Related provisions for LR 13.5.31

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LR 13.5.1RRP
Financial information, as set out in this section, must be included by a listed company in a class 1 circular if:(1) the listed company is seeking to acquire an interest in a target which will result in a consolidation of the target's assets and liabilities with those of the listed company; or(2) the listed company is seeking to dispose of an interest in a target which will result in the assets and liabilities no longer being consolidated; or(3) the target ("A") has itself acquired
LR 13.5.4RRP
(1) A listed company must present all financial information that is disclosed in a class 1 circular in a form that is consistent with the accounting policies adopted in its own latest annual consolidated accounts.(2) The requirement set out in paragraph (1) does not apply to financial information presented in accordance with LR 13.5.36 R.
LR 13.5.6RRP
A listed company must cite the source of all financial information that it discloses in a class 1 circular.
LR 13.5.8RRP
If financial information has not been extracted directly from audited accounts, the class 1 circular must:(1) set out the basis and assumptions on which the financial information has been prepared; and(2) include a statement that the financial information is unaudited or not reported on by an accountant.
LR 13.5.10RRP
A listed company must give audited historical financial information greater prominence in a class 1 circular than any forecast, estimated, pro forma or non-statutory financial information.
LR 13.5.11RRP
A listed company that provides a summary of financial information in a class 1 circular must include in the circular a statement that investors should read the whole document and not rely solely on the summarised financial information.
LR 13.5.22RRP
An accountant's opinion must set out:(1) whether, for the purposes of the class 1 circular, the financial information table gives a true and fair view of the financial matters set out in it; and(2) whether the financial information table has been prepared in a form that is consistent with the accounting policies adopted in the listed company's latest annual accounts.
LR 13.5.25RRP
If an accountant's report, which contains the accountant's opinion required by LR 13.5.21 R, is modified details of all material matters must be set out in the class 1 circular, including:(1) all the reasons for the modification; and(2) a quantification of the effects, if both relevant and practicable.
LR 13.5.26RRP
If the accounts of a target that falls within LR 13.5.14 R to LR 13.5.16 R contain a modified auditor's report, details of the material matters giving rise to the modification must be set out in the class 1 circular.
LR 13.5.27RRP
(1) This rule applies if the target is:(a) admitted to trading; or(b) a company whose securities are listed on an overseas investment exchange or admitted to trading on an overseasregulated market;and a material adjustment needs to be made to the target's financial statements to achieve consistency with the listed company's accounting policies.(2) A listed company must include the following in the class 1 circular:(a) a reconciliation of financial information on the target, for
LR 13.5.30RRP
If the target of an acquisition has published half-yearly or quarterly financial information subsequent to the period set out in LR 13.5.13R (1) or (2), such financial information must be:(1) reproduced in the class 1 circular; and(2) reconciled in accordance with LR 13.5.27R (2), if applicable.
LR 13.5.33RRP
If, prior to the class 1 transaction, a profit forecast or profit estimate was published that:(1) relates to the listed company, a significant part of the listedcompanygroup, or the target; and(2) is still outstanding;the listed company must include that profit forecast or profit estimate in the class 1 circular or include an explanation of why the profit forecast or profit estimate is no longer valid.
LR 13.8.1RRP
A circular relating to a resolution proposing to grant the directors' authority to allot shares or other securities pursuant to section 551 (Power of directors to allot shares etc: authorisation by company) of the Companies Act 20066 must include:(1) a statement of the maximum amount of shares or other securities6 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)
LR 13.8.2RRP
A circular relating to a resolution proposing to disapply the statutory pre-emption rights under section 5613 of the Companies Act 20063 (Existing shareholders' right of pre-emption)1 must include:12323(1) a statement of the maximum amount of equity securities which the disapplication will cover; and(2) if there is a general disapplication for equity securities for cash made otherwise than to existing shareholders in proportion to their existing holdings, the percentage which
LR 13.8.4RRP
A circular relating to a resolution proposing to reduce the company's capital, other than a reduction of capital pursuant to section 626 of the Companies Act 2006 (Reduction of capital in connection with redenomination),4 must include a statement of the reasons for, and the effects of, the proposal.
LR 13.8.5RRP
(1) A circular relating to a resolution proposing a capitalisation or bonus issue must include:(a) the reason for the issue;(b) a statement of the last date on which transfers were or will be accepted for registration to participate in the issue;(c) details of the proportional entitlement; and(d) a description of the nature and amount of reserves which are to be capitalised.(2) Any timetable set out in the circular must have been approved by the RIE on which the company'sequity
LR 13.8.6RRP
(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
LR 13.8.7RRP
(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 13.8.6R (1)(d) and (f)1;1(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
LR 13.8.8RRP
(1) When holders of listedequity shares5are 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
LR 13.8.9GRP
A circular or other document convening an annual general meeting where special business is proposed will need to comply with all of LR 13.3.1 R (including paragraphs (4), (5) and (6) 1in respect of special business).1
LR 13.8.10RRP
A circular to shareholders about proposed amendments to the constitution must include:(1) an explanation of the effect of the proposed amendments; and(2) either the full terms of the proposed amendments, or a statement that the full terms will be available for inspection:(a) from the date of sending the circular until the close of the relevant general meeting at a place in or near the City of London or such other place as the FSA may determine; and(b) at the place of the general
LR 13.8.11RRP
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
LR 13.8.12RRP
The resolution contained in the notice of meeting accompanying the circular must refer either to:(1) the scheme itself (if circulated to shareholders); or(2) the summary of its principal terms included in the circular.
LR 13.8.14RRP
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.
LR 13.8.15RRP
If shareholders' approval is required by LR 9.4.4 R, the circular to shareholders must include the following information:(1) details of the persons to whom the options, warrants or rights are to be granted; and(2) a summary of the principal terms of the options, warrants or rights.
LR 13.8.16RRP
(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
LR 13.4.1RRP
A class 1 circular must also include the following information:(1) the information given in the notification (see LR 10.4.1R);(2) the information required by LR 13 Annex 1;(3) the information required by LR 13.5 (if applicable); and(4) a declaration by its directors in the following form (with appropriate modifications):"The directors of [the company], whose names appear on page [ ], accept responsibility for the information contained in this document. To the best of the knowledge
LR 13.4.1AGRP
1The information necessary under LR 13.3.1R (3) includes all the material terms of the class 1 transaction including the consideration.
LR 13.4.2RRP
If a class 1 circular contains a modified accountant's report, as described in LR 13.5.25 R, the class 1 circular must set out:(1) whether the modification is significant to shareholders;(2) if the modification is significant to shareholders, the reason for its significance; and(3) a statement from the directors explaining why they are able to recommend the proposal set out in the class 1 circular notwithstanding the modified accountant's report.
LR 13.4.3RRP
(1) If a class 1 circular relates to a takeover offer which is recommended by the offeree's board and the listed company has had access to due diligence information on the offeree at the time the class 1 circular is published, the listed company must prepare and publish the working capital statement on the basis that the acquisition has taken place.(2) If a class 1 circular relates to a takeover offer which has not been recommended by the offeree's board or the listed company
LR 13.4.4RRP
If a class 1 transaction relates to:(1) the acquisition or disposal of property; or(2) the acquisition of a property company that is not listed;the class 1 circular must include a property valuation report.
LR 13.4.5RRP
If a listed company makes significant reference to the value of a property in a class 1 circular, the class 1 circular must include a property valuation report.
LR 13.4.6RRP
If a class 1 transaction relates to an acquisition or disposal of mineral resources the class 1 circular must include:(1) a mineral expert's report; and(2) a glossary of the technical terms used in the mineral expert's report.
LR 13.4.7GRP
For a disposal, the FSA may modify the information requirements in LR 13.4.6 R if the information would not provide significant additional information.
LR 13.1.2RRP
A listed company must ensure that circulars it issues to holders of its listedequity shares3 comply with the requirements of this chapter.
LR 13.1.3RRP
Information may be incorporated in a circular by reference to relevant information contained in:(1) a prospectus or listing particulars; or(2) any other published document that has been filed with the FSA.
LR 13.1.5RRP
Information required by LR 13.3.1R (1)(2)must not be incorporated in the circular by reference to information contained in another document.
LR 13.1.6RRP
When information is incorporated by reference, a cross reference list must be provided in the circular to enable security holders to identify easily specific items of information. The cross reference list must specify where the information can be accessed by security holders.
LR 13.1.7GRP
4The FSA may authorise the omission of information required by LR 13.3 to LR 13.6, LR 13.8 and LR 13 Annex 1, if it considers that disclosure of that information would be contrary to the public interest or seriously detrimental to the listed company, provided that that 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 matter covered by the circular.
LR 13.2.1RRP
A listed company must not circulate or publish a circular unless it has been approved by the FSA.
LR 13.2.4RRP
The following documents (to the extent applicable) must be lodged with the FSA in final form before it will approve a circular:(1) a Sponsors Declaration for the Production of a Circular completed by the sponsor;(2) for a class 1 circular or related party circular, a letter setting out any items of information required by this chapter that are not applicable in that particular case;(3) the sponsor's Conflicts Declaration2; and(4) any other document that the FSA has sought in advance
LR 13.2.5RRP
Two copies of the following documents in draft form must be submitted at least 10 clear business days before the date on which it is intended to publish the circular:(1) the circular; and(2) the letters and documents referred to in LR 13.2.4R (1) and (2).
LR 13.2.7RRP
If a circular submitted for approval is amended, two copies of amended drafts must be resubmitted, marked to show changes made to conform with FSA comments and to indicate other changes.
LR 13.2.8GRP
The FSA will approve a circular if it is satisfied that the requirements of this chapter are satisfied.
LR 13.2.9GRP
The FSA will only approve a circular between 9a.m. and 5.30p.m. on a business day (unless alternative arrangements are made in advance).Note: LR 9.6.1 R requires a company to forward to the FSA two copies of all circulars issued (whether or not they require approval) for publication on the document viewing facility.
LR 13.7.1RRP
(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
LR 13.7.2GRP
2LR 13.3.3 R sets out requirements for pro forma information in a circular relating to the purchase by the company of 25% or more of the company's issued equity shares (excluding treasury shares).
COBS 18.5.11RRP
An operator of an unregulated collective investment scheme must, subject to the exceptions from the requirement to provide a periodic statement, provide to participants in the scheme, promptly and at suitable intervals, a statement in a durable medium which contains adequate information on the value and composition of the portfolio of the scheme at the beginning and end of the period of the statement.
COBS 18.5.12ERP
(1) An operator should act in accordance with the provisions in the right hand column of the periodic statements table (see COBS 18.5.15E) to fulfil the requirement to prepare and issue periodic statements indicated in the left hand column against these provisions.(2) Compliance with (1) may be relied on as tending to establish compliance with the requirement to prepare and issue periodic statements.(3) Contravention of (1) may be relied on as tending to establish contravention
COBS 18.5.14RRP
An operator of an unregulated collective investment scheme must make a copy of any periodic statement it has provided in accordance with the requirement to prepare and issue periodic statements to participants in the scheme. The record must be retained for a minimum period of three years.
COBS 18.5.17ERP

Table: General contents of a periodic statement

This table belongs to COBS 18.5.15 E.

General contents of periodic statements

1

Contents and value

(a)

As at the beginning of the account period, the total value of the portfolio of the scheme, being either:

(i)

the value of the assets comprised in the portfolio on the date as at which the statement provided for the immediately preceding period of account is made up; or

(ii)

in the case of the first periodic statement, the value of the assets comprised in the portfolio on the date on which the operator assumed responsibility for the management of the portfolio.

(b)

As at the end of the account period:

(i)

the number, description and value of each investment held on behalf of the scheme;

(ii)

the amount of cash held on behalf of the scheme; and

(iii)

the total value of the portfolio of the scheme.

2

Basis of valuation

A statement of the basis on which the value of each investment has been calculated and, if applicable, a statement that the basis for valuing a particular investment has changed since the previous periodic statement. Where any investments are shown in a currency other than the usual one used for valuation of the portfolio of the scheme, the relevant currency exchange rates must be shown.

3

Details of any assets loaned or charged

(a)

A summary of those investments (if any) which were, at the closing date, loaned to any third party and those investments (if any) that were at that date charged to secure borrowings made on behalf of the portfolio of the scheme; and

(b)

the aggregate of any interest payments made and income received during the account period in respect of loans or borrowings made during the period.

4

Transactions and changes in composition

Except in the case of a portfolio which aims to track the performance of an external index:

(a)

a statement that summarises the transactions entered into for the portfolio of the scheme during the period; and

(b)

the aggregate of money and a summary of all investments transferred into and out of the portfolio of the scheme during the period; and

(c)

the aggregate of any interest payments, dividends and other benefits received by the operator for the portfolio of the scheme during that period.

5

Charges and remuneration

If not previously advised in writing, a statement for the account period:

(a)

of the aggregate charges of the operator and its associates; and

(b)

of any remuneration received by the operator or its associates or both from a third party in respect of the transactions entered into, or any other services provided, for the portfolio of the scheme.

6

Movement in value of portfolio

A statement of the difference between the value of the portfolio at the closing date and its value at the starting date of the account period, having regard at least, during the account period, to the following:

(a)

the aggregate of assets received from participants of the scheme and added to the portfolio of the scheme;

(b)

the aggregate of the value of assets transferred, or of amounts paid, to the scheme;

(c)

the aggregate income received on behalf of the scheme in respect of the portfolio; and

(d)

the aggregate of realised and unrealised profits or gains and losses attributable to the assets comprised in the portfolio of the scheme.

Notes:

For the purposes of Item 1, where the scheme is a property enterprise trust, it will be sufficient for the periodic statement to disclose the number of properties held in successive valuation bands where this is appropriate to the size and composition of the scheme, rather than the value of each asset in the portfolio. The valuation bands of over £10m, £5-£10m, £2.5-£5m, £1-£2.5m and under £1m would be appropriate, unless an operator could show that different bands were justifiable in the circumstances.

The statement to be provided under Item 6 is not intended to be an indicator of the performance of the portfolio of the scheme.An operator may wish to distinguish capital and income, and thereby provide more information than referred to in this table. If the statement includes some measure of performance, the basis of measurement should be stated.
LR 17.4.7RRP
In the case of debtsecurities guaranteed by another company, an issuer must submit to the FSA the annual report and accounts of the company that is providing the guarantee unless that company is listed or adequate information is otherwise available.
LR 17.4.8RRP
In the case of convertible securities which are exchangeable for securities of another company, an issuer must submit to the FSA the annual report and accounts of that other company unless that company is listed or adequate information is otherwise available.
LR 13.6.1RRP
A related party circular must also include:(1) in all cases the following information referred to in the PD Regulation relating to the company:Paragraph of Annex 1 of the PD Regulation;(a) Annex 1 item 5.1.1 – Issuer name;(b) Annex 1 item 5.1.4 – Issuer address;(c) Annex 1 item 18.1 – Major shareholders;(d) Annex 1 item 20.9 – Significant changes;(e) Annex 1 item 22 – Material contracts (if it is information which shareholders of the company would reasonably require to make a
LR 13.6.4GRP
1LR 13.3.3 R sets out requirements for pro forma information in related party circulars.
COLL 4.2.2RRP
(1) A prospectus must be drawn up in English and published as a document by the authorised fund manager and, for an ICVC, it must be approved by the directors.(2) The authorised fund manager must ensure that the prospectus:(a) contains the information required by COLL 4.2.5 R (Table: contents of the prospectus);(b) does not contain any provision which is unfairly prejudicial to the interests of unitholders generally or to the unitholders of any class of units;(c) does not contain
DTR 1.4.4GRP
Examples of when the FSA may require the suspension of trading of a financial instrument include:(1) if an issuer fails to make a RIS announcement as required by the disclosure rules within the applicable time-limits which the FSA considers could affect the interests of investors or affect the smooth operation of the market; or(2) if there is or there may be a leak of inside information and the issuer is unwilling or unable to issue an appropriate RIS announcement within a reasonable
COLL 8.3.2RRP
(1) An authorised fund manager must ensure that a prospectus of a qualified investor scheme is drawn up which contains the information, specified in COLL 8.3.4 R (Table: contents of qualified investor scheme prospectus), and the authorised fund manager must:(a) revise the prospectus immediately upon the occurrence of any materially significant change in the information required to be stated within it;(b) include the date of any revision in a prominent manner in the revised prospectus;22(c)
COLL 6.7.3GRP
(1) This section assists in securing the regulatory objective of protecting consumers through requirements which govern the payments out of scheme property and charges imposed on investors when buying or selling units.(2) The requirements clarify the nature of permitted charges and payments and ensure the disclosure for unitholders of any increases in charges and payments to the authorised fund manager.(3) The prospectus should make adequate provision for payments from an authorised
PERG 7.2.1GRP
Advice is excluded by article 54 of the Regulated Activities Order from the regulated activities of advising on investments and advising on a home finance transaction1if:1(1) the advice is given in a publication or service that is in one of three formats (see PERG 7.4.3 G and PERG 7.4.4 G); and(2) the principal purpose of the particular format is neither to give certain advice nor to lead to (or enable) certain transactions to be carried out (see PERG 7.4.5 G and PERG 7.4.10
RCB 1.1.9GRP
(1) Issuers which are subject to an obligation to publish a prospectus under the Prospectus Directive are required by Article 3 of the PD Regulation to disclose risk factors. These requirements are set out in PR 2.3.1 EU and PR App 3.1.1 EU.(2) In complying with these obligations, issuers should consider disclosing the risk that actions by a regulatory authority in relation to the issuer may adversely affect the ability of the issuer to meet its obligations to investors or the
PR 5.6.1RRP
Where, in relation to an offer in the United Kingdom, no prospectus is required under the Act, the issuer and offeror must ensure that material information they provide to qualified investors or special categories of investors, including information disclosed in the context of meetings relating to offers, is disclosed to all qualified investors or special categories of investors to whom the offer is exclusively addressed. [Note: article 15.5 PD]
LR 17.3.12RRP
(1) An issuer must ensure that any circular it issues to holders of its listed securities relating to a resolution proposing to redeem listed securities before their due date for redemption includes:(a) an explanation of the reasons for the early redemption;(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) a statement of any
PERG 8.21.1GRP
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