Related provisions for LR 10.5.2
1 - 20 of 29 items.
13Where a listed company has a controlling shareholder, it must have in place at all times:(1) a written and legally binding agreement which is intended to ensure that the controlling shareholder complies with the undertakings in LR 6.5.4R; and
(2) a constitution that allows the election and re-election of independent directors to be conducted in accordance with LR 9.2.2ER and LR 9.2.2FR (election provisions).
9In order to comply with LR 9.2.2ADR(1)13, where a listed company will have more than one controlling shareholder, the listed company will not be required to enter into a separate agreement with each controlling shareholder if: (1) the listed company reasonably considers, in light of its understanding of the relationship between the relevant controlling shareholders, that a controlling shareholder can procure the compliance of another controlling shareholder and that controlling
9Where as a result of changes in ownership or control of a listed company, a person becomes a controlling shareholder of the listed company, the listed company will be allowed:(1) a period of not more than 6 months from the event that resulted in that person becoming a controlling shareholder to comply with LR 9.2.2ADR(1)13; and (2) in the case of a listed company which did not previously have a controlling shareholder, until the date of the next annual general meeting of the
9Where LR 9.2.2E R applies, if the election or re-election of an independent director is not approved by both the shareholders and the independent shareholders of the listed company, but the listed company wishes to propose that person for election or re-election as an independent director, the listed company must propose a further resolution to elect or re-elect the proposed independent director which: (1) must not be voted on within a period of 90 days from the date of the original
9Where the provisions of LR 5.2, LR 5.4A, LR 9.4, LR 9.5, LR 10, LR 11, LR 12 or LR 15 require a shareholder vote to be taken, that vote must be decided by a resolution of the holders of the listed company'sshares that have been admitted to premium listing. Where the provisions of LR 5.2.5 R (2), LR 5.4A.4 R (3)(b)(ii), LR 5.4A.4R(3)(c)(ii)14 or LR 9.2.2E R require that the resolution must in addition be approved by the independent shareholders, only independent shareholders
9A listed company must notify the FCA without delay if: (1) it no longer complies with LR 9.2.2G R; (2) it becomes aware that an undertaking in LR 6.5.4R or LR 9.2.2ADR(1)13 has not been complied with by the controlling shareholder or any of its associates; or(3) it becomes aware that a procurement obligation (as set out in LR 6.5.5R(2)(a)13 or LR 9.2.2BR (2)(a)) contained in an agreement entered into under LR 6.5.4R or LR 9.2.2ADR(1)13 has not been complied with by a controlling
If existing shareholders6do not take up their rights to subscribe in a rights issue:6(1) the listed company must ensure that the equity securities6to which the offer relates are offered for subscription or purchase on terms that any premium obtained over the subscription or purchase price (net of expenses) is to be for the account of the holders, except that if the proceeds for an existing holder do not exceed 5.00, the proceeds may be retained for the company's benefit; and(2)
A listed company must ensure that in relation to communicating information on an open offer:(1) if the offer is subject to shareholder approval in general meeting the announcement must state that this is the case; and(2) the circular dealing with the offer must not contain any statement that might be taken to imply that the offer gives the same entitlements as a rights issue unless it is an offer with a compensatory element.7
7If existing shareholders do not take up their rights to subscribe in an open offer with a compensatory element:(1) the listed company must ensure that the equity securities to which the offer relates are offered for subscription or purchase on terms that any premium obtained over the subscription or purchase price (net of expenses) is to be for the account of the holders, except that if the proceeds for an existing holder do not exceed £5, the proceeds may be retained for the
(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 for an open offer or offer for subscription of equity shares8 or at the time of agreeing the placing for
(1) If a listed company produces a circular containing proposals to be put to shareholders in a general meeting 2relating to a reconstruction or a re-financing, the circular must be produced in accordance with LR 13.3 and must include a working capital statement.(2) The requirement for a working capital statement set out in paragraph (1) does not apply to a closed-ended investment fund.11(3) The working capital statement required by paragraph (1) must be prepared in accordance
If, for an issue of equity securities6 (other than an issue in lieu of dividend), a shareholders entitlement includes a fraction of a security, a listed company must ensure that the fraction is sold for the benefit of the holder except that if its value (net of expenses) does not exceed 5.00 it may be sold for the company's benefit. Sales of fractions may be made before listing is granted.
In LR, a "related party" means:(1) a person who is (or was within the 12 months before the date of the transaction or arrangement) a substantial shareholder; or(2) a person who is (or was within the 12 months before the date of the transaction or arrangement) a director or shadow director of the listed company or of any other company which is (and, if he has ceased to be such, was while he was a director or shadow director of such other company) its subsidiary undertaking or parent
If a listed company enters into a related party transaction, the listed company must:(1) make a notification in accordance with LR 10.4.1 R (Notification of class 2 transactions) that contains the details required by that rule and also:(a) the name of the related party; and(b) details of the nature and extent of the related party's interest in the transaction or arrangement;(2) send a circular to its shareholders containing the information required by LR 13.3 and LR 13.6;(3) obtain
If a meeting of the listed company has been called to approve a transaction or arrangement and, after the date of the notice of meeting but before the meeting itself, a party to that transaction or arrangement has become a related party, then to comply with LR 11.1.7 R the listed company should:(1) ensure that the related party concerned does not vote on the relevant resolution and that the related party takes all reasonable steps to ensure that its associates do not vote on the
(1) This rule applies to a related party transaction if each of the percentage ratios is less than 5%, but one or more of the percentage ratios exceeds 0.25%.(2) Where this rule applies, LR 11.1.7 R does not apply but instead the listed company must:8(a) [deleted]88(b) before entering into the transaction or arrangement, obtain8 written confirmation from a sponsor7 that the terms of the proposed transaction or arrangement with the related party are fair and reasonable as far as
(1) If a listed company enters into transactions or arrangements with the same related party (and any of its associates) in any 12 month period and the transactions or arrangements have not been approved by shareholders the transactions or arrangements, including transactions or arrangements falling under LR 11.1.10 R, or small related party transactions under LR 11 Annex 1.1R (1), 6 must be aggregated.(2) If any percentage ratio is 5% or more for the aggregated transactions or
Unless a tender
offer is made to all holders of the class,
purchases by a listed company of
less than 15% of any class of
its equity shares (excluding treasury shares) pursuant to a general authority
granted by shareholders, may only be made if the price to be paid is not more
than the higher of:(1) 5% above the average market value
of the company'sequityshares for
the 5 business days prior to
the day the purchase is made; and(2) that stipulated by article 5(6) of the Market Abuse
(1) Any decision by the board to submit
to shareholders a proposal for the listed
company to be authorised to purchase its own equity
shares must be notified to a RIS as
soon as possible.(2) A notification required by paragraph
(1) must set out whether the proposal relates to:(a) specific purchases and if so, the
names of the persons from whom
the purchases are to be made; or(b) a general authorisation to make
purchases.(3) The requirement set out in paragraph
(1) does not apply
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
8Where a listed company has a controlling shareholder, a circular to shareholders relating to the election or re-election of an independent director must include:(1) details of any existing or previous relationship, transaction or arrangement the proposed independent director has or had with the listed company, its directors, any controlling shareholder or any associate of a controlling shareholder or a confirmation that there have been no such relationships, transactions or
(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) A listed company in severe financial difficulty may find itself with no alternative but to dispose of a substantial part of its business within a short time frame to meet its ongoing working capital requirements or to reduce its liabilities. Due to time constraints it may not be able to prepare a circular and convene an extraordinary general meeting to obtain prior shareholder approval.(2) The FCA may modify the requirements in LR 10.5 to prepare a circular and to obtain shareholder
The following documents should be provided in writing to the FCA:(1) confirmation from the listed company that:(a) negotiation does not allow time for shareholder approval;(b) all alternative methods of financing have been exhausted and the only option remaining is to dispose of a substantial part of their business;(c) by taking the decision to dispose of part of the business to raise cash, the directors are acting in the best interests of the company and shareholders as a whole
An announcement should be notified to a RIS no later than the date the terms of the disposal are agreed and should contain:(1) all relevant information required to be notified under LR 10.4.1 R;(2) the name of the acquirer and the expected date of completion of the disposal;(3) full disclosure about the continuing groups prospects for at least the current financial year;(4) a statement that the directors believe that the disposal is in the best interests of the company and shareholders
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) [deleted]1313(4) details of any long-term incentive schemes as required
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 article 19 of the Market Abuse Regulation16) 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
Any strategic report with supplementary information provided to shareholders12 by a listed company as permitted under section 426 of 12the Companies Act 20066, must disclose:123346(1) earnings per share; and(2) the information required for a strategic report 12 set out in or under6 the Companies Act 20066 and the supplementary material required under section 426A of the Companies Act 200612.123346
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
A listed company must, in relation to a class 1 transaction:(1) comply with the requirements of LR 10.4 (Class 2 requirements) for the transaction;(2) send an explanatory circular to its shareholders and obtain their prior approval in a general meeting for the transaction; and(3) ensure that any agreement effecting the transaction is conditional on that approval being obtained.Note: LR 13 sets out requirements for the content and approval of class 1 circulars.
(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
(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
(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)
Where a listedcompany has taken a power in its constitution to impose sanctions on a shareholder who is in default in complying with a notice served under section 7932 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)2:22(1) sanctions may not take effect earlier than 14 days after service of the notice;(2) for a shareholding of less than 0.25% of the shares of a particular class (calculated exclusive of treasury shares), the only
LR 9.3.11 R does not apply to:8(1) a listed company incorporated in the United Kingdom if a 8disapplication of statutory pre-emption rights has been authorised by shareholders in accordance with section 57053(Disapplication of pre-emption rights: directors acting under general authorisation) or section 571 (Disapplication of pre-emption rights by special resolution) of the Companies Act 2006 and the issue of equity securities78 or sale of treasury shares that are equity 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
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 listedsecurities5. |
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. In respect of certificates representing shares that have been admitted to premium listing, all the equity shares of the class which the certificates represent must carry an equal number of votes on any shareholder vote.5 |
Premium Listing Principle 4 |
Where a listed company has more than one class of securities admitted5 to premium listing, the aggregate voting rights of the securities5 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 premium listedsecurities and its5listedequity shares that are in the same position equally in respect of the rights attaching to those premium listedsecurities and5listedequity shares. |
Premium Listing Principle 6 |
A listed company must communicate information to holders and potential holders of its premium listedsecurities and its5listedequity shares in such a way as to avoid the creation of a false market in those premium listedsecurities and5listedequity shares. |
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