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LR 17.1 Application

LR 17.1.1 R

1This chapter applies to

  1. (1)

    an issuer of any of the following types of securities:

    1. (a)

      debt securities;

    2. (b)

      asset-backed securities;

    3. (c)

      certificates representing debt securities;

      2
    4. (d)

      specialist securities of the following types:

      1. (i)

        convertible securities which convert to debt securities;

      2. (ii)

        convertible securities which convert to equity securities;

        2
      3. (iii)

        convertible securities which are exchangeable for securities of another company; and 2

      4. (iv)

        preference shares2

LR 17.1.2 G

An issuer, as described in LR 17.1.1 R includes:

  1. (1)

    a state monopoly;

  2. (2)

    a state finance organisation;

  3. (3)

    a statutory body; and

  4. (4)

    an OECD state guaranteed issuer.

LR 17.1.3 G

A state, a regional or local authority or a public international body with listed debt securities should see LR 17.5 for its continuing obligations

LR 17.2 Requirements for listing and listing applications

Requirements for listing

LR 17.2.1 G

An issuer to whom this chapter applies will need to comply with LR 2 (Requirements for listing - all securities).

Listing Applications

LR 17.2.2 G

An issuer to whom this chapter applies will need to comply with LR 3 (Listing applications).

LR 17.3 Requirements with continuing application

Copies of documents

LR 17.3.1 R
  1. (1)

    An issuer must forward to the FCA, for publication through the document viewing facility, two copies of any document required by LR 17.3 or LR 17.4 at the same time the document is issued.

  2. (2)

    An issuer must notify a RIS as soon as possible when a document has been forwarded to the FCA under paragraph (1) unless the full text of the document is provided to the RIS.

  3. (3)

    A notification made under paragraph (2) must set out where copies of the relevant document can be obtained.

Admission to trading

LR 17.3.2 R
  1. (1)

    An issuer'ssecurities must be admitted to trading on a RIE's market for listed securities at all times.

  2. (2)

    An issuer must inform the FCA in writing without delay if it has:

    1. (a)

      requested a RIE to admit or re-admit any of its listed securities to trading; or

    2. (b)

      requested a RIE to cancel or suspend trading of any of its listed securities; or

    3. (c)

      been informed by a RIE that the trading of any of its listed securities will be cancelled or suspended.

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LR 17.3.3 R

[deleted]1

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Annual accounts

LR 17.3.3A R

LR 17.3.4 R to LR 17.3.6 G apply to an issuer that is not already required to comply with DTR 4.

LR 17.3.4 R
  1. (1)

    An issuer must publish its annual report and annual accounts as soon as possible after they have been approved.

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  2. (2)

    An issuer must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.

  3. (3)

    The annual report and accounts must:1

    1. (a)

      have been prepared in accordance with the issuer's national law and, in all material respects, with national accounting standards or IAS; and1

    2. (b)

      have been independently audited and reported on, in accordance with:

      1. (i)

        the auditing standards applicable in an EEA State; or1

      2. (ii)

        an equivalent auditing standard.1

LR 17.3.5 G
  1. (1)

    If an issuer prepares both own and consolidated annual accounts it may publish either form provided that the unpublished accounts do not contain any significant additional information.

    1
  2. (2)

    If the annual accounts do not give a true and fair view of the assets and liabilities, financial position and profits or losses of the issuer or group, additional information must be provided to the satisfaction of the FCA.

    1
  3. (3)

    An issuer incorporated or established in a non-EEA State which is not required to draw up its accounts so as to give a true and fair view but is required to draw them up to an equivalent standard, may draw up its accounts to this equivalent standard.

LR 17.3.6 G

An issuer that meets the following criteria is not required to comply with LR 17.3.4 R:

  1. (1)

    The issuer is an issuer of asset backed securities and would if it were a debt issuer to which DTR 4 applied be relieved of the obligations to draw up and publish annual and 3 half yearly financial reports in accordance with DTR 4.4.2 R provided the issuer is not otherwise required to comply with any other requirement for the publication of annual reports and accounts.1

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  2. (2)
    1. (a)

      the issuer:

      1. (i)

        is a wholly owned subsidiary of a listed company;

      2. (ii)

        issues listed securities that are unconditionally and irrevocably guaranteed by the issuer'slisted holding company or equivalent arrangements are in place;

      3. (iii)

        is included in the consolidated accounts of its listed holding company; and

      4. (iv)

        is not required to comply with any other requirement for the preparation of annual report and accounts; and

    2. (b)

      non publication of the issuer's accounts would not be likely to mislead the public with regard to facts and circumstances that are essential for assessing the securities.

LR 17.3.7 R
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[deleted]1

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Disclosure requirements and transparency rules1

LR 17.3.8 G

An issuer, whose securities are admitted to trading on a regulated market in the United Kingdom, should consider the4 obligations referred to4 under articles 17 and 18 of the Market Abuse Regulation4.

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LR 17.3.9 R

An issuer that is not already required to comply with the obligations under articles 17 and 18 of the Market Abuse Regulation4 must comply with those obligations4 as if it were an issuer for the purposes of articles 17 and 18 of the Market Abuse Regulation4 and the transparency rules, subject to article 22 of the Market Abuse Regulation4.

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LR 17.3.9A G

1An issuer, 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).

LR 17.3.9B R

1An issuer that is not already required to comply with the transparency rules must comply with DTR 6.3 as if it were an issuer for the purposes of the transparency rules.

Amendments to trust deeds

LR 17.3.10 R

An issuer must ensure that any circular it issues to holders of its listed securities about proposed amendments to a trust deed includes:

  1. (1)

    an explanation of the effect of the proposed amendments; and

  2. (2)

    either the full terms of the proposed amendments, or a statement that they will be available for inspection:

    1. (a)

      from the date the circular is sent until the close of the relevant general meeting at a place in or near the City of London or such other place as the FCA may determine; and

    2. (b)

      at the place of the general meeting for at least 15 minutes before and during the meeting.

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Early redemptions

LR 17.3.12 R
  1. (1)

    An issuer must ensure that any circular it issues to holders of its listed securities relating to a resolution proposing to redeem listed securities before their due date for redemption includes:

    1. (a)

      an explanation of the reasons for the early redemption;

    2. (b)

      a statement of the market values for the securities on the first dealing day in each of the six months before the date of the circular and on the latest practicable date before sending the circular;

    3. (c)

      a statement of any interests of any director in the securities;

    4. (d)

      if there is a trustee, or other representative, of the holders of the securities to be redeemed, a statement that the trustee, or other representative, has given its consent to the issue of the circular or stated that it has no objection to the resolution being put to a meeting of the securities holders;

    5. (e)

      the timetable for redemption; and

    6. (f)

      an explanation of the procedure to be followed by the securities holders.

  2. (2)

    The circular must not contain specific advice about whether or not to accept the proposal for redemption.

  3. (3)

    The timetable for redemption in the circular must have been approved by the RIE on which the listed securities are traded.

Documents of title

LR 17.3.13 R

An issuer must ensure that any definitive document of title for a security (other than a bearer security) includes the following matters on its face (or on the reverse in the case of paragraph (5)):

  1. (1)

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

  2. (2)

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

  3. (3)

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

  4. (4)

    if applicable, the minimum amount and multiples thereof in which the security is transferable; and2

  5. (5)

    [deleted]2

    2
  6. (6)

    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.

LR 17.4 1[deleted]1

LR 17.4.1 R

[deleted]1

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LR 17.4.2 R

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LR 17.4.3 R

[deleted]1

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LR 17.4.4 G

[deleted]1

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LR 17.4.5 R

[deleted]1

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LR 17.4.6 R

[deleted]1

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LR 17.4.7 R

In the case of debtsecurities guaranteed by another company, an issuer must submit to the FCA the annual report and accounts of the company that is providing the guarantee unless that company is listed or adequate information is otherwise available.

LR 17.4.8 R

In the case of convertible securities which are exchangeable for securities of another company, an issuer must submit to the FCA the annual report and accounts of that other company unless that company is listed or adequate information is otherwise available.

Disclosure: asset-backed securities

LR 17.4.9 R

Where an issuer proposes to issue further debt securities that are:

  1. (1)

    backed by the same assets; and

  2. (2)

    not fungible with existing classes of debt securities; or

  3. (3)

    not subordinated to existing classes of debt securities;

the issuer must inform the holders of the existing classes of debt securities.

LR 17.5 Requirements for states, regional and local authorities and public international bodies

LR 17.5.1 R

This chapter does not apply to a state, a regional or local authority and a public international body with listed debt securities except that such an issuer must comply with LR 17.3.2 R (Admission to trading).1

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Compliance with transparency rules1

LR 17.5.2 R
  1. (1)

    1This rule applies to a state, a regional or local authority and a public international body with listeddebt securities for whom the United Kingdom is its home Member State for the purposes of the Transparency Directive.

  2. (2)

    An issuer referred to in paragraph (1) that is not already required to comply with the transparency rules must comply with:

    1. (a)

      DTR 5.6.3 R (disclosure of changes in rights);

    2. (b)

      [deleted]2

    3. (c)

      DTR 6.1.3 R (2) (equality of treatment);

    4. (d)

      DTR 6.2 (Filing information and use of language); and

    5. (e)

      DTR 6.3 (Dissemination of information).