• MKT 2.7 MKT 2.7 Continuing obligations

    • Guidance

      A Listed Entity should consider its obligations under other chapters of this module, in addition to the requirements in these Rules.

    • Information and facilities for Shareholders

      • MKT 2.7.1

        (1) The Board of a Listed Entity must ensure that all the necessary information and facilities are available to its Shareholders to enable them to exercise the rights attaching to their Securities on a well-informed basis.
        (2) Without limiting the generality of the obligation in (1), the Board of a Listed Entity must ensure that the Shareholders:
        (a) are provided with the necessary information relating to the matters to be determined at meetings to enable them to exercise their voting rights, including the proxy forms and notice of meetings; and
        (b) have access to any relevant notices or circulars giving information in relation to the rights attaching to the Securities.

    • Shares in public hands

      • MKT 2.7.2 MKT 2.7.2

        (1) A Listed Entity must ensure that a sufficient number of its Shares are distributed to the public at all times.
        (2) A Listed Entity which no longer complies with (1) must notify the Regulator as soon as possible after it first becomes aware of its non-compliance.

        • Guidance

          Rules 2.3.10(2) and (3) describe the circumstances which a firm must meet for a sufficient number of its Shares to be distributed to the public.

    • Admission to trading

      • Guidance

        Pursuant to section 52(7) of the FSMR, to be admitted to the List a Listed Entity's Securities must be admitted to trading on a Recognised Investment Exchange.

      • MKT 2.7.3

        A Listed Entity must inform the Regulator in writing as soon as possible if it has:

        (1) requested a Regulated Exchange to admit new Securities of the same class to trading;
        (2) requested the re-admittance any of its Listed Securities to trading following a trading suspension;
        (3) requested a Regulated Exchange to delist or suspend trading of any of its Listed Securities; or
        (4) been informed by a Regulated Exchange that trading of any of its Listed Securities will be delisted or suspended from trading.

    • Purchase of own Shares

      • Guidance

        The Rules in this section may operate as a safe harbour from the Market Abuse provisions in section 92 of the FSMR and are in addition to Rule 9.3.4.

      • MKT 2.7.4 MKT 2.7.4

        (1) A Listed Entity must not purchase its own Shares without the prior written approval of the Regulator.
        (2) The Regulator may make its approval of a proposal by a Listed Entity to purchase its own Shares subject to conditions or restrictions.
        (3) A Listed Entity which proposes to purchase more than 15% of any class of its Shares must do so only by way of a tender Offer to all Shareholders of that class.
        (4) The procedures in the FSMR apply to a decision of the Regulator under (1) not to approve a purchase of Shares and under (2) to approve a proposal subject to conditions or restrictions.

        • Guidance

          1. A Listed Entity should provide the Regulator with at least 14 days in which to review a proposal for the purchase of its own Shares. The more complex a proposal, the more time that will be required by the Regulator to review and approve the proposal.
          2. A Listed Entity which proposes to purchase up to 15% of any class of its Shares may do so from specific investors or by way of a Share repurchase programme.
          3. Conditions and restrictions which the Regulator may impose on a Listed Entity which proposes to purchase its own Shares include:
          a. publication of the details of a Share repurchase programme including, where the dates and quantities of Shares to be purchased during the relevant period are fixed, disclosure of such dates and quantities;
          b. restrictions on the number of Shares which may be purchased in any given period;
          c. in the case of a tender Offer, limiting the top of the price range to be offered to sellers to a volume-weighted average price for a period preceding the commencement of the Share repurchase programme;
          d. in the case of a tender Offer, restricting any Director or his Associate from undertaking any Share transactions during the course of the Share repurchase programme; and
          e. unless a fixed schedule of Share Buy-backs Programmes has been published, restricting Share repurchases during any period when the Listed Entity has unpublished Inside Information.

      • MKT 2.7.5

        (1) The decision by the Board of a Listed Entity to obtain prior approval from its Shareholders for the Listed Entity to purchase its own Securities must be announced to the market as soon as possible after such decision is made.
        (2) The announcement in (1) must set out whether the proposal relates to:
        (a) specific purchases and if so, names of the Persons from whom the purchases are to be made; or
        (b) a general authorisation to make the purchases.
        (3) A Listed Entity must notify the market as soon as possible of the outcome of the Shareholders' meeting to decide the proposal in (1).

      • MKT 2.7.6

        (1) Any purchase of a Listed Entity's own Shares by or on behalf of the Listed Entity or any other member of its Group must be disclosed to the market as soon as possible.
        (2) The disclosure in (1) must include:
        (a) the date of purchase;
        (b) the number of Shares purchased;
        (c) where relevant, the highest and lowest purchase prices paid;
        (d) the number of Shares purchased for cancellation and the number of Shares purchased to be held as Treasury Shares; and
        (e) where the Shares were purchased to be held as Treasury Shares, a statement of:
        (i) the total number of Treasury Shares of each class held by the Listed Entity following the purchase and non-cancellation of such Shares; and
        (ii) the number of Shares of each class that the Listed Entity has outstanding less the total number of Treasury Shares of each class held by the Listed Entity following the purchase and non-cancellation of such Shares.
        (3) In (2), "Treasury Shares" means Shares which are:
        (a) admitted to the Official List of Securities;
        (b) held by the same Company which issued the Shares; and
        (c) purchased by the Company in (b) using its distributable profits.

    • Other on-going requirements

      • MKT 2.7.7 MKT 2.7.7

        A Listed Entity must ensure that at all times:

        (1) its business remains suitable for listing;
        (2) subject to Rule 2.3.6(2), it can operate its business independently of a controlling Shareholder and any Associate; and
        (3) it has adequate systems and controls to eliminate or manage material conflicts of interest in its business on an on-going basis.

        • Guidance

          1. Rule 2.3.4 describes the suitability criteria which the Regulator will consider when assessing whether a Listed Entity's business is suitable for listing.
          2. Rule 2.3.6(3) defines a controlling Shareholder for the purposes of the Listing Rules.

    • Security specific disclosures

      • MKT 2.7.8 MKT 2.7.8

        A Listed Entity must make the required market disclosures in accordance with APP 3 and Rule A6.1 and comply with the other continuous obligations in accordance with Rule A6.2.

        • Guidance

          There are additional disclosure requirements applicable to Islamic Securities specified in the IFR module.