LR 21.9 Transactions and circulars: certificates representing shares
Compliance with LR 10 (Significant transactions: Premium listing)
1A listed company must comply with LR 10 (Significant transactions: Premium listing) subject to the modifications and additional requirements set out in LR 21.9.2G to LR 21.9.9R.
1Where a company has certificates representing shares listed, the purpose of LR 10 is also to ensure that holders of certificates representing shares:
- (1)
are notified of certain transactions entered into by the listed company; and
- (2)
have the opportunity to vote on larger proposed transactions.
1For the purposes of LR 21.9.1R, references to the listed company or the issuer must be read as references to the issuer of the equity shares which the certificates represent in LR 10.
1For the purposes of LR 21.9.1R, in LR 10.2.7R(1)(b) the figure used to determine the market capitalisation of the listed company is calculated as follows:
- (1)
where the class of equity shares which the certificates represent is listed, the aggregate market value of all the equity shares which are listed (excluding treasury shares); and
- (2)
where the class of equity shares which the certificates represent is not listed:
- (a)
by dividing the aggregate market value of all the equity shares which are represented by the certificates in issue by the number of equity shares represented by the certificates; and
- (b)
then multiplying the result by the total number of equity shares in the class of the equity shares which the certificates represent (excluding treasury shares).
- (a)
1A listed company is required under LR 21.8.13R(3) to ensure that any circular which is sent to shareholders pursuant to LR 10.5.1R(2) or LR 10.5.4R(1)(b) is sent to holders of its certificates representing shares at the same time as the circular is despatched to shareholders.
1For the purposes of obtaining the prior shareholder approval required by LR 10.5.1R, a listed company is required under LR 21.8.13R to ensure that the holders of its certificates representing shares are able to exercise the votes attaching to the equity shares which the certificates represent on any shareholder vote.
1For the purposes of LR 21.9.1R, in LR 10.5.5G it may also be necessary to adjourn a convened shareholder meeting if a supplementary circular cannot be sent to holders of listed certificates representing shares at least 7 days prior to the convened shareholder meeting as required by LR 13.1.9R.
1For the purposes of LR 21.9.1R, paragraph 5R(5) of Annex 1 to LR 10 (Significant transactions: Premium listing) does not apply and, for the purposes of paragraph 5R(1) of Annex 1, the figure used to determine market capitalisation is calculated as at the close of business on the last business day before the announcement as follows:
- (1)
where the class of equity shares which the certificates represent is listed, the aggregate market value of all the equity shares which are listed (excluding treasury shares); and
- (2)
where the class of equity shares which the certificates represent is not listed:
- (a)
by dividing the aggregate market value of all the equity shares which are represented by the certificates in issue by the number of equity shares represented by the certificates; and
- (b)
then multiplying the result by the total number of equity shares in the class of the equity shares which the certificates represent (excluding treasury shares).
- (a)
1For the purposes of LR 21.9.1R, in paragraphs 7R(4)(a) and 7R(5)(a) of Annex 1 to LR 10 the market value of the listed company’s shares is to be calculated as follows:
- (1)
where the class of equity shares which the certificates represent is listed, the aggregate market value of all the equity shares which are listed (excluding treasury shares); and
- (2)
where the class of equity shares which the certificates represent is not listed:
- (a)
by dividing the aggregate market value of all the equity shares which are represented by the certificates in issue by the number of equity shares represented by the certificates; and
- (b)
then multiplying the result by the total number of equity shares in the class of the equity shares which the certificates represent (excluding treasury shares).
- (a)
Compliance with LR 12 (Dealing in own securities and treasury shares: Premium listing)
1A listed company must comply with all the requirements of LR 12 (Dealing in own securities and treasury shares: Premium listing) subject to the modifications and additional requirements set out in LR 21.9.11R to LR 21.9.17G.
1For the purposes of LR 21.9.10R, in LR 12:
- (1)
references to the listed company must be read as references to the issuer of the equity shares which the certificates represent; and
- (2)
the reference in the definition of tender offer to a class of its listed equity securities must be read as a reference to a class of equity shares which the certificates represent.
1In relation to the requirement set out in LR 12.3.1R(1), the listed company is required under LR 21.8.13R to ensure that, where the tender offer is made to holders of the class of equity shares which the certificates represent, the holders of its certificates representing shares have an equal opportunity to participate in the tender offer.
1Where a purchase by a listed company of its own equity securities or preference shares is to be made from a related party which is a sovereign controlling shareholder or an associate of a sovereign controlling shareholder, the listed company should note LR 12.3.2R.
1For the purposes of LR 21.9.10R, in relation to the requirement set out in LR 12.4.2R (for purchases by the listed company of 15% or more of any class of its equity shares to be by way of a tender offer to all shareholders of that class), the listed company is required under LR 21.8.13R to ensure that, where the tender offer is made to holders of the class of equity shares which the certificates represent, the holders of its certificates representing shares have an equal opportunity to participate in the tender offer.
1For the purposes of obtaining the shareholder approval required by LR 12.4.2AR, a listed company is required under LR 21.8.13R to ensure that the holders of its certificates representing shares are able to exercise the votes attaching to the equity shares which the certificates represent on any shareholder vote.
1For the purposes of LR 21.9.10R, references to securities convertible into equity shares with a premium listing must be read as references to securities convertible into the equity shares which the certificates with a premium listing represent in the following:
- (1)
LR 12.5.1R; and
- (2)
1A listed company is required under LR 21.8.13R(3) to ensure that any circular which is sent to shareholders pursuant to LR 12.5.7R is sent to holders of its certificates representing shares at the same time as the circular is despatched to shareholders.
Compliance with LR 13 (Contents of circulars: Premium listing)
1A listed company must comply with all the requirements of LR 13 (Contents of circulars: Premium listing) subject to the modifications and additional requirements set out in LR 21.9.19R to LR 21.9.22R.
1For the purposes of LR 21.9.18R, in LR 13 references to the listed company or to the issuer must be read as references to the issuer of the equity shares which the certificates represent.
1A listed company must ensure that circulars it issues to:
- (1)
holders of its listed certificates representing shares; and
- (2)
holders of the class of equity shares which the certificates represent,
comply with the requirements of LR 13 as amended by this section.
1For the purposes of LR 21.9.18R, references to holders of listed equity shares must be read as references to holders of listed certificates representing share and holders of the class of equity shares which the certificates represent in the following:
- (1)
- (2)
LR 13.2.10R; and
- (3)
1For the purposes of LR 21.9.18R, in LR 13.8.18R references to controlling shareholder must be read as excluding a sovereign controlling shareholder.