Related provisions for PERG 8.14.38
61 - 80 of 198 items.
(1) When a listed company enters into a joint venture it should consider how this chapter applies.(2) It is common, when entering into a joint venture, for the partners to include exit provisions in the terms of the agreement. These typically give each partner a combination of rights and obligations to either sell their own holding or to acquire their partner's holding should certain triggering events occur.(3) If the listed company does not retain sole discretion over the event
(1) 2If a listed company becomes aware of a matter described in (2) after the publication of a circular that seeks shareholder approval for a transaction expressly requiring a vote by the listing rules, but before the date of a general meeting, it must, as soon as practicable:(a) advise the FCA of the matters of which it has become aware; and(b) send a supplementary circular to holders of its listedequity shares providing an explanation of the matters referred to in (2).(2) The
An indirect or synthetic holding includes a holding of a firm of shares, any other interest in the capital and subordinated debt, whether in the trading book or non-trading book, in:(1) an institution ; or(2) a financial institution; that satisfies the following conditions:(3) the holding is the subject of an agreement or arrangement between the firm and either the issuer of the instrument in question or a member of the group to which the issuer belongs;(4) under the terms of
A firm does not have to give notice under IFPRU 3.2.10 R if the capital instrument is: (1) an ordinary share; or(2) a debt instrument issued under a debt securities programme under which the firm or group member has previously issued and the firm has notified the FCA, in accordance with IFPRU 3.2.10 R, prior to a previous issuance under the programme.
LR 10 Annex 1 is modified as follows in relation to acquisitions or disposals of property by a listedproperty company:(1) for the purposes of paragraph 2R(1) (the gross assets test), the assets test is calculated by dividing the transaction consideration by the gross assets of the listedproperty company and paragraphs 2R(5) and 2R(6) do not apply;(2) for the purposes of paragraph 2R(1) (the gross assets test), if the transaction is an acquisition of land to be developed, the assets
(1) In addition to the tests in LR 10 Annex 1, if the transaction is an acquisition of property by a listedproperty company and any of the consideration is in the equity shares1 of that company, the listed company must determine the percentage ratios that result from the calculations under the test in (2).11(2) The share capital test is calculated by dividing the number of consideration shares to be issued by the number of equity shares1 in issue (excluding treasury shares).1
2A firm may elect not to include the following close links in the notification submitted under SUP 11.9.1A R, SUP 11.9.1B R, SUP 11.9.5A R, SUP 11.9.5B R3 or SUP 16.5:3(1) shares held in its capacity as custodian provided it can only exercise any voting rights attached to such shares under instructions given in writing or by electronic means; (2) shares held in its capacity as collateral taker under a collateral transaction which involves the outright transfer of securities provided
The reasonable investor is a hypothetical investor. The implications of this are that the test does not relate to actual investment by a particular person at a particular time or in relation to a particular issue of any class of shares or securities. In the FCA's view, what underlies the test is what a reasonable investor would think he was getting into if he were contemplating investment in a particular body corporate. In addition, because the investor is hypothetical, the investment
In practice, the assessment of the nature of a particular body corporate will have to be made by applying the definition whenever an authorised person proposes to communicate an invitation or inducement to others for them to participate in the body corporate by buying shares or securities issued by it.
A firm must calculate its capital resources in accordance with table 13.15.3(1).
Table 13.15.3(1)
This table forms part of IPRU-INV 13.15.3R.
Capital resources |
|
Companies |
Sole traders: Partnerships |
Paid-up share capital (excluding preference shares2 redeemable by shareholders2 within two years) Share premium account Retained profits (see IPRU-INV 13.15.4R) and interim net profits (Note 1) Revaluation reserves Subordinated loans (see IPRU-INV 13.15.7R) |
Balances on proprietor’s or partners’ - capital accounts2 - current accounts2 (see IPRU-INV 13.15.4R) Revaluation reserves Subordinated loans (see IPRU-INV 13.15.7R) |
less - Intangible assets |
less - Intangible assets - Material current year losses - Excess of current year drawings over current year profits2 |
Note 1 Retained profits must be audited and interim net profits must be verified by the firm's external auditor, unless the firm is exempt from the provisions of Part 16 of the Companies Act 2006 (section 477 (Small companies: Conditions for exemption from audit)) relating to the audit of accounts. |
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A Category B firm must calculate:(1) the aggregate amount of its short-term subordinated loans and its preference shares which are not redeemable within two years; (2) the amount of the firm's total capital and reserves excluding preference share capital, less the amount of its intangible assets, multiplied by 400%.
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 overseas company that is the issuer of the equity shares which the certificates represent must comply with:(1) the requirements of this section;(2) the continuing obligations set out in LR 14.3 (Continuing obligations) (other than in LR 14.3.2 R and LR 14.3.15 R), LR 18.2.8 R3 and LR 18.4.3A R2; and1(3) the obligations in articles 17 and 18 of the Market Abuse Regulation4 as if it were an issuer for the purposes of those obligations and4 the transparency rules, subject to article
DTR 7.1 does not apply to:(1) any issuer which
is a subsidiary undertaking of
a parent undertaking where the parent undertaking is subject to:3(a) DTR 7.1, or to requirements implementing article 39 of the Audit Directive in any other EEA State; and3(b) articles 11(1), 11(2) and 16(5) of the Audit Regulation;3[Note: article 39(3)(a)3 of the Audit Directive](2) any issuer the sole
business of which is to act as the issuer of asset-backed
securities provided the entity makes a statement
The rules on half-yearly financial reports (DTR 4.2) do not apply to a credit institution whose shares are not admitted to trading and which has, in a continuous or repeated manner, only issued debt securities provided that:(1) the total nominal amount of all such debt securities remains below 100,000,000 Euros; and(2) the credit institution has not published a prospectus in accordance with the prospectus directive.[Note: article 8(2) of the TD]
(1) For the certificates to be listed, the securities which the certificates represent must be freely transferable. [Note: Articles 46, 54 and 60 CARD](2) For the certificates to be listed, the securities which the certificates represent 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
(1) If an application is made for the admission of a class of certificates representing shares of an overseas company, a sufficient number of certificates must, no later than the time of admission, be distributed to the public in one or more EEA States.(2) For the purposes of paragraph (1), account may also be taken of holders in one or more states that are not EEA States, if the certificates are listed in the state or states.(3) For the purposes of paragraph (1), a sufficient
(1) This rule applies whenever the instrument of incorporation of an ICVC provides, in relation to any class, for smaller denomination shares and larger denomination shares.(2) Whenever a registered holding includes a number of smaller denomination shares that can be consolidated into a larger denomination share of the same class, the ACD must consolidate the relevant number of those smaller denomination shares into a larger denomination share.(3) The ACD may, to effect a transaction
Regulation 45 of the OEIC Regulations (Shares) allows the rights attached to a share in an ICVC of any class to be expressed in two denominations, in which case the 'smaller' denomination must be such proportion of the 'larger' denomination (a standard share) as is fixed by the ICVC's instrument of incorporation as described in COLL 3.2.6R (19). This will enable holdings to consist of more or less than a complete number of larger denomination shares.
The circumstances in which a CBTL firm which does not have a Part 4A permission should notify the FCA include but are not limited to when:(1) it ceases to carry on CBTL business and does not propose to resume carrying on CBTL business in the immediate future; this does not include circumstances where the CBTL firm temporarily withdraws its products from the market or is preparing to launch fresh products; or(2) it changes its registered office or place of residence as the case
(1) 3The following arrangements will meet the definition of break fee arrangements in LR 10.2.6A R (although this list is not intended to be exhaustive): ‘no shop’ and ‘go shop’ type provisions, which require payment of a sum to a party in the event the seller finds an alternative purchaser; a requirement to pay another party’s wasted costs in the event a transaction fails; non refundable deposits.(2) In contrast, payments in the nature of damages (whether liquidated or unliquidated)
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
Securities falling within the same article in Part III of the Regulated Activities Order which may be given the same generic description (for example, shares admitted to the UKofficial list) will normally be regarded as being of the same type. Options in relation to the same type of security will normally be regarded as being options of the same type.
The FCA3does not need to be notified of proposals to offer (or to withdraw offers of) safeguarding and administration services for individual assets of the same type. Specified investments (other than securities) falling within the same article in Part III of the Regulated Activities Order will normally be regarded as being of the same type. Securities falling within the same article in Part III of the Regulated Activities Order which may be given the same generic description
3The Premium Listing Principles are as follows:
Premium Listing Principle 1 |
A listed company must take reasonable steps to enable its directors to understand their responsibilities and obligations as directors. |
Premium Listing Principle 2 |
A listed company must act with integrity towards the holders and potential holders of its premium listedshares. |
Premium Listing Principle 3 |
All equity shares in a class that has been admitted to premium listing must carry an equal number of votes on any shareholder vote. |
Premium Listing Principle 4 |
Where a listed company has more than one class of equity sharesadmitted to premium listing, the aggregate voting rights of the shares in each class should be broadly proportionate to the relative interests of those classes in the equity of the listed company. |
Premium Listing Principle 5 |
A listed company must ensure that it treats all holders of the same class of its listedequity shares that are in the same position equally in respect of the rights attaching to those listedequity shares. |
Premium Listing Principle 6 |
A listed company must communicate information to holders and potential holders of its listedequity shares in such a way as to avoid the creation of a false market in those listedequity shares. |
3In assessing whether the voting rights attaching to different classes of
premium listedshares are proportionate for the purposes of Premium Listing Principle 4, the FCA will have regard to the following non-exhaustive list of factors:(1) the extent to which the rights of the classes differ other than their voting rights, for example with regard to dividend rights or entitlement to any surplus capital on winding up;(2) the extent of dispersion and relative liquidity of the classes;
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
A listed company must not circulate or publish any of the following types of circular unless it has been approved by the5FCA:55(1) a class 1 circular; or5(2) a related party circular; or5(3) a circular that proposes the purchase by a listed company of its own shares which is required by LR 13.7.1R (2) to include a working capital statement; or5[Note: LR 12.4.10 G](4) a circular that proposes a reconstruction or a refinancing of a listed company which is required by LR 9.5.12