LR 9.3 Continuing obligations - holders

A listed company must ensure equality of treatment for all holders of listed equity securities or listed preference shares who are in the same position. [Note: Article 65(1) ]

A listed company must ensure that at least in each EEA State in which its equity securities or preference shares are listed all the necessary facilities and information are available to enable holders to exercise their rights. In particular it must:

1. (1)

   inform holders of meetings which they are entitled to attend;

2. (2)

   enable them to exercise their vote, where applicable; and

3. (3)

   publish notices or distribute circulars giving information on:

   1. (a)

      the allocation and payment of dividends and/or interest;

   2. (b)

      the issue of new securities, including arrangements for the allotment, subscription, conversion or exchange of such securities; and

   3. (c)

      redemption or repayment of the securities. [Note: Article 65(2) CARD]

Where available, airmail or an equivalent service that is no slower must be used when sending documents to holders of listed equity securities or listed preference shares in non-EEA States.

Where available, first class mail or an equivalent service that is no slower must be used when sending documents to holders of listed equity securities or listed preference shares in the United Kingdom and other EEA States.

A listed company must ensure that a proxy form:

1. (1)

   is sent with the notice convening a meeting of holders of listed shares to each person entitled to vote at the meeting;

2. (2)

   provides for at least two-way voting on all resolutions intended to be proposed (except that it is not necessary to provide proxy forms with two-way voting on procedural resolutions);

3. (3)

   states that a shareholder is entitled to appoint a proxy of his own choice and that it provides a space for insertion of the name of the proxy; and

4. (4)

   states that if it is returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes.

A listed company must ensure that, if the resolutions to be proposed include the re-election of retiring directors and the number of retiring directors standing for re-election exceeds five, the proxy form gives shareholders the opportunity to vote for or against the re-election of the retiring directors as a whole but mayalso allow votes to be cast for or against the re-election of the retiring directors individually.

1. (1)

   A listed company required to communicate with holders of its listed bearer shares must publish an advertisement in at least one national newspaper referring to the communication and giving the address or addresses from which copies of the communication can be obtained.

1. (2)

   A listed company is not required to comply with paragraph (1) if:

   1. (a)

      the listed bearer shares are in global form; and

   2. (b)

      the listed company can confirm that notices will be transmitted as soon as possible to all holders.

Where a listed company has taken a power in its constitution to impose sanctions on a shareholder who is in default in complying with a notice served under section 212 of the Companies Act 1985 (Company investigations):

1. (1)

   sanctions may not take effect earlier than 14 days after service of the notice;

2. (2)

   for a shareholding of less than 0.25% of the shares of a particular class (calculated exclusive of treasury shares), the only sanction the constitution may provide for is a prohibition against attending meetings and voting;

3. (3)

   for a shareholding of 0.25% or more of the shares of a particular class (calculated exclusive of treasury shares), the constitution may provide:

   1. (a)

      for a prohibition against attending meetings and voting;

   2. (b)

      for the withholding of the payment of dividends (including shares issued in lieu of dividend) on the shares concerned; and

   3. (c)

      for the placing of restrictions on the transfer of shares, provided that restrictions on transfer do not apply to a sale to a genuine unconnected third party (such as through a RIE or an overseas exchange or by the acceptance of a takeover offer); and

4. (4)

   any sanctions imposed in accordance with paragraph (2) or (3) above must cease to apply after a specified period of not more than seven days after the earlier of:

   1. (a)

      receipt by the issuer of notice that the shareholding has been sold to an unconnected third party through a RIE or an overseas exchange or by the acceptance of a takeover offer; and

   2. (b)

      due compliance, to the satisfaction of the issuer, with the notice under section 212.

A listed company proposing to issue equity shares for cash or to sell treasury shares that are equity securities for cash must first offer those securities in proportion to their existing holdings to:

1. (1)

   existing holders of that class of equity shares (other than the listed company itself by virtue of it holding treasury shares); and

2. (2)

   holders of other equity shares of the listed company who are entitled to be offered them.

LR 9.3.11 R does not apply if:

1. (1)

   a generaldisapplication of statutory pre-emption rights has been authorised by shareholders in accordance with section 95 of the Companies Act 1985 (Disapplication of pre-emption rights) and the issue of equity securities or sale of treasury shares that are equity shares by the listed company is within the terms of the authority; or

2. (2)

   the listed company is undertaking a rights issue or open offer andthe disapplication of pre-emption rights is with respect to:

   1. (a)

      equity shares representing fractional entitlements; or

   2. (b)

      equity shares which the company considers necessary or expedient to exclude from the offer on account of the laws or regulatory requirements of anotherterritory; or

3. (3)

   the listed company is selling treasury shares for cash to an employee share scheme; or

4. (4)

   the company is an overseas company with a primary listing.