The Listing Rules Copies may be obtained from: The Financial Services Authority 25 The North Colonnade London E14 5HS Telephone: 0845 608 2372 © Financial Services Authority. 2002 All rights reserved. Registered as a limited company in England and Wales No 1920623 CONTENTS Definitions Chapters 1 Compliance with and enforcement of the listing rules 2 Sponsors 3 Conditions for listing 4 Methods of bringing securities to listing 5 Listing particulars 6 Contents of listing particulars 7 Listing application procedures 8 Publication and circulation of listing particulars 9 Continuing obligations 10 Transactions 11 Transactions with related parties 12 Financial information 13 Documents not requiring prior approval 14 Circulars 15 Purchase of own securities 16 Directors 17 Overseas companies 18 Property companies 19 Mineral companies 20 Scientific research based companies 21 Investment entities 22 Public sector issuers 23 Specialist securities (including eurobonds) 24 Securitised Derivatives 25 Innovative high growth companies 26 Venture capital trusts 27 Strategic Investment Companies Rules for approval of prospectuses where no application for listing is made Schedules 1 Schedule deleted - December 2001 1A Sponsor’s confirmation of independence 2 Shareholder statement 2A Pricing statement 3A Application for admission of securities to listing - shares and debt securities 3B Application for admission of securities to listing - specialist and miscellaneous securities 4A Declaration by sponsor 4B Schedule deleted - December 2001 5 Block listing six monthly return 6 Declaration by issuer 7 Deleted – June 1999 8 Specimen preamble for valuation report 9 Certificate from public sector issuer 10 Notification of major interests in shares 11 Notification of interests of directors and connected persons 12 Regulatory Information Services The Combined Code Index April 2002 Introduction INTRODUCTION Introduction deleted - December 2001. See UKLA Guidance Manual April 2002 Definitions DEFINITIONS In relation to an issuer which is not a company, unless the context otherwise requires, references in these listing rules to a company, and expressions appropriate to a company, shall be construed as references to the issuer or to the corresponding persons, officers, places, documents or organs, as the case may be, appropriate to the issuer. References to times shall mean those times in London. The following terms have the following meanings when used in these listing rules unless the context otherwise requires: Term Meaning the Act Financial Services and Markets Act 2000 admission or admission to listing admission to the Official List of the UK Listing Authority and “admitted” shall be construed accordingly (see paragraph 7.1 as to when admission becomes effective) admission to official listing on a stock exchange admission to listing together with admission to trading, and “officially listed on a stock exchange” shall be construed accordingly admission to trading admission to trading on an RIE’s market for listed securities and “admitted to trading” shall be construed accordingly` AIM the Alternative Investment Market of the London Stock Exchange AIM company a company any of whose securities have been admitted to trading on AIM applicant an issuer which is proposing to apply, or is applying, for admission of any of its securities associated undertaking as in paragraph 20 of schedule 4A to the Companies Act 1985 authorised adviser an adviser to an issuer who is authorised for the purposes of the Act (see section 31) business day any day which is not a Saturday, Sunday, Christmas Day, Good Friday or a bank holiday in England under the Banking and Financial Dealings Act 1971 certificate representing shares an instrument which confers a contractual right (other than an option) to acquire shares otherwise than by subscription child includes step child and illegitimate child but does not include any person who has attained the age of 18 circular any document issued to holders of listed securities including notices of meetings but excluding listing particulars, annual reports and accounts, interim reports, proxy cards and dividend or interest vouchers April 2002 Definitions City Code the City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers class securities the rights attaching to which are or will be identical and which form a single issue or series clear business days in relation to the submission of draft documents, means that period of business days excluding the day when the draft document is submitted and the intended date of publication of the document Combined Code the principles of good governance and code of best practice prepared by the Committee on Corporate Governance, chaired by Sir Ronald Hampel, published in June 1998 and appended to, but not forming part of, the listing rules company a body corporate wherever incorporated Companies Acts 1985 and 1989 in relation to a company subject to the law of Northern Ireland, includes reference to the equivalent Northern Ireland provisions connected client in relation to a sponsor or securities house, any client of the sponsor or securities house who is: (a) a partner, director, employee or controller (as defined in section 422 of the Act) of the sponsor or securities house or of an undertaking described in (d) below; (b) the spouse or child of any individual described in (a) above; (c) a person in his capacity as trustee of a private trust (other than a pension scheme or an employees’ share scheme) the beneficiaries of which include any person described in (a) or (b) above; or (d) an undertaking which in relation to the sponsor or securities house is a group undertaking connected person or person connected as in section 346 of the Companies Act 1985 controlling shareholder as defined in paragraph 3.13 convertible securities securities which are convertible into or exchangeable for other securities or securities accompanied by warrants or options to subscribe or purchase other securities, and “conversion” and “convertible” shall be construed accordingly debt securities debentures, debenture or loan stock, bonds and notes, whether secured or unsecured deferred bonus any arrangement pursuant to the terms of which the participant(s) may receive an award of any asset (including cash or any security) in respect of service and/or performance in a period not exceeding the length of the relevant financial year notwithstanding that any April 2002 Definitions such asset may, subject only to the participant(s) remaining a director or employee of the group, be receivable by the participant(s) after the end of the period to which the award relates Directives either or both, as the context shall require, of the Consolidated Admission and Reporting Directive and the Public Offers Directive - Consolidated Admissions and Reporting Directive Directive 2001/34/EC of the European Parliament and (CARD) of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities - Public Offers Directive (POD) Council of the European Communities Directive 89/298/EEC, co-ordinating the requirements for the drawing up, scrutiny and distribution of the prospectus to be published when transferable securities are offered to the public director as in sub-paragraph (a) of the definition of director in section 417(1) of the Act and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties directors’ service contract a service contract with a director of the issuer with a notice or contract period of one year or more or with provisions for predetermining compensation on termination of an amount which equals or exceeds one year’s salary and benefits in kind document includes information recorded in any form and, in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form Document Viewing Facility a place in or near the City of London nominated by the UK Listing Authority and identified on the Website at which the documents referred to in the listing rules as being documents to be made available at the Document Viewing Facility can be inspected by the public electronic communication as in section 15 of the Electronic Communications Act 2000 employees’ share scheme as in section 743 of the Companies Act 1985 equity shares shares comprised in a company’s equity share capital equity share capital in relation to a company, its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution equity securities equity shares and securities convertible into equity shares equivalent offering document the document published or required to be published by certain classes of issuer and in respect of certain types April 2002 Definitions of security in place of listing particulars excluding any document published in terms of paragraph 5.24 or 5.28 exempt listing document the document published or required to be published in terms of paragraph 5.24 or 5.28 in place of listing particulars because the issuer has been exempted from the requirement to produce listing particulars under the Consolidated Admissions and Reporting Directive financial year as in section 223 of the Companies Act 1985 group an issuer and its subsidiary undertakings, if any group undertaking as in section 259(5)