LR 9.5 Transactions

For a placing of rights arising from a rights issue before the official start of dealings, a listed company must ensure that:

1. (1)

   the placing relates to at least 25% of the maximum number of securities offered;

2. (2)

   the placees are committed to take up whatever is placed with them;

3. (3)

   the price paid by the placees does not exceed the price at which the securities the subject of the rights issue are offered by more than one half of the calculated premium over that offer price (that premium being the difference between the offer price and the theoretical ex-rights price); and

4. (4)

   the securities the subject of the rights issue are of the same class as securities already listed.

If existing security holders do not take up their rights to subscribe in a rights issue:

1. (1)

   the listed company must ensure that the securities to which the offer relates are offered for subscription or purchase on terms that any premium obtained over the subscription or purchase price (net of expenses) is to be for the account of the holders, except that if the proceeds for an existing holder do not exceed 5.00, the proceeds may be retained for the company's benefit; and

2. (2)

   the securities may be allotted or sold to underwriters, if on the expiry of the subscription period no premium (net of expenses) has been obtained.

A listed company must ensure that for a rights issue the following are notified to a RIS as soon as possible:

1. (1)

   the issue price and principal terms of the issue; and

2. (2)

   the results of the issue and, if any rights not taken up are sold, details of the sale, including the date and price per share.

A listed company must ensure that the offer relating to a rights issue remains open for acceptance for at least 10 business days. 5

A listed company must ensure that the timetable for an open offer is approved by the RIE on which its securities are traded.

A listed company must ensure that in relation to communicating information on an open offer:

1. (1)

   if the offer is subject to shareholder approval in general meeting the announcement must state that this is the case; and

2. (2)

   the circular dealing with the offer must not contain any statement that might be taken to imply that the offer gives the same entitlements as a rights issue.

A listed company must ensure that in a vendor consideration placing all vendors have an equal opportunity to participate in the placing.

1. (1)

   If a listed company makes an open offer, placing, vendor consideration placing, offer for subscription of equity shares or an issue out of treasury (other than in respect of an employees’ share scheme)3 of a class already listed, the price must not be at a discount of more than 10% to the middle market price of those shares at the time of announcing the terms of the offer or at the time of agreeing the placing (as the case may be).

2. (2)

   In paragraph (1), the middle market price of equity shares means the middle market quotation for those equity shares as derived from the daily official list of the London Stock Exchange or any other publication of an RIE showing quotations for listed securities for the relevant date.

3. (3)

   Paragraph (1) does not apply to an offer or placing at a discount of more than 10% if:

   1. (a)

      the terms of the offer or placing at that discount have been specifically approved by the issuer's shareholders; or

   2. (b)

      it is an issue of shares for cash or the sale of treasury shares for cash under a pre-existing general authority to disapply section 89 of the Companies Act 1985 (Offers to shareholders to be on a pre-emptive basis)32.

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4. (4)

   The listed company must notify a RIS as soon as possible after it has agreed the terms of the offer or placing.

A listed company must ensure that for an offer for sale or an offer for subscription of equity securities:

1. (1)

   letters of allotment or acceptance are all issued simultaneously and numbered serially (and, where appropriate, split and certified by the listed company's registrars);

2. (2)

   if the securities may be held in uncertificated form, there is equal treatment of those who elect to hold the securities in certificated form and those who elect to hold them in uncertificated form;

3. (3)

   letters of regret are posted at the same time or not later than three business days after the letters of allotment or acceptance; and

4. (4)

   if a letter of regret is not posted at the same time as letters of allotment or acceptance, a notice to that effect is inserted in a national newspaper, to appear on the morning after the letters of allotment or acceptance are posted.

1. (1)

   If a listed company produces a circular containing proposals to be put to shareholders in a general meeting 2relating to a reconstruction or a re-financing, the circular must be produced in accordance with LR 13.3 and must include a working capital statement.

2. (2)

   The requirement for a working capital statement set out in paragraph (1) does not apply to a closed-ended investment fund.1

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3. (3)

   The working capital statement required by paragraph (1) must be prepared in accordance with item 3.1 of Annex 3 of the PD Regulation and on the basis that the reconstruction or the re-financing has taken place.

If, for an issue of shares (other than an issue in lieu of dividend), a shareholders entitlement includes a fraction of a security, a listed company must ensure that the fraction is sold for the benefit of the holder except that if its value (net of expenses) does not exceed 5.00 it may be sold for the company's benefit. Sales of fractions may be made before listing is granted.

When shares of the same class as shares that are listed are allotted, an application for admission to listing of such shares must be made as soon as possible and in any event within one month of the allotment. [Note: Article 64 CARD]

A listed company must ensure that any temporary document of title (other than one issued in global form) for an equity security:

1. (1)

   is serially numbered;

2. (2)

   states where applicable:

   1. (a)

      the name and address of the first holder and names of joint holders (if any);

   2. (b)

      for a fixed income security, the amount of the next payment of interest or dividend;

   3. (c)

      the pro rata entitlement;

   4. (d)

      the last date on which transfers were or will be accepted for registration for participation in the issue;

   5. (e)

      how the securities rank for dividend or interest;

   6. (f)

      the nature of the document of title and proposed date of issue;

   7. (g)

      how fractions (if any) are to be treated; and

   8. (h)

      for a rights issue, the time, being not less than 10 business days,5 in which the offer may be accepted, and how securities not taken up will be dealt with; and

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3. (3)

   if renounceable:

   1. (a)

      states in a heading that the document is of value and negotiable;

   2. (b)

      advises holders of securities who are in any doubt as to what action to take to consult appropriate independent advisers immediately;

   3. (c)

      states that where all of the securities have been sold by the addressee (other than ex rights or ex capitalisation), the document should be passed to the person through whom the sale was effected for transmission to the purchaser;

   4. (d)

      has the form of renunciation and the registration instructions printed on the back of, or attached to, the document;

   5. (e)

      includes provision for splitting (without fee) and for split documents to be certified by an official of the company or authorised agent;

   6. (f)

      provides for the last day for renunciation to be the second business day after the last day for splitting; and

   7. (g)

      if at the same time as an allotment is made of shares issued for cash, shares of the same class are also allotted credited as fully paid to vendors or others, provides for the period for renunciation to be the same as, but no longer than, that provided for in the case of shares issued for cash.

A listed company must ensure that any definitive document of title for an equity security (other than a bearer security) includes the following matters on its face (or on the reverse in the case of paragraphs (5) and (7)):

1. (1)

   the authority under which the listed company is constituted and the country of incorporation and registered number (if any);

2. (2)

   the number or amount of securities the certificate represents and, if applicable, the number and denomination of units (in the top right-hand corner);

3. (3)

   a footnote stating that no transfer of the security or any portion of it represented by the certificate can be registered without production of the certificate;

4. (4)

   if applicable, the minimum amount and multiples thereof in which the security is transferable;

5. (5)

   the date of the certificate;

6. (6)

   for a fixed income security, the interest payable and the interest payment dates and on the reverse (with reference shown on the face) an easily legible summary of the rights as to redemption or repayment and (where applicable) conversion; and

7. (7)

   for shares with preferential rights, on the face (or, if not practicable, on the reverse), a statement of the conditions thereof as to capital, dividends and (where applicable) conversion.