Related provisions for LR 11.1.2

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LR 10.4.1RRP
(1) A listed company must notify a RIS as soon as possible after the terms of a class 2 transaction are agreed.(2) The notification must include:(a) details of the transaction, including the name of the other party to the transaction;(b) a description of the business carried on by, or using, the net assets the subject of the transaction;(c) the consideration, and how it is being satisfied (including the terms of any arrangements for deferred consideration);(d) the value of the
LR 10.4.2RRP
(1) A listed company must notify a RIS as soon as possible if, after the notification under LR 10.4.1 R, it becomes aware that:(a) there has been a significant change affecting any matter contained in that earlier notification; or(b) a significant 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.(2) The supplementary notification must give details of the change
LR 12.1.2RRP
This chapter contains rules applicable to a listed company that:(1) purchases its own equity shares; or(2) purchases its own securities other than equity shares; or(3) sells or transfers treasury shares; or(4) purchases or redeems its own securities during a prohibited period; or(5) purchases its own securities from a related party.
LR 12.1.3RRP
LR 12.2 to LR 12.5 do not apply to a transaction entered into:(1) in the ordinary course of business by a securities dealing business; or(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 Chinese walls between those responsible for any decision relating to the transaction and those in possession of inside information relating to the listed company.
LR 13.7.1RRP
(1) A circular relating to a resolution proposing to give the company authority to purchase its own equity securities must also include:(a) if the authority sought is a general one, a statement of the directors' intentions about using the authority;(b) if known, the method by which the company intends to acquire its equity shares and the number to be acquired in that way;(c) a statement of whether the company intends to cancel the equity shares or hold them in treasury;(d) if
LR 8.3.4RRP
Where a sponsor gives any guidance or advice to a listed company or applicant in relation to the application or interpretation of the listing rules or disclosure rules and transparency rules, the sponsor must take reasonable steps to satisfy itself that the director or directors of the listed company understand the nature and extent oftheir responsibilities under the listing rules and disclosure rules and transparency rules.
LR 1.4.2RRP
If a listing rule refers to a requirement in legislation applicable to a listed company incorporated in the United Kingdom, a listed overseas company must comply with the requirement so far as:(1) information available to it enables it to do so; and(2) compliance is not contrary to the law in its country of incorporation.
LR 1.4.3RRP
A listed overseas company must, if required to do so by the FSA, provide the FSA with a letter from an independent legal adviser explaining why compliance with a requirement referred to in LR 1.4.2 R is contrary to the law in its country of incorporation.
LR 13.3.1RRP
Every circular sent by a listed company to holders of its listed securities must:(1) provide a clear and adequate explanation of its subject matter giving due prominence to its essential characteristics, benefits and risks;(2) state why the security holder is being asked to vote or, if no vote is required, why the circular is being sent;(3) if voting or other action is required, contain all information necessary to allow the security holders to make a properly informed decision;(4)
LR 12.5.1RRP
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
LR 12.5.7RRP
Where, 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) a statement of the directors' intentions regarding future purchases of the company's warrants and options;(2) the number and
LR App 2.1.1RRP

Fee type

Fee amount

Annual fees for the period 1 April 2005 to 31 March 2006

Annual Issuer Fees - all listedissuers of shares, depositary receipts and securitised derivatives.

This fee represents the total annual fee for a listedissuer - no additional annual fee is due under the disclosure rules.

(1) For all issuers of securitised derivatives, depositary receipts and global depositary receipts the fees payable are set out in Table 1.

(2) For all other issuers fees to be determined according to market capitalisation as set out in Table 2. The fee is calculated as follows:

  • the relevant minimum fee; plus
  • the cumulative total of the sums payable for each of the bands calculated by multiplying each relevant tranche of the firm's market capitalisation by the rate indicated for that tranche.

(3) Notwithstanding (2), overseasissuers with a listing of equity securities which is not a primary listing will only pay 80% of the fee otherwise payable under (2).

Annual Sponsor Fees

£10,000

Annual fees are charged in annual cycles beginning on 1 April of a year and ending on 31 March of the following year. An issuer or sponsor which becomes subject to the listing rules during the course of the financial year must pay a proportion of the annual fee which is calculated in accordance with the following Table 3.

Table 1

Annual fees for issuers of securitised derivatives, depositary receipts and global depositary receipts

Issuer

Fee amount

Issuers of securitised derivatives

£3,000

Issuers of depositary receipts and global depositary receipts

£3,600

Table 2

Tiered annual fees for all other issuers

Fee payable

Minimum fee (£)

3,000

£ million of Market Capitalisation

Fee (£/£m or part £m of Market Capitalisation)

0 - 100

0

>100 - 250

11.81

>250 - 1,000

4.72

>1,000 - 5,000

1.57

>5,000 - 25,000

0.0295

>25,000

0.0079

Table 3

Quarter in which the issuer/sponsor becomes subject to the Listing Rules

Proportion payable

1 July to 30 September inclusive

75%

1 October to 31 December inclusive

50%

1 January to 31 March inclusive

25%

Annex 2

Fee type

Fee amount

Transaction vetting fees for the period 1 July 2005 to 31 March 2006

Transaction vetting fees relate to specific events or transactions that an issuer might be involved in during the year and fall due when documentation is first submitted to the FSA.

Eligibility

New applicants

£1,300

Category 1

Class 1 transactions

£5,700

Category 2

Listing particulars for specialist securityissuers (including depositary receipts)

£2,500

Category 3

All other vetting only transactions

£2,500

Category 4

Supplementary listing particulars

£500

Annex 3

Part 1

Fee type

Fee amount

Application Fees for the period 1 July 2005 to 31 March 2006

Application for listing

An application fee becomes payable when an issuer makes an application for listing.

£225

Tranches from debt issuance programmes and securitised derivative tranches

£100

An upfront fee is required per tranche for draw downs in the following 12 months. Payment in advance for more than 75 draw downs will attract a 10% discount.

Part 2

Sponsor Application Fees for the period 1 July 2005 to 31 March 2006

Fee type

Fee amount

Application for approval as sponsor

An application fee becomes payable when a person applies for approval as a sponsor.

£4,000

Fees from other fee schedules contained in other sections of the sourcebook may be applicable to a single submission.

LR App 2.1.2GRP

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.

LR 13.4.3RRP
(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
LR 13.4.5RRP
If a listed company makes significant reference to the value of a property in a class 1 circular, the class 1 circular must include a property valuation report.
LR 12.6.3RRP
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
LR 12.6.4RRP
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
LR 3.4.9RRP
A public sector issuer of an EEA State that seeks admission of debt securities referred to in paragraphs 2 and 4 of Schedule 11A of the Act must submit to the FSA in final form a completed Application for Admission of Securities to the Official List.Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FSA's website.
LR 3.4.10RRP
LR 3.4.11 R to LR 3.4.13 R apply to applications for admission to listing of debt securities by a public sector issuer other than one referred to in LR 3.4.9 R.
LR 12.3.1RRP
Where a purchase by a listed company of its own equitysecurities or preference shares is to be made from a related party, whether directly or through intermediaries, LR 11 (Related party transactions) must be complied with unless:(1) a tender offer is made to all holders of the class of securities; or(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
LR 14.1.1RRP
1This chapter applies to an overseas company with, or applying for, a secondary listing of equity securities.
LR 8.1.2RRP
A company with, or applying for, a primary listingof its equity securities must comply with LR 8.2 (When a sponsor must be appointed or its assistance obtained) and LR 8.5 (Responsibilities of listed companies).
LR 8.7.8RRP
A sponsor must notify the FSA in writing as soon as possible if:(1) the sponsor ceases to satisfy the criteria for approval as a sponsor set out in LR 8.6.5 R; or(2) the sponsor, or any of its employees whose names are on the list maintained by the sponsor under LR 8.6.15 R, are:(a) convicted of any offence involving fraud, theft or other dishonesty; or(b) the subject of a bankruptcy proceeding, a receiving order or an administration order; or(3) any of its employees whose names
LR 17.3.6GRP
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)
LR 14.2.5GRP
An overseasissuer applying for a secondary listing of equity securities will need to comply with LR 3 (Listing applications).
LR 8.2.1RRP
A company with, or applying for, a primary listing of its equity securities must appoint a sponsor on each occasion that it:(1) makes an application for admission of equity securities which:(a) requires the production of a prospectus; or(b) is accompanied by a certificate of approval from another competent authority; or(c) is accompanied by a summary document as required by PR 1.2.3R (8); or(2) is required to producea class 1 circular; or(3) is producinga circular that proposes