LR 13.7 Circulars about purchase of own equity shares3

A circular relating to a resolution proposing to give the company authority to purchase its own equity securities must also include:

1. (a)

   if the authority sought is a general one, a statement of the directors' intentions about using the authority;

2. (b)

   if known, the method by which the company intends to acquire its equity shares and the number to be acquired in that way;

3. (c)

   a statement of whether the company intends to cancel the equity shares or hold them in treasury;

4. (d)

   if the authority sought related to a proposal to purchase from specific parties, a statement of the names of the persons from whom equity shares are to be acquired together with all material terms of the proposal;

5. (e)

   details about the price, or the maximum and minimum price, to be paid;

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6. (f)

   the total number of warrants and options6 to subscribe for equity shares that are outstanding at the latest practicable date before the circular is published and both the proportion of issued share capital (excluding treasury shares) that they represent at that time and will represent if the full authority to buyback shares (existing and being sought) is used; and4

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7. (g)

   where LR 12.4.2A R applies, an explanation of the potential impact of the proposed share buyback, including whether control of the listed company may be concentrated following the proposed transaction.4

If the exercise in full of the authority sought would result in the purchase of 25% or more of the company's issued equity shares (excluding treasury shares) the circular must also include the following information referred to in the PR Regulation5:

1. (a)

   Annex 1 item 3.15 – Risk factors;

2. (b)

   Annex 1 Section 105 – Trend information;

3. (c)

   Annex 1 item 15.25 – Shareholdings and stock options5;

4. (d)

   Annex 1 item 16.15 – Major interests in shares;

5. (e)

   Annex 1 item 18.7.15 – Significant changes in the issuer’s financial position5;

6. (f)

   Annex 115 item 3.1 – Working capital statement5 (this must be based on the assumption that the authority sought will be used in full at the maximum price allowed and this assumption must be stated). This information is not required to be included in a circular issued by a closed-ended investment fund.1