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LR 2.2 Requirements for all securities

Incorporation

LR 2.2.1 R

An applicant (other than a public sector 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]

Validity

LR 2.2.2 R

To be listed, securities must:

  1. (1)

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

  2. (2)

    be duly authorised according to the requirements of the applicant'sconstitution; and

  3. (3)

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

Admission to trading

LR 2.2.3 R

Other than in regard to securities to which LR 4 applies, to2 be listed, equity shares3 must be admitted to trading on a regulated market for listed securities operated by a RIE. All other securities must be admitted to trading on a 2RIE's market for listedsecurities.

2 3 2 2

Transferability

LR 2.2.4 R
  1. (1)

    To be listed, securities must be freely transferable. [Note: articles 46, 54 and 60 CARD]

  2. (2)

    To be listed, shares 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 2.2.5 G

The FCA may modify LR 2.2.4 R to allow partly paid securities to be listed 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 2.2.6 G

The FCA may in exceptional circumstances modify or dispense with LR 2.2.4 R where the applicant has the power to disapprove the transfer of shares if the FCA is satisfied that this power would not disturb the market in those shares. [Note: article 46 CARD]

Market capitalisation

LR 2.2.7 R
  1. (1)

    The expected aggregate market value of all securities (excluding treasury shares) to be listed must be at least:

    1. (a)

      £700,000 for shares; and

    2. (b)

      £200,000 for debt securities.

  2. (2)

    Paragraph (1) does not apply to tap issues where the amount of the debt securities is not fixed.

  3. (3)

    Paragraph (1) does not apply if securities of the same class are already listed. [Note: articles 43 and 48 CARD]

LR 2.2.8 G

The FCA may modify LR 2.2.7 R to admit securities of a lower value if it is satisfied that there will be an adequate market for the securities concerned. [Note: articles 43 and 58 CARD]

Whole class to be listed

LR 2.2.9 R

An application for listing of securities of any class must:

  1. (1)

    if no securities of that class are already listed, relate to all securities of that class, issued or proposed to be issued; or

  2. (2)

    if securities of that class are already listed, relate to all further securities of that class, issued or proposed to be issued. [Note: articles 49, 56 and 62 CARD]

Prospectus

LR 2.2.10 R
  1. (1)

    This rule applies if under the Act or under the law of another EEA State:

    1. (a)

      a prospectus must be approved and published for the securities; or

    2. (b)

      the applicant is permitted and elects to draw up a prospectus for the securities.

  2. (2)

    To be listed:

    1. (a)

      a prospectus must have been approved by the FCA and published in relation to the securities; or

    2. (b)

      if another EEA State is the Home Member State for the securities, the relevant competent authority must have supplied the FCA with:

      1. (i)

        a certificate of approval;

      2. (ii)

        a copy of the prospectus as approved; and

      3. (iii)

        (if applicable) a translation of the summary of the prospectus.

Listing particulars

LR 2.2.11 R
  1. (1)

    This rule applies if, under LR 4, listing particulars must be approved and published for securities.

  2. (2)

    To be listed, listing particulars for the securities must have been approved by the FCA and published in accordance with LR 4.

Convertible securities and miscellaneous securities carrying the right to buy or subscribe for other securities2

LR 2.2.12 R

Convertible securities and miscellaneous securities giving the holder the right to buy or subscribe for other securities2may be admitted to listing only if the securities into which they are convertible or over which they give a right to buy or subscribe2are already, or will become at the same time:

  1. (1)

    listedsecurities; or

  2. (2)

    securities listed on a regulated, regularly operating, recognised open market. [Note: article 59 CARD]

LR 2.2.13 G

The FCA may dispense with LR 2.2.12 R if it is satisfied that holders of the convertible securities have at their disposal all the information necessary to form an opinion about the value of the underlying securities. [Note: article 59 CARD]

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LR 2.2.14 R

[deleted]2

2
LR 2.2.15 R

[deleted]4

4
  1. (1) 4
  2. (2) 4