The Listing Rules - Financial Services Authority

1 The Listing RulesCopies may be obtained from:The Financial Services Authority25 The North ColonnadeLondon E14 5 HSTelephone: 0845 608 2372 Financial Services Authority . 2002 All rights as a limited company in England and Wales No 1920623 CONTENTSD efinitionsChapters1 Compliance with and enforcement of the Listing rules2 Sponsors3 Conditions for listing4 Methods of bringing securities to listing5 Listing particulars6 Contents of Listing particulars7 Listing application procedures8 Publication and circulation of Listing particulars9 Continuing obligations10 Transactions11 Transactions with related parties12 Financial information13 Documents not requiring prior approval14 Circulars15 Purchase of own securities16 Directors17 Overseas companies18 Property companies19 Mineral companies20 Scientific research based companies21 Investment entities22 Public sector issuers23

2 Specialist securities (including eurobonds)24 Securitised Derivatives25 Innovative high growth companies26 Venture capital trusts27 Strategic Investment CompaniesRules for approval of prospectuses where no application for Listing is madeSchedules1 Schedule deleted - December 20011 ASponsor s confirmation of independence2 Shareholder statement2 APricing statement3 AApplication for admission of securities to Listing - shares and debt securities3 BApplication for admission of securities to Listing - specialist and miscellaneoussecurities4 ADeclaration by sponsor4 BSchedule deleted - December 20015 Block Listing six monthly return6 Declaration by issuer7 Deleted June 19998 Specimen preamble for valuation report9 Certificate from public sector

3 Issuer10 Notification of major interests in shares11 Notification of interests of directors and connected persons12 Regulatory Information ServicesThe Combined CodeIndexApril 2002 IntroductionINTRODUCTIONI ntroduction deleted - December 2001. See UKLA Guidance ManualApril 2002 DefinitionsDEFINITIONSIn relation to an issuer which is not a company, unless the context otherwise requires, references in these listingrules to a company, and expressions appropriate to a company, shall be construed as references to the issuer or tothe corresponding persons, officers, places, documents or organs, as the case may be, appropriate to the to times shall mean those times in following terms have the following meanings when used in these Listing Rules unless the context otherwiserequires.

4 TermMeaningthe ActFinancial Services and Markets Act 2000admission or admission to listingadmission to the Official List of the UK ListingAuthority and admitted shall be construed accordingly(see paragraph as to when admission becomeseffective)admission to official Listing on a stock exchangeadmission to Listing together with admission to trading,and officially listed on a stock exchange shall beconstrued accordinglyadmission to tradingadmission to trading on an RIE s market for listedsecurities and admitted to trading shall be construedaccordingly`AIMthe Alternative Investment Market of the London StockExchangeAIM companya company any of whose securities have been admittedto trading on AIMapplicantan issuer which is proposing to apply, or is applying.

5 Foradmission of any of its securitiesassociated undertakingas in paragraph 20 of schedule 4A to the Companies Act1985authorised adviseran adviser to an issuer who is authorised for thepurposes of the Act (see section 31)business dayany day which is not a Saturday, Sunday, ChristmasDay, Good Friday or a bank holiday in England underthe Banking and Financial Dealings Act 1971certificate representing sharesan instrument which confers a contractual right (otherthan an option) to acquire shares otherwise than bysubscriptionchildincludes step child and illegitimate child but does notinclude any person who has attained the age of 18circularany document issued to holders of listed securitiesincluding notices of meetings but excluding listingparticulars, annual reports and accounts, interim reports.

6 Proxy cards and dividend or interest vouchersApril 2002 DefinitionsCity Codethe City Code on takeovers and mergers published bythe Panel on takeovers and Mergersclasssecurities the rights attaching to which are or will beidentical and which form a single issue or seriesclear business daysin relation to the submission of draft documents, meansthat period of business days excluding the day when thedraft document is submitted and the intended date ofpublication of the documentCombined Codethe principles of good governance and code of bestpractice prepared by the Committee on CorporateGovernance, chaired by Sir Ronald Hampel, publishedin June 1998 and appended to, but not forming part of,the Listing rulescompanya body corporate wherever incorporatedCompanies Acts 1985 and 1989in relation to a company subject to the law of NorthernIreland, includes reference to the equivalent NorthernIreland provisionsconnected clientin relation to a sponsor or securities house, any client ofthe sponsor or securities house who is:(a)a partner, director, employee or controller (asdefined in section 422 of the Act) of the sponsoror securities house or of an undertakingdescribed in (d) below;(b)the spouse or child of any individual described in(a) above.

7 (c)a person in his capacity as trustee of a privatetrust (other than a pension scheme or anemployees share scheme) the beneficiaries ofwhich include any person described in (a) or (b)above; or(d)an undertaking which in relation to the sponsoror securities house is a group undertakingconnected person or person connectedas in section 346 of the Companies Act 1985controlling shareholderas defined in paragraph securitiessecurities which are convertible into or exchangeablefor other securities or securities accompanied bywarrants or options to subscribe or purchase othersecurities, and conversion and convertible shall beconstrued accordinglydebt securitiesdebentures, debenture or loan stock, bonds and notes,whether secured or unsecureddeferred bonusany arrangement pursuant to the terms of which theparticipant(s)

8 May receive an award of any asset(including cash or any security) in respect of serviceand/or performance in a period not exceeding the lengthof the relevant Financial year notwithstanding that anyApril 2002 Definitionssuch asset may, subject only to the participant(s)remaining a director or employee of the group, bereceivable by the participant(s) after the end of theperiod to which the award relatesDirectiveseither or both, as the context shall require, of theConsolidated Admission and Reporting Directive andthe 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 officialstock exchange Listing and on information to bepublished on those securities- Public Offers Directive (POD)

9 Council of the European Communities Directive89/298/EEC, co-ordinating the requirements for thedrawing up, scrutiny and distribution of the prospectusto be published when transferable securities are offeredto the publicdirectoras in sub-paragraph (a) of the definition of director insection 417(1) of the Act and, in relation to an issuerwhich is not a body corporate, a person withcorresponding powers and dutiesdirectors service contracta service contract with a director of the issuer with anotice or contract period of one year or more or withprovisions for predetermining compensation ontermination of an amount which equals or exceeds oneyear s salary and benefits in kinddocumentincludes information recorded in any form and, inrelation to information recorded otherwise than inlegible form.

10 References to its production includereferences to producing a copy of the information inlegible formDocument Viewing Facilitya place in or near the City of London nominated by theUK Listing Authority and identified on the Website atwhich the documents referred to in the Listing Rules asbeing documents to be made available at the DocumentViewing Facility can be inspected by the publicelectronic communicationas in section 15 of the Electronic Communications Act2000employees share schemeas in section 743 of the Companies Act 1985equity sharesshares comprised in a company s equity share capitalequity share capitalin relation to a company, its issued share capitalexcluding any part of that capital which, neither asrespects dividends nor as respects capital.