UKLR 8.1 Preliminary

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

1A listed company must appoint a sponsor where it proposes to make a request to the FCA to modify, waive or substitute the operation of UKLR 8.

1A listed company must appoint a sponsor where it proposes to make a request to the FCA for individual guidance in relation to the listing rules, the disclosure requirements or the transparency rules in connection with a related party transaction.

1In UKLR, a related party transaction means:

1. (1)

   a transaction (other than a transaction in the ordinary course of business) between a listed company and a related party;

2. (2)

   an arrangement (other than an arrangement in the ordinary course of business) pursuant to which a listed company and a related party each invests in, or provides finance to, another undertaking or asset; or

3. (3)

   any other similar transaction or arrangement (other than a transaction or arrangement in the ordinary course of business) between a listed company and any other person, the purpose and effect of which is to benefit a related party.

1A reference in this chapter:

1. (1)

   to a transaction or arrangement by a listed company includes a transaction or arrangement by its subsidiary undertaking;

2. (2)

   to a transaction or arrangement is, unless the contrary intention appears, a reference to the entering into of the agreement for the transaction or the entering into of the arrangement; and

3. (3)

   to a transaction or arrangement includes a transaction or arrangement which amends or revises the terms of an existing transaction or arrangement.

1UKLR 8.2.1R to UKLR 8.2.5R do not apply to a related party transaction if it is a transaction or arrangement:

1. (1)

   of a kind referred to in paragraph 1 of UKLR 8 Annex 1 (a transaction the terms of which were agreed before a person became a related party); or

2. (2)

   of a kind referred to in paragraphs 2 to 8 of UKLR 8 Annex 1 and does not have any unusual features.

1In UKLR, a related party means:

1. (1)

   a person who is (or was within the 12 months before the date of the transaction or arrangement) a substantial shareholder;

2. (2)

   a person who is (or was within the 12 months before the date of the transaction or arrangement) a director or shadow director of:

   1. (a)

      the listed company; or

   2. (b)

      any other company which is one of the following (and, if that person has ceased to a director or shadow director, any other company which was one of the following while that person was a director or shadow director of such other company);

      1. (i)

         a subsidiary undertaking of the listed company;

      2. (ii)

         a parent undertaking of the listed company; or

      3. (iii)

         a fellow subsidiary undertaking of a parent undertaking of the listed company;

3. (3)

   a person exercising significant influence; or

4. (4)

   an associate of a related party referred to in paragraph (1), (2) or (3).

1In UKLR, a substantial shareholder means any person who is entitled to exercise, or to control the exercise of, 20% or more of the votes able to be cast on all or substantially all matters at general meetings of:

1. (1)

   the company; or

2. (2)

   any company which is:

   1. (a)

      a subsidiary undertaking of the company;

   2. (b)

      a parent undertaking of the company; or

   3. (c)

      a fellow subsidiary undertaking of a parent undertaking of the company.

1For the purposes of calculating voting rights in UKLR 8.1.12R, the following voting rights are to be disregarded:

1. (1)

   any voting rights which such a person exercises (or controls the exercise of) independently in its capacity as:

   1. (a)

      bare trustee;

   2. (b)

      investment manager;

   3. (c)

      collective investment undertaking; or

   4. (d)

      a long-term insurer in respect of its linked long-term business,

      if no associate of that person interferes by giving direct or indirect instructions, or in any other way, in the exercise of such voting rights (except to the extent any such person confers or collaborates with such an associate which also acts in its capacity as investment manager, collective investment undertaking or long-term insurer); or

2. (2)

   any voting rights:

   1. (a)

      which a person may hold (or control the exercise of) solely in relation to the direct performance, by way of business, of:

      1. (i)

         underwriting the issue or sale of securities;

      2. (ii)

         placing securities, where the person provides a firm commitment to acquire any securities which it does not place; or

      3. (iii)

         acquiring securities from existing shareholders or the issuer pursuant to an agreement to procure third-party purchases of securities; and

   2. (b)

      where the conditions in (i) to (iv) are satisfied:

      1. (i)

         the activities set out in (2)(a) are performed in the ordinary course of business;

      2. (ii)

         the securities to which the voting rights attach are held for a consecutive period of 5 trading days or less, beginning with the first trading day on which the securities are held;

      3. (iii)

         the voting rights are not exercised within the period in which the securities are held; and

      4. (iv)

         no attempt is made directly or indirectly by the firm to intervene in or exert influence on (or attempt to intervene in or exert influence on) the management of the issuer within the period the securities are held.

1For the purposes of this chapter, a transaction in the ordinary course of business excludes a reverse takeover.