Appendix VI: Applicable Class Tests for the Main Market and AIM

The Class Tests

1.
The Gross Assets test is calculated by dividing the gross assets the subject of the transaction by the gross assets of the listed company and multiplying the result by 100.

2.
The Profits test is calculated by dividing the profits attributable to the assets the subject of the transaction by the profits of the listed company and multiplying the result by 100.
3.
The Consideration test is calculated by dividing the consideration payable to the vendors by the aggregate market value of all the ordinary shares of the listed company in issue (excluding treasury shares) (by reference to the closing price of such shares on the last business day before the announcement) and multiplying the result by 100.
4.
The Gross Capital test is calculated by dividing the gross capital of the company or business being acquired by the gross capital of the listed company and multiplying the result by 100.
5.
For AIM companies only, the Turnover test is calculated by dividing the turnover attributable to the subject of the transaction by the turnover of the AIM company and multiplying the result by 100.

Requirements

1.
In the following, the percentages in the “Class Test Result” mean the highest percentage derived from applying the above class tests to the relevant transaction.
1.1
>0.25%, <5% (related party only)

Listing Rules

Inform FCA in writing in advance; independent adviser to confirm in writing that terms are fair and reasonable; undertake to notify in the accounts.

AIM Rules

N/A.

1.2
>5% (related party only)

Listing Rules

Notify shareholders as if class transaction (see below); seek shareholder approval; ensure related party does not vote on resolution.

AIM Rules

Disclose information set out in Schedule 4 of AIM Rules; statement from directors that, having consulted with its nominated adviser, the terms are fair and reasonable.

1.3
>10%

Listing Rules

See below.

AIM Rules

Disclose information under Schedule 4; no shareholder approval (AR 12).

1.4
>5%, <25%

Listing Rules

Class 2: Notify a RIS with details in LR 10.4.1.

AIM Rules

N/A.

1.5
>25%, <100%

Listing Rules

Class 1: Notify a RIS as if Class 2; send explanatory circular to shareholders and obtain Shareholder approval.

AIM Rules

N/A.

1.6
<100%

Listing Rules

Reverse Takeover: Comply with Class 1 requirements; on completion, listing will be cancelled and must make application for listing as a new applicant.

AIM Rules

Reverse Takeover: Send circular to shareholders and obtain approval.

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