Strictly private and confidential To: [Insert potential seller name] [Insert potential seller address] (the Seller) FAO: [Insert name of relevant contact at the potential seller] Date: [insert date] SUBJECT TO CONTRACT Dear [Insert name of relevant contact at the potential seller], Proposed acquisition of the business of [insert description of the business to be acquired] (the Business) and assets (the Assets) of [insert potential seller name] (the Seller) 1 Introduction 1.1 Further to our recent discussions, this letter sets out the principal terms and conditions upon and subject to which we, [insert buyer name] or a member of our group of companies (the Buyer), propose to acquire the Business and the Assets from the Seller (the Proposed Acquisition). Each of the Seller and the Buyer is a party and together they are the parties. 1.2 The terms in this letter are not exhaustive and[, with the exception of paragraphs 8.3, 9, 10, 11 and 12,] are subject to contract and not intended to be legally binding on the parties. Neither party to this letter shall be legally bound to proceed with the Proposed Acquisition unless and

Strictly private and confidential To: [Insert potential seller name] [Insert potential seller address] FAO: [insert name of relevant contact at the seller] Date: [insert date] Subject to contract Dear [insert name of relevant contact at the seller], Proposed acquisition of the entire issued share capital of [Insert target company name] Limited (the Company) from [Insert potential seller name] (the Seller) 1 Introduction 1.1 Further to our recent discussions, this letter sets out the principal terms and conditions upon and subject to which we, [Insert buyer name] or a member of our group of companies (the Buyer), propose to acquire the entire issued share capital of the Company (the Sale Shares) from the Seller (the Proposed Acquisition). Each of the Seller and the Buyer is a Party and together they are the Parties. 1.2 The terms in this letter are not exhaustive and[, with the exception of paragraphs [7.3,]8, 9, 10 and 11,] are subject to contract and not intended to be legally binding on the Parties. Neither Party shall be legally bound to proceed with the Proposed Acquisition unless and until a formal written share purchase agreement is entered into.

Strictly private and confidential To: [Insert seller name] [Insert potential seller address] (the Seller) FAO: [insert name of relevant contact at the seller] Date: [insert date] Subject to contract Dear [insert name of relevant contact at the potential seller], Proposed acquisition of all of the issued shares of [insert target company name] (the Company) from [insert potential seller name] (the Seller) 1 Introduction 1.1 Further to our recent discussions, this letter sets out the principal terms and conditions upon and subject to which we, [insert buyer name] or a member of our group of companies (the Buyer), propose to acquire all of the issued shares of the Company (the Sale Shares) from the Seller (the Proposed Acquisition). Each of the Seller and the Buyer is a party and together they are the parties. 1.2 The terms in this letter are not exhaustive and[, with the exception of paragraphs [7.3,]8, 9 and 11,] is not intended to be legally binding on the parties. Neither party to this letter shall be legally bound to proceed with the Proposed Acquisition unless and until

Strictly private and confidential The Directors [Insert offeree’s name] plc [Insert offeree address] Date: [insert date] STOP PRESS: Significant reforms to the UK prospectus regime came into force on 19 January 2026. The new rules governing public offers of securities and admissions to trading in the UK are principally set out in the Public Offers and Admissions to Trading Regulations 2024 (POATRs), SI 2024/105 and a new FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. The changes are designed to simplify capital raising and significantly reduce the occasions when a company is required to publish an FCA approved prospectus for a further issues of shares. For full information on the changes, see Practice Note: UK prospectus regime reform. This Practice Note reflects the prospectus regime in force in the UK prior to 19 January 2026. Dear Directors, Proposed acquisition of [insert offeree’s name] plc (Offeree) by [insert offeror name] (Offeror) 1 Introduction 1.1 Further to our recent discussions,

Heads of terms (also known as an offer letter, term sheet, letter of intent or memorandum of understanding) set out, in a short document, a broad outline of the parties' expectations, understanding and agreement of the key terms of the proposed transaction which they have agreed in principle. Where used, heads will be signed at the beginning of the transaction as soon as the parties agree key terms and before the buyer incurs costs in conducting its due diligence and negotiating the transaction documents. Whilst the heads will not compel the parties to conclude the transaction on the stated terms, or even at all, they are intended to establish, in principle, the main commercial terms of a deal. There is no standard format for heads of terms and they can either take the form of a letter (as is common) or an agreement. Either party can prepare the heads of terms, although it is common for the buyer to prepare the first draft. First drafts are often prepared by the principals and then reviewed and

PI & Clinical Negligence analysis: Sporting event spectators regularly face a risk of injury as a consequence of attending live matches and competitions. Jasmine Murphy, Barrister at Gatehouse Chambers, considers the circumstances in which liability may arise for injuries to spectators at sporting events and how the courts approach the balance between personal responsibility and the duty of care owed by organisers and participants.

The statutory body responsible for the enforcement of health and safety legislation and regulations (including the CDM Regulations) on construction sites.

Corporate Crime analysis: The Health and Safety Executive’s (HSE) operational strategy for 2022-2032, published in summer 2022, confirmed its determination to ensure ‘those who create risk, take responsibility for controlling risk’, warning that ‘those who fail to do so will be held to account and bear the cost’. Laura White, senior associate, and Fiona Cameron, senior practice development lawyer, at Pinsent Masons consider the recent trends in health and safety enforcement, what this says about the way in which HSE go about enforcement, whether there is likely to be any changes to their enforcement regime in the future and if so, what impact this is likely to have.

A document that the CDM Regulations require be provided to the employer at the end of a construction project. The file should include as-built drawings, maintenance documents/manuals and requirements and operation and maintenance manuals.

The Health and Social Care Committee has published its Third Report of Session 2024-26 on Black maternal health, highlighting systemic failings in leadership, training and data collection. The report reveals the NHS has faced a £27.4bn maternity negligence bill since 2019 and criticises the reduction of the Maternity Service Development Fund from £95m to £2m. Key recommendations include introducing mandatory cultural competency training for maternity staff, restoring ring-fenced funding, and establishing clear accountability frameworks for Trust leaders. The Committee welcomed the government's recently announced national investigation into maternity services but emphasized the need for sustained investment and representative leadership. The report also notes that progress on developing a maternal morbidity indicator remains slow, with implementation now expected within three years.

An assessment usually carried out in advance of a particular project or course of action being approved, which seeks to analyse the likely impact on human health. The HIA should be used as a tool by decisionmakers to determine alternatives which would have lesser impacts on health.

A field of science concerned with radiation physics and radiation biology with the goal of informing the safe use of ionising radiation. Health physicists principally work at facilities where radionuclides or ionising radiation are used or produced.