Related provisions for LR 13.8.12

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LR 13.8.2RRP
A circular relating to a resolution proposing to disapply pre-emption rights provided by LR 9.3.11 R must include:77123772377(1) a statement of the maximum amount of equity securities which the disapplication will cover; and(2) if there is a general disapplication for equity securities for cash made otherwise than to existing shareholders in proportion to their existing holdings, the percentage which the amount generally disapplied represents of the total equity5 share capital
LR 13.8.6RRP
(1) A circular containing an offer to shareholders of the right to elect to receive shares instead of all or part of a cash dividend must include:(a) a statement of the total number of shares that would be issued if all eligible shareholders were to elect to receive shares for their entire shareholdings, and the percentage which that number represents of the equity shares (excluding treasury shares) in issue at the date of the circular;(b) in a prominent position, details of the
LR 13.8.7RRP
(1) A circular relating to any proposal where shareholders are entitled to complete a mandate in order to receive shares instead of future cash dividends must include:(a) the information in LR 13.8.6R (1)(d) and (f)1;1(b) the basis of the calculation of the number of shares to be offered instead of cash;(c) a statement of last date for lodging notice of participation or cancellation in order for that instruction to be valid for the next dividend;(d) details of when adjustment
LR 13.8.9GRP
A circular or other document convening an annual general meeting where special business is proposed will need to comply with all of LR 13.3.1 R (including paragraphs (4), (5) and (6) 1in respect of special business).1
LR 13.8.10RRP
A circular to shareholders about proposed amendments to the constitution must include:(1) an explanation of the effect of the proposed amendments; and(2) either the full terms of the proposed amendments, or a statement that the full terms will be available for inspection:(a) from the date of sending the circular until the close of the relevant general meeting at a place in or near the City of London or such other place as the FCA may determine; and(b) at the place of the general
LR 13.8.11RRP
A circular to shareholders about the approval of an employee'sshare 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 13.8.14RRP
A circular to shareholders about proposed amendments to an employees' share scheme or a long-term incentive scheme must include:(1) an explanation of the effect of the proposed amendments; and(2) the full terms of the proposed amendments, or a statement that the full text of the scheme as amended will be available for inspection.
LR 13.8.15RRP
If shareholders' approval is required by LR 9.4.4 R, the circular to shareholders must include the following information:(1) details of the persons to whom the options, warrants or rights are to be granted; and(2) a summary of the principal terms of the options, warrants or rights.
LR 13.8.16RRP
(1) A circular to holders of listed securities convertible into shares reminding them of the times when conversion rights are exercisable must include:(a) the date of the last day for lodging conversion forms and the date of the expected sending of the certificates;(b) a statement of the market values for the securities on the first dealing day in each of the six months before the date of the circular and on the latest practicable date before sending the circular;(c) the basis
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 13.5.3DGRP
2The FCA may dispense with the requirement for an independent valuation under LR 13.5.3C R if it considers that this would not provide useful information for shareholders, in which case the class 1 circular must include such information as the FCA specifies.
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 13.1.6RRP
When information is incorporated by reference, a cross reference list must be provided in the circular to enable security holders to identify easily specific items of information. The cross reference list must specify where the information can be accessed by security holders.
LR 13.1.9RRP
5A supplementary circular must be sent to holders of listedequity shares no later than 7 days prior to the date of a meeting at which a vote which is expressly required under the listing rules will be taken.
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 13.4.2RRP
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
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.
LR 17.3.12RRP
(1) An issuer must ensure that any circular it issues to holders of its listed securities relating to a resolution proposing to redeem listed securities before their due date for redemption includes:(a) an explanation of the reasons for the early redemption;(b) a statement of the market values for the securities on the first dealing day in each of the six months before the date of the circular and on the latest practicable date before sending the circular;(c) a statement of any
LR 13.6.1RRP
A related party circular must also include:(1) in all cases the following information referred to in the PD Regulation relating to the company:Paragraph of Annex 1 of the PD Regulation;(a) Annex 1 item 5.1.1 – Issuer name;(b) Annex 1 item 5.1.4 – Issuer address;(c) Annex 1 item 18.1 – Major shareholders;(d) Annex 1 item 20.9 – Significant changes;(e) Annex 1 item 22 – Material contracts (if it is information which shareholders of the company would reasonably require to make a