Listing Termination Agreement Template for England and Wales

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Key Requirements PROMPT example:

Listing Termination Agreement

"Need a Listing Termination Agreement for a premium-listed manufacturing company that plans to go private following a management buyout, with the delisting planned for March 2025 and shareholder approval required."

Document background
A Listing Termination Agreement is utilized when a company decides to remove its securities from trading on a public exchange. This document becomes necessary in various scenarios, including private acquisitions, corporate restructuring, or strategic decisions to go private. The agreement, governed by English and Welsh law, details the process, timeline, and obligations for delisting, ensuring compliance with FCA requirements and the Financial Services and Markets Act 2000. It typically includes provisions for shareholder approval, regulatory notifications, and post-delisting obligations.
Suggested Sections

1. Parties: Identification of the company and any other relevant parties

2. Background: Context of the listing and reasons for termination

3. Definitions: Key terms used throughout the agreement

4. Termination Date: Specific date and time when listing will be terminated

5. Termination Process: Steps to be taken to effect the termination

6. Representations and Warranties: Standard confirmations from parties regarding authority and compliance

Optional Sections

1. Shareholder Approval: Required if shareholder approval is needed for delisting - typically for premium listed companies or when required by articles

2. Transition Arrangements: Arrangements for the period between agreement and actual delisting - used when there's a gap between agreement and implementation

3. Break Fee: Penalties for early termination or breach - used when parties agree to specific financial consequences

Suggested Schedules

1. Timetable: Detailed timeline of termination process and key dates

2. Required Notices: Forms of notices required for various stakeholders

3. Shareholder Communications: Draft communications to shareholders regarding the delisting

4. Regulatory Filings: List of required regulatory submissions and their timing

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Financial Services and Markets Act 2000: Primary legislation governing financial services in the UK, particularly Part VI regarding listing and trading of securities, and sections related to delisting requirements and procedures

Companies Act 2006: Core company law legislation covering requirements for public companies, shareholder rights and protections, and corporate governance obligations

FCA Listing Rules: Regulatory framework including Chapter 5 on Suspending, Cancelling and Restoring Listing, LR 5.2 regarding cancellation of listing, and notice periods and shareholder approval requirements

FCA Disclosure Guidance and Transparency Rules: Regulatory requirements covering ongoing disclosure obligations and market announcement requirements

UK Market Abuse Regulation: Regulations governing requirements around inside information and market manipulation provisions

London Stock Exchange Rules: Exchange-specific rules including Admission and Disclosure Standards and Trading Rules

Takeover Code: Regulations governing company takeovers, relevant if the delisting is part of a takeover scenario

Corporate Governance Code: Best practice guidelines for corporate governance in UK listed companies

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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