Related provisions for LR 8.6.1

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LR 8.6.2RRP
A person wanting to provide services as a sponsor , and to be included on the list of sponsors, must apply to the FSA for approval as a sponsor by submitting the following to the Sponsor Supervision Team at the FSA address:(1) a completed Sponsor Firm Application Form;(2) completed Sponsor Employee Application Forms; and(3) the application fee set out in 1FEES 31.[Note: The Sponsor's Firm Application Form and the Sponsor Employee Application Formcan be found on the UKLA section
LR 8.6.3RRP
A person wanting to provide services as a sponsor and be included on the list of sponsors must also submit:(1) all additional documents, explanations and information as required by the FSA; and(2) verification of any information in such a manner as the FSA may specify.
LR 8.6.4GRP
When considering an application for approval as a sponsor the FSA may:(1) carry out any enquiries and request any further information which it considers appropriate, including consulting other regulators;(2) request that the applicant or its specified representative answer questions and explain any matter the FSA considers relevant to the application;(3) take into account any information which it considers appropriate in relation to the application.22(4) [deleted]22[Note: The
LR 8.6.5RRP
The FSA will approve a person as a sponsor only if it is satisfied that the person is:(1) an authorised person or a member of a designated professional body;(2) competent to perform the services set out in LR 8.2, LR 8.3 and LR 8.4; and(3) has adequatesystems and controls in place to ensure that it cancarry out its role as a sponsor.
LR 8.6.7RRP
A sponsor will be competent to perform the services set out in LR 8.2, LR 8.3 and LR 8.4 if it has a broad range of relevant experience and expertise in providing advice to listed companies and on the listing rules.
LR 8.6.13GRP
The nature and extent of the systems and controls which a sponsor will need to maintain will depend upon a variety of factors including:(1) the nature, scale and complexity of its business;(2) the diversity of its operations;(3) the volume and size of the transactions it undertakes;and(4) the volume and size of the transactions it anticipates undertaking in the following year.
LR 8.7.1GRP
The FSA expects to have an open, co-operative and constructive relationship with a sponsor to enable it to have a broad picture of the sponsor's activities and its ability to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R.
LR 8.7.2GRP
The FSA uses a variety of tools to monitor whether a sponsor:(1) continues to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R; and(2) remains in compliance with all applicable listing rules.
LR 8.7.3GRP
FSA staff, after notifying the sponsor, may make supervisory visits to a sponsor on a periodic and an ad hoc basis.
LR 8.7.4GRP
The FSA will give reasonable notice to a sponsor of requests for meetings or requests for access to a sponsor's documents and records.
LR 8.7.5GRP
The FSA, on behalf of other regulators, may request information from a sponsor or pass information on to other regulators to enable such regulators to discharge their functions.
LR 8.7.7RRP
A sponsor must provide to the FSA on an annual basis:(1) written confirmation that it continues to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R;(2) an up to date list of employees that are suitably experienced on whom the sponsor can rely to demonstrate that it satisfies the criteria set out in LR 8.6.5 R;(3) for each employee whose name is on the list maintained by the sponsor under LR 8.6.15 R, details of the transactions on which the employee has
LR 8.7.8RRP
A sponsor must notify the FSA in writing as soon as possible if:(1) the sponsor ceases to satisfy the criteria for approval as a sponsor set out in LR 8.6.5 R; or(2) the sponsor, or any of its employees whose names are on the list maintained by the sponsor under LR 8.6.15 R, are:(a) convicted of any offence involving fraud, theft or other dishonesty; or(b) the subject of a bankruptcy proceeding, a receiving order or an administration order; or(3) any of its employees whose names
LR 8.7.10GRP
Written notifications should be sent to the Sponsor Supervision Team at the FSA's address.
LR 8.7.20GRP
EG3 sets out the FSA's policy on when and how it will use its disciplinary powers, including 3 in relation to a sponsor.3
LR 8.7.21GRP
A sponsor that intends to request the FSA to cancel its approval as a sponsor will need tocomply with LR 8.7.22 R.
LR 8.7.22RRP
A request by a sponsor for its approval as a sponsor to be cancelled must be in writing and must include:(1) the sponsor's name;(2) a clear explanation of the background and reasons for the request;(3) the date on which the sponsor requests the cancellation to take effect, after having taken into account LR 8.7.24G (2);(4) a signed confirmation that the sponsor will not participate in any services described in LR 8.2 as of the date the request is submitted to the FSA; and(5) the
LR 8.3.1RRP
Where a sponsor has been appointed under LR 8.2 by a listed company or an applicant, a sponsor must:(1) provide assurance to the FSA when required that the responsibilities of the listed company or applicant under the listing rules have been met; and(2) guide the listed company or applicant in understanding and meeting its responsibilities under the listing rules anddisclosure rules and transparency rules.
LR 8.3.2GRP
A sponsor will be the main point of contact with the FSA for any matter where the sponsor has been appointed by a listed company or applicant. The FSA expects to discuss all issues relating to a transaction and any draft or final document directly with the sponsor. However, in appropriate circumstances, the FSA will communicate directly with the listed company or applicant.
LR 8.3.5RRP
A sponsor must:(1) deal with the FSA in an open and co-operative way;(2) deal with all enquiries raised by the FSA promptly.; and(3) disclose to the FSA in a timely manner any material information relating to the sponsor or to a listed company or applicant of which it has knowledge which addresses non-compliance with the listing rules or disclosure rules and transparency rules.
LR 8.4.2RRP
A sponsor must not submit to the FSA an application on behalf of an applicant, in accordance with LR 3, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is not, or will not be, the
LR 8.4.3RRP
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FSA either:(a) on the day the FSA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or(b) at a time agreed with the FSA, if the FSA is not approving the prospectus or if it is determining whether a document is an equivalent document1;(2) submit a completed a Shareholder Statement or a Pricing Statement, as applicable, to
LR 8.4.4GRP
Depending on the circumstances of the case, a sponsor providing services to an applicant on an application for admission to listing may have to confirm in writing to the FSA that the board of the applicant has allotted the equity securities. [Note: see LR 3.3.4 R]
LR 8.4.8RRP
A sponsor must not submit to the FSA an application on behalf of an applicant, in accordance with LR 3 (Listing applications), unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is
LR 8.4.9RRP
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FSA either:(a) on the day the FSA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or11(b) at a time agreed with the FSA if the FSA is not approving the prospectus or if it is determining whether a document is an equivalent document1;(2) submit a completed Shareholder Statement or aPricing Statement, as applicable, to the
LR 8.4.10GRP
Depending on the circumstances of the case, a sponsor providing services to an applicant on an application for admission to listing may have to confirm in writing to the FSA the number of securities to be allotted or admitted1. [Note: see LR 3.31]11
LR 8.4.12RRP
A sponsor must not submit to the FSA, on behalf of a listed company, an application for approval ofa circular regarding a transaction set out in LR 8.4.11 R, unless the sponsor has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the listed company has satisfied all requirements of the listing rules relevant to the production of a class 1 circular or other circular;(2) the transaction will not have an adverse impact on the listed company's ability
LR 8.4.13RRP
A sponsor acting on a transaction falling within LR 8.4.11 R must:(1) submit a completed Sponsor's Declaration for the Production of a Circular to the FSA on the day the circular is to be approved by the FSA and prior to the time the circular is approved;(2) submit a completed Pricing Statement, if applicable, to the FSA by 9 a.m on the day the FSA is to consider the application; and(3) ensure that all matters known to it which, in its reasonable opinion, should be taken into
LR 8.5.1RRP
A listed company or applicant must ensure that1 the FSA is informed 1promptly of the name and contact details of asponsor appointed in accordance with the listing rules (either by the listed company or applicant or by the sponsor itself)1.1
LR 8.5.2RRP
(1) A listed company or applicant must notify the FSA 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 , the company must:(1) ensure that one of the sponsors that is appointed:(a) takes primary responsibility for contact with the FSA in respect of the entire application or transaction; and(b) appoints a suitably experienced employee, whose name appears on the list described in LR 8.6.15 R to liaise with the FSA; and(2) inform the FSA, in writing, of the name and contact details of the sponsor taking responsibility
LR 1.2.1RRP
(1) The FSA may dispense with or modify the listing rules in such cases and by reference to such circumstances as it considers appropriate (subject to the terms of EU directives and the Act).(2) A dispensation or modification may be either unconditional or subject to specified conditions.(3) If an issuer or sponsor 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 relevance
LR 1.2.5GRP

An issuer or sponsor should consult with the FSA at the earliest possible stage if it:

  1. (1)

    is in doubt about how the listing rules apply in a particular situation; or

  2. (2)

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

Address for correspondence

Note: The FSA's address for correspondence is:

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London, E14 5HS

Tel: 020 7066 8333

Fax: 020 7066 8362

http://www.fsa.gov.uk/Pages/Doing/UKLA/index.shtml

LR 3.3.3RRP
The1 following documents signed by a sponsor (if a sponsor is required under LR 8) or by a duly authorised officer of the applicant (if a sponsor is not required under LR 8) 1must be submitted, in final form, to the FSA before 9 a.m. on the day the FSA is to consider the 1application:1(1) a completed Shareholder Statement, in the case of an applicant that is applying for a listing of a class of 1equity shares or preference shares for the first time; or [Note: see LR 8.4.3 R
LR 3.3.4RRP
If written confirmation of the number of securities to be allotted pursuant to a board resolution1 cannot be submitted to the FSA by the deadline set out in LR 3.3.2 R or, the number of securities to be admitted is lower than the number notified under LR 3.3.2 R,1 written confirmation of the number of securities to be allotted or admitted must be provided to the FSA by 1the applicant or its sponsor at least one hour before the admission to listing is to become effective.111
LR 8.2.1RRP
A company with, or applying for, a primary listing of its equity securities must appoint a sponsor on each occasion that it:(1) makes an application for admission of equity securities which:(a) requires the production of a prospectus or equivalent document1; or(b) is accompanied by a certificate of approval from another competent authority; or(c) is accompanied by a summary document as required by PR 1.2.3R (8); or(2) is required to producea class 1 circular; or(3) is producinga
LR 10.8.3GRP
The following documents should be provided in writing to the FSA:(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 1.4.1RRP
(1) If it appears to the FSA that there is, or there may be, a breach of the listing rules by an issuer with a primary listing, the FSA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules.(2) If required to do so under paragraph (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the application of the listing rules.Note: LR 8.2 sets out the various circumstances in which an issuer must
LR 5.5.3GRP
(1) The FSA will not automatically suspend, cancel or restore the listing of securities at the request of an overseas exchange or overseas authority (for example, if listing of a secondary listedissuer'ssecurities are suspended, cancelled or restored on its home exchange).(2) The FSA will not normally suspend the listing of securities where there is a trading halt for the security on its home exchange.(3) If a secondary listed issuer requests a suspension, cancellation or restoration
LR 13.2.4RRP
The following documents (to the extent applicable) must be lodged with the FSA 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;(3) the sponsor's Confirmation of Independence; and(4) any other document that the FSA has sought
LR 1.1.1RRP
1LR applies as follows:(1) all of LR (other than LR 8.3, LR 8.4, LR 8.6 and LR 8.7) applies to an issuer; and(2) LR 1, LR 8.1, LR 8.3, LR 8.4, LR 8.6 and LR 8.7 apply to a sponsor and a person applying for approval as a sponsor.FSA performing functions as competent authorityNote: In relation to the listing rules, the FSA is performing functions as the competent authority under Part VI of the Act (see section 72(1) of the Act).Note: when exercising its functions as the competent
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 App 1.1.1RP

1Note: The following definitions relevant to the listing rules are extracted from the Glossary.

Act

The Financial Services and Markets Act 2000.

admission or admission to listing

admission of securities to the official list .

admission to trading

admission 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 market; and

(b)

aiming to specifically promote the potential subscription or acquisition of securities.

applicant

an issuer which is applying for admission of securities.

asset backed security

(as defined in the PD Regulation) securities which:

(1)

represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable there under; or

(2)

are secured by assets and the terms of which provide for payments which relate to payments or reasonable projections of payments calculated by reference to identified or identifiable assets.

associate

in relation to a director, substantial shareholder, or person exercising significant influence, who is an individual:

6

(1)

that individual's spouse , civil partner 2or child (together "the individual's family");

(2)

the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are related parties;

(3)

any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able:

(a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or

(b) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters.

For the purpose of paragraph (3), if more than one director of the listedcompany, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those directors and their associates will be aggregated when determining whether that company is an associate of the director.

in relation to a substantial shareholder or person exercising significant influence, which is a company:

6

(1)

any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;

(2)

any company whose directors are accustomed to act in accordance with the substantial shareholder's or person exercising significant influence's directions or instructions;6

66

(3)

any company in the capital of which the substantial shareholder or person exercising significant influence and any other companyunder paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (3)(a) or (b) above of this definition.6

authorised person

(in accordance with section 31 of the Act (Authorised persons)) one of the following:

(a)

a person who has a Part IV permission to carry on one or more regulated activities;

(b)

an incoming EEA firm;

(c)

an incoming Treaty firm;

(d)

a UCITS qualifier;

(e)

an ICVC;

(f)

the Society of Lloyd's.

authorised property unit trust

a unit trust scheme authorised by the FSA and which is a property scheme or an umbrella scheme each separate part of which would qualify as a property scheme if it were a separate authorised unit trust scheme.

bank

(a)

a firm with a Part IV permission which includes accepting deposits, and:

but which is not a building society, a friendly society or a credit union;

(b)

an EEA bank which is a full credit institution.

base prospectus

a base prospectus referred to in PR 2.2.7 R

book value of property

(in relation to a property company) the value of a property (which is not classified as a net current asset) before the deduction of mortgages or borrowings as shown in the company's latest annual report and accounts.

break fee

a fee payable by a listed company if certain specified events occur which have the effect of materially impeding a transaction or causing the transaction to fail.

building block

(as defined in the PD Regulation) a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up.

business day

(1)

(in relation to anything done or to be done in (including to be submitted to a place in) any part of the United Kingdom), any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in that part of the United Kingdom;

(2)

(in relation to anything done or to be done by reference to a market outside the United Kingdom) any day on which that market is normally open for business.

Buy-back and Stabilisation Regulation

Commission Regulation (EC) of 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003).

CARD

Consolidated Admissions and Reporting Directive.

certificate representing certain securities

the investment specified in article 80 of the Regulated Activities Order (Certificates representing certain securities), which is in summary: a certificate or other instrument which confers contractual or property rights (other than rights consisting of options):

(a)

in respect of any share, debenture, government and public security or warrant) held by a person other than the person on whom the rights are conferred by the certificate or instrument; and

(b)

the transfer of which may be effected without requiring the consent of that person;

but excluding any certificate or other instrument which confers rights in respect of two or more investments issued by different persons or in respect of two or more different government and public securities issued by the same person.

certificate representing debt securities

a certificate representing certain securities where the certificate or other instrument confers rights in respect of debentures or government and public securities.

certificate representing equity securities

a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity securities.

certificate representing shares

a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity shares.

CESR recommendations

the recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses no 809/2004 published by the Committee of European Securities Regulators.

charge

(in relation to securitised derivatives) means any payment identified under the terms and conditions of the securitised derivatives.

Chinese wall

an arrangement that requires information held by a person in the course of carrying on one part of its business to be withheld from, or not to be used for, persons with or for whom it acts in the course of carrying on another part of its business.

circular

any document issued to holders of listed securities including notices of meetings but excluding prospectuses, listing particulars, annual reports and accounts, interim reports, proxy cards and dividend or interest vouchers.

class

securities the rights attaching to which are or will be identical and which form a single issue or issues.

class 1 acquisition

a class 1 transaction that involves an acquisition by the relevant listed company or its subsidiary undertaking.

class 1 circular

a circular relating to a class 1 transaction.

class 1 disposal

a class 1 transaction that consists of a disposal by the relevant listed company or its subsidiary undertaking.

class 1 transaction

a transaction classified as a class 1 transaction under LR 10.

class 2 transaction

a transaction classified as a class 2 transaction under LR 10 .

class 3 transaction

a transaction classified as a class 3 transaction under LR 10.

class tests

the tests set out in LR 10 Ann 1(and for certain specialist companies, those tests as modified or added to by LR 10.7), which are used to determine how a transaction is to be classified for the purposes of the listing rules.

closed-ended

(in relation to investment entities) an investment company which is not an open-ended investment company.

5closed-ended investment fund

an entity:

(a)

which is an undertaking with limited liability, including a company, limited partnership, or limited liability partnership; and

(b)

whose primary object is investing and managing its assets (including pooled funds contributed by holders of its listed securities):

(i) in property of any description; and

(ii) with a view to spreading investment risk.

close period

as defined in paragraph 1(a) of the Model Code.

COB

the Conduct of Business Sourcebook.

3Combined Code

in relation to an issuer:

3(1)

in respect of a reporting period commencing on or after 1 November 2006the Combined Code on Corporate Governance published in June 2006 by the Financial Reporting Council; or

3(2)

in respect of a reporting period commencing before 1 November 2006, the Combined Code on Corporate Governance published in July 2003by the Financial Reporting Council.

company

any body corporate.

competent authority

(in relation to the functions referred to in Part VI of the Act):

(a)

the authority designated under Schedule 8 to the Act (transfer of functions under Part VI (Official listing)) as responsible for performing those functions under the Act; for the time being the FSA in its capacity as such; or

(b)

an authority exercising functions corresponding to those functions under the laws of another EEA State.

connected client

in relation to a sponsor or securities house, any client of the sponsor or securities house who is:

(a)

a partner, director, employee or controller (as defined in section 422 of the Act) of the sponsor or securities house or of an undertaking described in paragraph (d);

(b)

the spouse , civil partner 2or child of any individual described in paragraph (a);

(c)

a person in his capacity as trustee of a private trust (other than a pension scheme or an employees' share scheme) the beneficiaries of which include any person described in paragraph (a) or (b); or

(d)

an undertaking which in relation to the sponsor or securities house is a group undertaking.

connected person

as defined in section 96B(2) of the Act.

Consolidated Admissions and Reporting Directive

Directive of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities (No 2001/34/EC).

constitution

memorandum and articles of association or equivalent constitutional document.

contingent liability investment

a derivative under the terms of which the client will or may be liable to make further payments (other than charges, and whether or not secured by margin) when the transaction falls to be completed or upon the earlier closing out of his position.

contract of significance

a contract which represents in amount or value (or annual amount or value) a sum equal to 1% or more, calculated on a group basis where relevant, of:

(1)

in the case of a capital transaction or a transaction of which the principal purpose or effect is the granting of credit, the aggregate of the group's share capital and reserves; or

(2)

in other cases, the total annual purchases, sales, payments or receipts, as the case may be, of the group.

convertible securities

a security which is:

(1)

convertible into, or exchangeable for, other securities; or

(2)

accompanied by a warrant or option to subscribe for or purchase other securities.

deal

a dealing transaction;

dealing

(in accordance with paragraph 2 of Schedule 2 to the Act (Regulated activities)) buying, selling, subscribing for or underwriting investments or offering or agreeing to do so, either as principal or as agent, including, in the case of an investment which is a contract of insurance, carrying out the contract.

debt security

debentures, debenture stock, loan stock, bonds, certificates of deposit or any other instrument creating or acknowledging indebtedness.7

6deferred bonus

any arrangement pursuant to the terms of which an employee or director may receive a bonus (including cash or any security) in respect of service and/or performance in a period not exceeding the length of the relevant financial year notwithstanding that the bonus may, subject only to the person remaining a director or employee of the group, be receivable by the person after the end of the period to which the award relates.

6defined benefit scheme

in relation to a director, means a pension scheme which is not a money purchase scheme.

depositary

a person that issues certificates representing certain securities that have been admitted to listing or are the subject of an application for admission to listing.

7DEPP

the Decision Procedure and Penalties manual

designated professional body

a professional body designated by the Treasury under section 326 of the Act (Designation of professional bodies) for the purposes of Part XX of the Act (Provision of Financial Services by Members of the Professions); as at 21 June 2001 the following professional bodies have been designated in the Financial Services and Markets Act 2000 (Designated Professional Bodies) Order 2001 (SI 2001/1226):

(a) The Law Society (England and Wales);

(b) The Law Society of Scotland;

(c) The Law Society of Northern Ireland;

(d) The Institute of Chartered Accountants in England and Wales;

(e) The Institute of Chartered Accountants of Scotland;

(f) The Institute of Chartered Accountants in Ireland;

(g) The Association of Chartered Certified Accountants;

(h) The Institute of Actuaries.

director

(in accordance with section 417(1)(a) of the Act) a person occupying in relation to it the position of a director (by whatever name called) and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties.

disclosure rules and transparency rules

(in accordance with section73A(3) of the Act) rules relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made.

document

any piece of recorded information, including (in accordance with section 417(1) of the Act (Interpretation)) information recorded in any form; in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form.

document viewing facility

a location identified on the FSA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility.

DTR

the sourcebook containing the disclosure rules and transparency rules.

EEA State

(in accordance with paragraph 8 of Schedule 3 to the Act (EEA Passport Rights)) a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May 1992, as it has effect for the time being; as at 1 May 2004, the following are the EEA States: Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, the Slovak Republic, Slovenia, Spain, Sweden and the United Kingdom.

7EG

the Enforcement Guide

employee

an individual:

(a)

who is employed or appointed by a person in connection with that person's business, whether under a contract of service or for services or otherwise; or

(b)

whose services, under an arrangement between that person and a third party, are placed at the disposal and under the control of that person;

but excluding an appointed representative of that person.

employees' share scheme

has the same meaning as in section 7438 of the Companies Act 19858.7

668668

equity security

equity shares and securities convertible into equity shares.

equity share capital

(for a company), its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.

6equivalent document

a document containing information equivalent to a prospectus for the purposes of PR 1.2.2R (2) or (3) or PR 1.2.3R (3) or (4).

exercise notice

(in relation to securitised derivatives), a document that notifies the issuer of a holder's intention to exercise its rights under the securitised derivative.

exercise price

(in relation to securitised derivatives), the price stipulated by the issuer at which the holder can buy or sell the underlying instrument from or to the issuer.

exercise time

(in relation to securitised derivatives), the time stipulated by the issuer by which the holder must exercise their rights.

expiration date

(in relation to securitised derivatives), the date stipulated by the issuer on which the holder's rights in respect of the securitised derivative ends.

extraction

(in relation to mineral companies), includes mining, quarrying or similar activities and the reworking of mine tailings or waste dumps.

FSA

the Financial Services Authority.

final terms

the document containing the final terms of each issue which is intended to be listed.

financial information table

financial information presented in a tabular form that covers the reporting period set out in in relation to the entities set out in , and to the extent relevant LR 13.5.15R and LR 13.5.16R.

50/50 joint venture

[deleted]6

6

50/50 joint venture partner

[deleted]6

6

group

(1)

except in LR 6.1.19 R, LR 8.3.6 R, LR 8.3.7 G and LR 8.7.8R (10), 6an issuer and its subsidiary undertakings (if any); and

(2)

in LR 6.1.19 R, LR 8.3.6 R, LR 8.3.7 G and LR 8.7.8R (10), 6as defined in section 421 of the Act.

guarantee

(in relation to securitised derivatives), either:

(1)

a guarantee given in accordance with LR 19.2.2R(3)(if any); or

(2)

any other guarantee of the issue of securitised derivatives.

guidance

guidance given by the FSA under the Act.

Handbook

the FSA's Handbook of rules and guidance.

Home Member State or Home State

(as defined in section 102C of the Act) in relation to an issuer of transferable securities, the EEA State which is the "home Member State" for the purposes of the prospectus directive (which is to be determined in accordance with Article 2.1(m) of that directive.

Host Member State or Host State

(as defined in Article 2.1(n) of the prospectus directive) the State where an offer to the public is made or admission to trading is sought, when different from the home Member State.

IAS

International Accounting Standards.

inside information

as defined in section 118C of the Act.

insider list

a list of persons with access to inside information as required by DTR 2.8.1 R.

intermediaries offer

a marketing of securities already or not yet in issue, by means of an offer by, or on behalf of, the issuer to intermediaries for them to allocate to their own clients.

International Accounting Standards

international accounting standards within the meaning of EC Regulation No 1606/2002 of the European Parliament and of the Council of 19 July 2002 as adopted from time to time by the European Commission in accordance with that Regulation.

in the money

(in relation to securitised derivatives):

(a)

where the holder has the right to buy the underlying instrument or instruments from the issuer, when the settlement price is greater than the exercise price; or

(b)

where the holder has the right to sell the underlying instrument or instruments to the issuer, when the exercise price is greater than the settlement price.5

investment manager

a person who, on behalf of a client, manages investments and is not a wholly-owned subsidiary of the client.5

5

investment trust

a companylisted in the United Kingdom or another EEA State which:

(a)

is approved by the Inland Revenue Commissioners under section 842 of the Income and Corporation Taxes Act 1988 (or, in the case of a newly formed company, has declared its intention to conduct its affairs so as to obtain such approval); or

(b)

is resident in an EEA State other than the United Kingdom and would qualify for such approval if resident and listed in the United Kingdom.

issuer

any company or other legal person or undertaking (including a public sector issuer), any class of whose securities has been admitted to listing or is the subject of an application for admission to listing.

list of sponsors

the list of sponsors maintained by the FSA in accordance with section 88(3)(a) of the Act.

listed

admitted to the official list maintained by the FSA in accordance with section 74 of the Act.

listed company

a company that has any class of its securitieslisted.

listing particulars

(in accordance with section 79(2) of the Act), a document in such form and containing such information as may be specified in listing rules.

listing rules

(in accordance with section73A(2) of the Act) rulesrelating to admission to the official list.

London Stock Exchange

London Stock Exchange Plc.

long-term incentive scheme

any arrangement (other than a retirement benefit plan, a deferred bonus or any other arrangement that is an element of an executive director's remuneration package) which may involve the receipt of any asset (including cash or any security) by a director or employee of the group:

(1)

which includes one or more conditions in respect of service and/or performance to be satisfied over more than one financial year; and

(2)

pursuant to which the group may incur (other than in relation to the establishment and administration of the arrangement) either cost or a liability, whether actual or contingent.

LR

the sourcebook containing the listing rules.

MAD

Market Abuse Directive.

major subsidiary undertaking

a subsidiary undertaking that represents 25% or more of the aggregate of the gross assets or profits (after deducting all charges except taxation) of the group.

Market Abuse Directive

Directive of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) (No 2003/6/EC).

member

(in relation to a profession) a person who is entitled to practise that profession and, in practising it, is subject to the rules of the relevant designated professional body, whether or not he is a member of that body.

mineral company

a company or group, whose principal activity is, or is planned to be, the extraction of mineral resources (which may or may not include exploration for mineral resources).

mineral expert's report

a report prepared in accordance with the CESR recommendations

mineral resources

include metallic and non-metallic ores, mineral concentrates, industrial minerals, construction aggregates, mineral oils, natural gases, hydrocarbons and solid fuels including coal.

Model Code

the Model Code on directors' dealings in securities set out in LR 9 Ann 1.

modified auditors report

an auditor's report:

(a)

in which the auditor's opinion is qualified; or

(b)

which sets out:

  • (i) a problem relating to the business as a going concern; or
  • (ii) a significant uncertainty, the resolution of which is dependent upon future events.

6money purchase scheme

in relation to a director, means a pension scheme under which all of the benefits that may become payable to or in respect of the director are money purchase benefits.

net annual rent

(in relation to a property) the current income or income estimated by the valuer:

(1)

ignoring any special receipts or deductions arising from the property;

(2)

excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and

(3)

after making deductions for superior rents (but not for amortisation) and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent.

new applicant

an applicant that does not have any class of its securities already listed.

non-EEA State

a country or state that is not an EEA State.

OECD state guaranteed issuer

an issuer of debt securities whose obligations in relation to those securities have been guaranteed by a member state of the OECD.

offer

an offer of transferable securities to the public.

offer for sale

an invitation to the public by, or on behalf of, a third party to purchase securities of the issuer already in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).

offer for subscription

an invitation to the public by, or on behalf of, an issuer to subscribe for securities of the issuer not yet in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).

offer of transferable securities to the public

(as defined in section 102B of the Act), in summary:

(a)

a communication to any person which presents sufficient information on:

  • (i) the transferable securities to be offered, and
  • (ii) the terms on which they are offered,

to enable an investor to decide to buy or subscribe for the securities in question;

(b)

which is made in any form or by any means;

(c)

including the placing of securities through a financial intermediary;

(d)

but not including a communication in connection with trading on:

  • (i) a regulated market;
  • (ii) a multilateral trading facility; or
  • (iii) any market prescribed by an order under section 130A of the Act.

Note: This is only a summary, to see the full text of the definition, readers should consult section 102B of the Act.

offeror

(a)

in LR 5.2.10R, an offeror as defined in the Takeover Code; and

(b)

elsewhere in LR, a personwho makes an offer of transferable securities to the public.

official list

the list maintained by the FSA in accordance with section 74(1) of the Act for the purposes of Part VI of the Act.

open ended investment companyopen-ended investment company

as defined in section 236 of the Act (Open-ended investment companies).

open offer

an invitation to existing securities holders to subscribe or purchase securities in proportion to their holdings, which is not made by means of a renounceable letter (or other negotiable document).

option

the investment, specified in article 83 of the Regulated Activities Order (Options), which is an option to acquire or dispose of:

  • (a) a designated investment (other than an option); or
  • (b) currency of the United Kingdom or of any other country or territory; or
  • (c) palladium, platinum, gold or silver; or
  • (d) an option to acquire or dispose of an option specified in (a), (b) or (c).

overseas

outside the United Kingdom.

overseas company

a company incorporated outside the United Kingdom.

overseas investment exchange

an investment exchange which has neither its head office nor its registered office in the United Kingdom.

parent undertaking

as defined in section 2588 of the Companies Act 19858.

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Part 6 rules

(in accordance with section 73A(1) of the Act) rules made for the purposes of Part 6 of the Act.

PD

prospectus directive.

PD Regulation

Regulation number 809/2004 of the European Commission

percentage ratio

(in relation to a transaction) the figure, expressed as a percentage, that results from applying a calculation under a class test to the transaction.

person

(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporate (that is, a natural person, a legal person and, for example, a partnership).

person discharging managerial responsibilities

as defined in section 96B(1) of the Act.

person exercising significant influence

in relation to a listed company, a person or entity which exercises significant influence over that listed company.

6

placing

a marketing of securities already in issue but not listed or not yet in issue, to specified persons or clients of the sponsor or any securities house assisting in the placing, which does not involve an offer to the public or to existing holders of the issuer'ssecurities generally.

PR

the sourcebook containing the Prospectus Rules.

preference share

a share conferring preference as to income or return of capital which is not convertible into an equity share and does not form part of the equity share capital of a company.

primary listed issuer

an issuer with a primary listing of its securities.

primary listing

a listing by the FSA by virtue of which the issuer is subject to the full requirements of the listing rules.

probable reserves

(1)

in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which are not yet proven but which, on the available evidence and taking into account technical and economic factors, have a better than 50% chance of being produced; and

(2)

in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured and/or indicated mineral resources, which are not yet proven but of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination and under specified economic conditions.

profit estimate

(as defined in the PD Regulation) a profit forecast for a financial period which has expired and for which results have not yet been published.

profit forecast

(as defined in the PD Regulation) a form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word "profit" is not used.

prohibited period

as defined inthe Model Code.

property

freehold, heritable or leasehold property.

property company

a company primarily engaged in property activities including:

(1)

the holding of properties (directly or indirectly) for letting and retention as investments;

(2)

the development of properties for letting and retention as investments;

(3)

the purchase and development of properties for subsequent sale; or

(4)

the purchase of land for development properties for retention as investments.5

property valuation report

a property valuation report prepared by an independent expert in accordance with:6

6

(1)

for an issuer incorporated in the United Kingdom, the Channel Islands or the Isle of Man, the Appraisal and Valuation Standards (5th edition) issued by the Royal Institution of Chartered Surveyors; or6

(2)

for an issuer incorporated in any other place, either the standards referred to in paragraph (1) of this definition or the International Valuation Standards (7th edition) issued by the International Valuation Standards Committee.6

prospectus

a prospectus required under the prospectus directive.

prospectus directive

the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC).

prospectus rules

(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities.

proven reserves

(1)

in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which, on the available evidence and taking into account technical and economic factors, have a better than 90% chance of being produced; and

(2)

in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured mineral resources of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination, and under specified economic conditions.

public international body

the African Development bank, the Asian Development Bank, the Caribbean Development Bank, the Council of Europe Development Bank6, the European Atomic Energy Community, the European Bank for Reconstruction and Development, the European Coal and Steel Community,the European Company for the Financing of Railroad Stock, the European Economic Community, the European Investment Bank, the Inter-American Development bank, the International Bank for Reconstruction and Development, the International Finance Corporation, the International Monetary Fund, the Nordic Investment bank.

6

public sector issuer

states and their regional and local authorities, state monopolies, state finance organisations, public international bodies, statutory bodies and OECD state guaranteed issuers.

recognised scheme

a scheme recognised under:

(a)

section 264 of the Act (Schemes constituted in other EEA States); or

(b)

section 270 of the Act (Schemes authorised in designated countries or territories); or

(c)

section 272 of the Act (Individually recognised overseas schemes).

registration document

a registration document referred to in PR 2.2.2R.

Regulated Activities Order

the Financial Services and Markets Act 2000 (Regulated Activities)

Order 2001 (SI 2001/544).

regulated market

(a)

(as defined in article 1 of the ISD) a market for the instruments listed in Section B of the Annex to the ISD which:

    • (i) appears on the list of such markets drawn up by the market's Home State as required by article 16 of the ISD;
    • (ii) functions regularly;
    • (iii) is characterised by the fact that regulations issued or approved by the competent authorities define the conditions for the operation of the market, the conditions for access to the market and, where Directive 79/279/EEC is applicable, the conditions governing admission to listing imposed in that Directive and, where that Directive is not applicable, the conditions that must be satisfied by a financial instrument before it can effectively be dealt in on the market; and
    • (iv) requires compliance with all the reporting and transparency requirements laid down by articles 20 and 21 of the ISD;
    (see Tables 1 and 2 of SUP 17 Annex 5G for an indicative list of these markets); and

(b)

a market notified under article 16 of the ISD, as included in point 30b of Annex IX to the Agreement of the European Economic Area, to the Standing Committee of the EFTA States as defined in that agreement; (see Tables 3 and 4 of SUP 17 Annex 5G for an indicative list of these markets).

regulatory information service or RIS

a Regulatory Information Service that is approved by the FSA as meeting the Primary Information Provider criteria and that is on the list of Regulatory Information Services maintained by the FSA.

related party

as defined in LR 11.1.4R.

related party circular

a circular relating to a related party transaction.

related party transaction

as defined in LR 11.1.5R.

relevant securities

has the same meaning as in section 80 of the Companies Act 1985.

retail securitised derivative

a securitised derivative which is not a specialist securitised derivative; in this definition, a "specialist securitised derivative" is a securitisedderivative which, in accordance with the listing rules, is required to be admitted to listing with a clear statement on any disclosure document that the issue is intended for a purchase by only investors who are particularly knowledgeable in investment matters.

reverse takeover

a transaction classified as a reverse takeover under LR 10.

RIE

recognised investment exchange.

rights issue

an offer to existing security holders to subscribe or purchase further securities in proportion to their holdings made by means of the issue of a renounceable letter (or other negotiable document) which may be traded (as “nil paid” rights) for a period before payment for the securities is due.

rule

(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FSA under the Act, including:

(a) a Principle; and

(b) an evidential provision.

Schedule

(as defined in the PD Regulation) a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved.

scientific research based company

a company primarily involved in the laboratory research and development of chemical or biological products or processes or any other similar innovative science based company.

secondary listed issuer

an issuer with a secondary listing of its equity securities.

secondary listing

a listing by the FSA of equity securities of an overseas company which is not a primary listing.

securities note

a securities note referred to in PR 2.2.2R.

securitised derivative

an option or contract for differences which, in either case, is listed under LR 19 (including such an option or contract for differences which is also a debenture).

security

(in accordance with section 102A of the Act) anything which has been, or may be admitted to the official list.

settlement price

(in relation to securitised derivatives), the reference price or prices of the underlying instrument or instruments stipulated by the issuer for the purposes of calculating its obligations to the holder.

shadow director

as in sub-paragraph (b) of the definition of director in section 417(1) of the Act.

share

(in accordance with section 7448 of the Companies Act 19858) a share in the share capital of a company, and includes:

668668

(a)

stock (except where a distinction between shares and stock is express or implied); and

(b)

preference shares.

specialist investor

an investor who is particularly knowledgeable in investment matters.

specialist securities

securities which, because of their nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.

specialist securitised derivative

a securitised derivative which because of its nature is normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.

specified investment

any of the following investments specified in Part III of the Regulated Activities Order (Specified Investments):

(a)

deposit (article 74);

(aa)

electronic money (article 74A);

(b)

contract of insurance (article 75); for the purposes of the permission regime, this is sub-divided into:

and then further sub-divided into classes of contract of insurance;

(c)

share (article 76);

(d)

debenture (article 77);

(e)

government and public security (article 78);

(f)

warrant (article 79);

(g)

certificate representing certain securities (article 80);

(h)

unit (article 81);

(i)

stakeholder pension scheme (article 82);

(j)

option (article 83); for the purposes of the permission regime, this is sub-divided into:

(k)

future (article 84); for the purposes of the permission regime, this is sub-divided into:

(l)

contract for differences (article 85); for the purposes of the permission regime, this is sub-divided into:

(m)

underwriting capacity of a Lloyd's syndicate (article 86(1));

(n)

membership of a Lloyd's syndicate (article 86(2));

(o)

funeral plan contract (article 87);

(oa)

regulated mortgage contract (article 61(3);

(p)

rights to or interests in investments (article 89).

sponsor

a person approved, under section 88 of the Act by the FSA, as a sponsor.

state finance organisation

a legal person other than a company:

(1)

which is a national of an EEA State;

(2)

which is set up by or pursuant to a special law;

(3)

whose activities are governed by that law and consist solely of raising funds under state control through the issue of debt securities;

(4)

which is financed by means of the resources they have raised and resources provided by the EEA State; and

(5)

the debt securities issued by it are considered by the law of the relevant EEA State as securities issued or guaranteed by that state.

state monopoly

a company or other legal person which is a national of an EEA State and which:

(1)

in carrying on its business benefits from a monopoly right granted by an EEA state; and

(2)

is set up by or pursuant to a special law or whose borrowings are unconditionally and irrevocably guaranteed by an EEA state or one of the federated states of an EEA state.

subsidiary undertaking

as defined in section 2588 of the Companies Act 19858.

668668

substantial shareholder

any person who is entitled to exercise or to control the exercise of 10% or more of the votes able to be cast on all or substantially all matters at general meetings of the company (or of any company which is its subsidiary undertaking or parent undertaking or of a fellow subsidiary undertaking of its parent undertaking). Disregard for this purpose any voting rights which such a person exercises (or controls the exercise of) independently in its capacity as bare trustee, investment manager, collective investment undertaking or a long term insurer in respect of its linked long term business if no associate of that person interferes by giving direct or indirect instructions, or in any other way, in the exercise of such voting rights (except to the extent any such person confers or collaborates with such an associate which also acts in its capacity as investment manager, collective investment undertaking or long term insurer).6

6

summary

(in relation to a prospectus) the summary included in the prospectus.

SUP

the Supervision manual.

supplementary listing particulars

(in accordance with section 81(1) of the Act), supplementary listing particulars containing details of the change or new matter.

supplementary prospectus

a supplementary prospectus containing details of a new factor, mistake or inaccuracy.

Takeover Code

the City Code on Takeovers and Mergers issued by the TakeoverPanel.

target

the subject of a class 1 transaction.

tender offer

an offer by a company to purchase all or some of a class of its listedequity securities or preference shares at a maximum or fixed price (that may be established by means of a formula) that is:

(1)

communicated to all holders of that class by means of a circular or advertisement in two national newspapers;

(2)

open to all holders of that class on the same terms for at least 7 days; and

(3)

open for acceptance by all holders of that class pro rata to their existing holdings.

transferable security

(as defined in section 102A of the Act) anything which is a transferable security for the purposes of the investment services directive, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months.

treasury shares

qualifying shares to which sections 162A to 162G8 of the Companies Act 1985 apply8.

668668

trust deed

a trust deed or equivalent document securing or constituting debt securities.

UK

United Kingdom.

underlying instrument

(in relation to securitised derivatives) means either:

(1)

if the securitised derivative is an option or debt security with the characteristics of an option, any of the underlying investments listed in article 83 of the Regulated Activities Order; or

(2)

if the securitised derivative is a contract for differences or debt security with the characteristics of a contract for differences, any factor by reference to which a profit or loss under article 85 of the Regulated Activities Order can be calculated.

unrecognised scheme

a collective investment scheme which is neither a recognised scheme nor a scheme that is constituted as an authorised unit trust scheme.

vendor consideration placing

a marketing, by or on behalf of vendors, of securities that have been allotted as consideration for an acquisition.

venture capital trust

a company which is, or which is seeking to become, approved as a venture capital trust under section 842AA of the Income and Corporation Taxes Act 1988.

warrant

the investment, specified in article 79 of the Regulated Activities Order (Instruments giving entitlements to investments), which is in summary: a warrant or other instrument entitling the holder to subscribe for a share, debenture or government and public security.