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Detailed Changes since April 1994 (including Proposed Changes)

United Kingdom

Amendments to the Listing Rules

Global depositary receipts

In 1994, new rules were introduced for the listing of global depositary receipts representing shares where those shares are already listed, or are to be listed, on the London Stock Exchange. These rules were amended later in that year to permit depositary receipts representing shares listed overseas to be listed in London and to introduce new listing rules for depositary receipts marketed to knowledgeable investors.

Amendment to Listing Particulars Directive

In July 1994 the Directive 94/18/EC of the Council of the European Communities, which amended the Listing Particulars Directive, was implemented in the UK. The aim of this Directive is to facilitate cross-border listing within the Community by exempting companies, which have been listed in a Member State for at least 3 years, from the obligation to publish listing particulars.

Public Offers of Securities Regulations 1995

In June 1995, a number of changes were made to the Listing Rules to reflect the Public Offers of Securities Regulations 1995. These amended certain provisions of Part IV of the Financial Services Act 1986 in the context of public offers of securities which are the subject of an application for official listing. They also provided a framework which, together with the Listing Rules, implemented the mutual recognition provisions of the Public Offers Directive and the Listing Particulars Directive. The amendments included the following changes:

the introduction of a requirement that an issuer, applying for listing of securities to be offered to the public in the UK for the first time, must publish a prospectus rather than listing particulars before admission; and

new mutual recognition provisions enabling recognition of certain prospectuses approved in other Member States as prospectuses for the purpose of a public offer in the UK.

Venture capital trusts

In August 1995, new rules to provide for the listing of venture capital trusts were introduced in response to the enactment of the Finance Act 1995. These rules will assist start-ups to obtain access to publicly raised funds.

Initial public offerings

The rules governing the methods by which new applicants may bring securities to listing were relaxed in January 1996 to provide that any method may be utilized subject to certain disclosure requirements.

Material change reports

Changes to the general obligation of disclosure and related rules were made in January 1995. The obligation was expanded to make clear that changes in the financial condition of the company, in its trading performance and in the directors' expectation of its performance must be disclosed, if knowledge of that change is likely to lead to a substantial share price movement. At the same time, the general requirement to avoid the creation of a false market was clarified so as to remove any obligation for a company to correct false market rumours.

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