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LR 13.2 Approval of circulars

Circulars to be approved

LR 13.2.1RRP

A listed company must not circulate or publish a circular unless it has been approved by the FSA.

Circulars not requiring approval

LR 13.2.2R

A circular does not need to be approved under LR 13.2.1 R if:

  1. (1)

    it is of a type referred to in LR 13.8,3 or only relates to a proposed change of name, or is an information-only circular which does not relate to a shareholder vote, other than of a type referred to in LR 13.4.3R (3);3

  2. (2)

    it complies with LR 13.3 and also, if it is a circular referred to in LR 13.8, any relevant requirements in that section; and

  3. (3)

    neither it, nor the transaction or matter to which it relates, has unusual features.

LR 13.2.2AG

3The FSA may agree to waive the requirement for approval of a circular in circumstances other than those set out in LR 13.2.2 R.

When circulars about purchase of own equity sharesneed approval1

LR 13.2.3R
  1. (1)

    A circular relating to a resolution to give a listed company authority to purchase its own equity shares 1must be approved by the FSA under LR 13.2.1 R if:

    1. (a)

      the purchase by the company of its own equity shares1 is to be made from a related party (whether directly or through intermediaries); or

    2. (b)

      the exercise in full of the authority sought would result in the purchase of 25% or more of the company's issued equity shares (excluding treasury shares).

  2. (2)

    A circular referred to in paragraph (1)(a) does not need to be approved if:

    1. (a)

      a tender is made to all holders of the class of securities on the same terms; or

    2. (b)

      for a market purchase under a general authority granted by shareholders, it is made without prior understanding, arrangement or agreement between the company and any related party.

Approval procedures

LR 13.2.4RRP

The following documents (to the extent applicable) must be lodged with the FSA in final form before it will approve a circular:

  1. (1)

    a Sponsors Declaration for the Production of a Circular completed by the sponsor;

  2. (2)

    for a class 1 circular or related party circular, a letter setting out any items of information required by this chapter that are not applicable in that particular case;

  3. (3)

    the sponsor's Conflicts Declaration2; and

  4. (4)

    any other document that the FSA has sought in advance from the listed company or its sponsor.

LR 13.2.5RRP

Two copies of the following documents in draft form must be submitted at least 10 clear business days before the date on which it is intended to publish the circular:

  1. (1)

    the circular; and

  2. (2)

    the letters and documents referred to in LR 13.2.4R (1) and (2).

LR 13.2.6R

The sponsor's Conflicts Declaration2in final form must be submitted at least 10 clear business days before the date on which it is intended to publish the circular.

LR 13.2.7RRP

If a circular submitted for approval is amended, two copies of amended drafts must be resubmitted, marked to show changes made to conform with FSA comments and to indicate other changes.

Approval of circulars

LR 13.2.8GRP

The FSA will approve a circular if it is satisfied that the requirements of this chapter are satisfied.

LR 13.2.9GRP

The FSA will only approve a circular between 9a.m. and 5.30p.m. on a business day (unless alternative arrangements are made in advance).

Note: LR 9.6.1 R requires a company to forward to the FSA two copies of all circulars issued (whether or not they require approval) for publication on the document viewing facility.

Sending approved circulars

LR 13.2.10RRP

3A listed company must send a circular to holders of its listed equity shares as soon as practicable after it has been approved.