Powered by Lexis+®
Jurisdiction(s):
United Kingdom
CASE STUDY

“LexisPSL and the other Lexis solutions support our business in exactly the way we want. They enable us to quickly turn around work and deliver the best possible service to our clients.”

SBP Law

Access all documents on Class 1 circular

Class 1 circular meaning

What does Class 1 circular mean?
A Class 1 circular is the shareholder circular a listed company sends when seeking approval for a class 1 transaction. In practice it explains the transaction, its terms and expected effects, and convenes the general meeting at which shareholders vote. This is a market term used in listed company practice, not a statutory definition. In the UK, the Financial Conduct Authority’s Listing Rules require a Class 1 circular for a Class 1 transaction (or any transaction required to follow Class 1 requirements), typically for a premium listed company. The circular must comply with Chapter 13 of the Listing Rules (LR 13) and is normally approved by the FCA before publication. It usually includes the board’s recommendation, risk factors, detailed information on the target or assets, historical and pro forma financial information, a working capital statement, and the notice of meeting. In Ireland, the Euronext Dublin Listing Rules impose equivalent requirements: a shareholder circular, approved by the competent authority, containing prescribed information for a Class 1 transaction. Usage and effect are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. The practical significance is that the Class 1 circular provides the disclosure on which shareholder approval and market transparency depend.
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.

View the related Practice Notes about Class 1 circular

PRACTICE NOTES
UK Takeover Code Rule 21: frustrating action restrictions, offer-related arrangements (including inducement fees), equality of information and MBO information for independent directors—Panel guidance and 2023–2025 amendments

This Resource Note summarises the core provisions of Rule 21 of the City Code on Takeovers and Mergers (the Code). It covers the limits on an offeror taking frustrating action in connection with an offer, and the approach to inducement fees and other offer-related arrangements. Rule 21 also mandates that competing offerors are given equivalent information, and that the offeree’s independent directors receive all information supplied to external finance providers in a management buy-out. It signposts relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), alongside Lexis+® UK analysis and resources, to provide practical direction on the interpretation and application of Rule 21... Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) (Executive), offering informal guidance on how the Executive typically interprets and applies the Code Panel Statements issued by the Panel (P/S) and Panel Instruments Public Consultation Papers (PCP) and Response Statements...

Read More Right Arrow
PRACTICE NOTES
UKLR 7: Significant Transactions, Reverse Takeovers and Class Tests—Practical Guidance for Equity Shares (Commercial Companies) following the FCA’s 2024 Listing Reforms

This Resource Note assembles pertinent commentary, analysis and resources to support interpretation and offer practical guidance on applying UKLR 7 of the UK Listing Rules, which details the requirements for a company with equity shares admitted to the equity shares (commercial companies) category in relation to significant transactions and reverse takeovers... the Financial Conduct Authority (FCA) Handbook FCA Knowledge Base guidance—Procedural Notes and Technical Notes (formal guidance binding on the FCA) FCA consultation papers (CP), discussion papers (DP), policy statements (PS) and feedback statements Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to interpretation of a provision Lexis+® UK Practical Guidance and Lexis+® UK Legal Research resources UKLR 7—Setting the scene What it covers: UKLR 7 sets out the requirements for a company with equity shares listed...

Read More Right Arrow
PRACTICE NOTES
Traffic signs and road markings in Great Britain: statutory definitions, authority powers and duties, unauthorised signage offences, and central government control under TSRGD 2016 and DfT guidance

Definitions Section 64(1) of the Road Traffic Regulation Act 1984 (RTRA 1984) defines a traffic sign as any object or device, whether fixed or portable, used to convey to traffic on roads, or to any specified class of traffic, warnings, information, requirements, restrictions or prohibitions of any kind, either (a) specified by regulations made by the relevant authority or (b) authorised by the relevant authority; it also covers any line or mark on a road employed for conveying such warnings, information, requirements, restrictions or prohibitions. The definition therefore spans the sign types familiar to road users, namely: warning signs (typically triangular with a red border) mandatory prohibition signs (typically circular with a red border) mandatory signs (typically circular and blue) information signs (typically rectangular) This last group includes direction signs, place name signs and street name signs, and also road surface lines: yellow (and occasionally red) for parking restrictions, with white used for most other purposes. Powers and...

Read More Right Arrow