UKLR 10.1 Preliminary

This chapter applies to a company that has a listing of equity shares in the equity shares (commercial companies) category.

A listed company must ensure that circulars it issues to holders of its listed equity shares comply with the requirements of this chapter.

Subject to UKLR 10.1.5R, information may be incorporated in a circular issued by a listed company by reference to relevant information contained in:

1. (1)

   an approved prospectus or listing particulars of that listed company; or

2. (2)

   any other published document of that listed company that has been filed with the FCA.

Information incorporated by reference must be the latest available to the listed company.

Information required by UKLR 10.3.1R(1) and (2) must not be incorporated in the circular by reference to information contained in another document.

When information is incorporated by reference, a cross-reference list must be provided in the circular to enable security holders to easily identify specific items of information. The cross-reference list must specify where the information can be accessed by security holders.

A request to the FCA to authorise the omission of specific information in a particular case must:

1. (1)

   be made in writing by the listed company;

2. (2)

   identify the specific information concerned and the specific reasons for the omission; and

3. (3)

   state why, in the listed company’s opinion, one or more grounds in UKLR 10.1.7G apply.

A supplementary circular must be sent to holders of listed equity shares no later than 7 days prior to the date of a meeting at which a vote which is expressly required under the listing rules will be taken.