| SoPC Section (or Clause) | Nature of Revision | Description of Revision | Drafting Change (shown in bold) |
| Further changes following on from SoPCNI 2 | This Section develops the principles set out in SoPCNI 2 and in particular: • sets out suitable drafting in Section 18.1.2 on ownership information and provides a definition of "Change in Ownership" • sets out guidance and suitable drafting for shareholder restrictions and flexibility (s. 18.4) • provides guidance on shareholder default (s. 18.6). | 18.1 Ownership Information (a) The Contractor represents and warrants to the Authority that at the date of the Contract the legal and beneficial ownership of the Contractor [and Holdco] is as set out in Schedule [ ] and that [, other than any Shareholder pre-emption rights,] no arrangements are in place that have or may have or result in any sale, transfer or disposal of any legal, beneficial, equitable or other interest in any or all of the shares in the Contractor [or Holdco]. (b) The Contractor shall inform the Authority as soon as reasonably practicable (and in any event, within [30] days) of any Change of Ownership occurring. (c) The Authority may, not more than [twice] in any Contract Year, or at any time when a Contractor Default is outstanding, require the Contractor to inform it, as soon as reasonably practicable and in any event within 30 days of receipt of the Authority's request for details, of any Change of Ownership. (d) The Contractor's obligations under (b) and (c) above shall, except where a legal transfer of shares has occurred, be limited to the extent of the Contractor's awareness having made all reasonable enquiry. "Change of Ownership" means (a) any sale, transfer or disposal of any legal, beneficial or equitable interest in any or all of the shares in the Contractor and/or [Holdco] [and/or [ ]] (including the control over exercise of voting rights conferred on those shares, control over the right to appoint or remove directors or the rights to dividends); and/or (b) any other arrangements that have or may have or which result in the same effect as paragraph (a) above. 18.4 Change of Ownership (a) No Change of Ownership may occur during the [lock-in period]. (b) Any Change of Ownership arising as a consequence of: (i) the grant or enforcement of security in favour of the Senior Lenders over or in relation to any of the shares of the Contractor [or Holdco], provided that any document conferring security over any shares has been approved by the Authority (such approval not to be unreasonably withheld or delayed); or (ii) any change in legal or beneficial ownership of any shares that are listed on a recognised investment exchange (as defined in [Section 285 of the Financial Services and Markets Act 2000]); [or] [(iii) any transfer by a Shareholder [or [ ]] to an Affiliate of such transferor,] shall be disregarded for the purpose of paragraph (a) above. [Where sub-paragraph (iii) applies and subsequent to any such transfer (the "Original Transfer") the transferee ceases to be an Affiliate of the original transferor, it shall be a breach of this Clause 18.4 if the shares or interests which were the subject of the Original Transfer are not within [20 days] of the transferee ceasing to be an Affiliate of the original transferor transferred to that original transferor or any Affiliate of such transferor.] |