Introduction This Practice Note focuses on types of placings and certain matters that require consideration when a placing is being carried out by a company: • admitted to listing on the official list (Official List) of the Financial Conduct Authority (FCA) and to trading on the main market for listed securities of the London Stock Exchange (LSE) (Main Market) (listed company), or • admitted to trading on AIM, a market operated by the LSE (AIM company) It does not cover open offers or rights issues. For information on these transactions see Practice Notes: Open offers, Rights issues—key considerations and Rights issue—procedure for a listed company. Basic structure and types of placing The basic structure of a placing is: • an issue of new shares • made to selected investors (who may or may not be existing shareholders) • made on a non pre-emptive basis, in the sense that the new shares being issued are not first offered to all existing shareholders in the company on a pro rata basis, and • subscribed for in cash or non-cash

Cyber risk, like any other risk to your business, needs to be managed properly and considered a high priority risk for the internal compliance or legal team. It is a business risk that must be managed within an overall information and risk management and crime prevention framework, and should not be left just to the IT department. This Practice Note outlines: • the issues surrounding cybercrime (ie why it needs to be on your radar) • the threats posed to commercial organisations by cybercrime, and • key vulnerabilities This Practice Note reflects information security and breach notification requirements in the General Data Protection Regulation (UK GDPR), Assimilated Regulation (EU) 2016/679 but is not intended to cover specialist sector-specific requirements in the: • Network and Information Systems Regulations 2018 (NIS Regulations), SI 2018/506 • Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR 2003), SI 2003/2426 (as amended), and • Financial Services and Markets Act 2000 (FSMA 2000) and the Financial Conduct Authority (FCA) Handbook What is cybercrime? Cybercrime is simply a crime that

ARCHIVED: This Practice Note is archived and is no longer maintained. Lawyers across the world have been grappling with many common areas of concern in connection with the coronavirus (COVID-19) pandemic. There are a number of areas that are particularly relevant to banking and finance lawyers. For more detail and analysis on these, see Practice Note: Coronavirus (COVID-19) implications for Banking & Finance lawyers, which contains news, practical guidance and analysis covering the impact of COVID-19 developments and considers subjects such as force majeure, execution of documents, Brexit and LIBOR as well as setting out the implications for different types of banking and finance transactions. See also, Practice Note: Coronavirus (COVID-19)—implications for lending transactions which focuses on the governmental and regulatory responses to the pandemic from a lending perspective, implications for facility agreements, both from a borrower and lender perspective, and various practical implications in relation to deal execution. We have also put together a set of COVID-19 FAQs, which comprise a number of questions that might arise on a lending transaction

This Practice Note considers the Self-Employment Income Support Scheme (SEISS) under which self-employed individuals and members of partnerships who had been adversely impacted by the coronavirus (COVID-19) pandemic could claim a grant from HMRC. The scheme ended on 30 September 2021 when the claims process for the fifth and final grant payment (SEISS 5) closed. This Practice Note sets out the position in relation to SEISS 5 claims that applied immediately prior to the scheme’s closure. The SEISS was announced by the government on 26 March 2020, and the online application service for the first grant payment (SEISS 1) was available from 13 May–13 July 2020. The SEISS was subsequently extended three times: • on 29 May 2020 it was announced that the SEISS would be extended (first SEISS extension) to make provision for a second grant payment (SEISS 2). Applications for SEISS 2 were open from 17 August–19 October 2020 • on 24 September 2020 the government announced a further extension to the SEISS (second SEISS extension). The second SEISS extension provided for two taxable grant

ARCHIVED: This archived Precedent clause is not maintained and is for background information only. 1 Definitions Completion Date • (a) [insert date]; or (b) if a Delay Notice has been served in accordance with clause 2.2, the date determined in accordance with clause 2.4; Coronavirus • severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) and the disease known as COVID-19; Coronavirus Event • any event or delay arising as a result of the Coronavirus pandemic which prevents

HM Treasury has launched a voluntary repayment scheme, effective from 12 September 2025 until December 2025, allowing individuals and businesses to return funds received under coronavirus (COVID-19) schemes—including loans, grants, social security, and tax benefits—without any questions asked. This initiative is part of a wider effort to recover over £10bn lost due to pandemic-related fraud, flawed contracts and mismanagement, with £1.54bn already recovered.

The European Parliament has approved revised rules on package travel aimed at enhancing protection for holidaymakers by drawing lessons from the pandemic and high-profile bankruptcies. The updated directive clarifies the definition of a travel package, introduces rules governing the use of vouchers and allows travellers to cancel trips without penalties in cases of unavoidable and extraordinary circumstances affecting the destination or point of departure.

Public Law analysis: The Covid-19 Inquiry was established under the Inquiries Act 2005 to examine the UK’s response to the pandemic and its impact, as well as the lessons learned. The Inquiry Terms of Reference were finalised in June 2022 and the investigation is divided into separate Modules with corresponding preliminary and full hearings. This bulletin outlines the latest substantive hearings and evidence in Module 2A.

The European Central Bank (ECB) has conducted a thematic review of global systemically important banks (G-SIBs) to analyse their intraday liquidity risk management practices.The review was prompted by recent financial stress episodes including the COVID-19 pandemic, the Credit Suisse failure in 2023, the 2022 UK gilt market turmoil, and the 2022 energy crisis. The review found that while the sampled banks have functioning practices for managing intraday liquidity risk, the maturity of these frameworks differed across banks.

The European Association of Medical devices Notified Bodies (Team-NB) has released a position paper proposing  the reclassification SARS-CoV-2 diagnostic tests from Class D to a lower-risk medical device class post-pandemic. Currently, coronavirus (COVID-19) tests are classified and regulated in the EEA as Class D in vitro diagnostic (IVD) devices according to Medical Device Coordination Group (MDCG) Classification guidance 2020-16 Rev. 2 further to Regulation (EU) 2017/746 (In Vitro Diagnostic Medical Devices Regulation (IVDR)), Annex VIII Rule 1, 2nd indent.  In the paper, it considers the impact of reclassifying these tests as Class B according to IVDR Annex VIII rule 6 or Class C device according to Annex VIII Rule 3c, concluding that a reclassification to Class C would be recommended at this time given the limited availability of post-pandemic data. This would protect patient safety as stricter post-market surveillance (PMS) and performance evaluation/clinical evidence for these IVDs are applied. It further suggested that later reclassification to Class B could be considered once more data on the post-pandemic phase, especially regarding the long Covid syndrome, are gathered.

The Chair of the UK Covid-19 Inquiry, Baroness Hallett, has announced plans for the public hearing dates in three further investigations that will take place from autumn 2024 until spring 2025. Module 3 public hearings will investigate the impact of the pandemic on healthcare systems and will run from 9 September 2024 until 28 November 2024, with a two week break between 14 and 25 October 2024. Baroness Hallett plans to hear evidence for Module 4 (examining vaccines, therapeutics and anti-viral treatment) from 14 January 2025 and for Module 5 (exploring pandemic procurement) from 3 March 2025.  Hearing dates for Module 6 (examining the care sector) will be announced later in 2024. Baroness Hallett has said that the report for Module 1 will be published in mid-2024 and that she aims to conclude public hearings by summer 2026.

Local Government analysis: The Court of Appeal upheld the Administrative Court's previous decision that the Mayor for Greater Manchester Combined Authority (GMCA) did not have to revisit the information audit in the statutory process for deciding a new local bus franchising scheme. Notwithstanding a change in circumstances due to the intervening pandemic. The legislation could not be construed to require this. Therefore, GMCA did not fail to have regard to a material relevant consideration (ie a new assessment after the pandemic) under Wednesbury principles. As a result, GMCA’s decision to adopt the franchising scheme without repeating the assessment was neither unlawful nor irrational. It could not be construed to be the intention of Parliament when the legislation was enacted that unforeseen circumstances arising after the statutory audit of the authority's assessment and public consultation could require a step in the statutory process to be repeated. Written by Helen Randall, consultant, Trowers & Hamlins LLP.