Price Sensitive Information
A Company must issue a Notification without delay of any Price Sensitive Information save where (subject to any other applicable regulation or legislation) the Price Sensitive Information relates to impending developments or matters in the course of negotiation in which case it may give such information in confidence to the following category of recipient:
- Investbx Limited and the Admissions Committee;
- the Company’s advisers and advisers of any other persons involved or who may be involved in the development or matter in question;
- persons with whom the Company is negotiating, or intends to negotiate, any commercial, financial or investment transaction (including prospective underwriters or placees of its Shares);
- representatives of its employees or trades unions acting on their behalf;
- any government department, the Bank of England, the Competition Commission or any other statutory or regulatory body or authority;
provided the Company is satisfied that such recipients of information are aware that they must not trade in the Company's Shares before a Notification has been made and, in the event the Company has reason to believe that a breach of such confidence has occurred or is likely to occur and, in either case, the matter is such that knowledge of it is likely to have a significant effect on the price of its Shares, it must without delay issue at least a Notification to the effect that it expects shortly to release Price Sensitive Information regarding such matter.
Disclosure of other information
Subject to the above, Companies must immediately release to Investbx Limited for publication any information necessary:
- for investors to adequately appraise the Company’s financial or trading position, its prospects or performance;
- for investors to make a reasonably informed judgement about the value of the Company's Shares and the risks associated with those Shares; and
- to ensure that the market in the Company’s Shares is at all times properly informed of matters which may lead to a significant or substantial movement in the price of its Shares.
A Company admitted to Investbx must:
- notify Investbx Limited of relevant events, so as to ensure an orderly market in the Company's Shares and to afford proper protection for investors;
- ensure that both the Company and its advisers take all reasonable care to ensure that information provided to Investbx Limited is not misleading, false or deceptive and does not omit anything likely to affect the import of such information;
- ensure that all information that requires disclosure on Investbx Limited complies with section 21 of FSMA; and
- notify Investbx Limited immediately if there is no longer the prospect of a proper market in the Company's Shares, taking into account the nature of the Shares traded and the anticipated level of liquidity that an investor would reasonably expect in such a security.
In particular, but without qualifying the above, a Company should release an appropriate and timely Notification of:
- Appropriately verified preliminary or interim announcements about profits and losses for any year or six month trading period;
- Decisions to pay or waive any dividend or interest payments;
- Proposed changes to the Company’s capital structure except for the grant of options or issue of shares pursuant to an existing employee benefit or share option scheme;
- Proposed major acquisitions and disposals ;
- Statements concerning material changes in its business operations. This should include information on any acquisitions and disposals, not being major acquisitions and disposals which will significantly affect the financial outlook for the Company;
- Changes to the board and auditors;
- Information relating to intended and actual dealings in a Company’s Shares (including warrants and options relating to, rights to subscribe for, securities convertible into and derivatives referenced to such Shares) by Directors and Central Investors or the Company itself; and
- Any material transaction with a Related Party such that there is full disclosure of the connections between the parties to the transaction. In such cases, independent professional advice should be obtained by the Company on the transaction and the substance of such advice should be included in the Notification.
All Notifications issued by a Company must contain a Directors’ Responsibility Statement in a prescribed form. Any announcements making reference to Investbx, Investbx Limited, Sharemark or The Share Centre must be submitted to Investbx Limited for review prior to publication.
