Class 1 Transaction

Definition:

A transaction entered into by an issuer subject to the Listing Rules, the size of which results in any of the Class Tests breaching a 25% threshold. The issuer was required to (i) notify a regulatory information service of information prescribed by the Listing Rules as soon as possible after the terms of the transaction are agreed; (ii) issue a Class 1 Circular; and (iii) obtain shareholder consent before entering into such a transaction.

Following the entry into force of the UK Listing Rules (UKLR) on July 29, 2024, the term Class 1 Transaction is no longer used. The key changes in relation to Class 1 Transactions made by the UK Listing Rules are: (i) removal of the compulsory prior shareholder vote requirement, (ii) removal of the requirement to produce a Class 1 Circular; and (iii) there is no longer a requirement to appoint a sponsor.

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