Connected persons meaning

This Checklist is for the offeror and its advisers, outlining preliminary actions and considerations ahead of announcing an offer and issuing the offer/scheme document. It addresses preparation, bid planning, due diligence, announcements and other connected matters. This is not a complete Checklist; what is required will turn on the precise features of the transaction. Any references to Rules are to the rules of the City Code on Takeovers and Mergers (the Code). Preparatory steps Appoint principal advisers (financial adviser, legal adviser, brokers, public relations consultants, etc). Prior to a bid—the offeror Hold the offeror’s initial board meeting. Constitute a capable offer committee with appropriate delegated authority from the board. Confirm there are no regulatory or commercial conflicts of interest. Identify all concert parties (and affiliated persons). Acting in concert Ensure all participants understand the secrecy requirements: financial advisers should, at the very start of discussions, alert clients to the critical importance of confidentiality...

What is the background to this case? On 6 May 2022, via an ex parte, without-notice application, the NCA secured nine Account Freezing Orders (AFOs) under sections 303Z1 and 303Z3 of the Proceeds of Crime Act 2002 (POCA 2002), each lasting 12 months. Allegations were made that persons and entities connected to Petr Aven—described as a ‘prominent Russian businessman and pro-Kremlin Oligarch’—had effected suspicious payments and/or were retaining monies for his benefit around the time of his designation by the EU on 28 February 2022, and subsequently by the UK on 15 March 2022, following Russia’s invasion of Ukraine on 24 February 2022. Those persons and entities included Ingliston Management Ltd, a UK-registered ‘service company’ owned by Stephen Gater, which has been responsible for the running of Mr Aven’s three UK homes and for meeting the domestic and personal expenses of Mr Aven and his family residing there. It is alleged that the funds for these activities were provided by Mr Aven...

Waterside Escapes Ltd v HMRC [2020] What are the practical implications of this case? The judgment considers two strands of the SDLT code: the 15% charge in FA 2003, Sch 4A and the partnership rules in FA 2003, Sch 15, alongside a detailed review of the connected persons provisions in the CTA 2010. It confirms that, for FA 2003, Sch 4A, para 5(2), what matters is the company’s subjective intention about whether a non-qualifying individual may occupy a dwelling, and that intention can be shown by a clause in a shareholders’ agreement. The case reminds tax practitioners that the wording of shareholders’ agreements and other governing documents can be pivotal in determining whether relief applies (here, relief from the 15% SDLT rate was unavailable because of a permissive clause in the shareholders’ agreement). It further confirms that the concept of occupation for the 15% relief is intentionally broad and includes all forms of occupation except where the use is wholly for business purposes (in...

Throughout 2023 and into early 2024, attention was firmly fixed on the implementation and enforcement of sanctions under the UK’s autonomous post‑Brexit regime, with Russia the prime focus. Per the most recent officially reported data, as at 31 March 2023 the UK’s consolidated list of financial sanctions targets, maintained by the Office of Financial Sanctions Implementation (OFSI), named 3,883 designated persons. Those individuals and entities were subject to an asset freeze (or other restrictions) across 35 sanctions regimes. These totals are likely to have increased substantially over the past 12 months, and we expect them to rise further between now and the end of the year. Alongside the expansion of the roster of sanctioned persons, 2023 also brought a suite of new financial and trade prohibitions. Measures introduced under the Russia regime have included limits on providing trust services and legal advisory services. Over 90% of the Russian banking sector is now within scope of sanctions, and curbs apply to dealings in money market instruments and securities, as well as...

This Practice Note has been prepared in collaboration with Anthony Partridge of Ogier, Cayman Islands, and Wisdom Hon of Ogier, Hong Kong. Introduction For individuals who are not domiciled in the Cayman Islands but personally hold assets located in the Cayman Islands, they may put in place a separate Will governed by Cayman Islands law to dispose of those assets and ease the subsequent probate process. Under Cayman Islands law, the governing law for both the formal validity and the essential/material validity of a Will made by a person domiciled abroad depends on the nature of the assets concerned. For immovable property situated in the Cayman Islands, the applicable law is the lex situs, namely the law of the Cayman Islands. For movable property, including cash held in bank accounts or shares in Cayman Islands companies (such as Cayman Islands exempted companies), the applicable law is the law of the deceased’s last domicile. It should be noted that not all shares connected with the...

The UK’s rules on hybrid and other mismatches Since 1 January 2017, the UK’s hybrid and other mismatch rules (described in this Practice Note as the hybrid rules) have been in force, designed to neutralise tax mismatches arising from how a hybrid instrument or hybrid entity is treated for tax. Although the hybrid rules typically apply to cross-border dealings involving two or more jurisdictions, they can also apply to transactions that are entirely UK domestic. They specifically address: deduction/non-inclusion mismatches (D/NI mismatches), i.e. where a payment under a hybrid mismatch arrangement is deductible in the payer jurisdiction for tax purposes but is not included in the taxable income of a payee or a related party investor; and double deduction cases (DD cases), i.e. where a payment under a hybrid mismatch arrangement gives rise to more than one tax deduction. For more detail on the hybrid rules, see Practice Note: Hybrid mismatches—introduction to the rules. For an overview in table form of...

This Practice Note examines matters and recommended approaches for sharing personal data between controllers (including joint controllers and independent controllers) in general business-to-business commercial situations, under Regulation (EU) 2016/679, the EU’s General Data Protection Regulation (EU GDPR). It proceeds on the basis that readers already understand the main data protection notions and terminology, and the function of key supervisory organisations. For a broad overview of the EU GDPR and connected topics, see Practice Note: The EU’s General Data Protection Regulation (EU GDPR). In brief—summary of steps controllers should often take before data sharing The EU GDPR is designed to ensure information about living individuals (within the meaning of ‘personal data’) is handled fairly and responsibly. A central safeguard is the set of duties imposed on ‘controllers’—generally those determining why and how processing occurs. ‘Processing’ is widely construed to cover almost any operation on data, such as storing, deleting, collecting, disclosing or using it. In short, before commencing any routine controller-to-controller sharing, commercial organisations should usually: ...

PART [ Seven ] ADDITIONAL INFORMATION 1 Responsibility 1.1 The [ Offeree ] Directors, whose names are set out in paragraph 2.1 below, accept responsibility for the information in this document, save for the information for which others take responsibility pursuant to paragraph [ s ] [ 1.2 and ] 1.3 below. To the best of the knowledge and belief of the [ Offeree ] Directors (who have taken all reasonable care to ensure this), the information in this document for which they are responsible accords with the facts and does not omit anything likely to affect the import of that information. 1.2 [ The [ Offeror Parent ] Directors whose names are set out in paragraph 2.2 below accept responsibility for the information in this document relating to [ Offeror Parent ], the [ Wider ] [ Offeror ] Group (including [ Offeror ]), the [ Offeror Parent ] Directors, the [ Offeror ] Directors and their respective close relatives, related trusts and connected persons, and...

Ordinary resolution That approval be granted, under section 197 of the Companies Act 2006, for the Company to make a loan of [ insert amount of loan ] to [ insert name of director ], a director of the Company. OR That, in accordance with section 197 of the Companies Act 2006, the Company’s proposed provision of [ guarantee OR security ] in relation to a loan of [ insert amount of loan ] by [ insert name of person who has given or is giving the loan ] to [ insert name of director ], a director of the Company, be approved. OR That the [ insert details of arrangement falling within the definition of ‘related arrangement’ in section 203(1) CA 2006 ] be approved pursuant to section 203 of the Companies Act 2006...

General notification of interest in an existing transaction or arrangement To the Directors [ Insert name of company ] [ (Company) ] [ Insert address ] [ Insert date ] Dear [ Directors ], [ Pursuant to section 185 of the Companies Act 2006 [ , OR and ] for the purposes of section 182 of the Companies Act 2006 [ and article [...