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LR 13.1 Preliminary

Application

LR 13.1.1R

1This chapter applies to a company that has a premium listing2.

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Listed company to ensure circulars comply with chapter

LR 13.1.2R

A listed company must ensure that circulars it issues to holders of its listed equity shares3 comply with the requirements of this chapter.

Incorporation by reference

LR 13.1.3R

Information may be incorporated in a circular issued by a listed company5 by reference to relevant information contained in:

  1. (1)

    an approved prospectus or listing particulars of that listed company; or5

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  2. (2)

    any other published document of that listed company5 that has been filed with the FCA.

LR 13.1.4R

Information incorporated by reference must be the latest available to the listed company.

LR 13.1.5R

Information required by LR 13.3.1R (1) (2)must not be incorporated in the circular by reference to information contained in another document.

LR 13.1.6R

When information is incorporated by reference, a cross reference list must be provided in the circular to enable security holders to identify easily specific items of information. The cross reference list must specify where the information can be accessed by security holders.

Omission of information

LR 13.1.7G

4The FCA may authorise the omission of information required by LR 13.3 to LR 13.6, LR 13.8 and LR 13 Annex 1, if it considers that disclosure of that information would be contrary to the public interest or seriously detrimental to the listed company, provided that that omission would not be likely to mislead the public with regard to facts and circumstances, knowledge of which is essential for the assessment of the matter covered by the circular.

LR 13.1.8R

4A request to the FCA to authorise the omission of specific information in a particular case must:

  1. (1)

    be made in writing by the listed company;

  2. (2)

    identify the specific information concerned and the specific reasons for the omission; and

  3. (3)

    state why in the listed company's opinion one or more grounds in LR 13.1.7 G apply.

Sending information to holders of listed equity shares

LR 13.1.9R

5A supplementary circular must be sent to holders of listed equity shares no later than 7 days prior to the date of a meeting at which a vote which is expressly required under the listing rules will be taken.

LR 13.1.10G

5It may be necessary for a convened shareholder meeting to be adjourned to comply with LR 13.1.9 R.