LR 9.2 Requirements with continuing application

A listed company must comply with LR 2.2.3 R at all times.

A listed company must inform the FCA in writing as soon as possible if it has:

1. (1)

   requested a RIE to admit or re-admit any of its listed equity shares5 to trading; or

   5
2. (2)

   requested a RIE to cancel or suspend trading of any of its listed equity shares;5 or

3. (3)

   been informed by a RIE that trading of any of its listed equity shares5 will be cancelled or suspended.

   5

1. (1)

   9A listed company must carry on an independent business as its main activity at all times.

2. (2)

   9Where a listed company has a controlling shareholder, it must have in place at all times:

   1. (a)

      a written and legally binding agreement which is intended to ensure that the controlling shareholder complies with the independence provisions set out in LR 6.1.4D R; and

   2. (b)

      a constitution that allows the election and re-election of independent directors to be conducted in accordance with the election provisions set out in LR 9.2.2E R and LR 9.2.2F R.

9In order to comply with LR 9.2.2AR (2)(a), where a listed company will have more than one controlling shareholder, the listed company will not be required to enter into a separate agreement with each controlling shareholder if:

1. (1)

   the listed company reasonably considers, in light of its understanding of the relationship between the relevant controlling shareholders, that a controlling shareholder can procure the compliance of another controlling shareholder and that controlling shareholder's associates with the independence provisions contained in the relevant agreement; and

2. (2)

   the agreement, which contains the independence provisions set out in LR 6.1.4D R, entered into with the relevant controlling shareholder also contains:

   1. (a)

      a provision in which the controlling shareholder agrees to procure the compliance of a non-signing controlling shareholder and its associates with the independence provisions contained within the agreement; and

   2. (b)

      the names of any such non-signing controlling shareholder.

9Where as a result of changes in ownership or control of a listed company, a person becomes a controlling shareholder of the listed company, the listed company will be allowed:

1. (1)

   a period of not more than 6 months from the event that resulted in that person becoming a controlling shareholder to comply with LR 9.2.2AR (2)(a); and

2. (2)

   in the case of a listed company which did not previously have a controlling shareholder, until the date of the next annual general meeting of the listed company, other than an annual general meeting for which notice:

   1. (a)

      has already been given; or

   2. (b)

      is given within a period of 3 months from the event that resulted in that person becoming a controlling shareholder;

   to comply with LR 9.2.2AR (2)(b).

Where LR 9.2.2AR (2) applies, the election or re-election of any independent director by shareholders must be approved by:

1. (1)

   the shareholders of the listed company; and

2. (2)

   the independent shareholders of the listed company.

9Where LR 9.2.2E R applies, if the election or re-election of an independent director is not approved by both the shareholders and the independent shareholders of the listed company, but the listed company wishes to propose that person for election or re-election as an independent director, the listed company must propose a further resolution to elect or re-elect the proposed independent director which:

1. (1)

   must not be voted on within a period of 90 days from the date of the original vote;

2. (2)

   must be voted on within a period of 30 days from the end of the period set out in (1); and

3. (3)

   must be approved by the shareholders of the listed company.

9A listed company must comply with the independence provisions contained in any agreement entered into under LR 6.1.4B R (1) or LR 9.2.2AR (2)(a) at all times.

A 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 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.

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:

1. (1)

   in the ordinary course of business by a securities dealing business; or

2. (2)

   on behalf of third parties by the company or any other member of its group.

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

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.

A listed company must ensure that the FCA 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 FCA in relation to the company's compliance with the listing rules and the disclosure rules and transparency rules.

8In relation to the provision of a sponsor service, a company with a premium listing of its equity shares must cooperate with its sponsor by providing the sponsor with all information reasonably requested by the sponsor for the purpose of carrying out the sponsor service in accordance with LR 8.

A listed company must comply with LR 6.1.19 R at all times.

1. (1)

   This rule applies to a listed company that has published:

   1. (a)

      any unaudited financial information in a class 1 circular or a prospectus; or

   2. (b)

      any profit forecast or profit estimate.

2. (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
   1. (a)

      reproduce that financial information, profit forecast or profit estimate in its next annual report and accounts;

   2. (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

   3. (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).

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.

9Where the provisions of LR 5.2, LR 5.4A, LR 9.4, LR 9.5, LR 10, LR 11, LR 12 or LR 15 require a shareholder vote to be taken, that vote must be decided by a resolution of the holders of the listed company's shares that have been admitted to premium listing. Where the provisions of LR 5.2.5 R (2), LR 5.4A.4 R (3)(b)(ii)10 or LR 9.2.2E R require that the resolution must in addition be approved by the independent shareholders, only independent shareholders who hold the listed company's shares that have been admitted to premium listing can vote.

9A listed company must notify the FCA without delay if it does not comply with any continuing obligation set out in LR 9.2.2A R, LR 9.2.2E R, LR 9.2.2F R, LR 9.2.15 R or LR 9.2.21 R.

9A listed company must notify the FCA without delay if:

1. (1)

   it no longer complies with LR 9.2.2G R;

2. (2)

   it becomes aware that an independence provision contained in an agreement entered into under LR 6.1.4B R (1) or LR 9.2.2AR (2)(a) has not been complied with by the controlling shareholder or any of its associates; or

3. (3)

   it becomes aware that a procurement obligation (as set out in LR 6.1.4CR (2)(a) or LR 9.2.2BR (2)(a)) contained in an agreement entered into under LR 6.1.4B R (1) or LR 9.2.2AR (2)(a) has not been complied with by a controlling shareholder.

9A listed company must notify the FCA without delay if its annual financial report contains a statement of the kind specified under LR 9.8.4A R.