This Practice Note is part of the Lexis+® UK Corporate Private equity buyout transaction collection. Timing Completion of the private equity buyout (MBO) transaction will take place either simultaneously with signing and execution of the formal documents or at a later date. If there are conditions to completion (of the acquisition and/or equity component), it will be at a later date (split exchange and completion) and if there are no conditions then completion will be simultaneous. The timing for post-completion tasks will vary according to the task. Some tasks will need to be undertaken in the days immediately following completion (such as paying stamp duty and filing forms with Companies House), whereas other post-completion actions may only be required in certain circumstances or not at all (such as making a warranty claim) or may not require the parties' lawyers to be involved (such as earn-out consideration payments made in accordance with the schedule of payments set out in the share purchase agreement (SPA) for the acquisition component). What happens during this

This Practice Note is part of the Share purchase transaction collection. Timing Completion of the share purchase transaction will take place either simultaneously with signing and execution of the share purchase agreement (SPA), or at a later date. If there are conditions to completion, it will be at a later date (split exchange and completion) and if there are no conditions then exchange and completion will be simultaneous. The timing for post-completion tasks will vary according to the task. Some tasks will need to be undertaken in the days immediately following completion (such as paying stamp duty and filing forms with Companies House), whereas other post-completion actions may only be required in certain circumstances or not at all (such as making a warranty claim) or may not require the parties' lawyers to be involved (such as earn-out consideration payments made in accordance with the schedule of payments set out in the SPA). What happens during this phase? Completion A share purchase transaction will be concluded with completion (also known as closing). At completion,

Project [insert name of project] 1 Preliminary 1.1 Heads of Agreement/Equity Term Sheet 1.2 Manager’s Questionnaires for: [insert names] 1.3 Management Business Plan 1.4 [Managers’ Tax Clearances] 2 Investment Documentation 2.1 Investment Agreement 2.2 Articles

[Acquisition OR Sale] of [insert name/description of target business] List of completion documents: Acquisition of the business of [insert business description] of [insert seller name] by [insert buyer name] Definitions: Buyer • means [insert name] Limited Seller • means

See completion-completion-date'>Date for completion/completion date.

Most contracts relating to commercial property incorporate the Standard Commercial Property Conditions (Third Edition—2018 Revision) (SCPC). SCPC 9 sets out how completion monies must be dealt with. See Practice Note: How does completion happen? for guidance on completion in general. How much is payable? The amount payable by the buyer on completion is the purchase price and the chattels price (less any deposit already paid to the seller or their agent) adjusted to take account of: • Apportionments made under SCPC 9.3) • any compensation to be paid or allowed under SCPC 10.3 • (where the contract obliges the seller to insure the property until completion) certain sums or premiums relating to insurance in the specific circumstances set out in SCPCs 8.2.2 and 8.2.3 Ensure that any VAT payable is taken into account (including VAT payable on apportionments) (see SCPC 2) and that any accrued interest (as defined in SCPC 1.1.1(a)) is also accounted for on completion. SCPC 2 provides that the seller warrants the sale of the property will constitute a supply chargeable to VAT at

The Chair of the Local Government Pension Scheme (LGPS) Advisory Board in England and Wales has written to the Minister of State at the Ministry of Housing, Communities and Local Government, Jim McMahon MP, to confirm that the Board will not be making any recommendations for LGPS benefit changes as a result of the completion of the 2020 cost management process undertaken by the Government Actuary’s Department (GAD). The letter explains that GAD completed its work on the scheme cost assessment using the methodology and assumptions agreed by the Board at its meeting in December 2023. At its July 2024 Board meeting, it received confirmation from GAD’s final report, completed on 24 June 2024, that LGPS costs were assessed as being 20.5% of pensionable pay, a 1% deviation above the 19.5% target overall cost as set out in the Local Government Pension Scheme Regulations 2013, SI 2013/2356 (LGPS Regs). The 1% deviation upwards from the LGPS’s target cost is in the range where the Board may make recommendations which would bring the scheme cost closer to the target cost, however it is not obliged to do so. The letter to the Minster of State confirms that, following discussion, the Board has agreed not to recommend any changes while also confirming that this outcome is consistent with the cost control mechanism process managed by HM Treasury concluded earlier in 2024.

This Practice Note explains SRA requirements and guidance on the process for applying for admission as a solicitor, following a training contract. It does not deal with qualification via the Solicitors Qualifying Examination (SQE) or via an apprenticeship. Admission requirements Under the training contract route to qualification, to be admitted as a solicitor a trainee must: • complete the academic stage, for which the options are: ◦ a qualifying law degree ◦ the Common Professional Examination ◦ an Exempting Law Degree, ie a qualifying law degree incorporating a Legal Practice Course, or ◦ an Integrated Course, ie a course incorporating the foundations of legal knowledge and the Legal Practice Course • complete the vocational stage by: ◦ passing the Legal Practice Course ◦ passing the Professional Skills Course, and ◦ completing a period of recognised training with an authorised training provider, ie, a training contract • satisfy the SRA’s character and suitability requirements From 1 November 2015, the SRA has permitted qualification via an apprenticeship route,

TO BE PRINTED ON THE HEADED PAPER OF THE BORROWER’S SOLICITORS To: [insert details of the lender’s solicitors] (the Lender’s Solicitors), and [insert details of the lender] (the Lender) Dear [insert organisation name] Completion undertaking This undertaking relates to the purchase of [insert property description] (the Property) by [insert borrower’s name] (the Borrower) pursuant to a sale contracted dated [insert date] made between [insert seller’s name] (the Seller) and the Borrower (the Sale Contract) and the grant of a first legal charge over the Property in favour of the Lender pursuant to a facility agreement dated [insert date] made between [insert details] (the Facility Agreement). In this letter references to ‘completion’ mean completion of the transfer of the Property to the Borrower (the Transfer) and not to the registration of the Transfer at HM Land Registry. We act for the Borrower. 1 We enclose: 1.1 the legal charge in the form prescribed by the Facility Agreement duly executed by the Borrower (the Legal Charge). We irrevocably authorise the Lender’s Solicitors to complete the Legal Charge on completion; 1.2 an official search certificate issued

TO BE PRINTED ON THE HEADED PAPER OF THE SELLER’S LENDER’S SOLICITORS To: [insert details of the buyer’s solicitors] (the Buyer’s Solicitors) [insert details of the buyer’s lender’s solicitors] (the Buyer’s Lender’s Solicitors), and [insert details of the buyer’s lender] Dear [insert organisation name] This undertaking relates to the sale of [insert property description] (the Property) by [insert seller’s name] to [insert buyer’s name] (the Transaction) and the discharge of the registered charge over the Property dated [insert date] (the Charge) in favour of [insert bank name] (the Bank). We act for the Bank. We confirm that: • we are holding to the order of the Bank the documents set out in Schedule 1 (the Release Documents) executed by the Bank in respect of the Charge [(copies of which are attached to this letter)]; • the amount required to redeem the Charge before [insert the time of completion specified in the contract] on [insert the completion date] is £[insert amount] and thereafter the amount required to redeem the Charge will be [insert amount] increased by £[insert the

TO BE PRINTED ON THE HEADED PAPER OF THE SELLER’S LENDER’S SOLICITORS To: [insert details of the buyer’s solicitors] (the Buyer’s Solicitors) [insert details of the buyer’s lender’s solicitors] (the Buyer’s Lender’s Solicitors), and [insert details of the buyer’s lender] Dear [insert organisation name] This undertaking relates to the sale of [insert property description] (the Property) by [insert seller’s name ] to [insert buyer’s name] (the Buyer) (the Transaction) and the discharge of the registered charge over the Property dated [insert date ] (the Charge) in favour of [insert bank name] (the Bank) . We act for the Bank. We confirm that: • we are holding the documents set out in Schedule 1 (the Release Documents) executed by the Bank in respect of the Charge to the order of the Bank [(copies of which are attached

Private Client analysis: In this judgment, Mr Justice Cobb sets out his analysis of the complex and challenging clinical issues surrounding the investigation and treatment of suspected gynaecological cancer for PG, a 57-year-old woman with an established diagnosis of schizophrenia, with paranoid and persecutory delusional beliefs. Ultimately, Cobb J concluded that it was not in PG’s best interests to undergo investigations or treatment of her gynaecological symptoms. Given significant delay in the issuing of these proceedings, Cobb J reminded Hospital Trusts that they shouldn’t hesitate in bringing an application to the Court of Protection where a patient is suspected of having cancer and the patient lacks or may lack capacity to make treatment decisions. The Official Solicitor also made a promising offer of collaborative reflection to the applicant NHS Trust, to try to avoid delay in such cases in the future. Written by Zena Bolwig, partner at Keystone Law.