Related provisions for LR 9.5.13
1 - 20 of 24 items.
If existing security holders do not take up their rights to subscribe in a rights issue:(1) the listed company must ensure that the 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) the
A listed company must ensure that in relation to communicating information on an open offer:(1) if the offer is subject to shareholder approval in general meeting the announcement must state that this is the case; and(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.
(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 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
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.
In addition to the requirements set out in DTR 4.1 a listed company1 must include in its annual financial report1, where applicable, the following:1(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
In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual financial report1:1(1) a statement setting out all the beneficial and non-beneficialinterests of each person who has beena3director of the listed company during3 the period under review including:3(a) all changes in the beneficial and non-beneficialinterests of each director that have occurred between the end of the period under review and a date not
(1) A break fee or break fees payable in respect of a transaction are to be treated as a class 1 transaction if the total value of the fee or the fees in aggregateexceeds:(a) if the listed company is being acquired, 1% of the value of the listed company calculated by reference to the offer price; and(b) in any other case, 1% of the market capitalisation of the listed company.(2) For the purposes of paragraph (1)(a):(a) the 1% limit is to be calculated on the basis of the fully
LR 9.3.11 R does not apply if:(1) a generaldisapplication of statutory pre-emption rights has been authorised by shareholders in accordance with section 570, 571 and 5733 of the Companies Act 20063 (Disapplication of pre-emption rights) 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; or33(2) the listed company is undertaking a rights issue or open offer andthe disapplication of pre-emption
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
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)