Related provisions for LR 3.4.3

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LR 4.4.1GRP
Section 81 of the Act (supplementary listing particulars) requires an issuer to submit supplementary listing particulars to the FSA for approval if at any time after listing particulars have been submitted to the FSA and before the commencement of dealings in the securities following their admission to the official list:(1) there is a significant change affecting any matter contained in those particulars the inclusion of which was required by:(a) section 80 of the Act (general
LR 4.4.2RRP
An issuer must ensure that after supplementary listing particulars are approved by the FSA, the supplementary listing particulars are filed and published as if the requirements in PR 3.2and the PD Regulation applied to them.
DTR 1.5.1GRP
FEES 4 sets out the fees payable by an issuer to the FSA.11
DTR 1.5.3GRP
(1) If the FSA considers that an issuer, a person discharging managerial responsibilities or a connected person has breached any of the disclosure rules it may, subject to the provisions of the Act, impose on that person a financial penalty or publish a statement censuring that person.(2) If the FSA considers that a former director was knowingly concerned in a breach by an issuer it may, subject to the provisions of the Act, impose on that person a financial penalty.
PR 2.5.1RRP
Without prejudice to the adequate information of investors, if, in exceptional cases, certain information referred to in the PD Regulation that is required to be included in a prospectus is inappropriate to the issuer's activity or to the legal form of the issuer or to the transferable securities to which the prospectus relates, the prospectus must contain information equivalent to the required information (unless there is no such information). [Note: article 8.3 PD]
PR 2.5.2UKRP

Section 87B(1) of the Act sets out when the FSA may authorise the omission of information from a prospectus:

(1)

The [FSA] may authorise the omission from a prospectus of any information, the inclusion of which would otherwise be required, on the ground –

(a)

that its disclosure would be contrary to the public interest;

(b)

that its disclosure would be seriously detrimental to the issuer, provided that the omission would be unlikely to mislead the public with regard to any facts or circumstances which are essential for an informed assessment of the kind mentioned in section 87A(2); or

(c)

that the information is only of minor importance for a specific offer to the public or admission to trading on a regulated market and unlikely to influence an informed assessment of the kind mentioned in section 87A(2).
DTR 2.1.1GRP
1An issuer should be aware that matters that fall within the scope of this chapter may also fall within the scope of:(1) the market abuse regime set out in section 118 of the Act;(2) section 397 of the Act relating to misleading statements and practices;(3) Part V of the Criminal Justice Act 1993 relating to insider dealing; and(4) the Takeover Code.
DTR 5.2.1RRP

A person is an indirect holder of shares for the purpose of the applicable definition of shareholder to the extent that he is entitled to acquire, to dispose of, or to exercise voting rights in any of the following cases or a combination of them:

Case

(a)

voting rights held by a third party with whom that person has concluded an agreement, which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the issuer in question;

(b)

voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights in question;

(c)

voting rights attaching to shares which are lodged as collateral with that person provided that person controls the voting rights and declares its intention of exercising them;

(d)

voting rights attaching to shares in which that person has the life interest;

(e)

voting rights which are held, or may be exercised within the meaning of points (a) to (d) or, in cases (f) and (h) by a person1 undertaking investment management, or by a management company, by an undertaking controlled by that person;

1

(f)

voting rights attaching to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders;

(g)

voting rights held by a third party in his own name on behalf of that person;

(h)

voting rights which that person may exercise as a proxy where that person can exercise the voting rights at his discretion in the absence of specific instructions from the shareholders.

[Note: article 10 of the TD]

DTR 5.2.2GRP
Cases (a) to (h) in DTR 5.2.1 R identify situations where a person may be able to control the manner in which voting rights are exercised and where, (taking account of any aggregation with other holdings) a notification to the issuer may need to be made. In the FSA's view:(1) Case (e) produces the result that it is always necessary for the parent undertaking of a controlled undertaking to aggregate its holding with any holding of the controlled undertaking (subject to the exemptions
DTR 5.2.3GRP
A person falling within Cases (a) to (h) is an indirect holder of shares for the purpose of the definition of shareholder. These indirect holdings have to be aggregated, but also separately identified in a notification to the issuer. Apart from those identified in the Cases (a) to (h), the FSA does not expect any other significant category "indirect shareholder" to be identified. Cases (a) to (h) are also relevant in determining whether a person is an indirect holder of qualifying
PR 2.1.1UKRP

1Sections 87A(2), (3) and (4) of the Act provide for the general contents of a prospectus:

(2)

The necessary information is the information necessary to enable investors to make an informed assessment of –

(a)

the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the transferable securities and of any guarantor; and

(b)

the rights attaching to the transferable securities.

(3)

The necessary information must be presented in a form which is comprehensible and easy to analyse.

(4)

The necessary information must be prepared having regard to the particular nature of the transferable securities and their .
PR 2.1.4EURP

Article 24 of the PD Regulation provides for how the contents of the summary are to be determined:

Content of the summary of prospectus and base prospectus

The issuer, the offeror or the person asking for admission to trading on a regulated market shall determine on its own the detailed content of the summary to the prospectus or base prospectus referred to in [section 87A of the Act].
LR 14.3.22GRP
1An overseas company, whose securities are 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) and DTR 6 (Access to information).
LR 14.3.23RRP
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.
LR 8.3.4RRP
Where a sponsor gives any guidance or advice to a listed company or applicant in relation to the application or interpretation of the listing rules or disclosure rules and transparency rules, the sponsor must take reasonable steps to satisfy itself that the director or directors of the listed company understand the nature and extent oftheir responsibilities under the listing rules and disclosure rules and transparency rules.
LR 3.1.1RRP
1This chapter applies to an applicant for the admission of securities.
LR 18.1.1RRP
1This chapter applies to:(1) a depositary; and(2) an issuer of the securities which are represented by certificates.
DTR 1A.4.1RRP
An issuer must pay the fees set out in DTR App 2R to the FSA when they are due.
DTR 1.3.2GRP
In gathering information under DTR 1.3.1 R, the FSA may contact the issuer, person discharging managerial responsibilities, connected person or their adviser directly. Telephone calls to and from the FSA may be recorded for regulatory purposes. The FSA may also require the issuer, person discharging managerial responsibilities, connected person or their advisers to provide information in writing.
DTR 1.3.6RRP
If an issuer is required to notify information to a RIS at a time when a RIS is not open for business, it must distribute the information as soon as possible to:(1) not less than two national newspapers in the United Kingdom;(2) two newswire services operating in the United Kingdom; and(3) a RIS for release as soon as it opens.
LR 14.2.1RRP
An applicant which is applying for a secondary listing of equity securities must comply with all of LR 2 (Requirements for listing- all securities).
LR 14.2.2RRP
(1) If an application is made for the admission of a class of shares, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public in one or more EEA States.(2) For the purposes of paragraph (1), account may also be taken of holders in one or more states that are not EEA States, if the shares are listed in the state or states.(3) For the purposes of paragraph (1), a sufficient number of shares will be taken to have been distributed
LR 10.2.11GRP
The FSA may modify these rules to require the aggregation of transactions in circumstances other than those specified in LR 10.2.10 R.Note: If an issuer is proposing to enter into a transaction that could be a Class 1 transaction or reverse takeover it is required under LR 8 to obtain the guidance of a sponsor to assess the potential application of LR 10.
LR 11.1.6RRP
LR 11.1.7 R to LR 11.1.10 R do not apply to a related party transaction if it is a transaction or arrangement:(1) of a kind referred to in paragraph 1 of LR 11 Annex 1 (a small transaction); or(2) of a kind referred to in paragraph 2 to 10 of LR 11 Annex 1 and does not have any unusual features.Note: If an issuer is proposing to enter into a transaction that could be a related party transaction it is required under LR 8 to obtain the guidance of a sponsor to assess the potential
DTR 1A.2.1RRP
(1) The FSA may dispense with, or modify, the transparency rules in such cases and by reference to such circumstances as it considers appropriate (subject to the terms of directives and the Act).(2) A dispensation or modification may be either unconditional or subject to specified conditions.(3) If an issuer, or other person has applied for, or been granted, a dispensation or modification, it must notify the FSA immediately it becomes aware of any matter which is material to the
DTR 1A.2.4GRP

An issuer or other person should consult with the FSA at the earliest possible stage if they:

  1. (1)

    are in doubt about how the transparency rules apply in a particular situation; or

  2. (2)

    consider that it may be necessary for the FSA to dispense with or modify a transparency rule.

Address for correspondence

Note: The FSA's address for correspondence in relation to the disclosure rules is:

Company Monitoring Team

Markets Division

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

Fax: 020 7066 8368
DTR 5.4.4RRP
A parent undertaking which wishes to make use of the exemption in relation to issuers subject to this chapter whose shares are admitted to trading on a regulated market must without delay, notify the following to the FSA:1(1) a list of the names of those management companies, investment firms or other entities, indicating the competent authorities that supervise them, but with no reference to the issuers concerned; and(2) a statement that, in the case of each such management company
DTR 5.4.6RRP
A parent undertaking of a management company or of an investment firm must in relation to issuers subject to this chapter whose shares are admitted to trading on a regulated market be able to demonstrate to the FSA on request that:1(1) the organisational structures of the parent undertaking and the management company or investment firm are such that the voting rights are exercised independently of the parent undertaking;(2) the persons who decide how the voting rights are exercised
PR 2.4.3RRP
Information incorporated by reference must be the latestavailable to the issuer, offeror or person requesting admission. [Note: article 11.1 PD]
PR 2.4.6EURP

Article 28 of the PD Regulation provides examples of information that may be incorporated by reference:

Arrangements for incorporation by reference

1.

Information may be incorporated by reference in a prospectus or base prospectus, notably if it is contained in one the following documents:

(1)

annual and interim financial information;

(2)

documents prepared on the occasion of a specific transaction such as a merger or demerger;

(3)

audit reports and financial statements;

(4)

memorandum and articles of association;

(5)

earlier approved and published prospectuses and/or base prospectuses;

(6)

regulated information;

(7)

circulars to security holders.

2.

The documents containing information that may be incorporated by reference in a prospectus or base prospectus or in the documents composing it shall be drawn up following the provisions of [PR 4.1 (Use of languages)].

3.

If a document which may be incorporated by reference contains information which has undergone material changes, the prospectus or base prospectus shall clearly state such a circumstance and shall give the updated information.

4.

The issuer, the offeror or the person asking for admission to trading on a regulated market may incorporate information in a prospectus or base prospectus by making reference only to certain parts of a document, provided that it states that the non-incorporated parts are either not relevant for the investor or covered elsewhere in the prospectus.

5.

When incorporating information by reference, issuers, offerors or persons asking for admission to trading on a regulated market shall endeavour not to endanger investor protection in terms of comprehensibility and accessibility of the information.
DTR 3.1.1GRP
1This chapter sets out the notification obligations of issuers, persons discharging managerial responsibilities and their connected persons in respect of transactions conducted on their own account in shares of the issuer, or derivatives or any other financial instrument relating to those shares.
LR 6.1.1RRP
1This chapter applies to an applicant for the admission of equity securities to primary listing.
LR 6.1.2GRP
An applicant for the admission of equity securities must satisfy the requirements in this chapter (in addition to those in LR 2).