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GLOSSARY
The issuing to the public of copies of a copyright work is an act restricted by the copyright.
PRACTICE NOTES
In a debt capital markets (DCM) transaction, ‘due diligence’ is the term given to the process of identifying, collating and checking information on the issuer, its business, the market in which it operates and the legal and regulatory regime to which it is subject. The results will be disclosed to potential investors as part of the offering process. STOP PRESS: On 17 June 2025, the European Commission published its long-awaited review of the EU Securitisation Framework, accompanied by a comprehensive legislative proposal to amend the EU Securitisation Regulation (Regulation (EU) 2017/2402). Amendments to the EU Securitisation Regulation relate to due diligence among other things. The proposal is progressing through the process, although final legislation as not yet been adopted. Reasons for conducting due diligence In transactions in the international investment grade public DCM, it is usually the lead manager (or, in the event of a programme, the arranger) who manages the due diligence exercise on behalf of all the managers/dealers. The main purposes of due diligence are: • to ensure, as far as possible, that the
PRACTICE NOTES
STOP PRESS: The UK’s prospectus regime is currently based on the EU Prospectus Regulation, which was retained in UK law after Brexit as the UK Prospectus Regulation. The UK has been reviewing its prospectus regime as part of wider efforts to reform the capital markets in the UK and enhance the attractiveness of the UK as a listing venue. As part of this, the UK Prospectus Regulation will be replaced by the Public Offers and Admission to Trading Regulations 2024 (the POATRs), with all detailed requirements relating to admission to trading to be covered in Financial Conduct Authority (FCA) admission rules. The FCA published its final rules (PS25/9) on 15 July 2025. The new rules come into force on 19 January 2026. On 17 October 2025, the FCA published Primary Market Bulletin 58 which, among other things, provides guidance on the timing and approval of prospectuses (and supplementary prospectuses), and the removal of Listing Particulars as an admission document, under the new framework. For further information on the key elements of the new framework established
PRACTICE NOTES
The ‘standard procedure’ means the procedure set out in FPR 2010, Pt 9, Ch 4 (SI 2010/2955, 9.12–9.17). The ‘fast-track procedure’ means the procedure set out in FPR 2010, Pt 9, Ch 5 (SI 2010/2955, 9.18–9.21A). The fast-track procedure applies to applications for periodical payments only (including variation without capitalisation), applications in case of failure to maintain and applications under article 10 of the 2007 Hague Convention. Both the standard and fast-track procedures are distinct from the express financial remedy (EFR) procedure, which operates in pilot form for applications involving combined net assets of less than £250,000 (excluding pension rights) in selected Family Court locations. This Practice Note sets out the steps to be taken under the standard procedure on the issue of an application in Form A (Notice of [intention to proceed with] a financial application to which the standard procedure applies). For practical guidance on the fast-track procedure, see Practice Note: Fast-track (shortened) financial remedy procedure. For practical guidance on the EFR procedure, see Practice Note: Express financial remedy procedure—pilot
CHECKLISTS
The documents listed below provide an overview of the core transaction documents typically used to document a high yield bond issuance. The description for each provides an explanation of the document's purpose and the parties which typically enter into them. Additional documents may be required to deal with aspects of a specific transaction (such as escrow arrangements) or to reflect bespoke arrangements. Document Description 144A Global Note A single note signed by the issuer which represents the entire amount of debt in relation to the Rule 144A issuance.Section 5 of the US Securities Act 1933 requires all offers and sales of securities in the US to be registered with the Securities and Exchange Commission (SEC) unless an exemption applies. Rule 144A is a safe harbour exemption from the section 5 requirement and it enables the initial purchasers of the bonds (see Purchase Agreement below) to resell the bonds to 'qualified institutional buyers', institutional investors who meet certain criteria.For more information on Rule 144A, see Practice Note: Rule 144A transactions. 10b-5
GLOSSARY
This is the name given to financial institutions, often merchant banks, that act as intermediaries between companies seeking capital and the investors prepared to supply it.
CHECKLISTS
Introduction The process for setting up a medium term note (MTN) programme is set out in Practice Note: Setting up an MTN Programme—timeline of process. This Practice Note focuses on the process for an issuance of notes (known as a drawdown) under an MTN programme (a programme) once the programme has been established. Type of drawdown A programme will usually provide for two types of drawdowns: • a drawdown agreed by the issuer and a dealer (a dealer drawdown), and • a drawdown agreed by the issuer and a group (or syndicate) of dealers (a syndicated drawdown) In addition, a programme will usually allow additional dealers to accede to the programme, either as permanent members of the dealer panel or for the purposes of a single drawdown. Notification to dealer(s) The issuer notifies the dealer(s) that it intends to drawdown under the programme—this can be done by way of a term sheet or by way of an Initial Syndicate Communication. A dealer drawdown • if
NEWS
Arbitration Analysis: The second edition of the Istanbul Arbitration Days, organised by the Istanbul Arbitration Centre (ISTAC), was held from September 16th to September 19th, 2025. The event attracted over 1,400 participants from all corners of the globe, reaffirming Istanbul’s growing importance as a regional and global arbitration hub. Written by Ahmet Koçak, founding partner, Demircioğlu Koçak Attorney Partnership.
GLOSSARY
A contract for manufacture, development.
Q&As
Condition 5.1 reflects the usual market position that the property is at the buyer’s risk from the date of the contract (this is also the open contract position): this effectively reverses the position that existed under the SCS 4th edition. Consequently, damage to or destruction of the property between exchange and completion will not entitle the buyer to refuse to complete, nor to rescind the contract, nor to claim damages. Ordinarily, therefore, the buyer should be advised to insure the property from the date of exchange. However, this will not apply where (Condition 5.1.2): • the contract provides
Q&As
'Parental responsibility' means all of the rights, duties, powers, responsibilities and authority which by law a parent of a child has in relation to the child and their property (section 3(1) of the Children Act 1989 (ChA 1989)). The child’s mother automatically has parental responsibility for the child. The child’s father shall, if the parents were married or civil partners at the time of birth, also have parental responsibility from birth (ChA 1989, s 2(1)). Where the parties are not married or civil partners at the time of birth, the father will acquire parental responsibility if he becomes
Q&As
It is assumed that the tenancy granted by the homeowner is an assured shorthold tenancy under the Housing Act 1988 (HA 1988). Deferred payment agreements A deferred payment agreement (DPA) is an arrangement in which a homeowner in need of permanent residential care accommodation can meet the costs of care through a charge placed on their property. They must hold a legal or beneficial interest in their sole or principal home (or the property they used to occupy as