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LR 1.1 Introduction

Application

Note: ESMA has also issued guidelines under article 16(3) of the ESMA Regulation covering ‘Alternative Performance Measures’. See https://www.esma.europa.eu/sites/default/files/library/2015/10/2015-esma-1415en.pdf
LR 1.1.1 R

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.

Note: when exercising its functions under Part VI of the Act, the FCA 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 Guidance4 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 FCA

Modifying or dispensing with rules

LR 1.2.1 R
  1. (1)

    The FCA 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 FCA immediately it becomes aware of any matter which is material to the relevance or appropriateness of the dispensation or modification.

  4. (4)

    The FCA may revoke or modify a dispensation or modification.

LR 1.2.2 R
  1. (1)

    An application to the FCA 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 FCA'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

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

If an issuer applies to the FCA to dispense with or modify a listing rule on the basis that it is in severe financial difficulty, the FCA 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 FCA would expect the issuer to comply with those conditions that are directed at demonstrating that it is in severe financial difficulty.

Early consultation with FCA

LR 1.2.5 G

An issuer or sponsor should consult with the FCA 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 FCA to dispense with or modify a listing rule.

LR 1.2.6 G

2Where a listing rule refers to consultation with the FCA, submissions should be made in writing other than in circumstances of exceptional urgency or in the case of a submission from a sponsor in relation to the provision of a sponsor service.

Address for correspondence

Note:The FCA's address for correspondence is:

The Financial Conduct Authority

25 The North Colonnade

Canary Wharf

London, E14 5HS

Tel: 020 7066 8333

www.fca.org.uk/markets/ukla

LR 1.3 Information gathering and publication

Information gathering

LR 1.3.1 R

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

  1. (1)

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

  2. (2)

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

FCA may require issuer to publish information

LR 1.3.2 R
  1. (1)

    The FCA 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 FCA 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

An issuer must take reasonable care to ensure that any information it notifies to a RIS or makes available through the FCA 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

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
  1. (1)

    If it appears to the FCA that there is, or there may be, a breach of the listing rules or the disclosure requirements6 and transparency rules4 by an issuer with a premium listing4, the FCA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules, the disclosure requirements6 and the transparency rules4.

    4
  2. (2)

    If required to do so under (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the application of the listing rules, the disclosure requirements6 and the transparency rules.4

    4

[Note: LR 8.2 sets out the various circumstances in which an issuer must appoint, or obtain guidance from, a sponsor.]4

Overseas companies

LR 1.4.2 R

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

A listedoverseas company must, if required to do so by the FCA, provide the FCA 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

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

Market abuse safe harbours

LR 1.4.7 R

[deleted]6

Fees

LR 1.4.8 G

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
  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

Use of an RIS

LR 1.4.11 R

5Where a listing rule requires an issuer subject to DTR 6.3.1 R to use the services of an RIS, the issuer must comply with the provisions of DTR 6.3.

LR 1.4.12 R

5Where a listing rule requires an issuer who is not subject to DTR 6.3.1 R to use the services of an RIS, the issuer must comply with the provisions of DTR 6.3, except in relation to information which is required to be disclosed under the Transparency Directive, articles 17 and 196 of the Market Abuse Regulation6 or the DTR.

6

LR 1.5 Standard and Premium Listing

Standard and premium listing explained

LR 1.5.1 G
  1. (1)

    1Under the listing rules each issuer must satisfy the requirements in the rules that are specified to apply to it and its relevant securities. In some cases a listing is described as being either a standard listing or a premium listing.

  2. (2)

    A listing that is described as a standard listing sets requirements that are based on the minimum EU directive standards. A listing that is described as a premium listing will include requirements that exceed those required under relevant EU directives.

  3. (3)

    Premium listing exists for equity shares2of commercial companies, closed-ended investment funds and open-ended investment companies. Any other listing will be a standard listing.

  4. (4)

    In one case, for equity shares2of a commercial company, an issuer will have a choice under the listing rules as to whether it has a standard listing or a premium listing. The type of listing it applies for will therefore determine the requirements it must comply with.

  5. (5)

    LR 5.4A provides a process for the transfer of the category of listing of equity shares.2

  6. (6)

    In one case, for further classes of equity shares of an investment entity, the equity shares may be admitted to a standard listing provided that, and only for so long as, the issuer has a premium listing of equity shares.

    2

Misleading statements about status

LR 1.5.2 R

An issuer that is not an issuer with a premium listing of its equity shares2 must not describe itself or hold itself out (in whatever terms) as having a premium listing or make any representation which suggests, or which is reasonably likely to be understood as suggesting, that it has a premium listing or complies or is required to comply with the requirements that apply to a premium listing.

LR 1.6 Listing Categories

LR 1.6.1 G

[deleted]1

1
LR 1.6.1A R
LR 1.6.2 R

An issuer must inform the FCA if the characteristics of a security change so that the security no longer meets the definition of a security in the category in which it has been placed.

LR 1 Annex 1 Market abuse safe harbours

R

[deleted]1