LR 17.4 Disclosures

An issuer must notify a RIS as soon as possible of:

1. (1)

   any new issues and guarantee or security related to such new issues; [Note: Article 81CARD]

2. (2)

   any change of guarantor or security of its listed securities where this information is important for the purposes of assessing the securities in question;

3. (3)

   any change in the rights attaching to listed securities (including any change in loan terms or in the rate of interest carried by the listed securities); [Note: Article 81 CARD]

4. (4)

   when any document has been submitted to the FSA for publication through the document viewing facility under LR 17.3.1 R, unless the full text of the document is provided to a RIS;

5. (5)

   any change of paying agent in the United Kingdom; and

6. (6)

   the publication of:

   1. (a)

      its annual report and accounts;

   2. (b)

      in the case of debt securities guaranteed by another company, the annual report and accounts of the company that is providing the guarantee unless that company is listed or adequate information is otherwise available; and

   3. (c)

      in the case of convertible securities which are exchangeable for securities of another company, the annual report and accounts of that other company unless that company is listed or adequate information is otherwise available.

An issuer must ensure that at least in each EEA state in which its securities are listed, all the necessary facilities and information are available to enable holders of such securities to exercise their rights. In particular, it must:

1. (1)

   inform holders of meetings which they are entitled to attend;

2. (2)

   enable them to exercise their vote, where applicable; and

3. (3)

   publish notices or distribute circulars giving information on:

   1. (a)

      the payment of interest in respect of such securities; and

   2. (b)

      the exercise of any conversion, exchange, subscription or renunciation rights and repayment of its securities. [Note: Article 78(2) CARD]

An issuer of bearer securities must comply with LR 17.4.2 R by publishing an advertisement in at least one national newspaper in the United Kingdom.1

1. (1)

   An issuer must notify a RIS of all notices to holders of its listed securities no later than the date the notices are sent to holders.

2. (2)

   An issuer must submit to the FSA draft copies of any proposed amendment to its constitution which would affect the rights of holders. [Note: Article 79 CARD]

Any changes to conversion rights attaching to convertible securities must be notified to a RIS as soon as possible. [Note: Article 81 CARD]

In the case of debt securities guaranteed by another company, an issuer must submit to the FSA the annual report and accounts of the company that is providing the guarantee unless that company is listed or adequate information is otherwise available.

In the case of convertible securities which are exchangeable for securities of another company, an issuer must submit to the FSA the annual report and accounts of that other company unless that company is listed or adequate information is otherwise available.

Where an issuer proposes to issue further debt securities that are:

1. (1)

   backed by the same assets; and

2. (2)

   not fungible with existing classes of debt securities; or

3. (3)

   not subordinated to existing classes of debt securities;

the issuer must inform the holders of the existing classes of debt securities.