Related provisions for LR 10.2.1

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LR 13.5.1RRP
Financial information, as set out in this section, must be included by a listed company in a class 1 circular if:(1) the listed company is seeking to acquire an interest in a target which will result in a consolidation of the target's assets and liabilities with those of the listed company; or(2) the listed company is seeking to dispose of an interest in a target which will result in the assets and liabilities which are the subject of the disposal2 no longer being consolidated;
LR 13.5.3ARRP
2When a listed company is acquiring an interest in a target that will be accounted for as an investment, or disposing of an interest in a target that has been accounted for as an investment, and the target'ssecurities that are the subject of the transaction are admitted to an investment exchange that enables intra-day price formation, the class 1 circular should include:(1) the amounts of the dividends or other distributions paid in the last three years; and (2) the price per
LR 13.5.3BRRP
2When a listed company is acquiring or disposing of an interest in a target that was or will be accounted for using the equity method in the listed company's annual consolidated accounts, the class 1 circular should include:(1) for an acquisition,(a) a narrative explanation of the proposed accounting treatment of the target in the issuer's next audited consolidated accounts; (b) a financial information table for the target; (c) a statement that the target financial information
LR 13.5.3CRRP
2A listed company that is entering into a class 1 transaction which falls within LR 13.5.1 R, LR 13.5.3A R or LR 13.5.3B R but cannot comply with LR 13.5.12 R (inclusion of financial information table) or, for an investment, LR 13.5.3AR (2) (inclusion of price per security and the imputed value of the entire holding), must include an appropriate independent valuation of the target in the class 1 circular.
LR 13.5.4RRP
(1) A listed company must present all financial information that is disclosed in a class 1 circular in a form that is consistent with the accounting policies adopted in its own latest annual consolidated accounts.(2) The requirement set out in (1) does not apply when financial information is presented in accordance with:22(a) DTR 4.2.6 R, in relation only to financial information for the listed company presented for periods after the end of its last published annual accounts;
LR 13.5.6RRP
A listed company must cite the source of all financial information that it discloses in a class 1 circular.
LR 13.5.7GRP
In complying with LR 13.5.6 R a listed company should:(1) state whether the financial information was extracted from accounts, internal financial accounting records, internal management accounting records, an external or other source;(2) state whether financial information that was extracted from audited accounts was extracted without material adjustment; and(3) indicate which aspects of the financial information relate to:(a) historical financial information;(b) forecast or estimated
LR 13.5.9RRP
A listed company must provide investors with all necessary information to understand the context and relevance of non-statutory figures, including a reconciliation to statutory equivalents.
LR 13.5.9ARRP
2Where a listed company includes details of estimated synergies or other quantified estimated financial benefits expected to arise from a transaction in a class 1 circular, it must also include in the class 1 circular:(1) the basis for the belief that those synergies or other quantified estimated financial benefits will arise; (2) an analysis and explanation of the constituent elements of the synergies or other quantified estimated financial benefits (including any costs) sufficient
LR 13.5.10RRP
A listed company must give audited historical financial information greater prominence in a class 1 circular than any forecast, estimated, pro forma or non-statutory financial information.
LR 13.5.11RRP
A listed company that provides a summary of financial information in a class 1 circular must include in the circular a statement that investors should read the whole document and not rely solely on the summarised financial information.
LR 13.5.12RRP
A listed company that is required by LR 13.5.1 R or LR 13.5.3BR (1)2 to produce financial information in a class 1 circular must include in the circular a financial information table.
LR 13.5.14RRP
A listed company must include, in a financial information table, financial information that covers:(1) the target; and(2) the target'ssubsidiary undertakings, if any.
LR 13.5.17ARRP
2If the target has made an acquisition or a series of acquisitions that were made during, or subsequent to, the reporting periods set out in LR 13.5.13 R the listed company must include additional financial information tables so that the financial information presented by the listed company represents at least 75% of the enlarged target for the period from the commencement of the relevant three year reporting period set out in LR 13.5.13R (1) up to the date of the acquisition
LR 13.5.18RRP
A listed company must ensure that a financial information table includes, for each of the periods covered by the table:(1) a balance sheet and its explanatory notes;(2) an income statement and its explanatory notes;(3) a cash flow statement and its explanatory notes;(4) a statement showing either all changes in equity or changes in equity other than those arising from capital transactions with owners and distributions to owners;(5) the accounting policies; and(6) any additional
LR 13.5.27RRP
(1) LR 13.5.27R (2) applies where the target is:22(a) admitted to trading on a regulated market; or2(b) a company whose securities are either listed on an investment exchange that is not a regulated market or admitted to a multilateral trading facility, where appropriate standards as regards the production, publication and auditing of financial information are in place;22and none of the financial information included in the target'sfinancial information table is subject to a modified
LR 13.5.27BRRP
2Where a listed company proposes to rely on LR 13.5.27R (1)(b), its sponsor must submit to the FCA an assessment of the appropriateness of the standards applicable to an investment exchange or multilateral trading facility against the factors set out in LR 13.5.27AG (1) to (7) and any other matters that it considers should be noted. The assessment must be submitted before or at the time the listed company submits the draft class 1 circular.
LR 13.5.30BRRP
(1) 2In the case of a class 1 disposal, a financial information table must include for the target:(a) the last annual consolidated balance sheet; (b) the consolidated income statements for the last three years drawn up to at least the level of profit or loss for the period; and(c) the consolidated balance sheet and consolidated income statement (drawn up to at least the level of profit or loss for the period) at the issuer's interim balance sheet date if the issuer has published
LR 13.5.30DGRP
2The FCA may modify LR 13.5.30BR (1)(b) and (c) where it is not possible for the listed company to provide a meaningful allocation of its costs in the target's audited consolidated income statements. The class 1 circular should contain a statement to this effect where this modification has been granted. The FCA would not normally expect to grant such modifications except in respect of non-operating costs such as finance costs and tax.
LR 13.5.32RRP
If a listed company includes a profit forecast or a profit estimate in a class 1 circular it must:(1) comply with the requirements for a profit forecast or profit estimate set out in item 11.2 of6 Annex 1 of the PR Regulation5; and(2) include a statement confirming that the profit forecast or profit estimate has been compiled and prepared on a basis which is both:6(a) comparable with the historical financial information; and6(b) consistent with the accounting policies of the listed
LR 13.5.33RRP
If, prior to the class 1 transaction, a profit forecast or profit estimate was published that:(1) relates to any of the listed company, a significant part of the listed company group, the target or a significant part of the target; and22(2) relates to financial information including the period of the forecast which has yet to be published at the date of the class 1 circular;22the listed company must either:22(3) include that profit forecast or profit estimate in the class 1 circular
LR 13.5.33BGRP
2For the purposes of LR 13.5.33R (1) a significant part of the listed company or target is any part that represents over 75% of the listed company's group or the target respectively. For these purposes the FCA will take into account factors such as the assets, profitability and market capitalisation of the business.
LR 13.5.34GRP
A listed company should consider LR 9.2.18 R regarding information that must be published after a class 1 transaction.
LR 11.1.2GRP
(1) This chapter sets out safeguards that apply to:(a) transactions and arrangements between a listed company and a related party; and(b) transactions and arrangements between a listed company and any other person that may benefit a related party.(2) The safeguards are intended to prevent a related party from taking advantage of its position and also to prevent any perception that it may have done so.
LR 11.1.3RRP
A reference in this chapter:(1) to a transaction or arrangement by a listed company includes a transaction or arrangement by its subsidiary undertaking; and(2) to a transaction or arrangement is, unless the contrary intention appears, a reference to the entering into of the agreement for the transaction or the entering into of the arrangement.
LR 11.1.4RRP
In LR, a "related party" means:(1) a person who is (or was within the 12 months before the date of the transaction or arrangement) a substantial shareholder; or(2) a person who is (or was within the 12 months before the date of the transaction or arrangement) a director or shadow director of the listed company or of any other company which is (and, if he has ceased to be such, was while he was a director or shadow director of such other company) its subsidiary undertaking or parent
LR 11.1.5RRP
In LR, a "related party transaction" means:(1) a transaction (other than a transaction in the ordinary course of business) between a listed company and a related party; or6(2) an arrangement (other than an arrangement in the ordinary course of business)6 pursuant to which a listed company and a related party each invests in, or provides finance to, another undertaking or asset; or(3) any other similar transaction or arrangement (other than a transaction in the ordinary course
LR 11.1.7RRP
If a listed company enters into a related party transaction, the listed company must:(1) make a notification in accordance with LR 10.4.1 R (Notification of class 2 transactions) that contains the details required by that rule and also:(a) the name of the related party; and(b) details of the nature and extent of the related party's interest in the transaction or arrangement;(2) send a circular to its shareholders containing the information required by LR 13.3 and LR 13.6;(3) obtain
LR 11.1.7ARRP
6If, after obtaining shareholder approval but before the completion of a related party transaction, there is a material change to the terms of the transaction, the listed company must comply again separately with LR 11.1.7 R in relation to the transaction.
LR 11.1.7CRRP
6A listed company must comply with LR 10.5.4 R in relation to a related party transaction.
LR 11.1.8GRP
If a meeting of the listed company has been called to approve a transaction or arrangement and, after the date of the notice of meeting but before the meeting itself, a party to that transaction or arrangement has become a related party, then to comply with LR 11.1.7 R the listed company should:(1) ensure that the related party concerned does not vote on the relevant resolution and that the related party takes all reasonable steps to ensure that its associates do not vote on the
LR 11.1.9GRP
LR 11.1.7 R and LR 11.1.8 G will apply to the variation or novation of an existing agreement between the listed company and a related party whether or not, at the time the original agreement was entered into, that party was a related party.
LR 11.1.10RRP
(1) This rule applies to a related party transaction if each of the percentage ratios is less than 5%, but one or more of the percentage ratios exceeds 0.25%.(2) Where this rule applies, LR 11.1.7 R does not apply but instead the listed company must:8(a) [deleted]88(b) before entering into the transaction or arrangement, obtain8 written confirmation from a sponsor7 that the terms of the proposed transaction or arrangement with the related party are fair and reasonable as far as
LR 11.1.11RRP
(1) If a listed company enters into transactions or arrangements with the same related party (and any of its associates) in any 12 month period and the transactions or arrangements have not been approved by shareholders the transactions or arrangements, including transactions or arrangements falling under LR 11.1.10 R, or small related party transactions under LR 11 Annex 1.1R (1), 6 must be aggregated.(2) If any percentage ratio is 5% or more for the aggregated transactions or
LR 12.4.1RRP
Unless a tender offer is made to all holders of the class, purchases by a listed company of less than 15% of any class of its equity shares (excluding treasury shares) pursuant to a general authority granted by shareholders, may only be made if the price to be paid is not more than the higher of:(1) 5% above the average market value of the company'sequityshares for the 5 business days prior to the day the purchase is made; and(2) that stipulated by article 5(6) of the Market Abuse
LR 12.4.2RRP
Purchases by a listed company of 15% or more of any class of its equity shares (excluding treasury shares) pursuant to a general authority by the shareholders3 must be by way of a tender offer to all shareholders of that class.
LR 12.4.2ARRP
3Purchases of 15% or more of any class of its own equity shares may be made by a listed company, other than by way of a tender offer, provided that the full terms of the share buyback have been specifically approved by shareholders.
LR 12.4.4RRP
(1) Any decision by the board to submit to shareholders a proposal for the listed company to be authorised to purchase its own equity shares must be notified to a RIS as soon as possible.(2) A notification required by paragraph (1) must set out whether the proposal relates to:(a) specific purchases and if so, the names of the persons from whom the purchases are to be made; or(b) a general authorisation to make purchases.(3) The requirement set out in paragraph (1) does not apply
LR 12.4.5RRP
A listed company must notify a RIS as soon as possible of the outcome of the shareholders' meeting to decide the proposal described in LR 12.4.4 R.
LR 12.4.6RRP
Any purchase of a listed company's own equity shares by or on behalf of the company or any other member of its group must be notified to a RIS as soon as possible, and in any event by no later than 7:30 a.m. on the business day following the calendar day on which the purchase occurred. The notification must include:(1) the date of purchase;(2) the number of equity shares purchased;(3) the purchase price for each of the highest and lowest price paid, where relevant;(4) the number
LR 12.4.7RRP
Unless LR 12.4.8 R applies, a company with listed securities convertible into, or exchangeable for, or carrying a right to subscribe for equity shares of the class proposed to be purchased must (prior to entering into any agreement to purchase such shares):(1) convene a separate meeting of the holders of those securities; and(2) obtain their approval for the proposed purchase of equity shares by a special2 resolution.2
LR 12.4.8RRP
LR 12.4.7 R does not apply if the trust deed or terms of issue of the relevant securities authorise the listed company to purchase its own equity shares.
LR 12.4.10GRP
A listed company intending to enter into a transaction that would have an effect on the company similar to that of a purchase of own equity shares should consult with the FCA to discuss the application of LR 12.4.
LR 10.8.1GRP
(1) A listed company in severe financial difficulty may find itself with no alternative but to dispose of a substantial part of its business within a short time frame to meet its ongoing working capital requirements or to reduce its liabilities. Due to time constraints it may not be able to prepare a circular and convene an extraordinary general meeting to obtain prior shareholder approval.(2) The FCA may modify the requirements in LR 10.5 to prepare a circular and to obtain shareholder
LR 10.8.2GRP
The listed company should demonstrate to the FCA that it could not reasonably have entered into negotiations earlier to enable shareholder approval to be sought.
LR 10.8.3GRP
The following documents should be provided in writing to the FCA:(1) confirmation from the listed company that:(a) negotiation does not allow time for shareholder approval;(b) all alternative methods of financing have been exhausted and the only option remaining is to dispose of a substantial part of their business;(c) by taking the decision to dispose of part of the business to raise cash, the directors are acting in the best interests of the company and shareholders as a whole
LR 10.8.4GRP
An announcement should be notified to a RIS no later than the date the terms of the disposal are agreed and should contain:(1) all relevant information required to be notified under LR 10.4.1 R;(2) the name of the acquirer and the expected date of completion of the disposal;(3) full disclosure about the continuing groups prospects for at least the current financial year;(4) a statement that the directors believe that the disposal is in the best interests of the company and shareholders
LR 10.8.5GRP
The announcement should contain any further information that the company and its sponsors consider necessary. This should incorporate historical price sensitive information, which has already been published in relation to the disposal along with any further information required to be disclosed under articles 17 and 18 of the Market Abuse Regulation4.
LR 10.8.7GRP
In relation to the listed company's financial position, articles 17 and 18 of the Market Abuse Regulation continue4 to apply while the company is seeking a modification.
LR 10.8.8GRP
The directors should also consider whether the listed company's financial situation is such that they should request the suspension of its listing pending publication of an announcement and clarification of its financial position.
LR 10.8.9GRP
(1) When a listed company enters into a joint venture it should consider how this chapter applies.(2) It is common, when entering into a joint venture, for the partners to include exit provisions in the terms of the agreement. These typically give each partner a combination of rights and obligations to either sell their own holding or to acquire their partner's holding should certain triggering events occur.(3) If the listed company does not retain sole discretion over the event
LR 10.7.1RRP
LR 10 Annex 1 is modified as follows in relation to acquisitions or disposals of property by a listedproperty company:(1) for the purposes of paragraph 2R(1) (the gross assets test), the assets test is calculated by dividing the transaction consideration by the gross assets of the listedproperty company and paragraphs 2R(5) and 2R(6) do not apply;(2) for the purposes of paragraph 2R(1) (the gross assets test), if the transaction is an acquisition of land to be developed, the assets
LR 10.7.2RRP
(1) In addition to the tests in LR 10 Annex 1, if the transaction is an acquisition of property by a listedproperty company and any of the consideration is in the equity shares1 of that company, the listed company must determine the percentage ratios that result from the calculations under the test in (2).11(2) The share capital test is calculated by dividing the number of consideration shares to be issued by the number of equity shares1 in issue (excluding treasury shares).1
LR 10.7.3RRP
LR 10 does not apply to the acquisition or disposal by a listedproperty company of a property in the ordinary course of business which:(1) for an acquisition, will be classified as a current asset in the company's published accounts; or(2) for a disposal, was so classified in the company's published accounts.
LR 10.7.4GRP
LR 10 may apply to subsequent transfers of property assets from current to fixed assets or from fixed to current assets in the accounts of a property company.
LR 10.7.5RRP
(1) In addition to the tests in LR 10 Annex 1, a listedmineral company undertaking a transaction involving significant mineral resources or rights to significant mineral resources2 must determine the percentage ratios that result from the calculations under the test in paragraph (2).(2) The reserves test is calculated by dividing the volume or amount of the proven reserves and probable reserves to be acquired or disposed of by the volume or amount of the aggregate proven reserves
LR 10.7.8GRP
A listedscientific research based company undertaking a transaction should consult the FCA at an early stage to determine whether industry specific tests are required instead of or in addition to the class tests in LR 10 Annex 1.
LR 13.1.2RRP
A listed company must ensure that circulars it issues to holders of its listedequity shares3 comply with the requirements of this chapter.
LR 13.1.3RRP
Information may be incorporated in a circular issued by a listed company5 by reference to relevant information contained in:(1) an approved prospectus or listing particulars of that listed company; or55(2) any other published document of that listed company5 that has been filed with the FCA.
LR 13.1.4RRP
Information incorporated by reference must be the latest available to the listed company.
LR 13.1.7GRP
4The FCA may authorise the omission of information required by LR 13.3 to LR 13.6, LR 13.8 and LR 13 Annex 1, if it considers that disclosure of that information would be contrary to the public interest or seriously detrimental to the listed company, provided that that omission would not be likely to mislead the public with regard to facts and circumstances, knowledge of which is essential for the assessment of the matter covered by the circular.
LR 13.1.8RRP
4A request to the FCA to authorise the omission of specific information in a particular case must:(1) be made in writing by the listed company;(2) identify the specific information concerned and the specific reasons for the omission; and(3) state why in the listed company's opinion one or more grounds in LR 13.1.7 G apply.
LR 10.2.4RRP
(1) Any agreement or arrangement with a party (other than a wholly owned subsidiary undertaking of the listed company):(a) under which a listed company agrees to discharge any liabilities for costs, expenses, commissions or losses incurred by or on behalf of that party, whether or not on a contingent basis;(b) which is exceptional; and(c) under which the maximum liability is either unlimited, or is equal to or exceeds an amount equal to 25% of the average of the listed company's
LR 10.2.7RRP
(1) Sums payable pursuant to break fee arrangements3 in respect of a transaction are to be treated as a class 1 transaction if the total value of those sums 3exceeds:33(a) if the listed company is being acquired, 1% of the value of the listed company calculated by reference to the offer price; and(b) in any other case, 1% of the market capitalisation of the listed company.(1A) 3The total value of sums payable pursuant to break fee arrangements for the purpose of paragraph (1)
LR 10.2.8RRP
If:(1) a major subsidiary undertaking of a listed company issues equity shares for cash or in exchange for other securities or to reduce indebtedness;(2) the issue would dilute the listed company's percentage interest in the major subsidiary undertaking; and(3) the economic effect of the dilution is equivalent to a disposal of 25% or more of the aggregate of the gross assets or profits (after the deduction of all charges except taxation) of the group;the issue is to be treated
LR 10.2.9RRP
LR 10.2.8 R does not apply if the major subsidiary undertaking is itself a listed company.
LR 8.5.1RRP
A listed company or applicant must ensure that1 the FCA is informed 1promptly of the name and contact details of any 2sponsor appointed in accordance with the listing rules (either by the listed company or applicant or by the sponsor itself)1.12
LR 8.5.2RRP
(1) A listed company or applicant must notify the FCA in writing immediately of the resignation or dismissal of any sponsor that it had appointed.(2) In the case of a dismissal, the reasons for the dismissal must be included in the notification.(3) The notification must be copied to the sponsor.
LR 8.5.3RRP
Where a listed company or applicant appoints more than one sponsor to provide a sponsor service4, the company must:(1) ensure that one sponsor4 takes responsibility for contact with the FCA in respect of administrative arrangements for the sponsor service4; and244(2) inform the FCA promptly4, in writing, of the name and contact details of the sponsor taking responsibility under (1).44
LR 7.1.1RRP
345(1) The Listing Principles in LR 7.2.1 R apply to every listed company in respect of all its obligations arising from the listing rules, disclosure requirements6, transparency rules and corporate governance rules.5(2) In addition to the Listing Principles referred to in (1), the Premium Listing Principles in LR 7.2.1A R apply to every listed company with a premium listing7in respect of all its obligations arising from the listing rules, disclosure requirements6, transparency
LR 7.1.2GRP
The purpose of the Listing Principles and the Premium Listing Principles5 is to ensure that listed companies pay due regard to the fundamental role they play in maintaining market confidence and ensuring fair and orderly markets.
LR 7.1.3GRP
The Listing Principles and, if applicable, the Premium Listing Principles5 are designed to assist listed companies in identifying their obligations and responsibilities under the listing rules, disclosure requirements6, transparency rules and corporate governance rules.5 The Listing Principles and Premium Listing Principles5 should be interpreted together with relevant rules and guidance which underpin the Listing Principles and the Premium Listing Principles.55
LR 10.5.1RRP
A listed company must, in relation to a class 1 transaction:(1) comply with the requirements of LR 10.4 (Class 2 requirements) for the transaction;(2) send an explanatory circular to its shareholders and obtain their prior approval in a general meeting for the transaction; and(3) ensure that any agreement effecting the transaction is conditional on that approval being obtained.Note: LR 13 sets out requirements for the content and approval of class 1 circulars.
LR 10.5.2RRP
1If, after obtaining shareholder approval but 2before the completion of a class 1 transaction or a reverse takeover, there is a material change to the terms of the transaction, the listed company must comply again separately with LR 10.5.1 R in relation to the transaction.2
LR 10.5.4RRP
(1) 2If a listed company becomes aware of a matter described in (2) after the publication of a circular that seeks shareholder approval for a transaction expressly requiring a vote by the listing rules, but before the date of a general meeting, it must, as soon as practicable:(a) advise the FCA of the matters of which it has become aware; and(b) send a supplementary circular to holders of its listedequity shares providing an explanation of the matters referred to in (2).(2) The
LR 13.8.11RRP
A circular to shareholders about the approval of an employee's share scheme or long-term incentive scheme must:(1) include either the full text of the scheme or a description of its principal terms;(2) include, if directors of the listed company are trustees of the scheme, or have a direct or indirect interest in the trustees, details of the trusteeship or interest;(3) state that the provisions (if any) relating to:(a) the persons to whom, or for whom, securities, cash or other
LR 13.8.17RRP
8Where a listed company has a controlling shareholder, a circular to shareholders relating to the election or re-election of an independent director must include:(1) details of any existing or previous relationship, transaction or arrangement the proposed independent director has or had with the listed company, its directors, any controlling shareholder or any associate of a controlling shareholder or a confirmation that there have been no such relationships, transactions or
LR 13.8.18RRP
8In relation to a listed company which did not previously have a controlling shareholder, LR 13.8.17 R does not apply to a circular sent to shareholders within a period of 3 months from the event that resulted in a person becoming a controlling shareholder of the listed company.
LR 9.3.6RRP
A listedcompany must ensure that, in addition to its obligations under the Companies Act 2006,3 a proxy form:(1) [deleted]33(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); and333(3) [deleted]33(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
LR 9.3.9RRP
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)2:22(1) sanctions may not take effect earlier than 14 days after service of the notice;(2) for a shareholding of less than 0.25% of the shares of a particular class (calculated exclusive of treasury shares), the only
LR 9.3.11RRP
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:78887(1) existing holders of that class of equity shares (other than the listed company itself by virtue of it holding treasury shares); and(2) holders of other equity shares of the listed company who are entitled to be offered them.
LR 9.3.12RRP
LR 9.3.11 R does not apply to:8(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 of equity securities78 or sale of treasury shares that are equity shares
LR 13.2.1RRP
A listed company must not circulate or publish any of the following types of circular unless it has been approved by the5FCA:55(1) a class 1 circular; or5(2) a related party circular; or5(3) a circular that proposes the purchase by a listed company of its own shares which is required by LR 13.7.1R (2) to include a working capital statement; or5[Note: LR 12.4.10 G](4) a circular that proposes a reconstruction or a refinancing of a listed company which is required by LR 9.5.12
LR 13.2.4RRP
The following documents (to the extent applicable) must be lodged with the FCA in final form before it will approve a circular:(1) a Sponsors Declaration for the Production of a Circular completed by the sponsor;(2) for a class 1 circular or related party circular, a letter setting out any items of information required by this chapter that are not applicable in that particular case; and4(3) [deleted]4(4) any other document that the FCA has sought in advance from the listed company
LR 13.2.10RRP
3A listed company must send a circular to holders of its listedequity shares as soon as practicable after it has been approved.
LR 7.2.1RRP

The Listing Principles are as follows:

Listing3 Principle 1

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

3

Listing3 Principle 2

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

3

Principle 3

[deleted]3

3

Principle 4

[deleted]3

3

Principle 5

[deleted]3

3

Principle 6

[deleted]3

3
LR 7.2.1ARRP

3The Premium Listing Principles are as follows:

Premium Listing Principle 1

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

Premium Listing Principle 2

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

LR 7.2.2GRP
Listing Principle 13 is intended to ensure that listed companies have adequate procedures, systems and controls to enable them to comply with their obligations under the listing rules, disclosure requirements4, transparency rules and corporate governance rules.3 In particular, the FCA considers that listed companies should place particular emphasis on ensuring that they have adequate procedures, systems and controls in relation to, where applicable:333(1) identifying whether any
LR 7.2.3GRP
Timely and accurate disclosure of information to the market is a key obligation of listed companies. For the purposes of Listing Principle 13, a listed company should have adequate systems and controls to be able to:3313(1) ensure that it can properly identify information which requires disclosure under the listing rules, disclosure requirements4, transparency rules or corporate governance rules3 in a timely manner; and3(2) ensure that any information identified under (1) is properly
LR 12.6.3RRP
If by virtue of its holding treasury shares, a listed company is allotted shares as part of a capitalisation issue, the company must notify a RIS as soon as possible and in any event by no later than 7:30 a.m. on the business day following the calendar day on which allotment occurred of the following information:(1) the date of the allotment;(2) the number of shares allotted;(3) a statement as to what number of shares allotted have been cancelled and what number is being held
LR 12.6.4RRP
Any sale for cash, transfer for the purposes of or pursuant to an employees' share scheme or cancellation of treasury shares that represents over 0.5% of the listed company'sshare capital 2 must be notified to a RIS as soon as possible and in any event by no later than 7:30 a.m. on the business day following the calendar day on which the sale, transfer or cancellation occurred. The notification must include:2(1) the date of the sale, transfer or cancellation;(2) the number of
LR 12.1.2RRP
This chapter contains rules applicable to a listed company that:(1) purchases its own equity shares; or(2) purchases its own securities other than equity shares; or(3) sells or transfers treasury shares; or(4) [deleted]4(5) purchases its own securities from a related party.
LR 12.1.3RRP
LR 12.2 to LR 12.5 do not apply to a transaction entered into:(1) in the ordinary course of business by a securities dealing business; or(2) on behalf of third parties either by the company or any member of its group;if the listed company has established and maintains effective Chinese walls between those responsible for any decision relating to the transaction and those in possession of inside information relating to the listed company.
LR 10.4.1RRP
(1) A listed company must notify a RIS as soon as possible after the terms of a class 2 transaction are agreed.(2) The notification must include:(a) details of the transaction, including the name of the other party to the transaction;(b) a description of the business carried on by, or using, the net assets the subject of the transaction;(c) the consideration, and how it is being satisfied (including the terms of any arrangements for deferred consideration);(d) the value of the
LR 10.4.2RRP
(1) A listed company must notify a RIS as soon as possible if, after the notification under LR 10.4.1 R, it becomes aware that:(a) there has been a significant change affecting any matter contained in that earlier notification; or(b) a significant new matter has arisen which would have been required to be mentioned in that earlier notification if it had arisen at the time of the preparation of that notification.(2) The supplementary notification must give details of the change
LR 8.3.4RRP
Where, in relation to a sponsor service,1 a sponsor gives any guidance or advice to a listed company or applicant on 1 the application or interpretation of the listing rules or disclosure requirements7 and transparency rules2, the sponsor must take reasonable steps to satisfy itself that the director or directors of the listed company understand their responsibilities and obligations 1under the listing rules and disclosure requirements7 and transparency rules.21112112
LR 8.3.14RRP
1If a listed company or applicant appoints more than one sponsor to provide a sponsor service6 then:6(1) the appointment does not relieve either of the appointed sponsors of their obligations under LR 8; and(2) the sponsors are each responsible for complying with the obligations under LR 8 .66
LR 8.3.15GRP
6If a listed company or applicant appoints more than one sponsor to provide a sponsor service, the FCA expects the sponsors to co-operate with each other in relation to the sponsor service, including by establishing arrangements for the sharing of information as appropriate having regard to the sponsor service.
LR 13.7.1RRP
(1) A circular relating to a resolution proposing to give the company authority to purchase its own equity securities must also include:(a) if the authority sought is a general one, a statement of the directors' intentions about using the authority;(b) if known, the method by which the company intends to acquire its equity shares and the number to be acquired in that way;(c) a statement of whether the company intends to cancel the equity shares or hold them in treasury;(d) if
LR 13.7.1AGRP
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.