Content Options

Content Options

View Options

LR 9.1 Preliminary

Application5

LR 9.1.1 R RP

1This chapter applies to a5company that has a premium listing4 of equity shares.5

5 4
5
LR 9.1.2 R

[deleted]5

4 5
LR 9.1.2A G

[deleted]5

5 2
5
LR 9.1.3 R

[deleted]5

4 5
LR 9.1.4 R

[deleted]5

4 5

LR 9.2 Requirements with continuing application

Admission to trading

LR 9.2.1 R RP

A listed company must comply with LR 2.2.3 R at all times.

LR 9.2.2 R RP

A listed company must inform the FSA in writing as soon as possible if it has:

  1. (1)

    requested a RIE to admit or re-admit any of its listedequity shares5 to trading; or

    5
  2. (2)

    requested a RIE to cancel or suspend trading of any of its listedequity shares;5 or

  3. (3)

    been informed by a RIE that trading of any of its listedequity shares5 will be cancelled or suspended.

    5

Control of assets and independent business2

LR 9.2.2A R RP

Settlement arrangements

LR 9.2.3 R

A listed company must comply with LR 6.1.23 R at all times.

1
LR 9.2.4 R

[deleted]1

1

Compliance with the disclosure rules and transparency rules1

LR 9.2.5 G RP

A listed company, whose equity shares5 are admitted to trading on a regulated market in the United Kingdom, should consider its obligations under DTR 2 (Disclosure and control of inside information by issuers).1

5
LR 9.2.6 R RP

A listed company that is not already required to comply with DTR 2 (Disclosure and control of inside information by issuers) must comply with DTR 2 as if it were an issuer for the purposes of the disclosure rules and transparency rules.1

LR 9.2.6A G RP

1A listed company, whose equity shares5are admitted to trading on a regulated market, should consider its obligations under DTR 4 (Periodic financial reporting), DTR 5 (Vote holder and issuer notification rules),4DTR 6 (Access to information) and DTR 7 (Corporate governance).4

5 4
LR 9.2.6B R RP

1A listed company that is not already required to comply with the transparency rules (or with corresponding requirements imposed by another EEA Member State) must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules.

Compliance with the Model Code

LR 9.2.7 R

No dealings in any securities may be effected by or on behalf of a listed company or any other member in its group at a time when, under the provisions of the Model Code, a director of the company would be prohibited from dealing in its securities, unless such dealings are entered into:

  1. (1)

    in the ordinary course of business by a securities dealing business; or

  2. (2)

    on behalf of third parties by the company or any other member of its group.

LR 9.2.8 R

A listed company must requireevery person discharging managerial responsibilities, including directors to comply with the Model Code and to take all proper and reasonable steps to secure their compliance.2

2
LR 9.2.9 G

A listed company may impose more rigorous dealing obligations than those required by the Model Code.

LR 9.2.10 R

Where clearance is given to a person to deal in exceptional circumstances (pursuant to paragraph 9 of the Model Code) in a close period, the notification to a RIS required by DTR 3.1.4 R must also include a statement of the exceptional circumstances.

Contact details

LR 9.2.11 R RP

A listed company must ensure that the FSA is provided with up to date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FSA in relation to the company's compliance with the listing rules and the disclosure rules and transparency rules.

LR 9.2.12 G RP

The contact person referred to in LR 9.2.11 R will be expected to be:

  1. (1)

    knowledgeable about the listed company and the listing rules applicable to it;

  2. (2)

    capable of ensuring that appropriate action is taken on a timely basis; and

  3. (3)

    contactable on business days between the hours of 7 a.m. to 7 p.m.

Sponsors

LR 9.2.13 G RP

A listed company should consider its notification obligations under LR 8.5.

1
LR 9.2.14 R

[deleted]1

1

Shares in public hands

LR 9.2.15 R RP

A listed company must comply with LR 6.1.19 R at all times.

LR 9.2.16 R

A listed company that no longer complies with LR 6.1.19 R must notify the FSA as soon as possible of its non-compliance.

LR 9.2.17 G

A listed company should consider LR 5.2.2 G (2) in relation to its compliance with LR 6.1.19 R.

Publication of unaudited financial information

LR 9.2.18 R RP
  1. (1)

    This rule applies to a listed company that has published:

    1. (a)

      any unaudited financial information in a class 1 circular or a prospectus; or

    2. (b)

      any profit forecast or profit estimate.

  2. (2)

    The first time a listed company publishes financial information as required by LR 9.7 to LR 9.9 after the publication of the unaudited financial information, profit forecast or profit estimate, it must:

    1. (a)

      reproduce that financial information, profit forecast or profit estimate in its next annual report and accounts;

    2. (b)

      produce and disclose in the annual report and accounts the actual figures for the same period covered by the information reproduced under paragraph (2)(a); and

    3. (c)

      provide an explanation of the difference, if there is a difference of 10% or more between the figures required by paragraph (2)(b) and those reproduced under paragraph (2)(a).

LR 9.2.19 G RP

LR 9.2.18 R does not apply to:

  1. (1)

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

  2. (2)

    any preliminary statements of annual results or half-yearly or quarterly reports that are reproduced with the unaudited financial information.

LR 9.3 Continuing obligations: holders

1 6
LR 9.3.1 R

[deleted]1

1
LR 9.3.2 G

[deleted]1

1
LR 9.3.3 R

[deleted]1

1
LR 9.3.4 R

[deleted]1

1
LR 9.3.5 R

[deleted]1

1

Proxy forms

LR 9.3.6 R RP

A listedcompany must ensure that, in addition to its obligations under the Companies Act 2006,3 a proxy form:

  1. (1)

    [deleted]3

    3
  2. (2)

    provides for at least three3-way voting on all resolutions intended to be proposed (except that it is not necessary to provide proxy forms with three3-way voting on procedural resolutions); and3

    33
  3. (3)

    [deleted]3

    3
  4. (4)

    states that if it is returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes.

Proxy forms for re-election of retiring directors

LR 9.3.7 R RP

If3 the resolutions to be proposed include the re-election of retiring directors and the number of retiring directors standing for re-election exceeds five, the proxy form may give3 shareholders the opportunity to vote for or against (or abstain from voting on) 3the re-election of the retiring directors as a whole but must3also allow votes to be cast for or against (or for shareholders to abstain from voting on) 3the re-election of the retiring directors individually.

3 3 3
LR 9.3.8 R

[deleted]1

Sanctions

LR 9.3.9 R RP

Where a listedcompany has taken a power in its constitution to impose sanctions on a shareholder who is in default in complying with a notice served under section 7932 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)2:

2 2
  1. (1)

    sanctions may not take effect earlier than 14 days after service of the notice;

  2. (2)

    for a shareholding of less than 0.25% of the shares of a particular class (calculated exclusive of treasury shares), the only sanction the constitution may provide for is a prohibition against attending meetings and voting;

  3. (3)

    for a shareholding of 0.25% or more of the shares of a particular class (calculated exclusive of treasury shares), the constitution may provide:

    1. (a)

      for a prohibition against attending meetings and voting;

    2. (b)

      for the withholding of the payment of dividends (including shares issued in lieu of dividend) on the shares concerned; and

    3. (c)

      for the placing of restrictions on the transfer of shares, provided that restrictions on transfer do not apply to a sale to a genuine unconnected third party (such as through a RIE or an overseas exchange or by the acceptance of a takeover offer); and

  4. (4)

    any sanctions imposed in accordance with paragraph (2) or (3) above must cease to apply after a specified period of not more than seven days after the earlier of:

    1. (a)

      receipt by the issuer of notice that the shareholding has been sold to an unconnected third party through a RIE or an overseas exchange or by the acceptance of a takeover offer; and

    2. (b)

      due compliance, to the satisfaction of the issuer, with the notice under section 7932.

      2
LR 9.3.10 G RP

An overseas company with a premium listing6 is not required to comply with LR 9.3.9 R.

6

Pre-emption rights

LR 9.3.11 R RP

A listed company proposing to issue equity securities7 for cash or to sell treasury shares that are equity shares8for cash must first offer those equity securities7 in proportion to their existing holdings to:

7 8 8 8 7
  1. (1)

    existing holders of that class of equity shares (other than the listed company itself by virtue of it holding treasury shares); and

  2. (2)

    holders of other equity shares of the listed company who are entitled to be offered them.

LR 9.3.12 R RP

LR 9.3.11 R does not apply to:8

  1. (1)

    a listed company incorporated in the United Kingdom if a 8disapplication of statutory pre-emption rights has been authorised by shareholders in accordance with section 57053(Disapplication of pre-emption rights: directors acting under general authorisation) or section 571 (Disapplication of pre-emption rights by special resolution) of the Companies Act 2006 and the issue ofequity securities78 or sale of treasury shares that are equity shares by the listed company is within the terms of the authority; or5

    8345334587
  2. (2)

    a8listed company undertaking a rights issue or open offer provided 8the disapplication of pre-emption rights is with respect to:

    888
    1. (a)

      equity securities7 representing fractional entitlements; or

      7
    2. (b)

      equity securities7 which the company considers necessary or expedient to exclude from the offer on account of the laws or regulatory requirements of a 8territory other than its country of incorporation unless that territory is the United Kingdom8; or

      78
  3. (3)

    a8listed company selling treasury shares for cash to an employee share scheme; or

    88
  4. (4)

    an overseas company with a premium listing that has obtained the consent of its shareholders to issue equity securities7 other than in accordance with LR 9.3.11 R either:

    87
    1. (a)

      within the terms of an authority equivalent to that required by section 570 or 571 of the Companies Act 2006; or8

    2. (b)

      in accordance with the law of its country of incorporation provided that the country has implemented Article 29 of Directive 77/91/EEC.8

LR 9.4 Documents requiring prior approval

Employees share schemes and long-term incentive plans

LR 9.4.1 R RP
  1. (1)

    This rule applies to the following schemes of a listed company incorporated in the United Kingdom and of any of its major subsidiary undertaking (even if that major subsidiary undertaking is incorporated or operates overseas):

    1. (a)

      an employees' share scheme if the scheme involves or may involve the issue of new shares or the transfer of treasury shares; and

    2. (b)

      a long-term incentive scheme in which one or more directors of the listed company is eligible to participate.

  2. (2)

    The listed company must ensure that the employees' share scheme or long-term incentive scheme is approved by an ordinary resolution of the shareholders of the listed company in general meeting before it is adopted.

LR 9.4.2 R RP

LR 9.4.1 R does not apply to the following long-term incentive schemes:

  1. (1)

    an arrangement where participation is offered on similar terms to all or substantially all employees of the listed company or any of its subsidiary undertakings whose employees are eligible to participate in the arrangement (provided that all or substantially all employees are not directors of the listed company); and

  2. (2)

    an arrangement where the only participant is a director of the listed company (or an individual whose appointment as a director of the listed company is being contemplated) and the arrangement is established specifically to facilitate, in unusual circumstances, the recruitment or retention of the relevant individual.

LR 9.4.3 R RP

For a scheme referred to in LR 9.4.2R (2), the following information must be disclosed in the first annual report published by the listed company after the date on which the relevant individual becomes eligible to participate in the arrangement:

  1. (1)

    all of the information prescribed in LR 13.8.11 R;

  2. (2)

    the name of the sole participant;

  3. (3)

    the date on which the participant first became eligible to participate in the arrangement;

  4. (4)

    an explanation of why the circumstances in which the arrangement was established were unusual;

  5. (5)

    the conditions to be satisfied under the terms of the arrangement; and

  6. (6)

    the maximum award(s) under the terms of the arrangement or, if there is no maximum, the basis on which awards will be determined.

Discounted option arrangements

LR 9.4.4 R RP
  1. (1)

    This rule applies to the grant to a director or employee of a listed company or of any subsidiary undertaking of a listed company of an option to subscribe, warrant to subscribe or other similar right to subscribe for shares in the capital of the listed company or any of its subsidiary undertakings.

  2. (2)

    A listed company must not, without the prior approval by an ordinary resolution of the shareholders of the listed company in a general meeting, grant the option, warrant or other right if the price per share payable on the exercise of the option, warrant or other similar right to subscribe is less than whichever of the following is used to calculate the exercise price:

    1. (a)

      the market value of the share on the date when the exercise price is determined; or

    2. (b)

      the market value of the share on the business day before that date; or

    3. (c)

      the average of the market values for a number of dealing days within a period not exceeding 30 days immediately before that date.

LR 9.4.5 R RP

LR 9.4.4 R does not apply to the grant of an option to subscribe, warrant to subscribe or other similar right to subscribe for shares in the capital of a listed company or any of its subsidiary undertakings:

  1. (1)

    under an employees' share scheme if participation is offered on similar terms to all or substantially all employees of the listed company or any of its subsidiary undertakings whose employees are entitled to participate in the scheme; or

  2. (2)

    following a take-over or reconstruction, in replacement for and on comparable terms with options to subscribe, warrants to subscribe or other similar rights to subscribe held immediately before the take-over or reconstruction for shares in either a company of which the listed company thereby obtains control or in any of that company'ssubsidiary undertakings.

LR 9.5 Transactions

Rights issue

LR 9.5.1 R RP

For a placing of rights arising from a rights issue before the official start of dealings, a listed company must ensure that:

  1. (1)

    the placing relates to at least 25% of the maximum number of equity securities6 offered;

  2. (2)

    the placees are committed to take up whatever is placed with them;

  3. (3)

    the price paid by the placees does not exceed the price at which the equity securities6which are 6the subject of the rights issue are offered by more than one half of the calculated premium over that offer price (that premium being the difference between the offer price and the theoretical ex-rights price); and

  4. (4)

    the equity securities6 which are 6the subject of the rights issue are of the same class as the equity securities6 already listed.

LR 9.5.2 G RP

The FSA may modify LR 9.5.1R (1) to allow the placing to relate to less than 25% if it is satisfied that requiring at least 25% would be detrimental to the success of the issue.

LR 9.5.3 G RP

In a rights issue, the FSA may list the equity securities6 at the same time as they 6are admitted to trading in nil paid form. On the equity securities6 being paid up and the allotment becoming unconditional, the listing will continue without any need for a further application to list fully paid securities.

LR 9.5.4 R RP

If existing shareholders6do not take up their rights to subscribe in a rights issue:

6
  1. (1)

    the listed company must ensure that the equity securities6to which the offer relates are offered for subscription or purchase on terms that any premium obtained over the subscription or purchase price (net of expenses) is to be for the account of the holders, except that if the proceeds for an existing holder do not exceed 5.00, the proceeds may be retained for the company's benefit; and

  2. (2)

    the equity securities6 may be allotted or sold to underwriters, if on the expiry of the subscription period no premium (net of expenses) has been obtained.

LR 9.5.5 R RP

A listed company must ensure that for a rights issue the following are notified to a RIS as soon as possible:

  1. (1)

    the issue price and principal terms of the issue; and

  2. (2)

    the results of the issue and, if any rights not taken up are sold, details of the sale, including the date and price per share.

LR 9.5.6 R RP

A listed company must ensure that the offer relating to a rights issue remains open for acceptance for at least 10 business days. 5

5

Open offers

LR 9.5.7 R RP

A listed company must ensure that the timetable for an open offer is approved by the RIE on which its equity securities6 are traded.

LR 9.5.8 R RP

A listed company must ensure that in relation to communicating information on an open offer:

  1. (1)

    if the offer is subject to shareholder approval in general meeting the announcement must state that this is the case; and

  2. (2)

    the circular dealing with the offer must not contain any statement that might be taken to imply that the offer gives the same entitlements as a rights issue.

Vendor consideration placing

LR 9.5.9 R RP

A listed company must ensure that in a vendor consideration placing all vendors have an equal opportunity to participate in the placing.

Discounts not to exceed 10%

LR 9.5.10 R RP
  1. (1)

    If a listed company makes an open offer, placing, vendor consideration placing, offer for subscription of equity shares or an issue out of treasury (other than in respect of an employees’ share scheme)3 of a class already listed, the price must not be at a discount of more than 10% to the middle market price of those shares at the time of announcing the terms of the offer or at the time of agreeing the placing (as the case may be).

  2. (2)

    In paragraph (1), the middle market price of equity shares means the middle market quotation for those equity shares as derived from the daily official list of the London Stock Exchange or any other publication of an RIE showing quotations for listed securities for the relevant date.

  3. (3)

    Paragraph (1) does not apply to an offer or placing at a discount of more than 10% if:

    1. (a)

      the terms of the offer or placing at that discount have been specifically approved by the issuer's shareholders; or

    2. (b)

      4it is an issue of shares for cash or the sale of treasury shares for cash under a pre-existing general authority to disapply section 561 of the Companies Act 2006 (Existing shareholders’ rights of pre-emption).4

  4. (4)

    The listed company must notify a RIS as soon as possible after it has agreed the terms of the offer or placing.

Offer for sale or subscription

LR 9.5.11 R RP

A listed company must ensure that for an offer for sale or an offer for subscription of equity securities:

  1. (1)

    letters of allotment or acceptance are all issued simultaneously and numbered serially (and, where appropriate, split and certified by the listed company's registrars);

  2. (2)

    if the equity securities6 may be held in uncertificated form, there is equal treatment of those who elect to hold the equity securities6 in certificated form and those who elect to hold them in uncertificated form;

  3. (3)

    letters of regret are posted at the same time or not later than three business days after the letters of allotment or acceptance; and

  4. (4)

    if a letter of regret is not posted at the same time as letters of allotment or acceptance, a notice to that effect is inserted in a national newspaper, to appear on the morning after the letters of allotment or acceptance are posted.

Reconstruction or refinancing

LR 9.5.12 R RP
  1. (1)

    If a listed company produces a circular containing proposals to be put to shareholders in a general meeting 2relating to a reconstruction or a re-financing, the circular must be produced in accordance with LR 13.3 and must include a working capital statement.

  2. (2)

    The requirement for a working capital statement set out in paragraph (1) does not apply to a closed-ended investment fund.1

    1
  3. (3)

    The working capital statement required by paragraph (1) must be prepared in accordance with item 3.1 of Annex 3 of the PD Regulation and on the basis that the reconstruction or the re-financing has taken place.

Fractional entitlements

LR 9.5.13 R RP

If, for an issue of equity securities6 (other than an issue in lieu of dividend), a shareholders entitlement includes a fraction of a security, a listed company must ensure that the fraction is sold for the benefit of the holder except that if its value (net of expenses) does not exceed 5.00 it may be sold for the company's benefit. Sales of fractions may be made before listing is granted.

Further issues

LR 9.5.14 R RP

When shares of the same class as shares that are listed are allotted, an application for admission to listing of such shares must be made as soon as possible and in any event within one month of the allotment. [Note: Article 64 CARD]

Temporary documents of title (including renounceable documents)

LR 9.5.15 R RP

A listed company must ensure that any temporary document of title (other than one issued in global form) for an equity security:

  1. (1)

    is serially numbered;

  2. (2)

    states where applicable:

    1. (a)

      the name and address of the first holder and names of joint holders (if any);

    2. (b)

      for a fixed income security, the amount of the next payment of interest or dividend;

    3. (c)

      the pro rata entitlement;

    4. (d)

      the last date on which transfers were or will be accepted for registration for participation in the issue;

    5. (e)

      how the securities rank for dividend or interest;

    6. (f)

      the nature of the document of title and proposed date of issue;

    7. (g)

      how fractions (if any) are to be treated; and

    8. (h)

      for a rights issue, the time, being not less than 10 business days,5 in which the offer may be accepted, and how equity securities6 not taken up will be dealt with; and

      5
  3. (3)

    if renounceable:

    1. (a)

      states in a heading that the document is of value and negotiable;

    2. (b)

      advises holders of equity securities6 who are in any doubt as to what action to take to consult appropriate independent advisers immediately;

    3. (c)

      states that where all of the securities have been sold by the addressee (other than ex rights or ex capitalisation), the document should be passed to the person through whom the sale was effected for transmission to the purchaser;

    4. (d)

      has the form of renunciation and the registration instructions printed on the back of, or attached to, the document;

    5. (e)

      includes provision for splitting (without fee) and for split documents to be certified by an official of the company or authorised agent;

    6. (f)

      provides for the last day for renunciation to be the second business day after the last day for splitting; and

    7. (g)

      if at the same time as an allotment is made of shares issued for cash, shares of the same class are also allotted credited as fully paid to vendors or others, provides for the period for renunciation to be the same as, but no longer than, that provided for in the case of shares issued for cash.

Definitive documents of title

LR 9.5.16 R RP

A listed company must ensure that any definitive document of title for an equity share6 (other than a bearer security) includes the following matters on its face (or on the reverse in the case of paragraphs (5) and (7)):

6
  1. (1)

    the authority under which the listed company is constituted and the country of incorporation and registered number (if any);

  2. (2)

    the number or amount of securities the certificate represents and, if applicable, the number and denomination of units (in the top right-hand corner);

  3. (3)

    a footnote stating that no transfer of the security or any portion of it represented by the certificate can be registered without production of the certificate;

  4. (4)

    if applicable, the minimum amount and multiples thereof in which the security is transferable;

  5. (5)

    the date of the certificate;

  6. (6)

    [deleted]6

    6
  7. (7)

    for equity shares6 with preferential rights, on the face (or, if not practicable, on the reverse), a statement of the conditions thereof as to capital, dividends and (where applicable) conversion.

LR 9.6 Notifications

Copies of documents

LR 9.6.1 R RP

A listed company must forward to the FSA for publication through the document viewing facility, two copies of all circulars, notices, reports or other documents to which the listingrules apply at the same time as they are issued.

LR 9.6.2 R RP

A listed company must forward to the FSA, for publication through the document viewing facility, two copies of all resolutions passed by the listed company other than resolutions concerning ordinary business at an annual general meeting as soon as possible after the relevant general meeting.

LR 9.6.3 R RP
  1. (1)

    A listed company must notify a RIS as soon as possible when a document has been forwarded to the FSA under LR 9.6.1 R or LR 9.6.2 R unless the full text of the document is provided to the RIS.

  2. (2)

    A notification made under paragraph (1) must set out where copies of the relevant document can be obtained.

Notifications relating to capital

LR 9.6.4 R RP

A listed company must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital:

  1. (1)

    any proposed change in its capital structure including the structure of its listeddebt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress;

  2. (2)

    [deleted]1

    1
  3. (3)

    any redemption of listedshares including details of the number of shares redeemed and the number of shares of that class outstanding following the redemption;

  4. (4)

    any extension of time granted for the currency of temporary documents of title; and1

  5. (5)

    [deleted]1

    1
  6. (6)

    (except in relation to a block listing of securities) 2the results of any new issue of equity securities or a public offering of existing equity securities.

    44
LR 9.6.5 R

[deleted]1

1
LR 9.6.6 R RP

Where the securities are subject to an underwriting agreement a listed company may, at its discretion and subject to DTR 2 (Disclosure and control of inside information by issuers), delay notifying a RIS as required by LR 9.6.4R (6) for up to two business days until the obligation by the underwriter to take or procure others to take securities is finally determined or lapses. In the case of an issue or offer of securities which is not underwritten, notification of the result must be made as soon as it is known.1

LR 9.6.7 R

[deleted]1

1
LR 9.6.8 R

[deleted]1

1
LR 9.6.9 G

[deleted]1

1
LR 9.6.10 G

[deleted]1

1

Notification of board changes and directors' details

LR 9.6.11 R RP

A listed company must notify a RIS of any change to the board including:

  1. (1)

    the appointment of a new director stating the appointees name and whether the position is executive, non-executive or chairman and the nature of any specific function or responsibility of the position;

  2. (2)

    the resignation, removal or retirement of a director (unless the director retires by rotation and is re-appointed at a general meeting of the listed company's shareholders);

  3. (3)

    important changes to the role, functions or responsibilities of a director; and

  4. (4)

    the effective date of the change if it is not with immediate effect;

as soon as possible and in any event by the end of the business day following the decision or receipt of notice about the change by the company.

LR 9.6.12 R RP

If the effective date of the board change is not yet known, the notification required by LR 9.6.11 R should state this fact and the listed company should notify a RIS as soon as the effective date has been decided.

LR 9.6.13 R RP

A listed company must notify a RIS of the following information in respect of any new director appointed to the board as soon as possible following the decision to appoint the director and in any event within five business days of the decision:

  1. (1)

    details of all directorships held by the director in any other publicly quoted company at any time in the previous five years, indicating whether or not he is still a director;

  2. (2)

    any unspent convictions in relation to indictable offences;

  3. (3)

    details of any receiverships, compulsory liquidations, creditors voluntary liquidations, administrations, company voluntary arrangements or any composition or arrangement with its creditors generally or any class of its creditors of any company where the director was an executive director at the time of, or within the 12 months preceding, such events;

  4. (4)

    details of any compulsory liquidations, administrations or partnership voluntary arrangements of any partnerships where the director was a partner at the time of, or within the 12 months preceding, such events;

  5. (5)

    details of receiverships of any asset of such person or of a partnership of which the director was a partner at the time of, or within the 12 months preceding, such event; and

  6. (6)

    details of any public criticisms of the director by statutory or regulatory authorities (including designated professional bodies) and whether the director has ever been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.

LR 9.6.14 R RP

2A listed company must, in respect of any current director, notify a RIS as soon as possible of:

  1. (1)

    any changes in the information set out in LR 9.6.13R (2) to LR 9.6.13R (6); and

  2. (2)

    any new directorships held by the director in any other publicly quoted company.

2
LR 9.6.15 G RP

If no information is required to be disclosed pursuant to LR 9.6.13 R, the notification required by LR 9.6.13 R should state this fact.

Notification of lock-up arrangements

LR 9.6.16 R RP

A listed company must notify a RIS as soon as possible of information relating to the disposal of equity shares under an exemption allowed in the lock-up arrangements disclosed in accordance with the PD Regulation.

LR 9.6.17 R RP

A listed company must notify a RIS as soon as possible of the details of any variation in the lock-up arrangements disclosed in accordance with the PD Regulation or any subsequent announcement.

Notification of shareholder resolutions

LR 9.6.18 R RP

A listed company must notify a RIS as soon as possible after a general meeting of all resolutions passed by the company other than resolutions concerning ordinary business passed at an annual general meeting.

Change of name

LR 9.6.19 R RP

A listed company which changes its name must, as soon as possible:

  1. (1)

    notify a RIS of the change, stating the date on which it has taken effect;

  2. (2)

    inform the FSA in writing of the change; and

  3. (3)

    where the listed company is incorporated in the United Kingdom, send the FSA a copy of the revised certificate of incorporation issued by the Registrar of Companies.

Change of accounting date

LR 9.6.20 R RP

A listed company must notify a RIS as soon as possible of:

  1. (1)

    any change in its accounting reference date; and

  2. (2)

    the new accounting reference date.

LR 9.6.21 R RP

A listed company must prepare and publish a second interim report in accordance with DTR 4.23 if the effect of the change in the accounting reference date is to extend the accounting period to more than 14 months.

3
LR 9.6.22 G RP

The second interim report must be prepared and published in respect of either:

  1. (1)

    the period up to the old accounting reference date; or

  2. (2)

    the period up to a date not more than six months prior to the new accounting reference date.

LR 9.7A Preliminary statement of annual results, statement of dividends and half-yearly reports

Preliminary statement of annual results

LR 9.7A.1 R RP

1If a listed company prepares a preliminary statement of annual results:

  1. (1)

    the statement must be published as soon as possible after it has been approved by the board;

  2. (2)

    the statement must be agreed with the company's auditors prior to publication;

  3. (3)

    the statement must show the figures in the form of a table, including the items required for a half-yearly report, consistent with the presentation to be adopted in the annual accounts for that financial year;

  4. (4)

    the statement must give details of the nature of any likely modification that may be contained in the auditors report required to be included with the annual financial report; and

  5. (5)

    the statement must include any significant additional information necessary for the purpose of assessing the results being announced.

Statement of dividends

LR 9.7A.2 R RP

A listed company must notify a RIS as soon as possible after the board has approved any decision to pay or make any dividend or other distribution on listedequity or to withhold any dividend or interest payment on listed securities giving details of:

  1. (1)

    the exact net amount payable per share;

  2. (2)

    the payment date;

  3. (3)

    the record date (where applicable); and

  4. (4)

    any foreign income dividend election, together with any income tax treated as paid at the lower rate and not repayable.1

Omission of information

LR 9.7A.3 G RP

The FSA may authorise the omission of information required by LR 9.7A.1 R or LR 9.7A.2 R if it considers that disclosure of such information would be contrary to the public interest or seriously detrimental to the listed company, provided that such 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 shares.1

LR 9.8 Annual 1financial report1

LR 9.8.1 R

[deleted]1

LR 9.8.2 R

[deleted]1

1
LR 9.8.3 R

[deleted]1

1

Information to be included in annual report and accounts

LR 9.8.4 R RP

In addition to the requirements set out in DTR 4.1 a listed company1 must include in its annual financial report1, where applicable, the following:

1
  1. (1)

    a statement of the amount of interest capitalised by the group during the period under review with an indication of the amount and treatment of any related tax relief;

  2. (2)

    any information required by LR 9.2.18 R (Publication of unaudited financial information);

  3. (3)

    details of any small related party transaction as required by LR 11.1.10R (2)(c);

  4. (4)

    details of any long-term incentive schemes as required by LR 9.4.3 R;

  5. (5)

    details of any arrangements under which a director of the company has waived or agreed to waive any emoluments from the company or any subsidiary undertaking;

  6. (6)

    where a director has agreed to waive future emoluments, details of such waiver together with those relating to emoluments which were waived during the period under review;

  7. (7)

    in the case of any allotment for cash of equity securities made during the period under review otherwise than to the holders of the company'sequity shares in proportion to their holdings of such equity shares and which has not been specifically authorised by the company's shareholders:

    1. (a)

      the classes of shares allotted and for each class of shares, the number allotted, their aggregate nominal value and the consideration received by the company for the allotment;3

      3
    2. (b)

      the names of the allottees, if less than six in number, and in the case of six or more allottees a brief generic description of each new class of equity holder (e.g. holder of loan stock);

    3. (c)

      the market price of the allotted securities on the date on which the terms of the issue were fixed; and

    4. (d)

      the date on which the terms of the issue were fixed;

  8. (8)

    the information required by paragraph (7) must be given for any unlisted major subsidiary undertaking of the company;

  9. (9)

    where a listed company has listed shares in issue and is a subsidiary undertaking of another company, details of the participation by the parent undertaking in any placing made during the period under review;

  10. (10)

    details of any contract of significance subsisting during the period under review:

    1. (a)

      to which the listed company, or one of its subsidiary undertakings, is a party and in which a director of the listed company is or was materially interested; and

    2. (b)

      between the listed company, or one of its subsidiary undertakings, and a controlling shareholder;

  11. (11)

    details of any contract for the provision of services to the listed company or any of its subsidiary undertakings by a controlling shareholder, subsisting during the period under review, unless:

    1. (a)

      it is a contract for the provision of services which it is the principal business of the shareholder to provide; and

    2. (b)

      it is not a contract of significance;

  12. (12)

    details of any arrangement under which a shareholder has waived or agreed to waive any dividends; and

  13. (13)

    where a shareholder has agreed to waive future dividends, details of such waiver together with those relating to dividends which are payable during the period under review.

LR 9.8.5 G RP

A listed company need not include with the annual report and accounts details of waivers of dividends of less than 1% of the total value of any dividend provided that some payment has been made on each share of the relevant class during the relevant calendar year.

Additional information

LR 9.8.6 R RP

In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual financial report1:

1
  1. (1)

    a statement setting out all the interests (in respect of which transactions are notifiable to the company under DTR 3.1.2 R) 4of each person who is4 a3director of the listed company as at the end of4 the period under review including:

    44334
    1. (a)

      all changes in the interests of each director that have occurred between the end of the period under review and a date not more than 3one month prior to the date of the notice of the annual general meeting; or

      4
    2. (b)

      if there have been no changes in the period described in paragraph (a), a statement that there have been no changes in the interests of each director.4

      44

    Interests of each director includes the interests of connected persons of which the listed company is, or ought upon reasonable enquiry to become, aware.43

    44
  2. (2)

    a statement showing, as at a date not more than one month prior to the date of the notice of the annual general meeting:

    1. (a)

      all information disclosed to the listed company in accordance with DTR 52; or

      33334
    2. (b)

      that there have been no disclosures, if no disclosures have been made.

  3. (3)

    a statement made by the directors that the business is a going concern, together with supporting assumptions or qualifications as necessary, that has been prepared in accordance with Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009, published by the Financial Reporting Council in October 2009;8

    8
  4. (4)

    a statement setting out:

    1. (a)

      details of any shareholders authority for the purchase, by the listed company of its own shares that is still valid at the end of the period under review;

    2. (b)

      in the case of purchases made otherwise than through the market or by tender to all shareholders, the names of sellers of such shares purchased, or proposed to be purchased, by the listed company during the period under review;

    3. (c)

      in the case of any purchases made otherwise than through the market or by tender or partial offer to all shareholders, or options or contracts to make such purchases, entered into since the end of the period covered by the report, information equivalent to that required under Part 26of Schedule 7 to the Large & Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (Disclosure required by company acquiring its own shares etc)6; and

      66
    4. (d)

      in the case of sales of treasury shares for cash made otherwise than through the market, or in connection with an employees' share scheme, or otherwise than pursuant to an opportunity which (so far as was practicable) was made available to all holders of the listed company'ssecurities (or to all holders of a relevant class of its securities) on the same terms, particulars of the names of purchasers of such shares sold, or proposed to be sold, by the company during the period under review;

  5. (5)

    a statement of how the listed company has applied the Main Principles5 set out in the UK Corporate Governance Code9, in a manner that would enable shareholders to evaluate how the principles have been applied;9

    59
  6. (6)

    a statement as to whether the listed company has:

    1. (a)

      complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code;9 or

      9
    2. (b)

      not complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code 9and if so, setting out:

      9
      1. (i)

        those provisions, if any it has not complied with;

      2. (ii)

        in the case of provisions whose requirements are of a continuing nature, the period within which, if any, it did not comply with some or all of those provisions; and

      3. (iii)

        the company's reasons for non-compliance; and

  7. (7)

    a report to the shareholders by the Board which contains all the mattersset out in LR 9.8.8 R.

LR 9.8.6A G RP
  1. (1)

    4The effect of LR 9.8.6R (1) is that a listed company is required to set out a 'snapshot' of the total interests of a director and his or her connected persons, as at the end of the period under review (including certain information to update it as at a date not more than a month before the date of the notice of the annual general meeting). The interests that need to be set out are limited to those in respect of which transactions fall to be notified under the notification requirement for PDMRs in DTR 3.1.2 R. Persons who are directors during, but not at the end of, the period under review need not be included.

  2. (2)

    A listed company unable to compile the statement in LR 9.8.6R (1) from information already available to it may need to seek the relevant information, or confirmation, from the director himself, including that in relation to connected persons, but would not be expected to obtain information directly from connected persons.

LR 9.8.7 R RP

An overseas company with a premium listing7 must include 7in its annual report and accounts the information in LR 9.8.6R (5), LR 9.8.6R (6) and LR 9.8.8R (9).7

7 7 7
LR 9.8.7A R RP
  1. (1)

    7An overseas company with a premium listing that is not required to comply with requirements imposed by another EEA State that correspond to DTR 7.2 (Corporate governance statements) must comply with DTR 7.2 as if it were an issuer to which that section applies.

  2. (2)

    An overseas company with a premium listing which complies with LR 9.8.7 R will be taken to satisfy the requirements of DTR 7.2.2 R and DTR 7.2.3 R, but (unless it is required to comply with requirements imposed by another EEA State that correspond to DTR 7.2) must comply with all of the other requirements of DTR 7.2 as if it were an issuer to which that section applies.

Report to shareholders

LR 9.8.8 R RP

The report to the shareholders by the Board required by LR 9.8.6R (7) must contain the following:

  1. (1)

    a statement of the listed company's policy on executive directors' remuneration;

  2. (2)

    information presented in tabular form, unless inappropriate, together with explanatory notes as necessary on:

    1. (a)

      the amount of each element in the remuneration package for the period under review of each director, by name, including but not restricted to, basic salary and fees, the estimated money value of benefits in kind, annual bonuses, deferred bonuses, compensation for loss of office and payments for breach of contractor other termination payments;

    2. (b)

      the total remuneration for each director for the period under review and for the corresponding prior period;

    3. (c)

      any significant payments made to former directors during the period under review; and

    4. (d)

      any share options, including Save-as-you-earn options, for each director, by name, in accordance with the requirements of the Directors' Remuneration Report Regulations;

  3. (3)

    details of any long-term incentive schemes, other than share options as required by paragraph (2)(d), including the interests of each director, by name, in the long-term incentive schemes at the start of the period under review;

  4. (4)

    details of any entitlements or awards granted and commitments made to each director under any long-term incentive schemes during the period, showing which crystallize either in the same year or in subsequent years;

  5. (5)

    details of the monetary value and number of shares, cash payments or other benefits received by each director under any long-term incentive schemes during the period;

  6. (6)

    details of the interests of each director in the long-term incentive schemes at the end of the period;

  7. (7)

    an explanation and justification of any element of a director's remuneration, other than basic salary, which is pensionable;

  8. (8)

    details of any directors' service contract with a notice period in excess of one year or with provisions for pre-determined compensation on termination which exceeds one years salary and benefits in kind, giving the reasons for such notice period;

  9. (9)

    details of the unexpired term of any directors' service contract of a director proposed for election or re-election at the forthcoming annual general meeting, and, if any director proposed for election or re-election does not have a directors' service contract, a statement to that effect;

  10. (10)

    a statement of the listed company's policy on the granting of options or awards under its employees' share schemes and other long-term incentive schemes, explaining and justifying any departure from that policy in the period under review and any change in the policy from the preceding year;

  11. (11)

    for money purchase schemes3 details of the contribution or allowance payable or made by the listed company in respect of each director during the period under review; and

    3
  12. (12)

    for defined benefit schemes3:

    3
    1. (a)

      details of the amount of the increase during the period under review (excluding inflation) and of the accumulated total amount at the end of the period in respect of the accrued benefit to which each director would be entitled on leaving service or is entitled having left service during the period under review;

    2. (b)

      either:

      1. (i)

        the transfer value (less director's contributions) of the relevant increase in accrued benefit (to be calculated in accordance with Actuarial Guidance Note GN11 but making no deduction for any under-funding) as at the end of the period; or

      2. (ii)

        so much of the following information as is necessary to make a reasonable assessment of the transfer value in respect of each director:

        1. (A)

          age;

        2. (B)

          normal retirement age;

        3. (C)

          the amount of any contributions paid or payable by the director under the terms of the scheme during the period under review;

        4. (D)

          details of spouses and dependants benefits;

        5. (E)

          early retirement rights and options;

        6. (F)

          expectations of pension increases after retirement (whether guaranteed or discretionary); and

        7. (G)

          discretionary benefits for which allowance is made in transfer values on leaving and any other relevant information which will significantly affect the value of the benefits; and

    3. (c)

      no disclosure of voluntary contributions and benefits.

Information required by law

LR 9.8.9 G RP

The requirements of LR 9.8.6R (6)and LR 9.8.8 R relating to corporate governance are additional to the information required by law to be included in the listed company's annual report and accounts.

Auditors report

LR 9.8.10 R RP

A listed company must ensure that the auditors review each of the following before the annual report is published:

  1. (1)

    LR 9.8.6R (3) (statement by the directors that the business is a going concern); and

  2. (2)

    the parts of the statement required by LR 9.8.6R (6) (corporate governance) that relate to the following provisions of the UK Corporate Governance Code:9

    9
    1. (a)

      C.1.1;9

    2. (b)

      C.2.1;9 and

    3. (c)

      C.3.1 to C.3.7.9

LR 9.8.11 R

A listed company must ensure that the auditors review the following disclosures:

  1. (1)

    LR 9.8.8R (2) (amount of each element in the remuneration package and information on share options);

  2. (2)

    LR 9.8.8R (3), LR 9.8.8R (4) and (5) (details of long term incentive schemes for directors);

  3. (3)

    LR 9.8.8R (11) (money purchase schemes); and

  4. (4)

    LR 9.8.8R (12) (defined benefit schemes).

LR 9.8.12 R

If, in the opinion of the auditors the listed company has not complied with any of the requirements set out in LR 9.8.11 R the listed company must ensure that the auditors report includes, to the extent possible, a statement giving details of the non-compliance.

Summary financial statements

LR 9.8.13 R RP

Any summary financial statement issued by a listed company as permitted under the Companies Act 20066, must disclose:

3 3 4 6
  1. (1)

    earnings per share; and

  2. (2)

    the information required for summary financial statements set out in or under6 the Companies Act 20066.

    3346

LR 9 Annex 1 THE MODEL CODE (R)

This annex is referred to in LR 9.2 (Requirements with continuing application) and LR 15 (Investment entities).

R

Table: The Model Code

Introduction

This code imposes restrictions on dealing in the securities of a listed company beyond those imposed by law. Its purpose is to ensure that persons discharging managerial responsibilities do not abuse, and do not place themselves under suspicion of abusing, inside information that they may be thought to have, especially in periods leading up to an announcement of the company's results.

4

Nothing in this code sanctions a breach of section 118 of the Act (Market abuse), the insider dealing provisions of the Criminal Justice Act or any other relevant legal or regulatory requirements.

Definitions

1

In this code the following definitions, in addition to those contained in the listing rules, apply unless the context requires otherwise:

(a)

close period means:

(i)

the period of 60 days immediately preceding a2 preliminary announcement of the listed company's annual results or, if shorter, the period from the end of the relevant financial year up to and including the time of announcement; or3

2 3

(ii)

the period of 60 days immediately preceding the publication of its annual financial report or if shorter the period from the end of the relevant financial year up to and including the time of such publication;2 and3

2

(iii)

if the listed company reports on a half yearly basis the period from the end of the relevant financial period up to and including the time of such publication; and2

2

2(iv)

if the listed company reports on a quarterly basis the period of 30 days immediately preceding the announcement of the quarterly results3 or, if shorter, the period from the end of the relevant financial period up to and including the time of the announcement;

3

(b)

connected person has the meaning given in section 96B (2) of the Act (Persons discharging managerial responsibilities and connected persons);

(c)

dealing includes:

(i)

any acquisition or disposal of, or agreement to acquire or dispose of any of the securities of the company;

(ii)

entering into a contract (including a contract for difference) the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the price of any of the securities of the company;

(iii)

the grant, acceptance, acquisition, disposal, exercise or discharge of any option (whether for the call, or put or both) to acquire or dispose of any of the securities of the company;

(iv)

entering into, or terminating, assigning or novating any stock lending agreement in respect of the securities of the company;

(v)

using as security, or otherwise granting a charge, lien or other encumbrance over the securities of the company;

(vi)

any transaction, including a transfer for nil consideration, or the exercise of any power or discretion effecting a change of ownership of a beneficial interest in the securities of the company; or

(vii)

any other right or obligation, present or future, conditional or unconditional, to acquire or dispose of any securities of the company;

(d)

[deleted]4

4

(e)

prohibited period means:

(i)

any close period; or

(ii)

any period when there exists any matter which constitutes inside information in relation to the company;

(f)

restricted person means a person discharging managerial responsibilities; and

4

(g)

securities of the company means any publicly traded or quoted securities of the company or any member of its group or any securities that are convertible into such securities.

Dealings not subject to the provisions of this code

2

The following dealings are not subject to the provisions of this code:

(a)

undertakings or elections to take up entitlements under a rights issue or other offer (including an offer of securities of the company in lieu of a cash dividend);

(b)

the take up of entitlements under a rights issue or other offer (including an offer of securities of the company in lieu of a cash dividend);

(c)

allowing entitlements to lapse under a rights issue or other offer (including an offer of securities of the company in lieu of a cash dividend);

(d)

the sale of sufficient entitlements nil-paid to take up the balance of the entitlements under a rights issue;

(e)

undertakings to accept, or the acceptance of, a takeover offer;

(f)

dealing where the beneficial interest in the relevant security of the company does not change;

(g)

transactions conducted between a person discharging managerial responsibilities and their spouse, civil partner, 1child or step-child (within the meaning of section 96B(2) of the Act4);

4

(h)

transfers of shares arising out of the operation of an employees' share scheme into a savings scheme investing in securities of the company following:

(i)

exercise of an option under an approved SAYE4 option scheme; or

4

(ii)

release of shares from a HM Revenue and Customs approved share incentive plan4;

4

(i)

with the exception of a disposal of securities of the company received by a restricted person as a participant, dealings in connection with the following employees' share schemes4;

4

(i)

an HM Revenue and Customs approved SAYE option scheme or share incentive plan, under which participation is extended on similar terms to all or most employees of the participating companies in that scheme; or4

(ii)

a scheme on similar terms to a HM Revenue and Customs approved SAYE option scheme or share incentive plan, under which participation is extended on similar terms to all or most employees of the participating companies in that scheme; or4

(j)

the cancellation or surrender of an option under an employees' share scheme;

(k)

transfers of the securities of the company by an independent trustee of an employees' share scheme to a beneficiary who is not a restricted person;

(l)

transfers of securities of the company already held by means of a matched sale and purchase into a saving scheme or into a pension scheme in which the restricted person is a participant or beneficiary;

(m)

an investment by a restricted person in a scheme or arrangement where the assets of the scheme (other than a scheme investing only in the securities of the company) or arrangement are invested at the discretion of a third party;

(n)

a dealing by a restricted person in the units of an authorised unit trust or in shares in an open-ended investment company; and

(o)

bona fide gifts to a restricted person by a third party.

Dealing by restricted persons

3

A restricted person must not deal in any securities of the company without obtaining clearance to deal in advance in accordance with paragraph 4 of this code.

Clearance to deal

4

(a)

A director (other than the chairman or chief executive) or company secretary must not deal in any securities of the company without first notifying the chairman (or a director designated by the board for this purpose) and receiving clearance to deal from him.

(b)

The chairman must not deal in any securities of the company without first notifying the chief executive and receiving clearance to deal from him or, if the chief executive is not present, without first notifying the senior independent director, or a committee of the board or other officer of the company nominated for that purpose by the chief executive, and receiving clearance to deal from that director, committee or officer4.

(c)

The chief executive must not deal in any securities of the company without first notifying the chairman and receiving clearance to deal from him or, if the chairman is not present, without first notifying the senior independent director, or a committee of the board or other officer of the company nominated for that purpose by the chairman, and receiving clearance to deal from that director, committee or officer4.

(d)

If the role of chairman and chief executive are combined, that person must not deal in any securities of the company without first notifying the board and receiving clearance to deal from the board.

(e)

Persons discharging managerial responsibilities (who are not directors) must not deal in any securities of the company without first notifying the company secretary or a designated director and receiving clearance to deal from him.

4

5

A response to a request for clearance to deal must be given to the relevant restricted person within five business days of the request being made.

6

The company must maintain a record of the response to any dealing request made by a restricted person and of any clearance given. A copy of the response and clearance (if any) must be given to the restricted person concerned.

7

A restricted person who is given clearance to deal in accordance with paragraph 4 must deal as soon as possible and in any event within two business days of clearance being received.

Circumstances for refusal

8

A restricted person must not be given clearance to deal in any securities of the company:

(a)

during a prohibited period; or

(b)

on considerations of a short term nature. An investment with a maturity of one year or less will always be considered to be of a short term nature.

Dealings permitted during a prohibited period

Dealing in exceptional circumstances

9

A restricted person, who is not in possession of inside information in relation to the company, may be given clearance to deal if he is in severe financial difficulty or there are other exceptional circumstances. Clearance may be given for such a person to sell (but not purchase) securities of the company when he would otherwise be prohibited by this code from doing so. The determination of whether the person in question is in severe financial difficulty or whether there are other exceptional circumstances can only be made by the director designated for this purpose.

10

A person may be in severe financial difficulty if he has a pressing financial commitment that cannot be satisfied otherwise than by selling the relevant securities of the company. A liability of such a person to pay tax would not normally constitute severe financial difficulty unless the person has no other means of satisfying the liability. A circumstance will be considered exceptional if the person in question is required by a court order to transfer or sell the securities of the company or there is some other overriding legal requirement for him to do so.

11

The FSA should be consulted at an early stage regarding any application by a restricted person to deal in exceptional circumstances.

Awards of securities and options

12

The grant of options by the board of directors under an employees' share scheme to individuals who are not restricted persons may be permitted during a prohibited period if such grant could not reasonably be made at another time and failure to make the grant would be likely to indicate that the company was in a prohibited period.

13

The award by the company of securities, the grant of options and the grant of rights (or other interests) to acquire securities of the company to restricted persons is permitted in a prohibited period if:

(a)

the award or grant is made under the terms of an employees' share scheme and the scheme was not introduced or amended during the relevant prohibited period; and

(b)

either:

(i)

the terms of such employees' share scheme set out the timing of the award or grant and such terms have either previously been approved by shareholders or summarised or described in a document sent to shareholders, or

(ii)

the timing of the award or grant is in accordance with the timing of previous awards or grants under the scheme; and

(c)

the terms of the employees' share scheme set out the amount or value of the award or grant or the basis on which the amount or value of the award or grant is calculated and do not allow the exercise of discretion; and

(d)

the failure to make the award or grant would be likely to indicate that the company is in a prohibited period.

Exercise of options

14

Where a company has been in an exceptionally long prohibited period or the company has had a number of consecutive prohibited periods, clearance may be given to allow the exercise of an option or right under an employees' share scheme, or the conversion of a convertible security, where the final date for the exercise of such option or right, or conversion of such security, falls during a prohibited period and the restricted person could not reasonably have been expected to exercise it at a time when he was free to deal.

15

Where the exercise or conversion is permitted pursuant to paragraph 14, clearance may not be given for the sale of the securities of the company acquired pursuant to such exercise or conversion including the sale of sufficient securities of the company to fund the costs of the exercise or conversion and/or any tax liability arising from the exercise or conversion unless a binding undertaking to do so was entered into when the company was not in a prohibited period.

Qualification shares

16

Clearance may be given to allow a director to acquire qualification shares where, under the company'sconstitution, the final date for acquiring such shares falls during a prohibited period and the director could not reasonably have been expected to acquire those shares at another time.

Saving schemes

17

A restricted person may enter into a scheme under which only the securities of the company are purchased pursuant to a regular standing order or direct debit or by regular deduction from the person's salary, or where such securities are acquired by way of a standing election to re-invest dividends or other distributions received, or are acquired as part payment of the person's remuneration without regard to the provisions of this code, if the following provisions are complied with:

(a)

the restricted person does not enter into the scheme during a prohibited period, unless the scheme involves the part payment of remuneration in the form of securities of the company and is entered into upon the commencement of the person's employment or in the case of a non-executive director his appointment to the board;

(b)

the restricted person does not carry out the purchase of the securities of the company under the scheme during a prohibited period, unless the restricted person entered into the scheme at a time when the company was not in a prohibited period and that person is irrevocably bound under the terms of the scheme to carry out a purchase of securities of the company (which may include the first purchase under the scheme) at a fixed point in time which falls in a prohibited period;

(c)

the restricted person does not cancel or vary the terms of his participation, or carry out sales of securities of the company within the scheme during a prohibited period; and

(d)

before entering into the scheme, cancelling the scheme or varying the terms of his participation or carrying out sales of the securities of the company within the scheme, the restricted person obtains clearance in accordance with paragraph 4.

Acting as a trustee

18

Where a restricted person is acting as a trustee, dealing in the securities of the company by that trust is permitted during a prohibited period where:

(a)

the restricted person is not a beneficiary of the trust; and

(b)

the decision to deal is taken by the other trustees or by investment managers on behalf of the trustees independently of the restricted person.

19

The other trustees or investment managers acting on behalf of the trustees can be assumed to have acted independently where the decision to deal:

(a)

was taken without consultation with, or other involvement of, the restricted person; or

(b)

was delegated to a committee of which the restricted person is not a member.

Dealing by connected persons and investment managers

20

A person discharging managerial responsibilities must take reasonable steps to prevent any dealings by or on behalf of any connected person of his in any securities of the company on considerations of a short term nature.

21

A person discharging managerial responsibilities must seek to prohibit any dealings in the securities of the company during a close period:

(a)

by or on behalf of any connected person of his; or

(b)

by an investment manager on his behalf or on behalf of any person connected with him where either he or any person connected has funds under management with that investment fund manager, whether or not discretionary (save as provided by paragraphs 17 and 18).

22

A person discharging managerial responsibilities must advise all of his connected persons and investment managers acting on his behalf:

(a)

of the name of the listed company within which he is a person discharging managerial responsibilities;

(b)

of the close periods during which they cannot deal in the securities of the company; and

(c)

that they must advise the listed company immediately after they have dealt in securities of the company.5

5Dealing under a trading plan

523

A restricted person may deal in securities of a company pursuant to a trading plan if clearance has first been given in accordance with paragraph 4 of this Code to the person entering into the plan and to any amendment to the plan. A restricted person must not cancel a trading plan unless clearance has first been given in accordance with paragraph 4 of this Code for its cancellation.

524

A restricted person must not enter into a trading plan or amend a trading plan during a prohibited period and clearance under paragraph 4 of this Code must not be given during a prohibited period to the entering into, or amendment of, a trading plan. Clearance under paragraph 4 of this Code may be given during a prohibited period to the cancellation of a trading plan but only in the exceptional circumstances referred to in paragraphs 9 and 10 of this Code.

525

A restricted person may deal in securities of a company during a prohibited period pursuant to a trading plan if:

(a)

the trading plan was entered into before the prohibited period;

(b)

clearance under paragraph 4 of this Code has been given to the person entering into the trading plan and to any amendment to the trading plan before the prohibited period; and

(c)

the trading plan does not permit the restricted person to exercise any influence or discretion over how, when, or whether to effect dealings.

526

Where a transaction occurs in accordance with a trading plan, the restricted person must notify the issuer at the same time as he makes the notification required by DTR 3.1.2 R of:

(a)

the fact that the transaction occurred in accordance with a trading plan; and

(b)

the date on which the relevant trading plan was entered into.