UKLR 11.6 Circular requirements

1A closed-ended investment fund must comply with UKLR 10, subject to the modifications and additional requirements set out in this section.

1A closed-ended investment fund is not required to comply with UKLR 10.6.16R (Election of independent directors).

1A closed-ended investment fund must not circulate or publish a circular required by UKLR 11.5.5R unless it has been approved by the FCA.

1. (1)

   1UKLR 10.2.2R to UKLR 10.2.7R apply to a circular required by UKLR11.5.5R, subject to the modification in (2).

2. (2)

   UKLR 10.2.2R(2) is modified so that the words ‘for a reverse takeover circular,’ are deleted.

1The requirements in UKLR 10.4 (Reverse takeover circulars) apply to a circular required by UKLR 11.5.5R in the same way as they apply to a reverse takeover circular, except that UKLR 10.4.1R(5) does not apply.

1A relevant related party transaction circular required by UKLR 11.5.5R must also include (to the extent not already disclosed under UKLR 10.4 as applied by UKLR 11.6.5R):

1. (1)

   in all cases the following information referred to in the PR Regulation relating to the closed-ended investment fund:

   Paragraph of Annex 1 of the PR Regulation:

   1. (a)

      Annex 1 item 4.1 – Issuer name;

   2. (b)

      Annex 1 item 4.4 – Issuer address;

   3. (c)

      Annex 1 item 16.1 – Major shareholders;

   4. (d)

      Annex 1 item 18.7.1 – Significant changes in the issuer’s financial position;

   5. (e)

      Annex 1 item 20.1 – Material contracts (if it is information which shareholders of the closed-ended investment fund would reasonably require to make a properly informed assessment of how to vote); and

   6. (f)

      Annex 1 item 21.1 – Documents available;

2. (2)

   for a transaction or arrangement where the related party is (or was within the 12 months before the transaction or arrangement), a director or shadow director, or an associate of a director or shadow director, of the closed-ended investment fund (or of any other company which is its subsidiary undertaking or parent undertaking or a fellow subsidiary undertaking) the following information referred to in the PR Regulation relating to that director:

   Paragraph of Annex 1 of the PR Regulation:

   1. (a)

      Annex 1 item 14.2 – Service contracts;

   2. (b)

      Annex 1 item 15.2 – Shareholdings and stock options; and

   3. (c)

      Annex 1 item 17.1 – Related party transactions;

3. (3)

   full particulars of the transaction or arrangement, including the name of the related party concerned and of the nature and extent of the interest of the party in the transaction or arrangement, and also a statement that the reason the shareholders are being asked to vote on the transaction or arrangement is because it is with a related party;

4. (4)

   a statement by the board that the transaction or arrangement is fair and reasonable as far as the shareholders of the closed-ended investment fund are concerned and that the directors have been so advised by a sponsor;

5. (5)

   if applicable, a statement that the related party will not vote on the relevant resolution, and that the related party has undertaken to take all reasonable steps to ensure that its associates will not vote on the relevant resolution, at the meeting;

6. (6)

   if UKLR 11.5.6R applies, details of each of the transactions or arrangements being aggregated; and

7. (7)

   if a statement or report attributed to a person as an expert is included in a circular (other than a statement or report incorporated by reference from a prospectus or listing particulars), a statement that it is included, in the form and context in which it is included, with the consent of that person.

1For the purposes of the statement by the board referred to in UKLR 11.6.6R(4):

1. (1)

   any director who is, or an associate of whom is, the related party, or who is a director of the related party, should not have taken part in the board’s consideration of the matter; and

2. (2)

   the statement should specify that such persons have not taken part in the board’s consideration of the matter.

1For the purpose of advising the directors under UKLR 11.6.6R(4), a sponsor may take into account but not rely on commercial assessments of the directors.