Related provisions for LR 13.1.10
41 - 60 of 62 items.
Where, within a period of 12 months,
a listed company purchases
warrants or options over its own equity shares which,
on exercise, convey the entitlement to equity
shares representing 15% or more of the company's existing
issued shares (excluding treasury shares), the company must
send to its shareholders a circular containing
the following information:(1) a statement of the directors' intentions regarding future purchases
of the company's warrants and
options;(2) the number and
The issuer must also include with a request to cancel the listing of its securities the following:(1) if the cancellation is to take effect after the completion of the compulsory acquisition procedures under Chapter 3 of Part 281 of the Companies Act 20061, a copy of the notice sent to dissenting shareholders of the offeree together with written confirmation that there have been no objections made to the court within the prescribed period;11(2) for a cancellation referred to in
(1) Changes may be significant depending in each case on their degree of materiality and effect on the scheme and its unitholders. Consequently the authorised fund manager will need to determine whether in each case a particular change is significant in nature or not.(2) For the purpose of COLL 4.3.6 R a significant change is likely to include:(a) a change in the method of price publication;(b) a change in any operational policy such as dilution policy or allocation of payments
A related party circular must also include:(1) in all cases the following information referred to in the PR Regulation4 relating to the company:Paragraph of Annex 1 of the PR Regulation4;(a) Annex 1 item 4.14 – Issuer name;(b) Annex 1 item 4.44 – Issuer address;(c) Annex 1 item 16.14 – Major shareholders;(d) Annex 1 item 18.7.14 – Significant changes in the issuer’s financial position4;(e) Annex 1 item 20.14 – Material contracts (if it is information which shareholders of the
In addition to the requirements in LR 9.8 (Annual financial report), a closed-ended investment fund must include in its annual financial report:(1) a statement (including a quantitative analysis) explaining how it has invested its assets with a view to spreading investment risk in accordance with its published investment policy; (2) a statement, set out in a prominent position, as to whether in the opinion of the directors, the continuing appointment of the investment manager
1The FCA is given power to receive the same information as creditors are entitled to receive in the winding up, administration, receivership or voluntary arrangement of an authorised person, of appointed representatives and of persons who have carried out a regulated activity while unauthorised. The FCA is also entitled to attend and make representation at any creditors' meeting or (where relevant) creditors' committee meeting taking place in those regimes. When it decides whether
2Where a person who is a shareholder has contravened one or more relevant transparency provisions (as defined in section 89NA(11) of the Act) in respect of shares in a company admitted to trading on a regulated market and the FCA considers the breach to be serious, the FCA may apply to the Court for an order suspending that person’s voting rights as set out in section 89NA of the Act.
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) the shareholdings of substantial shareholders in the listed company before and after the proposed transaction; and(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.
(1) Unless a unit in the authorised fund is a participating security, in this section "unitholders" means unitholders as at a cut-off date selected by the authorised fund manager which is a reasonable time before notices of the relevant meeting are sent out.(2) If any unit in the authorised fund is a participating security, a registered unitholder of such a unit is entitled to receive a notice of a meeting or a notice of an adjourned meeting under COLL 4.4.5 R (Notice of general
The FCA is aware that many issuers provide unpublished information to
third parties such as analysts, employees, credit rating agencies, finance
providers and major shareholders, often in response to queries from such parties.
The fact that information is unpublished does not in itself make it inside information. However, unpublished
information which amounts to inside information is
only permitted to be disclosed in accordance with the requirements of the Market Abuse Regula
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) whether the modification or emphasis-of-matter paragraph3 is significant to shareholders;(2) if the modification or emphasis-of-matter paragraph3 is significant to shareholders, the reason for its significance; and(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
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 listedsecurities5. |
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 listedsecurities and its5listedequity shares that are in the same position equally in respect of the rights attaching to those premium listedsecurities and5listedequity shares. |
Premium Listing Principle 6 |
A listed company must communicate information to holders and potential holders of its premium listedsecurities and its5listedequity shares in such a way as to avoid the creation or continuation6 of a false market in those premium listedsecurities and5listedequity shares. |
Every circular sent by a listed company to holders of its listed securities must:(1) provide a clear and adequate explanation of its subject matter giving due prominence to its essential characteristics, benefits and risks;(2) state why the security holder is being asked to vote or, if no vote is required, why the circular is being sent;(3) if voting or other action is required, contain all information necessary to allow the security holders to make a properly informed decision;(4)
A listed company must notify a RIS of any change to the board including:(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) 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) important changes to the
(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 public6.(2) [deleted]6(3) For the purposes of paragraph (1), a sufficient number of shares will be taken to have been distributed to the public when 25% of the shares for which application for admission has been made are in public hands.5(4) 5For the purposes of paragraphs (1), (2) and (3), shares are
(1) (a) 3This section deals with matters relating to the register of unitholders of units in an AUT or ACS including its establishment and contents.(b) 3The authorised fund manager or depositary may be responsible for the register.(c) 3In any event, the person responsible for the register must be stated in the trust deed or contractual scheme deed and this section details what his duties are.(d) 3The provisions relating to documents evidencing title to units3are dependent on the
(1) [deleted]2(2) Selective2 disclosure cannot be made to any person simply
because they owe the issuer a
duty of confidentiality. For example, an issuer contemplating
a major transaction which requires shareholder support or which could significantly
impact its lending arrangements or credit-rating may selectively disclose
details of the proposed transaction to major shareholders, its lenders and/or
credit-rating agency as long as the recipients are bound by a duty of confidentiality.
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