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UKLR 11.4 Continuing obligations, further issuances, dealing in own securities and treasury shares

1Compliance with UKLR 6 and UKLR 9

UKLR 11.4.1R

A closed-ended investment fund must comply with all of the requirements of UKLR 6 (Equity shares (commercial companies): continuing obligations) and UKLR 9 (Equity shares (commercial companies): further issuances, dealing in own securities and treasury shares) subject to the modifications and additional requirements set out in this section.

UKLR 11.4.2R

1UKLR 6 and UKLR 9 are modified so that references to the equity shares (commercial companies) category are to the closed-ended investment funds category.

UKLR 11.4.3R

Investment policy

UKLR 11.4.4R

1A closed-ended investment fund must, at all times, have a published investment policy which complies with UKLR 11.2.8R.

UKLR 11.4.5G

1A closed-ended investment fund should have regard to the guidance in UKLR 11.2.9G at all times.

Investment activity and compliance with investment policy

UKLR 11.4.6R

1A closed-ended investment fund must, at all times, invest and manage its assets:

  1. (1)

    in a way which is consistent with its object of spreading investment risk; and

  2. (2)

    in accordance with its published investment policy.

UKLR 11.4.7R

1A closed-ended investment fund must comply with UKLR 11.2.4R at all times.

UKLR 11.4.8G

1A closed-ended investment fund should have regard to the guidance in UKLR 11.2.5G at all times.

Cross-holdings

UKLR 11.4.9R

1A closed-ended investment fund must, when making an acquisition of a constituent investment, observe the principles relating to cross-holdings in UKLR 11.2.6R.

Feeder funds

UKLR 11.4.10R

1If a closed-ended investment fund principally invests its funds in the manner set out in UKLR 11.2.7R, the closed-ended investment fund must ensure that UKLR 11.2.7R is complied with at all times.

UKLR 11.4.11G

1UKLR 11.2.7R and UKLR 11.4.10R are not intended to require the closed-ended investment fund to be able to control or direct the master fund or intermediary (as the case may be). But if the closed-ended investment fund becomes aware that the master fund or intermediary (as the case may be) is not investing or managing its investments in accordance with that rule, it will need to immediately consider withdrawal of its funds from the master fund or intermediary (as the case may be) or other appropriate action so that it is no longer in breach of the rules.

Independence and effective management

UKLR 11.4.12R
UKLR 11.4.13R

1The board of directors or equivalent body of the issuer must effectively monitor and manage the performance of its key service providers, including any investment manager appointed by the issuer, on an ongoing basis.

Material changes to investment policy

UKLR 11.4.14R

1Unless UKLR 11.4.15R applies, a closed-ended investment fund must:

  1. (1)

    submit any proposed material change to its published investment policy to the FCA for approval; and

  2. (2)

    having obtained the FCA’s approval, obtain the prior approval of its shareholders to any material change to its published investment policy.

UKLR 11.4.15R

1A closed-ended investment fund is not required to seek the FCA’s approval for a material change to its published investment policy if:

  1. (1)

    the change is proposed to enable the winding up of the closed-ended investment fund; and

  2. (2)

    the winding up:

    1. (a)

      is in accordance with the constitution of the closed-ended investment fund; and

    2. (b)

      will be submitted for approval by the shareholders of the closed-ended investment fund at the same time as the proposed material change to the investment policy.

UKLR 11.4.16G

1In considering what is a material change to the published investment policy, the closed-ended investment fund should have regard to the cumulative effect of all the changes since its shareholders last had the opportunity to vote on the investment policy or, if they have never voted, since the admission to listing.

Conversion of an existing listed class of equity shares

UKLR 11.4.17R

1An existing listed class of equity shares may not be converted into a new class or an unlisted class unless prior approval has been given by the shareholders of that existing class.

Further issues

UKLR 11.4.18R
  1. (1)

    1Unless authorised by its shareholders, a closed-ended investment fund may not issue further shares of the same class as existing shares (including issues of treasury shares) for cash at a price below the net asset value per share of those shares unless they are first offered pro rata to existing holders of shares of that class.

  2. (2)

    When calculating the net asset value per share, treasury shares held by the closed-ended investment fund should not be taken into account.

Externally managed companies

UKLR 11.4.19R

1A closed-ended investment fund is not required to comply with UKLR 6.2.25R.

Controlling shareholders

UKLR 11.4.20R

1A closed-ended investment fund is not required to comply with UKLR 6.2.3R to UKLR 6.2.10R.

Notifications to the FCA

UKLR 11.4.21R
  1. (1)

    1A closed-ended investment fund is not required to comply with UKLR 6.2.35R in so far as it relates to UKLR 6.2.8R and UKLR 6.2.9R.

  2. (2)

    A closed-ended investment fund is not required to comply with UKLR 6.2.36R.

Annual financial statement

UKLR 11.4.22R

1A closed-ended investment fund is not required to comply with UKLR 6.6.1R(13) or UKLR 6.6.6R(8).

UKLR 11.4.23R

1When making a statement required by UKLR 6.6.6R(9) in its annual financial report, a closed-ended investment fund need not set out the following matters if they are inapplicable to the closed-ended investment fund and its statement sets out the reasons why those matters are inapplicable:

  1. (1)

    whether the closed-ended investment fund has met the board diversity target in UKLR 6.6.6R(9)(a)(ii); and

  2. (2)

    matters set out in UKLR 6.6.6R(9)(b) to the extent that they relate to the board diversity target in UKLR 6.6.6R(9)(a)(ii).

UKLR 11.4.24R

1When including numerical data required by UKLR 6.6.6R(10) in its annual financial report, a closed-ended investment fund need not include the fields in the first row of each of the tables in UKLR 6 Annex 1, and the corresponding data for those fields, that are inapplicable to the closed-ended investment fund, if it sets out in a statement accompanying the numerical data the reasons why those fields are inapplicable.

Voting on matters relevant to listing

UKLR 11.4.25R

1Where the provisions of this chapter require a shareholder vote to be taken, that vote must be decided by a resolution of the holders of the closed-ended investment fund’s equity shares that have been admitted to the closed-ended investment funds category.

Sponsor requirements for waivers and individual guidance

UKLR 11.4.26G

1As set out in UKLR 4.2.3R and UKLR 4.2.4R, a closed-ended investment fund must appoint a sponsor where it proposes to make a request to the FCA to modify, waive or substitute the operation of UKLR 11, or proposes to make a request to the FCA for individual guidance.