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You are viewing the version of the document as on 2023-09-29.

Timeline guidance

LR 13.2 Approval of circulars

Circulars to be approved

LR 13.2.1RRP

A listed company must not circulate or publish any of the following types of circular unless it has been approved by the5 FCA:5

5
  1. (1)

    a class 1 circular; or5

  2. (2)

    a related party circular; or5

  3. (3)

    a circular that proposes the purchase by a listed company of its own shares which is required by LR 13.7.1R (2) to include a working capital statement; or5

    [Note: LR 12.4.10 G]

  4. (4)

    a circular that proposes a reconstruction or a refinancing of a listed company which is required by LR 9.5.12 R to include a working capital statement; or5

  5. (5)

    a circular that proposes a cancellation of listing which is required to be sent to shareholders under LR 5.2.5 R (1); or5

  6. (6)

    a circular that proposes a transfer of listing which is required to be sent to shareholders under LR 5.4A.4 R (2).5

Circulars not requiring approval

LR 13.2.2R

[deleted]5

5
LR 13.2.2AG

[deleted]5

5
LR 13.2.3R

[deleted]5

Approval procedures

LR 13.2.4RRP

The following documents (to the extent applicable) must be lodged with the FCA in final form before it will approve a circular:

  1. (1)

    a Sponsors Declaration for the Production of a Circular completed by the sponsor;

  2. (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; and4

  3. (3)

    [deleted]4

  4. (4)

    any other document that the FCA has sought in advance from the listed company or its sponsor.

LR 13.2.5RRP

A copy6 of the following documents in draft form must be submitted at least 10 clear business days before the date on which the listed company intends6 to publish the circular:

  1. (1)

    the circular; and

  2. (2)

    the letters and documents referred to in LR 13.2.4R (1) and (2).

LR 13.2.6R

[deleted]4

24
LR 13.2.7RRP

If a circular submitted for approval is amended, a copy6 of amended drafts must be resubmitted, marked to show changes made to conform with FCA comments and to indicate other changes.

Approval of circulars

LR 13.2.8GRP

The FCA will approve a circular if it is satisfied that the requirements of this chapter are satisfied.

LR 13.2.9GRP

The FCA will only approve a circular between 9a.m. and 5.30p.m. on a business day (unless alternative arrangements are made in advance).

Note: LR 9.6.1R6 requires a company to forward to the FCA a copy6 of all circulars issued (whether or not they require approval) for publication, by uploading it to the national storage mechanism6.

Sending approved circulars

LR 13.2.10RRP

3A listed company must send a circular to holders of its listed equity shares as soon as practicable after it has been approved.