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  2. Point in time
    2009-02-07

LR 10.5 Class 1 requirements

Notification and shareholder approval

LR 10.5.1RRP

A listed company must, in relation to a class 1 transaction:

  1. (1)

    comply with the requirements of LR 10.4 (Class 2 requirements) for the transaction;

  2. (2)

    send an explanatory circular to its shareholders and obtain their prior approval in a general meeting for the transaction; and

  3. (3)

    ensure that any agreement effecting the transaction is conditional on that approval being obtained.

Note: LR 13 sets out requirements for the content and approval of class 1 circulars.

Material change to terms of transaction1

LR 10.5.2RRP

1If, after the production of a circular and before the completion of a class 1 transaction or a reverse takeover, there is a material change to the terms of the transaction, the listed company must comply again separately with LR 10.5.1 R in relation to the transaction.

LR 10.5.3GRP

1The FSA would (amongst other things) generally consider an increase of 10% or more in the consideration payable to be a material change to the terms of the transaction.