Related provisions for LR 13.1.10
21 - 40 of 58 items.
Where a UK RIE proposes to operate a new regulated market or close an existing regulated market it must give the FCA3notice of that event and the information specified for the purposes of this rule in REC 3.14A.3 R, at the same time as that proposal is first formally communicated to its members or shareholders (or any group or class of them). 3
Where a UK RIE proposes to operate a new MTF or close an existing MTF it must give the FCA3notice of that event and the information specified for the purposes of this rule in REC 3.14A.5 R, at the same time as that proposal is first formally communicated to its members or shareholders (or any group or class of them).3
(1) Sums payable pursuant to break fee arrangements3 in respect of a transaction are to be treated as a class 1 transaction if the total value of those sums 3exceeds:33(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.(1A) 3The total value of sums payable pursuant to break fee arrangements for the purpose of paragraph (1)
(1) Transactions completed during the 12 months before the date of the latest transaction must be aggregated with that transaction for the purposes of classification if:(a) they are entered into by the company with the same person or with persons connected with one another;(b) they involve the acquisition or disposal of securities or an interest in one particular company; or(c) together they lead to substantial involvement in a business activity which did not previously form a
(1) This rule applies to a transfer of the listing of equity shares with a premium listing2 into or out of the category of premium listing (investment company) or a transfer of the listing of equity shares2 out of the category of premium listing (commercial company).(2) The issuer must:(a) send a circular to the holders of the equity shares2;(b) notify a RIS, at the same time as the circular is despatched to the relevant holders of the equity shares2, of the intended transfer
The announcement referred to in LR 5.4A.5 R (2) must:(1) contain the same substantive information as would be required under LR 13.1and LR 13.3 if it were a circular but modified as necessary so it is clear that no shareholder vote is required; and(2) include the anticipated transfer date (which must be not less than 20 business days after the date the announcement is published).
Where a UK recognised body is to circulate any notice or other document proposing any amendment to its memorandum or articles of association (or other similar agreement or document relating to its constitution) to:(1) its shareholders (or any group or class of them); or(2) its members (or any group or class of them); or(3) any other group or class of persons which has the power to make that amendment or whose consent or approval is required before it may be made;that UK recognised
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
A person making a notification in accordance with DTR 5.1.2 R must do so by reference to each of the following:(1) the aggregate of all voting rights which the person holds as shareholder and as the direct or indirect holder of qualifying1financial instrumentsand financial instruments with similar economic effects;1(2) the aggregate of all voting rights held as direct or indirect shareholder (disregarding for this purpose holdings of financial instruments); 1(3) the aggregate
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FCA either:2(a) on the day the FCA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or(b) at a time agreed with the FCA, if the FCA is not approving the prospectus or if it is determining whether a document is an equivalent document1;(2) submit a completed Shareholder Statement or Pricing Statement, as applicable, to the
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FCA either:(a) on the day the FCA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or11(b) at a time agreed with the FCA if the FCA is not approving the prospectus or if it is determining whether a document is an equivalent document1;(2) submit a completed Shareholder Statement or Pricing Statement, as applicable, to the
(1) 2In the case of a class 1 disposal, a financial information table must include for the target:(a) the last annual consolidated balance sheet; (b) the consolidated income statements for the last three years drawn up to at least the level of profit or loss for the period; and(c) the consolidated balance sheet and consolidated income statement (drawn up to at least the level of profit or loss for the period) at the issuer's interim balance sheet date if the issuer has published
(1) Independence is likely to be lost if, by means of executive power, either relevant party could control the action of the other.(2) The board of one relevant party should not be able to exercise effective control of the board of another relevant party. Arrangements which might indicate this situation include quorum provisions and reservations of decision-making capacity of certain directors.(3) For an AUT, the FCA would interpret the concept of directors in common to include
Independence is likely to be lost if either of the relevant parties could control the actions of the other by means of shareholders' votes. The FCA considers this would happen if any shareholding by one relevant party and their respective associates in the other exceeds 15% of the voting share capital, either in a single share class or several share classes. The FCA would be willing, however, to look at cross-shareholdings exceeding 15% on a case-by-case basis to consider if there
In accordance with section 85(5)(b) of the Act, section 85(1) of the Act does not apply to offers of the following types of transferable securities:(1) shares issued in substitution for shares of the same class already issued, if the issue of the new shares does not involve any increase in the issued capital;(2) transferable securities offered in connection with a takeover by means of an exchange offer, if a document is available containing information which is regarded by the
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
The time specified for the purpose of REC 3.8.1 R is the latest of:(1) four months after the end of the financial year to which the document which is to be given to the FCA1relates; or1(2) the time when the documents described in REC 3.8.1 R (1) or REC 3.8.1 R (2)(b) are sent to the members or shareholders of the UK recognised body; or (3) the time when the document described in REC 3.8.1 R (2)(a) are sent to the shareholders in a parent undertaking of the group to which that
A listed company must notify a RIS of any change to the board including:(1) the appointment of a new director stating the appointees name and whether the position is executive, non-executive or chairman and the nature of any specific function or responsibility of the position;(2) the resignation, removal or retirement of a director (unless the director retires by rotation and is re-appointed at a general meeting of the listed company's shareholders);(3) important changes to the
4In considering whether an explanation given in a circular satisfies the requirement in LR 13.7.1R (1)(g), the FCA would expect the following information to be included in the explanation:(1) the shareholdings of substantial shareholders in the listed company before and after the proposed transaction; and(2) the shareholdings of a holder of equity shares who may become a substantial shareholder in the listed company as a result of the proposed transaction.
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
In determining whether a UK recognised body has financial resources sufficient for the proper performance of its relevant functions, the FCA5 may have regard to:5(1) the operational and other risks to which the UK recognised body is exposed;(2) if the UK recognised body guarantees the performance of transactions in specified investments, the counterparty and market risks to which it is exposed in that capacity; 5(3) the amount and composition of the UK recognised body's capital;(4)