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Free UK Disclosure Letter Template (APA / SPA Companion)
A Disclosure Letter is the cornerstone of UK private M&A — the document delivered by the Seller to the Buyer at or before signing of an Asset Purchase Agreement (APA) or Share Purchase Agreement (SPA), qualifying the Seller's warranties by disclosing matters that would otherwise be a breach. Use our free UK template — drafted to the "fully and fairly disclosed" standard articulated in Infiniteland Ltd v Artisan Contracting Ltd [2005] EWCA Civ 758 — covering general and specific disclosures, the structured Disclosure Bundle, knowledge thresholds and signing-to-Completion updating mechanics.
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DISCLOSURE LETTER
Asset Purchase Agreement · England And Wales · APA Dated 2026-06-04
FROM (SELLER)
Larchmont Studios Ltd
4 Bramley Road, London, W14 0LP
Companies House No. 06721493
Companies House No. 06721493
By: Elizabeth Hampton, Managing Director
TO (BUYER)
Northwood Creative Holdings Ltd
1 Granville Square, Manchester, M3 3JE
Companies House No. 12849371
Companies House No. 12849371
By: James Stratton, CEO
Disclosure Letter
Asset Purchase Agreement · England and Wales
Dear Northwood Creative Holdings Ltd,
This Disclosure Letter is delivered by Larchmont Studios Ltd to Northwood Creative Holdings Ltd on 2026-06-04 in connection with the Asset Purchase Agreement dated 2026-06-04 between (1) Larchmont Studios Ltd and (2) Northwood Creative Holdings Ltd relating to the sale of the business of Larchmont Animation Studio (the "APA").
Capitalised terms used in this Letter have the meanings given in the APA unless the context otherwise requires. This Letter and the Disclosure Bundle constitute the disclosures contemplated by the APA for the purpose of qualifying the Warranties. This Letter is delivered, and shall take effect, on signing of the APA.
This Disclosure Letter is delivered by Larchmont Studios Ltd to Northwood Creative Holdings Ltd on 2026-06-04 in connection with the Asset Purchase Agreement dated 2026-06-04 between (1) Larchmont Studios Ltd and (2) Northwood Creative Holdings Ltd relating to the sale of the business of Larchmont Animation Studio (the "APA").
Capitalised terms used in this Letter have the meanings given in the APA unless the context otherwise requires. This Letter and the Disclosure Bundle constitute the disclosures contemplated by the APA for the purpose of qualifying the Warranties. This Letter is delivered, and shall take effect, on signing of the APA.
1.
INTERPRETATION AND DISCLOSURE STANDARD
1.1 Definitions. Defined terms used in this Letter have the meanings given to them in the APA. Without limitation:
"Disclosure Bundle" means the documents and records identified in Clause 4 of this Letter (and where indexed, in any attached index), provided to the Buyer in connection with the APA.
"Disclosures" means the General Disclosures and Specific Disclosures set out in this Letter.
"General Disclosures" means the matters set out in Clause 3 of this Letter, which are deemed disclosed against all Warranties.
"Specific Disclosures" means the matters set out in Clauses 5-7 of this Letter against specific Warranties.
"Warranties" means the warranties given by the Seller in Clauses 7 and (where Expert) 11 of the APA, together with any additional warranties in the related Schedule.
1.2 Disclosure standard. The Disclosures are made on the basis that any matter disclosed in this Letter (whether in a General Disclosure or a Specific Disclosure) is fully and fairly disclosed to the Buyer for the purpose of the Warranties, applying the standard articulated in Infiniteland Ltd v Artisan Contracting Ltd [2005] EWCA Civ 758. A matter is "fully and fairly disclosed" only if a reasonable buyer (or its advisors), applying reasonable diligence, could understand the nature and scope of the matter, the Warranty against which it is disclosed, and its likely impact on the value of the Target/Business.
1.3 Scope of disclosure. Where a matter is disclosed against one Warranty, it shall be deemed disclosed against any other Warranty to the extent the relevance is reasonably apparent on the face of the disclosure.
1.4 References. References to documents in the Disclosure Bundle are by reference to the bundle index. The Disclosure Bundle is incorporated into this Letter and the disclosures it contains shall qualify the Warranties.
1.5 Materiality. Save where expressly stated, the Seller has identified matters for disclosure where the Seller (or its advisers) considers it appropriate to do so, applying ordinary commercial judgement; the absence of a matter from this Letter does not constitute a warranty that no such matter exists if it would not be a breach of any Warranty.
"Disclosure Bundle" means the documents and records identified in Clause 4 of this Letter (and where indexed, in any attached index), provided to the Buyer in connection with the APA.
"Disclosures" means the General Disclosures and Specific Disclosures set out in this Letter.
"General Disclosures" means the matters set out in Clause 3 of this Letter, which are deemed disclosed against all Warranties.
"Specific Disclosures" means the matters set out in Clauses 5-7 of this Letter against specific Warranties.
"Warranties" means the warranties given by the Seller in Clauses 7 and (where Expert) 11 of the APA, together with any additional warranties in the related Schedule.
1.2 Disclosure standard. The Disclosures are made on the basis that any matter disclosed in this Letter (whether in a General Disclosure or a Specific Disclosure) is fully and fairly disclosed to the Buyer for the purpose of the Warranties, applying the standard articulated in Infiniteland Ltd v Artisan Contracting Ltd [2005] EWCA Civ 758. A matter is "fully and fairly disclosed" only if a reasonable buyer (or its advisors), applying reasonable diligence, could understand the nature and scope of the matter, the Warranty against which it is disclosed, and its likely impact on the value of the Target/Business.
1.3 Scope of disclosure. Where a matter is disclosed against one Warranty, it shall be deemed disclosed against any other Warranty to the extent the relevance is reasonably apparent on the face of the disclosure.
1.4 References. References to documents in the Disclosure Bundle are by reference to the bundle index. The Disclosure Bundle is incorporated into this Letter and the disclosures it contains shall qualify the Warranties.
1.5 Materiality. Save where expressly stated, the Seller has identified matters for disclosure where the Seller (or its advisers) considers it appropriate to do so, applying ordinary commercial judgement; the absence of a matter from this Letter does not constitute a warranty that no such matter exists if it would not be a breach of any Warranty.
2.
STATUS AND PURPOSE OF THIS LETTER
2.1 No representation. Nothing in this Letter is or shall be construed as a representation or warranty by the Seller. The Disclosures qualify the Warranties; they do not create new ones.
2.2 Without admission. The Disclosures are made without admission of liability and without prejudice to the Seller's rights and defences. The fact that a matter is disclosed does not necessarily mean that it would constitute a breach of any Warranty if not disclosed.
2.3 Effect on Warranties. Each matter fully and fairly disclosed in this Letter qualifies the corresponding Warranty to the extent of the disclosure, and the Buyer shall have no claim under the Warranties in respect of a matter so disclosed.
2.4 Tax matters. Tax matters disclosed in this Letter qualify the tax Warranties in the APA but do NOT affect the indemnity-style protection under the separate Tax Deed (which is unconditional, save for the carve-outs in the Tax Deed itself).
2.5 Misrepresentation Act 1967. Nothing in this Letter excludes or limits liability for fraud or fraudulent misrepresentation under the Misrepresentation Act 1967 ss.2(1) and 2(2).
2.2 Without admission. The Disclosures are made without admission of liability and without prejudice to the Seller's rights and defences. The fact that a matter is disclosed does not necessarily mean that it would constitute a breach of any Warranty if not disclosed.
2.3 Effect on Warranties. Each matter fully and fairly disclosed in this Letter qualifies the corresponding Warranty to the extent of the disclosure, and the Buyer shall have no claim under the Warranties in respect of a matter so disclosed.
2.4 Tax matters. Tax matters disclosed in this Letter qualify the tax Warranties in the APA but do NOT affect the indemnity-style protection under the separate Tax Deed (which is unconditional, save for the carve-outs in the Tax Deed itself).
2.5 Misrepresentation Act 1967. Nothing in this Letter excludes or limits liability for fraud or fraudulent misrepresentation under the Misrepresentation Act 1967 ss.2(1) and 2(2).
3.
GENERAL DISCLOSURES
3.1 General Disclosures. The following matters are GENERAL DISCLOSURES, deemed disclosed against all Warranties to the extent the relevance is reasonably apparent:
(a) Companies House register. All matters appearing on the public file at Companies House for the Seller as at the date of this Letter (including all filings, charges, persons with significant control register entries, and statutory accounts).
(b) Press and public information. All matters appearing in the press, on any company's website, in any social media post, or otherwise published in the public domain on or before the date of this Letter.
(c) Government, regulator and industry registers. All matters appearing on any UK government, public-body or regulator register (including the Land Registry, the Intellectual Property Office register, the FCA register, the ICO register of data controllers, the Charity Commission register, the Trade Union register, the Insolvency Register, the OFAC and HMG sanctions registers, and any equivalent registers in the Territory of operation).
(d) Disclosure Bundle. All documents contained in or referenced in the Disclosure Bundle.
(a) Companies House register. All matters appearing on the public file at Companies House for the Seller as at the date of this Letter (including all filings, charges, persons with significant control register entries, and statutory accounts).
(b) Press and public information. All matters appearing in the press, on any company's website, in any social media post, or otherwise published in the public domain on or before the date of this Letter.
(c) Government, regulator and industry registers. All matters appearing on any UK government, public-body or regulator register (including the Land Registry, the Intellectual Property Office register, the FCA register, the ICO register of data controllers, the Charity Commission register, the Trade Union register, the Insolvency Register, the OFAC and HMG sanctions registers, and any equivalent registers in the Territory of operation).
(d) Disclosure Bundle. All documents contained in or referenced in the Disclosure Bundle.
4.
DISCLOSURE BUNDLE
4.1 Disclosure Bundle. The Disclosure Bundle accompanying this Letter is provided as a virtual data room at Datasite virtual data room — project codename "Atlas" — index URL provided separately to Buyer's counsel (Slaughter and May LLP).
4.2 Bundle index. A bundle index identifying the documents and their categorisation is provided separately as Annex 1 to this Letter and is incorporated by reference.
4.3 Custody. The Seller shall retain the originals or master copies of the Disclosure Bundle for a minimum of seven (7) years from the Completion Date.
4.4 Updating. The Buyer acknowledges that the Disclosure Bundle was made available for review during the due diligence period. The Buyer (and its advisers) confirms that it has reviewed (or has had the opportunity to review) the Disclosure Bundle in full.
4.2 Bundle index. A bundle index identifying the documents and their categorisation is provided separately as Annex 1 to this Letter and is incorporated by reference.
4.3 Custody. The Seller shall retain the originals or master copies of the Disclosure Bundle for a minimum of seven (7) years from the Completion Date.
4.4 Updating. The Buyer acknowledges that the Disclosure Bundle was made available for review during the due diligence period. The Buyer (and its advisers) confirms that it has reviewed (or has had the opportunity to review) the Disclosure Bundle in full.
5.
DETAILED GENERAL DISCLOSURES
5.1 Detailed General Disclosures. In addition to the basic General Disclosures in Clause 3, the following specific matters from public-record sources are disclosed:
5.1.1 Companies House files. All filings on the Seller's Companies House file as at the date of this Letter, including:
Forms AR01 / CS01 (annual returns 2014-2026)
Forms AP01 / TM01 (director appointments and resignations)
Form MR01 (charge particulars — debenture in favour of HSBC dated 2019)
Form CH01 / CH02 (PSC notifications)
Filed accounts for years ended 31 December 2014-2025
Resolutions filed under section 30 Companies Act 2006
5.1.2 Land Registry entries. Title number AGL 423891 (leasehold) — 4 Bramley Road, London, W14 0LP
Lease entries showing 25-year term commencing 1 January 2014, current rent £85,000 pa with 5-yearly upward-only rent review
No restrictions on assignment beyond standard landlord-consent (Landlord and Tenant Act 1988 s.1 applies)
5.1.3 IPO register. UK Registered Trade Marks UK00003598421 ("Larchmont Animation" — class 41) and UK00003721099 ("BunnyPond" — class 41), both subsisting and registered to the Seller, with annual renewals current to 2034.
5.1.4 Court file searches. Search of Court Service files reveals 1 active employment tribunal case: Smith v Larchmont Studios Ltd (case no. 2026-008712), claim for unfair dismissal, value approximately £18,500, status: case management hearing scheduled October 2026. No other pending litigation in the UK courts.
5.1.5 Insolvency Register. Search of the Insolvency Service register reveals no insolvency, bankruptcy or winding-up petition against the Seller or any of its directors as at the date of this Letter.
5.1.6 Sanctions registers. Search of the OFAC, HMG and EU consolidated sanctions registers reveals no listing of the Seller, its directors, officers, or major shareholders.
5.1.7 ICO regulator information. The Seller is registered with the Information Commissioner's Office as a data controller (registration number Z9482167; expiry 2027).
5.1.8 Press and public information. No adverse press coverage in the UK national media in the 24 months preceding the date of this Letter. The Seller has been the subject of trade press coverage on its BAFTA nominations in 2023 and 2025 (both favourable).
5.1.1 Companies House files. All filings on the Seller's Companies House file as at the date of this Letter, including:
Forms AR01 / CS01 (annual returns 2014-2026)
Forms AP01 / TM01 (director appointments and resignations)
Form MR01 (charge particulars — debenture in favour of HSBC dated 2019)
Form CH01 / CH02 (PSC notifications)
Filed accounts for years ended 31 December 2014-2025
Resolutions filed under section 30 Companies Act 2006
5.1.2 Land Registry entries. Title number AGL 423891 (leasehold) — 4 Bramley Road, London, W14 0LP
Lease entries showing 25-year term commencing 1 January 2014, current rent £85,000 pa with 5-yearly upward-only rent review
No restrictions on assignment beyond standard landlord-consent (Landlord and Tenant Act 1988 s.1 applies)
5.1.3 IPO register. UK Registered Trade Marks UK00003598421 ("Larchmont Animation" — class 41) and UK00003721099 ("BunnyPond" — class 41), both subsisting and registered to the Seller, with annual renewals current to 2034.
5.1.4 Court file searches. Search of Court Service files reveals 1 active employment tribunal case: Smith v Larchmont Studios Ltd (case no. 2026-008712), claim for unfair dismissal, value approximately £18,500, status: case management hearing scheduled October 2026. No other pending litigation in the UK courts.
5.1.5 Insolvency Register. Search of the Insolvency Service register reveals no insolvency, bankruptcy or winding-up petition against the Seller or any of its directors as at the date of this Letter.
5.1.6 Sanctions registers. Search of the OFAC, HMG and EU consolidated sanctions registers reveals no listing of the Seller, its directors, officers, or major shareholders.
5.1.7 ICO regulator information. The Seller is registered with the Information Commissioner's Office as a data controller (registration number Z9482167; expiry 2027).
5.1.8 Press and public information. No adverse press coverage in the UK national media in the 24 months preceding the date of this Letter. The Seller has been the subject of trade press coverage on its BAFTA nominations in 2023 and 2025 (both favourable).
6.
SPECIFIC WARRANTY DISCLOSURES
6.1 Specific Warranty Disclosures. The following matters are disclosed against the specific Warranties indicated:
6.1.1 Tax Warranties. (Warranty 11.1(g) — Tax compliance). Reference to Tax Deed for full disclosure. The Seller is current with all CT, VAT, PAYE and NIC filings; the most recent CT return is for the year ended 31 December 2025 (filed 28 February 2026, no outstanding HMRC enquiries).
research and development tax credit claims for 2022, 2023, 2024 and 2025 are documented in the Disclosure Bundle Section H. Buyer should review for continuity of qualifying activity post-Completion (TUPE may affect research and development personnel continuity).
6.1.2 Employee Warranties. (Warranty 11.1 — Employee compliance + 6.1 TUPE). 23 Transferring Employees subject to TUPE 2006. Detailed employee schedule (with terms, accrued holiday, pension status) provided in Disclosure Bundle Section D.
Disciplinary warning issued to senior animator J. Marshall (verbal, May 2024) for unauthorised software use — no further action; resolved by July 2024.
Flexible working request pending from M. Patel (requested 15 April 2026, response due 15 June 2026) — Buyer to handle post-Completion.
1 active employment tribunal: Smith v Larchmont Studios Ltd (see Litigation disclosure 6.1.5).
6.1.3 Property Warranties. (Warranty 11.1(e) — Property). Leasehold interest in 4 Bramley Road, London, W14 0LP. Lease subject to assignment with landlord consent under Landlord and Tenant Act 1988 s.1. Landlord has indicated in principle consent on standard terms (correspondence in Disclosure Bundle Section E).
No subletting, no third-party occupiers, no breaches of repair covenant known to the Seller.
6.1.4 Intellectual Property Warranties. (Warranty 11.1(f) — Intellectual Property). All registered trade marks subsisting and registered to the Seller (UK00003598421 and UK00003721099). Unregistered copyright in 84 episodes of "Larchmont Animation" content produced 2014-2026 — full chain-of-title disclosed in Disclosure Bundle Section F (production company assignment deeds + freelancer IP assignments).
Character "BunnyPond" — sub-licence to Toy World Distribution Ltd (royalty-bearing merchandise licence, royalty of 5% on net sales, terminable on 12 months' notice, full agreement in Disclosure Bundle Section F).
6.1.5 Litigation Warranties. (Warranty 7.1(d) and 11.1 — Litigation). Smith v Larchmont Studios Ltd (case no. 2026-008712, claim £18,500 unfair dismissal, employment tribunal). Status: case management hearing scheduled October 2026. Seller has external legal counsel (Pinsent Masons LLP, Q. Edwards) handling. Seller retains this litigation as an Excluded Liability (see APA Clause 4.4).
No other pending or threatened litigation, arbitration or governmental investigation.
6.1.6 Customer / Supplier Warranties. (Warranty 11.1(c) — Customers + Suppliers). No customer representing >5% of revenue has notified intention to terminate or materially reduce business. Britainstar Media plc (major broadcaster client, ~£1.8M order book 2025-2027) renewed its production agreement in March 2026 (3-year term).
No material supplier dependency above 30% concentration.
6.1.7 Material Contracts Warranties. (Warranty 11.1(b) — Material Contracts). Detailed in Disclosure Bundle Section B. Key contracts requiring consent to assignment / novation: Britainstar Media plc Broadcasting Agreement (consent already in principle obtained), North-Stream Distributors B.V. Agreement (consent pending), Toon Boom Harmony software licence (assignment permitted under licence terms — no consent required).
6.1.8 Environmental Warranties. (Warranty 11.1 — Environmental). The Business is office-based; no manufacturing, no storage of hazardous materials, no environmental permits required. No notice of any environmental claim or investigation. The Seller maintains its IT equipment in compliance with the WEEE Directive.
6.1.9 Data Protection Warranties. (Warranty 11.1(i) — Data Protection). The Seller is registered with the ICO. The Seller maintains a customer / employee personal data register. Following the introduction of the Data (Use and Access) Act 2024 (5 February 2026), the Seller updated its privacy notice. No data breach notifications have been made to the ICO in the previous 24 months.
6.1.1 Tax Warranties. (Warranty 11.1(g) — Tax compliance). Reference to Tax Deed for full disclosure. The Seller is current with all CT, VAT, PAYE and NIC filings; the most recent CT return is for the year ended 31 December 2025 (filed 28 February 2026, no outstanding HMRC enquiries).
research and development tax credit claims for 2022, 2023, 2024 and 2025 are documented in the Disclosure Bundle Section H. Buyer should review for continuity of qualifying activity post-Completion (TUPE may affect research and development personnel continuity).
6.1.2 Employee Warranties. (Warranty 11.1 — Employee compliance + 6.1 TUPE). 23 Transferring Employees subject to TUPE 2006. Detailed employee schedule (with terms, accrued holiday, pension status) provided in Disclosure Bundle Section D.
Disciplinary warning issued to senior animator J. Marshall (verbal, May 2024) for unauthorised software use — no further action; resolved by July 2024.
Flexible working request pending from M. Patel (requested 15 April 2026, response due 15 June 2026) — Buyer to handle post-Completion.
1 active employment tribunal: Smith v Larchmont Studios Ltd (see Litigation disclosure 6.1.5).
6.1.3 Property Warranties. (Warranty 11.1(e) — Property). Leasehold interest in 4 Bramley Road, London, W14 0LP. Lease subject to assignment with landlord consent under Landlord and Tenant Act 1988 s.1. Landlord has indicated in principle consent on standard terms (correspondence in Disclosure Bundle Section E).
No subletting, no third-party occupiers, no breaches of repair covenant known to the Seller.
6.1.4 Intellectual Property Warranties. (Warranty 11.1(f) — Intellectual Property). All registered trade marks subsisting and registered to the Seller (UK00003598421 and UK00003721099). Unregistered copyright in 84 episodes of "Larchmont Animation" content produced 2014-2026 — full chain-of-title disclosed in Disclosure Bundle Section F (production company assignment deeds + freelancer IP assignments).
Character "BunnyPond" — sub-licence to Toy World Distribution Ltd (royalty-bearing merchandise licence, royalty of 5% on net sales, terminable on 12 months' notice, full agreement in Disclosure Bundle Section F).
6.1.5 Litigation Warranties. (Warranty 7.1(d) and 11.1 — Litigation). Smith v Larchmont Studios Ltd (case no. 2026-008712, claim £18,500 unfair dismissal, employment tribunal). Status: case management hearing scheduled October 2026. Seller has external legal counsel (Pinsent Masons LLP, Q. Edwards) handling. Seller retains this litigation as an Excluded Liability (see APA Clause 4.4).
No other pending or threatened litigation, arbitration or governmental investigation.
6.1.6 Customer / Supplier Warranties. (Warranty 11.1(c) — Customers + Suppliers). No customer representing >5% of revenue has notified intention to terminate or materially reduce business. Britainstar Media plc (major broadcaster client, ~£1.8M order book 2025-2027) renewed its production agreement in March 2026 (3-year term).
No material supplier dependency above 30% concentration.
6.1.7 Material Contracts Warranties. (Warranty 11.1(b) — Material Contracts). Detailed in Disclosure Bundle Section B. Key contracts requiring consent to assignment / novation: Britainstar Media plc Broadcasting Agreement (consent already in principle obtained), North-Stream Distributors B.V. Agreement (consent pending), Toon Boom Harmony software licence (assignment permitted under licence terms — no consent required).
6.1.8 Environmental Warranties. (Warranty 11.1 — Environmental). The Business is office-based; no manufacturing, no storage of hazardous materials, no environmental permits required. No notice of any environmental claim or investigation. The Seller maintains its IT equipment in compliance with the WEEE Directive.
6.1.9 Data Protection Warranties. (Warranty 11.1(i) — Data Protection). The Seller is registered with the ICO. The Seller maintains a customer / employee personal data register. Following the introduction of the Data (Use and Access) Act 2024 (5 February 2026), the Seller updated its privacy notice. No data breach notifications have been made to the ICO in the previous 24 months.
7.
DISCLOSURE PROCEDURAL — KNOWLEDGE, MATERIALITY, UPDATING
7.1 Knowledge threshold. Where any Warranty is qualified by "the Seller's knowledge" (or similar wording), this means actual or imputed (constructive) knowledge of the Seller (including the knowledge of the Seller's directors, officers and senior management as identified below). Imputed knowledge is the standard articulated in Infiniteland Ltd v Artisan Contracting Ltd [2005] EWCA Civ 758.
7.2 Knowledge parties. The persons whose knowledge is treated as that of the Seller are:
Elizabeth Hampton (Managing Director)
David Chen (Finance Director)
Rupert Thomas (Production Director)
Martha Edwards (HR Director)
7.3 Materiality threshold. Save where expressly stated, a matter is not "material" for the purposes of disclosure or claim unless it has (or could reasonably be expected to have) a financial impact exceeding 10,000 on the Business / Target.
7.4 Updating disclosure between signing and Completion. Where, between the date of this Letter and Completion, a matter arises that would (if not disclosed) constitute a breach of Warranty, the Seller may deliver a Completion Disclosure Letter (separate from this Letter) on or before Completion. The Buyer shall have a reasonable period (typically 10 Business Days) to review the Completion Disclosure Letter; the Buyer's remedies in respect of new matters disclosed in the Completion Disclosure Letter are limited to those expressly preserved in the APA (typically termination or price reduction for material adverse matters; otherwise the Warranty is qualified by the Completion Disclosure).
7.5 Buyer's knowledge. The Buyer's actual knowledge of a matter (whether disclosed in this Letter or otherwise) shall not prejudice the Buyer's ability to bring a Warranty claim in respect of that matter, save where the matter is expressly disclosed in this Letter or recorded in writing in the Disclosure Bundle.
7.2 Knowledge parties. The persons whose knowledge is treated as that of the Seller are:
Elizabeth Hampton (Managing Director)
David Chen (Finance Director)
Rupert Thomas (Production Director)
Martha Edwards (HR Director)
7.3 Materiality threshold. Save where expressly stated, a matter is not "material" for the purposes of disclosure or claim unless it has (or could reasonably be expected to have) a financial impact exceeding 10,000 on the Business / Target.
7.4 Updating disclosure between signing and Completion. Where, between the date of this Letter and Completion, a matter arises that would (if not disclosed) constitute a breach of Warranty, the Seller may deliver a Completion Disclosure Letter (separate from this Letter) on or before Completion. The Buyer shall have a reasonable period (typically 10 Business Days) to review the Completion Disclosure Letter; the Buyer's remedies in respect of new matters disclosed in the Completion Disclosure Letter are limited to those expressly preserved in the APA (typically termination or price reduction for material adverse matters; otherwise the Warranty is qualified by the Completion Disclosure).
7.5 Buyer's knowledge. The Buyer's actual knowledge of a matter (whether disclosed in this Letter or otherwise) shall not prejudice the Buyer's ability to bring a Warranty claim in respect of that matter, save where the matter is expressly disclosed in this Letter or recorded in writing in the Disclosure Bundle.
8.
DISCLOSURE BUNDLE STRUCTURED
8.1 Disclosure Bundle structure. The Disclosure Bundle is structured into the following sections:
Section A — Corporate. Memorandum of Association + Articles of Association
Companies House filings (annual returns + accounts)
Minutes of Board meetings 2024-2026
Shareholders' register + share certificates
Director / Secretary appointment forms
Section B — Commercial. Material Contracts (Britainstar, North-Stream, Toon Boom, etc.)
Customer + Supplier correspondence
Marketing materials + customer lists
Section C — Financial. Audited accounts 2023-2025
Management accounts to April 2026
Bank statements 12 months prior to Completion
Debenture documentation (HSBC)
Section D — Employment. Employee schedule (23 staff)
Employment contracts (master + variations)
Pension scheme documentation
Disciplinary + grievance records
Flexible working requests
Section E — Property. Lease + assignment correspondence
Landlord consent in principle
Rent review documentation
Section F — IP. Trade mark certificates (UK00003598421, UK00003721099)
Production company IP chain-of-title deeds
Freelancer IP assignment deeds
Sub-licence — Toy World Distribution Ltd
Section G — Litigation / Compliance. Smith v Larchmont — employment tribunal pleadings
GDPR + ICO registration
BAFTA nomination correspondence
Section H — Tax. CT returns 2022-2025
VAT returns 2024-2026 Q1
PAYE / NIC HMRC correspondence
research and development tax credit claim documentation
Transfer pricing documentation (intra-group)
Section A — Corporate. Memorandum of Association + Articles of Association
Companies House filings (annual returns + accounts)
Minutes of Board meetings 2024-2026
Shareholders' register + share certificates
Director / Secretary appointment forms
Section B — Commercial. Material Contracts (Britainstar, North-Stream, Toon Boom, etc.)
Customer + Supplier correspondence
Marketing materials + customer lists
Section C — Financial. Audited accounts 2023-2025
Management accounts to April 2026
Bank statements 12 months prior to Completion
Debenture documentation (HSBC)
Section D — Employment. Employee schedule (23 staff)
Employment contracts (master + variations)
Pension scheme documentation
Disciplinary + grievance records
Flexible working requests
Section E — Property. Lease + assignment correspondence
Landlord consent in principle
Rent review documentation
Section F — IP. Trade mark certificates (UK00003598421, UK00003721099)
Production company IP chain-of-title deeds
Freelancer IP assignment deeds
Sub-licence — Toy World Distribution Ltd
Section G — Litigation / Compliance. Smith v Larchmont — employment tribunal pleadings
GDPR + ICO registration
BAFTA nomination correspondence
Section H — Tax. CT returns 2022-2025
VAT returns 2024-2026 Q1
PAYE / NIC HMRC correspondence
research and development tax credit claim documentation
Transfer pricing documentation (intra-group)
9.
LIMITATION AND CROSS-REFERENCE
9.1 Tax Deed cross-reference. The parties have entered into a separate Tax Deed of even date. This Letter qualifies the tax Warranties in the APA but does NOT qualify or limit the Seller's indemnity obligations under the Tax Deed (which are unconditional except as expressly carved out in the Tax Deed itself).
9.2 warranty and indemnity insurance. A warranty and indemnity insurance policy has been disclosed to the Buyer and is in place. The disclosures in this Letter form part of the insurance underwriting record. The Buyer acknowledges that the warranty and indemnity policy is the primary recovery vehicle for matters NOT disclosed in this Letter (subject to the policy excess and exclusions).
9.3 Disclosure limitations summary. Standard limitations apply per APA Clause 11 — 24 months general / 6 years tax / 70% Purchase Price cap / £7,500 de minimis / £75,000 basket / Buyer-side warranty and indemnity insurance for matters above £1 individual cap.
9.4 Time limits. The Warranty time limits in the APA apply; this Letter does not extend or alter them.
9.5 De minimis and basket. The de minimis and basket thresholds in the APA apply; this Letter does not extend or alter them.
9.2 warranty and indemnity insurance. A warranty and indemnity insurance policy has been disclosed to the Buyer and is in place. The disclosures in this Letter form part of the insurance underwriting record. The Buyer acknowledges that the warranty and indemnity policy is the primary recovery vehicle for matters NOT disclosed in this Letter (subject to the policy excess and exclusions).
9.3 Disclosure limitations summary. Standard limitations apply per APA Clause 11 — 24 months general / 6 years tax / 70% Purchase Price cap / £7,500 de minimis / £75,000 basket / Buyer-side warranty and indemnity insurance for matters above £1 individual cap.
9.4 Time limits. The Warranty time limits in the APA apply; this Letter does not extend or alter them.
9.5 De minimis and basket. The de minimis and basket thresholds in the APA apply; this Letter does not extend or alter them.
10.
ACKNOWLEDGEMENT AND GOVERNING LAW
10.1 Acknowledgement. The Buyer acknowledges receipt of this Letter and the Disclosure Bundle by countersigning below. The countersignature confirms the Buyer's acceptance that the disclosures set out in (or referenced from) this Letter qualify the Warranties.
10.2 Counterparts. This Letter is executed in duplicate, with each party retaining an original.
10.3 Governing law. This Letter and any dispute or claim arising out of or in connection with it shall be governed by the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
10.4 Notices. Notices shall be given in accordance with the notices clause of the APA.
Yours sincerely,
10.2 Counterparts. This Letter is executed in duplicate, with each party retaining an original.
10.3 Governing law. This Letter and any dispute or claim arising out of or in connection with it shall be governed by the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
10.4 Notices. Notices shall be given in accordance with the notices clause of the APA.
Yours sincerely,
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
SIGNED FOR AND ON BEHALF OF SELLER
Elizabeth Hampton, Managing Director
Larchmont Studios Ltd
Date: ____________________
ACKNOWLEDGED FOR AND ON BEHALF OF BUYER
James Stratton, CEO
Northwood Creative Holdings Ltd
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is a Disclosure Letter?
A Disclosure Letter is a formal document delivered by the Seller to the Buyer at or shortly before signing of a UK M&A transaction. It sits alongside the Share Purchase Agreement or Asset Purchase Agreement and the Tax Deed, and its purpose is to qualify the Seller's warranties by setting out matters that would otherwise be a breach. Each matter "fully and fairly disclosed" qualifies the corresponding warranty so the Seller is not liable for breach to the extent of the disclosure.
UK Disclosure Letters set out two categories of disclosure. General Disclosures are matters deemed disclosed against all warranties — typically the Companies House register, the Land Registry, the Intellectual Property Office register, court file searches, the Insolvency Register, sanctions registers, the ICO data controller register, and any matter in the public domain. Specific Disclosures are warranty-by-warranty disclosures of facts that would otherwise breach a particular warranty — for example, "Warranty 11.1(d) — Litigation: Smith v Larchmont, employment tribunal claim £18,500".
The drafting standard is established by Infiniteland Ltd v Artisan Contracting Ltd [2005] EWCA Civ 758. A matter is "fully and fairly disclosed" only if a reasonable buyer (or its advisers), applying reasonable diligence, could understand the nature and scope of the matter, the warranty against which it is disclosed, and its likely impact on the value of the target or business. A poorly-drafted Disclosure Letter is the single largest source of post-Completion warranty claims in UK M&A.
What's Covered in This Template
This template addresses the full set of disclosure mechanics in UK M&A practice.
Parties + Linked Agreement
Seller, Buyer, signing date and the linked APA or SPA with effective Completion date.
Warranties Reference
Cross-reference to the APA Clauses 7 and 11 + Schedule W, the SPA warranty clauses, or any custom warranty schedule.
Disclosure Standard
"Fully and fairly disclosed" (Infiniteland v Artisan UK standard), "reasonable detail" (less Seller-protective), or "specific only" (no general deemed disclosures).
General Disclosures
Companies House, press / public information, government and regulator registers, Disclosure Bundle — deemed disclosed against all warranties.
Detailed General Disclosures
Expert: 8 public-record categories — Companies House files, Land Registry, IPO register, court searches, Insolvency Register, sanctions registers, ICO register, press.
Specific Warranty Disclosures
Expert: 9 warranty topic areas — Tax, Employees, Property, IP, Litigation, Customers / Suppliers, Material Contracts, Environmental, Data Protection.
Knowledge Threshold
Expert: actual only (Seller-favoured), imputed / constructive (UK mid-market), or actual + reasonable enquiry (Buyer-favoured) — Infiniteland v Artisan standard.
Knowledge Parties
Expert: list of senior individuals whose knowledge is treated as that of the Seller for the purpose of "Seller's knowledge" warranties.
Materiality Threshold
Expert: GBP floor below which matters need not be disclosed; typically £10,000 to £25,000 for mid-market deals.
Signing-to-Completion Updating
Expert: allowed at Completion, no update (Buyer-favoured), or separate Completion Disclosure Letter (UK mid-market default).
Buyer's Knowledge Defence
Expert: Levison v Farin [1978] — whether Buyer's actual or constructive knowledge prejudices the warranty claim.
Disclosure Bundle Structure
Expert: 8-section structure — Corporate, Commercial, Financial, Employment, Property, IP, Litigation / Compliance, Tax.
Tax Deed Cross-Reference
Expert: explicit acknowledgement that disclosures qualify tax warranties but NOT Tax Deed indemnity covenants.
W&I Insurance Integration
Expert: warranty and indemnity insurance disclosure with subrogation and recourse mechanics.
Bundle Format
Virtual data room (Datasite / Intralinks / Box), physical folders, USB stick, or .zip email delivery.
Records Retention
Expert: 6, 7 or 10 years from Completion to match the warranty time limits in the linked agreement.
Acknowledgement and Signing
Buyer countersignature confirming receipt and acceptance of disclosures; duplicate originals or electronic signatures.
How to Create a Disclosure Letter
Follow these steps to draft a UK Disclosure Letter qualifying the warranties in a linked APA or SPA.
- 1
Enter Party Details
Provide Seller and Buyer details and the date of the linked APA or SPA being qualified.
- 2
Choose Linked Agreement Type
Select Asset Purchase Agreement (APA) or Share Purchase Agreement (SPA) — drives the warranty reference structure.
- 3
Pick Disclosure Standard
Choose "fully and fairly disclosed" (UK M&A standard — Seller-friendly), "reasonable detail", or "specific disclosure only".
- 4
Configure General Disclosures
Enable Companies House, press / public, government registers, and the Disclosure Bundle as deemed disclosures.
- 5
Identify Disclosure Bundle Format
Choose virtual data room, physical folders, USB stick or email .zip; provide the location or URL.
- 6
Add Detailed General Disclosures (Expert)
List specific Companies House files, Land Registry entries, IPO register entries, court searches, ICO registration and press matters relied on.
- 7
Add Specific Warranty Disclosures (Expert)
Disclose by warranty topic — Tax, Employees, Property, IP, Litigation, Customers / Suppliers, Material Contracts, Environmental, Data Protection.
- 8
Set Knowledge and Materiality (Expert)
Choose the knowledge threshold (actual / imputed / reasonable enquiry), list knowledge parties, set the materiality floor.
- 9
Configure Updating Mechanism (Expert)
Choose allowed-at-Completion, no-update, or separate Completion Disclosure Letter — the UK mid-market default.
- 10
Add Tax Deed + W&I Cross-References (Expert)
Acknowledge that disclosures here do NOT qualify the Tax Deed indemnity; configure W&I insurance integration.
- 11
Review and Download
Preview the Disclosure Letter and download as a PDF (free) or Microsoft Word (.docx) with Expert, ready for delivery at signing.
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Legal Considerations
UK Disclosure Letters operate within a body of case-law that defines what counts as "fully and fairly disclosed", what knowledge thresholds apply, and how disclosures interact with the linked warranty package.
This template is for informational purposes only and does not constitute legal advice. Disclosure Letters are highly specialised — for any transaction above £2 million, transactions where the target has pending litigation, open HMRC enquiries, real property, regulated activities, or where W&I insurance is in place, professional M&A counsel is strongly recommended.
Reviewed for England & Wales, Scotland and Northern Ireland law
The "Fully and Fairly Disclosed" Standard
The leading UK case is Infiniteland Ltd v Artisan Contracting Ltd [2005] EWCA Civ 758, where the Court of Appeal held that a matter is fully and fairly disclosed only if a reasonable buyer (with the benefit of professional advisers exercising reasonable diligence) could understand the nature and scope of the matter and its impact on the warranty. A bare cross-reference to a document in the Disclosure Bundle is generally insufficient. The standard is the UK M&A market default and gives Sellers maximum warranty protection. The earlier Scots case New Hearts Ltd v Cosmopolitan Investments Ltd 1997 SLT 250 applied a similar approach.
General Disclosures and Public Records
UK M&A practice allows the Seller to deem the Companies House register, the Land Registry, the IPO register, the press and the public record disclosed against all warranties. This protects against minor or technical breaches that the Buyer would discover anyway. The Buyer should run pre-signing searches against all relevant registers as part of due diligence. The Expert version of this template lists specific files within those registers — increasing the chance that the disclosure satisfies the "fully and fairly" standard.
Knowledge Thresholds — Actual, Imputed or Reasonable Enquiry
Warranties qualified by "the Seller's knowledge" can be interpreted three ways. Actual knowledge limits the warranty to the personal knowledge of named individuals — Seller-favoured. Imputed (constructive) knowledge extends to the knowledge of directors, officers and senior management — the UK mid-market default. Actual plus reasonable enquiry adds a duty to investigate — Buyer-favoured. The choice is significant: in a small SME with a tightly-held board, the difference between actual and imputed knowledge can be substantial. Infiniteland v Artisan endorses imputed knowledge as the default.
Updating Disclosure Between Signing and Completion
Where a gap exists between signing the APA / SPA and Completion (e.g. for regulatory consents), three approaches exist. (1) No update: disclosures are frozen at the date of the original Letter — Buyer-favoured. (2) Allowed at Completion: the Seller may unilaterally add new disclosures — Seller-favoured. (3) Separate Completion Disclosure Letter: the Seller delivers a fresh letter at Completion, and the Buyer has a short review period with limited remedies (typically termination only for material adverse matters). The UK mid-market default is the third option.
Disclosure vs Tax Deed — A Critical Distinction
A disclosure qualifies a warranty but does NOT qualify the indemnity-style protection under a Tax Deed (or Tax Covenant). This is the most important interaction in UK M&A practice. If a pre-Completion tax liability is disclosed in the Disclosure Letter, the Seller is still liable under the Tax Deed (which is unconditional save for the deed's own carve-outs — provisions in accounts, post-Completion buyer voluntary acts, change of law). The template includes an express acknowledgement of this distinction.
Buyer's Actual Knowledge — Levison v Farin
In Levison v Farin [1978] 2 All ER 1149, the court held that a Buyer's actual knowledge of a fact at signing can prejudice its later warranty claim about that fact. The principle is contested in modern UK M&A — most well-drafted SPAs and APAs include an express clause confirming that the Buyer's knowledge does NOT defeat warranty claims save for matters disclosed in the Disclosure Letter. The template supports both positions: enabling the Levison defence (Seller-favoured) or excluding it (Buyer-favoured market norm).
Frequently Asked Questions
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