Cross-border tools The EU Recast Regulation on Insolvency by its very nature, is binding and directly applicable to all EU Member States, with the exception of Denmark (which decided not to participate in this regulation). Following Brexit, the main operative parts of the EU Recast Regulation on Insolvency on automatic recognition are no longer applicable to the UK (see Practice Note: Brexit—impact on Recast Regulation on Insolvency [Archived]). However, other Member States continue to apply the EU Recast Regulation on Insolvency where its requirements are satisfied. The UNCITRAL Model Law on Cross-Border Insolvency (the UNCITRAL Model Law on Cross-Border Insolvency) has no direct effect, but countries throughout the world are free to decide whether to adopt it, either in full or in part, with or without modifications (see Practice Notes: List of countries which have adopted the UNCITRAL Model Law on insolvency or are considering its adoption and When does UNCITRAL (implemented by the Cross-Border Insolvency Regulations) apply and what are the effects?). Section 426

Joint venture between [insert name of first shareholder] ([A]) and [insert name of second shareholder] ([B]) [Agreed form] [list OR List] of [completion] documents Definitions: JVC - [[insert name ][Limited OR PLC] OR the joint venture company to be established with [A] and [B] as shareholders] (the Joint Venture Company) AS - [insert name] [LLP OR Solicitors] ([A]’s Solicitors) BS - [insert name] [LLP OR Solicitors] ([B]’s Solicitors) [insert other persons (ie financial advisers, accountants, parties and subsidiaries) and documents involved] No. Document Responsibility Status/ comments

Introduction The UNCITRAL Model Law on Cross-Border Insolvency (MLCBI) has no direct effect, but countries throughout the world are free to decide whether to adopt it either in full or in part, with or without modifications. Out of around 60 UNCITRAL Member States, the countries which have adopted the MLCBI include those listed below. Note that ‘official language’ is not defined within the MLCBI itself, so parties should refer to the enacting law of the country where recognition is being sought to verify the official language into which documents must be translated for the purposes of recognition under the MLCBI (see MLCBI, Article 15.4); the table below is simply a guide showing the official language as specified in that country’s constitution. For example, when England adopted the MLCBI under the Cross-Border Insolvency Regulations 2006 (CBIR 2006), SI 2006/1030, the CBIR 2006, SI 2006/1030, Sch 2, para 4(3) provides that the affidavit in support shall have exhibited to it a translation in English of

This Practice Note is a consolidated list of key United Kingdom General Data Protection Regulation, Assimilated Regulation (EU) 2016/679 (UK GDPR)-compliant Precedent terms, clauses, provisions, schedules and agreements that may be adapted as appropriate for use in commercial transactions and personal data sharing scenarios. It also includes some schedules designed for use where the UK GDPR and the General Data Protection Regulation, Regulation (EU) 2016/679 (EU GDPR) both apply (dealing with both regimes within one agreement by identifying and executing the highest common denominator in the compliance requirements of both). It is divided as follows: • controller to processor data processing arrangements • controller to controller data sharing arrangements • clauses for international transfers Refer to the specific document for information on the circumstances in which each document is intended for use. For a comprehensive introduction to data protection law, collating key practical guidance, see: UK data protection law collection. Controller to processor data processing arrangements For guidance on controller to processor data

A document which lists the documents to be disclosed. It is a formal document which is served on the other side.

References to ‘AIM Rules’ are to the AIM rules for Companies, to ‘PRR’ are to the Prospectus Regulation Rules, to ‘DTR’ are to the Disclosure Guidance and Transparency Rules, to the ‘PR Regulation’ are to Retained Regulation (EU) 2019/980, to the ‘LSE’ are to the London Stock Exchange plc and to the ‘nomad’ are to company’s nominated adviser. Preliminary documents Document Responsibility Status List of parties Nomad Timetable Nomad List of documents Nomad Engagement letters Document Responsibility Status Nomad’s engagement letter Nomad Broker’s engagement letter Broker Reporting accountants’ engagement letter Reporting accountants Company’s solicitors’ engagement letter Company's solicitors Nomad’s solicitors’ engagement letter Nomad’s solicitors Printer’s engagement letter Printer Registrar’s engagement letter Registrar Public relations firm engagement letter Public relations firm [Competent person's engagement letter] [Competent person(s)] Key documents Document Responsibility Status Pathfinder admission document [and prospectus] All parties Final admission document [and prospectus] All parties Verification notes for admission document/prospectus Company/Company's

This Precedent list of documents is for use by a company undertaking an IPO of equity securities on the Main Market of the London Stock Exchange and seeking a listing in the equity shares (commercial companies) category of the Official List of the FCA. It assumes that the company is undertaking a placing of equity securities to institutional investors as part of the IPO. In July 2018 the FCA introduced changes to the Conduct of Business sourcebook (COBS) aimed at encouraging more independent (or ‘unconnected’) analysts to produce research in connection with equity IPOs on a UK regulated market and bringing forward the publication of the prospectus to earlier in the IPO timetable. This has led to the use of an FCA approved registration document followed by an approved price-range prospectus becoming more common in Main Market IPOs. Market practice in IPOs can be tracked using our Market Standards deal analysis tool which allows users to view details of announced IPOs and see the public documents

Acquisition of [insert target company name] List of documents: Acquisition of [insert target company name] by [insert buyer name] from [insert seller(s) name(s)] Definitions: Buyer • means [insert buyer name] [insert registered company number]; Company • means [insert target company name] [insert registered company number]; Seller[s] • means [[insert name of selling corporate entity] [insert registered company number] OR [insert individual seller’s names]]; and [Subsidiaries • means [insert names of subsidiaries of the target company] Limited [insert registered company number] ] Other defined terms used shall have the meanings given to such terms in the share purchase agreement between the Buyer and the Seller[s]. Preliminary documents for signature and delivery Document Signatories Status/comments [Heads of terms] [Buyer] [Seller[s] ] Confidentiality agreement/letter BuyerSeller[s] [Exclusivity letter/agreement] [Buyer] [Seller[s] ] [Due diligence questionnaire] [Updated/Additional Due diligence Questions] [Buyer] [Data room rules] [Buyer] [Seller[s] ] [Signing and completion protocol (including the proposed electronic-signature platform, wet-ink exceptions, witness arrangements, delivery and release mechanics, and the remote-completion timetable)] [Buyer’s solicitors/Seller[s]’ solicitors] Exchange: documents for signature and delivery Document Signatories Status/comments Share purchase agreement BuyerSeller[s] [Guarantor] [Tax covenant] [Buyer] [Seller[s] ] Disclosure letter BuyerSeller[s] Disclosure documents BuyerSeller[s] [Guarantee (of seller obligations)] [Guarantor] Buyer [Contribution Agreement] [Sellers ([insert names of individual sellers])] Exchange: items for delivery Document Responsibility Status/comments [Final draft of circular to Buyer shareholders seeking approval for transaction (reverse takeover)] [Buyer] [Final draft of circular to Seller shareholders seeking approval for transaction (fundamental change of business)] [Seller] Board

Acquisition of [insert target company name] List of documents: Acquisition of [insert target company name] by [insert buyer name] from [insert seller(s) name(s)] Definitions: Buyer • means [insert buyer name] [insert registered company number]; Company • means [insert target company name] [insert registered company number]; Seller[s] • means [[insert name of selling corporate entity] [insert registered company number] OR [insert individual sellers’ names]]; and [Subsidiaries • means [insert names of subsidiaries of the target company] Limited [insert registered company number] ] Other defined terms used shall have the meanings given to such terms in the share purchase agreement between the Buyer and the Seller[s]. Preliminary documents for signature and delivery Document Signatories Status/comments [Heads of terms] [Buyer] [Seller[s] ] Confidentiality agreement/letter BuyerSeller[s] [Exclusivity letter/agreement] [Buyer] [Seller[s] ] [Due diligence questionnaire] [Updated/Additional Due diligence Questions] [Buyer] [Data room rules] [Buyer] [Seller[s] ] [Signing and completion protocol (including the proposed electronic-signature platform, wet-ink exceptions, witness arrangements, delivery and release mechanics, and the remote-completion timetable)] [Buyer’s solicitors/Seller[s]’ solicitors] Completion: documents for execution and delivery by the Seller[s] Document Signatories Status/comments Share purchase agreement BuyerSeller[s] [Guarantor] [Tax covenant] [Buyer] [Seller[s] ] Disclosure letter BuyerSeller[s] Disclosure documents BuyerSeller[s] [Guarantee (of seller’s obligations)] [Guarantor] Buyer [ [Contribution Agreement] ] [Sellers ([insert names of individual sellers])] Stock transfer form(s): Sale Shares Seller[s] [Share certificate indemnity letter: Sale Shares] [Seller[s] ] [Waivers/consents required to give good title to the Sale Shares] [Seller[s] ] [Insert any other names, as appropriate] [Power

References to ‘UKLR’ are to the UK Listing Rules, to ‘PRM’ are to the Prospectus Rules: Admission to Trading on a Regulated Market, to ‘DTR’ are to the Disclosure Guidance and Transparency Rules and to LSE A&D are to the London Stock Exchange’s Admission and Disclosure Standards. Preliminary documents Document Responsibility Status List of parties Sponsor Timetable Sponsor List of documents Sponsor Engagement letters Document Responsibility Status Sponsor’s engagement letter Sponsor Broker’s engagement letter Broker Reporting accountants’ engagement letter Reporting accountants Company’s solicitors’ engagement letter Company’s solicitors Sponsor’s solicitors’ engagement letter Sponsor’s solicitors Printer’s engagement letter Printer Public relations firm engagement letter Public relations firm [Competent person’s engagement letter] [Competent person] Key documents Document Responsibility Status [Pathfinder prospectus] [All parties] Final Prospectus [and circular] All parties Verification notes for prospectus Company/company’s solicitors Marketing presentation Broker/company Verification notes for marketing presentation Company/company’s solicitors Placing and open offer agreement Company’s

This Precedent, with drafting notes, gives guidance on preparing a list of documents for standard disclosure under CPR 31 (Forms N265, N265 (CC), N265 (LCC), N265 (RCC), and N265 (CCFL)). It deals with: the disclosure statement to be given and covers the scope of the search, explaining why certain searches were not carried out, electronic documents, etc. It also covers objecting to inspection whether on grounds of disproportionality, legal advice privilege, litigation privilege or that the documents are no longer under your control. It also links through to more detailed guidance on each of those aspects of disclosure. The list of documents should generally be completed on Form N265 (Make a standard disclosure of documents). However, different forms apply depending on the court in which the claim is proceeding,

Except as noted, all documents will be in the list of documents for both offeror and offeree. References to the ‘Code’ are to The City Code on Takeovers and Mergers and references to the ‘CA 2006’ are to the Companies Act 2006. No. Document title Code/statutory reference (where relevant) Responsibility A. Preliminary documents 1. List of documents OfferEE/OFFEROR 2. Offer timetable OfferEE/OFFEROR 3. List of parties OfferEE/OFFEROR 4. Financial adviser’s letter to clients re: secrecy, etc Rule 2.1(b) FINANCIAL ADVISER 5. Due diligence checklist Offeror and (if appropriate) offeree 6. Request to search offeree share register and register of interests, and for other information concerning offeree share capital, shareholders and option holders, etc CA 2006, ss 114, 808Note 3 on Rule 10.1 Offeror 7. Request for information concerning share interests CA 2006, s 793 Offeree/OFFEROR 8. Request for information supplied to competing offeror (if appropriate) Rule 21.3 Offeror 9. Memorandum for directors on legal, Code and other responsibilities Rules 2.1(b) and 19.1 OfferEE/OFFEROR 10. Any guidelines for interviews, publicity, etc (perhaps included in Memorandum for directors above) OfferEE/OFFEROR 11. Directors’ responsibility statements Rule 19.2 OfferEE/OFFEROR 12. Directors’ powers of attorney OfferEE/OFFEROR 13. Opening Disclosure Statements for all relevant persons, and preparations for subsequent Dealings Disclosures Rule 8 all parties 14. Website notification, if required Rule 30.2 OfferEE/OFFEROR (as appropriate) 15. Engagement letter with financial advisers OFFEROR AND OFFEREE/FINANCIAL ADVISERS 16. Engagement letter with lawyers OFFEROR