Related provisions for LR 13.1.10

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DTR 5.2.1RRP

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]

DTR 5.2.3GRP
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 FCA 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 financial
LR 10.2.7RRP
(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)
LR 10.2.10RRP
(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
REC 3.6.1RRP
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
REC 3.6.3GRP
A UK recognised body which is incorporated as a company in the United Kingdom will, in many circumstances, be able to comply with REC 3.6.1 R by providing a copy of the notice of special resolution issued to its shareholders.
REC 3.14A.2RRP
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
REC 3.14A.4RRP
Where a UK RIE proposes to operate a new MTF or OTF4 or close an existing MTF or OTF4 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
LR 13.2.1RRP
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
LR 13.2.10RRP
3A listed company must send a circular to holders of its listedequity shares as soon as practicable after it has been approved.
CREDS 3A.2.1GRP
1There is no restriction on the number of members who may jointly hold shares in a credit union.
LR 10.1.2GRP
The purpose of this chapter is to ensure that shareholders of companies with securities5listed:3(1) are notified of certain transactions entered into by the listed company; and(2) have the opportunity to vote on larger proposed transactions.
DTR 5.7.1RRP
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 financial instruments falling within DTR 5.3.1R(1)2; 11(2) the aggregate of all voting rights held as direct or indirect shareholder (disregarding for this purpose holdings of financial instruments); and21(3) the aggregate of all voting rights held as a
LR 6.6.2GRP
1LR 6.6.1R is intended to ensure that the protections afforded to holders of holders of equity shares by the premium listing requirements are meaningful.
LR 12.3.1RRP
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
EG 7.9.1RP
1Where a person who is a shareholder has contravened one or more relevant transparency provisions (as defined in section 89NA(11) of the Act) in respect of shares in a company admitted to trading on a regulated market and the FCA considers the breach to be serious, the FCA may apply to the Court for an order suspending that person’s voting rights as set out in section 89NA of the Act.
LR 5.4A.4RRP
(1) This rule applies to a transfer of the listing of:52(a) equity shares with a premium listing into or out of the category of premium listing (investment company); or5(b) equity shares with a premium listing out of the category of premium listing (commercial company); or5(c) equity shares or certificates representing shares with a premium listing out of the category of premium listing (sovereign controlled commercial company) into the category of standard listing (shares) or
LR 5.4A.7RRP
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 vote of holders of the relevant securities5 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).
LR 13.5.3DGRP
2The FCA may dispense with the requirement for an independent valuation under LR 13.5.3C R if it considers that this would not provide useful information for shareholders, in which case the class 1 circular must include such information as the FCA specifies.
LR 13.5.30BRRP
(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
LR 8.4.3RRP
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 prospectus13;1(2) submit a completed Shareholder Statement or Pricing Statement, as applicable, to the FCA by 9 a.m. on the day the FCA is to consider the application;(3)
LR 8.4.9RRP
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 theFCA did not approve the prospectus or12 or if it is determining whether a document is an equivalent document1;(2) submit a completed Shareholder Statement or Pricing Statement, as applicable,
COLL 6.9.3GRP
(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 or ACS6, the FCA would interpret the concept of directors in common to
COLL 6.9.4GRP
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
REC 2.3.3GRP
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)
REC 3.8.2RRP
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
LR 15.2.13ARRP
1A person referred to in LR 15.2.12AR (1) or (2) who is a director of the applicant must be subject to annual re-election by the applicant's shareholders.
DTR 5.1.2RRP
A10person must notify the issuer of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold 5through his direct or indirect holding of financial instruments10 falling within 2DTR 5.3.1R (1)10 (or a combination of such holdings) if the percentage of those voting rights2:2258(1) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% (or in the case of a non-UK issuer on the basis of thresholds