Michelmores’ Corporate team has advised the leading Cerebral Palsy charity, Paces Sheffield on its bond offer which is currently being promoted by Triodos Bank and was launched on their crowdfunding website in June. Investors are invited to support the specialist school which offers life-changing skills for children with Cerebral Palsy and other neurological motor disorders. The bond offer will raise capital to support the charity’s ambitious growth plans including a new premises which will enable the school to increase its capacity by 75%.

The team has also advised Mama Bamboo on its EIS share offer, likewise listed on Triodos’ website. Mama Bamboo’s award winning sustainable baby products are made using 100% compostable bamboo fibre and the company is the only UK nappy brand to be B-Corp certified. The company aims to raise over £500,000 to support the marketing and technology required to accelerate sales growth. As an early stage and growth company, Mama Bamboo’s share offer qualifies under the EIS tax relief scheme, as assured by HMRC in May.

Corporate partner, Alexandra Watson led the Michelmores team with support from Adam Quint and Jess Hopkins.

Alex said:  ‘It was a pleasure to support both Paces Sheffield and Mama Bamboo to bring their investment opportunities to market on the Triodos website. The response from investors has already been positive and we look forward to continuing to monitor the individual offers and seeing the progress made in the corresponding growth plans.’

The valuation of rural mast sites under the Electronic Communications Code (“New Code”) has been under the spotlight again with a new decision from the Upper Tribunal in the case of ON Tower UK Limited v JH & FW Green Limited [2020].

The site in question was let on a contracted out 1954 Act lease with provisions which allowed the operator to share and upgrade the site, subject to “payaway” terms to the landlord.

The landlord accepted that the operator had the right to a New Code agreement but the issues in contention were:

• What equipment can the operator install;
• Should the operator’s right to upgrade equipment be limited;
• Should the operator’s right to share the site be limited; and
• What is the correct rent taking these 3 issues into account.

Equipment

The operator wanted freedom to add equipment to the site, whereas the landlord wanted to maintain the status quo, having taken a careful inventory of current equipment.

The landlord was willing to allow sharing and upgrading, but only on a strict interpretation of para 17 of the New Code, so that the changes had to have a minimal adverse impact on the visual setting and impose no additional burden on the landowner (burden meaning an additional adverse effect on enjoyment of the land or loss, damage or expense).

However, these New Code rights only form the statutory skeleton for the agreement between the parties. They are restricted rights and if any meat was to be added to these bones it had to be by way of negotiation or direction of the Upper Tribunal.

The operator’s position was that they were in the business of providing the infrastructure for broadband and mobile phone connections. Upgrading and sharing without limitation was essential, because technology and the market were moving quickly and unpredictably. This concern was exacerbated by the Court of Appeal’s decision in Compton Beauchamp[1] where it ruled that an operator cannot go back to the Tribunal for additional rights once an agreement is imposed.

The landlord had obvious concerns about the roll out of 5G, which requires larger and noisier equipment. Given the operator’s desire to go beyond the basic statutory right, the Tribunal had to consider the evidence from both parties.

The operator acknowledged that the 5G roll out would require a new mast, but argued that the South Downs National Park status of the site would act as a sufficient control.  The landlord stated its concerns about additional traffic, security risks, disturbance, visual appearance and radiation.

The Tribunal had to engage in a balancing exercise to determine the terms of the agreement. Under the New Code it may (not “must”) grant a New Code right, providing that the relevant conditions were met. These conditions are set out in paragraph 21 and are that the prejudice caused to the landlord must be able to be compensated by money and be outweighed by the public benefit that will ensue from the grant of the right. Further, New Code rights are not absolute and may be the subject of terms to ensure that the “least possible loss and damage is caused by the exercise of the code right.”

In exercising this discretion the Tribunal were not convinced that the site’s appearance would change drastically with the upgrade to 5G given its small size (70 sq ft), although acknowledged the other concerns of the landlord were relevant, albeit exaggerated. In any event, disturbance, noise and access issues were addressed in the proposed new lease, so any breach would entitle the landlord to damages or, where necessary, injunctive relief. The Tribunal did not, therefore, see a need to modify the rights to cause the least possible damage to the landowner arising from the grant of upgrading rights, which go beyond the basic terms of paragraph 17.

Site sharing

The Tribunal then had to consider the right to share the site.  This could not be done on the same basis, as sharing is not a New Code right; the Tribunal has discretion to grant a right to share on such terms as are appropriate to ensure that the least possible loss and damage is caused to the landlord. A balance has to be struck between enabling the operator to share the site in order to provide a high quality telecommunications service and the objections of the landlord.;

The operator in this case was an infrastructure provider (rather than a network operator) so its equipment (masts, cabinets and other equipment) were passive. The operator had to be able to share with any network operator or it could not continue its business.  The Tribunal decided the landlord’s objections were not well founded, so granted the operator an unrestricted right to share. The paragraph 17 conditions were not required, given the same safeguards of planning law and lease terms explained above.

Consideration & Compensation

The Tribunal confirmed the approach taken in the Islington[2] case, where any compensation for predictable loss and damage was included in the assessment of consideration, to avoid inevitable subsequent claims. This does not stop a landowner making later claims under paragraph 25, but a second bite only exists for those litigating and is not available if a deal is reached by agreement.

The Tribunal continued in assessing consideration by adopting a framework previously used in the Hanover[3] and London and Quadrant[4]cases:

1. Assess the alternative use value of the site, which would be the rental value of its current use or of the most valuable non-network use. This process would be heavily influenced by location and be a matter of evidence in each case;
2. Add a rental value to reflect any additional benefits conferred on the operator – in Hanover, the site was protected by a manned security gate; and
3. If the letting would have a greater adverse effect on the willing lessor, than the alternative use, on which the existing use value was based, then this should be reflected by a rental adjustment.

This case was the first one arising on a lease renewal, as opposed to a new agreement for a previously undeveloped site. The operator’s expert determined a rental value of £500 p.a. after carrying out the 3 stage process, with half the value attributed to stage 3, to reflect a rolling break clause after 5 years and a right to enter other landlord’s property.

Comparables

Comparable evidence of other rural sites on similar lease terms was also considered by the expert.  Of these 23 renewal agreements, 16 of them contained caveats which made clear that the operator in each case was agreeing a rent higher than that which would be determined by a Tribunal in accordance with paragraph 24 of the New Code.

As such, the expert considered the comparables to be unreliable in terms of arriving at a true paragraph 24 valuation. They were also considered to be too high because they were a blend of consideration and compensation, so the expert deducted the value of what he called an “incentive payment” made by the operators to oil the wheels of commerce.

These deductions were around £1,000 in each case and resulted in rental values of £500 for 16 sites and £1,000 for a further 4, with outliers at greater sums of £1500 and £3,000 for 4 further sites.

Landowner’s expert’s approach

The Landowner’s expert took two approaches to the valuation. The first was market value based on evidence of 15 transactions.  The Tribunal rejected 11 of these, as they were deals that were completed after the New Code came into effect, but implemented terms that reflected the old regime, to which the parties were contractually committed.

The Tribunal pointed out, that in both Hanover and London and Quadrant, evidence of this sort could not be taken as a reliable guide to no-network assumption valuations required by paragraph 24. The expert’s justification for persisting in presenting such evidence was that further research had shown that the rents were, despite the caveat, actually calculated on the basis of the New Code.

This argument was rejected by the Tribunal in terms that thinly disguised its exasperation at having to explain for a third time that such evidence is useless.

The remaining transactions were also not helpful, as they were either 1954 Act renewals to non-Code operators, urban sites or sites with significant alternative use value. The landowner’s expert figure was £5,500 based on these comparables, with an additional £1,500 pa to reflect the grant of access and use of a generator.

The second approach valued the alternative use of the site at £50, with an ultimate consideration of £7,800 pa. This was based on agreements granting access rights to third parties like Network Rail and Northumbrian Water, the granting of non-network benefits by the landowner and compensation to reflect health and safety concerns.

The Tribunal found the evidence presented by the landowner’s expert to be of very little help, with both his proposed valuations being higher than the passing rent. The Tribunal said that this told them that the expert had not accepted or understood the paragraph 24 valuation process.  Under lengthy cross examination the expert remained insistent that his evidence was relevant and the Tribunal fired a clear warning shot in saying that if this happened again, such evidence would be rejected without the need for further cross examination.

Operator’s expert’s approach

In contrast the operator’s expert evidence pointed to the fact that rents of £1500 or above were the norm, ignoring the effect of transitional incentive payments. These were commercial deals struck to avoid the cost of Tribunal proceedings and do not reflect the paragraph 24 reality.

However, the Tribunal considered that the operator was underestimating consideration values and overstating how much was paid as a commercial inducement – a doubling of the consideration was thought to be more realistic.

Tribunal’s approach

Taking the 3 stage approach set out above:

1. The experts agreed a nominal £100 pa alternative use value;
2. Additional benefits conferred on the operator included a right to keep a mast on the site, electric supply, right to enter other property of the landowner and tenant’s rolling break clause after 5 years. The operator said £400, the landowner said £1300 and the Tribunal ruled £600; and
3. Adverse effect on landowner was considered by the Tribunal to be caused by the access rights (to the “heart of a private rural estate”) and the loss of amenity caused by likely replacement of the mast for 5G upgrade purposes. This was valued by the Tribunal at £500, although it stated that if rents of nearby properties were negatively affected, this could form the basis of a subsequent compensation claim.

The cumulative consideration was therefore £1200 pa, which seems right when considered against a comparable put in evidence comprising a consensual deal at £2,500 for a similar wooded site on a rural estate. Compensation was awarded for legal and professional fees. The legal fees were allowed in full but a breakdown of the valuer’s fees was required as the landowner was not entitled to be reimbursed for any litigation related expense.

Our Natural Capital hub contains information and resources written by our team of experts as well as papers and online materials authored by a variety of sources including the UK Government, the UN, Conservation International and the World Forum on Natural Capital.

The International Integrated Reporting Council (IIRC) is a global coalition of regulators, investors, companies, standard setters, the accounting profession, academia and NGOs. The coalition promotes communication about value creation as the next step in the evolution of corporate reporting. and in particular promotes Integrated Reporting <IR>.

Their mission is to establish integrated reporting and thinking within mainstream business practice as the norm in the public and private sectors. Their vision is to align capital allocation and corporate behaviour to wider goals of financial stability and sustainable development through the cycle of integrated reporting and thinking. The resources tab includes useful FAQs, and the International <IR> Framework which establishes the Guiding Principles and Content Elements for integrated reporting.

To access this resource please click here: ‘Integrated Reporting Council‘.

If you have any questions about Natural Capital our Agriculture team would be pleased to hear from you: please click here for their full contact details.

To access our Natural Capital hub, please click here.

For Multi Academy Trusts (MATs), a variety of information must be published on its main website as well as each Academy’s website. Whilst some MATs are operating under multiple Funding Agreements, we recommend that you publish everything required under the latest DfE model Funding Agreement as well as the Academies Financial Handbook. This will need to include any charging information.

On the MAT website, an Academy must publish:

• its annual accounts no later than the end of January following the financial year to which the accounts relate
• its current Memorandum & Articles of Association and Master Funding Agreement
• the required information relating to governance structures, including for example the structure and remit of the members, board of trustees, its committees and local governing bodies, and the full names of the chair of each (where applicable)
• information about its Pupil Premium, including for example the amount of Pupil Premium allocation that it will receive during the Academy Financial Year
• if received, information about its Year 7 literacy and numeracy catch-up premium funding
• various details about its curriculum, including for example the content of the curriculum and its approach to the curriculum.

On the individual Academy’s website, you must publish:

If applicable, the Academy’s most recent Key Stage 2 results as published by the Secretary of State in the School Performance Tables:

• average progress scores in reading, writing and maths
• average ‘scaled scores’ in reading and maths
• percentage of pupils who achieving the expected standard or above in reading, writing and maths
• percentage of pupils who achieving a high level of attainment in reading, writing and maths

If applicable, the Academy’s most recent Key Stage 4 results as published by the Secretary of State under the following column headings in the School Performance Tables:

• progress 8 score
• attainment 8 score
• percentage of pupils who achieving a strong pass (grade 5 or above) in English and maths
• percentage achieving the English Baccalaureate
• percentage of pupils continuing in education of training, or moving on to employment at the end of 16 to 19 study
• information about where and how parents (including parents of prospective pupils) can access the most recent report about the Academy published by the Chief Inspector
• information as to where and how parents (including parents of prospective pupils) can access the School Performance Tables published by the Secretary of State.

Finally, and by way of best practice, we recommend that each Academy’s website includes the following information: contact details, admissions arrangements, Ofsted reports, behaviour policies, values and ethos. Whilst this is not a legal requirement for academies, the information is both important and helpful!

The European Court of Justice (“ECJ”) has given a preliminary ruling on the jurisdiction of member states in relation to copyright materials published without the owner’s consent.

The Austrian case of Pez Hejduk v EnergieAgentur.NRW GmbH, Case C-441/13 concerned the use of photographs by a conference organiser on a website and the subsequent option to download these photos by website users. The owner of the photographs did not consent to this and sued the conference organiser for copyright infringement. It was argued that the Austrian Court did not have jurisdiction to hear the case on the basis that the conference’s organiser’s website had a .de domain name and was directed at German, not Austrian users.

The ECJ’s view was that under Article 5(3) of EC (44/2001) Brussels Regulation, proceedings could be brought in any member state where the relevant website was accessible. As set out in Pinckney v KDG Mediatech AG Case C-170/12, this was sufficient to seise the court, an activity did not need to be “directed” to that member state, i.e. through a country-specific, top-level domain name. However, the ECJ did make it clear that the courts where a website was accessible  could only determine damages which had been incurred within their own member states.

This ECJ decision widens the potential jurisdiction further than in previous case law as unlike in Pinckney, there is no requirement for hard copies to have been received to act as proof of damage in a jurisdiction – anyone can log onto a website and download online materials onto their own devices. It is anticipated that we will see an influx of online copyright infringement claims, as a result.

For potential claimants, this decision is likely to be welcomed as it enables claimants to rely on the jurisdiction of their own member state in order to bring a claim. However, where there has been significant damage, it is likely that the claimant would still be well-advised to sue in the defendant’s member state, to enable it to claim all damages, rather than just those in the claimant’s member state.

For website owners, this decision acts as a reminder to ensure that all content displayed and available for download  has the appropriate consents and licences in place.  This decision will be particularly significant for online users with territory-specific rights, who will now have difficulty arguing that they did not directly target an excluded territory. It is now clear that mere “accessibility” of content in an excluded territory could enable a claim to be made.

For more information please contact Charlotte Bolton, Solicitor in the Commercial Disputes & Regulatory team on charlotte.bolton@michelmores.com or on 01392 687745.

The Employment Rights Act 2025 is introducing significant changes to the collective redundancy framework. While some of the detail is still to be confirmed, the direction of travel is clear: more employers will be required to collectively consult, and the consequences of getting it wrong will be more severe.

What is the current position?

Under the existing regime, employers are required to collectively consult where they propose 20 or more redundancies at one establishment within a 90-day period.

This “single establishment” test has, in practice, allowed employers to structure redundancy exercises across different sites in a way that avoids triggering collective consultation obligations altogether.

However, the risk of non-compliance has already increased. From April 2026, the maximum protective award for failing to collectively consult has doubled from 90 days’ to 180 days’ pay per affected employee, significantly increasing financial exposure for employers.

What is changing?

The Employment Rights Act 2025 will retain the current test, but introduces a new, additional trigger. In future, employers will also need to collectively consult where redundancies reach a specified threshold across the organisation as a whole, even if no individual site meets the 20-employee threshold.

The precise threshold is yet to be set and will be determined by further regulations. However, the policy rationale is clear: to prevent large-scale redundancy programmes from falling outside the collective consultation regime simply because they are spread across multiple locations.

What does this mean for employers?

Although the new organisation-wide threshold is not expected to come into force until 2027, employers should begin factoring it into workforce planning now.

First, the scope for avoiding collective consultation by structuring redundancies across different sites is likely to reduce significantly. Employers will need to consider redundancy numbers across the whole employing entity, rather than looking at individual locations in isolation.

Secondly, this change places a greater emphasis on early-stage planning. Whether collective consultation is required is a threshold question which will shape the timeline of any redundancy exercise. That assessment will become more complex where multiple teams or sites are involved.

Finally, the increased protective award underlines the importance of getting the process right. Collective consultation is not simply an administrative step – it requires meaningful engagement with employee representatives about the proposals, including ways to avoid redundancies, reduce numbers, and mitigate their impact.

What should employers be doing now?

Our key tips are:

• Train managers: ensure those leading restructures understand the distinction between collective and individual consultation, and that collective consultation may be triggered more easily once the new organisation‑wide test comes into force
• Stress-test your process: sense-check whether your current approach would withstand scrutiny in a scenario where consultation is required across multiple sites or teams, and ensure the focus remains on genuine consultation and mitigation
• Keep records: maintain a clear audit trail of how redundancy numbers have been assessed across the organisation and how consultation has been conducted, particularly given the increased financial exposure
• Take advice early: particularly where redundancies are being considered across different parts of the business, as the new rules will make the threshold analysis more complex and fact-sensitive

The London Stock Exchange has today published AIM Notice 62 (4 June 2026), which launches an important consultation on proposed far-reaching amendments to the AIM Rules for Companies and the AIM disciplinary framework. These proposals form part of the ongoing “Shaping the Future of AIM” initiative commenced in April 2025 and progressed in November 2025  “Discussion Paper Feedback Statement” and represent a continued move towards a more flexible, proportionate regulatory regime for AIM issuers.

Key themes

The consultation reflects a clear strategic direction to:

• Reduce regulatory burden, particularly at IPO/admission stage
• Facilitate fundraisings and transactions
• Better support founder‑led and growth companies
• Attract international issuers
• Enhance the role of nominated advisers (Nomads)
• Reinforce AIM’s “buyer beware” model, with greater reliance on investor judgement

Headline proposals

Streamlining AIM admissions – The Exchange recognises that the AIM admission document has become increasingly complex and resource‑intensive and is proposing to simplify and modernise the document to reduce cost and duplication.

Codifying existing regulatory flexibility – A number of changes already being applied in practice (via guidance and derogations) will be formalised into the AIM Rules, improving certainty for issuers and advisers.

Continued deregulatory approach – The proposals reflect a broader shift towards a lighter‑touch regime, with more proportionate disclosure and increased flexibility in relation to

• capital raisings
• corporate transactions
• ongoing compliance requirements

Greater reliance on Nomads – The consultation signals a continued recalibration of the Nomad role, with an emphasis on corporate finance judgement over procedural compliance.

Updates to enforcement framework – Changes are also proposed to the AIM Disciplinary Procedures and Appeals Handbook to align with the revised rules.

Proposed material changes to the AIM Rules

Removing the requirement to provide a working capital statement – on the basis that this is a narrow absolute statement based on a short-horizon, the proposal is to substitute a requirement to clearly disclose certain details of the capital resources available and the financial obligations of the applicant, together with details of proposed future 12-month fundraising needs.

Expanding Accepted Accounting Standards – given the cost of IFRS conversion and complexity, it is proposed that AIM companies that are UK incorporated may now use UK GAAP (FRS 102) instead of IFRS.

Clarifying exceptions to Rule 7 regulatory lock-ins – in line with current policy it is proposed to allow a sell down in the first 12 months post-admission to AIM in the following circumstances:

• transfers between spouses or into a pension plan;
• intra-group transfers; or
• in the event of financial hardship.

Introduction of Trading Halts (Capital Access Windows) – Given the challenges of ensuring confidentiality when fundraising (with the creation of market volatility) it is proposed that an AIM company undertaking an equity fundraise will be entitled to voluntarily request a temporary suspension in the trading of its shares whist it manages a fundraising. The duration of such suspension is intended to be agreed a case by case basis.

Relaxing the circumstances where an acquisition triggers an RTO – it is proposed that an acquisition will not be considered a reverse takeover solely because it exceeds 100% in the class tests, where there is no fundamental change to the AIM company’s business (with guidance on this being provided in the rules), board and/or voting control. In such circumstance the transaction will be classified as a substantial transaction pursuant to AIM Rule 12 with disclosure calibrated to what investors need in order to understand the acquisition and its impact.

Avoiding a suspension of trading on the announcement of a possible RTO – It is proposed that the nominated adviser to a company can request that an AIM company is not suspended on the announcement of a reverse takeover in contemplation, where the nominated adviser is satisfied that appropriate alternative disclosure can be made to enable investors to make an informed assessment of the proposed enlarged group. This is intended to preserve market orderliness through disclosure.

Increasing the threshold for a “Substantial Transaction” – It is proposed to align AIM with the Main Market by amending AIM Rule 12 to increase the class test threshold for determining whether a transaction constitutes a substantial transaction from 10 per cent to 25 per cent

Responding to Bulletin Boards and Social Media speculation – Given the negative impact of certain conduct on these on-line forums, it is proposed that AIM companies will be given a voluntary ‘right of reply’. This will mean that an AIM company can, if it chooses, respond to any third-party commentary, speculation or criticism.

Why this matters

If implemented, the reforms are expected to:

• Reduce cost and execution timelines for AIM IPOs and fundraisings
• Enhance AIM’s attractiveness for growth and international companies
• Increase reliance on advisers and disclosure quality, rather than prescriptive rules
• Further position AIM as a flexible capital markets venue distinct from the UK Main Market

Next steps

The Exchange is currently seeking feedback from market participants, with further detailed rule changes and implementation timelines expected following the consultation process.

Please contact Ian Binnie or Dearbhla Quigley if you would like to discuss how these proposals may impact your business or any forthcoming AIM transaction.

Wastewater has increasingly become a critical constraint on development.

Although developers benefit from statutory rights to connect and water companies are under a duty to provide adequate sewerage systems, local planning authorities are now frequently delaying or refusing permissions, or imposing conditions preventing occupation, where there is uncertainty as to whether sufficient capacity will be available. These capacity pressures, regulatory scrutiny and infrastructure delivery risk mean that securing a connection is no longer a routine technical step. For many schemes, it is a determinative issue affecting planning, construction program and scheme viability.

It is a constraint that needs developers’ early attention. Developers now need to consider a range of delivery routes, each with different cost, risk and timing implications.

The starting point: can the development connect to the public network?

In most cases, the preferred outcome is a connection to the existing public sewer network, with infrastructure installed by the developer and then adopted by a sewerage undertaker.

Where capacity is available, this is typically the most straightforward and lowest-risk solution. Where it is not, developers need to consider alternative delivery routes at an early stage. It requires the completion of a section 104 agreement (under the Water Industry Act 1991) which remains the primary mechanism for securing adoption of new sewerage infrastructure.

In broad terms, the developer designs and constructs the network and the sewerage undertaker adopts it once it has been completed to the required standard.

Key points in practice:

• Infrastructure must meet approved technical standards to secure the sewerage undertaker’s technical approval
• Adoption follows inspection and a maintenance period
• Agreements are largely in standard form with limited scope for negotiation

Adoption is typically essential to satisfy funders, transfer maintenance responsibility and align with planning.

A delay in the adoption of sewers can impact on plot sales and can cause the adoption of the estate roads to be delayed, which can also impact on plot sales. So avoiding delay is advisable.

Adoption can be derailed if ‘non-developer’ parties need to be party to the section 104 agreement, such as the owners of the new plots or adjacent owners on whose land an easement is required. Good design and timing is essential to avoid these issues.

Once adopted, the sewer and any pumping or balancing infrastructure vests in the sewerage undertaker, so the future upkeep is for them, and they can charge the individual owners and occupiers for the treatment of sewerage.

Requisitions: delivering new infrastructure

Where there is no readily available sewer connection point, developers can rely on the statutory requisition regime to require the undertaker to deliver new infrastructure.

This involves:

• The undertaker designing and delivering the works
• The developer funding the infrastructure
• Formal agreements and security requirements

Requisitions can unlock sites. A sewer requisition effectively removes the need for the developer to assemble third‑party rights upfront, by shifting the burden onto the undertaker’s statutory powers. However, the sewerage undertaker’s costs have to be covered, and the delivery program will be outside the developer’s control.

Appeals and dispute resolution: managing disagreement

The Water Industry Act 1991 provides for disputes with sewerage undertakers—such as the reasonableness of conditions, costs or refusal to connect—to be referred to the regulator (principally Ofwat) for determination.

In practice, while these appeal mechanisms can provide useful leverage in negotiations, they are often time-consuming and are typically used as a last resort where commercial resolution cannot be reached.

Licensed wastewater providers (NAVs): a growing alternative

An increasingly common alternative to dealing with the traditional water companies is for developers to make arrangements with licensed wastewater operators (NAVs), such as ICOSA, IWNL and ESP.

They can offer:

• Greater commercial flexibility
• Potential program advantages
• Alternative security arrangements

However, they often involve bespoke arrangements, including asset transfers and easements, and require careful consideration of long-term operational and funding implications.

On-site solutions: package treatment plants

Where connection is not viable, developers may be able to consider on-site wastewater treatment, such as package treatment plants discharging to a watercourse.

Key considerations include:

• Environmental permitting requirements
• Private ownership and management arrangements
• Planning acceptability and long-term maintenance

These solutions can unlock sites but shift long-term risk away from the statutory regime. Arrangements will be needed to ensure these treatment plants are properly maintained.

Conclusion

Wastewater is now a front-end development issue.

Developers need to identify delivery routes early and integrate them into planning, design and viability.

Handled proactively, wastewater need not delay development. Left too late, it can become a critical barrier to delivery.

The UK remains an attractive destination for international investment and growth. Access to a deep talent pool, a stable legal system and a strong global reputation continue to make it a compelling market for international businesses.  However, the practical reality of bringing staff into the UK has shifted significantly. Recent updates to the Home Office sponsor licence guidance (May 2026), alongside a marked increase in enforcement activity, signal a fundamental change in approach.

The sponsorship framework has moved decisively from a system that facilitates international recruitment to one that is compliance-driven, actively enforced and increasingly risk-based. For business leaders, this has important implications – not just for hiring, but for operational planning, governance and risk management.

1. Accessing international talent in the UK is no longer straightforward

For most international businesses, a sponsor licence is now the essential gateway to deploying staff into the UK. Without it, the ability to recruit or relocate overseas talent is significantly constrained.

The challenge is that obtaining that licence is becoming more difficult in practice. The Home Office is placing far greater emphasis on whether an organisation is genuinely operating in the UK, whether its roles are credible and aligned with its business model, and whether it has the systems in place to meet ongoing compliance obligations.

As a result, what was once seen as a relatively procedural application, has become a more rigorous and, in some cases, more uncertain process.  For businesses entering the UK market, this introduces an additional layer of complexity. Workforce planning, timings for market entry and even corporate structuring decisions are increasingly interconnected with immigration considerations.

2. A sponsor licence is not a one-off approval – it is an ongoing regulatory burden

A common misconception is that once a sponsor licence is granted, the key hurdle has been cleared. In reality, the position is the opposite.

The sponsor licence regime imposes ongoing and active obligations on employers, including monitoring sponsored workers, maintaining detailed records, reporting changes to the Home Office and ensuring that roles remain compliant throughout the period of sponsorship.

Recent changes reinforce this approach. For example, sponsors must now ensure that workers are informed of their UK employment rights and retain evidence of this, while also demonstrating that sponsored roles remain “eligible” and aligned with the business’s operations.

In this context, a sponsor licence is no longer simply a permission to hire overseas workers. It is a continuous compliance framework, requiring sustained oversight and internal coordination between HR, operations and senior management.

3. Increased enforcement is elevating immigration compliance to a business-critical risk

Alongside these changes, the Home Office has significantly increased its enforcement activity. Sponsor licences are now subject to greater scrutiny, including data‑driven checks, unannounced audits and closer alignment with HMRC and Companies House records.

Crucially, enforcement action can now be taken on the basis of “reasonable suspicion” of non-compliance, rather than requiring proven breaches. This materially lowers the threshold for intervention.

The consequences of getting this wrong are significant. Suspension or revocation of a sponsor licence removes an organisation’s ability to recruit internationally and, in some cases, to continue employing existing sponsored workers. This can have immediate operational and commercial implications, particularly for businesses reliant on global talent.

In this environment, immigration compliance should be understood not as an administrative task, but as a core business risk with direct impact on workforce stability and growth.

4. Where international businesses are most exposed

In practice, the highest risk does not usually arise from deliberate non-compliance, but from structural gaps in how organisations approach the sponsorship regime.

For businesses entering the UK, a common issue is that immigration considerations are addressed too late. Entities are established, hiring plans are agreed and roles are advertised before the sponsor licence framework has been properly assessed.

For established UK operations, the challenge is often different. Processes evolve over time, workforce models become more complex, and compliance systems do not always keep pace. What appears to be a functioning system on the surface may not meet the level of documentary evidence and consistency now expected by the Home Office.

Recent guidance changes underscore this risk. Greater scrutiny is being applied to whether:

• organisations are genuinely operating or trading in the UK;
• roles are commercially credible and sustainable; and
• businesses are, in substance, operating as employers rather than simply facilitating immigration.

These are not technical points – they go to the core of how a business is structured and how it operates in practice.

5. Why early immigration strategy is now essential

Against this backdrop, early and strategic immigration advice has become increasingly important for international businesses.

For organisations planning to enter the UK market, immigration considerations should be integrated into initial planning. This includes aligning corporate structure, hiring strategy and timelines with the requirements of the sponsor licence regime, and ensuring that the UK entity can demonstrate both genuine activity and compliance capability from the outset.

For those already operating in the UK, there is a growing need to take a more proactive approach. This typically involves conducting an audit of existing sponsor licence arrangements, reviewing HR systems and ensuring that processes are not only compliant, but clearly documented and capable of being evidenced if challenged.

In both cases, the objective is the same: to ensure that access to international talent is not disrupted by avoidable compliance issues.

6. A changing operating environment

The UK continues to offer significant opportunities for international businesses. However, the framework for accessing talent has evolved.

The sponsor licence regime now sits at the intersection of immigration control, corporate governance and operational risk. Businesses that approach it strategically – embedding compliance within their structures and processes – will be best placed to continue accessing global talent with confidence.

Those that do not may find that what was once a routine administrative step has become a point of friction in their growth strategy.

Demand for automated warehouse solutions is growing as businesses seek greater efficiency, resilience and scalability within their operations. Whether driven by labour costs, increased throughput demands or a need for integrated data insights, automated solutions can deliver significant benefits – but realising these benefits comes with considerable investment and businesses face a blend of technical, commercial, legal and operational challenges when procuring automated systems.

Careful planning at the outset is essential to help ensure smooth procurement and installation of the system and to ensure the system delivers as expected. This article series explores some of the many property, construction, technical and operational considerations which businesses need to explore when embarking on a warehouse automation project.

In this first article, we consider issues which a business should considered at the very early stages of any warehouse automation project. Article two then discusses key pre-contract operational and contractual considerations and article three takes a look at post installation issues, as well as what can go wrong when a warehouse installation project is not carefully managed.

Early stage considerations

Building suitability and physical constraints: can you automate your current building and what do you need to change?

• Clear height and configuration: automation lends itself to taller buildings of 15-21m. The building’s height, column grids and tolerances need to be considered by the relevant consultant/structural engineer to establish the level of structural alterations required. Extension of eaves height will likely require planning permission and the timescales involved could necessitate a wholesale reconsideration of the current premises and search for a new appropriate shell elsewhere.
• Floor slab capacity: many automated systems especially those in taller buildings exceed standard warehouse point load assumptions. Uneven slabs can also compromise autonomous vehicle navigation and conveyor alignment. Intrusive investigations need to be carried out prior to any installation to inform whether any slab strengthening and alteration is required.
• Fire suppression compatibility: high-density automated racking often triggers enhanced sprinkler, smoke extraction or compartmentation requirements.

Power

Can you power the automation with your current supply and are there any alternative sources?

• Increased power requirement may be hard to procure from the grid in a timely fashion. Installation of roof-top solar combined with onsite battery storage installed either by you or secured from a third party could supplement and potentially replace the current energy source.
• If there are any adjacent (or within 10km) renewable generators such as a ground mounted solar or wind turbine developments a private wire arrangement could be considered subject to the necessary cable permissions from adjacent owners.
• Could the heat emitted from the automation equipment be harnessed to heat the building and where significant could it be monetised and heat adjacent buildings?

Third Party Consents

Leasehold Property: will the Landlord consent to your automation?

• The alterations provisions in the lease need to be reviewed at the outset of the automation project and early landlord engagement is fundamental before you incur significant capex. Is the landlord required not to unreasonably withhold its consent.
• How long is your lease? Do you need to agree an extension to the term now linked with the lifetime of the equipment being installed?
• Landlords will also want to understand timescales, third party approvals (planning and building control), structural impacts, fire safety, building insurance variations (noting that any premium increases will be passed on to you) you’re your reinstatement obligations.
• If additional mezzanine floors are required will the Landlord seek to rentalise these?
• Permitted hours – if the building will operate for longer are there any permitted hours restrictions in the lease which need amending?
• Capital allowances – the terms of the licence permitting the installation need to make it clear that the plant and machinery belongs to you along with the capital allowances associated with it which you will seek to account for over the equipment’s lifetime.

Procurement

Procurement of a warehouse automation solution can be very complex. Most projects involve the physical construction of high-tech software and robotics in addition to the purchase and installation of equipment, typically these contracts are based on an industry standard form construction contract, such as the JCT MF1.

However, as warehouse automation projects do not entirely fit the traditional structure of standard form construction contracts, most standard form contracts will need considerable tailoring so to create a hybrid agreement which merges construction, software and engineering elements. At Michelmores, we are familiar with the shortcomings of standard construction (and sale and purchase) contracts in this context and have considerable experience creating tailored agreements which better address the unique risks presented by automation projects.

We strongly recommend giving due thought to (and, where necessary, obtaining legal advice on) the form of agreement to be entered into with a chosen supplier as soon as possible and being upfront about your expectations with them. This can help to reduce delays at a later stage.

In any event, it is critical that the parties consider and agree key commercial principles of the agreement as soon as possible to ensure that key risks are considered, allocated and priced for to avoid subsequent protracted contractual negotiations. We recommend that these key terms are then documented in an agreed set of Heads of Terms. Whilst these Heads of Terms will not being legally binding, the process of discussing and agreeing them will highlight potential mismatches and areas of concern which need to be worked through before a final decision on a provider and solution is made.

Typical issues to consider under Heads of Terms may include:

• Who is taking the existing site/building risk? Contractors will typically seek to exclude liability for pre‑existing defects, meaning the employer often retains the risk of latent issues in the structure, slab or services, with potential cost and programme consequences if these emerge during installation.
• What are the guaranteed performance requirements/ levels and what are the consequences should these not meet the requisite thresholds? These can be quite varied in practice ranging from performance liquidated damages, rectification at the cost of the contractor, withholding of payment, through to termination.
• When might the performance levels dictate that works need to be redone?
• What kit and parts are being specified and are these readily available in the market from alternative providers? Being beholden to just one contractor for the warehouse to function is high risk but the market offering is limited in this sector.
• Similarly, what software is involved and embedded in the kit? Is this proprietary to the supplier or licensed by a third party and does this create a potential risk of dependency on the supplier/third party provider for on-going maintenance?
• What are the testing parameters i.e. when should testing occur, what testing is required and what are the consequences of a failure of all or part of the kit following testing?
• What insurances might be required in terms of delay and disruption and who is carrying the cost of the premium for this (noting that it is very costly)?
• How is payment to operate? Typically this is linked to milestones but it is recognised that there is often a huge upfront offsite manufacturing cost which the contractor will want covered through advance payments. Linked to this is how will the client protect itself against such costs and will bonds be required?
• If the kit is coming from abroad, who is responsible for the transport risk and cost?
• What are the consequences for delay in supplying and installing the kit?
• Is a liability cap agreed and if so at what level and what carve-outs apply?
• Who will ongoing maintenance be undertaken by if not the supply and installation contractor as typically the right to deduct performance damages is conditional on the same contractor maintaining it?
• If the supply and installation contractor is also undertaking on-going support and maintenance have terms been agreed regarding on-going support and maintenance?
• What form of support and maintenance contract is envisaged and what are the timings around this? Ideally key terms should be agreed in advance with a view to the support and maintenance contract being entered into at the same time as the main supply contract. Leaving this until a later date often opens the door to risk and uncertainty.

Michelmores’ Commercial, Construction and Real Estate teams have extensive experience advising organisations implementing warehouse automation systems. We support clients throughout the procurement and installation process. Please get in touch if you would like to find out more.

The shortlist for the prestigious Michelmores Property Awards 2026 has been unveiled, showcasing the best property, construction and development projects across the West of England and South West of the UK. The Awards, which celebrate excellence and innovation, bring together professionals from across the region to highlight outstanding achievements in the property sector over the past year.

Now in their 23^rd year, the Michelmores Property Awards continue to champion the most sustainable, impactful and creative developments. This year’s shortlist represents a wide range of impressive projects across multiple categories, spanning healthcare, regeneration, education, residential, heritage, leisure and community-led development.

The Awards encompass nine categories, and the judging panel comprises esteemed professionals from across the property industry. The 2026 shortlist includes:

Category 1: Project of the Year (Under £10m)

• BOWA MEDICAL UK HQ
• Langage South
• Tamar Valley Crematorium
• West Cornwall Hospital

Category 2: Project of the Year (Over £10m)

• Dartmoor Building
• Musgrove Park Hospital – Surgical Centre
• The Brook, Langdon Hospital
• Welcome Building

Category 3: Regeneration Project of the Year

• Factory Cooperage at Royal William Yard
• Gap House
• Rockfish + Salcombe Brewery
• Spitfire Hangar, Brabazon
• The Hub at Foulston Park

Category 4: Education Project of the Year

• Centre for Law & Social Sciences, Exeter College
• Sky Primary & Eden Project Nursery
• The Paddock Cabin, Poole Farm
• University of Plymouth – PDSE Dental Education Practice

Category 5: Leisure & Tourism Project of the Year

• Broadmeadow Sports Centre Decarbonisation & Refurbishment Project
• Rockfish + Salcombe Brewery
• Shoemakers Museum
• The Hub at Foulston Park

Category 6: Heritage Project of the Year

• Factory Cooperage at Royal William Yard
• Plymouth Tinside Lido
• Spitfire Hangar, Brabazon
• West Wall Revive, St Philip & St James, Ilfracombe

Category 7: Residential Project of the Year (36 homes and over)

• Millstream, The Chocolate Quarter
• Monument View

Category 8: Residential Project of the Year (35 homes and under)

• Brampton House
• Factory Cooperage at Royal William Yard
• Gap House
• Weavers Way

Category 9: Building of the Year

• To be announced on the night

About Michelmores Property Awards

The Michelmores Property Awards present some of the South West’s most prestigious accolades, recognising achievements in property development, construction and regeneration. Now in their 23^rd year, the Awards celebrate projects that contribute to the region’s economy and community, with a particular focus on environmental sustainability, innovation and social impact.

The Awards continue to place emphasis on sustainability, innovation and the broader positive impact of projects within their communities. With categories designed to reflect the diversity and quality of development across the West of England and South West, the Awards highlight the growing importance of responsible, future-focused design.

The Awards Dinner and Ceremony will take place at the Sandy Park Conference Centre in Exeter on Thursday 25 June 2026.

For the full shortlist and table bookings, visit the Michelmores Property Awards website.

Special thanks to our panel of judges

Gordon Isgrove (Avison Young), Iestyn John (Bell Cornwell Town Planning Consultants), Nathan McLoughlin (McLoughlin Planning), Claire Pearce (Real Growth Ltd), Ron Persaud (Change Real Estate), Ajay Sharma (KTA Architects), and Thelma Sorensen OBE, Honorary President of South West Women in Construction.

Sponsoring the Awards

The Michelmores Property Awards reach across the West of England and South West’s property, real estate and construction sectors. Sponsorship offers an excellent opportunity to raise your organisation’s profile and be part of a high-profile networking and hospitality event.

Email events@michelmores.com to request a sponsorship brochure and find out more.

Demand for automated warehouse solutions is growing as businesses seek greater efficiency, resilience and scalability within their operations. Whether driven by labour costs, increased throughput demands or a need for integrated data insights, automated solutions can deliver significant benefits – but realising these benefits comes with considerable investment and businesses face a blend of technical, commercial, legal and operational challenges when procuring automated systems.

Careful planning at the outset is essential to help ensure the system delivers as expected and mitigates the risks of disruption later in the delivery lifecycle. This article (being article two in this Warehouse Automation article series) explores some of the many operational considerations which businesses need to explore prior to contracting with a chosen supplier.

1. Defining technical and performance requirements

A successful automation project begins with clarity between both supplier and customer on what the system must achieve. If performance outcomes are critical to business operations (for example prescribed throughput rates), these should be translated into clear contractual requirements rather than remaining mere assumptions or expectations of the new system.

2. Software architecture and licensing

Automated systems often involve multiple layers of software – from embedded machine-level code to system-wide platforms and potentially AI-driven optimisation tools. Some of this software may be supplied by a third party and any business acquiring automated systems should ensure it has clarity surrounding the software elements which make up the system, as well as of the ownership position and any licensing terms attached to each software element. The purchase contract will need to clearly reflect this position, as well as any licensing and/or assignment arrangements and the associated costs. Businesses should also consider whether it is necessary to have software continuity protections in place, such as an escrow arrangement or an on-site code repository. Such arrangements need to be agreed with the supplier (and any third party licensor) at the outset to avoid subsequent delays.

3. Data handling and systems integration

Automated systems typically collect and process large volumes of data. Understanding the data landscape early is essential and businesses should give thought to any system integration requirements, together with related cybersecurity and data protection considerations – particularly where a supplier has access to this data when providing ongoing maintenance and support.

4. Ongoing support and maintenance

Once a system is delivered, ongoing maintenance and support (whether provided in-house or by the system supplier or a third party) will likely be necessary to ensure the system continues to operate efficiently and in accordance with technical and performance specifications. Having a clear sense of ongoing support and maintenance requirements at an early stage can help to reduce delays further down the line in the contract negotiation process (especially where a customer wishes to obtain support from the system supplier). When evaluating support and maintenance requirements, thought should be given to the following key points:

• nature of support required (for example, remote (helpline) support, on-site remote or a mixture of the two). This is likely to be shaped by the criticality of relevant warehouse operations to the customer’s business;
• required support hours;
• required service levels and fix times;
• any on-site spare parts inventory requirements; and
• cost (in particular, what is included in “base” prices and which costs (for example, spare parts, call-out charges and out-of-hours support) will be out-of-scope.

Where a customer wishes to obtain this support from the original supplier, thought should also be given to how support commitments will interact with any equipment warranty provided by the supplier.

5. Training

Smooth and successful adoption of automated systems relies on effective staff training. Again, early planning should identify customer training needs, formats, and cost structures. Consider the business’s initial training needs, as well as the likelihood that follow-up/refresher training may be required.

Michelmores’ Commercial, Construction and Real Estate teams have extensive experience advising organisations implementing warehouse automation systems. We support clients throughout the procurement and installation process. Please get in touch if you would like to find out more.