UKLR 10.2 Approval of circulars

A listed company must not circulate or publish any of the following types of circular unless it has been approved by the FCA:

1. (1)

   a reverse takeover circular;

2. (2)

   a circular which proposes a cancellation of listing which is required to be sent to shareholders under UKLR 21.2.8R(1); or

3. (3)

   a circular that proposes a transfer of listing which is required to be sent to shareholders under UKLR 21.5.6R.

The following documents (to the extent applicable) must be lodged with the FCA in final form before it will approve a circular:

1. (1)

   a Sponsors Declaration for the Production of a Circular completed by the sponsor;

2. (2)

   for a reverse takeover circular, a letter setting out any items of information required by this chapter that are not applicable in that particular case; and

3. (3)

   any other document that the FCA has sought in advance from the listed company or its sponsor.

A copy of the following documents in draft form must be submitted at least 10 clear business days before the date on which the listed company intends to publish the circular:

1. (1)

   the circular; and

2. (2)

   the letters and documents referred to in UKLR 10.2.2R(1) and (2).

If a circular submitted for approval is amended, a copy of amended drafts must be resubmitted, marked to show changes made to conform with FCA comments and to indicate other changes.

The FCA will only approve a circular between 9am and 5.30pm on a business day (unless alternative arrangements are made in advance).

[Note: UKLR 6.4.1R requires a company to forward to the FCA a copy of all circulars issued (whether or not they require approval) for publication, by uploading it to the national storage mechanism.]

A listed company must send a circular to holders of its listed equity shares as soon as practicable after it has been approved.