Add new definitions to Article 2.1 Allocation Notice • shall be as defined in Article 11.6; Allotment Notice • shall be as defined in Article 11.3; Allotment Period • shall be as defined in Article 11.4; Allotment Shares • shall be as defined in Article 11.3; Available Shares • shall be as defined in Article 11.5; Election Notice • shall be as defined in Article 11.4; Excess Pro Rata Portion • shall be as defined in Article 11.5; Issue Price • shall be as defined in Article 11.3; Pro Rata Portion • shall be as defined in Article 11.4; Relevant Share Offer • shall be as defined in Article 11.3; Surplus Offer • shall be as defined in Article 11.4; Surplus Offeror • shall be as defined in Article 11.5; Delete existing Article 9.3.1 Replace existing Article 11 with this new Article 11 1 Pre-emption on issue 1.1 Subject to the remaining provisions of this Article 11, the Directors shall be generally and unconditionally authorised for the purposes of section 551 of the Companies Act to exercise all the powers of the Company to allot (or grant rights to subscribe for or to convert any security into) Shares up to an aggregate nominal amount of £[insert number] in the share capital of the Company

Add new definitions to Article 2.1: Allotment Notice • shall be as defined in Article 9.1; Allotment Shares • shall be as defined in Article 9.1.1; Issue Price • shall be as defined in Article 9.1.2; Proposed Allottee • shall be as defined in Article 9.1.3; Add new Article 9 and renumber document accordingly: 1 Pre-emption on allotment 1.1 [Unless prior Investor Consent to the contrary is given OR Unless otherwise agreed by special resolution of the Company’s Shareholders passed in accordance with section 283 of the Companies Act], if the Company proposes to allot any Shares, then it shall give

Add new definitions to Article 2.1: Proposed Transferee • shall be as defined in Article 15.1; Proposed Transferor • shall be as defined in Article 15.1; Sale Notice • shall be as defined in Article 15.7; Sale Price • shall be as defined in Article 15.1.2; Sale Shares • shall be as defined in Article 15.1.1; Transfer Notice • shall be as defined in Article 15.1; Replace Article 10.3 (Prohibited Share Transfers) with the following: Any person who holds, or becomes entitled to, any Share shall not, without Investor Consent, effect a transfer of such Shares or serve a Transfer Notice in accordance with Article 15 (Pre-emption on Transfer), except in accordance with Article 11 (Permitted Share Transfers), Article 12 (Leavers), Article 13 (Drag Along), Article 14 (Tag Along) or Article 15 (Pre-emption on Transfer). Amend Article 13.1 (Drag Along) as follows: Between the words ‘the Accepting Shareholders are entitled’ and ‘to issue to the remaining Shareholders’ insert the words ‘, notwithstanding the provisions of Article 15 (Pre-emption on Transfers),’. Add new Article 15 and renumber document accordingly: 1 Pre-Emption on Transfer 1.1 Subject to Article 15.11, any Shareholder who wants to transfer any Shares (Proposed Transferor) whether to another Shareholder

An existing shareholder’s right to be the first to be offered shares that are to be allotted by a company or transferred by another shareholder. Section 561 of the Companies Act 2006 applies pre-emption rights to an allotment of equity securities, subject to exceptions.

Pre-emption rights give each of a company's shareholders a mechanism to protect themselves from the dilution of their percentage shareholding in the company, where that may result from an allotment of equity securities. There are statutory pre-emption rights, which are set out in the Companies Act 2006 (CA 2006), as well as pre-emption rights set out in the UK Listing Rules (the UKLRs), which apply to a company with a listing of equity shares in the equity shares (commercial companies) category. It is important to give careful consideration to the scope of these pre-emption rights as a company must ensure that it complies with them, to the extent that they have not been disapplied, modified or excluded. There may also be pre-emption rights set out in a company’s articles of association or any shareholders’ agreement to which the company is a party, which must be complied with to the extent that they have not been disapplied, waived or removed. For information on how pre-emption rights apply to different types of company, see Practice Notes: Pre-emption

Pre-emption rights on allotment give each of a company's shareholders a mechanism to protect themselves from the dilution of their percentage shareholding in the company, where that may result from an allotment of shares, the grant of rights to subscribe for, or to convert securities into, shares or a sale of treasury shares in that company. This Practice Note covers the pre-emption rights that apply to an allotment of equity securities by an AIM company or a listed company, with a particular focus on those with a listing of equity shares in the equity shares (commercial companies) category. There are statutory pre-emption rights, which apply to all companies and are set out in the Companies Act 2006 (CA 2006). In addition, there are pre-emption rights set out in the UK Listing Rules (the UKLRs), which apply to certain listed companies, including a company listed in the commercial companies category. There may also be pre-emption rights set out in a company’s articles of association or any shareholders’ agreement to which the company is a party. It

Pre-emption rights on allotment give each of a company's shareholders a mechanism to protect themselves from the dilution of their percentage shareholding in the company, where that may result from an allotment of shares, the grant of rights to subscribe for, or to convert securities into, shares or a sale of treasury shares in that company. This Practice Note covers the pre-emption rights that apply to an allotment of equity securities by a private company, as set out in the Companies Act 2006 (CA 2006). It is important to give careful consideration to the scope of those statutory pre-emption rights. A private company must ensure that it complies with them, to the extent that they have not been disapplied, modified, waived or excluded. There may also be pre-emption rights set out in a private company’s articles of association or any shareholders’ agreement to which the company is a party, which must be complied with to the extent that they have not been disapplied, modified, waived or removed (see Q&A: Where a company has disapplied the statutory

Pre-emption rights on allotment give each of a company's shareholders a mechanism to protect themselves from the dilution of their percentage shareholding in the company, where that may result from an allotment of shares, the grant of rights to subscribe for, or to convert securities into, shares or a sale of treasury shares in that company. This Practice Note covers the pre-emption rights that apply to an allotment of equity securities by a public company that is not a listed company or an AIM company (an unlisted public company), as set out in the Companies Act 2006 (CA 2006). It is important to give careful consideration to the scope of those statutory pre-emption rights, as an unlisted public company must ensure that it complies with them, to the extent that they have not been disapplied, modified, waived or excluded. There may also be pre-emption rights set out in an unlisted public company’s articles of association or any shareholders’ agreement to which the company is a party, which must be

The capital gains legislation makes it possible for groups of companies to arrange to set allowable losses arising in one member of the group against chargeable gains arising in another. The simplest way to achieve this is through the mechanism of an election to transfer a gain or a loss between group companies. The rationale underlying this election is that the members of a group operate, in many respects, as a single economic unit, and that the tax rules should reflect this. The intention of the rules is to permit groups to set gains and losses off against one another where both the gains and the losses accrue within the same group. This treatment is not intended to extend to companies that have been deliberately bought into a group because they already have losses. The pre-entry loss rules are designed to prevent groups from reducing their gains by buying losses in this way. Although their purpose is to prevent avoidance, the pre-entry loss rules can apply whether or not the companies involved are motivated by tax considerations. For

A person who is planning to come to the UK should consider the possible tax consequences before they arrive, so as to maximise the chances of reducing or eliminating any UK tax. For information on why certain pre-entry planning is necessary, see Practice Notes: Residence after 5 April 2013 and Foreign income and gains regime from 6 April 2025. For information on the taxation of employment income in the UK, see Taxation of earnings and benefits—overview. The extent to which planning is necessary will vary from one individual to another, depending on circumstances: the person who is here for a short-term project, leaving their family in his home country, will have different issues to consider than the person who comes seeking permanent employment, for long-term study, or to get married. Individual advice may thus be necessary and this Practice Note is only a guide. Note in particular that it does not cover planning involving trusts. For information on the taxation of non-UK trusts, see the Offshore trusts—taxation sub-topic. Remaining non-resident The first thing to consider is whether it

What is pre-export finance (PXF)? PXF is an established structure used to provide finance to producers of goods and commodities. It is a type of structured trade finance (see Practice Note: Introductory guide to structured trade finance). PXF structures were borne out of the fact that traditionally, many producers of goods and commodities, particularly in emerging markets, were not considered to be sufficiently bankable for the purposes of obtaining finance by more orthodox means, such as conventional corporate loans against the balance sheet of the borrower. In a classic PXF facility, funds will be advanced by a lender or syndicate of lenders (in this Practice Note, 'lender' refers either to a single lender or a syndicate of lenders) to producers to assist them in meeting either their working capital needs (for example, to cover the purchase of raw materials and costs associated with processing, storage and transport) or their capital investment needs (for example, investment in plant and machinery and other elements of infrastructure). A typical PXF facility will have a tenor of between one and five years, although it

When preparing for an in-person hearing in arbitration proceedings there are many logistical and practical considerations that need to be taken into account, planned and, often, budgeted for. This Checklist should help ensure the key aspects of a hearing have been considered in advance so that the process runs as smoothly as possible. This Checklist is not intended to be exhaustive, and does not, for example, address the numerous legal issues that may be pertinent in advance of and during an arbitration hearing. This Checklist contemplates the requirements of in-person merits, rather than in-person procedural, hearings, although some of the points will be relevant to both hearing types. Some considerations may also be relevant where an otherwise in-person hearing has hybrid elements, for example for one or more witnesses give evidence remotely. It also assumes that private practitioners will play a central role in pre-hearing preparations, which may not always be the case. Some of the matters considered in the Checklist will be organised by one or more parties for the