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LR 13.1 Preliminary

Application

LR 13.1.1 R

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

2 2

Listed company to ensure circulars comply with chapter

LR 13.1.2 R

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

Incorporation by reference

LR 13.1.3 R

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

    5
  2. (2)

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

LR 13.1.4 R

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

LR 13.1.5 R

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 13.1.6 R

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 13.1.7 G

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 13.1.8 R

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 13.1.9 R

5A supplementary circular must be sent to holders of listedequity 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 13.1.10 G

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

LR 13.2 Approval of circulars

Circulars to be approved

LR 13.2.1 R

A listed company must not circulate or publish any of the following types of circular unless it has been approved by the5FCA:5

5
  1. (1)

    a class 1 circular; or5

  2. (2)

    a related party circular; or5

  3. (3)

    a circular that proposes the purchase by a listed company of its own shares which is required by LR 13.7.1R (2) to include a working capital statement; or5

    [Note: LR 12.4.10 G]

  4. (4)

    a circular that proposes a reconstruction or a refinancing of a listed company which is required by LR 9.5.12 R to include a working capital statement; or5

  5. (5)

    a circular that proposes a cancellation of listing which is required to be sent to shareholders under LR 5.2.5 R (1); or5

  6. (6)

    a circular that proposes a transfer of listing which is required to be sent to shareholders under LR 5.4A.4 R (2).5

Circulars not requiring approval

LR 13.2.2 R

[deleted]5

5
LR 13.2.2A G

[deleted]5

5
LR 13.2.3 R

[deleted]5

Approval procedures

LR 13.2.4 R

The following documents (to the extent applicable) must be lodged with the FCA 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; and4

  3. (3)

    [deleted]4

  4. (4)

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

LR 13.2.5 R

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 13.2.6 R

[deleted]4

2 4
LR 13.2.7 R

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

Approval of circulars

LR 13.2.8 G

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

LR 13.2.9 G

The FCA 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 FCA two copies of all circulars issued (whether or not they require approval) for publication on the document viewing facility.

Sending approved circulars

LR 13.2.10 R

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

LR 13.3 Contents of all circulars

Contents of all circulars

LR 13.3.1 R

Every circular sent by a listed company to holders of its listed securities must:

  1. (1)

    provide a clear and adequate explanation of its subject matter giving due prominence to its essential characteristics, benefits and risks;

  2. (2)

    state why the security holder is being asked to vote or, if no vote is required, why the circular is being sent;

  3. (3)

    if voting or other action is required, contain all information necessary to allow the security holders to make a properly informed decision;

  4. (4)

    if voting or other action is required, contain a heading drawing attention to the document's importance and advising security holders who are in any doubt as to what action to take to consult appropriate independent advisers;

  5. (5)

    if voting is required, contain a recommendation from the Board as to the voting action security holders should take for all resolutions proposed, indicating whether or not the proposal described in the circular is, in the Board's opinion, in the best interests of security holders as a whole;

  6. (6)

    state that if all the securities have been sold or transferred by the addressee the circular and any other relevant documents should be passed to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee;

  7. (7)

    if new securities are being issued in substitution for existing securities, explain what will happen to existing documents of title;

  8. (8)

    not include any reference to a specific date on which listed securities will be marked "ex" any benefit or entitlement which has not been agreed in advance with the RIE on which the company'ssecurities are or are to be traded;

  9. (9)

    if it relates to a transaction in connection with which securities are proposed to be listed, include a statement that application has been or will be made for the securities to be admitted and, if known, a statement of the following matters:

    1. (a)

      the dates on which the securities are expected to be admitted and on which dealings are expected to commence;

    2. (b)

      how the new securities rank for dividend or interest;

    3. (c)

      whether the new securities rank equally with any existing listed securities;

    4. (d)

      the nature of the document of title;

    5. (e)

      the proposed date of issue;

    6. (f)

      the treatment of any fractions;

    7. (g)

      whether or not the security may be held in uncertificated form; and

    8. (h)

      the names of the RIEs on which securities are to be traded;

  10. (10)

    if a person is named in the circular as having advised the listed company or its directors, a statement that the adviser has given and has not withdrawn its written consent to the inclusion of the reference to the adviser's name in the form and context in which it is included; and

  11. (11)

    if the circular relates to cancelling listing, state whether it is the company's intention to apply to cancel the securities'listing.

LR 13.3.2 R

If another rule provides that a circular of a particular type must include specified information, then that information is (unless the contrary intention appears) in addition to the information required under this section.

Pro forma financial information in certain circulars1

LR 13.3.3 R

1If a listed company includes pro forma financial information in a class 1 circular, a related party circular or a circular relating to the purchase by the company of 25% or more its issued equity shares (excluding treasury shares), it must comply with the requirements for pro forma financial information set out in the PD Regulation.

LR 13.4 Class 1 circulars

Class 1 circulars

LR 13.4.1 R

A class 1 circular must also include the following information:

  1. (1)

    the information given in the notification (see LR 10.4.1R);

  2. (2)

    the information required by LR 13 Annex 1;

  3. (3)

    the information required by LR 13.5 (if applicable); and

  4. (4)

    a declaration by the issuer and2 its directors in the following form (with appropriate modifications):

    "The [issuer] and the2 directors of [the issuer2], whose names appear on page [ ], accept responsibility for the information contained in this document. To the best of the knowledge and belief of the [issuer] and the 2directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.";

    2
  5. (5)

    a statement of the effect of the acquisition or disposal on the group's earnings and assets and liabilities; and

  6. (6)

    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 to the effect that the statement or report is included, in the form and context in which it is included, with the person's consent.

LR 13.4.1A G

1The information necessary under LR 13.3.1R (3) includes all the material terms of the class 1 transaction including the consideration.

LR 13.4.2 R

If a class 1 circular contains a modified report3, as described in LR 13.5.25 R, the class 1 circular must set out:

3
  1. (1)

    whether the modification or emphasis-of-matter paragraph3 is significant to shareholders;

  2. (2)

    if the modification or emphasis-of-matter paragraph3 is significant to shareholders, the reason for its significance; and

  3. (3)

    a statement from the directors explaining why they are able to recommend the proposal set out in the class 1 circular notwithstanding the modified report3

    3

Takeover offers

LR 13.4.3 R
  1. (1)

    If a class 1 circular relates to a takeover offer which is recommended by the offeree's board and the listed company has had access to due diligence information on the offeree at the time the class 1 circular is published, the listed company must prepare and publish the working capital statement on the basis that the acquisition has taken place.

  2. (2)

    If a class 1 circular relates to a takeover offer which has not been recommended by the offeree's board or the listed company has not had access to due diligence information on the offeree at the time the class 1 circular is published, then the listed company must comply with paragraphs (3) to (6).

  3. (3)

    The listed company must prepare and publish the working capital statement on the listed company on the basis that the acquisition has not taken place.

    4
  4. (4)

    Other information on the offeree required by LR 13 Annex 1 should be disclosed in the class 1 circular on the basis of information published or made available by the offeree and of which the listed company is aware and is free to disclose.

  5. (5)

    [deleted]4

  6. (6)

    If the takeover offer has been recommended but the listed company does not have access to due diligence information on the offeree, the listed company must disclose in the class 1 circular why access has not been given to that information.

Acquisition or disposal of property

LR 13.4.4 R

If a class 1 transaction relates to:

  1. (1)

    the acquisition or disposal of property; or

  2. (2)

    the acquisition of a property company that is not listed;

the class 1 circular must include a property valuation report.

LR 13.4.5 R

If a listed company makes significant reference to the value of a property in a class 1 circular, the class 1 circular must include a property valuation report.

Acquisition or disposal of mineral resources

LR 13.4.6 R

If a class 1 transaction relates to an acquisition or disposal of mineral resources or rights to mineral resources5 the class 1 circular must include:

  1. (1)

    a mineral expert's report; and

  2. (2)

    a glossary of the technical terms used in the mineral expert's report.

LR 13.4.7 G

The FCA may modify the information requirements in LR 13.4.6 R if it considers that the information set out would not provide significant additional information. In those circumstances the FCA would generally require only the following information, provided it is presented in accordance with reporting standards acceptable to the FCA:3

3
  1. (1)

    details of mineral resources, and where applicable reserves (presented separately) and exploration results or prospects;3

  2. (2)

    anticipated mine life and exploration potential or similar duration of commercial activity in extracting reserves;3

  3. (3)

    an indication of the duration and main terms of any licences or concessions and the legal, economic and environmental conditions for exploring and developing those licences or concessions;3

  4. (4)

    indications of the current and anticipated progress of mineral exploration and/or extraction and processing including a discussion of the accessibility of the deposit; and3

  5. (5)

    an explanation of any exceptional factors that have influenced the matters in (1) to (4).3

Acquisition of a scientific research based company or related assets

LR 13.4.8 R

If a class 1 transaction relates to the acquisition of a scientific research based company or related assets, the class 1 circular must contain an explanation of the transaction's impact on the acquirer's business plan and the information set out in Section 1c of Part III (Scientific research based companies) 1of theESMA Prospectus Recommendations.5

1 3 5

LR 13.5 Financial information in Class 1 Circulars

When financial information must be included in a class 1 circular

LR 13.5.-1 G

2For the purposes of LR 13.5, references to consolidation include both consolidation and proportionate consolidation.

LR 13.5.1 R

Financial information, as set out in this section, must be included by a listed company in a class 1 circular if:

  1. (1)

    the listed company is seeking to acquire an interest in a target which will result in a consolidation of the target's assets and liabilities with those of the listed company; or

  2. (2)

    the listed company is seeking to dispose of an interest in a target which will result in the assets and liabilities which are the subject of the disposal2 no longer being consolidated; or

  3. (3)

    the target ("A") has itself acquired a target ("B") and:

    1. (a)

      A acquired B within the three year reporting period set out in LR 13.5.13R (1) or after the date of the last published accounts; and

    2. (b)

      the acquisition of B, at the date of its acquisition by A, would have been classified as a class 1 acquisition in relation to the listed company at the date of acquisition of A by the listed company.

LR 13.5.2 G

[deleted]2

2
LR 13.5.3 G

[deleted]2

2
LR 13.5.3A R

2When a listed company is acquiring an interest in a target that will be accounted for as an investment, or disposing of an interest in a target that has been accounted for as an investment, and the target'ssecurities that are the subject of the transaction are admitted to an investment exchange that enables intra-day price formation, the class 1 circular should include:

  1. (1)

    the amounts of the dividends or other distributions paid in the last three years; and

  2. (2)

    the price per security and the imputed value of the entire holding being acquired or disposed of at the close of business at the following times:

    1. (a)

      on the last business day of each of the six months prior to the issue of the class 1 circular;

    2. (b)

      on the day prior to the announcement of the transaction; and

    3. (c)

      at the latest practicable date prior to the submission for approval of the class 1 circular.

LR 13.5.3B R

2When a listed company is acquiring or disposing of an interest in a target that was or will be accounted for using the equity method in the listed company's annual consolidated accounts, the class 1 circular should include:

  1. (1)

    for an acquisition,

    1. (a)

      a narrative explanation of the proposed accounting treatment of the target in the issuer's next audited consolidated accounts;

    2. (b)

      a financial information table for the target;

    3. (c)

      a statement that the target financial information has been audited and reported on without modification or a statement addressing LR 13.4.2 R and LR 13.5.25 R with regard to any modifications; and

    4. (d)

      a reconciliation of the financial information and opinion thereon in accordance with LR 13.5.27R (2)(a) or, where applicable, a statement from the directors in accordance with LR 13.5.27R (2)(b);

  2. (2)

    for a disposal, the line entries relating to the target from its last audited consolidated balance sheet and those from its audited consolidated income statement for the last three years together with the equivalent line entries from its interim consolidated balance sheet and interim consolidated income statement, where the issuer has published subsequent interim financial information.

LR 13.5.3C R

2A listed company that is entering into a class 1 transaction which falls within LR 13.5.1 R, LR 13.5.3A R or LR 13.5.3B R but cannot comply with LR 13.5.12 R (inclusion of financial information table) or, for an investment, LR 13.5.3AR (2) (inclusion of price per security and the imputed value of the entire holding), must include an appropriate independent valuation of the target in the class 1 circular.

LR 13.5.3D G

2The FCA may dispense with the requirement for an independent valuation under LR 13.5.3C R if it considers that this would not provide useful information for shareholders, in which case the class 1 circular must include such information as the FCA specifies.

Accounting policies

LR 13.5.4 R
  1. (1)

    A listed company must present all financial information that is disclosed in a class 1 circular in a form that is consistent with the accounting policies adopted in its own latest annual consolidated accounts.

  2. (2)

    The requirement set out in (1) does not apply when financial information is presented in accordance with:2

    2
    1. (a)

      DTR 4.2.6 R, in relation only to financial information for the listed company presented for periods after the end of its last published annual accounts; or2

    2. (b)

      LR 13.3.3 R (in relation to pro forma financial information); or2

    3. (c)

      LR 13.5.27 R or LR 13.5.30 R (in relation to financial information presented for entities that are admitted to trading on a regulated market or admitted to an appropriate multilateral trading facility or overseas investment exchange); or2

    4. (d)

      LR 13.5.30B R (in relation to financial information on disposal entities extracted from financial records from previous years); or2

    5. (e)

      LR 13.5.3A R or LR 13.5.3B R (in relation to targets that are or will be treated as investments or accounted for using the equity method in the listed company's consolidated accounts); or2

    6. (f)

      the accounting policies to be used in the issuer's next financial statements, provided the issuer's last published annual consolidated accounts have been presented on a restated basis consistent with those to be used in its next accounts on or before the date of the class 1 circular.2; or3

    7. (g)

      LR 13.5.32 R (in relation to a profit forecast or a profit estimate).3

LR 13.5.5 G

Accounting policies include accounting standards and accounting disclosures.

Source of information

LR 13.5.6 R

A listed company must cite the source of all financial information that it discloses in a class 1 circular.

LR 13.5.7 G

In complying with LR 13.5.6 R a listed company should:

  1. (1)

    state whether the financial information was extracted from accounts, internal financial accounting records, internal management accounting records, an external or other source;

  2. (2)

    state whether financial information that was extracted from audited accounts was extracted without material adjustment; and

  3. (3)

    indicate which aspects of the financial information relate to:

    1. (a)

      historical financial information;

    2. (b)

      forecast or estimated financial information; or

    3. (c)

      pro forma financial information prepared in accordance with Annex 1 and Annex 2 of the PD Regulation;

    with reference made to where the basis of presentation can be found.

LR 13.5.8 R

If financial information has not been extracted directly from audited accounts, the class 1 circular must:

  1. (1)

    set out the basis and assumptions on which the financial information has been prepared; and

  2. (2)

    include a statement that the financial information is unaudited or not reported on by an accountant.

LR 13.5.9 R

A listed company must provide investors with all necessary information to understand the context and relevance of non-statutory figures, including a reconciliation to statutory equivalents.

Synergy benefits

LR 13.5.9A R

2Where a listed company includes details of estimated synergies or other quantified estimated financial benefits expected to arise from a transaction in a class 1 circular, it must also include in the class 1 circular:

  1. (1)

    the basis for the belief that those synergies or other quantified estimated financial benefits will arise;

  2. (2)

    an analysis and explanation of the constituent elements of the synergies or other quantified estimated financial benefits (including any costs) sufficient to enable the relative importance of those elements to be understood, including an indication of when they will be realised and whether they are expected to be recurring;

  3. (3)

    a base figure for any comparison drawn;

  4. (4)

    a statement that the synergies or other quantified estimated financial benefits are contingent on the class 1 transaction and could not be achieved independently; and

  5. (5)

    a statement that the estimated synergies or other quantified estimated financial benefits reflect both the beneficial elements and relevant costs.

Prominence of information

LR 13.5.10 R

A listed company must give audited historical financial information greater prominence in a class 1 circular than any forecast, estimated, pro forma or non-statutory financial information.

Summary of financial information

LR 13.5.11 R

A listed company that provides a summary of financial information in a class 1 circular must include in the circular a statement that investors should read the whole document and not rely solely on the summarised financial information.

Financial information table

LR 13.5.12 R

A listed company that is required by LR 13.5.1 R or LR 13.5.3BR (1)2 to produce financial information in a class 1 circular must include in the circular a financial information table.

Class 1 acquisitions

LR 13.5.12A R

2 LR 13.5.13 R to LR 13.5.30 R apply only in relation to a class 1 acquisition.

Financial information table: reporting period

LR 13.5.13 R

A financial information table for a class 1 acquisition2 must cover one of the following reporting periods:

  1. (1)

    a period of three years up to the end of the latest financial period for which the target or its parent has prepared audited accounts; or2

  2. (2)

    a lesser period than the period set out in (1) if the target's business has been in existence for less than three years.2

    2

Financial information table: class 1 acquisitions

LR 13.5.14 R

A listed company must include, in a financial information table, financial information that covers:

  1. (1)

    the target; and

  2. (2)

    the target'ssubsidiary undertakings, if any.

LR 13.5.15 R

[deleted]2

2
LR 13.5.16 R

[deleted]2

LR 13.5.17 G
2

[deleted]2

2
LR 13.5.17A R

2If the target has made an acquisition or a series of acquisitions that were made during, or subsequent to, the reporting periods set out in LR 13.5.13 R the listed company must include additional financial information tables so that the financial information presented by the listed company represents at least 75% of the enlarged target for the period from the commencement of the relevant three year reporting period set out in LR 13.5.13R (1) up to the date of the acquisition by the listed company or the last balance sheet date presented by it under LR LR 13.5.13R (1), whichever of the two is earlier.

LR 13.5.17B G

2For the purposes of assessing whether the financial information presented in accordance with LR 13.5.17A R represents at least 75% of the enlarged target the FCA will take into account factors such as the assets, profitability and market capitalisation of the business.

LR 13.5.18 R

A listed company must ensure that a financial information table includes, for each of the periods covered by the table:

  1. (1)

    a balance sheet and its explanatory notes;

  2. (2)

    an income statement and its explanatory notes;

  3. (3)

    a cash flow statement and its explanatory notes;

  4. (4)

    a statement showing either all changes in equity or changes in equity other than those arising from capital transactions with owners and distributions to owners;

  5. (5)

    the accounting policies; and

  6. (6)

    any additional explanatory notes.

LR 13.5.19 R

[deleted]2

LR 13.5.20 G

[deleted]2

2

Financial information table: accountant's opinion

LR 13.5.21 R

Unless LR 13.5.3A R, LR 13.5.3B R or LR 13.5.27 R applies, a financial information table must disclose how the accounting policies used conform with LR 13.5.4 R and be accompanied by an accountant’s opinion as set out in LR 13.5.22 R.2

2
LR 13.5.22 R

An accountant's opinion must set out whether, for the purposes of the class 1 circular, the financial information table gives a true and fair view of the financial matters set out in it.2

2
LR 13.5.23 R

An accountant's opinion must be given by an independent accountant who is qualified to act as an auditor.

LR 13.5.24 G

An accountant will be independent if he or she complies with the standards and guidelines on independence issued by its national accountancy and auditing bodies.

LR 13.5.25 R

If the accountant's opinion required by LR 13.5.21 R is modified or contains an emphasis-of-matter paragraph,2 details of all material matters must be set out in the class 1 circular, including:

2 2
  1. (1)

    all the reasons for the modification or emphasis-of-matter paragraph2; and

  2. (2)

    a quantification of the effects, if both relevant and practicable.

LR 13.5.26 R

If the historical financial information2 of a target that falls within LR 13.5.14 R or LR 13.5.17A R is subject to a modified report2, details of the material matters giving rise to the modification or emphasis-of-matter paragraph2 must be set out in the class 1 circular.

2 2

Acquisitions of publicly traded companies

LR 13.5.27 R
  1. (1)

    LR 13.5.27R (2) applies where the target is:2

    2
    1. (a)

      admitted to trading on a regulated market; or2

    2. (b)

      a company whose securities are either listed on an investment exchange that is not a regulated market or admitted to a multilateral trading facility, where appropriate standards as regards the production, publication and auditing of financial information are in place;2

      2

    and none of the financial information included in the target'sfinancial information table is subject to a modified report, except where a dispensation has been granted under LR 13.5.27C R.2

    2
  2. (2)

    Where LR 13.5.27R (1) or LR 13.5.3BR (1) applies the2listed company must include in the class 1 circular either2:

    22
    1. (a)

      a reconciliation of financial information on the target for all periods covered by the financial information table on the basis of the listed company's accounting policies, accompanied by an accountant's opinion that sets out:2

      222
      1. (i)

        whether the reconciliation of financial information in the financial information table has been properly compiled on the basis stated; and2

      2. (ii)

        whether the adjustments are appropriate for the purpose of presenting the financial information (as adjusted) on a basis consistent in all material respects with the listed company's accounting policies; or2

    2. (b)

      a statement by the directors that no material adjustment needs to be made to the target's financial information to achieve consistency with the listed company's accounting policies.2

      2
LR 13.5.27A G

2The FCA will make its assessment of whether the accounting and other standards applicable to an investment exchange or multilateral trading facility as a result of securities being admitted to trading are appropriate for the purpose of LR 13.5.27R (1)(b) having regard to at least the following matters in relation to the legal and regulatory framework applying to the target by virtue of its admission to that market:

  1. (1)

    the quality of auditing standards compared with International Standards on Auditing;

  2. (2)

    requirements for independence of auditors;

  3. (3)

    the nature and extent of regulation of audit firms;

  4. (4)

    the quality of accounting standards compared with International Financial Reporting Standards;

  5. (5)

    the requirements for the timeliness of publication of financial information;

  6. (6)

    the presence and effectiveness of monitoring of the timely production and publication of the accounts; and

  7. (7)

    the existence and level of external independent scrutiny of the quality of accounts and the disclosures therein.

LR 13.5.27B R

2Where a listed company proposes to rely on LR 13.5.27R (1)(b), its sponsor must submit to the FCA an assessment of the appropriateness of the standards applicable to an investment exchange or multilateral trading facility against the factors set out in LR 13.5.27AG (1) to (7) and any other matters that it considers should be noted. The assessment must be submitted before or at the time the listed company submits the draft class 1 circular.

LR 13.5.27C R

2The FCA may grant a dispensation from LR 13.5.27R (1) to allow the application of LR 13.5.27R (2) where a modified report on the target's financial information has been produced. In such circumstances the FCA will have regard to the factors set out in LR 6.1.3A G.

LR 13.5.28 R
2

[deleted]2

2
LR 13.5.29 G

[deleted]2

2

Half-yearly and quarterly financial information

LR 13.5.30 R

If a class 1 circular includes half-yearly or quarterly or other interim financial information for the target, the financial information should be presented in accordance with LR 13.5.4R (1) and be accompanied by a confirmation from the directors of the consistency of the accounting policies with those of the issuer, except:2

2
  1. (1)

    where LR 13.5.27R (1) applies, the financial information should be presented in accordance with LR 13.5.27R (2) except that no accountant’s opinion is required; or 2

    2
  2. (2)

    where LR 13.5.3B R applies, the financial information should be presented in accordance with LR 13.5.3BR (1)(b) and LR 13.5.3BR (1)(d).2

    2

Class 1 disposals

LR 13.5.30A R

2 LR 13.5.30B R to LR 13.5.30D G apply only in relation to a class 1 disposal.

LR 13.5.30B R
  1. (1)

    2In the case of a class 1 disposal, a financial information table must include for the target:

    1. (a)

      the last annual consolidated balance sheet;

    2. (b)

      the consolidated income statements for the last three years drawn up to at least the level of profit or loss for the period; and

    3. (c)

      the consolidated balance sheet and consolidated income statement (drawn up to at least the level of profit or loss for the period) at the issuer's interim balance sheet date if the issuer has published interim financial statements since the publication of its last annual audited consolidated financial statements.

  2. (2)

    The information in (1) must be extracted without material adjustment from the consolidation schedules that underlie the listed company's audited consolidated accounts or, in the case of (c), the interim financial information, and must be accompanied by a statement to this effect.

  3. (3)

    If the information in (1) is not extracted from the consolidation schedules it must be extracted from the issuer's accounting records and where an allocation is made, the information must be accompanied by:

    1. (a)

      an explanation of the basis for any financial information presented; and

    2. (b)

      a statement by the directors of the listed company that such allocations provide a reasonable basis for the presentation of the financial information for the target to enable shareholders to make a fully informed voting decision.

  4. (4)

    If the target has not been owned by the listed company for the entire reporting period set out in (1)(b), the information required by (1) or (3) may be extracted from the target's accounting records.

LR 13.5.30C R

2Where a change of accounting policies has occurred during the period covered by the financial information table required by LR 13.5.30B R the financial information must be presented on the basis of both the original and amended accounting policies for the year prior to that in which the new accounting policy is adopted unless the change did not require a restatement of the comparative. Therefore the financial information table should have four columns (or more where changes have occurred in more than one year).

LR 13.5.30D G

2The FCA may modify LR 13.5.30BR (1)(b) and (c) where it is not possible for the listed company to provide a meaningful allocation of its costs in the target's audited consolidated income statements. The class 1 circular should contain a statement to this effect where this modification has been granted. The FCA would not normally expect to grant such modifications except in respect of non-operating costs such as finance costs and tax.

Pro forma financial information1

LR 13.5.31 G

1 LR 13.3.3 R sets out requirements for pro forma information in a class 1 circular.

Profit forecasts and profit estimates

LR 13.5.32 R

If a listed company includes a profit forecast or a profit estimate in a class 1 circular it must:

  1. (1)

    comply with the requirements for a profit forecast or profit estimate set out in Annex 1 of the PD Regulation except that a listed company does not need to include a report on the forecast or estimate from an accountant in the class 1 circular; and

  2. (2)

    include a statement confirming that the profit forecast or profit estimate has been properly compiled on the basis of assumptions stated and that the basis of accounting is consistent with the accounting policies of the listed company.

LR 13.5.33 R

If, prior to the class 1 transaction, a profit forecast or profit estimate was published that:

  1. (1)

    relates to any of the listed company, a significant part of the listed company group, the target or a significant part of the target; and2

    2
  2. (2)

    relates to financial information including the period of the forecast which has yet to be published at the date of the class 1 circular;2

    2

the listed company must either:2

2
  1. (3)

    include that profit forecast or profit estimate in the class 1 circular and comply with LR 13.5.32 R; or

  2. (4)

    include the profit forecast or profit estimate in the class 1 circular together with an explanation of why the profit forecast or profit estimate is no longer valid and why reassessment of the profit forecast or profit estimate in the class 1 circular is not necessary for the listed company to comply fully with LR 13.3.1R (3).

LR 13.5.33A G

2For the purposes of LR 13.5.33 R, the fact that the profit forecast or profit estimate was prepared for a reason other than the class 1 circular does not itself indicate invalidity.

LR 13.5.33B G

2For the purposes of LR 13.5.33R (1) a significant part of the listed company or target is any part that represents over 75% of the listed company's group or the target respectively. For these purposes the FCA will take into account factors such as the assets, profitability and market capitalisation of the business.

LR 13.5.34 G

A listed company should consider LR 9.2.18 R regarding information that must be published after a class 1 transaction.

LR 13.5.35 G

[deleted]2

2
LR 13.5.36 R

[deleted]2

LR 13.6 Related party circulars

Related party circulars

LR 13.6.1 R

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 subsidiaryundertaking) 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 13.6.2 R

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 13.6.3 G

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 13.6.4 G

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

LR 13.7 Circulars about purchase of own equity shares3

Purchase of own equity shares3

LR 13.7.1 R
  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 13.7.1A G

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 13.7.2 G

2 LR 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).

LR 13.8 Other circulars

Authority to allot shares

LR 13.8.1 R

A circular relating to a resolution proposing to grant the directors' authority to allot shares or other securities pursuant to section 551 (Power of directors to allot shares etc: authorisation by company) of the Companies Act 20066 must include:

  1. (1)

    a statement of the maximum amount of shares or other securities6 which the directors will have authority to allot and the percentage which that amount represents of the total ordinary share capital in issue (excluding treasury shares) as at the latest practicable date before publication of the circular;

    6
  2. (2)

    a statement of the number of treasury shares held by the company as at the date of the circular and the percentage which that amount represents of the total ordinary share capital in issue (excluding treasury shares) as at the latest practicable date before publication of the circular;

  3. (3)

    a statement by the directors as to whether they have any present intention of exercising the authority, and if so for what purpose; and

  4. (4)

    a statement as to when the authority will lapse.

Disapplying pre-emption rights

LR 13.8.2 R

A circular relating to a resolution proposing to disapply pre-emption rights provided by LR 9.3.11 R must include:

7 7 1 2 3 7 7 2 3 7 7
  1. (1)

    a statement of the maximum amount of equity securities which the disapplication will cover; and

  2. (2)

    if there is a general disapplication for equity securities for cash made otherwise than to existing shareholders in proportion to their existing holdings, the percentage which the amount generally disapplied represents of the total equity5 share capital in issue as at the latest practicable date before publication of the circular.

    5
4
LR 13.8.3 R

[deleted]4

Reduction of capital

LR 13.8.4 R

A circular relating to a resolution proposing to reduce the company's capital, other than a reduction of capital pursuant to section 626 of the Companies Act 2006 (Reduction of capital in connection with redenomination),4 must include a statement of the reasons for, and the effects of, the proposal.

Capitalisation or bonus issue

LR 13.8.5 R
  1. (1)

    A circular relating to a resolution proposing a capitalisation or bonus issue must include:

    1. (a)

      the reason for the issue;

    2. (b)

      a statement of the last date on which transfers were or will be accepted for registration to participate in the issue;

    3. (c)

      details of the proportional entitlement; and

    4. (d)

      a description of the nature and amount of reserves which are to be capitalised.

  2. (2)

    Any timetable set out in the circular must have been approved by the RIE on which the company'sequity securities are traded.

Scrip dividend alternative

LR 13.8.6 R
  1. (1)

    A circular containing an offer to shareholders of the right to elect to receive shares instead of all or part of a cash dividend must include:

    1. (a)

      a statement of the total number of shares that would be issued if all eligible shareholders were to elect to receive shares for their entire shareholdings, and the percentage which that number represents of the equity shares (excluding treasury shares) in issue at the date of the circular;

    2. (b)

      in a prominent position, details of the equivalent cash dividend foregone to obtain each share or the basis of the calculation of the number of shares to be offered instead of cash;

    3. (c)

      a statement of the total cash dividend payable and applicable tax credit on the basis that no elections for the scrip dividend alternative are received;

    4. (d)

      a statement of the date for ascertaining the share price used as a basis for calculating the allocation of shares;

    5. (e)

      details of the proportional entitlement;

    6. (f)

      details of what is to happen to fractional entitlements;

    7. (g)

      the record date; and

    8. (h)

      a form of election relating to the scrip dividend alternative which:

      1. (i)

        is worded so as to ensure that shareholders must elect positively in order to receive shares instead of cash; and

      2. (ii)

        includes a statement that the right is non-transferable.

  2. (2)

    Any timetable set out in the circular must have been approved by the RIE on which the company'sequitysecurities are traded.

Scrip dividend mandate schemes/dividend reinvestment plans

LR 13.8.7 R
  1. (1)

    A circular relating to any proposal where shareholders are entitled to complete a mandate in order to receive shares instead of future cash dividends must include:

    1. (a)

      the information in LR 13.8.6R (1)(d) and (f)1;

      1
    2. (b)

      the basis of the calculation of the number of shares to be offered instead of cash;

    3. (c)

      a statement of last date for lodging notice of participation or cancellation in order for that instruction to be valid for the next dividend;

    4. (d)

      details of when adjustment to the number of shares subject to the mandate will take place;

    5. (e)

      details of when cancellation of a mandate instruction will take place;

    6. (f)

      a statement of whether or not the mandate instruction must be in respect of a shareholder's entire holding;

    7. (g)

      the procedure for notifying shareholders of the details of each scrip dividend; and

    8. (h)

      a statement of the circumstances, if known, under which the directors may decide not to offer a scrip alternative in respect of any dividend.

  2. (2)

    The timetable in the circular for each scrip alternative covered by a scrip dividend mandate plan must have been approved by the RIE on which the company'sequity shares5are traded.

Notices of meetings

LR 13.8.8 R
  1. (1)

    When holders of listedequity shares5are sent a notice of meeting which includes any business, other than ordinary business at an annual general meeting, an explanatory circular must accompany the notice. If the other business is to be considered at or on the same day as an annual general meeting, the explanation may be incorporated in the directors' report.

  2. (2)

    [deleted]9

    9
  3. (3)

    A circular or other document convening an annual general meeting where only ordinary business is proposed does not need to comply with LR 13.3.1R (4), (5) and (6)1.

    1
LR 13.8.9 G

A circular or other document convening an annual general meeting where special business is proposed will need to comply with all of LR 13.3.1 R (including paragraphs (4), (5) and (6) 1in respect of special business).

1

Amendments to constitution

LR 13.8.10 R

A circular to shareholders about proposed amendments to the constitution must include:

  1. (1)

    an explanation of the effect of the proposed amendments; and

  2. (2)

    either the full terms of the proposed amendments, or a statement that the full terms will be available for inspection:

    1. (a)

      from the date of sending the circular until the close of the relevant general meeting at a place in or near the City of London or such other place as the FCA may determine; and

    2. (b)

      at the place of the general meeting for at least 15 minutes before and during the meeting.

Employees' share scheme etc

LR 13.8.11 R

A circular to shareholders about the approval of an employee'sshare scheme or long-term incentive scheme must:

  1. (1)

    include either the full text of the scheme or a description of its principal terms;

  2. (2)

    include, if directors of the listed company are trustees of the scheme, or have a direct or indirect interest in the trustees, details of the trusteeship or interest;

  3. (3)

    state that the provisions (if any) relating to:

    1. (a)

      the persons to whom, or for whom, securities, cash or other benefits are provided under the scheme (the "participants");

    2. (b)

      limitations on the number or amount of the securities, cash or other benefits subject to the scheme;

    3. (c)

      the maximum entitlement for any one participant; and

    4. (d)

      the basis for determining a participant's entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital;

    cannot be altered to the advantage of participants without the prior approval of shareholders in general meeting (except for minor amendments to benefit the administration of the scheme, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the scheme or for the company operating the scheme or for members of its group);

  4. (4)

    state whether benefits under the scheme will be pensionable and, if so, the reasons for this; and

  5. (5)

    if the scheme is not circulated to shareholders, include a statement that it will be available for inspection:

    1. (a)

      from the date of sending the circular until the close of the relevant general meeting at a place in or near the City of London or such other place the FCA may determine; and

    2. (b)

      at the place of the general meeting for at least 15 minutes before and during the meeting.

LR 13.8.12 R

The resolution contained in the notice of meeting accompanying the circular must refer either to:

  1. (1)

    the scheme itself (if circulated to shareholders); or

  2. (2)

    the summary of its principal terms included in the circular.

LR 13.8.13 R

The resolution approving the adoption of an employees' share scheme or long-term incentive scheme may authorise the directors to establish further schemes based on any scheme which has previously been approved by shareholders but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further schemes are treated as counting against any limits on individual or overall participation in the main scheme.

Amendments to employees' share scheme etc

LR 13.8.14 R

A circular to shareholders about proposed amendments to an employees' share scheme or a long-term incentive scheme must include:

  1. (1)

    an explanation of the effect of the proposed amendments; and

  2. (2)

    the full terms of the proposed amendments, or a statement that the full text of the scheme as amended will be available for inspection.

Discounted option arrangements

LR 13.8.15 R

If shareholders' approval is required by LR 9.4.4 R, the circular to shareholders must include the following information:

  1. (1)

    details of the persons to whom the options, warrants or rights are to be granted; and

  2. (2)

    a summary of the principal terms of the options, warrants or rights.

Reminders of conversion rights

LR 13.8.16 R
  1. (1)

    A circular to holders of listed securities convertible into shares reminding them of the times when conversion rights are exercisable must include:

    1. (a)

      the date of the last day for lodging conversion forms and the date of the expected sending of the certificates;

    2. (b)

      a statement of the market values for the securities on the first dealing day in each of the six months before the date of the circular and on the latest practicable date before sending the circular;

    3. (c)

      the basis of conversion in the form of a table setting out capital and income comparisons;

    4. (d)

      a brief explanation of the tax implications of conversion for holders resident for tax purposes in the United Kingdom;

    5. (e)

      if there is a trustee, or other representative, of the securities holders to be redeemed, a statement that the trustee, or other representative, has given its consent to the issue of the circular or stated that it has no objection to the resolution being put to a meeting of the securities holders;

    6. (f)

      reference to future opportunities to convert and whether the terms of conversion will be the same as or will differ from those available at present, or, if there are no such opportunities, disclosure of that fact;

    7. (g)

      reference to letters of indemnity, for example, if certificates have been lost;

    8. (h)

      if power exists to allot shares issued on conversion to another person, reference to forms of nomination; and

    9. (i)

      a statement as to whether holders exercising their rights of conversion will retain the next interest payment due on the securities.

  2. (2)

    The circular must not contain specific advice as to whether or not to convert the securities.

8Election of independent directors

LR 13.8.17 R

8Where a listed company has a controlling shareholder, a circular to shareholders relating to the election or re-election of an independent director must include:

  1. (1)

    details of any existing or previous relationship, transaction or arrangement the proposed independent director has or had with the listed company, its directors, any controlling shareholder or any associate of a controlling shareholder or a confirmation that there have been no such relationships, transactions or arrangements; and

  2. (2)

    a description of:

    1. (a)

      why the listed company considers the proposed independent director will be an effective director;

    2. (b)

      how the listed company has determined that the proposed director is an independent director; and

    3. (c)

      the process followed by the listed company for the selection of the proposed independent director.

LR 13.8.18 R

8In relation to a listed company which did not previously have a controlling shareholder, LR 13.8.17 R does not apply to a circular sent to shareholders within a period of 3 months from the event that resulted in a person becoming a controlling shareholder of the listed company.

LR 13 Annex 1 Class 1 circulars

R

The following table identifies (by reference to certain paragraphs of Annex 1 and Annex 3 of the PD Regulation) the additional information required to be included in a class 1 circular relating to the listed company and the undertaking the subject of the transaction.

Information

Listed Company

Undertaking the subject of the transaction

Annex 1 item 4 – Risk factors

*

*

Annex 1 item 5.1.1 – Company name

*

Annex 1 item 5.1.4 – Company address

*

Annex 1 item 12 – Trend information

*

*

Annex 1 item 16.2 – Service contracts

*

Annex 1 item 17.2 – Director's interests in shares

*

Annex 1 item 18.1 – Major interests in shares

*

Annex 1 item 19 – Related party transactions

*

Annex 1 item 20.8 – Litigation

*

*

Annex 1 item 20.9 – Significant changes

*

*

Annex 1 item 22 – Material contracts

*

*

Annex 1 item 24 – Documents on display

*

Annex 3 item 3.1 – Working capital

*

*

LR 13 Annex 1.1

1

The information required by this Annex must be presented as follows:

(1)

the information required by Annex 1 item 22 (material contracts), Annex 1 item 20.8 (litigation) and Annex 1 item 20.9 (significant change)

(a)

for an acquisition, in separate statements for the listed company and its subsidiary undertakings and for the undertaking, business or assets to be acquired; or

(b)

for a disposal, in separate statements for the listed company and its subsidiary undertakings (on the basis that the disposal has taken place), and for the undertaking, business or assets to be disposed of;

(2)

the information required by Annex 3 item 3.1 (working capital) and, if relevant Annex 1 item 12 (trend information):

(a)

in the case of an acquisition, in a single statement for the listedcompany and its subsidiary undertakings (on the basis that the acquisition has taken place); or

(b)

in the case of a disposal, in a single statement for the listed company and its subsidiary undertakings (on the basis that the disposal has taken place).

2

In determining what information is required to be included by virtue of Annex 1 item 22 (material contracts) if a prospectus or listing particulars are not required, regard should be had to whether information about that provision is information which securities holders of the issuer would reasonably require for the purpose of making a properly informed assessment about the way in which to exercise the voting rights attached to their securities or the way in which to take any other action required of them related to the subject matter of the circular.

3

The information required by this Annex is modified as follows:

(1)

if the listed company is issuing shares for which listing is sought, the information regarding major interests in shares (Annex 1 item 18.1) and directors' interests in shares (Annex 1 item 17.2) must be given for the share capital both as existing and as enlarged by the shares for which listing is sought;

(2)

information required by Annex 1 item 19 (related party transactions) and Annex 1 item 16.2 (directors' service contracts) does not need to 2be given if it has already been published before the circular is sent;

2 3

(3)

information referred to in Annex 3 item 3.1 (Working capital) is not required to be included in a class 1 circular published by a closed-ended investment fund;31

1 3

(4)

3information required by Annex 1 item 4 should be provided only in respect of those risk factors which:

(a)

are material risk factors to the proposed transaction;

(b)

will be material new risk factors to the group as a result of the proposed transaction; or

(c)

are existing material risk factors to the group which will be impacted by the proposed transaction; and

(5)

3information required by Annex 1 item 24 must include a copy of the Sale and Purchase Agreement (or equivalent document) if applicable.