Free UK Debenture Template (Fixed & Floating Charge Deed)

DEBENTURE

Fixed And Floating Charge Deed · Executed As A Deed · England And Wales  ·  Companies Act 2006 Ss.859a-q  ·  Limitation Act 1980 S.8  ·  2026-06-04

This Debenture (the "Deed") is made on 2026-06-04 between Wessex Commercial Finance Ltd (Companies House No. 08234109) of 17 Bishopsgate, London, EC2N 3AR (the "Lender"), and Lindale Engineering Solutions Ltd (Companies House No. 11456290) of Unit 12 Holmewood Park, Sheffield, S15 7QR (the "Borrower"). The Borrower grants security to the Lender under this Deed by way of fixed and floating charges over the Charged Assets to secure the Secured Obligations. This Deed is executed as a deed under section 1 of the Law of Property (Miscellaneous Provisions) Act 1989 and (where a party is a company) section 46 of the Companies Act 2006, taking advantage of the twelve-year limitation period in section 8 of the Limitation Act 1980. The parties acknowledge that this Deed creates a charge that must be registered at Companies House under section 859A of the Companies Act 2006 within twenty-one (21) days of creation; if not so registered, the charge is void against any liquidator, administrator or creditor of the Borrower under section 859H.

In this Deed, unless the context otherwise requires:

"Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales.
"Charged Assets" means the assets and undertaking of the Borrower charged by this Deed, as described in Clauses 3 (Floating Charge) and 7 (Fixed Charges, where Expert section applies).
"Companies Act" means the Companies Act 2006.
"Crystallisation Event" means any event causing the floating charge to crystallise into a fixed charge, as set out in Clause 9 (where Expert section applies).
"Event of Default" means any failure of the Borrower to pay or perform the Secured Obligations when due, or any other event identified as an Event of Default in the document creating the Secured Obligations.
"Insolvency Act" means the Insolvency Act 1986.
"LPA" means the Law of Property Act 1925.
"Lender's Group" means the Lender and any subsidiary undertaking or holding company of the Lender from time to time.
"Receiver" means any receiver, administrative receiver, manager or receiver and manager appointed by the Lender under this Deed, including any joint or several appointment.
"Secured Obligations" means all monies, obligations and liabilities (whether present or future, actual or contingent, sole or joint) now or hereafter due, owing or incurred by the Borrower to the Lender on any account whatsoever, including under or in connection with the facility described in Clause 2.

References to statutes and regulations are to those instruments as amended, extended, re-enacted or replaced. Headings are for convenience only.

2.1 Description. The Secured Obligations are: Revolving credit facility of up to £750,000 advanced under a facility letter dated 2 June 2026 between the parties, comprising working-capital drawings repayable on demand and a term loan element of £350,000 repayable in 36 equal monthly instalments.

2.2 Principal amount. The principal amount of the facility (or the maximum amount that may be outstanding) is £750,000.00.

2.3 Covenant to pay. The Borrower covenants with the Lender that, on demand by the Lender (or otherwise in accordance with the document creating the Secured Obligations), the Borrower shall pay, discharge or perform the Secured Obligations.

2.4 Default interest. Any amount not paid by the due date shall bear interest from the due date until actual payment at the Bank of England base rate plus 8% per annum, together with the fixed compensation and reasonable recovery costs under sections 5 and 5A of the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily and compounded monthly.

3.1 Floating charge. The Borrower hereby charges by way of floating charge in favour of the Lender all its present and future assets and undertaking, including (without limitation) book debts, contracts, plant and equipment, stock-in-trade, intellectual property, shares in subsidiary undertakings, bank accounts and any other asset of the Borrower from time to time, but excluding any asset that is the subject of a fixed charge under this Deed.

3.2 Qualifying floating charge. The parties intend that this floating charge is a "qualifying floating charge" within the meaning of paragraph 14 of Schedule B1 to the Insolvency Act 1986. The Lender (or its nominee) shall be entitled to appoint an administrator of the Borrower under that paragraph and the Borrower irrevocably consents to any such appointment.

3.3 Prescribed part. The parties acknowledge that, on the realisation of the floating charge, a "prescribed part" of the Borrower's net property shall be set aside for the satisfaction of unsecured debts pursuant to section 176A of the Insolvency Act 1986 and the Insolvency Act 1986 (Prescribed Part) (Amendment) Order 2020 (50% of the first £10,000 of net property plus 20% of any excess, subject to a maximum of £800,000).

3.4 No other charges. The Borrower shall not, without the Lender's prior written consent, create or permit to subsist any other security (whether fixed or floating, ranking before, equally with or after this Debenture) over any of the Charged Assets.

4.1 Enforcement trigger. The security constituted by this Deed shall become enforceable on the occurrence of an Event of Default that is not remedied within 14 Business Days of written notice from the Lender.

4.2 Lender's powers. Once the security has become enforceable, the Lender may exercise all rights and powers conferred on a mortgagee by the Law of Property Act 1925 (as varied by this Deed), including the power to:
(a) take possession of, collect or get in the Charged Assets;
(b) sell, lease, license or otherwise dispose of the Charged Assets;
(c) appoint a Receiver of all or any part of the Charged Assets; and
(d) appoint an administrator of the Borrower (where the floating charge is a qualifying floating charge under paragraph 14 of Schedule B1 to the Insolvency Act 1986).

4.3 Section 101 LPA 1925. The statutory power of sale and other powers conferred on a mortgagee by section 101 of the LPA shall arise on the date of this Deed (and not, as section 101 would otherwise provide, only when the principal sum has become due).

5.1 21-day deadline. The Borrower shall file Form MR01 with the Registrar of Companies under section 859A of the Companies Act 2006 within twenty-one (21) days beginning the day after the date of this Deed.

5.2 Consequence of failure. If the charge is not registered within the 21-day period, the charge shall be void against any liquidator, administrator or creditor of the Borrower under section 859H of the Companies Act 2006 (subject to any rectification order under section 859F).

5.3 Filing fee. The Companies House fee is £15 for online filing (Webfiling) or £23 for paper filing.

5.4 Land Registry. Where the Charged Assets include registered land, the charge shall also be registered at HM Land Registry under the Land Registration Act 2002 in accordance with prevailing Land Registry requirements.

5.5 Borrower's assistance. The Borrower shall promptly provide such information, signatures and assistance as the Lender requires to complete and file MR01 and any Land Registry application.

7.1 Land. The Borrower hereby charges by way of first legal mortgage all freehold and leasehold land and buildings now or hereafter belonging to the Borrower, together with all fixtures, fittings, plant and equipment thereon and all rights, easements and appurtenances thereto. Where any land is registered land, this charge shall be registered at HM Land Registry.

7.2 Plant, machinery and equipment. The Borrower hereby charges by way of fixed charge all plant, machinery, computers, motor vehicles, office equipment and other tangible movable assets now or hereafter belonging to the Borrower (excluding stock-in-trade dealt with in the ordinary course of business).

7.3 Intellectual property. The Borrower hereby charges by way of fixed charge all patents, trade marks, design rights, copyrights, database rights, domain names, software, technical know-how and other intellectual property rights (whether registered or unregistered) and all goodwill attached to or associated with any of them, now or hereafter owned by the Borrower.

7.4 Shares. The Borrower hereby charges by way of first fixed charge all shares, debentures, bonds and other securities now or hereafter held by the Borrower in any subsidiary undertaking or other body corporate, together with all dividends, interest and other distributions paid or payable on them and all rights, options and benefits attaching to them.

7.5 Book debts and receivables. The Borrower hereby charges by way of first fixed charge all present and future book debts, receivables and monetary claims of the Borrower from any person, including all proceeds thereof. The Borrower undertakes to pay all such receivables into a designated bank account and not to deal with them otherwise than in accordance with the Lender's directions.

7.6 Bank accounts. The Borrower hereby charges by way of first fixed charge all credit balances on, and all amounts standing to the credit of, all present and future bank accounts of the Borrower, together with all interest accrued or to accrue and all rights, benefits and proceeds in respect thereof.

7.7 Key contracts. The Borrower hereby charges by way of fixed charge the benefit of all material contracts, agreements, licences, consents, authorisations and warranties to which the Borrower is a party from time to time, together with all sums payable to the Borrower under them.

7.8 Insurance policies. The Borrower hereby charges by way of fixed charge all rights, benefits and proceeds under all insurance policies maintained by the Borrower from time to time, and shall procure that the Lender is noted as composite insured (or loss payee, as the Lender may direct) on each such policy.

8.1 Negative pledge. The Borrower shall not, without the Lender's prior written consent, create or attempt to create, or permit to subsist, any security (whether fixed or floating, legal or equitable, ranking before, equally with or after the security constituted by this Deed) over any of the Charged Assets.

8.2 Disposal restriction. The Borrower shall not, without the Lender's prior written consent, sell, transfer, lease, license, assign or otherwise dispose of (or agree to dispose of) any of the Charged Assets, save for disposals in the ordinary course of the Borrower's business not exceeding £25,000 in aggregate per calendar year in aggregate per calendar year.

8.3 No change of business. The Borrower shall not make any material change to the nature of its business or its principal place of business without the Lender's prior written consent.

9.1 Application. This Clause applies to the floating charge created by Clause 3 of this Deed.

9.2 Automatic crystallisation. The floating charge shall automatically convert (crystallise) into a fixed charge on the occurrence of any of the following: (a) the Borrower commits a material breach of this Deed; (b) the Borrower passes a resolution for its winding-up; (c) a petition is presented for the winding-up or administration of the Borrower; (d) an administrator, receiver or liquidator is appointed; or (e) the Borrower becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.

9.3 Crystallisation on notice. The Lender may, at any time, by written notice to the Borrower, convert the floating charge into a fixed charge over any or all of the assets subject to it, in such terms as the Lender determines.

9.4 Cessation of business. The floating charge shall automatically crystallise on the Borrower ceasing (or threatening to cease) to carry on its business or any material part of it.

9.5 Third-party charge. The floating charge shall automatically crystallise on the Borrower granting, or any third party levying, any charge, lien or other security on or over any of the assets subject to the floating charge.

9.6 Effect. On crystallisation, the relevant assets shall stand subject to a first fixed charge in favour of the Lender, with all the consequences of a fixed charge under this Deed.

10.1 Receiver appointment. The Lender may appoint any person or persons as Receiver of all or any part of the Charged Assets at any time after the security has become enforceable. The Receiver shall be the agent of the Borrower, who shall be solely responsible for the Receiver's acts, omissions and remuneration.

10.2 Receiver powers. The Receiver has all powers conferred by Schedule 1 to the Insolvency Act 1986 (as if the Receiver were an administrative receiver) and all the powers conferred by Clause 4.2 of this Deed, including the power to: (a) take possession of, collect or get in the Charged Assets; (b) carry on the Borrower's business; (c) sell, lease, license or otherwise dispose of the Charged Assets; (d) borrow money on the security of the Charged Assets; (e) bring or defend proceedings; and (f) take any other action incidental to the exercise of these powers.

10.3 Section 103 LPA disapplied. Section 103 of the Law of Property Act 1925 (regulating the power of sale by reference to a 3-month notice requirement) shall not apply to this Deed.

10.4 Consolidation disapplied. Section 93 of the Law of Property Act 1925 (consolidation of mortgages) shall not apply to this Deed.

10.5 Power of Attorney. The Borrower irrevocably appoints the Lender and any Receiver (and any other person nominated in writing by the Lender) as its attorney, with full power of substitution, to execute and deliver any document and do any act in the name of the Borrower that the Lender or Receiver considers necessary or desirable for the protection or enforcement of the security constituted by this Deed. This power of attorney is given by way of security under section 10 of the Powers of Attorney Act 1971 and is irrevocable until the Secured Obligations are discharged in full.

10.6 Set-off. The Lender may, at any time and without notice, set off any obligation of the Borrower to the Lender (whether or not matured) against any obligation of the Lender to the Borrower, regardless of currency, place of payment or branch.

10.7 Tacking and further advances. The security constituted by this Deed shall extend to any further advances or other monies advanced by the Lender to the Borrower from time to time, all of which shall constitute Secured Obligations and shall rank in priority to any subsequent charge or other security over the Charged Assets.

10.9 Order of application. All monies received by the Lender or any Receiver shall be applied first in payment of the costs and expenses of enforcement; second in payment of preferential debts under sections 40 and 175 of the Insolvency Act 1986; third in payment of the prescribed part under section 176A; fourth in payment of the Secured Obligations; and fifth (any surplus) to the Borrower or such other person as is entitled.

11.1 Representations. The Borrower represents and warrants to the Lender that, on the date of this Deed (and on each subsequent date during the term):

(a) it is duly incorporated, validly existing and in good standing under the laws of its place of incorporation;
(b) it has full corporate power and authority to enter into and perform this Deed and has obtained all necessary corporate authorisations;
(c) the entry into and performance of this Deed does not breach any law, regulation, constitutional document or material contract binding on the Borrower;
(d) no insolvency proceedings have been commenced or are threatened against the Borrower, and the Borrower is not unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(e) the Borrower has good and marketable title to (or, in the case of leased or licensed assets, a valid leasehold or licence interest in) the Charged Assets, free of any security or other encumbrance other than those notified to the Lender in writing.

11.2 Repeated representations. The Borrower is deemed to repeat each representation in Clause 11.1 on each date on which a further advance is made under the facility constituted by the Secured Obligations.

12.1 Counterparts. This Deed may be executed in any number of counterparts.

12.2 Electronic execution. This Deed may be executed by qualified electronic signature in accordance with section 7 of the Electronic Communications Act 2000 and the Law Commission's 2019 statement on Electronic Execution of Documents.

12.3 Notices. Notices shall be in writing and delivered by hand, first-class pre-paid post or email to the addresses above. Notices delivered by hand are deemed received on delivery; by post on the second Business Day after posting; by email on the next Business Day after transmission (subject to no bounce-back).

12.4 Third-party rights. A person who is not a party to this Deed has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, save that any member of the Lender's Group may enforce its rights in its own name.

This Deed and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Entire agreement. This Deed constitutes the entire agreement between the parties in relation to the security constituted by it. No variation shall be effective unless in writing and signed (as a deed) by or on behalf of each party.

Severability. If any provision of this Deed is held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to render it enforceable, and the remainder of this Deed shall continue in full force.

This Deed has been executed and delivered as a deed on the date written at the head of it at London.

Borrower execution. Signed as a deed by two directors.
Lender execution. Signed as a deed by two directors.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.