Related provisions for LR 12.4.8
1 - 20 of 27 items.
(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 (other than in respect of an employees’ share scheme)3 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
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
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 a special2 resolution.2
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
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) [deleted]11(3) any redemption of listedshares including details of the number of shares redeemed and the number of shares
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 interests (in respect of which transactions are notifiable to the company under DTR 3.1.2 R) 4of each person who is4 a3director of the listed company as at the end of4 the period under review including:44334(a) all changes in the interests of each director that have occurred between the end of the
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
Except where the purchases will
consist of individual transactions made in accordance with the terms of issue
of the relevant securities,
where1 a listed
company intends to purchase any of its equity
securities (other than equity
shares) or preference shares it must:1(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
A listed company proposing to issue equity shares for cash or to sell treasury shares that are equity securities for cash must first offer those securities in proportion to their existing holdings to:(1) existing holders of that class of equity shares (other than the listed company itself by virtue of it holding treasury shares); and(2) holders of other equity shares of the listed company who are entitled to be offered them.
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 9543 of the Companies Act 19854 (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; or34334(2) the listed company is undertaking a rights issue or open offer andthe disapplication of pre-emption rights
A listed company must notify a RIS as soon as possible after the board has approved any decision to pay or make any dividend or other distribution on listedequity or to withhold any dividend or interest payment on listed securities giving details of:(1) the exact net amount payable per share;(2) the payment date;(3) the record date (where applicable); and(4) any foreign income dividend election, together with any income tax treated as paid at the lower rate and not repayable.
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.
(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