LR 9.6 Notifications

A listed company must forward to the FSA for publication through the document viewing facility, two copies of all circulars, notices, reports or other documents to which the listing rules apply at the same time as they are issued.

A listed company must forward to the FSA, for publication through the document viewing facility, two copies of all resolutions passed by the listed company other than resolutions concerning ordinary business at an annual general meeting as soon as possible after the relevant general meeting.

1. (1)

   A listed company must notify a RIS as soon as possible when a document has been forwarded to the FSA under LR 9.6.1 R or LR 9.6.2 R unless the full text of the document is provided to the RIS.

2. (2)

   A notification made under paragraph (1) must set out where copies of the relevant document can be obtained.

A listed company must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital:

1. (1)

   any proposed change in its capital structure including the structure of its listed debt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress;

2. (2)

   any change in the rights attaching to any class of its listed shares or to any of its listed equity securities which are convertible into equity shares;

3. (3)

   any redemption of listed shares including details of the number of shares redeemed and the number of shares of that class outstanding following the redemption;

4. (4)

   any extension of time granted for the currency of temporary documents of title;

5. (5)

   the effect, if any, of any issue of further securities on the terms of exercise of rights under options, warrants and other securities convertible into equity shares; and

6. (6)

   the results of any new issue of equity securities or preference shares or of a public offering of existing shares or other equity securities.

A listed company must notify a RIS as soon as possible of the basis of equity securities offered:

1. (1)

   generally to the public for cash; or

2. (2)

   by way of an open offer to shareholders.

Where the securities are subject to an underwriting agreement a listed company may, at its discretion and subject to DTR 2 (Disclosure and control of inside information by issuers), delay notifying a RIS as required by LR 9.6.4R (6) for up to two business days until the obligation by the underwriter to take or procure others to take securities is finally determined or lapses. In the case of an issue or offer of securities which is not underwritten, notification of the result must be made as soon as it is known.

A listed company must notify a RIS as soon as possible and in any event by the end of the business day following receipt of the information, of any information disclosed to it in accordance with sections 198 to 208 of the Companies Act 1985 (relating to the obligation to disclose certain major interests in the share capital of a company). The notification must also include the following details:

1. (1)

   the date on which the information was disclosed to the company; and

2. (2)

   the date on which the transaction was effected, if known.

A listed company must notify a RIS as soon as possible and in any event by the end of the business day following receipt of the information, of any information obtained by it pursuant to section 212 of the Companies Act 1985 (relating to persons interested in shares) or otherwise, where it is apparent that an interest exists or has been increased or reduced or ceased to exist and should have been disclosed under sections 198 to 208 of the Companies Act 1985 but has not previously been disclosed.

Note: A listed company may use the form entitled Notification of Major Interests in Shares to make the notifications required by LR 9.6.7 R and LR 9.6.8 R. The Notification of Major Interests in Shares form can be found on the UKLA section of the FSA's website.

A listed company must notify a RIS of any change to the board including:

1. (1)

   the appointment of a new director stating the appointees name and whether the position is executive, non-executive or chairman and the nature of any specific function or responsibility of the position;

2. (2)

   the resignation, removal or retirement of a director (unless the director retires by rotation and is re-appointed at a general meeting of the listed company's shareholders);

3. (3)

   important changes to the role, functions or responsibilities of a director; and

4. (4)

   the effective date of the change if it is not with immediate effect;

as soon as possible and in any event by the end of the business day following the decision or receipt of notice about the change by the company.

If the effective date of the board change is not yet known, the notification required by LR 9.6.11 R should state this fact and the listed company should notify a RIS as soon as the effective date has been decided.

A listed company must notify a RIS of the following information in respect of any new director appointed to the board as soon as possible following the decision to appoint the director and in any event within five business days of the decision:

1. (1)

   details of all directorships held by the director in any other publicly quoted company at any time in the previous five years, indicating whether or not he is still a director;

2. (2)

   any unspent convictions in relation to indictable offences;

3. (3)

   details of any receiverships, compulsory liquidations, creditors voluntary liquidations, administrations, company voluntary arrangements or any composition or arrangement with its creditors generally or any class of its creditors of any company where the director was an executive director at the time of, or within the 12 months preceding, such events;

4. (4)

   details of any compulsory liquidations, administrations or partnership voluntary arrangements of any partnerships where the director was a partner at the time of, or within the 12 months preceding, such events;

5. (5)

   details of receiverships of any asset of such person or of a partnership of which the director was a partner at the time of, or within the 12 months preceding, such event; and

6. (6)

   details of any public criticisms of the director by statutory or regulatory authorities (including designated professional bodies) and whether the director has ever been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.

A listed company must notify a RIS as soon as possible of any changes in the information set out in LR 9.6.13R (1) to LR 9.6.13R (6) in respect of any current director.

A listed company must notify a RIS as soon as possible of information relating to the disposal of equity shares under an exemption allowed in the lock-up arrangements disclosed in accordance with the PD Regulation.

A listed company must notify a RIS as soon as possible of the details of any variation in the lock-up arrangements disclosed in accordance with the PD Regulation or any subsequent announcement.

A listed company must notify a RIS as soon as possible after a general meeting of all resolutions passed by the company other than resolutions concerning ordinary business passed at an annual general meeting.

A listed company which changes its name must, as soon as possible:

1. (1)

   notify a RIS of the change, stating the date on which it has taken effect;

2. (2)

   inform the FSA in writing of the change; and

3. (3)

   where the listed company is incorporated in the United Kingdom, send the FSA a copy of the revised certificate of incorporation issued by the Registrar of Companies.

A listed company must notify a RIS as soon as possible of:

1. (1)

   any change in its accounting reference date; and

2. (2)

   the new accounting reference date.

A listed company must prepare and publish a second interim report in accordance with LR 9.9 if the effect of the change in the accounting reference date is to extend the accounting period to more than 14 months.