Loan Note Alternative meaning

This timeline outlines key developments linked to the Alternative Investment Fund Managers Directive (EU) 2011/61/EU (EU AIFMD) from January 2024 onwards. For earlier developments, see Alternative Investment Fund Managers Directive (AIFMD)—timeline [Archived]. For further guidance on EU AIFMD, see Practice Note: EU AIFMD—essentials. For guidance on the UK Alternative Investment Fund Managers (AIFM) regime, see Practice Note: UK regulation of alternative investment fund managers—essentials. 2026 13 March 2026 — ESMA — Guidelines on Liquidity Management Tools (LMTs) for UCITS and open-ended AIFs. The European Securities and Markets Authority (ESMA) has published guidelines on LMTs for UCITS and open-ended AIFs...

Macdonald Hotels Ltd v Bank of Scotland Plc [2025] EWHC 32 (Comm) Relevant facts The High Court examined allegations brought against Bank of Scotland Plc (BOS) by Macdonald Hotels Limited (MHL) arising from the compelled sale of three properties: the Randolph Hotel, the Old England Hotel and the Marine Hotel (the Hotels). MHL contended that disposals occurred when valuations were unusually depressed, contravening implied terms of a facility agreement and, in relation to the Randolph, express provisions in a shareholders agreement. MHL further maintained that BOS ought to have allowed repayment by alternative means (including third‑party refinancing) and/or over an extended timescale. Resolving the dispute required review of years of dialogue, intricate documentation, and numerous detailed amendments. Careful consideration was required to identify and fully determine the issues arising in the case. This note concentrates on the funding arrangements between BOS and MHL; accordingly, the key materials were a suite of loan facility agreements between BOS and MHL, first put in place in 2005 and subsequently amended and...

Firms sometimes extend low-interest (or interest-free) borrowing to directors or staff as part of a remuneration package, or on particular occasions, to assist the individual with major financial outlays. As with any other form of employment reward, where a loan is made by a third party rather than by the employer, the disguised remuneration rules in Part 7A of Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) must be considered first, since those provisions take precedence over most mechanisms for charging employment income to tax (including the benefits code). For further information, see: Disguised remuneration and EBTs—overview and, also, regarding the loan charge within the disguised remuneration rules, refer to Practice Note: Disguised remuneration—history of the loan charge. If no third party is involved (eg where the employer itself advances the loan), or an exemption from the disguised remuneration regime applies, the provisions in the benefits code for employment-related loans outlined below may instead govern the position for the particular loan in question...

Scope of this Practice Note This Practice Note examines the UK regulatory considerations encountered by crowdfunding platforms from a financial services standpoint. It ought to be read in conjunction with the Financial Services and Markets Act 2000 (FSMA 2000), together with relevant secondary legislation, and regulatory rules and guidance, including, in particular, provisions within the Financial Conduct Authority (FCA) Handbook and the FCA’s webpage devoted to crowdfunding. This Note briefly outlines initiatives at EU level in relation to regulating crowdfunding, which are discussed in detail in Practice Note EU Regulation of crowdfunding—the ECSP Regulation and the MiFID II Crowdfunding Directive. Crowdfunding (sometimes referred to as 'crowd sourcing' or 'crowd financing') operates on the basis that individuals seeking capital, such as entrepreneurs, present ventures or businesses on an online platform, and members of the public contribute funds through that platform. There is no ceiling on an individual contribution; however, unlike more established fundraising methods, many platforms enable participants to put in as little as £10. Typically, the entrepreneur will be...

This Practice Note offers a synopsis of the organisational, valuation and delegation requirements under the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (AIFMD), as supplemented by Commission Delegated Regulation (EU) 231/2013 (EU AIFMD Level 2 Regulation). It sets out how alternative investment fund managers (AIFMs) should structure their operations and distils the principal provisions concerning asset valuation and delegation. What is the AIFMD? The AIFMD (Directive 2011/61/EU) came into force in EU Member States on 22 July 2013 and governs the management, administration and marketing of alternative investment funds (AIFs) across the EU. AIFMD, as implemented, applies to all EU AIFMs that manage one or more AIFs, whether those AIFs are EU AIFs or non-EU AIFs. The AIFMD, as implemented in EU Member States, also extends to: non-EU AIFMs who manage EU AIFs; and in part, non-EU AIFMs who actively market AIFs in the EU For general information on how the AIFMD applies, see: Investment funds, asset management, and benchmarks...

Strictly private and confidential The Directors [ Insert offeree’s name ] plc [ Insert offeree address ] Date: [ insert date ] STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026. Key provisions for UK public securities offers and admissions to trading primarily sit in the Public Offers and Admissions to Trading Regulations 2024 (POATRs), SI 2024/105, with a new FCA sourcebook called The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have now been revoked in their entirety. These reforms aim to streamline capital raising and materially cut the number of situations in which a company must produce an FCA-approved prospectus for subsequent share issues, particularly for further issues of shares. For comprehensive details on the reforms, see Practice Note: UK prospectus regime reform. This Practice Note describes the UK prospectus framework as it stood before 19 January 2026...

Definitions Alternative TTE instruction – a TTE instruction that meets the criteria specified in paragraph [13.2(c)] of Part II of the Offer Document. Loan Note Alternative – an option under the Offer allowing Offeree Shareholders to choose Loan Notes instead of some or all of the cash consideration otherwise payable, with further particulars set out in [Appendix X] to this document. Loan Noteholder – any person in whose name Loan Notes are held. Loan Note Instrument – the instrument creating the Loan Notes, to be executed by [Offeror] once the Offer has become, or is declared, unconditional. Loan Notes – the notes to be issued by [Offeror] pursuant to the Loan Note Alternative. Noteholder Resolution – either: (a) a resolution passed at a duly convened meeting of Loan Noteholders in accordance with the Loan Note Instrument and approved by not less than 75% of those voting (on a show of hands or, if a poll is demanded, 75% of votes cast); or...

Introduction What does this Precedent cover? This Precedent provides: replacement plug-in clauses for an English limited liability partnership (LLP), drafted for inclusion in the Precedent: Facility agreement (term loan): single company borrower—bilateral—with or without security or a guarantee; alternative plug-in clauses for an LLP prepared for the Precedent: Real property mortgage: single company chargor—bilateral—specific monies; and further points to consider when modifying those precedents for LLP use. When inserting substitute wording or making other amendments to the precedents, ensure the remaining provisions, and any relevant facts and commercial drivers of the underlying deal, are reviewed carefully. These clauses can also be adapted for other facility agreements and security documents, but a thorough assessment of all clauses is essential when tailoring or revising them. For more on working with limited liability partnerships in finance transactions, see the Practice Note: Dealing with limited liability partnerships in a finance transaction—investigating capacity and authority. This Precedent addresses English law matters only. General considerations...