* UK Listing Regime:
* Under the UK listing regime, significant transactions by listed companies are categorized into different classes based on their size relative to the company.
* Class 1 Transactions:
* Class 1 transactions are substantial transactions that exceed 25% of any of the class tests (assets, profits, value, or capital).
* These transactions are significant enough to potentially alter the company's risk profile and financial position materially.
* Approval Requirements:
* Due to their significance, Class 1 transactions require shareholder approval.
* The company must seek approval through a shareholder vote before proceeding with the transaction.
* This requirement ensures that shareholders have a say in major corporate decisions that could impact their investment.
* Additional Disclosures:
* Companies must provide detailed justifications and information about the transaction to shareholders to facilitate informed voting.
* This includes comprehensive disclosures about the nature and terms of the transaction, its strategic rationale, and its financial impact.
* Conclusion:
* The requirement for shareholder approval of Class 1 transactions is a key aspect of shareholder protection under the UK listing regime, ensuring that significant changes to the company's structure or operations are subject to shareholder scrutiny.
References:
* The requirement for shareholder approval of Class 1 transactions is outlined in the UK listing regime, which mandates that any transaction affecting more than 25% of a company's assets, profits, value, or capital must be approved via a shareholder vote.