• 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Buy-backs Programmes has been published, restricting Share repurchases during any period when the Listed Entity has unpublished Inside Information.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.