The party to whom an asset-based lender or receivables financier make a loan facility available.

Banking & Finance analysis: The Court of Appeal held that contractual interest continues to accrue unless the borrower makes a valid tender of the full sum due and, if payment is refused, keeps immediately available funds set aside for the lender. Conditional refinancing proposals or settlement offers are insufficient, even where the lender has wrongly asserted a default. The court also upheld default interest of four per cent per month, compounded monthly, applying Cavendish v Makdessi: the question was whether the detriment was out of all proportion to the lender’s legitimate interests. Practitioners should ensure any purported tender is unconditional, fully funded and continuously available, and should assess default rates against evidenced legitimate interests at the date of contracting. Produced in partnership with Robert Aulsebrook, senior counsel at Akin Gump LLP.

A certificate delivered by a client/borrower to an asset-based lender during the life of a facility and which identifies the present value of an asset class being funded. Typically used in inventory and receivables lending facilities.

What is a borrowing base facility? Borrowing base facilities ('BB Facilities') are a type of trade finance. They are working capital credit facilities designed to provide short term liquidity by way of advances or the issue of trade instruments ('Instruments') such as letters of credit (see: Letters of credit—overview) or demand guarantees (see: On demand guarantees/bonds—overview). They are secured in full by current assets (usually trading receivables, inventory (ie goods in storage or in transit), cash and contractual rights) of the borrower and/or other security providers. To that end, the amount of capital available to the borrower at any moment is directly linked to the value of the assets providing security to the lender(s). BB Facilities are generally provided to trading companies on a revolving basis for the purposes of purchasing, storing, transporting and selling prescribed commodities. They are usually used to finance a pool of traded assets with high price volatility. A typical borrowing base facility agreement will include provisions which focus on those assets and their value. A typical BB Facility will have a tenor of 1–2 years, although

The power to borrow Generally, the power to borrow will be found: • in the governing document • in the Trusts of Land and Appointment of Trustees Act 1996 (TLATA 1996) • in the Trustee Act 2000 (TrA 2000) • by implication It would be strange if a modern governing document did not include a power to borrow. Those model documents supplied by the Charity Commission all include the necessary power. Where the governing document fails to assist, the charity will have to, firstly, rely on the statutory provisions. Prior to 1 January 1997, trustees could rely on the provisions of sections 29 (charitable and public trusts) and 71 (tenant for life’s power to raise money by mortgage) of the Settled Land Act 1925 (SLA 1925). This is now only of historical interest to prove that a charity had the absolute power to charge property, as SLA 1925 was replaced by the Trusts of Land and Appointment of Trustees Act 1996 (TLATA 1996). TLATA 1996 was a radical change as charities now held land subject to

1. What is the applicable legislation? Bosnia and Herzegovina does not currently have a FDI regime comparable to those emerging across Europe in response to the EU FDI Screening Regulation. Instead, Bosnia and Herzegovina maintains more traditional authorisation systems, primarily focused on the defence and media sectors. Foreign investments in Bosnia and Herzegovina, including those in sectors subject to specific restrictions, are regulated at multiple levels due to the country’s administrative structure: • Bosnia and Herzegovina (state level)—the Foreign Direct Investments Policy Act (Official Gazette of BiH Nos. 4/1998, 17/1998, 13/2003, 48/2010 and 22/2015) establishes the general framework for foreign investment policy and procedures and applies across the entire territory of Bosnia and Herzegovina (the FDI Policy Act) • Federation of Bosnia and Herzegovina (FBiH) (entity level)—the FBiH Foreign Investments Act (Official Gazette of FBiH, Nos. 61/2001, 50/2003 and 77/2015) sets out the rules governing foreign investment approvals within the FBiH, and • Republika Srpska (RS)

This table summarises all completed investigations by Bosnia & Herzegovina’s competition authority (the Council of Competition—the CC) into alleged cartels, anti-competitive agreements and abuses of dominant positions since 2018. Note—only investigations that have been made public are included in this table. 2024 Investigations under Article 4 of the Competition Law Case name, companies under investigation and industry Issues Developments Public procurement of road rehabilitation works• Undertakings unknown Restrictive agreements • Infringement decision announced—08/11/2024; fines totalling KM 209,801 imposed Public procurement of computer systems• 11 undertakings (listed here) Restrictive agreements • Infringement decision issued—07/11/2024; fines totalling KM 284,927 imposed Investigations under Article 9 of the Competition Law Case name, companies under investigation and industry Issues Developments District heating distribution and supply services• Undertakings unknown Unknown • Infringement decision announced—08/11/2024; fines totalling KM 27,500 imposed 2023 Investigations under Article 4 of the Competition Law Case name, companies under investigation and industry Issues Developments The CC did not issue any decisions under Article 4 in 2023 Investigations under Article 9 of the Competition Law Case

NOTE—to see whether notification thresholds in Bosnia and Herzegovina and throughout the world are met, see Where to Notify. 1. Have there been any recent developments regarding the Bosnia and Herzegovina merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Bosnia and Herzegovina? In August 2020, the Competition Council (Konkurencijsko vijeće, Competition Council) appointed a working group to prepare amendments to the Law on Competition 2005 (Competition Law 2005). However, no amendments have been adopted to date, and there is currently no publicly available timeline for legislative reform. Other than this, there have been no significant recent developments in the Bosnia and Herzegovina merger control regime, and no specific ‘hot’ merger control issues have emerged in practice. 2. Under the Bosnia and Herzegovina merger control law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the position in relation to 'minority shareholdings'? The concept of ‘control’

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This table summarises all completed investigations by Botswana’s competition authority (the Competition and Consumer Authority—the CCA) into alleged cartels, anti-competitive agreements and abuses of dominant positions since 2018. Note—only investigations that have been made public are included in this table. 2025 Investigations under section 25 of the Competition Act 2018 The CCA did not issue any decisions under s25 in 2025 Investigations under section 31 of the Competition Act 2018 The CCA did not issue any decisions under s31 in 2025 2024 Investigations under section 25 of the Competition Act 2018 The CCA did not issue any decisions under s25

NOTE—to see whether notification thresholds in Botswana and throughout the world are met, see further: Where to Notify. 1. Have there been any recent developments regarding the Botswana merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Botswana? Legislative framework The most significant recent development occurred on 2 December 2019, when amendments to the merger control regime introduced through the Competition Act 2018 (Competition Act 2018) and related regulations came into force.The key amendments included: • the renaming of the competition authority to the Competition and Consumer Authority (CCA) • the introduction of a maximum penalty for breaches of the merger control rules of up to 10% of the consideration or the combined turnover of the parties involved in the merger (whichever is greater) • a new notification form (Form K) • the power for the government to provide comments to the CCA where there is a public interest matter • the

A form of investment style which looks at the value of each individual investment – as opposed to ‘top-down’, which looks at sectors. Many managers use both.