1A company that has a primary listing of equity shares. must comply with all of the requirements of this chapter.

A company that has a primary listing of preference shares must comply with:

1. (1)

   LR 9.2.1 R to LR 9.2.6 R

2. (2)

   LR 9.2.11 R to LR 9.2.12 G;

3. (3)

   LR 9.2.14 R to LR 9.2.17 G;

4. (4)

   LR 9.3.1 R to LR 9.3.10 G;

5. (5)

   LR 9.5.1 R to LR 9.5.9 R;

6. (6)

   LR 9.6.1 R to LR 9.6.4 R;

7. (7)

   LR 9.6.6 R;

8. (8)

   LR 9.6.11 R;

9. (9)

   LR 9.6.19 R to LR 9.6.22 G;

10. (10)

    LR 9.7;

11. (11)

    LR 9.8, but not:

    1. (a)

       LR 9.8.4R (3);

    2. (b)

       LR 9.8.4R (5) and LR 9.8.4R (6);

    3. (c)

       LR 9.8.4R (12) and LR 9.8.4R (13);

    4. (d)

       LR 9.8.6R (6) and (7);

    5. (e)

       LR 9.8.8 R; and

12. (12)

    LR 9.9.

A company that has a primary listing of securities convertible into equity shares must comply with:

1. (1)

   LR 9.2.1 R to LR 9.2.6 R;

2. (2)

   LR 9.2.11 R;

3. (3)

   LR 9.2.13 G;

4. (4)

   LR 9.3.1 R and LR 9.3.5 R;

5. (5)

   LR 9.5.11 R to LR 9.5.12 R;

6. (6)

   LR 9.5.15 R to LR 9.5.16 R;

7. (7)

   LR 9.6.1 R;

8. (8)

   LR 9.6.3 R;

9. (9)

   LR 9.6.4 R to LR 9.6.6 R;

10. (10)

    LR 9.6.19 R to LR 9.6.22 G;

11. (11)

    LR 9.8 but not:

    1. (a)

       LR 9.8.4R (3);

    2. (b)

       LR 9.8.4R (5) and LR 9.8.4R (6);

    3. (c)

       LR 9.8.4R (12) and LR 9.8.4R (13);

    4. (d)

       LR 9.8.6R (6) and LR 9.8.6R (7); and

    5. (e)

       LR 9.8.8 R.

A company that has a primary listing of securities convertible into equity shares must comply with LR 9.2.7 R to LR 9.2.10 R if the equity shares that the securities convert into are listed.

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. (1)

   requested a RIE to admit or re-admit any of its listedequity securities or listed preference shares to trading; or

2. (2)

   requested a RIE to cancel or suspend trading of any of its listedequity securities or listedpreference shares; or

3. (3)

   been informed by a RIE that trading of any of its listedequity securities or listedpreference shares will be cancelled or suspended.

A listed company must comply with LR 6.1.23 R at all times.

A listedcompany must appoint a registrar in the United Kingdom unless it provides financial services and itself performs the functions of a registrar in the United Kingdom. [Note: Article 65(2) CARD]

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.

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 require:

1. (1)

   every person discharging managerial responsibilities, including directors; and

2. (2)

   every employee of the company or any groupcompany with access to inside information;

to comply with the Model Code and to take all proper and reasonable steps to secure their compliance.

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 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.

A listedcompany must lodge two copies of any proposed amendment to its constitution with the FSA by no later than when it sends the notice convening the meeting to decide on the amendment. [Note: Article 66 CARD]

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.

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 LR 9.7 to LR 9.9 after the publication of the unaudited financial information, profit forecast or profit estimate, it must:

   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).

A listed company must ensure equality of treatment for all holders of listedequity securities or listedpreference 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 listedequity securities or listedpreference 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 listedequity securities or listedpreference shares in the United Kingdom and other EEA States.

A listedcompany must ensure that a proxy form:

1. (1)

   is sent with the notice convening a meeting of holders of listedshares 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 listedcompany 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 listedcompany 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 listedcompany 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.

1. (1)

   This rule applies to the following schemes of a listed company incorporated in the United Kingdom and of any of its major subsidiary undertaking (even if that major subsidiary undertaking is incorporated or operates overseas):

   1. (a)

      an employees' share scheme if the scheme involves or may involve the issue of new shares or the transfer of treasury shares; and

   2. (b)

      a long-term incentive scheme in which one or more directors of the listed company is eligible to participate.

2. (2)

   The listed company must ensure that the employees' share scheme or long-term incentive scheme is approved by an ordinary resolution of the shareholders of the listed company in general meeting before it is adopted.

LR 9.4.1 R does not apply to the following long-term incentive schemes:

1. (1)

   an arrangement where participation is offered on similar terms to all or substantially all employees of the listed company or any of its subsidiary undertakings whose employees are eligible to participate in the arrangement (provided that all or substantially all employees are not directors of the listed company); and

2. (2)

   an arrangement where the only participant is a director of the listed company (or an individual whose appointment as a director of the listed company is being contemplated) and the arrangement is established specifically to facilitate, in unusual circumstances, the recruitment or retention of the relevant individual.

For a scheme referred to in LR 9.4.2R (2), the following information must be disclosed in the first annual report published by the listed company after the date on which the relevant individual becomes eligible to participate in the arrangement:

1. (1)

   all of the information prescribed in LR 13.8.11 R;

2. (2)

   the name of the sole participant;

3. (3)

   the date on which the participant first became eligible to participate in the arrangement;

4. (4)

   an explanation of why the circumstances in which the arrangement was established were unusual;

5. (5)

   the conditions to be satisfied under the terms of the arrangement; and

6. (6)

   the maximum award(s) under the terms of the arrangement or, if there is no maximum, the basis on which awards will be determined.

1. (1)

   This rule applies to the grant to a director or employee of a listed company or of any subsidiary undertaking of a listed company of an option to subscribe, warrant to subscribe or other similar right to subscribe for shares in the capital of the listed company or any of its subsidiary undertakings.

2. (2)

   A listed company must not, without the prior approval by an ordinary resolution of the shareholders of the listed company in a general meeting, grant the option, warrant or other right if the price per share payable on the exercise of the option, warrant or other similar right to subscribe is less than whichever of the following is used to calculate the exercise price:

   1. (a)

      the market value of the share on the date when the exercise price is determined; or

   2. (b)

      the market value of the share on the business day before that date; or

   3. (c)

      the average of the market values for a number of dealing days within a period not exceeding 30 days immediately before that date.

LR 9.4.4 R does not apply to the grant of an option to subscribe, warrant to subscribe or other similar right to subscribe for shares in the capital of a listed company or any of its subsidiary undertakings:

1. (1)

   under an employees' share scheme if participation is offered on similar terms to all or substantially all employees of the listed company or any of its subsidiary undertakings whose employees are entitled to participate in the scheme; or

2. (2)

   following a take-over or reconstruction, in replacement for and on comparable terms with options to subscribe, warrants to subscribe or other similar rights to subscribe held immediately before the take-over or reconstruction for shares in either a company of which the listed company thereby obtains control or in any of that company'ssubsidiary undertakings.

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 21 days.

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 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).

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 relating 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 venture capital trust or an investment entity listed in accordance with LR 15.

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 21 days, in which the offer may be accepted, and how securities not taken up will be dealt with; and

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.

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 listingrules 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 listeddebt 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 listedshares or to any of its listedequity securities which are convertible into equity shares;

3. (3)

   any redemption of listedshares 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.

1. (1)

   A listed company must publish its preliminary statement of annual results as soon as possible after it has been approved.

2. (2)

   A listed company must approve and publish its preliminary statement of annual results within 120 days of the end of the period to which it relates.

A listed company must notify a RIS as soon as possible after the board has approved the following matters:

1. (1)

   a preliminary statement of the annual results, which must:

   1. (a)

      have been agreed with the company's auditors;

   2. (b)

      show the figures in the form of a table, including the items required for a half-yearly report, consistent with the presentation to be adopted in the annual accounts for that financial year;

   3. (c)

      if the auditors report is likely to be modified, give details of the nature of the modification; and

   4. (d)

      include any significant additional information necessary for the purpose of assessing the results being announced; and

2. (2)

   any decision to pay or make any dividend or other distribution on listed equity or to withhold any dividend or interest payment on listed securities giving details of:

   1. (a)

      the exact net amount payable per share;

   2. (b)

      the payment date;

   3. (c)

      the record date (where applicable); and

   4. (d)

      any foreign income dividend election, together with any income tax treated as paid at the lower rate and not repayable.

1. (1)

   A listed company must publish its annual report and accounts as soon as possible after they have been approved.

1. (2)

   A listed company must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.

The annual report and accounts must:

1. (1)

   have been prepared in accordance with the listed company's national law and, in all material respects, with national accounting standards or IAS;

2. (2)

   have been independently audited and reported on, in accordance with:

   1. (a)

      the auditing standards applicable in an EEA State; or

   2. (b)

      an equivalent auditing standard;

3. (3)

   be in consolidated form if the company has subsidiary undertakings; and

4. (4)

   if they do not give a true and fair view of the state of affairs, profit or loss and cash flows of the group, provide more detailed and additional information. [Note: Article 67 CARD]

A listed company must publish both own accounts and consolidated accounts if the own accounts contain additional significant information. [Note: Article 67(2) CARD]

The annual report and accounts must include, where applicable, the following:

1. (1)

   a statement of the amount of interest capitalised by the group during the period under review with an indication of the amount and treatment of any related tax relief;

2. (2)

   any information required by LR 9.2.18 R (Publication of unaudited financial information);

3. (3)

   details of any small related party transaction as required by LR 11.1.10R (2)(c);

4. (4)

   details of any long-term incentive schemes as required by LR 9.4.3 R;

5. (5)

   details of any arrangements under which a director of the company has waived or agreed to waive any emoluments from the company or any subsidiary undertaking;

6. (6)

   where a director has agreed to waive future emoluments, details of such waiver together with those relating to emoluments which were waived during the period under review;

7. (7)

   in the case of any allotment for cash of equity securities made during the period under review otherwise than to the holders of the company'sequity shares in proportion to their holdings of such equity shares and which has not been specifically authorised by the company's shareholders:

   1. (a)

      the details required by paragraph 39 of Schedule 4 to the Companies Act 1985 (Form and content of company accounts);

   2. (b)

      the names of the allottees, if less than six in number, and in the case of six or more allottees a brief generic description of each new class of equity holder (e.g. holder of loan stock);

   3. (c)

      the market price of the allotted securities on the date on which the terms of the issue were fixed; and

   4. (d)

      the date on which the terms of the issue were fixed;

8. (8)

   the information required by paragraph (7) must be given for any unlisted major subsidiary undertaking of the company;

9. (9)

   where a listed company has listedshares in issue and is a subsidiary undertaking of another company, details of the participation by the parent undertaking in any placing made during the period under review;

10. (10)

    details of any contract of significance subsisting during the period under review:

    1. (a)

       to which the listed company, or one of its subsidiary undertakings, is a party and in which a director of the listed company is or was materially interested; and

    2. (b)

       between the listed company, or one of its subsidiary undertakings, and a controlling shareholder;

11. (11)

    details of any contract for the provision of services to the listed company or any of its subsidiary undertakings by a controlling shareholder, subsisting during the period under review, unless:

    1. (a)

       it is a contract for the provision of services which it is the principal business of the shareholder to provide; and

    2. (b)

       it is not a contract of significance;

12. (12)

    details of any arrangement under which a shareholder has waived or agreed to waive any dividends; and

13. (13)

    where a shareholder has agreed to waive future dividends, details of such waiver together with those relating to dividends which are payable during the period under review.

In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual report and accounts:

1. (1)

   a statement setting out all the beneficial and non-beneficialinterests of each director of the listed company that have been disclosed to the company under the Companies Act 1985 as at the end of the period under review including:

   1. (a)

      all changes in the beneficial and non-beneficialinterests of each director that have occurred between the end of the period under review and one month prior to the date of the notice of the annual general meeting; or

   2. (b)

      if there have been no changes in the period described in paragraph (a), a statement that there have been no changes in the beneficial or non-beneficial interests of each director;

2. (2)

   a statement showing, as at a date not more than one month prior to the date of the notice of the annual general meeting:

   1. (a)

      all information disclosed to the listed company in accordance with sections 198 to 208 of the Companies Act 1985 (Disclosure of certain major interests in the share capital of a company); or

   2. (b)

      that there have been no disclosures, if no disclosures have been made.

3. (3)

   a statement made by the directors that the business is a going concern, together with supporting assumptions or qualifications as necessary, that has been prepared in accordance with Going Concern and Financial Reporting: Guidance for Directors of listed companies registered in the United Kingdom, published in November 1994;

4. (4)

   a statement setting out:

   1. (a)

      details of any shareholders' authority for the purchase, by the listed company, of its own shares that is still valid at the end of the period under review;

   2. (b)

      in the case of purchases made otherwise than through the market or by tender to all shareholders, the names of sellers of such shares purchased, or proposed to be purchased, by the listed company during the period under review;

   3. (c)

      in the case of any purchases made otherwise than through the market or by tender or partial offer to all shareholders, or options or contracts to make such purchases, entered into since the end of the period covered by the report, information equivalent to that required under Part IIof Schedule 7 to the Companies Act 1985 (Disclosure required by company acquiring its own shares, etc); and

   4. (d)

      in the case of sales of treasury shares for cash made otherwise than through the market, or in connection with an employees' share scheme, or otherwise than pursuant to an opportunity which (so far as was practicable) was made available to all holders of the listed company'ssecurities (or to all holders of a relevant class of its securities) on the same terms, particulars of the names of purchasers of such shares sold, or proposed to be sold, by the company during the period under review;

5. (5)

   a statement of how the listed company has applied the principles set out in Section 1 of the Combined Code, in a manner that would enable shareholders to evaluate how the principles have been applied.

6. (6)

   a statement as to whether the listed company has:

   1. (a)

      complied throughout the accounting period with all relevant provisions set out in Section 1 of the Combined Code; or

   2. (b)

      not complied throughout the accounting period with all relevant provisions set out in Section 1 of the Combined Code and if so, setting out:

      1. (i)

         those provisions, if any it has not complied with;

      2. (ii)

         in the case of provisions whose requirements are of a continuing nature, the period within which, if any, it did not comply with some or all of those provisions; and

      3. (iii)

         the company's reasons for non-compliance; and

7. (7)

   a report to the shareholders by the Board which contains all the mattersset out in LR 9.8.8 R.

An overseas company with a primary listing must disclose in its annual report and accounts:

1. (1)

   whether or not it complies with the corporate governance regime of its country of incorporation;

2. (2)

   the significant ways in which its actual corporate governance practices differ from those set out in the Combined Code; and

3. (3)

   the unexpired term of the service contract of any director proposed for election or re-election at the forthcoming annual general meeting and, if any director for election or re-election does not have a service contract, a statement to that effect.

The report to the shareholders by the Board required by LR 9.8.6R (7) must contain the following:

1. (1)

   a statement of the listed company's policy on executive directors' remuneration;

2. (2)

   information presented in tabular form, unless inappropriate, together with explanatory notes as necessary on:

   1. (a)

      the amount of each element in the remuneration package for the period under review of each director, by name, including but not restricted to, basic salary and fees, the estimated money value of benefits in kind, annual bonuses, deferred bonuses, compensation for loss of office and payments for breach of contractor other termination payments;

   2. (b)

      the total remuneration for each director for the period under review and for the corresponding prior period;

   3. (c)

      any significant payments made to former directors during the period under review; and

   4. (d)

      any share options, including Save-as-you-earn options, for each director, by name, in accordance with the requirements of the Directors' Remuneration Report Regulations;

3. (3)

   details of any long-term incentive schemes, other than share options as required by paragraph (2)(d), including the interests of each director, by name, in the long-term incentive schemes at the start of the period under review;

4. (4)

   details of any entitlements or awards granted and commitments made to each director under any long-term incentive schemes during the period, showing which crystallize either in the same year or in subsequent years;

5. (5)

   details of the monetary value and number of shares, cash payments or other benefits received by each director under any long-term incentive schemes during the period;

6. (6)

   details of the interests of each director in the long-term incentive schemes at the end of the period;

7. (7)

   an explanation and justification of any element of a director's remuneration, other than basic salary, which is pensionable;

8. (8)

   details of any directors' service contract with a notice period in excess of one year or with provisions for pre-determined compensation on termination which exceeds one years salary and benefits in kind, giving the reasons for such notice period;

9. (9)

   details of the unexpired term of any directors' service contract of a director proposed for election or re-election at the forthcoming annual general meeting, and, if any director proposed for election or re-election does not have a directors' service contract, a statement to that effect;

10. (10)

    a statement of the listed company's policy on the granting of options or awards under its employees' share schemes and other long-term incentive schemes, explaining and justifying any departure from that policy in the period under review and any change in the policy from the preceding year;

11. (11)

    for money purchase schemes (as in Part I of Schedule 6 to the Companies Act 1985 (Disclosure of information: emoluments and other benefits of directors and others)) details of the contribution or allowance payable or made by the listed company in respect of each director during the period under review; and

12. (12)

    for defined benefit schemes (as in Part I of Schedule 6 to the Companies Act 1985 (Disclosure of information: emoluments and other benefits of directors and others)):

    1. (a)

       details of the amount of the increase during the period under review (excluding inflation) and of the accumulated total amount at the end of the period in respect of the accrued benefit to which each director would be entitled on leaving service or is entitled having left service during the period under review;

    2. (b)

       either:

       1. (i)

          the transfer value (less director's contributions) of the relevant increase in accrued benefit (to be calculated in accordance with Actuarial Guidance Note GN11 but making no deduction for any under-funding) as at the end of the period; or

       2. (ii)

          so much of the following information as is necessary to make a reasonable assessment of the transfer value in respect of each director:

          1. (A)

             age;

          2. (B)

             normal retirement age;

          3. (C)

             the amount of any contributions paid or payable by the director under the terms of the scheme during the period under review;

          4. (D)

             details of spouses and dependants benefits;

          5. (E)

             early retirement rights and options;

          6. (F)

             expectations of pension increases after retirement (whether guaranteed or discretionary); and

          7. (G)

             discretionary benefits for which allowance is made in transfer values on leaving and any other relevant information which will significantly affect the value of the benefits; and

    3. (c)

       no disclosure of voluntary contributions and benefits.

A listed company must ensure that the auditors review each of the following before the annual report is published:

1. (1)

   LR 9.8.6R (3) (statement by the directors that the business is a going concern); and

2. (2)

   the parts of the statement required by LR 9.8.6R (6) (corporate governance) that relate to the following provisions of the Combined Code:

   1. (a)

      C1.1;

   2. (b)

      C.2.1; and

   3. (c)

      C3.1 to C3.7.

A listed company must ensure that the auditors review the following disclosures:

1. (1)

   LR 9.8.8R (2) (amount of each element in the remuneration package and information on share options);

2. (2)

   LR 9.8.8R (3), LR 9.8.8R (4) and (5) (details of long term incentive schemes for directors);

3. (3)

   LR 9.8.8R (11) (money purchase schemes); and

4. (4)

   LR 9.8.8R (12) (defined benefit schemes).

If, in the opinion of the auditors the listed company has not complied with any of the requirements set out in LR 9.8.11 R the listed company must ensure that the auditors report includes, to the extent possible, a statement giving details of the non-compliance.

Any summary financial statement issued by a listed company as permitted under the Companies Act 1985, must disclose:

1. (1)

   earnings per share; and

2. (2)

   the information required for summary financial statements set out in the Companies Act 1985.

A listed company must prepare a report, on a group basis where relevant, on its activities and profit or loss for the first six months of each financial year. [Note: Article 70 CARD]

The accounting policies and presentation applied to half-yearly figures must be consistent with those applied in the latest published annual accounts except where:

1. (1)

   the accounting policies and presentation are to be changed in the subsequent annual financial statements, in which case the new accounting policies and presentation should be followed, and the changes and the reasons for the changes should be disclosed in the half-yearly report; or

2. (2)

   the FSA otherwise agrees.

1. (1)

   A listed company must publish its half-yearly report as soon as possible after it has been approved.

2. (2)

   A listed company must approve and publish its half-yearly report within 90 days of the end of the period to which it relates.

A listed company must notify a RIS of the publication of its half-yearly report as soon as possible after its approval by the board.

A listed company must either:

1. (1)

   send the half-yearly report to holders of its listed securities; or

2. (2)

   insert the half-yearly report, as a paid advertisement, in at least one national newspaper. [Note: Article 102(2) CARD]

Where a listed company'sshares are listed in another EEA State, the company must simultaneously send the competent authority of each of those other member states a copy of the half-yearly report. [Note: Article 102(2) CARD]

The half-yearly report must contain the following information, presented in table form, in respect of the group's activities during the relevant period: [Note: Article 73(2) CARD]

1. (1)

   a balance sheet;

2. (2)

   a cash flow statement;

3. (3)

   an income statement comprising the following:

   1. (a)

      net turnover; [Note: Article 73(2) CARD]

   2. (b)

      finance income;

   3. (c)

      operating profit or loss;

   4. (d)

      finance costs;

   5. (e)

      profit or loss before taxation;

   6. (f)

      profit or loss;

   7. (g)

      minority interests;

   8. (h)

      profit or loss attributable to equity holders;

   9. (i)

      rates of dividend(s) paid and proposed and amount absorbed thereby; [Note: Article 73(4) CARD]

   10. (j)

       taxation on profits showing separately United Kingdom taxation and, if material, overseas and share of associated undertakings' taxation; and

   11. (k)

       earnings per share, expressed as pence per share;

4. (4)

   comparative figures in respect of the information required by paragraphs (1) to (3) for the corresponding period in the preceding financial year; [Note: Article 73(5) CARD]

5. (5)

   a statement showing either all changes in equity or changes in equity other than those arising from capital transactions with owners and distributions to owners; and

6. (6)

   an explanatory statement including:

   1. (a)

      any significant information enabling investors to make an informed assessment of the trend of the group's activities and profit or loss; [Note: Article 73(6) CARD]

   2. (b)

      information of any special factor which has influenced the group's activities and the profit or loss during the period in question; [Note: Article 73(6) CARD]

   3. (c)

      enough information to enable a comparison to be made with the corresponding period of the preceding financial year; and [Note: Article 73(6) CARD]

   4. (d)

      to the extent possible, a reference to the group's prospects in the current financial year. [Note: Article 73(6) CARD]

Where the figures in the half-yearly report have been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information, the report of the auditors must be reproduced in full in the half-yearly report. [Note: Article 75 CARD]