Status: Please note you should read all Brexit changes to the FCA Handbook and BTS alongside the main FCA transitional directions. Where these directions apply the 'standstill', firms have the choice between complying with the pre-IP completion day rules, or the post-IP completion day rules. To see a full list of Handbook modules affected, please see Annex B to the main FCA transitional directions.

LR 14.2 Requirements for listing

LR 14.2.1RRP

An applicant which is applying for standard listing2 (shares) 4must comply with all of LR 2 (Requirements for listing: All securities).2


Shares in public hands

LR 14.2.2RRP
  1. (1)

    If an application is made for the admission of a class of shares, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public6.

  2. (2)


  3. (3)

    For the purposes of paragraph (1), a sufficient number of shares will be taken to have been distributed to the public when 25% of the shares for which application for admission has been made are in public hands.

  4. 5
  5. (4)

    5For the purposes of paragraphs (1), (2) and (3), shares are not held in public hands if they are:

    1. (a)

      held, directly or indirectly by:

      1. (i)

        a director of the applicant or of any of its subsidiary undertakings; or

      2. (ii)

        a person connected with a director of the applicant or of any of its subsidiary undertakings; or

      3. (iii)

        the trustees of any employees' share scheme or pension fund established for the benefit of any directors and employees of the applicant and its subsidiary undertakings; or

      4. (iv)

        any person who under any agreement has a right to nominate a person to the board of directors of the applicant; or

      5. (v)

        any person or persons in the same group or persons acting in concert who have an interest in 5% or more of the shares of the relevant class; or

    2. (b)

      subject to a lock-up period of more than 180 days.

  6. (5)

    For the purposes of paragraph (3), treasury shares are not to be taken into consideration when calculating the number of shares of the class.

    [Note: Article 48 CARD]

LR 14.2.3GRP

The FCA may modify LR 14.2.2 R to accept a percentage lower than 25% if it considers that the market will operate properly with a lower percentage in view of the large number of shares of the same class and the extent of their distribution to the public. 6

[Note: Article 48 CARD]

LR 14.2.3AGRP

5When calculating the number of shares for the purposes of LR 14.2.2R (4)(a)(v), holdings of investment managers in the same group where investment decisions are made independently by the individual in control of the relevant fund and those decisions are unfettered by the group to which the investment manager belongs will be disregarded.

Shares of a third country company

LR 14.2.4RRP

The FCA will not admit shares of a company incorporated in a third country6 that are not listed either in its country of incorporation or in the country in which a majority of its shares are held, unless the FCA is satisfied that the absence of the listing is not due to the need to protect investors. [Note: Article 51 CARD]

Listing applications

LR 14.2.5GRP

A company2 applying for a standard listing2 of shares 4will need to comply with LR 3 (Listing applications: All securities2).

LR 14.2.6R