LR 13.2 Approval of circulars

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

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.

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).

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.

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