LR 5.2 Cancelling listing

The FCA may cancel the listing of securities if it is satisfied that there are special circumstances that preclude normal regular dealings in them. [Note: article 18(2) CARD]

An issuer must satisfy the requirements applicable to it in LR 5.2.5 R to LR 5.2.11 R and LR 5.3 before the FCA will cancel the listing of its securities at its request.

Subject to 41 LR 5.2.7 R, LR 5.2.10 R and LR 5.2.12 R, 1an issuer with a premium listing4that wishes the FCA to cancel the listing of any of its 5equity shares 1with a premium listing 4must:

1. (1)

   send a circular to the holders of the securities. The circular must:

   1. (a)

      comply with the requirements of LR 13.3.1 R and LR 13.3.2 R (contents of all circulars);

   2. (b)

      be submitted to the FCA for approval prior to publication; and

   3. (c)

      include the anticipated date of cancellation (which must be not less than 20 business days following the passing of the resolution referred to in paragraph (2));

2. (2)

   obtain, at a general meeting, the prior approval of a resolution for the cancellation from a majority of not less than 75% of the holders of the securities as (being entitled to do so) vote in person or, where proxies are allowed, by proxy;

3. (3)

   notify a RIS, at the same time as the circular is despatched to the relevant security holders, of the intended cancellation and of the notice period and meeting; and

4. (4)

   also notify a RIS of the passing of the resolution in accordance with LR 9.6.18 R.

LR 5.2.5 R (2) will not apply where an issuer of equity shares1 notifies a RIS:4

1. (1)

   that the financial position of the issuer or its group is so precarious that, but for the proposal referred to in LR 5.2.7 R (2), there is no reasonable prospect that the issuer will avoid going into formal insolvency proceedings;

2. (2)

   that there is a proposal for a transaction, arrangement or other form of reconstruction of the issuer or its group which is necessary to ensure the survival of the issuer or its group and the continued listing would jeopardise the successful completion of the proposal;

3. (3)

   explaining;

   1. (a)

      why the cancellation is in the best interests of those to whom the issuer or its directors have responsibilities (including the bodies of securities holders and creditors, taken as a whole); and

   2. (b)

      why the approval of shareholders will not be sought prior to the cancellation of listing; and

4. (4)

   giving at least 20 business days notice of the intended cancellation.

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Where an investment entity no longer has a premium listing of equity shares it must apply under LR 5.2.8 R for cancellation of the listing of any other class of listed equity shares.

An issuer that wishes the FCA to cancel the listing of listed securities (other than equity shares 1with a premium listing41) must notify a RIS, giving at least 20 business days notice of the intended cancellation but is not required to obtain the approval of the holders of those securities contemplated in LR 5.2.5 R (2).

Issuers with debt securities falling under LR 5.2.8 R must also notify, in accordance with the terms and conditions of the issue of those securities, holders of those securities or a representative of the holders, such as a trustee, of intended cancellation of those securities, but the prior approval of the holders of those securities in a general meeting need not be obtained.

LR 5.2.5 Rdoes4 not apply to the cancellation of equity shares with a premium listing5 when in the case of a takeover offer:

1. (1)

   the offeror has by virtue of its shareholdings and acceptances of the offer, acquired or agreed to acquire issued share capital carrying 75% of the voting rights of the issuer; and

2. (2)

   the offeror has stated in the offer document or any subsequent circular sent to the security holders that a notice period of not less than 20 business days prior to cancellation will commence either on the offeror attaining the required 75% as described in LR 5.2.10 R (1) or on the first date of issue of compulsory acquisition notices under section 9791 of the Companies Act 20061 (Right of offeror to buy out minority shareholder1).

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In the circumstances of LR 5.2.10 R, the company must notify shareholders5 that the required 75% has been attainedand that the notice period has commenced and of the anticipated date of cancellation or the explanatory letter or other material accompanying the section 979 2notice must state that the notice period has commenced and the anticipated date of cancellation.

1LR 5.2.5 R and LR 5.2.8 R do not apply to the cancellation of equity shares as a result of:

1. (1)

   a takeover or restructuring of the issuer effected by a scheme of arrangement under Part 26 of the Companies Act 20063; or

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2. (2)

   an administration or liquidation of the issuer pursuant to a court order under the Insolvency Act 1986, Building Societies Act 1986, Water Industry Act 1991, Banking Act 2009, Energy Act 2011 or the Investment Bank Special Administration Regulations 2011; or6

3. (3)

   the appointment of an administrator under paragraphs 14 (appointment by holder of floating charge) or 22 (appointment by company or directors) of Schedule B1 to the Insolvency Act 1986; or6

4. (4)

   a resolution for winding up being passed under section 84 of the Insolvency Act 1986; or6

5. (5)

   the appointment of a provisional liquidator by the court under section 135 of the Insolvency Act 1986; or6

6. (6)

   a company voluntary arrangement pursuant to Part 1 of the Insolvency Act 1986, subject to the time limits for the challenge of decisions made set out in Part 1 of the Insolvency Act 1986 having expired; or6

7. (7)

   statutory winding up or reconstruction measures in relation to an overseas issuer under equivalent overseas legislation having similar effect to those set out in (1) to (6).6