Related provisions for PERG 8.14.38
21 - 40 of 160 items.
A1sponsor must in relation to a sponsor service:11(1) referred to in LR 8.2.1 R, 1provide assurance to the FSA when required that the responsibilities of the listed company or applicant under the listing rules have been met; and(2) referred to in LR 8.2.1 R, LR 8.2.2 R or LR 8.2.3 R, 1guide the listed company or applicant in understanding and meeting its responsibilities under the listing rules anddisclosure rules and transparency rules.2112
The1sponsor will be the main point of contact with the FSA for any matter referred to in LR 8.2.1 The FSA expects to discuss all issues relating to a transaction and any draft or final document directly with the sponsor. However, in appropriate circumstances, the FSA will communicate directly with the listed company or applicant.11
(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 793 of the Companies Act 2006 (Notice
by company requiring information about interests in its shares)).11
(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]
(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) 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
A person is an indirect holder of shares for the purpose of the applicable definition of shareholder to the extent that he is entitled to acquire, to dispose of, or to exercise voting rights in any of the following cases or a combination of them:
Case |
|
(a) |
voting rights held by a third party with whom that person has concluded an agreement, which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the issuer in question; |
(b) |
voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights in question; |
(c) |
voting rights attaching to shares which are lodged as collateral with that person provided that person controls the voting rights and declares its intention of exercising them; |
(d) |
voting rights attaching to shares in which that person has the life interest; |
(e) |
voting rights which are held, or may be exercised within the meaning of points (a) to (d) or, in cases (f) and (h) by a person1 undertaking investment management, or by a management company, by an undertaking controlled by that person; 1 |
(f) |
voting rights attaching to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders; |
(g) |
voting rights held by a third party in his own name on behalf of that person; |
(h) |
voting rights which that person may exercise as a proxy where that person can exercise the voting rights at his discretion in the absence of specific instructions from the shareholders. |
[Note: article 10 of the TD]
Cases (a) to (h) in DTR 5.2.1 R identify situations where a person may be able to control the manner in which voting rights are exercised and where, (taking account of any aggregation with other holdings) a notification to the issuer may need to be made. In the FSA's view:(1) Case (e) produces the result that it is always necessary for the parent undertaking of a controlled undertaking to aggregate its holding with any holding of the controlled undertaking (subject to the exemptions
A person falling within Cases (a) to (h) is an indirect holder of shares for the purpose of the definition of shareholder. These indirect holdings have to be aggregated, but also separately identified in a notification to the issuer. Apart from those identified in the Cases (a) to (h), the FSA does not expect any other significant category "indirect shareholder" to be identified. Cases (a) to (h) are also relevant in determining whether a person is an indirect holder of qualifying
DTR 5.1.2 R and case (c) of DTR 5.2.1 R do not apply in respect of voting rights attaching to shares provided to or by a member of the European System of Central Banks in carrying out their functions as monetary authorities, including shares provided to or by any such member under a pledge or repurchase of similar agreement for liquidity granted for monetary policy purposes or within a payments system provided:(1) this shall apply only for a short period following the provision
If BC comes within the definition of a collective investment scheme, the third element in determining whether it is an open-ended investment company is whether the 'investment condition' is satisfied. This condition is that, in relation to BC, a reasonable investor would, if he were to participate in the scheme:(1) expect that he would be able to realise his investment in the scheme, within a period appearing to him to be reasonable; his investment would be represented, at any
Section 236(3) of the Act states clearly that the investment condition must be met 'in relation to BC'. In the FSA's view, this means that the investment condition should not be applied rigidly in relation to specific events such as particular issues of shares or securities or in relation to particular points in time. The requirements of the investment condition must be satisfied in relation to the overall impression of the body corporate itself, having regard to all the circ
In the FSA's view, and within limits, the investment condition allows for the possibility that a body corporate that is an open-ended investment company may issue shares or securities with different characteristics. Some shares or securities may clearly satisfy the condition whereas others may not. The FSA considers that a reasonable investor contemplating investment in such a body corporate may still take the view, looking at the body corporate overall, that the investment condition
Certain matters are to be disregarded in determining whether the investment condition is satisfied. Section 236(4) of the Act states that, for these purposes, no account is to be taken of any actual or potential redemption or repurchase of shares or securities under:(1) Chapters 3 to 71 of Part 181 of the Companies Act 2006;1or1(2) [deleted]11(3) corresponding provisions in force in another EEA State; or(4) provisions in force in a country or territory other than an EEA State
The Treasury have made the following exemptions from the obligations under section 178 of the Act10:(1) controllers and potential controllers of non-directive friendly societiesare exempt from the obligation to notify a change in control (The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/77410));10(2) controllers and potential controllers of building societies are exempt from the obligation to notify a change in control unless the change
6The FSA recognises that firms acting as investment managers may have difficulties in complying with the prior notification requirements in sections 178 and 191D 10of the Act as a result of acquiring or disposing of listed shares in the course of that fund management activity. To ameliorate these difficulties, the FSA may accept pre-notification of proposed changes in control, made in accordance with SUP D, and may grant approval of such changes for a period lasting up to a
6The FSA may treat as notice given in accordance with sections 178 and 190(1)of the Act a written notification from a firm which contains the following statements:10(1) that the firm proposes to acquire and/or dispose of control, on one or more occasions, of any UK domestic firm whose shares or those of its ultimate parent undertaking are, at the time of the acquisition or disposal of control, listed or which are admitted to listing on a designated investment exchange;;10(2) that
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
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
Information may often involve:(1) listings of share and unit prices; or(2) company news or announcements; or(3) an explanation of the terms and conditions of an investment; or(4) a comparison of the benefits and risks of one investment as compared to another; or(5) league tables showing the performance of investments of a particular kind against set published criteria; or(6) details of directors’ dealings in the shares of their own companies; or(7) alerting persons to the happening
In the FSA's opinion, however, such information may take on the nature of advice if the circumstances in which it is provided give it the force of a recommendation. For example:(1) a person may offer to provide information on directors’ dealings on the basis that, in his opinion, were directors to buy or sell investors would do well to follow suit;(2) a person may offer to tell a client when certain shares reach a certain value (which would be advice if the person providing the
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
The interests of a single person or entity which exceeds 10% of the issued shares (calculated exclusive of treasury shares) of any class of share in the capital of the open-ended investment company must, so far as they are known to it, be notified to a RIS as soon as possible following the open-ended investment company becoming aware of those interests.
An issuer of shares must, if it acquires or disposes of its own shares, either itself or through a person acting in his own name but on the issuer's behalf, make public the percentage of voting rights attributable to those shares it holds as a result of the transaction as a whole,1 as soon as possible, but not later than four trading days following such acquisition or disposal where that percentage reaches, exceeds or falls below the thresholds of 5% or 10% of the voting righ
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.
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.
The FSA may authorise the omission of information required by LR 9.7A.1 R or LR 9.7A.2 R if it considers that disclosure of such information would be contrary to the public interest or seriously detrimental to the listed company, provided that such omission would not be likely to mislead the public with regard to facts and circumstances, knowledge of which is essential for the assessment of the shares.1
The following behaviours are, in the opinion of the
FSA
, market abuse (insider dealing):(1) dealing on the basis of inside information which is not trading information; (2) front running/pre-positioning - that is, a transaction for a person's own benefit, on the basis of and ahead of an order which he is to carry out with or for another (in respect of which information concerning the order is inside information), which takes advantage of the anticipated
In the opinion of the
FSA
, the following factors are to be taken into account in determining whether or not a person's behaviour is for the purpose of him gaining control of the target company or him proposing a merger with that company, and are indications that it is:(1) whether the transactions concerned are in the target company's shares; or(2) whether the transactions concerned are for the sole purpose of gaining that control or effecting that merge
The following examples of market abuse (insider dealing) concern the definition of inside information relating to financial instruments other than
commodity derivatives.(1) X, a director at B PLC has lunch with a friend, Y. X tells Y that his company has received a takeover offer that is at a premium to the current share price at which it is trading. Y enters into a spread bet priced or valued by reference to the share price of B PLC based on his expectation that
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