UKLR 6.2 Requirements with continuing application

A listed company must inform the FCA in writing as soon as possible if it has:

1. (1) [deleted]

2. (2)

    requested a RIE to cancel or suspend trading of any of its listed equity shares; or

3. (3)

    been informed by a RIE that trading of any of its listed equity shares will be cancelled or suspended.

A listed company with a controlling shareholder must be able to carry on the business it carries on as its main activity independently from such controlling shareholder at all times.

Where a listed company has a controlling shareholder, it must have in place at all times a constitution that allows the election and re-election of independent directors to be conducted in accordance with UKLR 6.2.8R and UKLR 6.2.9R.

1. (1)

   This rule applies where a person becomes a controlling shareholder of a listed company which did not previously have a controlling shareholder, as a result of changes in ownership or control of the listed company.

2. (2)

   Where this rule applies, the listed company has until the date of the next annual general meeting of the listed company, other than an annual general meeting for which notice:

   1. (a)

      has already been given; or

   2. (b)

      is given within a period of 3 months from the event that resulted in that person becoming a controlling shareholder,

   to comply with UKLR 6.2.5R.

Where UKLR 6.2.5R applies, the election or re-election of any independent director by shareholders must be approved by:

1. (1)

   the shareholders of the listed company; and

2. (2)

   the independent shareholders of the listed company.

Where UKLR 6.2.8R applies, if the election or re-election of an independent director is not approved by both the shareholders and the independent shareholders of the listed company, but the listed company wishes to propose that person for election or re-election as an independent director, the listed company must propose a further resolution to elect or re-elect the proposed independent director which:

1. (1)

   must not be voted on within a period of 90 days from the date of the original vote;

2. (2)

   must be voted on within a period of 30 days from the end of the period set out in (1); and

3. (3)

   must be approved by the shareholders of the listed company.

Where:

1. (1)

   a listed company has a controlling shareholder; and

2. (2)

   the controlling shareholder or any of its associates proposes or procures the proposal of a shareholder resolution which a director considers is intended or appears to be intended to circumvent the proper application of the listing rules,

the circular accompanying the notice of meeting which contains the relevant shareholder resolution must set out a statement by the board of the director’s opinion in respect of the resolution.

A listed company that is not already required to comply with the obligations referred to under article 17 of the Market Abuse Regulation must comply with those obligations as if it were an issuer for the purposes of the disclosure requirements and transparency rules subject to article 22 of the Market Abuse Regulation.

A listed company that is not already required to comply with the transparency rules must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules.

Unless exempted in UKLR 6.2.18R, a listed company must:

1. (1)

   forward to the FCA for publication a copy of one or more of the following:

   1. (a)

      the approved prospectus or listing particulars for its listed equity shares;

   2. (b)

      the relevant agreement or document setting out the terms and conditions on which its listed equity shares were issued; or

   3. (c)

      a document describing:

      1. (i)

         the rights attached to its listed equity shares;

      2. (ii)

         limitations on such rights; and

      3. (iii)

         the procedure for the exercise of such rights,

      produced in accordance with the relevant Annex in PRM App 2 that would have applied had the listed company been required to produce a prospectus for those listed equity shares; and

2. (2)

   if the information in relation to the rights attached to its listed equity shares set out in the document previously forwarded in accordance with (1) is no longer accurate, forward to the FCA for publication a copy of either of the following:

   1. (a)

      a new document in accordance with (1); or

   2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the listed company’s listed equity shares.

The documents in UKLR 6.2.15R must be forwarded to the FCA for publication by uploading them to the national storage mechanism.

A listed company is exempt from UKLR 6.2.15R where:

1. (1)

   it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 6.2.15R(1);

2. (2)

   if the information in relation to the rights attached to its listed equity shares set out in the document previously forwarded or filed in accordance with (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following:

   1. (a)

      one of the documents specified in UKLR 6.2.15R(1); or

   2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the listed company’s listed equity shares; and

3. (3)

   the documents in (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by:

   1. (a)

      forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility; or

   2. (b)

      uploading them to the national storage mechanism.

A listed company must ensure that the FCA is provided with up-to-date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FCA in relation to the company’s compliance with the listing rules, the disclosure requirements and the transparency rules.

A listed company must comply with UKLR 5.5.1R to UKLR 5.5.3R at all times in respect of its listed equity shares.

1. (1)

   This rule applies to a listed company that has published:

   1. (a)

      any unaudited financial information in a reverse takeover circular or a prospectus; or

   2. (b)

      any profit forecast or profit estimate.

2. (2)

   The first time a listed company publishes financial information as required by DTR 4.1 after the publication of the unaudited financial information, profit forecast or profit estimate, it must:

   1. (a)

      reproduce that financial information, profit forecast or profit estimate in its next annual report and accounts;

   2. (b)

      produce and disclose in the annual report and accounts the actual figures for the same period covered by the information reproduced under paragraph (2)(a); and

   3. (c)

      provide an explanation of the difference, if there is a difference of 10% or more between the figures required by paragraph (2)(b) and those reproduced under paragraph (2)(a).

An issuer must at all times ensure that the discretion of its board to make strategic decisions on behalf of the company has not been limited or transferred to a person outside the issuer’s group, and that the board has the capability to act on key strategic matters in the absence of a recommendation from a person outside the issuer’s group.

A listed company must at all times maintain constitutional arrangements that comply with UKLR 5.4.2R.

1. (1)

   Where the provisions of UKLR 9, UKLR 21.2 or UKLR 21.5 require a shareholder vote to be taken, that vote must be decided by a resolution of the holders of the listed company’s equity shares that have been admitted to the equity shares (commercial companies) category.

2. (2)

   Where the provisions of UKLR 6.2.8R, UKLR 21.2.8R or UKLR 21.5.6R(3)(b)(ii) require that the resolution must in addition be approved by independent shareholders, only independent shareholders who hold the listed company’s equity shares that have been admitted to the equity shares (commercial companies) category can vote.

Where a listed company has more than one class of equity shares admitted to the equity shares (commercial companies) category, the aggregate voting rights of the equity shares in each class should be broadly proportionate to the relative interests of those classes in the equity of the listed company.

For so long as a listed company has specified weighted voting rights shares in issue, the listed company must at all times maintain constitutional arrangements that comply with UKLR 5.4.5R.

1. (1)

   Where:

   1. (a)

      a listed company is a sovereign controlled commercial company and:

      1. (i)

         has a sovereign controlling shareholder which was a controlling shareholder on the first occasion on which the company made an application for the admission of equity shares to the equity shares (commercial companies) category;

      2. (ii)

         has made a notification in accordance with UKLR 6.4.18R and UKLR 6.4.19R; or

      3. (iii)

         made an announcement in accordance with UKLR 21.5.7R(2) and UKLR 21.5.10R when it transferred the listing of its equity shares to the equity shares (commercial companies) category; and

   2. (b)

      the sovereign controlling shareholder is either:

      1. (i)

         recognised by the government of the UK as a State; or

      2. (ii)

         the UK,

      references to controlling shareholder must be read as excluding a sovereign controlling shareholder in, or for the purposes of, the provisions set out in (2).

2. (2)

   The provisions referred to in (1) are:

   1. (a)

      UKLR 6.2.3R; and

   2. (b)

      UKLR 6.2.4G.

A listed company must notify the FCA without delay if it does not comply with any continuing obligation set out in UKLR 6.2.3R, UKLR 6.2.5R, UKLR 6.2.8R, UKLR 6.2.9R, UKLR 6.2.22R, UKLR 6.2.26R, UKLR 6.2.27R, UKLR 6.2.29R or UKLR 6.2.31R.

A listed company must notify the FCA without delay if its annual financial report contains a statement of the kind specified under UKLR 6.6.2R.