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LR 7.2 The Listing and Premium Listing Principles3

LR 7.2.1RRP

The Listing Principles are as follows:

Listing3 Principle 1

A listed company must take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations.3

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Listing3 Principle 2

A listed company must deal with the FCA in an open and co-operative manner.3

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Principle 3

[deleted]3

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Principle 4

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Principle 5

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Principle 6

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LR 7.2.1ARRP

3The Premium Listing Principles are as follows:

Premium Listing Principle 1

A listed company must take reasonable steps to enable its directors to understand their responsibilities and obligations as directors.

Premium Listing Principle 2

A listed company must act with integrity towards the holders and potential holders of its premium listed securities5.

Premium Listing Principle 3

All equity shares in a class that has been admitted to premium listing must carry an equal number of votes on any shareholder vote. In respect of certificates representing shares that have been admitted to premium listing, all the equity shares of the class which the certificates represent must carry an equal number of votes on any shareholder vote.5

Premium Listing Principle 4

Where a listed company has more than one class of securities admitted5 to premium listing, the aggregate voting rights of the securities5 in each class should be broadly proportionate to the relative interests of those classes in the equity of the listed company.

Premium Listing Principle 5

A listed company must ensure that it treats all holders of the same class of its premium listed securities and its5 listed equity shares that are in the same position equally in respect of the rights attaching to those premium listed securities and5 listed equity shares.

Premium Listing Principle 6

A listed company must communicate information to holders and potential holders of its premium listed securities and its5 listed equity shares in such a way as to avoid the creation or continuation6 of a false market in those premium listed securities and5 listed equity shares.

Guidance on the Listing and Premium Listing Principles3

LR 7.2.2GRP

Listing Principle 13 is intended to ensure that listed companies have adequate procedures, systems and controls to enable them to comply with their obligations under the listing rules, disclosure requirements4, transparency rules and corporate governance rules.3 In particular, the FCA considers that listed companies should place particular emphasis on ensuring that they have adequate procedures, systems and controls in relation to, where applicable:3

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  1. (1)

    identifying whether any obligations arise under LR 10 (Significant transactions) and LR 11 (Related party transactions); and

  2. (2)

    the timely and accurate disclosure of information to the market.

LR 7.2.3GRP

Timely and accurate disclosure of information to the market is a key obligation of listed companies. For the purposes of Listing Principle 13, a listed company should have adequate systems and controls to be able to:

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  1. (1)

    ensure that it can properly identify information which requires disclosure under the listing rules, disclosure requirements4, transparency rules or corporate governance rules3 in a timely manner; and

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  2. (2)

    ensure that any information identified under (1) is properly considered by the directors and that such a consideration encompasses whether the information should be disclosed.

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LR 7.2.4GRP

3In assessing whether the voting rights attaching to different classes of premium listed securities5 are proportionate for the purposes of Premium Listing Principle 4, the FCA will have regard to the following non-exhaustive list of factors:

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  1. (1)

    the extent to which the rights of the classes differ other than their voting rights, for example with regard to dividend rights or entitlement to any surplus capital on winding up;

  2. (2)

    the extent of dispersion and relative liquidity of the classes; and/or

  3. (3)

    the commercial rationale for the difference in the rights.