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LR 1.1 Introduction

Application

LR 1.1.1 R RP

1 LR applies as follows:

  1. (1)

    all of LR (other than LR 8.3, LR 8.4, LR 8.6 and LR 8.7) applies to an issuer; and

  2. (2)

    LR 1, LR 8.1, LR 8.3, LR 8.4, LR 8.6 and LR 8.7 apply to a sponsor and a person applying for approval as a sponsor.

FSA performing functions as competent authority

Note: In relation to the listing rules, the FSA is performing functions as the competent authority under Part VI of the Act (see section 72(1) of the Act).

Note: when exercising its functions as the competent authority under Part VI of the Act, the FSA may use the name: the UK Listing Authority.

Other relevant parts of Handbook

Note: Other parts of the Handbook that may also be relevant to issuers or sponsors include DTR (the Disclosure Rules and Transparency Rules sourcebook), PR (the Prospectus Rules sourcebook), COBS3 (the Conduct of Business sourcebook), DEPP (Decision Procedure and Penalties Manual)2, Chapter 9 of SUP (the Supervision manual) and GEN (General Provisions).

The following Regulatory Guides may also be relevant to issuers or sponsors:2

1. The Enforcement Guide (EG)2

2. [intentionally blank]2

3 2 2

LR 1.2 Modifying rules and consulting the FSA

Modifying or dispensing with rules

LR 1.2.1 R RP
  1. (1)

    The FSA may dispense with or modify the listing rules in such cases and by reference to such circumstances as it considers appropriate (subject to the terms of EU directives and the Act).

  2. (2)

    A dispensation or modification may be either unconditional or subject to specified conditions.

  3. (3)

    If an issuer or sponsor has applied for, or been granted, a dispensation or modification, it must notify the FSA immediately it becomes aware of any matter which is material to the relevance or appropriateness of the dispensation or modification.

  4. (4)

    The FSA may revoke or modify a dispensation or modification.

LR 1.2.2 R RP
  1. (1)

    An application to the FSA to dispense with or modify a listing rule must be in writing.

  2. (2)

    The application must:

    1. (a)

      contain a clear explanation of why the dispensation or modification is requested;

    2. (b)

      include details of any special requirements, for example, the date by which the dispensation or modification is required;

    3. (c)

      contain all relevant information that should reasonably be brought to the FSA's attention;

    4. (d)

      contain any statement or information that is required by the listing rules to be included for a specific type of dispensation or modification; and

    5. (e)

      include copies of all documents relevant to the application.

LR 1.2.3 G RP

An application to dispense with or modify a listing rule should ordinarily be made:

  1. (1)

    for a listing rule that is a continuing obligation, at least five business days before the proposed dispensation or modification is to take effect; and

  2. (2)

    for any other listing rule, at least ten business days before the proposed dispensation or modification is to take effect.

Companies in severe financial difficulty

LR 1.2.4 G RP

If an issuer applies to the FSA to dispense with or modify a listing rule on the basis that it is in severe financial difficulty, the FSA would ordinarily expect the issuer to comply with the conditions in LR 10.8 (to the extent relevant to the particular rule for which the dispensation or modification is sought). In particular, the FSA would expect the issuer to comply with those conditions that are directed at demonstrating that it is in severe financial difficulty.

Early consultation with FSA

LR 1.2.5 G RP

An issuer or sponsor should consult with the FSA at the earliest possible stage if it:

  1. (1)

    is in doubt about how the listing rules apply in a particular situation; or

  2. (2)

    considers that it may be necessary for the FSA to dispense with or modify a listing rule.

Address for correspondence

Note: The FSA's address for correspondence is:

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London, E14 5HS

Tel: 020 7066 8333

Fax: 020 7066 8362

http://www.fsa.gov.uk/Pages/Doing/UKLA/index.shtml

LR 1.3 Information gathering and publication

Information gathering

LR 1.3.1 R RP

An issuer must provide to the FSA as soon as possible:

  1. (1)

    any information and explanations that the FSA may reasonably require to decide whether to grant an application for admission;

  2. (2)

    any information that the FSA considers appropriate to protect investors or ensure the smooth operation of the market; and [Note: Article 16.1 CARD]

  3. (3)

    any other information or explanation that the FSA may reasonably require to verify whether listing rules are being and have been complied with.

FSA may require issuer to publish information

LR 1.3.2 R RP
  1. (1)

    The FSA may, at any time, require an issuer to publish such information in such form and within such time limits as it considers appropriate to protect investors or to ensure the smooth operation of the market. [Note: Article 16.2 CARD]

  2. (2)

    If an issuer fails to comply with a requirement under paragraph (1) the FSA may itself publish the information (after giving the issuer an opportunity to make representations as to why it should not be published). [Note: Article 16.2 CARD]

Misleading information not to be published

LR 1.3.3 R RP

An issuer must take reasonable care to ensure that any information it notifies to a RIS or makes available through the FSA is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.

Notification when a RIS is not open for business

LR 1.3.4 R RP

If an issuer is required to notify information to a RIS at a time when a RIS is not open for business it must distribute the information as soon as possible to:

  1. (1)

    not less than two national newspapers in the United Kingdom;

  2. (2)

    two newswire services operating in the United Kingdom; and

  3. (3)

    a RIS for release as soon as it opens.

LR 1.4 Miscellaneous

Appointment of sponsor

LR 1.4.1 R RP
  1. (1)

    If it appears to the FSA that there is, or there may be, a breach of the listing rules by an issuer with a primary listing, the FSA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules.

  2. (2)

    If required to do so under paragraph (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the application of the listing rules.

Note: LR 8.2 sets out the various circumstances in which an issuer must appoint, or obtain guidance from, a sponsor.

Overseas companies

LR 1.4.2 R RP

If a listing rule refers to a requirement in legislation applicable to a listed company incorporated in the United Kingdom, a listedoverseas company must comply with the requirement so far as:

  1. (1)

    information available to it enables it to do so; and

  2. (2)

    compliance is not contrary to the law in its country of incorporation.

LR 1.4.3 R RP

A listedoverseas company must, if required to do so by the FSA, provide the FSA with a letter from an independent legal adviser explaining why compliance with a requirement referred to in LR 1.4.2 R is contrary to the law in its country of incorporation.

3
LR 1.4.4 R

[deleted]3

3
LR 1.4.5 G

[deleted]2

3

English language

LR 1.4.6 R RP

A document that is required under a listing rule to be filed, notified to a RIS, provided to the FSA or sent to security holders must be in English.

Market abuse safe harbours

LR 1.4.7 R

Pursuant to section 118A(5) of the Act, behaviour conforming with the listing rules specified in LR 1 Annex 1 RR does not amount to market abuse under section 118(1) of the Act.

Fees

LR 1.4.8 G RP

The provisions relating to periodic fees for issuers and sponsors are set out in FEES 1, 2 and 4.1

1

Electronic Communication

LR 1.4.9 G RP
  1. (1)

    If the listing rules require an issuer to send documents to its security holders, the issuer may, in accordance with DTR 6.1.8 R, use electronic means to send those documents.3

LR 1.4.10 R
3

[deleted]3

LR 1 Annex 1 Market abuse safe harbours

R

The listing rules referred to in LR 1.4.7 R are:

(1)

LR 1.3.3 R (Misleading information not to be published);

(2)

LR 1.3.4 R (Notification when a RIS is not open for business);

(3)

Paragraphs 20, 21 and 22 of the Annex to LR 9 (The Model Code)(Dealings by connected persons and investment managers);

(4)

LR 9.6.6 R (Notifications relating to capital);

(5)

LR 9.6.7 R , LR 9.6.8 R, and LR 9.6.10 G (Notifications of major interests in shares);

(6)

LR 9.7.1 R and LR 9.7.2 R (Preliminary statement of annual results and dividends);

(7)

LR 9.9.3 R

(8)

LR 12.2.1 R (4) (Prohibition on purchase of own securities);

(9)

LR 12.4.6 R (Notification of purchases);

(10)

LR 12.5.2 R and LR 12.5.3 R (Notifications of purchases, early redemptions and cancellations);

(11)

LR 13.3.1 R (1) and LR 13.3.1 R (2) (Contents of all circulars);

(12)

LR 14.3.19 R and LR 14.3.21 R (Notification of major interests in shares);

(13)

LR 14.4.10 R ; and

(14)

LR 17.3.4 R (Annual accounts).