All companies offering bonuses should monitor their shareholder register to ensure timely identification of controlling shareholders (including concert parties). Controlling shareholder companies that have or aspire to a list of bonuses should: 1Facts that may indicate that an applicant does not meet the LR 6.5.1R requirement (even if the agreement is in LR 6.5.4R) includes: New rules have come into effect for premium companies listed with “dominant shareholders”. For the purposes of the listing rules, the “dominant shareholder” essentially refers to any person exercising or controlling 30% or more of the voting rights of a high-end publicly traded company, alone or in conjunction with anyone with whom they “act together”. “Acting in concert” is not defined. The FCA stated that it was unlikely that its conclusion that, in a given situation, it was agreed for listing Rules purposes would be different from that of the acquisition body under the acquisition code. The new rules will take into account a number of other changes in this area. Whistleblower obligation – Premium publicly traded companies are now required to immediately notify the ACF of a breach of certain outstanding obligations. These include the obligation to manage an independent company and, where appropriate, to have a relationship agreement and a dual voting structure for the election of independent directors. Relational agreements – high-end publicly traded companies must now have a relationship agreement with their controlling shareholders. If a company has more than one controlling shareholder (which is quite likely if the parties acting in the act are caught red-handed), it is not obliged to enter into a separate agreement with each company if, given its understanding of the relationship between the shareholders with the majority of the shareholders concerned, it reasonably considers that the undersigned majority shareholder must comply with the mandatory provisions for the independence of any other controlling shareholder and its Related. in the relationship agreement. The agreement must also contain the names of non-signatory majority shareholders. The three necessary provisions for independence are as follows: the new rules provide guidance on the criteria that the ACF will take into account in determining whether the market is functioning properly when less than 25% of the shares held by investors in the EEA are held by a high-end publicly traded company.
In many cases, this codifies the existing practice. The FCA may consider shares of the same class held outside the EEA (although not listed), the number and type of public shareholders, and, for commercial companies with a list of bonuses, if the expected market value of public shares exceeds $100 million upon arrival.