Related provisions for LR 10.2.2A
1 - 12 of 12 items.
A reverse takeover is a transaction, whether effected by way of a direct acquisition by the issuer or a subsidiary, an acquisition by a new holding company of the issuer or otherwise, of a business, a company or assets:(1) where any percentage ratio is 100% or more; or (2) which in substance results in a fundamental change in the business or in a change in board or voting control of the issuer.When calculating the percentage ratio, the issuer should apply the class tests.
Where the issuer'slisting is cancelled following completion of a reverse takeover, the issuer must re-apply for the listing of the shares or certificates representing equity securities and satisfy the relevant requirements for listing, except that for an issuer with a premium listing, LR 6.1.3 R (1)(b) and LR 6.1.3 R (1)(e) will not apply in relation to the issuer's accounts.
Where an issuer acquires the shares or certificates representing equity securities of a target with a different listing category from its own and the issuer wishes to maintain its existing listing category, the FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if: (1) the issuer will continue to be eligible for its existing listing category following completion of the transaction;(2) the issuer provides an eligibility letter
The FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if the target is listed with a different listing category from that of the issuer and the issuer wishes to transfer its listing to a different listing category in conjunction with the acquisition and the issuer as enlarged by the relevant acquisition complies with the relevant requirements of LR 5.4A to transfer to a different listing category.
9LR 5.2.5 R does not apply to the cancellation of equity shares with a premium listing in the case of a takeover offer if:(1) the offeror or any controlling shareholder who is an offeror is interested in more than 50% of the voting rights of an issuer before announcing its firm intention to make its takeover offer;(2) the offeror has by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the voting
1LR 5.2.5 R and LR 5.2.8 R do not apply to the cancellation of equity shares as a result of:4556(1) a takeover or restructuring of the issuer effected by a scheme of arrangement under Part 26 of the Companies Act 20063; or 23(2) an administration or liquidation of the issuer pursuant to a court order under the Insolvency Act 1986, Building Societies Act 1986,Water Industry Act 1991, Banking Act 2009,Energy Act 2011 or the Investment Bank Special Administration Regulations 2011;
6A sponsor acting on a reverse takeover where the issuer decides to make a disclosure announcement under LR 5.6.15 G must:(1) submit to the FCA under LR 5.6.17 R a completed Sponsor’s Declaration for a Reverse Takeover Announcement7;(2) not submit to the FCA the Sponsor’s Declaration for a Reverse Takeover Announcement7 unless it has come to a reasonable opinion, after having made due and careful enquiry, that it is reasonable for the issuer to provide the declarations described
Commission Delegated Regulation (EU) No 382/2014 supplementing Directive 2003/71/EC of the European Parliament and of the Council with regard to regulatory technical standards for publication of supplements to the prospectus provides that:Recital 5It is not possible to identify all the situations in which a supplement to the prospectus is required as this may depend on the issuer and securities involved. Therefore, it is appropriate to specify the minimum situations where a supplement
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
1The following schedules and building blocks and tables of combinations are copied from the PD Regulation:6[Note: See transitional provisions in Regulation (EU) No 862/2012 and Regulation (EU) No 759/20137]ANNEX IMinimum Disclosure Requirements for the Share Registration Document (schedule)71.PERSONS RESPONSIBLE1.1.All persons responsible for the information given in the Registration Document and, as the case may be, for certain parts of it, with, in the latter case, an indication
1Note: The following definitions relevant to the listing rules are extracted from the Glossary.ActThe Financial Services and Markets Act 2000.admission or admission to listing admission of securities to the official list .admission to tradingadmission of securities to trading on an RIE's market for listedsecurities.advertisement(as defined in the PD Regulation) announcements:(a)relating to a specific offer to the public of securities or to an admission to trading on a regulated