UKLR 6.4 Notifications

1A listed company must forward to the FCA for publication a copy of all circulars, notices, reports or other documents to which the listing rules apply at the same time as they are issued, by uploading it to the national storage mechanism.

1A listed company must forward to the FCA for publication a copy 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 mechanism.

1. (1)

   1A listed company must notify a RIS as soon as possible when a document has been forwarded to the FCA under UKLR 6.4.1R or UKLR 6.4.2R 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.

1A 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 listed debt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress;

2. (2)

   any redemption of listed shares, including details of the number of shares redeemed and the number of shares of that class outstanding following the redemption;

3. (3)

   any extension of time granted for the currency of temporary documents of title; and

4. (4)

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

1Where 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 Regulation, delay notifying a RIS as required by UKLR 6.4.4R(4) for up to 2 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.

1A listed company must notify a RIS of any change to the board, including:

1. (1)

   the appointment of a new director, stating the appointee’s name and whether the position is executive, non-executive or chair 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.

1If the effective date of the board change is not yet known, the notification required by UKLR 6.4.6R should state this fact and the listed company should notify a RIS as soon as the effective date has been decided.

1A 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 5 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 5 years, indicating whether or not they are 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.

1A 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 UKLR 6.4.8R(2) to UKLR 6.4.8R(6); and

2. (2)

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

1A 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 Regulation.

1A 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 Regulation or any subsequent announcement.

1A 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.

1A 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.

1A 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.

1A listed company must prepare and publish a second interim report in accordance with DTR 4.2 if the effect of the change in the accounting reference date is to extend the accounting period to more than 14 months.

1. (1)

   1Where, as a result of changes in ownership or control of a listed company:

   1. (a)

      a person becomes a sovereign controlling shareholder of the listed company; and

   2. (b)

      the sovereign controlling shareholder is either:

      1. (i)

         recognised by the government of the UK as a State; or

      2. (ii)

         the UK,

      the listed company must comply with (2).

2. (2)

   In the circumstances set out in (1), the listed company must:

   1. (a)

      notify a RIS as soon as possible after it becomes aware that it has become a sovereign controlled commercial company; and

   2. (b)

      notify the FCA as soon as possible, in writing, that it has become a sovereign controlled commercial company.

1A notification made under UKLR 6.4.18R must include:

1. (1)

   the identity of the sovereign controlling shareholder;

2. (2)

   the date on which the listed company became a sovereign controlled commercial company; and

3. (3)

   an explanation of the requirements in the listing rules which will not apply to the listed company while it is a sovereign controlled commercial company.

1Where, as a result of changes in ownership or control of a listed company, the listed company ceases to be a sovereign controlled commercial company, the listed company must:

1. (1)

   notify a RIS as soon as possible after it becomes aware that it has ceased to be a sovereign controlled commercial company; and

2. (2)

   notify the FCA as soon as possible, in writing, that it has ceased to be a sovereign controlled commercial company.

1A notification made under UKLR 6.4.20R must include:

1. (1)

   the identity of the person which had been the sovereign controlling shareholder;

2. (2)

   the date on which the listed company ceased to be a sovereign controlled commercial company; and

3. (3)

   an explanation of the requirements in the listing rules which did not apply to the listed company while it was a sovereign controlled commercial company but will apply to the listed company as it has ceased to be a sovereign controlled commercial company.