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

1 UKLR 9.5 to UKLR 9.7 do not apply to a transaction entered into:

1. (1)

   in the ordinary course of business by a securities dealing business; or

2. (2)

   on behalf of third parties either by the company or any member of its group,

if the listed company has established and maintains effective information barriers between those responsible for any decision relating to the transaction and those in possession of inside information relating to the listed company.

1A listed company proposing to issue equity securities for cash or to sell treasury shares that are equity shares for cash must first offer those equity securities in proportion to their existing holdings to:

1. (1)

   existing holders of that class of equity shares (other than the listed company itself by virtue of it holding treasury shares); and

2. (2)

   holders of other equity shares of the listed company who are entitled to be offered them.

1 UKLR 9.2.1R does not apply to:

1. (1)

   a listed company incorporated in the United Kingdom if a disapplication of statutory pre-emption rights has been authorised by shareholders in accordance with section 570 (Disapplication of pre-emption rights: directors acting under general authorisation) or section 571 (Disapplication of pre-emption rights by special resolution) of the Companies Act 2006 and the issue of equity securities or sale of treasury shares that are equity shares by the listed company is within the terms of the authority;

2. (2)

   a listed company undertaking a rights issue or open offer, provided that the disapplication of pre-emption rights is with respect to:

   1. (a)

      equity securities representing fractional entitlements; or

   2. (b)

      equity securities which the company considers necessary or expedient to exclude from the offer on account of the laws or regulatory requirements of a territory other than its country of incorporation, unless that territory is the United Kingdom;

3. (3)

   a listed company selling treasury shares for cash to an employees’ share scheme; or

4. (4)

   an overseas company with a listing of equity shares in the equity shares (commercial companies) category if a disapplication of pre-emption rights has been authorised by shareholders that is equivalent to an authority given in accordance either with section 570 or section 571 of the Companies Act 2006 or in accordance with the law of its country of incorporation, provided that the issue of equity securities or sale of treasury shares that are equity shares by the listed company is within the terms of the authority.

1. (1)

   1This rule applies to the following schemes of a listed company incorporated in the United Kingdom and of any major subsidiary undertaking of that listed company (even if that major subsidiary undertaking is incorporated or operates overseas):

   1. (a)

      an employees’ share scheme, if the scheme involves or may involve the issue of new shares or the transfer of treasury shares; and

   2. (b)

      a long-term incentive scheme in which one or more directors of the listed company is eligible to participate.

2. (2)

   The listed company must ensure that the employees’ share scheme or long-term incentive scheme is approved by an ordinary resolution of the shareholders of the listed company in a general meeting before it is adopted.

1 UKLR 9.3.1R does not apply to the following long-term incentive schemes:

1. (1)

   an arrangement where participation is offered on similar terms to all or substantially all employees of the listed company or any of its subsidiary undertakings whose employees are eligible to participate in the arrangement (provided that all or substantially all employees are not directors of the listed company); or

2. (2)

   an arrangement where the only participant is a director of the listed company (or an individual whose appointment as a director of the listed company is being contemplated) and the arrangement is established specifically to facilitate, in unusual circumstances, the recruitment or retention of the relevant individual.

1For a scheme referred to in UKLR 9.3.2R(2), the following information must be disclosed in the first annual report published by the listed company after the date on which the relevant individual becomes eligible to participate in the arrangement:

1. (1)

   all of the information prescribed in UKLR 10.6.10R;

2. (2)

   the name of the sole participant;

3. (3)

   the date on which the participant first became eligible to participate in the arrangement;

4. (4)

   an explanation of why the circumstances in which the arrangement was established were unusual;

5. (5)

   the conditions to be satisfied under the terms of the arrangement; and

6. (6)

   the maximum award(s) under the terms of the arrangement or, if there is no maximum, the basis on which awards will be determined.

1. (1)

   1This rule applies to the grant to a director or employee of a listed company or of any subsidiary undertaking of a listed company of an option to subscribe, warrant to subscribe or other similar right to subscribe for shares in the capital of the listed company or any of its subsidiary undertakings.

2. (2)

   A listed company must not, without the prior approval by an ordinary resolution of the shareholders of the listed company in a general meeting, grant the option, warrant or other right if the price per share payable on the exercise of the option, warrant or other similar right to subscribe is less than whichever of the following is used to calculate the exercise price:

   1. (a)

      the market value of the share on the date on which the exercise price is determined;

   2. (b)

      the market value of the share on the business day before that date; or

   3. (c)

      the average of the market values for a number of dealing days within a period not exceeding 30 days immediately before that date.

UKLR 9.3.4R does not apply to the grant of an option to subscribe, warrant to subscribe or other similar right to subscribe for shares in the capital of a listed company or any of its subsidiary undertakings:

1. (1)

   under an employees’ share scheme, if participation is offered on similar terms to all or substantially all employees of the listed company or any of its subsidiary undertakings whose employees are entitled to participate in the scheme; or

2. (2)

   following a takeover or reconstruction, in replacement for and on comparable terms with options to subscribe, warrants to subscribe or other similar rights to subscribe held immediately before the takeover or reconstruction, for shares in either a company of which the listed company thereby obtains control or in any of that company’s subsidiary undertakings.

1For a placing of rights arising from a rights issue before the official start of dealings, a listed company must ensure that:

1. (1)

   the placing relates to at least 25% of the maximum number of equity securities offered;

2. (2)

   the placees are committed to take up whatever is placed with them;

3. (3)

   the price paid by the placees does not exceed the price at which the equity securities which are the subject of the rights issue are offered by more than one half of the calculated premium over that offer price (that premium being the difference between the offer price and the theoretical ex-rights price); and

4. (4)

   the equity securities which are the subject of the rights issue are of the same class as the equity securities already listed.

1If existing shareholders do not take up their rights to subscribe in a rights issue:

1. (1)

   the listed company must ensure that the equity securities to which the offer relates are offered for subscription or purchase on terms that any premium obtained over the subscription or purchase price (net of expenses) is to be for the account of the holders, except that if the proceeds for an existing holder do not exceed £5.00, the proceeds may be retained for the company’s benefit; and

2. (2)

   the equity securities may be allotted or sold to underwriters if, on the expiry of the subscription period, no premium (net of expenses) has been obtained.

1A listed company must ensure that for a rights issue the following are notified to a RIS as soon as possible:

1. (1)

   the issue price and principal terms of the issue; and

2. (2)

   the results of the issue and, if any rights not taken up are sold, details of the sale, including the date and price per share.

1A listed company must ensure that the offer relating to a rights issue remains open for acceptance for at least 10 business days. For the purposes of calculating the period of 10 business days, the first business day is the date on which the offer is first open for acceptance.

1A listed company must ensure that the timetable for an open offer is approved by the RIE on which its equity securities are traded.

1A listed company must ensure that the open offer remains open for acceptance for at least 10 business days. For the purposes of calculating the period of 10 business days, the first business day is the date on which the offer is first open for acceptance.

1A listed company must ensure that in relation to communicating information on an open offer:

1. (1)

   if the offer is subject to shareholder approval in a general meeting, the announcement must state that this is the case; and

2. (2)

   the circular dealing with the offer must not contain any statement that might be taken to imply that the offer gives the same entitlements as a rights issue unless it is an offer with a compensatory element.

1If existing shareholders do not take up their rights to subscribe in an open offer with a compensatory element:

1. (1)

   the listed company must ensure that the equity securities to which the offer relates are offered for subscription or purchase on terms that any premium obtained over the subscription or purchase price (net of expenses) is to be for the account of the holders, except that if the proceeds for an existing holder do not exceed £5.00, the proceeds may be retained for the company’s benefit; and

2. (2)

   the equity securities may be allotted or sold to underwriters if, on the expiry of the subscription period, no premium (net of expenses) has been obtained.

1A listed company must ensure that for a subscription in an open offer with a compensatory element the following are notified to a RIS as soon as possible:

1. (1)

   the offer price and principal terms of the offer; and

2. (2)

   the results of the offer and, if any securities not taken up are sold, details of the sale, including the date and price per share.

1A listed company must ensure that in a vendor consideration placing all vendors have an equal opportunity to participate in the placing.

1. (1)

   1If a listed company makes an open offer, placing, vendor consideration placing, offer for subscription of equity shares or an issue out of treasury (other than in respect of an employees’ share scheme) of a class already listed, the price must not be at a discount of more than 10% to the middle market price of those shares at the time of announcing the terms of the offer for an open offer or offer for subscription of equity shares or at the time of agreeing the placing for a placing or vendor consideration placing.

2. (2)

   In paragraph (1), the middle market price of equity shares means the middle market quotation for those equity shares as derived from the daily official list of the London Stock Exchange or any other publication of a RIE showing quotations for listed securities for the relevant date.

3. (3)

   If a listed company makes an open offer, placing, vendor consideration placing or offer for subscription of equity shares during the trading day, it may use an appropriate on-screen intra-day price derived from another market.

4. (4)

   1Paragraph (1) does not apply to an offer or placing at a discount of more than 10% if:

   1. (a)

      the terms of the offer or placing at that discount have been specifically approved by the issuer’s shareholders; or

   2. (b)

      it is an issue of shares for cash or the sale of treasury shares for cash under a pre-existing general authority to disapply section 561 of the Companies Act 2006 (Existing shareholders’ rights of pre-emption).

5. (5)

   The listed company must notify a RIS as soon as possible after it has agreed the terms of the offer or placing.

1A listed company must ensure that for an offer for sale or an offer for subscription of equity securities:

1. (1)

   letters of allotment or acceptance are all issued simultaneously and numbered serially (and, where appropriate, split and certified by the listed company’s registrars);

2. (2)

   if the equity securities may be held in uncertificated form, there is equal treatment of those who elect to hold the equity securities in certificated form and those who elect to hold them in uncertificated form;

3. (3)

   letters of regret are posted at the same time or not later than 3 business days after the letters of allotment or acceptance; and

4. (4)

   if a letter of regret is not posted at the same time as letters of allotment or acceptance, a notice to that effect is inserted in a national newspaper, to appear on the morning after the letters of allotment or acceptance are posted.

1If, for an issue of equity securities (other than an issue in lieu of dividend), a shareholder’s entitlement includes a fraction of a security, a listed company must ensure that the fraction is sold for the benefit of the holder, except that if its value (net of expenses) does not exceed £5.00, it may be sold for the company’s benefit. Sales of fractions may be made before listing is granted.

1When shares of the same class as shares that are listed are allotted, an application for admission to listing of such shares must be made as soon as possible and, in any event, within one month of the allotment.

1A listed company must ensure that any temporary document of title (other than one issued in global form) for an equity security:

1. (1)

   is serially numbered;

2. (2)

   states, where applicable:

   1. (a)

      the name and address of the first holder and names of joint holders (if any);

   2. (b)

      for a fixed income security, the amount of the next payment of interest or dividend;

   3. (c)

      the pro rata entitlement;

   4. (d)

      the last date on which transfers were or will be accepted for registration for participation in the issue;

   5. (e)

      how the securities rank for dividend or interest;

   6. (f)

      the nature of the document of title and proposed date of issue;

   7. (g)

      how fractions (if any) are to be treated; and

   8. (h)

      for a rights issue, the time, being not less than 10 business days calculated in accordance with UKLR 9.4.6R, in which the offer may be accepted, and how equity securities not taken up will be dealt with; and

3. (3)

   if renounceable:

   1. (a)

      states in a heading that the document is of value and negotiable;

   2. (b)

      advises holders of equity securities who are in any doubt as to what action to take to consult appropriate independent advisers immediately;

   3. (c)

      states that where all of the securities have been sold by the addressee (other than ex rights or ex capitalisation), the document should be passed to the person through whom the sale was effected for transmission to the purchaser;

   4. (d)

      has the form of renunciation and the registration instructions printed on the back of, or attached to, the document;

   5. (e)

      includes provision for splitting (without fee) and for split documents to be certified by an official of the company or authorised agent;

   6. (f)

      provides for the last day for renunciation to be the second business day after the last day for splitting; and

   7. (g)

      if at the same time as an allotment is made of shares issued for cash, shares of the same class are also allotted credited as fully paid to vendors or others, provides for the period for renunciation to be the same as, but no longer than, that provided for in the case of shares issued for cash.

1A listed company must ensure that any definitive document of title for an equity share (other than a bearer security) includes the following matters on its face (or on the reverse in the case of paragraph (6)):

1. (1)

   the authority under which the listed company is constituted and the country of incorporation and registered number (if any);

2. (2)

   the number or amount of securities the certificate represents and, if applicable, the number and denomination of units (in the top right-hand corner);

3. (3)

   a footnote stating that no transfer of the security or any portion of it represented by the certificate can be registered without production of the certificate;

4. (4)

   if applicable, the minimum amount and multiples thereof in which the security is transferable;

5. (5)

   the date of the certificate; and

6. (6)

   for equity shares with preferential rights, on the face (or, if not practicable, on the reverse), a statement of the conditions thereof as to capital, dividends and (where applicable) conversion.

1Where a purchase by a listed company of its own equity securities or preference shares is to be made from a related party, whether directly or through intermediaries, UKLR 8 (Related party transactions) must be complied with unless:

1. (1)

   a tender offer is made to all holders of the class of securities; or

2. (2)

   in the case of a market purchase pursuant to a general authority granted by shareholders, it is made without prior understanding, arrangement or agreement between the listed company and any related party.

1Where a purchase by a listed company of its own equity securities or preference shares is to be made from a related party which is a sovereign controlling shareholder or an associate of a sovereign controlling shareholder, the modifications to UKLR 8 (Equity shares (commercial companies: related party transactions) in UKLR 8.2.9R do not apply for the purposes of UKLR 9.5.1R.

1Unless UKLR 9.6.2R applies, purchases by a listed company of shares in any class of its equity shares pursuant to a general authority by the shareholders must be by way of a tender offer to all shareholders of that class.

UKLR 9.6.1R does not apply to:

1. (1)

   purchases by a listed company of less than 15% of any class of its equity shares (excluding treasury shares) pursuant to a general authority by the shareholders where the price to be paid is lower than or equal to the higher of:

   1. (a)

      5% above the average market value of the company’s equity shares for the 5 business days prior to the day the purchase is made; and

   2. (b)

      the technical standards stipulated by article 5(6) of the Market Abuse Regulation; or

2. (2)

   purchases by a listed company of 15% or more of any class of its equity shares (excluding treasury shares) where the full terms of the share buyback have been specifically approved by shareholders.

1. (1)

   1Any decision by the board to submit to shareholders a proposal for the listed company to be authorised to purchase its own equity shares must be notified to a RIS as soon as possible.

2. (2)

   A notification required by paragraph (1) must set out whether the proposal relates to:

   1. (a)

      specific purchases and, if so, the names of the persons from whom the purchases are to be made; or

   2. (b)

      a general authorisation to make purchases.

3. (3)

   The requirement set out in paragraph (1) does not apply to a decision by the board to submit to shareholders a proposal to renew an existing authority to purchase own equity shares.

1A listed company must notify a RIS as soon as possible of the outcome of the shareholders’ meeting to decide the proposal described in UKLR 9.6.4R.

1Any purchase of a listed company’s own equity shares by or on behalf of the company or any other member of its group must be notified to a RIS as soon as possible, and in any event, by no later than 7.30am on the business day following the calendar day on which the purchase occurred. The notification must include:

1. (1)

   the date of purchase;

2. (2)

   the number of equity shares purchased;

3. (3)

   the purchase price for each of the highest and lowest prices paid, where relevant;

4. (4)

   the number of equity shares purchased for cancellation and the number of equity shares purchased to be held as treasury shares; and

5. (5)

   where equity shares were purchased to be held as treasury shares, a statement of:

   1. (a)

      the total number of treasury shares of each class held by the company following the purchase and non-cancellation of such equity shares; and

   2. (b)

      the number of equity shares of each class that the company has in issue less the total number of treasury shares of each class held by the company following the purchase and non-cancellation of such equity shares.

1Unless UKLR 9.6.8R applies, a company with listed securities convertible into, or exchangeable for, or carrying a right to subscribe for equity shares of the class proposed to be purchased must (prior to entering into any agreement to purchase such shares):

1. (1)

   convene a separate meeting of the holders of those securities; and

2. (2)

   obtain their approval for the proposed purchase of equity shares by a special resolution.

1 UKLR 9.6.7R does not apply if the trust deed or terms of issue of the relevant securities authorise the listed company to purchase its own equity shares.

1A circular convening a meeting required by UKLR 9.6.7R must include (in addition to the information in UKLR 10 (Equity shares (commercial companies): contents of circulars)):

1. (1)

   a statement of the effect on the conversion expectations of holders in terms of attributable assets and earnings, on the basis that the company exercises the authority to purchase its equity shares in full at the maximum price allowed (where the price is to be determined by reference to a future market price, the calculation must be made on the basis of market prices prevailing immediately prior to the publication of the circular and that basis must be disclosed); and

2. (2)

   any adjustments to the rights of the holders which the company may propose (in such a case, the information required under paragraph (1) must be restated on the revised basis).

1Except where the purchases will consist of individual transactions made in accordance with the terms of issue of the relevant securities, where a listed company intends to purchase any of its securities convertible into its equity shares and where the equity shares are listed in the equity shares (commercial companies) category, it must:

1. (1)

   ensure that no dealings in the relevant securities are carried out by or on behalf of the company or any member of its group until the proposal has either been notified to a RIS or abandoned; and

2. (2)

   notify a RIS of its decision to purchase.

1Any purchases, early redemptions or cancellations of a company’s own securities convertible into equity shares where the equity shares are listed in the equity shares (commercial companies) category, by or on behalf of the company or any other member of its group, must be notified to a RIS when an aggregate of 10% of the initial amount of the relevant class of securities has been purchased, redeemed or cancelled, and for each 5% in aggregate of the initial amount of that class acquired thereafter.

1The notification required by UKLR 9.7.2R must be made as soon as possible and, in any event, no later than 7.30am on the business day following the calendar day on which the relevant threshold is reached or exceeded. The notification must state:

1. (1)

   the amount of securities acquired, redeemed or cancelled since the last notification; and

2. (2)

   whether or not the securities are to be cancelled and the number of that class of securities that remain outstanding.

1In circumstances where the purchase is not being made pursuant to a tender offer and the purchase causes a relevant threshold in UKLR 9.7.2R to be reached or exceeded, no further purchases may be undertaken until after a notification has been made in accordance with UKLR 9.7.2R to UKLR 9.7.3R.

1Where, within a period of 12 months, a listed company purchases warrants or options over its own equity shares which, on exercise, convey the entitlement to equity shares representing 15% or more of the company’s existing issued shares (excluding treasury shares), the company must send to its shareholders a circular containing the following information:

1. (1)

   a statement of the directors’ intentions regarding future purchases of the company’s warrants and options;

2. (2)

   the number and terms of the warrants or options acquired and to be acquired and the method of acquisition;

3. (3)

   where warrants or options have been, or are to be, acquired from specific parties, a statement of the names of those parties and all material terms of the acquisition; and

4. (4)

   details of the prices to be paid.

1If by virtue of its holding treasury shares, a listed company is allotted shares as part of a capitalisation issue, the company must notify a RIS as soon as possible and, in any event, by no later than 7.30am on the business day following the calendar day on which allotment occurred of the following information:

1. (1)

   the date of the allotment;

2. (2)

   the number of shares allotted;

3. (3)

   a statement as to what number of shares allotted has been cancelled and what number is being held as treasury shares; and

4. (4)

   where shares allotted are being held as treasury shares, a statement of:

   1. (a)

      the total number of treasury shares of each class held by the company following the allotment; and

   2. (b)

      the number of shares of each class that the company has in issue less the total number of treasury shares of each class held by the company following the allotment.

1Any sale for cash, transfer for the purposes of or pursuant to an employees’ share scheme or cancellation of treasury shares that represents over 0.5% of the listed company’s share capital must be notified to a RIS as soon as possible and, in any event, by no later than 7.30am on the business day following the calendar day on which the sale, transfer or cancellation occurred. The notification must include:

1. (1)

   the date of the sale, transfer or cancellation;

2. (2)

   the number of shares sold, transferred or cancelled;

3. (3)

   the sale or transfer price for each of the highest and lowest prices paid, where relevant; and

4. (4)

   a statement of:

   1. (a)

      the total number of treasury shares of each class held by the company following the sale, transfer or cancellation; and

   2. (b)

      the number of shares of each class that the company has in issue less the total number of treasury shares of each class held by the company following the sale, transfer or cancellation.