LR 12.5 Purchase of own securities other than equity shares

Except where the purchases will consist of individual transactions made in accordance with the terms of issue of the relevant securities, where1 a listed company intends to purchase any of its equity securities (other than equity shares) or preference shares it must:

1. (1)

   ensure that no dealings in the relevant securities are carried out by or on behalf of the company or any member of its group until the proposal has either been notified to a RIS or abandoned; and

2. (2)

   notify a RIS of its decision to purchase.

   1

Any purchases, early redemptions or cancellations of a company's ownlisted equity securities (other than equity shares) or preference shares, by or on behalf of the company or any other member of its group must be notified to a RIS when an aggregate of 10% of the initial amount of the relevant class of securities has been purchased, redeemed or cancelled, and for each 5% in aggregate of the initial amount of that class acquired thereafter.

The notification required by LR 12.5.2 R must be made as soon as possible and in any event no later than 7:30 a.m. on the business day following the calendar day on which the relevant threshold is reached or exceeded. The notification must state:

1. (1)

   the amount of securities acquired, redeemed or cancelled since the last notification; and

2. (2)

   whether or not the securities are to be cancelled and the number of that class of securities that remain outstanding.

Where a listed company purchases or makes an early redemption of shares other than equity shares, the notification required by LR 12.5.2 R must include the matters set out in LR 12.5.3 R and, in addition, the number of the shares purchased or redeemed early for cancellation and the number purchased to be held as treasury shares.

In circumstances where the purchase is not being made pursuant to a tender offer and the purchase causes a relevant threshold in LR 12.5.2 R to be reached or exceeded, no further purchases may be undertaken until after a notification has been made in accordance with LR 12.5.2 R to LR 12.5.4 R.

In the case of securities which are convertible into, exchangeable for, or carry a right to subscribe for equity shares, unless a tender offer is made to all holders of the class, purchases must not be made at a price higher than 5% above the average of the market values for the securities for the five business days immediately prior to the date of purchase.

Where, within a period of 12 months, a listed company purchases warrants or options over its own equity shares which, on exercise, convey the entitlement to equity shares representing 15% or more of the company's existing issued shares (excluding treasury shares), the company must send to its shareholders a circular containing the following information:

1. (1)

   a statement of the directors' intentions regarding future purchases of the company's warrants and options;

2. (2)

   the number and terms of the warrants or options acquired and to be acquired and the method of acquisition;

3. (3)

   where warrants or options have been, or are to be, acquired from specific parties, a statement of the names of those parties and all material terms of the acquisition; and

4. (4)

   details of the prices to be paid.