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 5.2.11CR 10 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, LR 5.2.11A R9 and LR 5.2.12 R, 1an issuer with a premium listing4that wishes the FCA to cancel the listing of any of its 5securities11 with a premium listing 4must:

1. (1)

   send a circular to the holders of the relevant securities11.9 The circular must:

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   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)

   in the case of a cancellation of listing of equity shares,11 obtain, at a general meeting, the prior approval of a resolution for the cancellation from:9

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   1. (a)

      a majority of not less than 75% of the votes attaching to the shares voted on the resolution; and9

   2. (b)

      where an issuer has a controlling shareholder, a majority of the votes attaching to the shares of independent shareholders voted on the resolution;9

3. (2A)

   in the case of a cancellation of listing of certificates representing shares, obtain, at a meeting of the holders of the certificates, the prior approval of a resolution for the cancellation from: 11

   1. (a)

      a majority of not less than 75% in value of the certificates representing shares in issue at the time of the meeting that are voted on the resolution; and11

   2. (b)

      where an issuer has a controlling shareholder, a majority in value of the certificates representing shares in issue at the time of the meeting that are:11

      1. (i)

         held by holders of certificates other than the controlling shareholder; and11

      2. (ii)

         that are voted on the resolution;11

4. (3)

   notify a RIS, at the same time as the circular is despatched to the relevant holders of the securities11, of the intended cancellation and of the notice period and meeting; and

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5. (4)

   notify a RIS of the passing of the resolution in accordance with LR 9.6.18 R or (as applicable) LR 21.8.11R11

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LR 5.2.5 R (2) and (2A)11 will not apply where an issuer of securities11 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 or, in the case of certificates representing shares, holders of certificates11 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 a closed-ended investment fund12 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 securities11 with 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) or (2A)11.

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 securities11 with a premium listing5 in the case of a takeover offer if9:

1. (1)

   the offeror or any controlling shareholder who is an offeror is interested in 50% or less of the voting rights of an issuer before announcing its firm intention to make its takeover offer;9

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2. (2)

   the offeror has by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the voting rights of the issuer; and9

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3. (3)

   the offeror has stated in the offer document or any subsequent circular sent to the holders of the shares that a notice period of not less than 20 business days prior to cancellation will commence either on the offeror obtaining the required 75% as described in LR 5.2.10 R (2) or on the first date of issue of compulsory acquisition notices under section 979 of the Companies Act 2006 (Right of offeror to buy out minority shareholder).9

Where LR 5.2.10R applies, the 14issuer9 must notify shareholders5 and, in the case of certificates representing shares, holders of certificates:14

1. (1)

   by stating:14

   1. (a)

      that the offeror has reached the threshold described in LR 5.2.10R(2);14

   2. (b)

      that the notice period has therefore commenced; and14

   3. (c)

      the anticipated date of cancellation, or14

2. (2)

   by stating in the explanatory letter or other material accompanying the section 979 notice:14

   1. (a)

      that the notice period has commenced; and14

   2. (b)

      the anticipated date of cancellation.14

9LR 5.2.5 R does not apply to the cancellation of securities11 with a premium listing in the case of a takeover offer if:

1. (1)

   the offeror or any controlling shareholder who is an offeror is interested in more than 50% of the voting rights of an issuer before announcing its firm intention to make its takeover offer;

2. (2)

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

3. (3)

   10the offeror has obtained acceptances of its takeover offer or acquired or agreed to acquire shares from independent shareholders that represent a majority of the voting rights held by the independent shareholders on the date its firm intention to make its takeover offer was announced; and

4. (4)

   the offeror has stated in the offer document or any subsequent circular sent to the holders of the shares that a notice period of not less than 20 business days prior to cancellation will commence either on the offeror obtaining the relevant shareholding and acceptances as described in LR 5.2.11A R (2) to (3) 10or on the first date of issue of compulsory acquisition notices under section 979 of the Companies Act 2006.

9For the purposes of LR 5.2.11A R (4), the offer document or circular must make clear that the notice period begins only when the offeror has announced that it has acquired or agreed to acquire shares representing 75% of the voting rights and, if relevant, has obtained acceptances of its takeover offer or acquired or agreed to acquire shares from independent shareholders that represent a majority of the voting rights held by the independent shareholders.

Where LR 5.2.11AR applies, the14 issuer must notify shareholders and, in the case of certificates representing shares, holders of certificates:14

1. (1)

   by stating:14

   1. (a)

      that the relevant thresholds described in LR 5.2.11AR(2) to (3) have been reached;14

   2. (b)

      that the notice period has therefore commenced; and of14

   3. (c)

      the anticipated date of cancellation, or14

2. (2)

   by stating in the explanatory letter or other material accompanying the section 979 notice:14

   1. (a)

      that the notice period has commenced; and14

   2. (b)

      the anticipated date of cancellation.14

1LR 5.2.5 R and LR 5.2.8 R do not apply to the cancellation of equity shares and certificates representing shares11 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