1. (1)

   1The FSA may suspend, with effect from such time as it may determine, the listing of any securities if the smooth operation of the market is, or may be, temporarily jeopardised or it is necessary to protect investors. [Note: article 18(1) CARD]

2. (2)

   An issuer that has the listing of any of its securities suspended must continue to comply with all listing rules applicable to it.

3. (3)

   If the FSA suspends the listing of any securities, it may impose such conditions on the procedure for lifting the suspension as it considers appropriate.

The FSA 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 FSA will cancel the listing of its securities at its request.

Subject to LR 5.2.6 R1LR 5.2.7 R, LR 5.2.10 R and LR 5.2.12 R, 1an issuer that wishes the FSA to cancel the listing of any of its equity shares1with a primary listing must:

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 FSA 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.

1An issuer that wishes to cancel the secondary listing of its ordinary equity shares must also comply with the requirements in LR 5.2.5 R if:

1. (1)

   the shares have previously been converted from being primary listed to secondary listed; and

2. (2)

   the conversion has taken place within 2 years before the proposed cancellation of the secondary listing of the shares.

An issuer is not required to seek the prior approval of the holders of the ordinary equity shares1for which a cancellation is being sought in accordance with LR 5.2.5 R (2) or LR 5.2.5A R1 if the shares1are admitted to trading on a regulated market in an EEA State when the cancellation takes effect.

LR 5.2.5 R (2) and LR 5.2.5A R1 will alsonot apply where an issuer of ordinary equity shares1 notifies a RIS;

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.

An issuer that wishes the FSA to cancel the listing of listed securities (other than ordinary equity shares1with a primary listing or ordinary equity shares to which LR 5.2.5A R apply1) 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 R and LR 5.2.5A R do not apply to the cancellation of ordinary equity shares of an issuer5 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 the security holders 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.

1 LR 5.2.5 R , LR 5.2.5A R and LR 5.2.8 R do not apply to the cancellation of ordinary equity shares of an issuer as a result of:

1. (1)

   a takeover or restructuring of the issuer effected by a scheme of arrangement under Part 13 of the Companies Act 19852; or

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2. (2)

   an administration or liquidation of the issuer pursuant to a court order under the Insolvency Act 1986.

A request by an issuer for the listing of its securities to be suspended or cancelled must be in writing and must include:

1. (1)

   the issuer's name;

2. (2)

   details of the securities to which it relates and the RIEs on which they are traded;

3. (3)

   a clear explanation of the background and reasons for the request;

4. (4)

   the date on which the issuer requests the suspension or cancellation to take effect;

5. (5)

   for a suspension, the time the issuer wants the suspension to take effect;

6. (6)

   if relevant, a copy of any circular or announcement or other document upon which the issuer is relying;

7. (7)

   if relevant, evidence of any resolution required under LR 5.2.5 R;

8. (8)

   if being made by an agent on behalf of the issuer, confirmation that the agent has the issuer's authority to make it;

9. (9)

   the name and contact details of the person at the issuer (or, if appropriate, an agent) with whom the FSA should liaise in relation to the request;

10. (10)

    if the issuer is making a conditional request, a clear statement of the applicable conditions;

11. (11)

    a copy of any announcement the issuer proposes to notify to a RIS that it is relying on in making its request to suspend or cancel; and

12. (12)

    a copy of any announcement the issuer proposes to notify to a RIS announcing the suspension or cancellation.

The issuer must also include with a request to cancel the listing of its securities the following:

1. (1)

   if the cancellation is to take effect after the completion of the compulsory acquisition procedures under Chapter 3 of Part 281 of the Companies Act 20061, a copy of the notice sent to dissenting shareholders of the offeree together with written confirmation that there have been no objections made to the court within the prescribed period;

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2. (2)

   for a cancellation referred to in LR 5.2.10 R an extract from, or a copy of, the offer document or relevant circular clearly showing the intention to cancel the offeree’s listing and a copy of the announcement stating the date on which the cancellation was expected to take effect; and

3. (3)

   if a cancellation is to take place after a scheme of arrangement becomes effective under section 425 of the Companies Act 1985 2 and a new company is to be listed as a result of that scheme, either:

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   1. (a)

      a copy of the certificate from the Registrar of Companies that the scheme has become effective; or

   2. (b)

      documents which demonstrate adequately that the scheme will become effective on a specified date in the future.

A written request by an issuer to have the listing of its securities cancelled must be made not less than 24 hours before the cancellation is expected to take effect.

The FSA may restore the listing of any securities that have been suspended if it considers that the smooth operation of the market is no longer jeopardised or if the suspension is no longer required to protect investors. The FSA may restore the listing even though the issuer does not request it.

The FSA will refuse a request to restore the listing of securities if it is not satisfied of the matters set out in LR 5.4.2 R.

An issuer must inform the FSA if its listing has been suspended, cancelled or restored by an overseas exchange or overseas authority.