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LR 13.6 Related party circulars

Related party circulars

LR 13.6.1R

A related party circular must also include:

  1. (1)

    in all cases the following information referred to in the PD Regulation relating to the company:

    Paragraph of Annex 1 of the PD Regulation;

    1. (a)

      Annex 1 item 5.1.1 – Issuer name;

    2. (b)

      Annex 1 item 5.1.4 – Issuer address;

    3. (c)

      Annex 1 item 18.1 – Major shareholders;

    4. (d)

      Annex 1 item 20.9 – Significant changes;

    5. (e)

      Annex 1 item 22 – Material contracts (if it is information which shareholders of the company would reasonably require to make a properly informed assessment of how to vote);

    6. (f)

      Annex 1 item 24 – Documents on display;

  2. (2)

    for a transaction or arrangement where the related party is (or was within the 12 months before the transaction or arrangement), a director or shadow director, or an associate of a director or shadow director, of the company (or of any other company which is its subsidiary undertaking or parent undertaking or a fellow subsidiary undertaking) the following information referred to in the PD Regulation relating to that director:

    Paragraph of Annex 1 of the PD Regulation:

    1. (a)

      Annex 1 item 16.2 – Service contracts;

    2. (b)

      Annex 1 item 17.2 – Directors' interests in shares;

    3. (c)

      Annex 1 item 19 – Related party transactions;

  3. (3)

    full particulars of the transaction or arrangement, including the name of the related party concerned and of the nature and extent of the interest of the party in the transaction or arrangement and also a statement that the reason the security holder is being asked to vote on the transaction or arrangement is because it is with a related party;

  4. (4)

    for an acquisition or disposal of an asset where any percentage ratio is 25% or more and for which appropriate financial information is not available, an independent valuation;

  5. (5)

    a statement by the board that the transaction or arrangement is fair and reasonable as far as the security holders of the company are concerned and that the directors have been so advised by a sponsor;3

    3
  6. (6)

    if applicable, a statement that the related party will not vote on the relevant resolution, and that the related party has undertaken to take all reasonable steps to ensure that its associates will not vote on the relevant resolution, at the meeting;

  7. (7)

    [deleted]2

    2
  8. (8)

    if LR 11.1.11 R (Aggregation of transactions) applies, details of each of the transactions or arrangements being aggregated; and

  9. (9)

    if a statement or report attributed to a person as an expert is included in a circular (other than a statement or report incorporated by reference from a prospectus or listing particulars), a statement that it is included, in the form and context in which it is included, with the consent of that person.

LR 13.6.2R

For the purposes of the statement by the board referred to in LR 13.6.1R (5):

  1. (1)

    any director who is, or an associate of whom is, the related party, or who is a director of the related party should not have taken part in the board's consideration of the matter; and

  2. (2)

    the statement should specify that such persons have not taken part in the board's consideration of the matter.

LR 13.6.3G

For the purpose of advising the directors under LR 13.6.1R (5), a sponsor3 may take into account but not rely on commercial assessments of the directors.

3

Pro forma financial information1

LR 13.6.4G

1LR 13.3.3 R sets out requirements for pro forma information in related party circulars.