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PRACTICE NOTES
What is the Combined Heat and Power Quality Assurance scheme (CHPQA)? The CHPQA is a scheme operated on behalf of the Department for Energy Security and Net Zero (DESNZ) in consultation with the devolved administrations in Scotland, Wales and Northern Ireland. DESNZ was established on 7 February 2023 and has taken over the energy portfolio of the former Department for Business, Energy and Industrial Strategy (BEIS), which no longer exists, including its functions in respect of the CHPQA. The aim of the certification scheme is to assess, monitor and improve the quality of combined heat and power (CHP) in the UK. CHP is an important part of the UK’s low-carbon ambitions, as it uses the waste energy produced by electricity generation to provide heat directly to domestic and non-domestic properties (broadly, in the form of hot water and steam conveyed through a circuit of pipes; it is therefore a particularly efficient form of generation and is sometimes known as ‘co-generation’). For further information on CHP projects generally, see Practice Note: An introduction to Combined
GLOSSARY
Issued to pension scheme members by employers and pension providers to give individuals details of both their private and state pension forecast together. It is operated by the DWP.
GLOSSARY
Bodies corporate established by order of the Secretary of State having functions relating to economic development and regeneration and transport (see the Local Democracy, Economic Development and Construction Act 2009, s 103(1)-(7)).
PRACTICE NOTES
What is combined heat and power? Combined Heat and Power (CHP) is a technology used to provide heating and electricity for a building or industrial process. It is the simultaneous generation of heat and power in a single process. These have traditionally been gas-fired, however that does not necessarily have to be the case. Traditional heating systems burn fuel to produce heat, which is then distributed around a building. At the same time, electricity is generated in a power station usually by burning fuel and using this to heat steam, which is used to generate electricity. The waste heat produced during power generation is usually disposed of, wasting energy. CHP uses the fuel (typically gas) to generate electricity, with the waste heat put to work heating a building or process. The electricity can be used on site, or exported to the grid. CHP systems can be noisier compared to a traditional boiler system, and the exhaust emissions require consideration to ensure they remain within acceptable limits. The capital cost of a CHP system is higher compared to
GLOSSARY
A permit to operate combustion plant from the EA under the Environmental Permitting (England and Wales) Regulations 2016 as amended. Required in relation to back up diesel generators for an operational nuclear power station.
GLOSSARY
A comfort letter is a written assurance, usually from a parent company, major shareholder or bank, intended to give a lender, investor or counterparty “comfort” about another party’s financial support, performance or intentions, without necessarily creating a binding guarantee. In UK and Irish practice (England and Wales, Scotland, Northern Ireland and Ireland), the term is descriptive rather than statutory and its legal effect depends on wording and context.Comfort letters are widely used in banking and finance, project finance, acquisitions and capital markets. They may state an intention to maintain a subsidiary’s solvency, to ensure it can meet obligations, or to refrain from disposing of shares. They can range from non‑binding expressions of present intention to documents that, on proper construction, amount to enforceable obligations or collateral warranties.Case law in the UK and Ireland focuses on whether the language, surrounding negotiations and commercial context show an intention to create legal relations. Parties must therefore draft with precision, using clear disclaimers (where truly non‑binding comfort is intended) or guarantee-style language (if binding support is agreed), and consider director and solvency duties when issuing such letters.
PRECEDENTS
[On headed notepaper of comfort letter provider] To: [insert the full name and address of the lender] [insert date] Dear [insert full name of lender] Facility Agreement dated [insert date] (the Facility Agreement) between [insert name of borrower] (the Borrower) and [insert name of lender] (the Lender). 1 The Borrower has provided to us a copy of the executed Facility Agreement and we have approved and are aware of the obligations being taken on by the Borrower under it. 2 Unless defined otherwise
PRECEDENTS
[On headed notepaper of comfort letter provider] To: [insert the full name and address of the lender] [insert date] Dear [insert full name of lender] Facility Agreement dated [insert date] (the Facility Agreement) between [insert
PRACTICE NOTES
Comfort letters are encountered in finance transactions relatively often. They take different forms and it is important from both the lender's perspective and the comfort letter provider’s perspective to understand their legal effect. Use of comfort letters in finance transactions Comfort letters are often used in finance transactions where the lender is not able to obtain a guarantee. (For information on guarantees, see: Guarantees—overview.) Comfort letters are generally issued by a parent or holding company giving 'comfort' to a lender about their support for a subsidiary in the context of a finance transaction. Comfort letters can vary widely in their effect and it is important for the parties to be clear at the outset what kind of letter is being issued and whether it is intended to be legally binding upon the provider or not. Comfort letters are generally not legally binding. It is rare to come across a comfort letter that is intended to be legally binding. Non-legally binding comfort letters A non-legally binding comfort letter will typically: • refer to the finance arrangements being
PRECEDENTS
[On headed notepaper of company] Strictly private and confidential To: [insert sponsor name] [insert sponsor address] Date: [insert date] Dear [insert name] [insert name of company] (the Company)—Application for admission to listing on the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange We are writing in connection with the application for admission to the Official List of the Financial Conduct authority (the FCA) of the entire issued and to be issued share capital of the Company (the Admission) (the Application). In connection with the Application, a prospectus (the Prospectus) has been prepared which includes the information required for a prospectus in accordance with the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) and other information required by the UK Listing Rules. In this letter, the UK Listing Rules, the PRM and the Transparency Rules shall mean those rules made under Part VI of the Financial Services and Markets Act 2000 (FSMA 2000) and the Disclosure Requirements shall mean Articles 17, 18 and 19 of the Retained
PRECEDENTS
[On headed notepaper of solicitor] Strictly private and confidential To: [insert nominated adviser name] [insert nominated adviser address] Date: [insert date] Dear [insert text] [Full name of company] (the Company) — Admission to trading on AIM We are writing in connection with the application for admission of the entire issued and to be issued share capital of the Company to trading on AIM (Admission) (the Application). In connection with the Application, an admission document dated [insert date] (the Admission Document) has been prepared which includes the information required for an admission document in accordance with Rule 3 and Schedule Two of the AIM Rules for Companies (the AIM Rules). Unless the context requires otherwise, words and expressions defined in the Admission Document have the same meanings when used in the letter. We are acting as the Company's solicitors in connection with the preparation and publication of the Admission Document, the Application and the Admission (together, the Transaction). We have performed the tasks normally undertaken by the solicitors acting for a company in connection with an application for admission of its securities
PRECEDENTS
[On headed notepaper of solicitor] Strictly private and confidential To: [insert sponsor name] [insert sponsor address] Date: [insert date] Dear [insert name] [insert name of company] (the Company) — Application for admission to listing on the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange We are writing in connection with the application for admission to the Official List of the Financial Conduct authority (the FCA) of the entire issued and to be issued share capital of the Company (Admission) (the Application). In connection with the Application, a prospectus (the Prospectus) has been prepared which includes the information required for a prospectus in accordance with the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) and other information required by the UK Listing Rules. In this letter, the UK Listing Rules and the PRM shall mean those rules made under Part VI of the Financial Services and Markets Act 2000, the disclosure requirements shall mean Articles 17, 18 and 19 of Assimilated Regulation (EU) 596/2014 (UK Market Abuse