Forthcoming change: The Tobacco and Vapes Act 2026 (TVA 2026), which received Royal Assent on 29 April 2026, will, from 1 January 2027, make it illegal to sell tobacco to, or purchase tobacco on behalf of, anyone born on or after 1 January 2009 thereby creating the UK's first smoke-free generation. The legislation bans the advertising and sponsorship of vapes and nicotine products while also granting powers to restrict their packaging, branding and displays that might appeal to children. It further bolsters smoke-free protections in certain public areas, with a strong focus on shielding children and medically vulnerable individuals from second-hand smoke. Certain provisions of the Act came into force on 29 October 2026, with others being commenced on 1 January 2027 or on a staged basis by regulations. This content reflects the changes commencing on 29 October 2026 and will be updated when further relevant provisions come into force. For more information, see News Analysis: Clearing the Air: What the Tobacco and Vapes Act 2026 means for enforcement authorities

Dispute Resolution analysis: The Court of Appeal has considered the scope of its discretion where the applicant seeks, by way of prohibitory injunction, to prevent the respondent from doing what he has promised not to do. Although the judgment is given in the context of an employment contract (restrictive covenants) the same principles could arguably apply in the commercial context. This decision is of interest to practitioners advising a client whose counterpart is seeking to breach a contractual obligation not to do something.

The main agreement between the Authority and Project Co, under which the Project Co agrees to finance and operate (always) and design and construct (often) the project for the Authority over the life of the project.

The Special purpose vehicle (SPV) or other private sector participant who enters into the Project Agreement with the Authority or other public sector party.

The SPV or other private sector participant who enters into the Project Agreement with the Authority or other public sector party.

What does this guide cover? This guide introduces the key aspects of project finance and acts as a guide to our Banking & Finance resources for those with no, or limited knowledge of the area. It covers what is meant by project finance, key terminology, features, parties and documents and key tasks for project finance lawyers. For a more detailed introduction to project finance, see Practice Note: Introduction to project finance. For a more general guide to our banking and finance resources, see: Banking & Finance—new starter guide. What is meant by project finance? A ‘project financing’ is a financing transaction where loans are advanced to cover the construction and operation costs of a project, and the recourse of lenders for repayment of those loans is limited to revenues and assets relating to the project. For that reason, it is also referred to as ‘non-recourse financing’ or ‘limited recourse financing’. In addition to debt service, the revenue generated by the project must be sufficient to cover ongoing operating costs and deliver a return on investment

Project Name: [insert] Project Details: [insert] Project Manager: [insert] Start Date: [insert] Completion Date:

1 Procurement project details Project name [Insert name of the procurement project] Project details [Insert a summary of what the procurement project is] Is the proposed procurement within budget? □ Yes□ No Budget holder [Insert name and department of budget holder] Project manager [Insert name of project manager] Project team members [Insert role and name, eg IT team member][Insert role and name, eg HR team member][Insert role and name, eg Finance team member][Insert role and name, eg Legal team member][[Insert role and name]] Project start date [Insert project start date] 2 Background summary Summary of the organisation’s needs [Insert summary of your organisation’s needs that have led to this procurement exercise] Summary of procuring department’s strategy and its decision to make the procurement [Insert summary of procuring department’s strategy and the reasons for the procurement] Summary of the procuring department’s business case for the procurement (including a summary of current costs vs anticipated costs and savings) [Insert summary of business case (if you have one) and current and anticipated costs of the equipment/item/service to be procured] 3 Goals and objectives 3.1 Goals The primary goal(s) the organisation wishes to achieve through this procurement are: Goal Details [Insert goal, eg To reduce costs by £1m per annum] [Insert

In a typical project finance transaction, the lenders rely heavily on the revenues generated by the project for repayment of the loan. As a result, project finance lenders will impose strict restrictions on how the project company uses its cash. This Practice Note examines how the lenders commonly impose these restrictions in project finance transactions. The purpose of project accounts Project finance lenders usually require the project company to establish a number of bank accounts (known as the 'project accounts') and prohibit the project company from opening any other bank accounts. For more information on undertakings in a project finance transaction, see Practice Note: Project finance—undertakings (covenants). Each project account has a specified purpose relating to the project. By restricting the project company's bank accounts in this way, the lenders are able to: • monitor the cash flows through the project and regulate its allocation • ensure that the project company maintains adequate reserves to cover contingencies (ie the costs which arise when the project doesn't go according to plan), and • prevent

Provisions relating to setting up a project bank account may be included within the building contract itself, or could be set out in a separate project bank account agreement with enabling provisions in the building contract. See Practice Note: Introduction to project bank accounts. The parties to be paid out of the account will also need to enter into a trust deed. Key points to consider when reviewing/negotiating project bank account documentation are: • which parties will set up the project bank account and be the account holders? This could be the employer and contractor together, or only one of them • the documentation must provide that the sums in the account are held on trust for the participants of the project bank

What standard forms are available? Although not yet widely used in the private sector, project bank accounts have been recommended by the government for use in public sector construction projects. See Practice Note: Introduction to project bank accounts. In response, standard form documentation has been issued by JCT, NEC and PPC2000. This Practice Note looks at the approach taken and the notable features of these documents/clauses. JCT JCT first issued its Project Bank Account Documentation in 2010. It was republished as part of the JCT 2011, 2016 and 2024 suites, but without any substantive textual changes. While the 2011 edition included a report on a consultation exercise, this has been replaced by guidance notes in the 2016 and 2024 editions. A Scottish version was published by the SBCC in February 2023. The 2024 documentation is designed to provide the means for setting up a project bank account, and comprises three elements: • Project Bank Account Agreement (PBA) • JCT Joining Agreement (PBA/JA) • enabling provisions to be included in the building contract It is designed

The company established by the selected tenderer in a PFI project to be the contracting vehicle for a project.