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UKLR 10.1 Preliminary

Application

UKLR 10.1.1R

1This chapter applies to a company that has a listing of equity shares in the equity shares (commercial companies) category.

Listed company to ensure circulars comply with this chapter

UKLR 10.1.2R

1A listed company must ensure that circulars it issues to holders of its listed equity shares comply with the requirements of this chapter.

Incorporation by reference

UKLR 10.1.3R

1Subject to UKLR 10.1.5R, information may be incorporated in a circular issued by a listed company by reference to relevant information contained in:

  1. (1)

    an approved prospectus or listing particulars of that listed company; or

  2. (2)

    any other published document of that listed company that has been filed with the FCA.

UKLR 10.1.4R

1Information incorporated by reference must be the latest available to the listed company.

UKLR 10.1.5R

1Information required by UKLR 10.3.1R(1) and (2) must not be incorporated in the circular by reference to information contained in another document.

UKLR 10.1.6R

1When information is incorporated by reference, a cross-reference list must be provided in the circular to enable security holders to easily identify specific items of information. The cross-reference list must specify where the information can be accessed by security holders.

Omission of information

UKLR 10.1.7G

1The FCA may authorise the omission of information required by UKLR 10.3, UKLR 10.4, UKLR 10.6, UKLR 10 Annex 1R and UKLR 10 Annex 2R, if it considers that:

  1. (1)

    disclosure of that information would be:

    1. (a)

      contrary to the public interest; or

    2. (b)

      seriously detrimental to the listed company; and

  2. (2)

    the omission would not be likely to mislead the public with regard to facts and circumstances, knowledge of which is essential for the assessment of the matter covered by the circular.

UKLR 10.1.8R

1A request to the FCA to authorise the omission of specific information in a particular case must:

  1. (1)

    be made in writing by the listed company;

  2. (2)

    identify the specific information concerned and the specific reasons for the omission; and

  3. (3)

    state why, in the listed company’s opinion, one or more grounds in UKLR 10.1.7G apply.

Sending information to holders of listed equity shares

UKLR 10.1.9R

1A supplementary circular must be sent to holders of listed equity shares no later than 7 days prior to the date of a meeting at which a vote which is expressly required under the listing rules will be taken.

UKLR 10.1.10G

1It may be necessary for a convened shareholder meeting to be adjourned to comply with UKLR 10.1.9R.