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LR 14.2 Requirements for listing

LR 14.2.1 R

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

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Shares in public hands

LR 14.2.2 R
  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 public in one or more EEA States.

  2. (2)

    For the purposes of paragraph (1), account may also be taken of holders in one or more states that are not EEA States, if the shares are listed in the state or states.

  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 14.2.3 G

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. For that purpose, the FCA may take into account shares of the same class that are held (even though they are not listed) in states that are not EEA States.1[Note: Article 48 CARD]

LR 14.2.3A G

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 non-EEA company

LR 14.2.4 R

The FCA will not admit shares of a company incorporated in a non-EEA State 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 14.2.5 G

A company2 applying for a standard listing2 of shares4will need to comply with LR 3 (Listing applications: All securities2).

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LR 14.2.6 R

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LR 14.3 Continuing obligations

Admission to trading

LR 14.3.1 R

Other than in regard to securities to which LR 4 applies, the4listedequity shares5 of a company2 must be admitted to trading on a regulated market for listed securities operated by a RIE.

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Shares in public hands

LR 14.3.2 R
  1. (1)

    A company2 must comply with LR 14.2.2 R at all times.

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  2. (2)

    A company2 that no longer complies with LR 14.2.2 R must notify the FCA as soon as possible of its non-compliance.

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LR 14.3.2A G

Where the FCA has modified LR 14.2.2 R to accept a percentage lower than 25% on the basis that the market will operate properly with a lower percentage, but the FCA considers that in practice the market for the shares is not operating properly, the FCA may revoke the modification in accordance with LR 1.2.1 R (4).

LR 14.3.3 G

A company2 should consider LR 5.2.2G (2) in relation to its compliance with LR 14.2.2 R.

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Further issues

LR 14.3.4 R

Where shares4of the same class as shares4that are listed are allotted, an application for admission to listing of such shares4 must be made as soon as possible and in any event within one year of the allotment. [Note: Article 64 CARD]

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LR 14.3.5 R

[deleted]1

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Copies of documents

LR 14.3.6 R

A company2 must forward to the FCA, for publication through the document viewing facility, two copies of:

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  1. (1)

    all circulars, notices, reports or other documents to which the listingrules apply, at the same time as any such documents are issued; and

  2. (2)

    all resolutions passed by the company other than resolutions concerning ordinary business at an annual general meeting, as soon as possible after the relevant general meeting.

LR 14.3.7 R
  1. (1)

    A company2 must notify a RIS as soon as possible when a document has been forwarded to the FCA under LR 14.3.6 R unless the full text of the document is provided to the RIS.

    2
  2. (2)

    A notification made under (1) must set out where copies of the relevant document can be obtained.

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Contact details

LR 14.3.8 R

A company2 must ensure that the FCA is provided with up to date contact details of appropriate persons nominated by it to act as the first point of contact with the FCA in relation to the company's compliance with the listing rules and the disclosure requirements6 and transparency rules, as applicable.

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Temporary documents of title (including renounceable documents)

LR 14.3.9 R

A company2 must ensure that any temporary document of title (other than one issued in global form) for a share4:

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  1. (1)

    is serially numbered;

  2. (2)

    states where applicable:

    1. (a)

      the name and address of the first holder and names of joint holders (if any);

    2. (b)

      the pro rata entitlement;

    3. (c)

      the last date on which transfers were or will be accepted for registration for participation in the issue;

    4. (d)

      how the shares4 rank for dividend or interest;

      4
    5. (e)

      the nature of the document of title and proposed date of issue;

    6. (f)

      how fractions (if any) are to be treated; and

    7. (g)

      for a rights issue, the time, being not less than 10 business days calculated in accordance with LR 9.5.6 R,5 in which the offer may be accepted, and how shares4 not taken up will be dealt with; and

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  3. (3)

    if renounceable:

    1. (a)

      states in a heading that the document is of value and negotiable;

    2. (b)

      advises holders of shares4 who are in any doubt as to what action to take to consult appropriate independent advisers immediately;

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    3. (c)

      states that where all of the shares4 have been sold by the addressee (other than ex rights or ex capitalisation), the document should be passed to the person through whom the sale was effected for transmission to the purchaser;

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    4. (d)

      has the form of renunciation and the registration instructions printed on the back of, or attached to, the document;

    5. (e)

      includes provision for splitting (without fee) and for split documents to be certified by an official of thecompany2 or authorised agent;

      2
    6. (f)

      provides for the last day for renunciation to be the second business day after the last day for splitting; and

    7. (g)

      if at the same time as an allotment is made of shares issued for cash, shares of the same class are also allotted credited as fully paid to vendors or others, provides for the period for renunciation to be the same as, but no longer than, that provided for in the case of shares issued for cash.

Definitive documents of title

LR 14.3.10 R

A company2 must ensure that any definitive document of title for a share4 (other than a bearer security) includes the following matters on its face (or on the reverse in the case of (5) and (7)):

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  1. (1)

    the authority under which thecompany2 is constituted and the country of incorporation and registered number (if any);

    2
  2. (2)

    the number or amount of shares4 the certificate represents and, if applicable, the number and denomination of units (in the top right-hand corner);

    4
  3. (3)

    a footnote stating that no transfer of the share4 or any portion of it represented by the certificate can be registered without production of the certificate;

    4
  4. (4)

    if applicable, the minimum amount and multiples thereof in which the share4 is transferable;

    4
  5. (5)

    the date of the certificate;

  6. (6)

    for a fixed income security, the interest payable and the interest payment dates and on the reverse (with reference shown on the face) an easily legible summary of the rights as to redemption or repayment and (where applicable) conversion; and

  7. (7)

    for shares with preferential rights, on the face (or, if not practicable, on the reverse), a statement of the conditions thereof as to capital, dividends and (where applicable) conversion.

Disclosure Requirements and Transparency Rules

LR 14.3.11 G

A company2 whose shares4are admitted to trading on a regulated market in the United Kingdom, should consider its obligations under the disclosure requirements6 and transparency rules.

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LR 14.3.12 R

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LR 14.3.13 G

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LR 14.3.14 R
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[deleted]1

Registrar

LR 14.3.15 R
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  1. (1)

    This rule applies to an overseas company for whom the United Kingdom is a host Member State for the purposes of the Transparency Directive.1

    1
  2. (2)

    An overseas company must appoint a registrar in the United Kingdom if:1

    1
    1. (a)

      there are 200 or more holders resident in the United Kingdom; or1

    2. (b)

      10% of more of the shares4 are held by persons resident in the United Kingdom.1

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LR 14.3.15A G

1An overseas company for whom the United Kingdom is the home Member State for the purposes of the Transparency Directive should see LR 14.3.22 G and LR 14.3.23 R.

LR 14.3.16 G

[deleted]1

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Notifications relating to capital

LR 14.3.17 R

A company2 must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital:

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  1. (1)

    any proposed change in its capital structure including the structure of its listeddebt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress;

  2. (2)

    [deleted]1

    1
  3. (3)

    any redemption of listedshares4 including details of the number of shares4 redeemed and the number of shares4 of that class outstanding following the redemption;

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  4. (4) 1

    [deleted]1

  5. (5)

    any extension of time granted for the currency of temporary documents of title;

  6. (6)

    [deleted]1

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  7. (7)

    the results of any new issue of listedequity securities or of a public offering of existing shares or other equity securities.

LR 14.3.18 R

Where the shares4 are subject to an underwriting agreement a company2 may, at its discretion and subject to the disclosure requirements and contents of DTR 27 delay notifying a RIS as required by LR 14.3.17R (7) for up to two business days until the obligation by the underwriter to take or procure others to take shares4 is finally determined or lapses. In the case of an issue or offer of shares4 which is not underwritten, notification of the result must be made as soon as it is known.

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LR 14.3.19 R

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LR 14.3.20 R

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LR 14.3.21 R

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Compliance with the transparency rules

LR 14.3.22 G

1A company2, whose securities are admitted to trading on a regulated market, should consider its obligations under DTR 4 (Periodic financial reporting), DTR 5 (Vote holder and issuer notification rules) and DTR 6 (Access to information).

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LR 14.3.23 R

1A listed company that is not already required to comply with the transparency rules (or with corresponding requirements imposed by another EEA Member State) must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules.

LR 14.3.24 R

2A listed company that is not already required to comply with DTR 7.2 (Corporate governance statements), or with corresponding requirements imposed by another EEA State, must comply with DTR 7.2 as if it were an issuer to which that section applies.