LR 10.5 Class 1 requirements
Notification and shareholder approval
A listed company must, in relation to a class 1 transaction:
- (1)
comply with the requirements of LR 10.4 (Class 2 requirements) for the transaction;
- (2)
send an explanatory circular to its shareholders and obtain their prior approval in a general meeting for the transaction; and
- (3)
ensure that any agreement effecting the transaction is conditional on that approval being obtained.
Note: LR 13 sets out requirements for the content and approval of class 1 circulars.
Material change to terms of transaction1
1If, after obtaining shareholder approval but 2before the completion of a class 1 transaction or a reverse takeover, there is a material change to the terms of the transaction, the listed company must comply again separately with LR 10.5.1 R in relation to the transaction.
2Supplementary circulars
- (1)
2If a listed company becomes aware of a matter described in (2) after the publication of a circular that seeks shareholder approval for a transaction expressly requiring a vote by the listing rules, but before the date of a general meeting, it must, as soon as practicable:
- (a)
advise the FCA of the matters of which it has become aware; and
- (b)
send a supplementary circular to holders of its listed equity shares providing an explanation of the matters referred to in (2).
- (a)
- (2)
The matters referred to in (1) are
- (a)
a material change affecting any matter the listed company is required to have disclosed in a circular; or
- (b)
a material new matter which the listed company would have been required to disclose in the circular if it had arisen at the time of its publication.
- (a)
- (3)
The listed company must have regard to LR 13.3.1R (3) when considering the materiality of any change or new matter under LR 10.5.4R (2).
2LR 13 applies in relation to a supplementary circular. It may be necessary to adjourn a convened shareholder meeting if a supplementary circular cannot be sent to holders of listed equity shares at least 7 days prior to the convened shareholder meeting as required by LR 13.1.9 R.