LR 21.10 Transactions with related parties: certificates representing shares

1A listed company must comply with LR 11 (Related party transactions: Premium listing) subject to the modifications and additional requirements in LR 21.10.2R to LR 21.10.8G.

1For the purposes of LR 21.10.1R:

1. (1)

   in LR 11 references to a listed company must be read as references to the issuer of the equity shares which the certificates represent; and

2. (2)

   in LR 11.1.4AR the reference to the company must be read as a reference to the issuer of the equity shares which the certificates represent.

1In the case of a related party which is a sovereign controlling shareholder or an associate of a sovereign controlling shareholder:

1. (1)

   the following provisions do not apply:

   1. (a)

      LR 11.1.1AR to LR 11.1.1ER;

   2. (b)

      LR 11.1.7R(2) to LR 11.1.7R(4);

   3. (c)

      LR 11.1.7CR and LR 11.1.8G;

   4. (d)

      LR 11.1.10R(2)(b); and

   5. (e)

      LR 11.1.11R(3)(a);

2. (2)

   the following provisions are modified as follows:

   1. (a)

      LR 11.1.7AR must be read as if the words “after obtaining shareholder approval but” are omitted;

   2. (b)

      LR 11.1.9G must be read as follows:

      1. (i)

         the reference to LR 11.1.7R must be read as a reference to LR 11.1.7R as modified by LR 21.10.4R(1); and

      2. (ii)

         as if the words “and LR 11.1.8G” are omitted;

   3. (c)

      LR 11.1.11R(1) must be read as if the words “and the transactions or arrangements have not been approved by shareholders” are replaced by “and LR 11.1.11R(2) as modified by LR 21.10.4R(2)(d) has not been complied with in relation to these transactions or arrangements”; and

   4. (d)

      LR 11.1.11R(2) must be read as follows:

      1. (i)

         as if the first sentence is omitted and replaced by the following sentence “If any percentage ratio is 5% or more for the aggregated transactions or arrangements, the listed company must comply with LR 11.1.7R as modified by LR 21.10.4R(1) in respect of the latest transaction or arrangement, and details of each of the transactions or arrangements being aggregated must be included in the notification required by LR 11.1.7R(1).”; and

      2. (ii)

         as if the “Note” is omitted.

1The requirement in LR 8.2.3R to obtain the guidance of a sponsor does not apply where a listed company is proposing to enter into a transaction which is, or may be, a related party transaction and the related party concerned is a sovereign controlling shareholder or an associate of a sovereign controlling shareholder, unless the related party transaction is, or may be, a purchase by the listed company of its own equity securities or preference shares.