Related provisions for LR 13.5.34
1 - 20 of 23 items.
(1) A listed company must notify a RIS as soon as possible when a document has been forwarded to the FSA under LR 9.6.1 R or LR 9.6.2 R unless the full text of the document is provided to the RIS.(2) A notification made under paragraph (1) must set out where copies of the relevant document can be obtained.
A 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) any proposed change in its capital structure including the structure of its listeddebt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress;(2) any change in the rights attaching to any class of its listedshares or to any of its listedequity securities which are convertible
Where the securities are subject to an underwriting agreement a listed company may, at its discretion and subject to DTR 2 (Disclosure and control of inside information by issuers), delay notifying a RIS as required by LR 9.6.4R (6) for up to two 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
A listed company must notify a RIS of any change to the board including:(1) the appointment of a new director stating the appointees name and whether the position is executive, non-executive or chairman and the nature of any specific function or responsibility of the position;(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) important changes to the
A 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 five business days of the decision:(1) details of all directorships held by the director in any other publicly quoted company at any time in the previous five years, indicating whether or not he is still a director;(2) any unspent convictions in relation to indictable offences;(3)
A listed company which changes its name must, as soon as possible:(1) notify a RIS of the change, stating the date on which it has taken effect;(2) inform the FSA in writing of the change; and(3) where the listed company is incorporated in the United Kingdom, send the FSA a copy of the revised certificate of incorporation issued by the Registrar of Companies.
Financial information, as set out in this section, must be included by a listed company in a class 1 circular if:(1) the listed company is seeking to acquire an interest in a target which will result in a consolidation of the target's assets and liabilities with those of the listed company; or(2) the listed company is seeking to dispose of an interest in a target which will result in the assets and liabilities no longer being consolidated; or(3) the target ("A") has itself acquired
(1) This rule applies if the target is:(a) admitted to trading; or(b) a company whose securities are listed on an overseas investment exchange or admitted to trading on an overseasregulated market;and a material adjustment needs to be made to the target's financial statements to achieve consistency with the listed company's accounting policies.(2) A listed company must include the following in the class 1 circular:(a) a reconciliation of financial information on the target, for
If, prior to the class 1 transaction, a profit forecast or profit estimate was published that:(1) relates to the listed company, a significant part of the listedcompanygroup, or the target; and(2) is still outstanding;the listed company must include that profit forecast or profit estimate in the class 1 circular or include an explanation of why the profit forecast or profit estimate is no longer valid.
(1) If a listed company makes an open offer, placing, vendor consideration placing, offer for subscription of equity shares or an issue out of treasury 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 or at the time of agreeing the placing (as the case may be).(2) In paragraph (1), the middle market price of equity shares means the middle market quotation
A listed company must ensure that for an offer for sale or an offer for subscription of equity securities:(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) if the securities may be held in uncertificated form, there is equal treatment of those who elect to hold the securities in certificated form and those who elect to hold them in uncertificated form;(3)
(1) This rule applies to a listed company that has published:(a) any unaudited financial information in a class 1 circular or a prospectus; or(b) any profit forecast or profit estimate.(2) The first time a listed company publishes financial information as required by LR 9.7 to LR 9.9 after the publication of the unaudited financial information, profit forecast or profit estimate, it must:(a) reproduce that financial information, profit forecast or profit estimate in its next
(1) Any 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) A notification required by paragraph
(1) must set out whether the proposal relates to:(a) specific purchases and if so, the
names of the persons from whom
the purchases are to be made; or(b) a general authorisation to make
purchases.(3) The requirement set out in paragraph
(1) does not apply
Any 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 7:30 a.m. on the business day following the calendar day on which the purchase occurred. The notification
must include:(1) the date of purchase;(2) the number of equity
shares purchased;(3) the purchase price for each of
the highest and lowest price paid, where relevant;(4) the number
The announcement should contain any further information that the company and its sponsors consider necessary. This should incorporate historical price sensitive information, which has already been published in relation to the disposal along with any further information required to be disclosed under DTR 2 (disclosure of inside information).
The annual report and accounts must include, where applicable, the following:(1) a statement of the amount of interest capitalised by the group during the period under review with an indication of the amount and treatment of any related tax relief;(2) any information required by LR 9.2.18 R (Publication of unaudited financial information);(3) details of any small related party transaction as required by LR 11.1.10R (2)(c);(4) details of any long-term incentive schemes as required
A listed company must ensure that the auditors review each of the following before the annual report is published:(1) LR 9.8.6R (3) (statement by the directors that the business is a going concern); and(2) the parts of the statement required by LR 9.8.6R (6) (corporate governance) that relate to the following provisions of the Combined Code:(a) C1.1;(b) C.2.1; and(c) C3.1 to C3.7.
Where a listed
company intends to purchase any of its equity
securities (other than equity
shares) or preference shares it must:(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) notify a RIS of
its decision to purchase unless the purchases will consist of individual transactions
made in accordance with the terms of issue of the
If 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 7:30 a.m. on the business
day following the calendar day on
which allotment occurred of the following information:(1) the date of the allotment;(2) the number of shares allotted;(3) a statement as to what number of shares allotted have been cancelled and
what number is being held
Any sale for cash, transfer for the purposes
of or pursuant to an employees' share scheme or
cancellation of treasury shares by a listed company must be notified to a RIS as
soon as possible and in any event by no later than 7:30 a.m. on the business day following the calendar day on
which the sale, transfer or cancellation occurred. The notification must include:(1) the date of the sale, transfer
or cancellation;(2) the number of shares sold,
transferred or cancelled;(3) the
An issuer that meets the following criteria is not required to comply with LR 17.3.4 R:(1) the issuer is an issuer of asset-backed securities and is not required to comply with any other requirement for the publication of annual report and accounts; or(2) (a) the issuer:(i) is a wholly owned subsidiary of a listed company;(ii) issues listed securities that are unconditionally and irrevocably guaranteed by the issuer'slisted holding company or equivalent arrangements are in place;(iii)
Section 100 of the Act (Penalties) provides that the FSA must prepare and operate a scheme for ensuring that the amounts paid to it as penalties are applied for the benefit of issuers.
The FSA will allow a permitted deduction from the annual fees of an amount equal to that issuer's share of the amounts paid to the FSA by way of penalties.
The FSA will notify issuers annually of the amount of the permitted deduction for each relevant year.
(1) If a class 1 circular relates to a takeover offer which is recommended by the offeree's board and the listed company has had access to due diligence information on the offeree at the time the class 1 circular is published, the listed company must prepare and publish the working capital statement on the basis that the acquisition has taken place.(2) If a class 1 circular relates to a takeover offer which has not been recommended by the offeree's board or the listed company