Related provisions for PERG 8.14.38
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Securities falling within the same article in Part III of the Regulated Activities Order which may be given the same generic description (for example, shares admitted to the UKofficial list) will normally be regarded as being of the same type. Options in relation to the same type of security will normally be regarded as being options of the same type.
The FSA does not need to be notified of proposals to offer (or to withdraw offers of) safeguarding and administration services for individual assets of the same type. Specified investments (other than securities) falling within the same article in Part III of the Regulated Activities Order will normally be regarded as being of the same type. Securities falling within the same article in Part III of the Regulated Activities Order which may be given the same generic description
In addition to the requirements of LR 9.8, a venture capital trust must include in its annual report and accounts:(1) a list of all investments with a value of greater than 5% of the total assets of the venture capital trust and at least the 10 largest investments stating, with respect to each investment so listed:(a) a brief description of the business;(b) the proportion of capital owned or intended to be owned;(c) the voting rights attributable to the shares owned;(d) the cost
LR 10 Annex 1 is modified as follows in relation to acquisitions or disposals of property by a listedproperty company:(1) for the purposes of paragraph 2R(1) (the gross assets test), the assets test is calculated by dividing the transaction consideration by the gross assets of the listedproperty company and paragraphs 2R(5) and 2R(6) do not apply;(2) for the purposes of paragraph 2R(1) (the gross assets test), if the transaction is an acquisition of land to be developed, the assets
(1) In addition to the tests in LR 10 Annex 1, if the transaction is an acquisition of property by a listedproperty company and any of the consideration is in the ordinary shares of that company, the listed company must determine the percentage ratios that result from the calculations under the test in paragraph(2).(2) The share capital test is calculated by dividing the number of consideration shares to be issued by the number of ordinary shares in issue (excluding treasury
In addition to the definition in LR 11.1.5 R a related party transaction includes:(1) any arrangement by which a venture capital trust takes an interest in a company in which its investment manager has invested or intends to invest on its own account, unless the investment is made either at the same time and on the same terms or in accordance with a pre-existing agreement between the venture capital trust and the investment manager; and(2) a venture capital trust that enters into
(1) When a listed company enters into a joint venture it should consider how this chapter applies.(2) It is common, when entering into a joint venture, for the partners to include exit provisions in the terms of the agreement. These typically give each partner a combination of rights and obligations to either sell their own holding or to acquire their partner's holding should certain triggering events occur.(3) If the listed company does not retain sole discretion over the event
(1) For the certificates to be listed, the securities which the certificates represent must be freely transferable. [Note: Articles 46, 54 and 60 CARD](2) For the certificates to be listed, the securities which the certificates represent 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) If an application is made for the admission of a class of certificates representing shares of an overseas company, a sufficient number of certificates 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 certificates are listed in the state or states.(3) For the purposes of paragraph (1), a sufficient
Analysing a typical corporate structure in terms of the definition of a collective investment scheme, money will be paid to the body corporate in exchange for shares or securities issued by it. The body corporate becomes the beneficial owner of that money in exchange for rights against the legal entity that is the body corporate. The body corporate then has its own duties and rights that are distinct from those of the holders of its shares or securities. Such arrangements will,
In the FSA's view, the question of what constitutes a single scheme in line with section 235(4) of the Act does not arise in relation to a body corporate. This is simply because the body corporate is itself a collective investment scheme (and so is a single scheme). Section 235(4) contemplates a 'separate' pooling of parts of the property that is subject to the arrangements referred to in section 235(1). But to analyse a body corporate in this way requires looking through its
If:(1) a major subsidiary undertaking of a listed company issues equity shares for cash or in exchange for other securities or to reduce indebtedness;(2) the issue would dilute the listed company's percentage interest in the major subsidiary undertaking; and(3) the economic effect of the dilution is equivalent to a disposal of 25% or more of the aggregate of the gross assets or profits (after the deduction of all charges except taxation) of the group;the issue is to be treated
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
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
An overseas company that is the issuer of the equity shares which the certificates represent must comply with:(1) the requirements of this section;(2) the continuing obligations set out in LR 14.3 (Continuing obligations); and1(3) DTR 21 (Disclosure and control of inside information by issuers), as if it were an issuer for the purposes of the disclosure rules and transparency rules.
(1) This rule applies whenever the instrument of incorporation of an ICVC provides, in relation to any class, for smaller denomination shares and larger denomination shares.(2) Whenever a registered holding includes a number of smaller denomination shares that can be consolidated into a larger denomination share of the same class, the ACD must consolidate the relevant number of those smaller denomination shares into a larger denomination share.(3) The ACD may, to effect a transaction
Regulation 45 of the OEIC Regulations (Shares) allows the rights attached to a share in an ICVC of any class to be expressed in two denominations, in which case the 'smaller' denomination must be such proportion of the 'larger' denomination (a standard share) as is fixed by the ICVC's instrument of incorporation as described in COLL 3.2.6R (19). This will enable holdings to consist of more or less than a complete number of larger denomination shares.
The rules on half-yearly financial reports (DTR 4.2) do not apply to a credit institution whose shares are not admitted to trading and which has, in a continuous or repeated manner, only issued debt securities provided that:(1) the total nominal amount of all such debt securities remains below 100,000,000 Euros; and(2) the credit institution has not published a prospectus in accordance with the prospectus directive.[Note: article 8(2) of the TD]
An issuer to which this chapter applies that is seeking admission of its equity securities to the official list must retain a sponsor as required by LR 8 (Sponsors) except that LR 8.2.1R (1) applies additionally to an application for admission to listing which requires the production of listing particulars.
The reasonable investor is a hypothetical investor. The implications of this are that the test does not relate to actual investment by a particular person at a particular time or in relation to a particular issue of any class of shares or securities. In the FSA's view, what underlies the test is what a reasonable investor would think he was getting into if he were contemplating investment in a particular body corporate. In addition, because the investor is hypothetical, the investment
In practice, the assessment of the nature of a particular body corporate will have to be made by applying the definition whenever an authorised person proposes to communicate an invitation or inducement to others for them to participate in the body corporate by buying shares or securities issued by it.