LR 9.2 Requirements with continuing application
Admission to trading
A listed company must comply with LR 2.2.3 R at all times.
A listed company must inform the FSA in writing as soon as possible if it has:
- (1)
requested a RIE to admit or re-admit any of its listed equity shares5 to trading; or
5 - (2)
requested a RIE to cancel or suspend trading of any of its listed equity shares;5 or
- (3)
been informed by a RIE that trading of any of its listed equity shares5 will be cancelled or suspended.
5
Control of assets and independent business2
2A listed company that has equity shares listed5must comply with LR 6.1.4 R (2) and (3) at all times. This rule does not apply to a mineral company, a scientific research based company, a closed-ended investment fund or an open-ended investment company3.
53Settlement arrangements
A listed company must comply with LR 6.1.23 R at all times.
Compliance with the disclosure rules and transparency rules1
A listed company, whose equity shares5 are admitted to trading on a regulated market in the United Kingdom, should consider its obligations under DTR 2 (Disclosure and control of inside information by issuers).1
5A listed company that is not already required to comply with DTR 2 (Disclosure and control of inside information by issuers) must comply with DTR 2 as if it were an issuer for the purposes of the disclosure rules and transparency rules.1
1A listed company, whose equity shares 5are admitted to trading on a regulated market, should consider its obligations under DTR 4 (Periodic financial reporting), DTR 5 (Vote holder and issuer notification rules),4 DTR 6 (Access to information) and DTR 7 (Corporate governance).4
541A listed company that is not already required to comply with the transparency rules (or with corresponding requirements imposed by another EEA Member State) must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules.
Compliance with the Model Code
No dealings in any securities may be effected by or on behalf of a listed company or any other member in its group at a time when, under the provisions of the Model Code, a director of the company would be prohibited from dealing in its securities, unless such dealings are entered into:
A listed company must requireevery person discharging managerial responsibilities, including directors to comply with the Model Code and to take all proper and reasonable steps to secure their compliance.2
2- (1)
6The Act provides that an individual who is not a director can still be a person discharging managerial responsibilities in relation to an issuer if they are a “senior executive of such an issuer” and they meet the criteria set out in the Act.
- (2)
An individual may be a “senior executive of such an issuer” irrespective of the nature of any contractual arrangements between the individual and the issuer and notwithstanding the absence of a contractual arrangement between the individual and the issuer, provided the individual has regular access to inside information relating, directly or indirectly, to the issuer and has power to make managerial decisions affecting the future development and business prospects of the issuer.
A listed company may impose more rigorous dealing obligations than those required by the Model Code.
Where clearance is given to a person to deal in exceptional circumstances (pursuant to paragraph 9 of the Model Code) in a close period, the notification to a RIS required by DTR 3.1.4 R must also include a statement of the exceptional circumstances.
Contact details
A listed company must ensure that the FSA is provided with up to date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FSA in relation to the company's compliance with the listing rules and the disclosure rules and transparency rules.
The contact person referred to in LR 9.2.11 R will be expected to be:
- (1)
knowledgeable about the listed company and the listing rules applicable to it;
- (2)
capable of ensuring that appropriate action is taken on a timely basis; and
- (3)
contactable on business days between the hours of 7 a.m. to 7 p.m.
Sponsors
A listed company should consider its notification obligations under LR 8.5.
Shares in public hands
A listed company must comply with LR 6.1.19 R at all times.
A listed company that no longer complies with LR 6.1.19 R must notify the FSA as soon as possible of its non-compliance.
A listed company should consider LR 5.2.2 G (2) in relation to its compliance with LR 6.1.19 R.
Publication of unaudited financial information
- (1)
This rule applies to a listed company that has published:
- (a)
any unaudited financial information in a class 1 circular or a prospectus; or
- (b)
any profit forecast or profit estimate.
- (a)
- (2)
The first time a listed company publishes financial information as required by DTR 4.1 7 after the publication of the unaudited financial information, profit forecast or profit estimate, it must:
7- (a)
reproduce that financial information, profit forecast or profit estimate in its next annual report and accounts;
- (b)
produce and disclose in the annual report and accounts the actual figures for the same period covered by the information reproduced under paragraph (2)(a); and
- (c)
provide an explanation of the difference, if there is a difference of 10% or more between the figures required by paragraph (2)(b) and those reproduced under paragraph (2)(a).
- (a)
LR 9.2.18 R does not apply to:
- (1)
pro forma financial information prepared in accordance with Annex 1 and Annex 2 of the PD Regulation; or
- (2)
any preliminary statements of annual results or half-yearly or quarterly reports that are reproduced with the unaudited financial information.
Externally managed companies
6An issuer must at all times ensure that the discretion of its board to make strategic decisions on behalf of the company has not been limited or transferred to a person outside the issuer's group, and that the board has the capability to act on key strategic matters in the absence of a recommendation from a person outside the issuer's group.