Related provisions for LR 13.5.6
1 - 7 of 7 items.
Financial information, as set out in this section, must be included by a listed company in a class 1 circular if:(1) the listed company is seeking to acquire an interest in a target which will result in a consolidation of the target's assets and liabilities with those of the listed company; or(2) the listed company is seeking to dispose of an interest in a target which will result in the assets and liabilities which are the subject of the disposal2 no longer being consolidated;
2When a listed company is acquiring an interest in a target that will be accounted for as an investment, or disposing of an interest in a target that has been accounted for as an investment, and the target'ssecurities that are the subject of the transaction are admitted to an investment exchange that enables intra-day price formation, the class 1 circular should include:(1) the amounts of the dividends or other distributions paid in the last three years; and (2) the price per
2When a listed company is acquiring or disposing of an interest in a target that was or will be accounted for using the equity method in the listed company's annual consolidated accounts, the class 1 circular should include:(1) for an acquisition,(a) a narrative explanation of the proposed accounting treatment of the target in the issuer's next audited consolidated accounts; (b) a financial information table for the target; (c) a statement that the target financial information
2A listed company that is entering into a class 1 transaction which falls within LR 13.5.1 R, LR 13.5.3A R or LR 13.5.3B R but cannot comply with LR 13.5.12 R (inclusion of financial information table) or, for an investment, LR 13.5.3AR (2) (inclusion of price per security and the imputed value of the entire holding), must include an appropriate independent valuation of the target in the class 1 circular.
(1) A listed company must present all financial information that is disclosed in a class 1 circular in a form that is consistent with the accounting policies adopted in its own latest annual consolidated accounts.(2) The requirement set out in (1) does not apply when financial information is presented in accordance with:22(a) DTR 4.2.6 R, in relation only to financial information for the listed company presented for periods after the end of its last published annual accounts;
2Where a listed company includes details of estimated synergies or other quantified estimated financial benefits expected to arise from a transaction in a class 1 circular, it must also include in the class 1 circular:(1) the basis for the belief that those synergies or other quantified estimated financial benefits will arise; (2) an analysis and explanation of the constituent elements of the synergies or other quantified estimated financial benefits (including any costs) sufficient
(1) LR 13.5.27R (2) applies where the target is:22(a) admitted to trading on a regulated market; or2(b) a company whose securities are either listed on an investment exchange that is not a regulated market or admitted to a multilateral trading facility, where appropriate standards as regards the production, publication and auditing of financial information are in place;22and none of the financial information included in the target'sfinancial information table is subject to a modified
2Where a listed company proposes to rely on LR 13.5.27R (1)(b), its sponsor must submit to the FCA an assessment of the appropriateness of the standards applicable to an investment exchange or multilateral trading facility against the factors set out in LR 13.5.27AG (1) to (7) and any other matters that it considers should be noted. The assessment must be submitted before or at the time the listed company submits the draft class 1 circular.
2The FCA may modify LR 13.5.30BR (1)(b) and (c) where it is not possible for the listed company to provide a meaningful allocation of its costs in the target's audited consolidated income statements. The class 1 circular should contain a statement to this effect where this modification has been granted. The FCA would not normally expect to grant such modifications except in respect of non-operating costs such as finance costs and tax.
If, prior to the class 1 transaction, a profit forecast or profit estimate was published that:(1) relates to any of the listed company, a significant part of the listed company group, the target or a significant part of the target; and22(2) relates to financial information including the period of the forecast which has yet to be published at the date of the class 1 circular;22the listed company must either:22(3) include that profit forecast or profit estimate in the class 1 circular
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
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
Information may be incorporated in a circular issued by a listed company5 by reference to relevant information contained in:(1) an approved prospectus or listing particulars of that listed company; or55(2) any other published document of that listed company5 that has been filed with the FCA.
4The FCA may authorise the omission of information required by LR 13.3 to LR 13.6, LR 13.8 and LR 13 Annex 1, if it considers that disclosure of that information would be contrary to the public interest or seriously detrimental to the listed company, provided that that omission would not be likely to mislead the public with regard to facts and circumstances, knowledge of which is essential for the assessment of the matter covered by the circular.
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
The following documents (to the extent applicable) must be lodged with the FCA in final form before it will approve a circular:(1) a Sponsors Declaration for the Production of a Circular completed by the sponsor;(2) for a class 1 circular or related party circular, a letter setting out any items of information required by this chapter that are not applicable in that particular case; and4(3) [deleted]4(4) any other document that the FCA has sought in advance from the listed company
(1) If a class 1 circular relates to a takeover offer which is recommended by the offeree's board and the listed company has had access to due diligence information on the offeree at the time the class 1 circular is published, the listed company must prepare and publish the working capital statement on the basis that the acquisition has taken place.(2) If a class 1 circular relates to a takeover offer which has not been recommended by the offeree's board or the listed company
(1) A circular relating to a resolution proposing to give the company authority to purchase its own equity securities must also include:(a) if the authority sought is a general one, a statement of the directors' intentions about using the authority;(b) if known, the method by which the company intends to acquire its equity shares and the number to be acquired in that way;(c) a statement of whether the company intends to cancel the equity shares or hold them in treasury;(d) if
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.