Related provisions for PERG 8.14.38
1 - 20 of 122 items.
Examples of when the FSA may cancel the listing of securities include (but are not limited to) situations where it appears to the FSA that:(1) the securities are no longer admitted to trading as required by these rules; or(2) the issuer no longer satisfies its continuing obligations for listing, for example if the percentage of shares in public hands falls below 25% or such lower percentage as the FSA may permit (the FSA may however allow a reasonable time to restore the percentage,
Subject to the provisions of LR 5.2.6 R and LR 5.2.7 R, an issuer that wishes the FSA to cancel the listing of any of its equity securities with a primary listing must:(1) send a circular to the holders of the securities. The circular must:(a) comply with the requirements of LR 13.3.1 R and LR 13.3.2 R (contents of all circulars);(b) be submitted to the FSA for approval prior to publication; and(c) include the anticipated date of cancellation (which must be not less than 20 business
LR 5.2.5 R (2) will alsonot apply where an issuer of equity securities with a primary listing notifies a RIS;(1) that the financial position of the issuer or its group is so precarious that, but for the proposal referred to in LR 5.2.7 R (2), there is no reasonable prospect that the issuer will avoid going into formal insolvency proceedings;(2) that there is a proposal for a transaction, arrangement or other form of reconstruction of the issuer or its group which is necessary
An issuer that wishes the FSA to cancel the listing of listed securities (other than equity securities with a primary listing) must notify a RIS, giving at least 20 business days notice of the intended cancellation but is not required to obtain the approval of the holders of those securities contemplated in LR 5.2.5 R (2).
A circular need not be sent to holders of listed securities where that listing is intended to be cancelled, and the prior approval of the holders of those securities in a general meeting need not be obtained, when, in the case of a takeover offer:(1) the offeror has by virtue of its shareholdings and acceptances of the offer, acquired or agreed to acquire issued share capital carrying 75% of the voting rights of the issuer; and(2) the offeror has stated in the offer document or
Unless a tender
offer is made to all holders of the class,
purchases by a listed company of
less than 15% of any class of
its equity shares (excluding treasury shares) pursuant to a general authority
granted by shareholders, may only be made if the price to be paid is not more
than the higher of:(1) 5% above the average market value
of the company'sequityshares for
the 5 business days prior to
the day the purchase is made; and(2) that stipulated by Article 5(1)
of the Buy-back
Where a series of purchases are
made pursuant to a general authority granted by shareholders, which in aggregate
amount to 15% or more of the number of equity
shares of the relevant class in
issue immediately following the shareholders meeting at which the general
authority to purchase was granted, a tender
offer need only be made in respect of any purchase that takes
the aggregate to or above that level. Purchases that have been specifically
approved by shareholders are not to
(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
Unless LR 12.4.8 R 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) convene a separate meeting of the
holders of those securities;
and(2) obtain their approval for the proposed
purchase of equity shares by an extraordinary resolution.
A circular convening
a meeting required by LR 12.4.7 R must include (in addition to the information
in LR 13 (Contents
of circulars)):(1) a statement of the effect of the conversion on the 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
A circular relating to a resolution proposing to grant the directors' authority to allot relevant securities must include:(1) a statement of the maximum amount of relevant securities which the directors will have authority to allot and the percentage which that amount represents of the total ordinary share capital in issue (excluding treasury shares) as at the latest practicable date before publication of the circular;(2) a statement of the number of treasury shares held by the
(1) A circular containing an offer to shareholders of the right to elect to receive shares instead of all or part of a cash dividend must include:(a) a statement of the total number of shares that would be issued if all eligible shareholders were to elect to receive shares for their entire shareholdings, and the percentage which that number represents of the equity shares (excluding treasury shares) in issue at the date of the circular;(b) in a prominent position, details of the
(1) A circular relating to any proposal where shareholders are entitled to complete a mandate in order to receive shares instead of future cash dividends must include:(a) the information in LR 13.7.6R(2)(d) and (f);(b) the basis of the calculation of the number of shares to be offered instead of cash;(c) a statement of last date for lodging notice of participation or cancellation in order for that instruction to be valid for the next dividend;(d) details of when adjustment to
(1) When holders of listedequity securities are sent a notice of meeting which includes any business, other than ordinary business at an annual general meeting, an explanatory circular must accompany the notice. If the other business is to be considered at or on the same day as an annual general meeting, the explanation may be incorporated in the directors' report.(2) A circular or other document convening an annual general meeting at which only ordinary business is to be conducted
A circular to shareholders about the approval of an employee's share scheme or long-term incentive scheme must:(1) include either the full text of the scheme or a description of its principal terms;(2) include, if directors of the listed company are trustees of the scheme, or have a direct or indirect interest in the trustees, details of the trusteeship or interest;(3) state that the provisions (if any) relating to:(a) the persons to whom, or for whom, securities, cash or other
The resolution approving the adoption of an employees' share scheme or long-term incentive scheme may authorise the directors to establish further schemes based on any scheme which has previously been approved by shareholders but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further schemes are treated as counting against any limits on individual or overall participation in
A circular to shareholders about proposed amendments to an employees' share scheme or a long-term incentive scheme must include:(1) an explanation of the effect of the proposed amendments; and(2) the full terms of the proposed amendments, or a statement that the full text of the scheme as amended will be available for inspection.
(1) A circular to holders of listed securities convertible into shares reminding them of the times when conversion rights are exercisable must include:(a) the date of the last day for lodging conversion forms and the date of the expected sending of the certificates;(b) a statement of the market values for the securities on the first dealing day in each of the six months before the date of the circular and on the latest practicable date before sending the circular;(c) the basis
In the FSA's view, this means that the reasonable investor must be satisfied that what he will get when he realises his investment is his proportionate share in the value of BC's underlying assets, less any dealing costs. In other words, that he is satisfied he will get net asset value. The investment condition focuses on the way the body corporate operates over time, and not by reference to particular issues of shares or securities (see PERG 9.6.3 G (The investment condition
For the 'satisfaction test' to be met, there must be objectively justifiable grounds on which the reasonable investor could form a view. He must be satisfied that the value of BC's property will be the basis of a calculation used for the whole, or substantially the whole, of his investment. The FSA considers that the circumstances, or combination of circumstances, in which a reasonable investor would be in a position to form this view include:(1) where the basis of net asset valuation
PERG 9.9.3 G (2)and PERG 9.9.3 G (3) refer to circumstances where the reasonable investor may be satisfied that he can realise his investment at net asset value because of arrangements made to ensure that the shares or securities trade at net asset value on a market. There may, for example, be cases of market dealing where the price of shares or securities will not depend on the market. An example is where BC or a third party undertakes to ensure that the market value reflects
However, where there is a market, the FSA does not consider that the test in section 236(3)(b) would be met if the price the investor receives for his investment is wholly dependent on the market rather than specifically on net asset value. In the FSA's view, typical market pricing mechanisms introduce too many uncertainties to be able to form a basis for calculating the value of an investment (linked to net asset value) of the kind contemplated by the satisfaction test. As a
The fact that the definition must be applied to BC as a whole (see PERG 9.6.3 G (The investment condition (section 236(3) of the Act): general)) is also relevant here. So, for example, in a take-over situation the fact that a bidder may be willing to provide an exit route for an investment at net asset value will be irrelevant within the context of the definition. This is so even if an investor invests in particular shares or securities in the knowledge or expectation or in anticipation
The expression 'wholly or mainly' in section 236(3)(b) determines the extent of the permissible departure from the link between the price of BC's shares or securities and the value of its net assets. The word 'mainly' introduces some flexibility to the process to allow for limited account to be taken of factors other than the value of BC's assets that may result in the sum realised failing to reflect the true net asset value. Such factors may include:(1) the payment by the investor
(1) If an application is made for the admission of a class of shares, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public in one or more EEA States.(2) For the purposes of paragraph (1), account may also be taken of holders in one or more states that are not EEA States, if the shares are listed in the state or states.(3) For the purposes of paragraph (1), a sufficient number of shares will be taken to have been distributed
The FSA will not admit shares of a company incorporated in a non-EEA State that are not listed either in its country of incorporation or in the country in which a majority of its shares are held, unless the FSA is satisfied that the absence of the listing is not due to the need to protect investors. [Note: Article 51 CARD]
(1) LR 3.3.2 R to LR 3.3.7 R apply to an applicant which is applying for a primary listing of its equity shares.(2) LR 3.3.2 R to LR 3.3.8 R apply to an applicant which is applying for:(a) a primary listing of its preference shares; or(b) a primary listing of its securities that are convertible into equity shares; or(c) a secondary listing of its equity securities.
The following documents must be submitted, in final form, to the FSA by midday two business days before the FSA is to consider the application:(1) a completed Application for Admission of Securities to the Official List;(2) one of:(a) the prospectus, or listing particulars, that has been approved by the FSA; or(b) a copy of the prospectus, a certificate of approval and (if applicable) a translation of the summary of the prospectus, if another EEA State is the home Member State
Either of the following documents must be submitted, in final form, to the FSA before 9 a.m. on the day the FSA is to consider application:(1) a completed Shareholder Statement, signed by a sponsor, in the case of an applicant that is applying for a listing of equity shares or preference shares for the first time; or [Note: see LR 8.4.3 R].(2) a completed Pricing Statement, signed by a sponsor, in the case of a placing by an applicant of equity shares of a class already listed.
If a copy of the resolution of the board allotting the securities cannot be submitted to the FSA by the deadline set out in LR 3.3.2 R the resolution or a written confirmation fromthe applicant or its sponsor that the securities have been allotted must be submitted to the FSA at least one hour before the admission to listing is to become effective.
The following documents must be submitted in final form to the FSA as soon as practicable after the FSA has considered the application:(1) a statement of the number of securities that were issued and, where different from the number which were the subject of the application, the aggregate number of securities of that class in issue;(2) a completed Issuer's Declaration; and(3) in an issue pursuant to a notice served under section 429 of the Companies Act 1985 (Right of offeror
An applicant must keep copies of the following for six years after the admission to listing:(1) any agreement to acquire any assets, business or shares in consideration for or in relation to which the company's securities are being issued;(2) any letter, report, valuation, contract or other documents referred to in the prospectus, listing particulars, circular or other document issued in connection with those securities;(3) the applicant'sconstitution as at the date of admission;(4)
An overseas company must ensure that any temporary document of title (other than one issued in global form) for an equity security:(1) is serially numbered;(2) states where applicable:(a) the name and address of the first holder and names of joint holders (if any);(b) the pro rata entitlement;(c) the last date on which transfers were or will be accepted for registration for participation in the issue;(d) how the equity securities rank for dividend or interest;(e) the nature of
An overseas company must ensure that any definitive document of title for an equity security (other than a bearer security) includes the following matters on its face (or on the reverse in the case of (5) and (7)):(1) the authority under which the overseas company is constituted and the country of incorporation and registered number (if any);(2) the number or amount of equity securities the certificate represents and, if applicable, the number and denomination of units (in the
An overseas 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 listedequity securities or to any of its securities which are convertible
Where the equity securities are subject to an underwriting agreement an overseascompany 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 14.3.17R (7) for up to two business days until the obligation by the underwriter to take or procure others to take equity securities is finally determined or lapses. In the case of an issue or offer of equity securities which is not underwritten, notification
A listed company must inform the FSA in writing as soon as possible if it has:(1) requested a RIE to admit or re-admit any of its listedequity securities or listed preference shares to trading; or(2) requested a RIE to cancel or suspend trading of any of its listedequity securities or listedpreference shares; or(3) been informed by a RIE that trading of any of its listedequity securities or listedpreference shares will be cancelled or suspended.
(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 any temporary document of title (other than one issued in global form) for an equity security:(1) is serially numbered;(2) states where applicable:(a) the name and address of the first holder and names of joint holders (if any);(b) for a fixed income security, the amount of the next payment of interest or dividend;(c) the pro rata entitlement;(d) the last date on which transfers were or will be accepted for registration for participation in the
A listed company must ensure that any definitive document of title for an equity security (other than a bearer security) includes the following matters on its face (or on the reverse in the case of paragraphs (5) and (7)):(1) the authority under which the listed company is constituted and the country of incorporation and registered number (if any);(2) the number or amount of securities the certificate represents and, if applicable, the number and denomination of units (in the
A number of controls apply under the Act to the promotion of shares or securities that are issued by any body corporate. These controls differ according to whether the person making the promotion is an unauthorised person (see PERG 9.10.2 G) or an authorised person (see PERG 9.10.3 G to PERG 9.10.6 G). In addition, where a body corporate is not an open-ended investment company:(1) the requirements of Prospectus Rules relating to the publication of an approved prospectus may1 apply
The controls under the Act that apply to promotions of shares or securities by unauthorised persons are in section 21 of the Act (Restrictions on financial promotion). These controls apply where an unauthorised person makes a financial promotion in, or from, the United Kingdom that relates to the shares in or securities of any body corporate. The same controls apply regardless of whether the shares or securities being promoted are issued by a body corporate that is an open-ended
Promotions made by authorised persons in the United Kingdom are generally subject to the controls in COB 3 (Financial Promotion). However, in the case of shares in, or securities of, a body corporate which is an open-ended investment company, additional controls are imposed by Chapter II of Part XVII of the Act (Restrictions on promotion of collective investment schemes) (see PERG 8.20). Section 238 of the Act (Restrictions on promotion) prevents an authorised person communicating
In the Regulated Activities Order, shares in or securities of an open-ended investment company are treated differently from shares in other bodies corporate. They are treated as units in a collective investment scheme under article 81 of the Regulated Activities Order (Units in a collective investment scheme) rather than shares under article 76 (Shares etc).
In order to be authorised, a person must have permission to carry on the regulated activities in question. What the permission needs to cover may differ according to whether the regulated activity being carried on relates to units or shares. So, for example, a body corporate that is an open-ended investment company will need permission if it carries on the regulated activity of dealing as principal or agent, arranging (bringing about) or making arrangements with a view to transactions
There is a general concern that the practice of companies issuing statements and giving briefings may involve a financial promotion. These arise sometimes as a result of requirements imposed by a listing authority or an exchange or market, PERG 8.4.14 G offers guidance on when such statements or briefings may amount to or involve an inducement to engage in investment activity. It indicates that whilst statements of fact alone will not be inducements, there may be circumstances
A 'relevant investment' in article 43 means:(1) shares or debentures; and(2) warrants and certificates representing certain securities relating to (1) and issued by G or a person acting on behalf of or under arrangements made with C.Article 43 allows a company to communicate a financial promotion to its shareholders about rights issues or a cash offer by a third party for their shares. It also allows a company to communicate with its creditors about restructuring debt obligations.
Article 59 imposes certain conditions.(1) The financial promotion must be an inducement and not be an invitation or amount to advice to acquire or dispose of an investment.(2) The inducement must not relate to any investment other than shares or debentures issued, or to be issued, by1 the company making the financial promotion (or a member of its group) or warrants relating to or certificates representing such shares or debentures.(3) If the financial promotion contains any reference
Article 67 exempts any financial promotion other than an unsolicited real time financial promotion which relates to shares, debentures, government and public securities, warrants or certificates representing certain securities which are permitted to be traded or dealt in on a relevant market. A relevant market for the purposes of article 67 is one which meets the criteria in Part I of, or is specified in or established under the rules of an exchange specified in Parts II or III
Article 69 is somewhat1 similar to article 59 in the conditions it imposes (see PERG 8.21.12 G). There1 are two main differences between article 69 and article 59.1(1) Article 69 does not apply to unsolicited real time financial promotions.(2) The requirement in article 59 that the financial promotion be accompanied by accounts or a report is replaced in article 69. It is replaced by a requirement that shares or debentures of the company or another body corporate in its group1
A requirement common to the exemptions in articles 59, 67 and 69 is that the financial promotions must not relate to investments other than those issued, or to be issued,1 by the company or a member of its group. The FSA is aware that there is concern about comments made in company statements or briefings. This is that they may be held to be inducements to acquire or dispose of, or exercise rights conferred by, an investment issued by a third party. For example, traded options
Shares are defined in the Regulated Activities Order as shares or stock in a wide range of entities; that is, any body corporate wherever incorporated and unincorporated bodies formed under the law of a country other than the United Kingdom. They include deferred shares issued by building societies as well as transferable shares in industrial and provident societies, credit unions and equivalent EEA bodies. These shares are transferable and negotiable in a way similar to other
The following are excluded from the specified investment category of shares. Shares or stock in all open-ended investment companies are excluded from being treated in this particular category (but see PERG 2.6.17 G). Exclusions from this category also apply to shares or stock in the share capital of certain mutuals or in equivalent EEA bodies. This takes out building society or credit union accounts and non-transferable shares in industrial and provident societies. These may nevertheless
The category of specified investment of instruments giving entitlements to investments (referred to in the Handbook as warrants) covers warrants and other instruments which confer an entitlement to subscribe for shares, debentures and government and public securities. This is one of several categories of specified investments that are expressed in terms of the rights they confer in relation to other categories of specified investment. The rights conferred must be rights to 'subscribe'
The specified investment category of units in a collective investment scheme includes units in a unit trust scheme, shares in open-ended investment companies and rights in respect of most limited partnerships. Shares in or securities of an open-ended investment company are treated differently from shares in other companies. They are excluded from the specified investment category of shares. This does not mean that they are not investments but simply that they are uniformly treated
LR 8.4.2 R to LR 8.4.6 R apply in relation to an application for admission of equity securities if an applicant does not have equity securities already listed and:(1) the production of a prospectus is required; or(2) the application is accompanied by a certificate of approval from another competent authority; or(3) the application is accompanied by a summary document as required byPR 1.2.3R (8).
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FSA either:(a) on the day the FSA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or(b) at a time agreed with the FSA, if the FSA is not approving the prospectus;(2) submit a completed a Shareholder Statement or a Pricing Statement, as applicable, to the FSA by 9 a.m. on the day the FSA is to consider the application;(3)
LR 8.4.12 R to LR 8.4.13 R apply in relation to transactions involving a listed company of equity shares with a primary listing that:(1) is required to produce a class 1 circular; (2) is producing a circular that proposes a reconstruction or a re-financing which does not constitute a class 1 transaction; or(3) is producing a circular for the proposed purchase of own shares;(a) which does not constitute a class 1 circular; and(b) is required by LR 13.7.1R (2) to include a working
In the FSA's view, the 'realisation' of an investment means converting an asset into cash or money. The FSA does not consider that 'in specie' redemptions (in the sense of exchanging shares or securities of BC with other shares or securities) will generally count as realisation. Section 236(3)(a) refers to the realisation of an investment, the investment being represented by the 'value' of shares or securities held in BC. In the FSA's view, there is no realisation of value where
The most typical means of realising BC's shares or securities will be by their being redeemed or repurchased, whether by BC or otherwise. There are, of course, other ways in which a realisation may occur. However, the FSA considers that these will often not satisfy all the elements of the definition of an open-ended investment company considered together. For example, the mere fact that shares or securities may be realised on a market will not meet the requirements of the 'satisfaction
The use of an expectation test ensures that the definition of an open-ended investment company is not limited to a situation where a holder of shares in, or securities of, a body corporate has an entitlement or an option to realise his investment. It is enough if, on the facts of any particular case, the reasonable investor would expect that he would be able to realise the investment. The following are examples of circumstances in which the FSA considers that a reasonable investor
However, a reasonable investor's expectation of being able to realise his investment is not displaced simply because, in certain circumstances, no active steps need to be taken to realise the investment. This might happen where a redemption or repurchase of shares or securities may become compulsory as a result of some aspect of the applicable law.
Similarly, if BC issues shares or securities on different terms as to the period within which they are to be redeemed or repurchased (see PERG 9.6.4 G (The investment condition (section 236(3) of the Act): general), BC must be considered as a whole. Whether or not the expectation test is satisfied in relation to a particular body corporate is bound to involve taking account of the terms on which its shares or securities, or classes of shares or securities, are issued. But this
This exemption disapplies the restriction in section 21 of the Act from non-real time financial promotions or solicited real time financial promotions which are made to a person who the communicator believes on reasonable grounds to be a certified high net worth individual and which relate to certain investments. These investments must be either;(1) shares in or debentures of an unlisted company; or(2) warrants,certificates representing certain securities, options, futures or
To be a sophisticated investor for the purposes of article 50, the recipient of a financial promotion must have a current certificate from an authorised person stating that he has enough knowledge to be able to understand the risks associated with the description of investment to which the financial promotion relates. Where the financial promotion is an outgoing electronic commerce communication, the certificate may be signed by a person who is entitled, under the law of an EEA
Article 52 concerns non-real time and solicited real time financial promotions about offers of shares or debentures of a company. The offers must be made only to or be reasonably regarded as only directed at certain persons. These persons must belong to an identified group of persons who, when the financial promotion is made, might reasonably be regarded as having an existing and common interest with each other and the company.
The exemption in article 62 of the Financial Promotion Order applies to any financial promotioncommunicated by or on behalf of a body corporate, a partnership, an individual or a group of connected individuals. The financial promotion must relate to a transaction which is one to acquire or dispose of shares in a body corporate and either:(1) it is the case that:(a) the shares, in addition, where appropriate, to any shares already held by the buyer, amount to 50% or more of the
Where the nature of the parties test (see PERG 8.14.35G (1)(b)) is not met and the purpose for which the person who is the buyer holds or proposes to hold the voting shares is considered, it may still be the case that the objective of the transaction is the acquisition of day-to-day control. This may typically be because there are two or more parties involved as buyer and they do not collectively represent a group of connected individuals as defined. For example, this may happen
Several exemptions, including article 43 of the Financial Promotion Order (Members and creditors of certain bodies corporate), apply only in relation to relevant investments being shares or debentures in the body corporate or a member of its group, or warrants or certificates representing certain securities relating to such shares or debentures. In the FSA's view, an exchangeable debt security which is partly a debenture and partly an option is a relevant investment for these
(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
(1) This rule applies to the following schemes of a listed company incorporated in the United Kingdom and of any of its major subsidiary undertaking (even if that major subsidiary undertaking is incorporated or operates overseas):(a) an employees' share scheme if the scheme involves or may involve the issue of new shares or the transfer of treasury shares; and(b) a long-term incentive scheme in which one or more directors of the listed company is eligible to participate.(2) The
(1) This 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) 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
LR 9.4.4 R 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) 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) following a take-over or reconstruction,
(1) To be listed, securities must be freely transferable.
[Note: articles 46, 54 and 60 CARD](2) To be listed, shares must be fully paid and free from
all liens and from any restriction on the right of transfer (except any restriction
imposed for failure to comply with a notice under section 212 of the Companies Act 1985 (Company
investigations)).
(1) The expected aggregate market value
of all securities (excluding treasury shares ) to be listed must
be at least:(a) £700,000 for shares; and(b) £200,000 for debt securities.(2) Paragraph (1) does not apply to
tap issues where the amount of the debt securities is
not fixed.(3) Paragraph (1) does not apply if securities of the same class are
already listed. [Note:
articles 43 and 48 CARD]
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
Any purchases, early redemptions or cancellations
of a company's ownlistedequitysecurities (other than equity shares) or preference
shares, 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.
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
The FSA accepts that block trading, upstairs trading and other types of specialist transactions (such as the "exchange of futures for physicals" in certain commodity markets) can have a legitimate commercial rationale consistent with the orderly conduct of business and proper protection for investors. They may therefore be permitted under the rules of a UK RIE, subject to any necessary safeguards, where appropriate.