LR 12.6 Treasury shares

Subject to LR 12.6.2 R, sales for cash, or transfers for the purposes of, or pursuant to, an employees' share scheme, of treasury shares must not be made during a prohibited period.

LR 12.6.1 R does not apply to sales or transfers by a listed company of treasury shares in the following circumstances:

1. (1)

   transfers of shares arising out of the operation of an employees' share scheme into a saving scheme investing only in securities of the company following:

   1. (a)

      exercise of an option under a savings related share option scheme; or

   2. (b)

      release of shares from a share incentive plan;

2. (2)

   with the exception of a disposal of securities received by a person discharging managerial responsibilities as a participant, dealings in connection with an HM Revenue and Customs approved employee share scheme, or any other employees' share scheme under which participation is extended, on similar terms, to those contained in an HM Revenue and Customs approved "Save-as-you-earn" share option scheme, to all or most employees of the participating companies in that scheme;

3. (3)

   transfers of securities by the company to an independent trustee of an employees' share scheme to a beneficiary who is not a person discharging managerial responsibilities; and

4. (4)

   sales or transfers by the company of treasury shares (other than equity shares) of a class whose price or value would not be likely to be significantly affected by the publication of the information giving rise to the prohibited period.

If by virtue of its holding treasury shares, a listed company is allotted shares as part of a capitalisation issue, the company must notify 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 allotment occurred of the following information:

1. (1)

   the date of the allotment;

2. (2)

   the number of shares allotted;

3. (3)

   a statement as to what number of shares allotted have been cancelled and what number is being held as treasury shares; and

4. (4)

   where shares allotted are being held as treasury shares, a statement of:

   1. (a)

      the total number of treasury shares of each class held by the company following the allotment; and

   2. (b)

      the number of shares of each class that the company has in issue less the total number of treasury shares of each class held by the company following the allotment.

Any sale for cash, transfer for the purposes of or pursuant to an employees' share scheme or cancellation of treasury shares by a listed company 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 sale, transfer or cancellation occurred. The notification must include:

1. (1)

   the date of the sale, transfer or cancellation;

2. (2)

   the number of shares sold, transferred or cancelled;

3. (3)

   the sale or transfer price for each of the highest and lowest prices paid, where relevant; and

4. (4)

   a statement of:

   1. (a)

      the total number of treasury shares of each class held by the company following the sale, transfer or cancellation; and

   2. (b)

      the number of shares of each class that the company has in issue less the total number of treasury shares of each class held by the company following the sale, transfer or cancellation.