UKLR 7.3 Significant transactions

1. (1)

   1A listed company must notify a RIS as soon as possible after the terms of a significant transaction are agreed.

2. (2)

   The notification must:

   1. (a)

      state why the transaction is notifiable under UKLR 71;

   2. (b)

      contain an overview of the transaction and the company’s reasons for entering into it, which includes the information required by UKLR 7 Annex 2 Part 1 (Information relating to the transaction); and

   3. (c)

      include any further information the company considers relevant, having regard to the purpose of this chapter set out in UKLR 7.1.2G.

1. (1)

   1A listed company must notify a RIS as soon as possible after:

   1. (a)

      the terms of a significant transaction are agreed; and

   2. (b)

      the information in (2) has been prepared or the listed company becomes, or ought reasonably to have become, aware of the information,

   and in any event by no later than the completion of the transaction.

2. (2)

   The notification must include:

   1. (a)

      for a disposal, the information required by UKLR 7 Annex 2 Part 2 (Disposals – financial information); and

   2. (b)

      for all transactions, the information required by UKLR 7 Annex 2 Part 3 (Non-financial information).

1. (1)

   1A listed company must notify a RIS as soon as possible after the completion of the significant transaction.

2. (2)

   The notification must state that:

   1. (a)

      completion of the transaction has taken place; and

   2. (b)

      except as disclosed, there has been no material change affecting any matter contained in a notification under UKLR 7.3.1R or UKLR 7.3.2R.

3. (3)

   In (2)(b), ‘material’ has the meaning in UKLR 7.3.14R.

1. (1)

   1Where a listed company includes details of estimated synergies or other quantified estimated financial benefits expected to arise from a significant transaction in a notification required by UKLR 7.3.1R, UKLR 7.3.2R or UKLR 7.3.3R, the notification must include the information required by UKLR 7 Annex 2 Part 4.1 (Synergy benefits).

2. (2)

   Where a listed company includes financial information (including the information required by UKLR 7 Annex 2 Part 2) in a notification required by UKLR 7.3.1R, UKLR 7.3.2R or UKLR 7.3.3R, the notification must include the information required by UKLR 7 Annex 2 Part 4.2 to 4.4 (Sources of information).

3. (3)

   Where a listed company includes pro forma financial information in a notification required by UKLR 7.3.1R, UKLR 7.3.2R or UKLR 7.3.3R, the notification must include the information required by UKLR 7 Annex 2 Part 4.5 (Pro forma financial information).

1Information may be incorporated in a notification made by a listed company under UKLR 7.3.2R 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.

1Where a notification made by a listed company under UKLR 7.3.1R, UKLR 7.3.2R or UKLR 7.3.3R includes information in accordance with UKLR 7.3.4R, that information may be incorporated in such notification 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.

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

1Information required by UKLR 7.3.1R and UKLR 7.3.3R must not be incorporated by reference to information contained in another document.

1When information is incorporated by reference, a cross-reference list must be provided in the notification 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.

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 7.3.11G apply.

1. (1)

   1A listed company must notify a RIS as soon as possible if, after the notification under UKLR 7.3.1R or UKLR 7.3.2R and before completion of the transaction:

   1. (a)

      it becomes aware that there has been a material change affecting any matter contained in that earlier notification;

   2. (b)

      it becomes aware that a material new matter has arisen which would have been required to be mentioned in that earlier notification if it had arisen at the time of the preparation of that notification;

   3. (c)

      it has agreed a material change to the terms of the transaction; or

   4. (d)

      it has agreed the terms of one or more further transactions that are of a type referred to in UKLR 7.2.11R(1)(a), (b) or (c) and are material but are not a significant transaction in their own right (individually or together).

2. (2)

   The supplementary notification in (1)(a), (b) or (c) must:

   1. (a)

      give details of the change or new matter; and

   2. (b)

      contain a statement that, except as disclosed:

      1. (i)

         there has been no material change affecting any matter contained in the earlier notification; and

      2. (ii)

         no other material new matter has arisen which would have been required to be mentioned in that earlier notification if it had arisen at the time of the preparation of that notification.

3. (3)

   The supplementary notification in (1)(d) must include the information set out in UKLR 7 Annex 2 Part 1 (Information relating to the transaction) in relation to the further transaction or transactions.

1In UKLR 7.3.13R, ‘material’ means material for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the listed company and the rights attaching to any securities forming part of the consideration. It includes:

1. (1)

   a change in the terms of the transaction that increases any of the percentage ratios by 10% or more; and

2. (2)

   where the further transaction or transactions referred to in UKLR 7.3.13R(1)(d) would, if they were aggregated with the transaction or aggregated transactions (as applicable), result in an increase of any of the percentage ratios by 10% or more.