A pollutant linkage which forms the basis for a determination that a piece of land is contaminated for the purposes of Part IIA EPA 1990.

Immigration analysis: Statement of Changes in Immigration Rules HC 334 was published on 26 November 2024, and included major changes to the Ukraine Scheme. The Rules for the new Ukraine Permission Extension Scheme are introduced and will come into force on 4 February 2025. The Ukraine Extension Scheme will close fully on the same date. Ukraine Scheme leave has been excluded from the ten-year long residence route from 18 December 2024. The details of the new Rules, as currently drafted, contain a number of concerns which may cause problems for Ukrainians living in the UK. This analysis looks in detail at the changes, and some of the key practical implications.

A term defined in the AIM Rules as any person with a holding of 3% or more in any class of AIM security (excluding treasury shares). This term is relevant in: • Rule 2 of the AIM Rules under which an applicant to AIM must disclose significant shareholders in its Schedule One information • Rule 17 under which an AIM company must notify any relevant changes to significant shareholders, and • Rule 26 under which an AIM company’s website must disclose significant shareholders.

This checklist sets out the information that must be notified to a regulatory information service (RIS) by a company listed in the equity shares (commercial companies) category in relation to a significant transaction as provided in UKLR 7.3 of the UK Listing Rules (UKLR). A significant transaction under the UKLR is a transaction where any percentage ratio is 25% or more. Initial disclosure requirements—UKLR 7.3.1R The following information must be notified to a RIS as soon as possible after the terms of a significant transaction are agreed: UKLR reference Details UKLR 7.3.1R (2)(a) Statement as to why the transaction is notifiable under UKLR 7. UKLR 7.2.13G (4) Where the notification relates to aggregated transactions, an explanation as to why the transactions have been aggregated, having regard to whether UKLR 7.2.11R (1)(a), (1)(b) or (1)(c) applies. UKLR 7.3.1R (2)(b) Overview of the transaction and the company’s reasons for entering into it, including the information below. UKLR 7 Annex 2, 1.1 R (1) Details of the transaction, including the name of the other party to the transaction. UKLR

This Practice Note looks at the regulatory requirements applicable to a company listed in the equity shares (commercial companies) category (also referred to as the commercial companies category) where it is carrying out or proposing to carry out a transaction which is classed as a significant transaction under Chapter 7 of the UK Listing Rules, UKLR 7. References to a listed company in this Practice Note are to a company listed in the commercial companies category. A significant transaction is a transaction, outside the ordinary course of the listed company’s business, where any class test results in a percentage ratio of 25% or more. The class tests are a series of tests used to assess the size and importance of a transaction undertaken by a listed company or one of its subsidiary undertakings and are set out in UKLR 7 Annex 1. The following additional content in Lexis+ UK Corporate may also be useful: • Practice Note: UK Listing Rules class tests—fundamentals • Significant transactions—checklist for announcements • UKLR Resource Note—UKLR 7—Equity shares (commercial

Arbitration analysis: The award in PV Investors v Spain represents a departure from a number of investor-state arbitrations brought against Spain concerning breaches of Article 10(1) of the Energy Charter Treaty (ECT) arising out of changes made to incentives offered to encourage investment in the renewable energy sector. In this instance, while Spain was found to have breached Article 10(1) of the ECT, the basis for that finding differed from the majority of the previous awards, resulting in a significantly lower award of damages than if the previous decisions had been followed. Written by Neil Newing, of counsel, and Johnny Shearman, professional support lawyer, at Signature Litigation LLP.

Dispute Resolution analysis: John Ditchburn, barrister at Lamb Chambers, considers Kupeli and others v Atlasjet Havacilik Anonim Sirketi in which the Court of Appeal held that the Cancellation of Contracts Made in a Consumer’s Home or Place of Work etc Regulations 2008 (2008 Regulations) did not apply to conditional fee agreements (CFAs) which had been signed at a meeting arranged away from the solicitor’s premises for the purpose of entering into the CFAs.

Parties 1 Issuer [•] 2 Guarantor [•] 3 Lead Manager [•] 4 Settlement Manager [•] 5 Principal Paying Agent [•] 6 Trustee [•] 7 Registrar [•] 8 Auditors [•] 9 Tax Advisers 10 Lead Manager Legal Advisers [•], legal advisers as to the Lead Manager, and [•], legal advisers as to the Trustee 11 Issuer Legal Advisers [•], legal advisers to the Issuer and the Guarantor 12 The Depository Trust Company (DTC) 13 Euroclear Bank SA/NV (Euroclear) 14 Clearstream Banking S.A. (Clearstream) 15 Common Depositary [•], in its capacity as Common Depositary 16 [The London Stock Exchange plc] (Stock Exchange) 17 [The Financial Conduct Authority] (FCA) 18 [Regulatory News Service of the Stock Exchange] (RNS) SIGNING AGENDA 1 Preliminary Prospectus — [DATE] 1.1 All parties to agree the Preliminary Prospectus (including sign-off from the FCA). 1.2 All legal documents and conditions precedent to have been substantially agreed. 1.3 Investor presentations and launch announcements to be finalised. 1.4 Printing of Preliminary Prospectus (if any printed copies required). 1.5 Global investor call to be held. 1.6 Pre-pricing due diligence call to have taken place. 1.7 Pricing. 2 Time and place of the Signing The

Timing Signing and completion are important milestones in a loan transaction. There are two possibilities as to their timing: • signing and completion take place on the same day—in such cases, all the conditions precedent to funding will need to be satisfied (or have been waived (see Precedent: Waiver letter: for a bilateral facility agreement—waiving conditions precedent)) before signing and completion can take place • there is a gap between signing and completion—this allows the parties to commit to the deal on signing but leave themselves time between signing and completion to satisfy any outstanding conditions precedent to funding What happens during this phase? Signing Signing is the point at which the parties execute the final versions of the finance documents and the deal becomes binding (albeit, in most cases, subject to certain conditions precedent being satisfied—see Practice Notes: Conditions precedent and Conditions precedent phase in loan transactions). If there are any other ancillary documents relevant to the transaction requiring signature, they may also be signed at the same time (particularly

Each of the documentary conditions precedent (CPs) to funding must be satisfied (or waived) before funding can take place. For more information on the purpose and types of conditions precedent, see Practice Note: • Conditions precedent, and • Conditions precedent to lending—overview Who signs off on the documentary CPs? Once all of the documentary CPs have been satisfied (or waived), the lender (or, in syndicated transactions, the facility agent) will usually be required by the terms of the facility agreement to confirm to the borrower, in writing, that this is the case. However, whether the documentary CPs have been satisfied will have been determined by a number of factors: legal, commercial and factual issues will have been addressed by a combination of the lender(s) and the lawyers acting for the lender(s). Therefore, signing off on the documentary CPs will involve both the lender(s) and lawyers. It is important, however, to note that the final commercial decision on whether to lend is made by the lender(s)

Key words or phrases referred to in these signing/authorisation limits are defined in the ‘Terms’ table—see section 1. 1 Terms Word or phrase Definition Contract A written or verbal agreement between two or more parties creating obligations that are enforceable or otherwise recognisable at law and binding on [Insert organisation’s name], regardless of whether it is specifically called a contract. Examples include:—leases—licences—guarantees—indemnities—agreements—letters of intent—memoranda of understanding—statements of work—non-disclosure (or confidentiality) agreements—click-to-accept online terms—’shrink-wrap’ licence agreements and extensions—amendments or variations to any Contracts Extraordinary Items Expenditure that is not included in Board-approved budgets, exceeds Board-approved budgets or is outside the normal course of business.Examples include:—guarantees—indemnities—the purchase, sale, exchange or transfer of complete or partial interests in real property— the lease or sub-lease of real property—contracts the term of which, including potential renewals, exceeds five years, regardless of Contract value—writing-off obsolete stock—ex-gratia payments—the settlement of legal action at a cost that equals or exceeds £[insert, eg 250,000] regardless of insurance coverage—[any

CASE HUB ARCHIVED—this archived case hub reflects the position at the date of the decision of 15 December 2022; it is no longer maintained. See further, timeline. Case facts Outline UK merger investigation into the anticipated acquisition by Sika AG of MBCC. The transaction involved horizontal overlaps in the supply of chemical admixtures used in the construction industry. Latest developments On 15 December 2022, the CMA issued its final report, concluding that the transaction leads to a SLC in the supply of chemical admixtures for cement, concrete and wet mortar in the UK. To remedy the SLC, the parties proposed a partial divestiture remedy comprising the divestiture to a single purchaser of MBCC’s chemical admixtures business in the UK, across Europe and several other countries (including its central R&D assets). Parties • Sika AG (Sika): Sika is a Swiss based multinational speciality company active across the construction sector and motor vehicle industry.• MBCC Group (MBCC): MBBC is a German based company headquartered in Mannheim. It is a leading supplier of construction chemicals and solutions. Background Background On