Related provisions for PERG 8.14.38
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(1) A share is not redeemable for the purposes of this section merely because the Companies Act 1985,6 the Companies (Northern Ireland) Order 1986 or the Companies Act 20066 allows the firm that issued it to purchase it.6(2) A capital instrument is not redeemable for the purposes of this section merely because the firm that issued it has a right to purchase it similar to the right in (1).
A firm may not include a share in its tier one capital resources unless (in addition to complying with the other relevant rules in GENPRU 2.2):(1) (in the case of a firm that is a company as defined in the Companies Act 20066 it is "called-up share capital" within the meaning given to that term in that Act; or66(2) (in the case of a building society) it is a deferred share;8 or8(3) (in the case of any other firm) it is:(a) in economic terms; and(b) in its characteristics as capital
Permanent share capital means an item of capital which (in addition to satisfying GENPRU 2.2.64 R) meets the following conditions:(1) it is:(a) an ordinary share; or(b) a members' contribution; or(c) part of the initial fund of a mutual; or8(d) a deferred share;8(2) any coupon on it is not cumulative, the firm is under no obligation to pay a coupon in any circumstances and the firm has the right to choose the amount of any coupon that it pays;10(3) the terms upon which it is issued
10A BIPRU firm must not include in stage A of the capital resources table different classes of the same share type (for example "A ordinary shares" and "B ordinary shares") that meet the conditions in GENPRU 2.2.83 R and GENPRU 2.2.83A R but have differences in voting rights, unless it has notified the FSA of its intention at least one month before the shares are issued or (in the case of existing issued shares) the differences in voting rights take effect.
(1) A firm must include share premium account relating to the issue of a share forming part of its core tier one capital in its core tier one capital.(2) A firm must include share premium account relating to the issue of a share forming part of another tier of capital in that other tier.(3) A firm that is incorporated under the Companies Act 20066 may include its share premium account as core tier one capital notwithstanding (2) to the extent that the terms of issue of the share
8A building society may include a deferred share at stage A of the calculation in the capital resources table if (in addition to satisfying all the other requirements in relation to tier one capital) it is permanent share capital and is otherwise equivalent to an ordinary share in terms of its capital qualities, taking into account the specific constitution of building societies under the Building Societies Act 1986.
8A BIPRU firm must not include a capital instrument that is not a share at stage B1, B2 or C of the calculation in the capital resources table unless (in addition to satisfying all the other requirements in relation to tier one capital and hybrid capital) the firm's obligations under the instrument either:(1) do not constitute a liability (actual, contingent or prospective) under section 123(2) of the Insolvency Act 1986; or(2) do constitute such a liability but the terms of the
8A BIPRU firm must not include a capital instrument at stage B1, B2 or C of the calculation in the capital resources table unless (in addition to satisfying all the other requirements in relation to tier one capital and hybrid capital) its contractual terms provide for a mechanism within the instrument which:(1) is clearly defined and legally certain;(2) is disclosed and transparent to the market;(3) makes the recapitalisation of the firm more likely by adequately reducing the
(1) This rule applies to a potential tier one instrument if:(a) it is redeemable by the firm (ignoring GENPRU 2.2.77 R (Meaning of redemption));(b) it provides that if the issuer does not exercise that right or does not do so in specified circumstances the issuer must or may have to redeem it in whole or in part through the issue of shares eligible for inclusion in the firm'stier one capital resources or the instrument converts or may convert into such shares; and(c) GENPRU 2.2.77
(1) In addition to the maximum conversion ratios of 200% for an insurer and 150% for a BIPRU firm,8GENPRU 2.2.138R (2)(b) does not permit a firm to issue shares that would have a market value that exceeds the issue price of the instrument being redeemed.8(2) In the example in GENPRU 2.2.143 G, if the market value of the ordinary shares was 250 pence at the conversion date, the maximum number of ordinary shares that may be issued to satisfy the redemption of one of the £100 par
An item falls into this provision for the purpose of GENPRU 2.2.212 R if it is:(1) an ownership share; or(2) subordinated debt or another item of capital that falls into Article 16(3) of the First Non-Life Directive or, as applicable, Article 27(3) of the Consolidated Life Directive.
A reciprocal cross-holding means a holding of the BIPRU firm of shares, any other interest in the capital, and subordinated debt, whether in the trading or non-trading book, in:(1) a credit institution; or(2) a financial institution;that satisfies the following conditions:(3) the holding is the subject of an agreement or arrangement between the BIPRU firm and either the issuer of the instrument in question or a member of a group to which the issuer belongs;(4) under the terms
A loan falls into this rule for the purposes of GENPRU 2.2.227R (2) if, whether through contractual, structural, reputational or other factors:(1) based on the terms of the loan and the other knowledge available to the bank, the borrower would be able to consider it from the point of view of its characteristics as capital as being similar to share capital or subordinated debt; or(2) the position of the lender from the point of view of maturity and repayment is inferior to that
Illiquid assets means illiquid assets including(1) tangible fixed assets (except land and buildings if they are used by a firm as security for loans, but this exclusion is only up to the value of the principal outstanding on the loans); or(2) any holdings in the capital resources of credit institutions or financial institutions, except to the extent that:(a) they have already been deducted as a material holding; or(b) they are shares which are included in a firm'strading book
(1) The excess trading book position is the excess of:(a) a bank or building society's aggregate net long (including notional) trading bookpositions in shares, subordinated debt or any other interest in the capital of credit institutions or financial institutions;over;(b) 25% of that firm'scapital resources calculated at stage T (Total capital after deductions) of the capital resources table (calculated before deduction of the excess trading book position).(2) Only the excess
Examples of when the FSA may cancel the listing of securities include (but are not limited to) situations where it appears to the FSA that:(1) the securities are no longer admitted to trading as required by these rules; or(2) the issuer no longer satisfies its continuing obligations for listing, for example if the percentage of shares in public hands falls below 25% or such lower percentage as the FSA may permit (the FSA may however allow a reasonable time to restore the percentage,
Subject to 41LR 5.2.7 R, LR 5.2.10 R and LR 5.2.12 R, 1an issuer with a premium listing4that wishes the FSA to cancel the listing of any of its 5equity shares1with a premium listing4must:1114(1) send a circular to the holders of the securities. The circular must:(a) comply with the requirements of LR 13.3.1 R and LR 13.3.2 R (contents of all circulars);(b) be submitted to the FSA for approval prior to publication; and(c) include the anticipated date of cancellation (which must
LR 5.2.5 R (2) will not apply where an issuer of equity shares1 notifies a RIS:44415(1) that the financial position of the issuer or its group is so precarious that, but for the proposal referred to in LR 5.2.7 R (2), there is no reasonable prospect that the issuer will avoid going into formal insolvency proceedings;(2) that there is a proposal for a transaction, arrangement or other form of reconstruction of the issuer or its group which is necessary to ensure the survival
An issuer that wishes the FSA to cancel the listing of listed securities (other than equity shares1with a premium listing41) must notify a RIS, giving at least 20 business days notice of the intended cancellation but is not required to obtain the approval of the holders of those securities contemplated in LR 5.2.5 R (2).1544
LR 5.2.5 Rdoes4 not apply to the cancellation of equity shares with a premium listing5 when in the case of a takeover offer:14554(1) the offeror has by virtue of its shareholdings and acceptances of the offer, acquired or agreed to acquire issued share capital carrying 75% of the voting rights of the issuer; and(2) the offeror has stated in the offer document or any subsequent circular sent to the security holders that a notice period of not less than 20 business days prior to
1LR 5.2.5 R and LR 5.2.8 R do not apply to the cancellation of equity shares with a premium listing5 as a result of:45(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.
(1) An issuer of shares must ensure equal treatment for all holders of shares who are in the same position. [Note: article 17(1) of the TD](2) An issuer of debt securities must ensure that all holders of debt securities ranking pari passu are given equal treatment in respect of all the rights attaching to those debt securities. [Note: article 18(1) of the TD]
An issuer of shares or debt securities must ensure that all the facilities and information necessary to enable holders of shares or debt securities to exercise their rights are available in the Home State and that the integrity of data is preserved. [Note: articles 17(2) and 18(2) of the TD]
(1) Shareholders and debt securities holders must not be prevented from exercising their rights by proxy, subject to the law of the country in which the issuer is incorporated. [Note: articles 17(2) and 18(2) of the TD](2) An issuer of shares or debt securities must make available a proxy form, on paper or, where applicable, by electronic means to each person entitled to vote at a meeting of shareholders or a meeting of debt securities holders. [Note: articles 17(2)(b) and 18(2)(b)
An issuer of shares must without delay disclose to the public any change in the rights attaching to its various classes of shares, including changes in the rights attaching to derivativesecurities issued by the issuer giving access to the shares of that issuer. [Note: article 16(1) of the TD]
An issuer of securities other than shares admitted to trading on a regulated market must disclose to the public without delay any changes in the rights of holders of securities other than shares, including changes in the terms and conditions of such securities which could indirectly affect those rights, resulting in particular from a change in loan terms or in interest rates.[Note article 16(2) of the TD]
A company2 must ensure that any temporary document of title (other than one issued in global form) for a share4:24(1) is serially numbered;(2) states where applicable:(a) the name and address of the first holder and names of joint holders (if any);(b) the pro rata entitlement;(c) the last date on which transfers were or will be accepted for registration for participation in the issue;(d) how the shares4 rank for dividend or interest;4(e) the nature of the document of title and
A company2 must ensure that any definitive document of title for a share4 (other than a bearer security) includes the following matters on its face (or on the reverse in the case of (5) and (7)):24(1) the authority under which thecompany2 is constituted and the country of incorporation and registered number (if any);2(2) the number or amount of shares4 the certificate represents and, if applicable, the number and denomination of units (in the top right-hand corner);4(3) a footnote
1(1) This rule applies to an overseas company for whom the United Kingdom is a host Member State for the purposes of the Transparency Directive.11(2) An overseas company must appoint a registrar in the United Kingdom if:11(a) there are 200 or more holders resident in the United Kingdom; or1(b) 10% of more of the shares4 are held by persons resident in the United Kingdom.14
A company2 must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital:2(1) any proposed change in its capital structure including the structure of its listeddebt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress;(2) [deleted]11(3) any redemption of listedshares4 including details of the number of shares4 redeemed and the number of shares4 of
Where the shares4 are subject to an underwriting agreement a company2 may, at its discretion and subject to DTR 2 (Disclosure and control of inside information by issuers) delay notifying a RIS as required by LR 14.3.17R (7) for up to two business days until the obligation by the underwriter to take or procure others to take shares4 is finally determined or lapses. In the case of an issue or offer of shares4 which is not underwritten, notification of the result must be made as
This section applies to an issuer that wishes to transfer its category of equity shares2listing from:(1) a standard listing (shares)2 to a premium listing (commercial company); or(2) a standard listing (shares)2 to a premium listing (investment company); or(3) a premium listing (commercial company) to a standard listing (shares)2; or(4) a premium listing (investment company) to a premium listing (commercial company); or(5) a premium listing (commercial company) to a premium listing
An issuer will only be able to transfer a listing of its equity shares2 from a premium listing (investment company) to a standard listing (shares)2 if it has ceased to be an investment entity (for example if it has become a commercial company) or if it continues to have a premium listing of a class of equity shares.2This is because LR 14.1.1 R provides that LR 14 does not apply to equity shares of2 an investment entity without a premium listing of equity shares.2
(1) If an issuer wishes to transfer its category of equity shares2listing it must notify the FSA of the proposal.(2) The notification must be made as early as possible and in any event not less than 20 business days before it sends the circular required under LR 5.4A.4 R (2)(a) or publishes the announcement required under LR 5.4A.5 R (2).(3) The notification must include:(a) an explanation of why the issuer is seeking the transfer;(b) if a sponsor's letter is not required under
(1) This rule applies to a transfer of the listing of equity shares with a premium listing2 into or out of the category of premium listing (investment company) or a transfer of the listing of equity shares2 out of the category of premium listing (commercial company).(2) The issuer must:(a) send a circular to the holders of the equity shares2;(b) notify a RIS, at the same time as the circular is despatched to the relevant holders of the equity shares2, of the intended transfer
If an issuer has initially notified the FSA under LR 5.4A.3 R it may apply to the FSA to transfer the listing of its equity shares2 from one category to another. The application must include:(1) the issuer's name;(2) details of the equity shares2 to which the transfer relates;(3) the date on which the issuer wishes the transfer to take effect;(4) a copy of any circular, announcement or other document on which the issuer is relying;(5) if relevant, evidence of any resolution required
(1) An issuer applying for a transfer of its equity shares2 must comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the equity shares2 to the category of listing to which it wishes to transfer.(2) For the purposes of applying the eligibility requirements referred to in (1) to a transfer then, unless the context otherwise requires, a reference in such a requirement:(a) to the admission of equity shares2 is to be taken to
If an issuer applies under LR 5.4A.10 R, the FSA may approve the transfer if it is satisfied that:(1) the issuer has complied with LR 5.4A.4 R or LR 5.4A.5 R (whichever is relevant);(2) the 20 business day period referred to in LR 5.4A.6 R or LR 5.4A.7 R (whichever is relevant) has elapsed; and(3) the issuer and the equity shares2 will comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the equity shares2 to the category
There may be situations in which an issuer's business has changed over a period of time so that it no longer meets the requirements of the applicable listing category against which it was initially assessed for listing. In those situations, the FSA may consider cancelling the listing of the equity shares2 or suggest to the issuer that, as an alternative, it applies for a transfer of its listing category.
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(1) of the Buy-back
Where a series of purchases are made pursuant to a general authority granted by shareholders, which in aggregate amount to 15% or more of the number of equity shares of the relevant class in issue immediately following the shareholders meeting at which the general authority to purchase was granted, a tender offer need only be made in respect of any purchase that takes the aggregate to or above that level. Purchases that have been specifically approved by shareholders are not to
(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
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
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
A circular convening a meeting required by LR 12.4.7 R must include (in addition to the information in LR 13 (Contents of circulars)):(1) a statement of the effect on1 the conversion expectations of holders in terms of attributable assets and earnings, on the basis that the company exercises the authority to purchase its equity shares in full at the maximum price allowed (where the price is to be determined by reference to a future market price the calculation must be made on
In the FSA's view, this means that the reasonable investor must be satisfied that what he will get when he realises his investment is his proportionate share in the value of BC's underlying assets, less any dealing costs. In other words, that he is satisfied he will get net asset value. The investment condition focuses on the way the body corporate operates over time, and not by reference to particular issues of shares or securities (see PERG 9.6.3 G (The investment condition
For the 'satisfaction test' to be met, there must be objectively justifiable grounds on which the reasonable investor could form a view. He must be satisfied that the value of BC's property will be the basis of a calculation used for the whole, or substantially the whole, of his investment. The FSA considers that the circumstances, or combination of circumstances, in which a reasonable investor would be in a position to form this view include:(1) where the basis of net asset valuation
PERG 9.9.3 G (2)and PERG 9.9.3 G (3) refer to circumstances where the reasonable investor may be satisfied that he can realise his investment at net asset value because of arrangements made to ensure that the shares or securities trade at net asset value on a market. There may, for example, be cases of market dealing where the price of shares or securities will not depend on the market. An example is where BC or a third party undertakes to ensure that the market value reflects
However, where there is a market, the FSA does not consider that the test in section 236(3)(b) would be met if the price the investor receives for his investment is wholly dependent on the market rather than specifically on net asset value. In the FSA's view, typical market pricing mechanisms introduce too many uncertainties to be able to form a basis for calculating the value of an investment (linked to net asset value) of the kind contemplated by the satisfaction test. As a
The fact that the definition must be applied to BC as a whole (see PERG 9.6.3 G (The investment condition (section 236(3) of the Act): general)) is also relevant here. So, for example, in a take-over situation the fact that a bidder may be willing to provide an exit route for an investment at net asset value will be irrelevant within the context of the definition. This is so even if an investor invests in particular shares or securities in the knowledge or expectation or in anticipation
The expression 'wholly or mainly' in section 236(3)(b) determines the extent of the permissible departure from the link between the price of BC's shares or securities and the value of its net assets. The word 'mainly' introduces some flexibility to the process to allow for limited account to be taken of factors other than the value of BC's assets that may result in the sum realised failing to reflect the true net asset value. Such factors may include:(1) the payment by the investor
A listed company must inform the FSA in writing as soon as possible if it has:(1) requested a RIE to admit or re-admit any of its listedequity shares5 to trading; or5(2) requested a RIE to cancel or suspend trading of any of its listedequity shares;5 or(3) been informed by a RIE that trading of any of its listedequity shares5 will be cancelled or suspended.5
(1) A notification required of voting rights arising from the holding of financial instruments must include the following information:(a) the resulting situation in terms of voting rights;(b) if applicable, the chain of controlled undertakings through which financial instruments are effectively held;(c) the date on which the threshold was reached or crossed;(d) for instruments with an exercise period, an indication of the date or time period where shares will or can be acquired,
It may be necessary for both the relevant shareholder and proxy holder to make a notification. For example, if a direct holder of shares has a notifiable holding of voting rights and gives a proxy in respect of those rights (such that the recipient has discretion as to how the votes are cast) then for the purposes of DTR 5.1.2 R this is a disposal of such rights giving rise to a notification obligation. The proxy holder may also have such an obligation by virtue of his holding
The number of voting rights to be considered when calculating whether a threshold is reached, exceeded or fallen below is the number of voting rights in existence according to the issuer's most recent disclosure made in accordance with DTR 5.6.1 R and DTR 5.6.1A R3 but disregarding voting rights attached to any treasury shares held by the issuer (in accordance with the issuer's most recent disclosure of such holdings).[[Note: article 9(2) of the TD and article 11(3) of the TD
In determining whether a notification is required a person's net (direct or indirect) holding in a share (and of relevant financial instruments) may be assessed by reference to that person's holdings at a point in time up to midnight of the day for which the determination is made (taking account of acquisitions and disposals executed during that day).
(1) An issuer not falling within (2) must, in relation to shares admitted to trading on a regulated market, on receipt of a notification as soon as possible and in any event by not later than the end of the trading day following receipt of the notification make public all of the information contained in the notification.(2) A non-UK issuer and any other issuers whose shares are admitted to trading on a prescribed (but not a regulated) market must, on receipt of a notification,
(1) If an application is made for the admission of a class of shares, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public in one or more EEA States.(2) For the purposes of paragraph (1), account may also be taken of holders in one or more states that are not EEA States, if the shares are listed in the state or states.(3) For the purposes of paragraph (1), a sufficient number of shares will be taken to have been distributed
The FSA may modify LR 14.2.2 R to accept a percentage lower than 25% if it considers that the market will operate properly with a lower percentage in view of the large number of shares of the same class and the extent of their distribution to the public. For that purpose, the FSA may take into account shares of the same class that are held (even though they are not listed) in states that are not EEA States.1[Note: Article 48 CARD]
The FSA will not admit shares of a company incorporated in a non-EEA State that are not listed either in its country of incorporation or in the country in which a majority of its shares are held, unless the FSA is satisfied that the absence of the listing is not due to the need to protect investors. [Note: Article 51 CARD]
A circular relating to a resolution proposing to grant the directors' authority to allot shares or other securities pursuant to section 551 (Power of directors to allot shares etc: authorisation by company) of the Companies Act 20066 must include:(1) a statement of the maximum amount of shares or other securities6 which the directors will have authority to allot and the percentage which that amount represents of the total ordinary share capital in issue (excluding treasury shares)
(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
(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
(1) When holders of listedequity shares5are sent a notice of meeting which includes any business, other than ordinary business at an annual general meeting, an explanatory circular must accompany the notice. If the other business is to be considered at or on the same day as an annual general meeting, the explanation may be incorporated in the directors' report.(2) A circular or other document convening an annual general meeting at which only ordinary business is to be conducted
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
The resolution approving the adoption of an employees' share scheme or long-term incentive scheme may authorise the directors to establish further schemes based on any scheme which has previously been approved by shareholders but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further schemes are treated as counting against any limits on individual or overall participation in
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.
(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
The following documents must be submitted, in final form, to the FSA by midday two business days before the FSA is to consider the application:(1) a completed Application for Admission of Securities to the Official List;(2) one of:(a) the prospectus, or listing particulars, that has been approved by the FSA; or(b) a copy of the prospectus, a certificate of approval and (if applicable) a translation of the summary of the prospectus, if another EEA State is the home Member State
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 1shares4 for the first time; or [Note: see LR 8.4.3 R and LR 8.4.9 R1];414(2) a completed
If written confirmation of the number of shares4to 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 shares4to be admitted is lower than the number notified under LR 3.3.2 R,1 written confirmation of the number of shares4to 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.14144141
1If the FSA has considered an application for listing and the shares4the subject of the application are not all allotted and admitted following the initial allotment of the shares4(for example, under an offer for subscription), further allotments of shares4may be admitted if before 4pm on the day before admission is sought the FSA has been provided with:444(1) written confirmation of the number of shares4allotted pursuant to a board resolution; and4(2) a copy of the RIS announcement
1Written confirmation of the number of shares4that were allotted (pursuant to a board resolution allotting the shares)4 must be submitted to the FSA as soon as practicable after admission if the number is lower than the number that was announced under LR 3.2.7 G as being admitted to listing.1144
An applicant must keep copies of the following for six years after the admission to listing2:2(1) any agreement to acquire any assets, business or shares4 in consideration for or in relation to which the company's shares4are being issued;44(2) any letter, report, valuation, contract or other documents referred to in the prospectus, listing particulars, circular or other document issued in connection with those shares;44(3) the applicant'sconstitution as at the date of admission;(4)
A number of controls apply under the Act to the promotion of shares or securities that are issued by any body corporate. These controls differ according to whether the person making the promotion is an unauthorised person (see PERG 9.10.2 G) or an authorised person (see PERG 9.10.3 G to PERG 9.10.6 G). In addition, where a body corporate is not an open-ended investment company:(1) the requirements of Prospectus Rules relating to the publication of an approved prospectus may1 apply
The controls under the Act that apply to promotions of shares or securities by unauthorised persons are in section 21 of the Act (Restrictions on financial promotion). These controls apply where an unauthorised person makes a financial promotion in, or from, the United Kingdom that relates to the shares in or securities of any body corporate. The same controls apply regardless of whether the shares or securities being promoted are issued by a body corporate that is an open-ended
Promotions made by authorised persons in the United Kingdom are generally subject to the controls inCOBS 4 (Communicating with clients, including financial promotions).3 However, in the case of shares in, or securities of, a body corporate which is an open-ended investment company, additional controls are imposed by Chapter II of Part XVII of the Act (Restrictions on promotion of collective investment schemes) (see PERG 8.20). Section 238 of the Act (Restrictions on promotion)
In the Regulated Activities Order, shares in or securities of an open-ended investment company are treated differently from shares in other bodies corporate. They are treated as units in a collective investment scheme under article 81 of the Regulated Activities Order (Units in a collective investment scheme) rather than shares under article 76 (Shares etc).
In order to be authorised, a person must have permission to carry on the regulated activities in question. What the permission needs to cover may differ according to whether the regulated activity being carried on relates to units or shares. So, for example, a body corporate that is an open-ended investment company will need permission if it carries on the regulated activity of dealing as principal or agent, arranging (bringing about) or making arrangements with a view to transactions
LR 8.4.2 R to LR 8.4.4 G2 apply in relation to an application for admission of equity shares5if an applicant does not have equity shares5already listed and:255(1) the production of a prospectus or equivalent document1is required; or(2) the application is accompanied by a certificate of approval from another competent authority; or(3) the application is accompanied by a summary document as required byPR 1.2.3R (8).
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FSA2 either:2(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 Shareholder Statement or Pricing Statement, as applicable, to the
LR 8.4.12 R to LR 8.4.13 R apply in relation to transactions involving an issuer with 5 a premium listing4 of equity shares5that:54(1) is required to produce a class 1 circular; or4(2) is producing a circular that proposes a reconstruction or a re-financing which does not constitute a class 1 transaction; or(3) is producing a circular for the proposed purchase of own shares;(a) which does not constitute a class 1 circular; and(b) is required by LR 13.7.1R (2) to include a working
1In this chapter:(1) references to an2 "issuer", in relation to shares admitted to trading on a regulated market, are to an issuer whose Home State is the United Kingdom;2(2) references to a "non-UKissuer" are to an issuer whose shares are admitted to trading on a regulated market and whose Home State is the United Kingdom other than:(a) a public company within the meaning of section 4(2)7of the Companies Act 200674; and434433477(b) a company which is otherwise incorporated in,
Subject to the exemption for certain third country issuers (DTR 5.11.6 R), a person must notify the issuer of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold 5through his direct or indirect holding of financial instruments falling within 2DTR 5.3.1R (1) , subject to the exemption in DTR 5.3.1R(2),58 and DTR 5.3.1R (2A), (or a combination of such holdings) if the percentage of those voting rights2:22(1) reaches, exceeds or falls below 3%,
Voting rights attaching to the following shares are to be disregarded for the purposes of determining whether a person has a notification obligation in accordance with the thresholds in DTR 5.1.2 R:(1) shares acquired for the sole purpose of clearing and settlement within a settlement cycle not exceeding the period beginning with the transaction and ending at the close of the third trading day following the day of the execution of the transaction (irrespective of whether the transaction
(1) References to a market maker are to a market maker which:(a) (subject to (3) below) is authorised by its Home State under MiFID;(b) does not intervene in the management of the issuer concerned; and (c) does not exert any influence on the issuer to buy such shares or back the share price.[Note: articles 9(5) and 9(6) of the TD](2) A market maker relying upon the exemption for shares held by it in that capacity must notify the competent authority of the Home Member State of
(1) The following are to be disregarded for the purposes of determining whether a person has a notification obligation in accordance with the thresholds in DTR 5.1.2 R except at the thresholds of 5% and 10% and above:(a) voting rights attaching to shares forming part of property belonging to another which that person lawfully manages under an agreement in, or evidenced in, writing;(b) voting rights attaching to shares which may be exercisable by a person in his capacity as the
(1) 1A person must make a notification in accordance with the applicable thresholds in DTR 5.1.2R in respect of any financial instruments which they hold, directly or indirectly, which:(a) are qualifying financial instruments within DTR 5.3.2R; or(b) unless (2) or (2A) applies:33(i) are referenced to the shares of an issuer, other than a non-UK issuer; and(ii) have similar economic effects to (but which are not) qualifying financial instruments within DTR 5.3.2R.(2) Paragraph
(1) For the purposes of DTR 5.3.1R (1)(a) and to give effect to Directive 2004/109/EC (TD), qualifying financial instrumentsshould be taken into account in the context of notifying major holdings, to the extent that such instruments give the holder an unconditional right to acquire the underlying shares or cash on maturity. Consequently, should not be considered to include instruments entitling the holder to receive shares depending on the price of the underlying share reaching
A listed company must ensure that for a rights issue the following are notified to a RIS as soon as possible:(1) the issue price and principal terms of the issue; and(2) the results of the issue and, if any rights not taken up are sold, details of the sale, including the date and price per share.
7A listed company must ensure that for a subscription in an open offer with a compensatory element the following are notified to a RIS as soon as possible:(1) the offer price and principal terms of the offer; and(2) the results of the offer and, if any securities not taken up are sold, details of the sale, including the date and price per share.
(1) If a listed company makes an open offer, placing, vendor consideration placing, offer for subscription of equity shares or an issue out of treasury (other than in respect of an employees’ share scheme)3 of a class already listed, the price must not be at a discount of more than 10% to the middle market price of those shares at the time of announcing the terms of the offer or at the time of agreeing the placing (as the case may be).(2) In paragraph (1), the middle market price
A listed company must ensure that any temporary document of title (other than one issued in global form) for an equity security:(1) is serially numbered;(2) states where applicable:(a) the name and address of the first holder and names of joint holders (if any);(b) for a fixed income security, the amount of the next payment of interest or dividend;(c) the pro rata entitlement;(d) the last date on which transfers were or will be accepted for registration for participation in the
A listed company must ensure that any definitive document of title for an equity share6 (other than a bearer security) includes the following matters on its face (or on the reverse in the case of paragraphs (5) and (7)):6(1) the authority under which the listed company is constituted and the country of incorporation and registered number (if any);(2) the number or amount of securities the certificate represents and, if applicable, the number and denomination of units (in the top
There is a general concern that the practice of companies issuing statements and giving briefings may involve a financial promotion. These arise sometimes as a result of requirements imposed by a listing authority or an exchange or market, PERG 8.4.14 G offers guidance on when such statements or briefings may amount to or involve an inducement to engage in investment activity. It indicates that whilst statements of fact alone will not be inducements, there may be circumstances
A 'relevant investment' in article 43 means:(1) shares or debentures or alternative debentures;3 and(2) warrants and certificates representing certain securities relating to (1) and issued by G or a person acting on behalf of or under arrangements made with C.Article 43 allows a company to communicate a financial promotion to its shareholders about rights issues or a cash offer by a third party for their shares. It also allows a company to communicate with its creditors about
Article 59 imposes certain conditions.(1) The financial promotion must be an inducement and not be an invitation or amount to advice to acquire or dispose of an investment.(2) The inducement must not relate to any investment other than shares or debentures or alternative debentures3 issued, or to be issued, by1 the company making the financial promotion (or a member of its group) or warrants relating to or certificates representing such shares or debentures or alternative debentures.3(3)
Article 67 exempts any financial promotion other than an unsolicited real time financial promotion which relates to shares, debentures, alternative debentures3, government and public securities, warrants or certificates representing certain securities which are permitted to be traded or dealt in on a relevant market. A relevant market for the purposes of article 67 is one which meets the criteria in Part I of, or is specified in or established under the rules of an exchange specified
Article 69 is somewhat1 similar to article 59 in the conditions it imposes (see PERG 8.21.12 G). There1 are two main differences between article 69 and article 59.1(1) Article 69 does not apply to unsolicited real time financial promotions.(2) The requirement in article 59 that the financial promotion be accompanied by accounts or a report is replaced in article 69. It is replaced by a requirement that shares or debentures or alternative debentures3 of the company or another body
A requirement common to the exemptions in articles 59, 67 and 69 is that the financial promotions must not relate to investments other than those issued, or to be issued,1 by the company or a member of its group. The FSA is aware that there is concern about comments made in company statements or briefings. This is that they may be held to be inducements to acquire or dispose of, or exercise rights conferred by, an investment issued by a third party. For example, traded options
In the FSA's view, the 'realisation' of an investment means converting an asset into cash or money. The FSA does not consider that 'in specie' redemptions (in the sense of exchanging shares or securities of BC with other shares or securities) will generally count as realisation. Section 236(3)(a) refers to the realisation of an investment, the investment being represented by the 'value' of shares or securities held in BC. In the FSA's view, there is no realisation of value where
The most typical means of realising BC's shares or securities will be by their being redeemed or repurchased, whether by BC or otherwise. There are, of course, other ways in which a realisation may occur. However, the FSA considers that these will often not satisfy all the elements of the definition of an open-ended investment company considered together. For example, the mere fact that shares or securities may be realised on a market will not meet the requirements of the 'satisfaction
The use of an expectation test ensures that the definition of an open-ended investment company is not limited to a situation where a holder of shares in, or securities of, a body corporate has an entitlement or an option to realise his investment. It is enough if, on the facts of any particular case, the reasonable investor would expect that he would be able to realise the investment. The following are examples of circumstances in which the FSA considers that a reasonable investor
However, a reasonable investor's expectation of being able to realise his investment is not displaced simply because, in certain circumstances, no active steps need to be taken to realise the investment. This might happen where a redemption or repurchase of shares or securities may become compulsory as a result of some aspect of the applicable law.
Similarly, if BC issues shares or securities on different terms as to the period within which they are to be redeemed or repurchased (see PERG 9.6.4 G (The investment condition (section 236(3) of the Act): general), BC must be considered as a whole. Whether or not the expectation test is satisfied in relation to a particular body corporate is bound to involve taking account of the terms on which its shares or securities, or classes of shares or securities, are issued. But this
Shares are defined in the Regulated Activities Order as shares or stock in a wide range of entities; that is, any body corporate wherever incorporated and unincorporated bodies formed under the law of a country other than the United Kingdom. They include deferred shares issued by building societies as well as transferable shares in industrial and provident societies, credit unions and equivalent EEA bodies. These shares are transferable and negotiable in a way similar to other
The following are excluded from the specified investment category of shares. Shares or stock in all open-ended investment companies are excluded from being treated in this particular category (but see PERG 2.6.17 G). Exclusions from this category also apply to shares or stock in the share capital of certain mutuals or in equivalent EEA bodies. This takes out building society or credit union accounts and non-transferable shares in industrial and provident societies. These may nevertheless
The category of specified investment of instruments giving entitlements to investments (referred to in the Handbook as warrants) covers warrants and other instruments which confer an entitlement to subscribe for shares, alternative debentures, 6debentures and government and public securities. This is one of several categories of specified investments that are expressed in terms of the rights they confer in relation to other categories of specified investment. The rights conferred
The specified investment category of units in a collective investment scheme includes units in a unit trust scheme, shares in open-ended investment companies and rights in respect of most limited partnerships. Shares in or securities of an open-ended investment company are treated differently from shares in other companies. They are excluded from the specified investment category of shares. This does not mean that they are not investments but simply that they are uniformly treated