A contract which is material to the business of the group and which the Listing Rules (LR), prospectus regime or the Takeover Code requires to be summarised in certain documents intended for publication (such as class 1 circulars, related party circulars, prospectuses, offer documents or defence documents).

Under the listing regime and the prospectus regime a material contract refers a contract, other than a contract entered into in the ordinary course of business, to which the issuer or any member of the group is a party, for the two years immediately preceding publication of the circular or prospectus. This is set out in item 20.1 of Annex 1 to the UK Prospectus Delegated Regulation (EU) 2019/980 (referred to by the FCA as the PR Regulation) and incorporated into the LR via Annex 1 to LR 13 and LR 13.6.

In the Takeover Code, a material contract refers to contract (not being a contract entered into in the ordinary course of business) entered into by any member of the group within the two year period before the start of the offer period.