LR 13.2 Approval of circulars
Circulars to be approved
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)
a class 1 circular; or5
- (2)
a related party circular; or5
- (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)
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)
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)
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
[deleted]5
Approval procedures
The following documents (to the extent applicable) must be lodged with the FCA in final form before it will approve a circular:
- (1)
a Sponsors Declaration for the Production of a Circular completed by the sponsor;
- (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)
[deleted]4
- (4)
any other document that the FCA has sought in advance from the listed company or its sponsor.
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)
the circular; and
- (2)
the letters and documents referred to in LR 13.2.4R (1) and (2).
Approval of circulars
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
3A listed company must send a circular to holders of its listed equity shares as soon as practicable after it has been approved.