The nature and types of commodities There are different types of commodities, but they have some key characteristics in common. Commodities are raw or unprocessed materials that are usually used in the production of other goods Examples include grains and cocoa that are processed into foodstuff or agricultural produce, or crude oil that is refined into petroleum products. Commodities can be traded on exchanges One such exchange is the London Metal Exchange for base metals. Although many commodities are of a type capable of being exchange-traded, most sales and purchases of commodities happen privately within the supply chain, even where their pricing is typically determined by reference to an external commodity price index. This index generally has a relationship with the price of commodity futures being traded on exchanges. Commodities are fungible or interchangeable Commodities are generally interchangeable with other commodities of the same type. Commodities may be graded as to quality and must meet certain minimum standards to be exchange-tradeable. Commodities are typically divided into categories: • 'softs' or agri-commodities, encompassing grains and other

This Practice Note explains structured deposits and covers: (1) what structured deposits are, (2) the elements of a structured deposit, considered from the viewpoints of the investor and the bank with which the deposit is placed, and (3) regulatory issues, including regulated activities relating to structured deposits under the Financial Services and Markets Act 2000 (FSMA 2000), potential protection for investors in structured deposits under the Financial Services Compensation Scheme (FSCS), potential for holding a structured deposit in an Individual Savings Account (ISA) under the Individual Savings Account Regulations 1998, SI 1998/1870 and the application of Assimilated Regulation (EU) 1286/2014 (the UK PRIIPs Regulation) and the Financial Conduct Authority (FCA)’s Consumer Duty to structured deposits offered to retail investors. What are structured deposits? A structured deposit is an investment product in which: • the investor deposits money for a fixed term with a bank or other deposit taking institution • the investor receives, instead of interest on the deposit, a return which is calculated by reference to an agreed measure, for example the performance of a stock exchange index

A special purpose vehicle which purchases highly rated securities by issuing commercial paper and medium term notes.

Structured investment vehicle—a Special purpose vehicle (SPV) which purchases highly rated securities by issuing commercial paper and medium-term notes.

Types of products that can be static or managed A transaction backed by a portfolio of assets (such as a securitisation) may have a static, revolving or managed pool. These terms relate only to how the assets may change after closing. For example, they do not themselves determine whether the structure is a securitisation or what regulatory requirements apply. A static pool generally amortises without discretionary reinvestment, while a revolving pool acquires new eligible exposures under predetermined criteria. A managed pool permits an appointed manager to buy, sell or substitute assets within contractual limits. In each case, any permitted cures, repurchases and substitutions will be set out in the relevant transaction documents. What is a static transaction? In a static transaction, the initial collateral or underlying assets are ordinarily retained until repayment, maturity or enforcement, subject to permitted disposals or substitutions, such as those following a breach of representations and warranties. A static structure may still require a servicer, trustee or calculation agent and substantial ongoing administration. Static and managed structures occur across

Background Public rights of way (PROW) are highways that allow the public a legal right of passage. They have the same status and protection in law as highways and remain in existence until legally closed, diverted or extinguished. It is a criminal offence to obstruct a PROW. A definitive map is a legally conclusive record of the public rights of way in one of four categories (footpath, bridleway, road used as a public path or byway open to all traffic) shown on it at the date the map was produced, known as the relevant date. The map is accompanied by a statement that

This Practice Note is about structures and buildings allowances (SBAs), which are allowances for capital expenditure on non-residential structures and buildings that were constructed, renovated or converted under contracts entered into on or after 29 October 2018. SBAs are often available when plant and machinery allowances are not. In the Corporate Tax Roadmap published at Autumn Budget 2024 on 30 October 2024, the government committed to maintain the structures and buildings allowance for the duration of the Parliament. There are special rules affecting SBAs in freeports, for which see Practice Note: Freeports in England—tax features, as well as for SBAs in investment zones. Qualifying expenditure SBAs are available for capital expenditure incurred on or after 29 October 2018 on: • the construction of a non-residential structure or building provided the construction activity began on or after 29 October 2018 and there was no contract for works to be carried out in the course of the construction of that particular building or structure entered into before that date, or • the acquisition of a non-residential

Introduction to project finance structures This Practice Note considers what is meant by ‘structure’ in the context of a project finance transaction and identifies key issues that inform the approach to structuring a project finance transaction. This Practice Note looks closely at the Azura Edo independent power project in Nigeria (Azura Edo IPP) as a case study to help identify and explain a number of innovative project finance structuring solutions which have been successfully implemented in order to overcome certain identified risks and challenges. This Practice Note is not intended to be a general introduction to project finance and does therefore assume a basic familiarity with its concepts. For an introduction to project finance, see Practice Note: Introduction to project finance. The focus of this Practice Note is on construction financings—that is, new projects being developed from scratch (also known as ‘greenfield projects’), rather than the sale or purchase of existing operating

This document provides a comparative timetable distinguishing between takeovers by way of takeover offer and takeovers by way of a transfer scheme of arrangement. For a discussion of the options available for structuring an offer, and a comparison between takeovers by way of scheme of arrangement and takeovers by way of contractual offer, see Practice Note: Structuring a takeover—offers vs schemes of arrangement. For more detailed timetables for a takeover structured by way of offer or scheme, see: Timetable—offer and Timetable—scheme. References to Rules are to Rules of the Code. Date Takeover offer Scheme of arrangement Before D - 28 Provisionally book hearing dates with High Court D - 29 Sign credit agreement—stage 1 CPs satisfied No earlier than D - 28 Announce offer (content to comply with Rule 2.7) Announce scheme (content of scheme to comply with Rule 2.7 and Section 3(c)(i) of Appendix 7)Issue claim form in High Court with supporting documents (including scheme document)Sign credit agreement—stage 1 CPs satisfied Between D

This Practice Note contrasts and compares the principal features of the two most commonly utilised transaction structures for the acquisition of a UK public limited company (or any other company governed by the City Code on Takeovers and Mergers (Code)), ie takeover offers and schemes of arrangement, and examines the key differences between the structures. This Practice Note includes a summary table: Key advantages and disadvantages of offers and schemes, but for a more detailed look at the advantages and disadvantages, from the offeror’s perspective, of effecting a takeover by way of a scheme of arrangement, see Practice Note: Schemes of arrangement—advantages and disadvantages. Offers and schemes There are two primary methods of implementing a takeover of a UK public company: • by way of a contractual takeover offer under section 974 (offer) of the Companies Act 2006 (CA 2006) • by way of a scheme of arrangement under CA 2006, Pt 26 (scheme) While takeovers of a UK public company implemented under either structure are subject to the Code, the

The Financial Conduct Authority (FCA) has announced that, following a sentencing hearing at Southwark Crown Court, Stuart Bayes, was sentenced to 18 months’ imprisonment, suspended for two years, after being convicted of two counts of insider dealing in a prosecution brought by the FCA.  The FCA has also commenced confiscation proceedings against Bayes, with a hearing listed for 4 October 2024.

Restructuring & Insolvency analysis: Mathew Ditchburn, partner at Hogan Lovells, and Ed Boyle, director at KPMG, consider the decision in Laverty v British Gas Trading. They say the decision clarifies how the principle established by the Supreme Court in Nortel should apply to certain property and other liabilities arising following an administration appointment.