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Working capital condition meaning

What does Working capital condition mean?
A working capital condition is an offer condition in a takeover bid making completion conditional on the offeror arranging or maintaining financing for the enlarged offeror group’s ongoing funding needs, excluding the cash consideration payable under the offer. In this context, working capital refers to third‑party debt required for the enlarged group for reasons other than funding the offer price. This is not a statutory term; its use and acceptability are governed by the UK Takeover Code and Panel practice. Under Rule 13 and Practice Statement 11 (Working capital requirements in cash and securities exchange offers), such conditions must be objective, specific and not dependent on the offeror’s judgement or discretion. They cannot substitute for the separate requirement that cash consideration be fully financed and confirmed at announcement. The Panel will permit invocation only with its consent and where the circumstances are of material significance to the offeror in the context of the offer. Practically, these conditions are used where the offeror needs new or continued revolving credit or similar facilities for the post‑completion business. Usage and regulatory approach are broadly consistent across England & Wales, Scotland and Northern Ireland (under the UK Takeover Code) and in Ireland under the Irish Takeover...
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NEWS
UK Private Client update: trusts and Court of Protection rulings; key FTT tax cases (SDLT, PPR, entrepreneurs’ relief, SARs); HMRC Manuals; TAMD 2024; Pandora Papers letters; international developments

In this issue: Trusts Court of Protection UK taxes for Private Client HMRC Manuals updates Tax avoidance, evasion and non-compliance Budgets and Finance Bills Insolvency—Private Client International Question of the week Additional Private Client updates this week Daily and weekly news alerts LexTalk®Private Client: a Lexis®PSL community New and updated content Dates for your diary Trackers Latest Q&As Useful information Trusts FTT finds acquisition of property gave rise to a resulting trust (Raveendran v Revenue and Customs Commissioners) The FTT examined an appeal against a discovery assessment arising from the disposal of a property. The taxpayer had omitted the disposal from his return for the relevant year, even though the asset was transferred to his sister-in-law. He had bought the property, in substance, for his brother’s benefit (the brother carried on business from the premises), but the brother’s bankruptcy meant he could not obtain borrowing to...

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PRACTICE NOTES
City Code on Takeovers and Mergers Rule 2: secrecy, leaks, announcement triggers, content and timing; PUSU, sale processes, cash confirmations; Panel practice, rulings and recent amendments

This Resource Note summarises the key features of Rule 2 of the City Code on Takeovers and Mergers (the Code), addressing strict confidentiality obligations ahead of any announcement and both the scheduling and substance of offer announcements. It signposts pertinent materials, commentary and guidance issued by the Panel on Takeovers and Mergers (the Panel), together with Lexis+® UK commentary and tools, to provide practical insight and guidance into interpreting and applying Rule 2. Materials referenced in this Resource Note comprise the following: Practice Statements released by the Panel Executive (the body responsible for the day‑to‑day supervision and regulation of takeovers) (Executive), which offer informal guidance on how the Executive usually interprets and applies the Code Panel Statements (P/S) and Panel Instruments issued by the Panel Public Consultation Papers (PCP) and Response Statements (RS) from the Code Committee the Panel’s published Annual Reports discussing general overarching issues (Annual Reports) newsletters, together with technical and procedural notes published by the Financial Conduct Authority (FCA)...

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PRACTICE NOTES
2019 civil litigation appeals tracker: key UK appellate courts and CJEU decisions, plus forthcoming appeals

ARCHIVED: This Practice Note has been archived and is not maintained Keeping abreast of case law that shapes a practitioner’s specialism, or influences civil litigation procedure generally, is a persistent challenge for those working in dispute resolution. This Practice Note distils the leading appeal authorities—decisions of the Court of Appeal and Supreme Court, and, where relevant, selected judgments of the Court of Justice of the European Union (CJEU)—that we have reported, giving users straightforward access to those rulings. Use the table of contents in the left margin to browse, or locate items quickly with [CTRL]+[F]. It also sets out a selection of forthcoming appeals, where known, to aid horizon scanning. The material is not intended to be a comprehensive catalogue of every appeal and/or significant decision for dispute resolution practitioners. Key forthcoming appeal cases—2019 Terminating contracts—frustration Canary Wharf (BP4) T1 Ltd v European Medicines Agency [2019] EWHC 921 (Ch)—Court of Appeal: permission to appeal granted in the lower court...

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PRACTICE NOTES
UK tax reliefs for managers in growth capital rounds: interest relief on borrowings, SEIS, EIS and business asset disposal relief, including 2025–2026 rate changes

FORTHCOMING CHANGE relating to call for evidence on tax support for entrepreneurs: At the 2025 Budget, the government issued a call for evidence—closing on 28 February 2026—examining how current tax incentive regimes operate and considering avenues to extend backing for entrepreneurs. The exercise aims to assess how well the existing EIS and VCT arrangements perform, to consider novel mechanisms to assist scaling businesses that have hit the VCT and EIS thresholds, and to collect insight on how tax measures could motivate a broader range of investors. This Practice Note reviews the principal UK tax reliefs that may be available to individuals running a company seeking growth finance, namely seed, venture or development funding. Founders, proprietors, directors and senior management of a business pursuing growth finance will commonly hold equity in the company. Those shares may be owned before any growth capital is invested, or taking an equity stake may be required as a condition of the capital injection set by incoming investors—who typically provide growth finance across multiple funding...

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PRECEDENTS
Freehold Agricultural Land Sale Agreement (Vacant Possession) with options for BPS entitlements, rural schemes, livestock and plant; tenant right, holdover, early access and rights of common (England and Wales)

1 Definitions In this Agreement, these terms have the following meanings: AA 2020 – Agriculture Act 2020. Actual Completion Date – the date on which the Transfer is finalised. Agreement – this Agreement together with any collateral or supplemental document. Buyer’s Solicitors – [name] of [address] (ref [details]) or any firm later notified by the Buyer. Completion Date – [date] or [20] working days from today. Deposit – [£[amount] or [10]% of the Price]. Interest Rate – [4]% above the [bank] base rate from time to time. LRA 2002 – Land Registration Act 2002. Price – [amount in words] pounds (£[figures]). Property – the freehold known as [description] ([title number]) shown [edged/coloured/hatched] [colour] on [Plan]. Seller’s Solicitors – [name] of [address] (ref [details]) or any firm later notified by the Seller or the Buyer. Standard Conditions – the Standard Commercial Property Conditions (Third Edition—2018 Revision). Transfer – the transfer of the Property from the...

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