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LR 13.7 Circulars about purchase of own equity shares3

Purchase of own equity shares3

LR 13.7.1R
  1. (1)

    A circular relating to a resolution proposing to give the company authority to purchase its own equity securities must also include:

    1. (a)

      if the authority sought is a general one, a statement of the directors' intentions about using the authority;

    2. (b)

      if known, the method by which the company intends to acquire its equity shares and the number to be acquired in that way;

    3. (c)

      a statement of whether the company intends to cancel the equity shares or hold them in treasury;

    4. (d)

      if the authority sought related to a proposal to purchase from specific parties, a statement of the names of the persons from whom equity shares are to be acquired together with all material terms of the proposal;

    5. (e)

      details about the price, or the maximum and minimum price, to be paid;

      4
    6. (f)

      the total number of warrants and options to subscribe for equity shares that are outstanding at the latest practicable date before the circular is published and both the proportion of issued share capital (excluding treasury shares) that they represent at that time and will represent if the full authority to buyback shares (existing and being sought) is used; and4

      4
    7. (g)

      where LR 12.4.2A R applies, an explanation of the potential impact of the proposed share buyback, including whether control of the listed company may be concentrated following the proposed transaction.4

  2. (2)

    If 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) the circular must also include the following information referred to in the PD Regulation2:

    2
    1. (a)

      Annex 1 item 4 – Risk factors;

    2. (b)

      Annex 1 item 12 – Trend information;

    3. (c)

      Annex 1 item 17.2 – Director's interests in shares;

    4. (d)

      Annex 1 item 18.1 – Major interests in shares;

    5. (e)

      Annex 1 item 20.9 – Significant changes;

    6. (f)

      Annex 3 item 3.1 – Working capital (this must be based on the assumption that the authority sought will be used in full at the maximum price allowed and this assumption must be stated). This information is not required to be included in a circular issued by a closed-ended investment fund.1

LR 13.7.1AG

4In considering whether an explanation given in a circular satisfies the requirement in LR 13.7.1R (1)(g), the FCA would expect the following information to be included in the explanation:

  1. (1)

    the shareholdings of substantial shareholders in the listed company before and after the proposed transaction; and

  2. (2)

    the shareholdings of a holder of equity shares who may become a substantial shareholder in the listed company as a result of the proposed transaction.

Pro forma financial information2

LR 13.7.2G

2LR 13.3.3 R sets out requirements for pro forma information in a circular relating to the purchase by the company of 25% or more of the company's issued equity shares (excluding treasury shares).