable by the option holder on the exercise of the option) out of the proceeds of sale of the shares acquired on exercise. This can involve all the acquired shares being sold or the sale of just enough shares to cover the cost of the exercise price and, where relevant, any income tax and NICs payable. In effect, a cashless exercise facility provides the option holder with a way of exercising an option without having to fund the exercise costs themselves up-front. Note that a cashless exercise is only usually possible in circumstances where enough shares are immediately sold after exercise (or sold within a period no more than approximately one week) to ensure that enough up-front cash is obtained from the sale of