RE: Re CRML Massive News29 Aug 2025 17:53
For everyone to read, make your minds up, but I think you'll agree with my "grasping" diagnosis of buried treasures latest geriatric rant 😂
UKLR 7.1.6 (2)(a) outlines one of the factors used to determine if a transaction by a listed company is in the "ordinary course of business". A transaction is considered to be within the ordinary course of business based on the specific circumstances of the company and other factors. Under this rule, factor (2)(a) is the "size and incidence of similar transactions which the company has entered into".
This factor is used to assess if a transaction is a normal part of a company's operations, rather than a special or exceptional event that would require a market notification under the UK Listing Rules.
Context of the rule
Purpose: The UK Listing Rules (UKLR 7) require a listed company to notify the market of "significant transactions" and "reverse takeovers". A transaction conducted in the "ordinary course of business" does not require such a notification, regardless of its size.
Assessment: UKLR 7.1.6 provides a list of factors to help a company and its advisors determine if a transaction is in the ordinary course of business. These factors are considered in light of the company's specific situation.
Factor (2)(a) explained: This specific factor considers whether the transaction is:
Similar in size to transactions the company has done before.
Similar in frequency or incidence to previous transactions.
For example, a property development company that regularly buys and sells land for profit would likely consider such transactions to be in the ordinary course of business. For a technology company, a single large property acquisition would be highly unusual and unlikely to be considered in the ordinary course.
Other factors to consider
UKLR 7.1.6 (2) lists other factors that must be considered alongside factor (a) to assess if a transaction is in the ordinary course of business. These include:
The nature and size of the company's existing business.
Common factors within the company's industry.
The company's corporate strategy.
The accounting treatment of the transaction.
Whether a shareholder could reasonably expect the company to enter into the transaction.