Related provisions for LR 10.5.5
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(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
(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
A circular to shareholders about the approval of an employee'sshare 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
The resolution approving the adoption of an employees' share scheme or long-term incentive scheme may authorise the directors to establish further schemes based on any scheme which has previously been approved by shareholders but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further schemes are treated as counting against any limits on individual or overall participation in
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.
(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
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
Where a series of purchases are made pursuant to a general authority granted by shareholders, which in aggregate amount to 15% or more of the number of equity shares of the relevant class in issue immediately following the shareholders meeting at which the general authority to purchase was granted, a tender offer need only be made in respect of any purchase that takes the aggregate to or above that level. Purchases that have been specifically approved by shareholders are not to
(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 convening a meeting required by LR 12.4.7 R must include (in addition to the information in LR 13 (Contents of circulars)):(1) a statement of the effect on1 the conversion expectations of holders in terms of attributable assets and earnings, on the basis that the company exercises the authority to purchase its equity shares in full at the maximum price allowed (where the price is to be determined by reference to a future market price the calculation must be made on
Subject to 41LR 5.2.7 R, LR 5.2.10 R, LR 5.2.11A R9 and LR 5.2.12 R, 1an issuer with a premium listing4that wishes the FCA to cancel the listing of any of its 5securities11 with a premium listing4must:11114(1) send a circular to the holders of the relevant securities11.9 The circular must:9(a) comply with the requirements of LR 13.3.1 R and LR 13.3.2 R (contents of all circulars);(b) be submitted to the FCA for approval prior to publication; and(c) include the anticipated date
LR 5.2.5 R (2) and (2A)11 will not apply where an issuer of securities11 notifies a RIS:444151(1) that the financial position of the issuer or its group is so precarious that, but for the proposal referred to in LR 5.2.7 R (2), there is no reasonable prospect that the issuer will avoid going into formal insolvency proceedings;(2) that there is a proposal for a transaction, arrangement or other form of reconstruction of the issuer or its group which is necessary to ensure the
LR 5.2.5 Rdoes4 not apply to the cancellation of securities11 with a premium listing5 in the case of a takeover offer if9:145594(1) the offeror or any controlling shareholder who is an offeror is interested in 50% or less of the voting rights of an issuer before announcing its firm intention to make its takeover offer;99(2) the offeror has by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the
9LR 5.2.5 R does not apply to the cancellation of securities11 with a premium listing in the case of a takeover offer if:(1) the offeror or any controlling shareholder who is an offeror is interested in more than 50% of the voting rights of an issuer before announcing its firm intention to make its takeover offer;(2) the offeror has by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the voting
9For the purposes of LR 5.2.11A R (4), the offer document or circular must make clear that the notice period begins only when the offeror has announced that it has acquired or agreed to acquire shares representing 75% of the voting rights and, if relevant, has obtained acceptances of its takeover offer or acquired or agreed to acquire shares from independent shareholders that represent a majority of the voting rights held by the independent shareholders.
(1) An issuer of shares must ensure equal treatment for all holders of shares who are in the same position. [Note: article 17(1) of the TD](2) An issuer of debt securities must ensure that all holders of debt securities ranking pari passu are given equal treatment in respect of all the rights attaching to those debt securities. [Note: article 18(1) of the TD]
An issuer of shares or debt securities must ensure that all the facilities and information necessary to enable holders of shares or debt securities to exercise their rights are available in the Home State and that the integrity of data is preserved. [Note: articles 17(2) and 18(2) of the TD]
(1) Shareholders and debt securities holders must not be prevented from exercising their rights by proxy, subject to the law of the country in which the issuer is incorporated. [Note: articles 17(2) and 18(2) of the TD](2) An issuer of shares or debt securities must make available a proxy form, on paper or, where applicable, by electronic means to each person entitled to vote at a meeting of shareholders or a meeting of debt securities holders. [Note: articles 17(2)(b) and 18(2)(b)
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
A listed company must ensure that for a rights issue the following are notified to a RIS as soon as possible:(1) the issue price and principal terms of the issue; and(2) the results of the issue and, if any rights not taken up are sold, details of the sale, including the date and price per share.
(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
A company2 must ensure that any temporary document of title (other than one issued in global form) for a share4:24(1) is serially numbered;(2) states where applicable:(a) the name and address of the first holder and names of joint holders (if any);(b) the pro rata entitlement;(c) the last date on which transfers were or will be accepted for registration for participation in the issue;(d) how the shares4 rank for dividend or interest;4(e) the nature of the document of title and
1(1) This rule applies to an overseas company for whom the United Kingdom is a host Member State for the purposes of the Transparency Directive.11(2) An overseas company must appoint a registrar in the United Kingdom if:11(a) there are 200 or more holders resident in the United Kingdom; or1(b) 10% of more of the shares4 are held by persons resident in the United Kingdom.14
It may be necessary for both the relevant shareholder and proxy holder to make a notification. For example, if a direct holder of shares has a notifiable holding of voting rights and gives a proxy in respect of those rights (such that the recipient has discretion as to how the votes are cast) then for the purposes of DTR 5.1.2 R this is a disposal of such rights giving rise to a notification obligation. The proxy holder may also have such an obligation by virtue of his holding
(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
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
(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
(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
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
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
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 prospectus12;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)
(1) Unless authorised by its shareholders1, a closed-ended investment fund may not issue further shares of the same class as existing shares (including issues of treasury shares) for cash at a price below the net asset value per share of those shares unless they are first offered pro rata to existing holders of shares of that class.1(2) When calculating the net asset value per share, treasury shares held by the closed-ended investment fund should not be taken into account.