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Status: You are viewing the version of the handbook as on 2009-03-31.

LR 18.2 Requirements for listing

Issuer of securities is taken to be the issuer

LR 18.2.1RRP

If an application is made for the admission of certificates representing certain securities, the issuer of the securities which the certificates represent is the issuer for the purpose of the listing rules and the application will be dealt with as if it were an application for the admission of the securities.

Certificates representing certain securities

LR 18.2.2RRP

For certificates representing certain securities to be admitted to listing an issuer of the securities which the certificates represent must comply with LR 18.2.3 R to LR 18.2.7 G.

LR 18.2.3RRP

An issuer must be:

  1. (1)

    duly incorporated or otherwise validly established according to the relevant laws of its place of incorporation or establishment; and

  2. (2)

    operating in conformity with its constitution. [Note: Articles 42 and 52 CARD]

LR 18.2.4RRP

For the certificates to be listed, the securities which the certificates represent must:

  1. (1)

    conform with the law of the issuer's place of incorporation;

  2. (2)

    be duly authorised according to the requirements of the issuer's constitution; and

  3. (3)

    have any necessary statutory or other consents. [Note: Articles 45 and 53 CARD]

LR 18.2.5RRP
  1. (1)

    For the certificates to be listed, the securities which the certificates represent must be freely transferable. [Note: Articles 46, 54 and 60 CARD]

  2. (2)

    For the certificates to be listed, the securities which the certificates represent must be fully paid and free from all liens and from any restriction on the right of transfer (except any restriction imposed for failure to comply with a notice under section 793 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)).1

    1
LR 18.2.6GRP

The FSA may modify LR 18.2.5 R to allow partly paid securities if it is satisfied that their transferability is not restricted and investors have been provided with appropriate information to enable dealings in the securities to take place on an open and proper basis. [Note: Articles 46 and 54 CARD]

LR 18.2.7GRP

The FSA may, in exceptional circumstances, modify or dispense with LR 18.2.5 R where the issuer has the power to disapprove the transfer of securities if the FSA is satisfied that this power would not disturb the market in those securities.

Certificates representing equity securities of an overseas company

LR 18.2.8RRP
  1. (1)

    If an application is made for the admission of a class of certificates representing shares of an overseas company, a sufficient number of certificates 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 certificates are listed in the state or states.

  3. (3)

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

  4. (4)

    For the purposes of paragraphs (1), (2) and (3), certificates are not held in public hands if they are held, directly or indirectly by:

    1. (a)

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

    2. (b)

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

    3. (c)

      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. (d)

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

    5. (e)

      any person or persons in the same group or persons acting in concert 1who have an interest in 5% or more of the certificates of the relevant class.

LR 18.2.9GRP

The FSA may modify LR 18.2.8 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 certificates of the same class and the extent of their distribution to the public. For that purpose, the FSA may take into account certificates 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]

Certificates representing equity securities of a UK company

LR 18.2.10R

Certificates representing equity shares of a company incorporated in the United Kingdom will be admitted to listing only if the shares they represent are already listed or are the subject of an application for listing at the same time.

Certificates representing securities of an investment entity.

LR 18.2.10ARRP

2Certificates representing equity securities of an investment entity (wherever incorporated or established) will be admitted to listing only if the equity securities they represent are already listed or are the subject of an application for listing at the same time.

Additional requirements for the certificates

LR 18.2.11RRP

To be listed, the certificates representing certain securities must satisfy the requirements set out in LR 2.2.2 R to LR 2.2.11 R. For this purpose, in those rules references to securities are to be read as references to the certificates representing certain securities for which application for listing is made.

LR 18.2.12RRP

To be listed, the certificates representing certain securities must not impose obligations on the depositary that issues the certificates except to the extent necessary to protect the certificate-holders rights to, and the transmission of entitlements of, the securities.

Additional requirements for a depositary

LR 18.2.13R

A depositary that issues certificates representing certain securities must be a suitably authorised and regulated financial institution acceptable to the FSA.

LR 18.2.14RRP

A depositary that issues certificates representing certain securities must hold on trust (or under equivalent arrangements) for the sole benefit of the certificate holders the securities to which the certificates relate, all rights relating to the securities and all money and benefits that it may receive in respect of them, subject only to payment of the remuneration and proper expenses of the issuer of the certificates.