1This chapter applies to a5company that has a premium listing46.

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 listedequity shares5 to trading; or

   5
2. (2)

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

3. (3)

   been informed by a RIE that trading of any of its listedequity 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)

   [deleted]13

   9

13A listed company with a controlling shareholder must demonstrate that, despite having a controlling shareholder, the listed company is still able to carry on an independent business as its main activity at all times.

13Where a listed company has a controlling shareholder, it must have in place at all times:

1. (1)

   a written and legally binding agreement which is intended to ensure that the controlling shareholder complies with the undertakings in LR 6.5.4R; and

2. (2)

   a constitution that allows the election and re-election of independent directors to be conducted in accordance with LR 9.2.2ER and LR 9.2.2FR (election provisions).

9In order to comply with LR 9.2.2ADR(1)13, 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'sassociates with the undertakings in LR 6.5.4R13; and

2. (2)

   the agreement, which contains the undertakings in LR 6.5.4R13, 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 undertakings in LR 6.5.4R; 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 9.2.2ADR(1)13; 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 9.2.2ADR(2)13.

Where LR 9.2.2ADR13 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 undertakings in LR 6.5.4R or LR 9.2.2ADR(1)13 at all times.

13A listed company must exercise operational control over the business it carries on as its main activity at all times.

1. (1)

   13This rule applies where a mineral company does not hold controlling interests in a majority (by value) of the properties, fields, mines or other assets in which it has invested.

2. (2)

   The mineral company is not required to comply with LR 9.2.2IR where it can demonstrate the factors set out in LR 6.10.3R(2).

A listed company that is not already required to comply with the obligations referred to under article 17 of the Market Abuse Regulation12 must comply with those obligations12 as if it were an issuer for the purposes of the disclosure requirements12 and transparency rules subject to article 22 of the Market Abuse Regulation12.

1A listed company that is not already required to comply with the transparency rules15must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules.

16A listed company that is not already required to comply with DTR 7.3 (Related party transactions)19 must comply with DTR 7.3 as if it were an issuer to which DTR 7.3 applies, subject to the modifications set out in LR 9.2.6DR.

16For the purposes of LR 9.2.6CR, DTR 7.3 is modified as follows:

1. (1)

   DTR 7.3.2R must be read as if the words “has the meaning in UK-adopted IFRS19” are replaced by:

   “has the meaning:

   1. (a)

      in UK-adopted IFRS19; or

   2. (b)

      where the listed company prepares annual consolidated financial statements in accordance with accounting standards which have been determined to be equivalent to UK-adopted IFRS and which are set out in the TD Equivalence Decision19,

      1. (i)

         in UK-adopted IFRS19, or

      2. (ii)

         in the equivalent accounting standards in accordance with which its annual consolidated financial statements are prepared;

      at the choice of the listed company.”

2. (2)

   DTR 7.3.8R(2) and (3) do not apply;

3. (3)

   DTR 7.3.9R must be read as follows:

   1. (a)

      as if the words “after obtaining board approval” are replaced by “after publishing an announcement in accordance with DTR 7.3.8R(1)”; and

   2. (b)

      the reference to DTR 7.3.8R must be read as a reference to DTR 7.3.8R as modified by LR 9.2.6DR(2); and

4. (4)

   in DTR 7.3.13R the references to DTR 7.3.8R must be read as references to DTR 7.3.8R as modified by LR 9.2.6DR(2).

18Unless exempted in LR 9.2.6HR, a listed company must:

1. (1)

   forward to the FCA for publication a copy of one or more of the following:

   1. (a)

      the approved prospectus or listing particulars for its listed equity shares;

   2. (b)

      the relevant agreement or document setting out the terms and conditions on which its listed equity shares were issued; or

   3. (c)

      a document describing:

      1. (i)

         the rights attached to its listed equity shares;

      2. (ii)

         limitations on such rights; and

      3. (iii)

         the procedure for the exercise of such rights,

      produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the listed company been required to produce a prospectus for those listed equity shares; and

2. (2)

   if the information in relation to the rights attached to its listed equity shares set out in the document previously forwarded in accordance with (1) is no longer accurate, forward to the FCA for publication a copy of either of the following:

   1. (a)

      a new document in accordance with (1); or

   2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the listed company’s listed equity shares.

18The documents in LR 9.2.6ER must be forwarded to the FCA for publication by uploading them to the national storage mechanism22.

18A listed company is exempt from LR 9.2.6ER where:

1. (1)

   it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in LR 9.2.6ER(1);

2. (2)

   if the information in relation to the rights attached to its listed equity shares set out in the document previously forwarded or filed in accordance with (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following:

   1. (a)

      one of the documents specified in LR 9.2.6ER(1); or

   2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the listed company’s listed equity shares, and

3. (3)

   the documents in (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by:

   1. (a)

      forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility22; or

   2. (b)

      uploading them to the national storage mechanism22.

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 requirements12 and transparency rules.

8In relation to the provision of a sponsor service, a company with a premium listing14must 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 6.14.1R to LR 6.14.3R13 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 4.17 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'sgroup, 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'sgroup.

1. (1)

   Subject to LR 9.2.22AR, where20 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'sshares that have been admitted to premium listing. 20

2. (2)

   Where the provisions of LR 5.2.5R(2), LR 5.4A.4R(3)(b)(ii), LR 5.4A.4R(3)(c)(ii) or LR 9.2.2ER require that the resolution must in addition be approved by independent shareholders, only independent shareholders who hold the listed company’sshares that have been admitted to premium listing can vote.20

1. (1)

   20Holders of specified weighted voting rights shares may participate in a vote on matters falling within the provisions referred to in LR 9.2.21R in accordance with the voting rights attached to those shares.

2. (2)

   LR 9.2.22AR(1) only applies with respect to issuers:

   1. (a)

      to which the condition in LR 6.9.1AR applied on the first occasion they made an application for shares to be admitted to premium listing; and

   2. (b)

      which have had no class of weighted voting rights shares in issue other than specified weighted voting rights shares since the issuer first had a class of shares admitted to premium listing.

3. (3)

   Subject to paragraph (4), the exception to LR 9.2.21R in paragraph (1) applies for a period of 5 years beginning with the date on which the issuer first had a class of shares admitted to premium listing.

4. (4)

   Where an admission of shares to premium listing is connected with a transaction or arrangement of the kind listed below in relation to a listed company (A), the exception to LR 9.2.21R in paragraph (1) applies for a period of 5 years beginning with the date on which A first had a class of sharesadmitted to premium listing:

   1. (a)

      an acquisition of A;

   2. (b)

      a reorganisation or restructuring of A’s group;

   3. (c)

      the listing of a new holding company of A;

   4. (d)

      a reverse takeover in connection with A;

   5. (e)

      a merger involving A’s business;

   6. (f)

      any transaction or arrangement having similar effect to those set out in (a) to (e).

20 Specified weighted voting rights shares are weighted voting rights shares of a class which meet the following conditions:

1. (1)

   subject to paragraph (2), each share carries the same number of votes on matters at a general meeting of the company as a share in the classadmitted to premium listing;

2. (2)

   in relation to the following matters only, each share may carry up to 20 times the votes carried by a share in the classadmitted to premium listing:

   1. (a)

      the removal of the holder as a director whether under section 168 of the Companies Act 2006 or otherwise; and

   2. (b)

      following a change of control in the issuer, any matter; and

3. (3)

   the shares may only be held by a director of the issuer or, following the death of a director, a beneficiary of the director’s estate.

1. (1)

   20For the purposes of LR 9.2.22CR(1)(b), (subject to paragraph (2)) a change of control is the acquisition by any person of an interest in shares in a listed company that, taken together with shares in which that person and any persons acting in concert with them are interested, results in that person being entitled to exercise or control the exercise of more than 50 per cent of the votes able to be cast on all or substantially all matters at general meetings of the company.

2. (2)

   There is no change of control for the purposes of LR 9.2.22CR(1)(b) where the person acquiring an interest in shares is a holder of specified weighted voting rights shares or any person acting in concert with that person.

3. (3)

   Without prejudice to the generality of paragraph (1), if such an acquisition is effected by means of:

   1. (a)

      a scheme of arrangement under Part 26 of the Companies Act 2006, a change of control occurs when the scheme of arrangement becomes effective;

   2. (b)

      a takeover offer under Part 28 of the Companies Act 2006, a change of control occurs when the takeover offer becomes unconditional in all respects.

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 9.2.2ABR, LR 9.2.2ADR,13LR 9.2.2E R, LR 9.2.2F R, LR 9.2.15 R, LR 9.2.21 R or LR 9.2.22AR20.

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 undertaking in LR 6.5.4R or LR 9.2.2ADR(1)13 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 6.5.5R(2)(a)13 or LR 9.2.2BR (2)(a)) contained in an agreement entered into under LR 6.5.4R or LR 9.2.2ADR(1)13 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.

A listedcompany must ensure that, in addition to its obligations under the Companies Act 2006,3 a proxy form:

1. (1)

   [deleted]3

   3
2. (2)

   provides for at least three3-way voting on all resolutions intended to be proposed (except that it is not necessary to provide proxy forms with three3-way voting on procedural resolutions); and3

   33
3. (3)

   [deleted]3

   3
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.

If3 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 may give3 shareholders the opportunity to vote for or against (or abstain from voting on) 3the re-election of the retiring directors as a whole but must3 also allow votes to be cast for or against (or for shareholders to abstain from voting on) 3the re-election of the retiring directors individually.

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 7932 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)2:

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 7932.

      2

A listed company proposing to issue equity securities7 for cash or to sell treasury shares that are equity shares8for cash must first offer those equity securities7 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 to:8

1. (1)

   a listed company incorporated in the United Kingdom if a 8disapplication of statutory pre-emption rights has been authorised by shareholders in accordance with section 57053(Disapplication of pre-emption rights: directors acting under general authorisation) or section 571 (Disapplication of pre-emption rights by special resolution) of the Companies Act 2006 and the issue of equity securities78 or sale of treasury shares that are equity shares by the listed company is within the terms of the authority; or5

   8345334587
2. (2)

   a8listed company undertaking a rights issue or open offer provided 8the disapplication of pre-emption rights is with respect to:

   888
   1. (a)

      equity securities7 representing fractional entitlements; or

      7
   2. (b)

      equity securities7 which the company considers necessary or expedient to exclude from the offer on account of the laws or regulatory requirements of a 8territory other than its country of incorporation unless that territory is the United Kingdom8; or

      78
3. (3)

   a8listed company selling treasury shares for cash to an employee share scheme; or

   88
4. (4)

   an overseas company with a premium listing if a disapplication of statutory pre-emption rights has been authorised by shareholders that is equivalent to an authority given in accordance either with section 570 or section 571 of the Companies Act 2006 or in accordance with the law of its country of incorporation provided that the country has implemented article 29 of Directive 77/91/EEC or article 33 of Directive 2012/30/EU 10and 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;

   879
5. (5)

   [deleted]11

   9

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, warrant1 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, warrant1 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 equity securities6 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 equity securities6which are 6the 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 equity securities6 which are 6the subject of the rights issue are of the same class as the equity securities6 already listed.

If existing shareholders6do not take up their rights to subscribe in a rights issue:

1. (1)

   the listed company must ensure that the equity securities6to 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 equity securities6 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. For the purposes of calculating the period of 10 business days, the first business day is the date on which the offer is first open for acceptance.75

A listed company must ensure that the timetable for an open offer is approved by the RIE on which its equity securities6 are traded.

7A listed company must ensure that the open offer remains open for acceptance for at least 10 business days. For the purposes of calculating the period of 10 business days, the first business day is the date on which the offer is first open for acceptance.

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 unless it is an offer with a compensatory element.7

7If existing shareholders do not take up their rights to subscribe in an open offer with a compensatory element:

1. (1)

   the listed company must ensure that the equity 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, the proceeds may be retained for the company's benefit; and

2. (2)

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

7A listed company must ensure that for a subscription in an open offer with a compensatory element the following are notified to a RIS as soon as possible:

1. (1)

   the offer price and principal terms of the offer; and

2. (2)

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

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 for an open offer or offer for subscription of equity shares8 or at the time of agreeing the placing for a placing or vendor consideration placing.8

   8
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. (2A)

   If a listed company makes an open offer, placing, vendor consideration placing or offer for subscription of equity shares during the trading day it may use an appropriate on-screen intra-day price derived from another market.8

4. (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)

      4it is an issue of shares for cash or the sale of treasury shares for cash under a pre-existing general authority to disapply section 561 of the Companies Act 2006 (Existing shareholders’ rights of pre-emption).4

5. (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 equity securities6 may be held in uncertificated form, there is equal treatment of those who elect to hold the equity securities6 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

   1
3. (3)

   The working capital statement required by paragraph (1) must be prepared in accordance with item 3.1 of Annex 11 of the PR Regulation9 and on the basis that the reconstruction or the re-financing has taken place.

If, for an issue of equity securities6 (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 dayscalculated in accordance with LR 9.5.6 R,7 in which the offer may be accepted, and how equity securities6 not taken up will be dealt with; and

      55
3. (3)

   if renounceable:

   1. (a)

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

   2. (b)

      advises holders of equity securities6 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 share6 (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)

   [deleted]6

   6
7. (7)

   for equity shares6 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 FCA for publication a copy of all circulars7, notices, reports or other documents to which the listingrules apply at the same time as they are issued, by uploading it to the national storage mechanism7.

A listed company must forward to the FCA for publication a copy7 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, by uploading it to the national storage mechanism7.

1. (1)

   A listed company must notify a RIS as soon as possible when a document has been forwarded to the FCA 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)

   [deleted]1

   1
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; and1

5. (5)

   [deleted]1

   1
6. (6)

   (except in relation to a block listing of securities) 2the results of any new issue of equity securities or a public offering of existing equity securities.

   44

Where the securities are subject to an underwriting agreement a listed company may, at its discretion and subject to the obligations in article 17 of the Market Abuse Regulation5, 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.1

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 chair7 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.

2A listed company must, in respect of any current director, notify a RIS as soon as possible of:

1. (1)

   any changes in the information set out in LR 9.6.13R (2) to LR 9.6.13R (6); and

2. (2)

   any new directorships held by the director in any other publicly quoted company.

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 PR Regulation6.

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 PR Regulation6 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 FCA in writing of the change; and

3. (3)

   where the listed company is incorporated in the United Kingdom, send the FCA 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 DTR 4.23 if the effect of the change in the accounting reference date is to extend the accounting period to more than 14 months.

1If a listed company prepares a preliminary statement of annual results:

1. (1)

   the statement must be published as soon as possible after it has been approved by the board;

2. (2)

   the statement must be agreed with the company's auditors prior to publication;

3. (3)

   the statement must 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;

4. (4)

   the statement must give details of the nature of any likely modification or emphasis-of-matter paragraph2 that may be contained in the auditors'2 report required to be included with the annual financial report; and

   2
5. (5)

   the statement must include any significant additional information necessary for the purpose of assessing the results being announced.

A listed company must notify a RIS as soon as possible after the board has approved any decision to pay or make any dividend or other distribution on listedequity or to withhold any dividend or interest payment on listed securities giving details of:

1. (1)

   the exact net amount payable per share;

2. (2)

   the payment date;

3. (3)

   the record date (where applicable); and

4. (4)

   any foreign income dividend election, together with any income tax treated as paid at the lower rate and not repayable.1

In addition to the requirements set out in DTR 4.1 a listed company1 must include in its annual financial report1, 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)

   [deleted]13

   13
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 classes of shares allotted and for each class of shares, the number allotted, their aggregate nominal value and the consideration received by the company for the allotment;3

      3
   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 shareholder13;

       13
11. (11)

    details of any contract for the provision of services to the listed company or any of its subsidiary undertakings by a controlling shareholder13, subsisting during the period under review, unless:

    13
    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;

    13
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; and13

    13
14. (14)

    13a statement made by the board:

    1. (a)

       that the listed company has entered into any agreement required under LR 9.2.2ADR(1)17; or

    2. (b)

       where the listed company has not entered into an agreement required under LR 9.2.2ADR(1)17:

       1. (i)

          a statement that the FCA has been notified of that non-compliance in accordance with LR 9.2.23 R; and

       2. (ii)

          a brief description of the background to and reasons for failing to enter into the agreement that enables shareholders to evaluate the impact of non-compliance on the listed company; and

    3. (c)

       that:

       1. (i)

          the listed company has complied with the undertakings in LR 6.5.4R or LR 9.2.2ADR(1)17 during the period under review;

       2. (ii)

          so far as the listed company is aware, the undertakings in LR 6.5.4R or LR 9.2.2ADR(1)17 have been complied with during the period under review by the controlling shareholder or any of its associates; and

       3. (iii)

          so far as the listed company is aware, the procurement obligation (as set out in LR 6.5.5R(2)(a)17 or LR 9.2.2BR (2)(a)) included in any agreement entered into under LR 6.5.4R or LR 9.2.2ADR(1)17 has been complied with during the period under review by a controlling shareholder; or

    4. (d)

       where an undertaking in LR 6.5.4R or LR 9.2.2ADR(1)17 or a procurement obligation (as set out in LR 6.5.5R(2)(a)17 or LR 9.2.2BR (2)(a)) included in any agreement entered into under LR 6.5.4R or LR 9.2.2ADR(1)17 has not been complied with during the period under review:

       1. (i)

          a statement that the FCA has been notified of that non-compliance in accordance with LR 9.2.24 R; and

       2. (ii)

          a brief description of the background to and reasons for failing to comply with the relevant undertaking17 or procurement obligation that enables shareholders to evaluate the impact of non-compliance on the listed company.

13Where an independent director declines to support a statement made under LR 9.8.4R (14)(a) or (c), the statement must record this fact.

13The listed company's annual financial report must include the information required under LR 9.8.4 R in a single identifiable section, unless the annual financial report includes a cross reference table indicating where that information is set out.

In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual financial report1:

1. (1)

   a statement setting out all the interests (in respect of which transactions are notifiable to the company under article 19 of the Market Abuse Regulation16) 4of each person who is4 a3director of the listed company as at the end of4 the period under review including:

   44334
   1. (a)

      all changes in the interests of each director that have occurred between the end of the period under review and a date not more than 3one month prior to the date of the notice of the annual general meeting; or

      4
   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 interests of each director.4

      44

   Interests of each director includes the interests of connected persons of which the listed company is, or ought upon reasonable enquiry to become, aware.43

   44
2. (2)

   a statement showing the interests disclosed to the listed company in accordance with DTR 5 as at the end of the period under review and:10

   10
   1. (a)

      all interests disclosed to the listed company in accordance with DTR 5 that have occurred between the end of the period under review and a date not more than one month prior to the date of the notice of the annual general meeting; or10

      3333410
   2. (b)

      if no interests have been disclosed to the listed company in accordance with DTR 5 in the period described in (a), a statement that no changes have been disclosed to the listed company.10

      10
3. (3)

   statements by the directors on:15

   1. (a)

      the appropriateness of adopting the going concern basis of accounting (containing the information set out in Provision 3018 of the UK Corporate Governance Code); and 15

   2. (b)

      their assessment of the prospects of the company (containing the information set out in Provision 3118 of the UK Corporate Governance Code);15

   prepared in accordance with the ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’ published by the Financial Reporting Council in September 2014;15

   88
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 26 of Schedule 7 to the Large & Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (Disclosure required by company acquiring its own shares etc)6; and

      66
   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 18Principles set out in the UK Corporate Governance Code9, in a manner that would enable shareholders to evaluate how the principles have been applied;9

   559
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 the UK Corporate Governance Code;9 or

      9
   2. (b)

      not complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code 9and if so, setting out:

      9
      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;20

7. (7)

   a report to the shareholders by the Board which contains the information12 set out in LR 9.8.8 R; 22

   1220
8. (8)

   a statement setting out:20

   1. (a)

      whether the listed company has included in its annual financial report climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures;20

   2. (b)

      in cases where the listed company has: 20

      1. (i)

         made climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, but has included some or all of these disclosures in a document other than the annual financial report:20

         1. (A)

            the recommendations and/or recommended disclosures for which it has included disclosures in that other document; 20

         2. (B)

            a description of that document and where it can be found; and20

         3. (C)

            the reasons for including the relevant disclosures in that document and not in the annual financial report; 20

      2. (ii)

         not included climate-related financial disclosures consistent with all of the TCFD Recommendations and Recommended Disclosures in either its annual financial report or other document as referred to in (i):20

         1. (A)

            the recommendations and/or recommended disclosures for which it has not included such disclosures; 20

         2. (B)

            the reasons for not including such disclosures; and20

         3. (C)

            any steps it is taking or plans to take in order to be able to make those disclosures in the future, and the timeframe within which it expects to be able to make those disclosures; and20

   3. (c)

      where in its annual financial report or (where appropriate) other document the climate-related financial disclosures referred to in (a) can be found;22

      20
9. (9)

   22a statement setting out:

   1. (a)

      whether the listed company has met the following targets on board diversity as at a chosen reference date within its accounting period:

      1. (i)

         at least 40% of the individuals on its board of directors are women;

      2. (ii)

         at least one of the following senior positions on its board of directors is held by a woman:

         1. (A)

            the chair;

         2. (B)

            the chief executive;

         3. (C)

            the senior independent director; or

         4. (D)

            the chief financial officer; and

      3. (iii)

         at least one individual on its board of directors is from a minority ethnic background;

   2. (b)

      in cases where the listed company has not met all of the targets in (a):

      1. (i)

         the targets it has not met; and

      2. (ii)

         the reasons for not meeting those targets;

   3. (c)

      the reference date used for the purposes of (a) and, where this is different from the reference date used for the purposes of reporting this information in respect of the previous accounting period, an explanation as to why; and

   4. (d)

      any changes to the board that have occurred between the reference date used for the purposes of (a) and the date on which the annual financial report is approved that have affected the listed company’s ability to meet one or more of the targets in (a);

10. (10)

    subject to LR 9.8.6GR, numerical data on the ethnic background and the gender identity or sex of the individuals on the listed company’s board and in its executive management as at the reference date used for the purposes of LR 9.8.6R(9)(a), which should be set out in the format of the tables contained in LR 9 Annex 2 and contain the information prescribed by those tables; and

11. (11)

    an explanation of the listed company’s approach to collecting the data used for the purposes of making the disclosures in LR 9.8.6 R(9) and (10).

22In relation to LR 9.8.6R(10), where individuals on a listed company’s board or in its executive management are situated overseas, and data protection laws in that jurisdiction prevent the collection or publication of some or all of the personal data required to be disclosed under that provision, then a listed company may instead explain the extent to which it is unable to make the relevant disclosures.

An overseas company with a premium listing7 must include 7in its annual report and accounts the information in LR 9.8.6R (5), LR 9.8.6R(6), LR 9.8.6R(8) to (11)22 and LR 9.8.8R.

1. (1)

   7An overseas company with a premium listing must comply with DTR 7.2 (Corporate governance statements)19 as if it were an issuer to which that section applies.

2. (2)

   An overseas company with a premium listing which complies with LR 9.8.7 R will be taken to satisfy the requirements of DTR 7.2.2 R and DTR 7.2.3 R, but 19must comply with all of the other requirements of DTR 7.2 as if it were an issuer to which that section applies.

The report to the shareholders by the Board required by LR 9.8.6R (7) must contain details of the unexpired term of any director’s 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.12

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) (statements15 by the directors regarding15 going concern and longer-term viability15); and

2. (2)

   the parts of the statement required by LR 9.8.6R (6) (corporate governance) that relate to Provisions 6 and 24 to 2918 of the UK Corporate Governance Code.18

   99

Any strategic report with supplementary information provided to shareholders12 by a listed company as permitted under section 426 of 12the Companies Act 20066, must disclose:

1. (1)

   earnings per share; and

2. (2)

   the information required for a strategic report 12 set out in or under6 the Companies Act 20066 and the supplementary material required under section 426A of the Companies Act 200612.

   123346