LR 21.1 Application

LR 21.1.1 R
LR 21.1.2 R
LR 21.1.3 R

1 LR 21.6 to LR 21.10 apply in respect of a premium listing (sovereign controlled commercial company) of certificates representing shares and apply to:

  1. (1)

    a depositary; and

  2. (2)

    an issuer of the equity shares which are represented by certificates.

LR 21.2 Requirements for listing: Equity shares

LR 21.2.1 R

1To be listed, an applicant must comply with:

  1. (1)

    LR 2 (Requirements for listing: All securities);

  2. (2)

    LR 6 (Additional requirements for premium listing (commercial company)) except LR 6.1.1R and subject to the modifications and additional requirements set out in LR 21.2.2G to LR 21.2.5R; and

  3. (3)

    LR 21.2.6R and LR 21.2.7R.

LR 21.2.2 G

1For the purposes of LR 21.2.1R(2), in LR 6.4.3G factors that may indicate that an applicant does not satisfy LR 6.4.1R also include situations where an applicant has granted or may be required to grant security over its business in connection with the funding of a sovereign controlling shareholder.

LR 21.2.3 R

1For the purposes of LR 21.2.1R(2), in LR 6.5 references to a controlling shareholder must be read as excluding a sovereign controlling shareholder.

LR 21.2.4 R
LR 21.2.5 R

1 LR 21.2.1R(2) does not apply where:

  1. (1)

    the applicant meets the following conditions:

    1. (a)

      it has an existing premium listing (sovereign controlled commercial company) of equity shares;

    2. (b)

      it is applying for the admission of equity shares of the same class as the shares that have been admitted to premium listing; and

    3. (c)

      it is not entering into a transaction classified as a reverse takeover; or

  2. (2)

    the following conditions are met:

    1. (a)

      a company has an existing premium listing (sovereign controlled commercial company) of equity shares;

    2. (b)

      the applicant is a new holding company of the company in (a); and

    3. (c)

      the company in (a) is not entering into a transaction classified as a reverse takeover.

LR 21.2.6 R
LR 21.2.7 R

1To comply with LR 21.2.6R, a State which is a sovereign controlling shareholder must be either:

  1. (1)

    recognised by the government of the UK as a State at the time the application is made; or

  2. (2)

    the UK.

LR 21.3 Listing applications and procedures: Equity shares

LR 21.3.1 G

1An applicant is required to comply with LR 3 (Listing applications: All securities).

Sponsors

LR 21.3.2 G

1An applicant that is seeking admission of its equity shares is required to retain a sponsor in accordance with LR 8 (Sponsors: Premium listing).

LR 21.3.3 R

1An applicant must appoint a sponsor on each occasion that it makes an application for admission of equity shares which requires the production of listing particulars.

LR 21.4 Continuing obligations: Equity shares

LR 21.4.1 R

1A listed company must comply with:

  1. (1)

    LR 9 (Continuing obligations) subject to the modifications and additional requirements set out in LR 21.4.2G to LR 21.4.4R;

  2. (2)

    LR 10 (Significant transactions: Premium listing);

  3. (3)

    LR 12 (Dealing in own securities and treasury shares: Premium listing); and

  4. (4)

    LR 13 (Contents of circulars: Premium listing) subject to the modifications set out in LR 21.4.3R.

LR 21.4.2 G

1For the purposes of LR 21.4.1R(1), in LR 9.2.2AAG factors that may indicate that a listed company does not satisfy LR 9.2.2AR also include situations where a listed company has granted or may be required to grant security over its business in connection with the funding of a sovereign controlling shareholder.

LR 21.4.3 R

1For the purposes of LR 21.4.1R(1) and LR 21.4.1R(4), references to controlling shareholder must be read as excluding a sovereign controlling shareholder in, or for the purposes of, the following:

  1. (1)

    LR 9.2.2ABR and LR 9.2.2ACG;

  2. (2)

    LR 9.2.2ADR(1);

  3. (3)

    LR 9.2.2BR;

  4. (4)

    LR 9.2.2CR;

  5. (5)

    LR 9.2.2GR and LR 9.2.2HG;

  6. (6)

    LR 9.8.4 R(11);

  7. (7)

    LR 9.8.4R(14); and

  8. (8)

    LR 13.8.18R

LR 21.4.4 R

1For the purposes of LR 21.4.1R(1):

  1. (1)

    in the second sentence of LR 9.2.21R the reference to the provisions of LR 5.4A.4R(3)(b)(ii) and LR 5.4A.4R(3)(c)(ii) must be read as a reference to the provisions of LR 5.4A.4R(3)(d)(ii);

  2. (2)

    in LR 9.2.26G the reference to LR 9.2 must be read as a reference to LR 9.2 as modified by LR 21.4; and

  3. (3)

    in LR 9.8.4CR the reference to LR 9.8.4R must be read as a reference to LR 9.8.4R as modified by LR 21.4.3R.

LR 21.4.5 G

Additional requirements: sovereign controlling shareholder

LR 21.4.6 R
LR 21.4.7 R

1To comply with LR 21.4.6R, a State which is a sovereign controlling shareholder must be either:

  1. (1)

    recognised by the government of the UK as a State; or

  2. (2)

    the UK.

LR 21.4.8 R

1A listed company must notify the FCA without delay if it no longer complies with the continuing obligation set out in LR 21.4.6R.

LR 21.4.9 G

1Where a listed company is unable to comply with the continuing obligation set out in LR 21.4.6R, it should consider seeking a cancellation of listing or applying for a transfer of its listing category. In particular, the listed company should note LR 5.2.2G(2) and LR 5.4A.17G.

Sponsors

LR 21.4.10 G

1A listed company should consider the requirements in LR 8.2 (When a sponsor must be appointed or its guidance obtained) and LR 8.5 (Responsibilities of listed companies), subject to the modification to LR 8.2.3R in LR 21.5.3R.

LR 21.5 Transactions with related parties: Equity shares

LR 21.5.1 R

1A listed company must comply with LR 11 (Related party transactions: Premium listing) subject to the modifications in LR 21.5.2R.

LR 21.5.2 R

1For the purposes of LR 21.5.1R, in the case of a related party which is a sovereign controlling shareholder or an associate of a sovereign controlling shareholder:

  1. (1)

    the following provisions do not apply:

    1. (a)

      LR 11.1.1AR to LR 11.1.1ER;

    2. (b)

      LR 11.1.7R(2) to LR 11.1.7R(4);

    3. (c)

      LR 11.1.7CR and LR 11.1.8G;

    4. (d)

      LR 11.1.10R(2)(b); and

    5. (e)

      LR 11.1.11R(3)(a);

  2. (2)

    the following provisions are modified as follows:

    1. (a)

      LR 11.1.7AR must be read as if the words “after obtaining shareholder approval but” are omitted;

    2. (b)

      LR 11.1.9G must be read as follows:

      1. (i)

        the reference to LR 11.1.7R must be read as a reference to LR 11.1.7R as modified by LR 21.5.2R(1); and

      2. (ii)

        as if the words “and LR 11.1.8G” are omitted;

    3. (c)

      LR 11.1.11R(1) must be read as if the words “and the transactions or arrangements have not been approved by shareholders” are replaced by “and LR 11.1.11R(2) as modified by LR 21.5.2R(2)(d) has not been complied with in relation to these transactions or arrangements”; and

    4. (d)

      LR 11.1.11R(2) must be read as follows:

      1. (i)

        as if the first sentence is omitted and replaced by the following sentence “If any percentage ratio is 5% or more for the aggregated transactions or arrangements, the listed company must comply with LR 11.1.7R as modified by LR 21.5.2R(1) in respect of the latest transaction or arrangement, and details of each of the transactions or arrangements being aggregated must be included in the notification required by LR 11.1.7R(1).”; and

      2. (ii)

        as if the “Note” is omitted.

LR 21.5.3 R

1The requirement in LR 8.2.3R to obtain the guidance of a sponsor does not apply where a listed company is proposing to enter into a transaction which is, or may be, a related party transaction and the related party concerned is a sovereign controlling shareholder or an associate of a sovereign controlling shareholder, unless the related party transaction is, or may be, a purchase by the listed company of its own equity securities or preference shares.

LR 21.5.4 G

LR 21.6 Requirements for listing: Certificates representing shares

Issuer of equity shares is taken to be the issuer

LR 21.6.1 R

1If an application is made for the admission of certificates representing shares:

  1. (1)

    the issuer of the equity shares which the certificates represent is the issuer for the purpose of the listing rules; and

  2. (2)

    the application will be dealt with as if it were an application for the admission of the equity shares.

Certificates representing shares

LR 21.6.2 R

1For certificates representing shares to be admitted to listing, an issuer of the equity shares which the certificates represent must comply with LR 21.6.3R to LR 21.6.8R.

LR 21.6.3 R

1An 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: article 42 of CARD]

LR 21.6.4 R

1For the certificates to be listed, the equity shares 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’sconstitution; and

  3. (3)

    have any necessary statutory or other consents.

[Note: article 45 of CARD]

LR 21.6.5 R
  1. (1)

    1For the certificates to be listed, the equity shares which the certificates represent must be freely transferable.

[Note: article 46 of CARD]

  1. (2)

    For the certificates to be listed, the equity shares 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)).

LR 21.6.6 G

1The FCA may modify LR 21.6.5R to allow partly paid equity shares if it is satisfied that their transferability is not restricted and investors have been provided with appropriate information to enable dealings in the equity shares to take place on an open and proper basis.

[Note: article 46 of CARD]

LR 21.6.7 G

1The FCA may, in exceptional circumstances, modify or dispense with LR 21.6.5R where the issuer has the power to disapprove the transfer of equity shares if the FCA is satisfied that this power would not disturb the market in those equity shares.

LR 21.6.8 R
  1. (1)

    1For the certificates to be listed, the applicant must demonstrate that the rights attaching to the equity shares which the certificates represent are capable of being exercised by the holders of the certificates as if they were the holders of the relevant equity shares.

  2. (2)

    For the certificates to be listed, the applicant must demonstrate that it has arrangements in place which enable the holders of the certificates to exercise the rights attaching to the equity shares which the certificates represent as if they were the holders of the relevant equity shares.

Additional requirements for the issuer

LR 21.6.9 R

1For certificates representing shares to be admitted to listing, an issuer must comply with:

  1. (1)

    LR 6 (Additional requirements for premium listing (commercial company)) except LR 6.1.1R and LR 6.14.1R to LR 6.15.1R and subject to the modifications and additional requirements set out in LR 21.6.10G to LR 21.6.13R; and

  2. (2)

    LR 21.6.14R to LR 21.6.21R.

LR 21.6.10 G

1For the purposes of LR 21.6.9R(1), in LR 6.4.3G factors that may indicate that an applicant does not satisfy LR 6.4.1R also include situations where an applicant has granted or may be required to grant security over its business in connection with the funding of a sovereign controlling shareholder.

LR 21.6.11 R

1For the purposes of LR 21.6.9R(1), in LR 6.5 references to a controlling shareholder must be read as excluding a sovereign controlling shareholder.

LR 21.6.12 R

1For the purposes of LR 21.6.9R(1), references to shares or equity shares must be read as references to certificates representing shares in the following:

  1. (1)

    LR 6.3.2G(2);

  2. (2)

    LR 6.4.2G;

  3. (3)

    LR 6.5.2G;

  4. (4)

    LR 6.6.2G;

  5. (5)

    LR 6.7.1R;

  6. (6)

    LR 6.10.1R;

  7. (7)

    LR 6.10.2R;

  8. (8)

    LR 6.10.3R(1);

  9. (9)

    LR 6.11.1R; and

  10. (10)

    LR 6.12.1R.

LR 21.6.13 R

1 LR 21.6.9R(1) does not apply where:

  1. (1)

    the applicant meets the following conditions:

    1. (a)

      it has an existing premium listing (sovereign controlled commercial company) of certificates representing shares;

    2. (b)

      it is applying for the admission of certificates representing shares of the same class as the certificates that have been admitted to premium listing; and

    3. (c)

      it is not entering into a transaction classified as a reverse takeover; or

  2. (2)

    the following conditions are met:

    1. (a)

      a company has an existing premium listing (sovereign controlled commercial company) of certificates representing shares;

    2. (b)

      the applicant is a new holding company of the company in (a); and

    3. (c)

      the company in (a) is not entering into a transaction classified as a reverse takeover.

LR 21.6.14 R

1If the prospectus or listing particulars for the certificates representing shares that are being admitted does not include a working capital statement which demonstrates that LR 6.7.1R is satisfied, then:

  1. (1)

    an applicant must prepare and publish a working capital statement which demonstrates that LR 6.7.1R is satisfied;

  2. (2)

    the working capital statement required by paragraph (1) must be prepared in accordance with item 3.1 of Annex 3 of the PD Regulation; and

  3. (3)

    the working capital statement required by paragraph (1) must be published at the same time as the prospectus or listing particulars, as applicable.

LR 21.6.15 R

1A working capital statement published for the purposes of LR 21.6.14R must be published by means of a RIS.

LR 21.6.16 R
LR 21.6.17 R

1To comply with LR 21.6.16R, a State which is a sovereign controlling shareholder must be either:

  1. (1)

    recognised by the government of the UK as a State at the time the application is made; or

  2. (2)

    the UK.

Certificates in public hands

LR 21.6.18 R
  1. (1)

    1If an application is made for the admission of a class of certificates representing shares, 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:

    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 certificates of the relevant class; or

    2. (b)

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

[Note: article 48 of CARD]

LR 21.6.19 G
  1. (1)

    1The FCA may modify LR 21.6.18R 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.

    [Note: article 48 of CARD]

  2. (2)

    In considering whether to grant a modification, the FCA may take into account the following specific factors:

    1. (a)

      certificates of the same class that are held (even though they are not listed) in states that are not EEA States;

    2. (b)

      the number and nature of the public holders of certificates; and

    3. (c)

      in relation to premium listing (sovereign controlled commercial company) whether the expected market value of the certificates in public hands at admission exceeds £100 million.

LR 21.6.20 G

1When calculating the number of certificates for the purposes of LR 21.6.18R(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.

Certificates of a non-EEA company

LR 21.6.21 R

1The FCA will not admit certificates representing shares of an applicant incorporated in a non-EEA State where the class of equity shares which the certificates represent is not listed either in its country of incorporation or in the country in which a majority of its equity shares are held, unless the FCA is satisfied that the absence of listing is not due to the need to protect investors.

[Note: article 51 of CARD]

Additional requirements for the certificates

LR 21.6.22 R
  1. (1)

    1To be listed, the certificates representing shares must satisfy the requirements set out in LR 2.2.2R and LR 2.2.4R to LR 2.2.11R.

  2. (2)

    For this purpose, in those rules references to securities must be read as references to the certificates representing shares for which application for listing is made.

LR 21.6.23 R

1To be listed, the certificates representing shares must be admitted to trading on a regulated market for listed securities operated by a RIE.

LR 21.6.24 R

1To be listed, the certificates representing shares 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 equity shares.

Additional requirements for a depositary

LR 21.6.25 R

1A depositary that issues certificates representing shares must maintain adequate arrangements to safeguard certificate holders’ rights to the equity shares to which the certificates relate, and to all rights relating to the equity shares 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.

LR 21.6.26 G

1The requirement to maintain adequate arrangements to safeguard all rights relating to the equity shares includes enabling the holders of the certificates representing shares to exercise the votes attaching to the equity shares to which the certificates relate. A depositary must not vote or attempt to exercise the votes attaching to the equity shares to which the certificates relate except pursuant to and in accordance with instructions from the holders of the certificates representing shares.

LR 21.7 Listing applications and procedures: Certificates representing shares

LR 21.7.1 R

1An applicant for admission of certificates representing shares must comply with LR 3.2 and LR 3.4.4R to LR 3.4.6R subject to the modification and additional requirement set out in LR 21.7.2R.

LR 21.7.2 R

1In addition to the documents referred to in LR 3.4.6R, an applicant for admission of certificates representing shares must keep a copy of the executed deposit agreement for six years after the admission of the relevant certificates.

Sponsors

LR 21.7.3 G

1An applicant that is seeking admission of certificates representing shares is required to retain a sponsor in accordance with LR 8 (Sponsors: Premium listing).

LR 21.7.4 R

1An applicant must appoint a sponsor on each occasion that it makes an application for admission of certificates representing shares which requires the production of listing particulars.

LR 21.8 Continuing obligations: Certificates representing shares

Compliance with LR 9 (Continuing obligations)

LR 21.8.1 R

1A listed company must comply with LR 9 (Continuing obligations) except:

  1. (1)

    LR 9.2.1R to LR 9.2.2R;

  2. (2)

    LR 9.2.5G to LR 9.2.6BR;

  3. (3)

    LR 9.2.15R to LR 9.2.15AG;

  4. (4)

    LR 9.2.21R to LR 9.2.22G; and

  5. (5)

    LR 9.2.26G; and

subject to the modifications and additional requirements set out in LR 21.8.2R to LR 21.8.12R.

LR 21.8.2 R

1For the purposes of LR 21.8.1R, references to the listed company or the issuer must be read as references to the issuer of the equity shares which the certificates represent in LR 9.

LR 21.8.2A R

1For the purposes of LR 21.8.1R, in LR 9.2.23R the reference to LR 9.2.21R should be read as a reference to LR 21.8.22R.

LR 21.8.3 G

1For the purposes of LR 21.8.1R, in LR 9.2.2AAG factors that may indicate that a listed company does not satisfy LR 9.2.2AR also include situations where a listed company has granted or may be required to grant security over its business in connection with the funding of a sovereign controlling shareholder.

LR 21.8.4 R

1For the purposes of LR 21.8.1R, references to controlling shareholder must be read as excluding a sovereign controlling shareholder in, or for the purposes of, the following:

  1. (1)

    LR 9.2.2ABR and LR 9.2.2ACG;

  2. (2)

    LR 9.2.2ADR(1);

  3. (3)

    LR 9.2.2BR;

  4. (4)

    LR 9.2.2CR;

  5. (5)

    LR 9.2.2GR and LR 9.2.2HG;

  6. (6)

    LR 9.8.4 R(11); and

  7. (7)

    LR 9.8.4R(14).

LR 21.8.5 G

1For the purposes of obtaining the shareholder approvals required by:

  1. (1)

    LR 9.2.2ER;

  2. (2)

    LR 9.2.2FR;

  3. (3)

    LR 9.4.1R(2);

  4. (4)

    LR 9.4.4R(2); and

  5. (5)

    LR 9.5.10R(3)(a),

a listed company is required under LR 21.8.13R to ensure that the holders of its certificates representing shares are able to exercise the votes attaching to the equity shares which the certificates represent on any shareholder vote.

LR 21.8.6 G

1For the purposes of LR 9.3.11R the listed company is required under LR 21.8.13R to ensure that, where the offer is made to holders of the class of equity shares which the certificates represent, the holders of its certificates representing shares have an equal opportunity to participate in the offer.

LR 21.8.7 R

1For the purposes of LR 21.8.1R, LR 9.5 is modified as follows:

  1. (1)

    in LR 9.5.1R(4) the equity securities which are the subject of the rights issue must be of the same class as the equity shares which are represented by the listedcertificates representing shares;

  2. (2)

    LR 9.5.3G does not apply;

  3. (3)

    in LR 9.5.10R(1):

    1. (a)

      the reference to a class already listed must be read as a reference to a class of equity shares which the listed certificates represent; and

    2. (b)

      for the purposes of LR 9.5.10R, if the equity shares are not listed, then the middle market price of those equity shares shall be determined by reference to the middle market price of the listedcertificates representing shares; and

  4. (4)

    a listed company must comply with the requirements in LR 9.5.15R and LR 9.5.16R so far as relevant to certificates representing shares.

LR 21.8.8 G

1For the purposes of LR 21.8.1R, in LR 9.5 the listed company is required under LR 21.8.13R to ensure that in relation to:

  1. (1)

    any rights issue; or

  2. (2)

    any open offer where the offer relates to the class of equity shares which the certificates represent,

the holders of its certificates representing shares have an equal opportunity to participate in the rights issue or open offer.

LR 21.8.9 R

1In addition to complying with LR 9.6.2R, a listed company must also forward to the FCA, for publication through the document viewing facility, two copies of all resolutions passed by the holders of the listedcertificates representing shares. It must also comply with the notification requirements set out in LR 9.6.3R in relation to such resolutions.

LR 21.8.10 R

1For the purposes of LR 21.8.1R:

  1. (1)

    in LR 9.6.4R(3) the reference to listedshares must be read as a reference to equity shares of the class which the certificates represent; and

  2. (2)

    in LR 9.8.4CR the reference to LR 9.8.4R must be read as a reference to LR 9.8.4R as modified by LR 21.8.4R.

LR 21.8.11 R

1In addition to complying with LR 9.6.18R, a listed company must also notify a RIS as soon as possible after a meeting of the holders of the listedcertificates representing shares of all resolutions passed by the holders.

LR 21.8.12 R

1In addition to complying with LR 9.7A.2R, a listed company must comply with the notification requirements in LR 9.7A.2R in respect of the equity shares which the certificates represent.

Additional requirements: exercise of rights attaching to the equity shares which the certificates represent

LR 21.8.13 R
  1. (1)

    1The rights attaching to the equity shares which the certificates represent must at all times be capable of being exercised by the holders of the certificates as if they were the holders of the relevant equity shares.

  2. (2)

    A listed company must at all times have in place arrangements which enable the holders of the certificates to exercise the rights attaching to the equity shares which the certificates represent as if they were the holders of the relevant equity shares.

  3. (3)

    Every circular which is sent by a listed company to the holders of the equity shares which the certificates represent must be sent to the holders of its certificates representing shares at the same time as the circular is despatched to the holders of those equity shares.

Additional requirements: compliance with the disclosure requirements and transparency rules

LR 21.8.14 G

1A listed company, whose certificates representing shares are admitted to trading on a regulated market in the United Kingdom, should consider its obligations under the disclosure requirements.

LR 21.8.15 R

1A listed company that is not already required to comply with the obligations referred to under article 17 of the Market Abuse Regulation must comply with those obligations as if it were an issuer for the purposes of the disclosure requirements and transparency rules subject to article 22 of the Market Abuse Regulation.

LR 21.8.16 G

1A listed company, whose certificates representing shares 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), DTR 6 (Continuing obligations and access to information) and DTR 7 (Corporate governance).

LR 21.8.17 R

1A listed company that is not already required to comply with DTR 4, DTR 5 and DTR 6 (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 of shares for the purposes of the transparency rules.

Additional requirements: certificates in public hands and admission to trading

LR 21.8.18 R

1A listed company must comply with LR 21.6.18R at all times.

LR 21.8.19 G

1Where the FCA has modified LR 21.6.18R 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 certificates representing shares is not operating properly, the FCA may revoke the modification in accordance with LR 1.2.1R(4).

LR 21.8.20 R

1A listed company must comply with LR 21.6.23R at all times.

LR 21.8.21 R

1A listed company must inform the FCA in writing as soon as possible if it has:

  1. (1)

    requested a RIE to admit or re-admit any of its listedcertificates representing shares to trading; or

  2. (2)

    requested a RIE to cancel or suspend trading of any of its listedcertificates representing shares; or

  3. (3)

    been informed by a RIE that trading of any of its listedcertificates representing shares will be cancelled or suspended.

Additional requirements: voting on matters relevant to premium listing

LR 21.8.22 R
  1. (1)

    1Where pursuant to LR 21.8, LR 21.9 or LR 21.10 the provisions of LR 9.4, LR 9.5, LR 10, LR 11 or LR 12 require a shareholder vote to be taken, that vote must be decided by a resolution of the holders of the class of equity shares which the certificates that have been admitted to premium listing represent.

  2. (2)

    Where pursuant to LR 21.8 the provisions of LR 9.2.2ER require that the resolution must in addition be approved by the independent shareholders, only:

    1. (a)

      independent shareholders who hold equity shares of the class which the certificates that have been admitted to premium listing represent; and

    2. (b)

      holders of certificates admitted to premium listing who would be independent shareholders within (a) if they held the equity shares which the certificates represent;

    can vote.

  3. (3)

    Where the provisions of LR 5.2 or LR 5.4A require a vote of the holders of the certificates to be taken, that vote must be decided by a resolution of the holders of the listed company’scertificates representing shares that have been admitted to premium listing.

  4. (4)

    Where the provisions of LR 5.2.5R(2A) or LR 5.4A.4R(3)(e)(ii) require that the resolution must in addition be approved by holders of certificates other than the controlling shareholder, only holders of the listed company’scertificates representing shares that have been admitted to premium listing can vote.

LR 21.8.23 G
  1. (1)

    1In the case of a shareholder vote referred to in LR 21.8.22R(1) the listed company is required under LR 21.8.13R to ensure that the holders of the listedcertificates representing shares are able to exercise the votes attaching to the equity shares which the certificates represent on any shareholder vote.

  2. (2)

    The purpose of LR 21.8.22R(2) is to ensure that the election or re-election of independent directors must be approved by the independent shareholders as a class. That class includes those persons whose entitlement to vote on the election of the independent directors arises as a result of their holding of certificates representing shares that have been admitted to premium listing. Accordingly, in the case of approval by the independent shareholders referred to in LR 21.8.22R(2) the listed company is required under LR 21.8.13R to ensure that the holders of the listedcertificates representing shares are able to exercise the votes attaching to the equity shares which the certificates represent in relation to any such approval.

LR 21.8.24 G

1Where the provisions of LR 5.2.5R(2A) or LR 5.4A.4R(3)(e)(ii) require that the resolution must in addition be approved by holders of certificates other than the controlling shareholder, the controlling shareholder will include a sovereign controlling shareholder.

LR 21.8.25 G

1The FCA may modify the operation of LR 21.8.22R in exceptional circumstances, for example to accommodate the operation of:

  1. (1)

    special share arrangements designed to protect the national interest;

  2. (2)

    dual-listed company voting arrangements; and

  3. (3)

    voting rights attaching to preference shares or similar securities that are in arrears.

LR 21.8.26 G

1Where a listed company is unable to comply with a continuing obligation set out in:

  1. (1)

    LR 9.2 as modified by LR 21.8; or

  2. (2)

    LR 21.8.13R to LR 21.8.25G,

it should consider seeking a cancellation of listing or applying for a transfer of its listing category. In particular, the listed company should note LR 5.2.2G(2) and LR 5.4A.16G.

Additional requirements: working capital statement

LR 21.8.27 R

1In relation to an application for admission of certificates representing shares of an applicant that has certificates representing shares already listed:

  1. (1)

    an applicant must satisfy the FCA that it and its subsidiary undertakings (if any) have sufficient working capital available for the group’s requirements for at least the next 12 months from the date of publication of the prospectus or listing particulars for the certificates representing shares that are being admitted; and

  2. (2)

    if the prospectus or listing particulars for the certificates representing shares that are being admitted does not include a working capital statement which demonstrates that the requirement under paragraph (1) is satisfied, then:

    1. (a)

      an applicant must prepare and publish a working capital statement which demonstrates that the requirement under paragraph (1) is satisfied;

    2. (b)

      the working capital statement required by paragraph (a) must be prepared in accordance with item 3.1 of Annex 3 of the PD Regulation; and

    3. (c)

      the working capital statement required by paragraph (a) must be published at the same time as the prospectus or listing particulars, as applicable.

LR 21.8.28 R

1A working capital statement published for the purposes of LR 21.8.27R must be published by means of a RIS.

Additional requirements: sovereign controlling shareholder

LR 21.8.29 R
LR 21.8.30 R

1To comply with LR 21.8.29R, a State which is a sovereign controlling shareholder must be either:

  1. (1)

    recognised by the government of the UK as a State; or

  2. (2)

    the UK.

LR 21.8.31 R

1A listed company must notify the FCA without delay if it no longer complies with the continuing obligation set out in LR 21.8.29R.

LR 21.8.32 G

1Where a listed company is unable to comply with the continuing obligation set out in LR 21.8.29R, it should consider seeking a cancellation of listing or applying for a transfer of its listing category. In particular, the listed company should note LR 5.2.2G(2) and LR 5.4A.17G.

Change of depositary

LR 21.8.33 R

1Prior to any change of the depositary of certificates representing shares, the new depositary must satisfy the FCA that it meets the requirements of LR 21.6.22R to LR 21.6.26G.

Notification of change of depositary

LR 21.8.34 R
  1. (1)

    1An issuer of equity shares represented by listedcertificates representing shares must notify a RIS of any change of depositary.

  2. (2)

    The notification required by paragraph (1) must be made as soon as possible and in any event by 7:30 a.m. on the business day following the change of depositary, and must contain the following information:

    1. (a)

      the name, registered office and principal administrative establishment if different from the registered office of the depositary;

    2. (b)

      the date of incorporation and length of life of the depositary, except where indefinite;

    3. (c)

      the legislation under which the depositary operates and the legal form which it has adopted under the legislation; and

    4. (d)

      any changes to the information regarding the certificates representing shares.

Sponsors

LR 21.8.35 G

1A listed company should consider the requirements in LR 8.2 (When a sponsor must be appointed or its guidance obtained) and LR 8.5 (Responsibilities of listed companies), subject to the modification to LR 8.2.3R in LR 21.10.5R.

LR 21.9 Transactions and circulars: certificates representing shares

Compliance with LR 10 (Significant transactions: Premium listing)

LR 21.9.1 R

1A listed company must comply with LR 10 (Significant transactions: Premium listing) subject to the modifications and additional requirements set out in LR 21.9.2G to LR 21.9.9R.

LR 21.9.2 G

1Where a company has certificates representing shareslisted, the purpose of LR 10 is also to ensure that holders of certificates representing shares:

  1. (1)

    are notified of certain transactions entered into by the listed company; and

  2. (2)

    have the opportunity to vote on larger proposed transactions.

LR 21.9.3 R

1For the purposes of LR 21.9.1R, references to the listed company or the issuer must be read as references to the issuer of the equity shares which the certificates represent in LR 10.

LR 21.9.4 R

1For the purposes of LR 21.9.1R, in LR 10.2.7R(1)(b) the figure used to determine the market capitalisation of the listed company is calculated as follows:

  1. (1)

    where the class of equity shares which the certificates represent is listed, the aggregate market value of all the equity shares which are listed (excluding treasury shares); and

  2. (2)

    where the class of equity shares which the certificates represent is not listed:

    1. (a)

      by dividing the aggregate market value of all the equity shares which are represented by the certificates in issue by the number of equity shares represented by the certificates; and

    2. (b)

      then multiplying the result by the total number of equity shares in the class of the equity shares which the certificates represent (excluding treasury shares).

LR 21.9.5 G

1A listed company is required under LR 21.8.13R(3) to ensure that any circular which is sent to shareholders pursuant to LR 10.5.1R(2) or LR 10.5.4R(1)(b) is sent to holders of its certificates representing shares at the same time as the circular is despatched to shareholders.

LR 21.9.6 G

1For the purposes of obtaining the prior shareholder approval required by LR 10.5.1R, a listed company is required under LR 21.8.13R to ensure that the holders of its certificates representing shares are able to exercise the votes attaching to the equity shares which the certificates represent on any shareholder vote.

LR 21.9.7 G

1For the purposes of LR 21.9.1R, in LR 10.5.5G it may also be necessary to adjourn a convened shareholder meeting if a supplementary circular cannot be sent to holders of listedcertificates representing shares at least 7 days prior to the convened shareholder meeting as required by LR 13.1.9R.

LR 21.9.8 R

1For the purposes of LR 21.9.1R, paragraph 5R(5) of Annex 1 to LR 10 (Significant transactions: Premium listing) does not apply and, for the purposes of paragraph 5R(1) of Annex 1, the figure used to determine market capitalisation is calculated as at the close of business on the last business day before the announcement as follows:

  1. (1)

    where the class of equity shares which the certificates represent is listed, the aggregate market value of all the equity shares which are listed (excluding treasury shares); and

  2. (2)

    where the class of equity shares which the certificates represent is not listed:

    1. (a)

      by dividing the aggregate market value of all the equity shares which are represented by the certificates in issue by the number of equity shares represented by the certificates; and

    2. (b)

      then multiplying the result by the total number of equity shares in the class of the equity shares which the certificates represent (excluding treasury shares).

LR 21.9.9 R

1For the purposes of LR 21.9.1R, in paragraphs 7R(4)(a) and 7R(5)(a) of Annex 1 to LR 10 the market value of the listed company’sshares is to be calculated as follows:

  1. (1)

    where the class of equity shares which the certificates represent is listed, the aggregate market value of all the equity shares which are listed (excluding treasury shares); and

  2. (2)

    where the class of equity shares which the certificates represent is not listed:

    1. (a)

      by dividing the aggregate market value of all the equity shares which are represented by the certificates in issue by the number of equity shares represented by the certificates; and

    2. (b)

      then multiplying the result by the total number of equity shares in the class of the equity shares which the certificates represent (excluding treasury shares).

Compliance with LR 12 (Dealing in own securities and treasury shares: Premium listing)

LR 21.9.10 R

1A listed company must comply with all the requirements of LR 12 (Dealing in own securities and treasury shares: Premium listing) subject to the modifications and additional requirements set out in LR 21.9.11R to LR 21.9.17G.

LR 21.9.11 R

1For the purposes of LR 21.9.10R, in LR 12:

  1. (1)

    references to the listed company must be read as references to the issuer of the equity shares which the certificates represent; and

  2. (2)

    the reference in the definition of tender offer to a class of its listedequity securities must be read as a reference to a class of equity shares which the certificates represent.

LR 21.9.12 G

1In relation to the requirement set out in LR 12.3.1R(1), the listed company is required under LR 21.8.13R to ensure that, where the tender offer is made to holders of the class of equity shares which the certificates represent, the holders of its certificates representing shares have an equal opportunity to participate in the tender offer.

LR 21.9.13 G
LR 21.9.14 G

1For the purposes of LR 21.9.10R, in relation to the requirement set out in LR 12.4.2R (for purchases by the listed company of 15% or more of any class of its equity shares to be by way of a tender offer to all shareholders of that class), the listed company is required under LR 21.8.13R to ensure that, where the tender offer is made to holders of the class of equity shares which the certificates represent, the holders of its certificates representing shares have an equal opportunity to participate in the tender offer.

LR 21.9.15 G

1For the purposes of obtaining the shareholder approval required by LR 12.4.2AR, a listed company is required under LR 21.8.13R to ensure that the holders of its certificates representing shares are able to exercise the votes attaching to the equity shares which the certificates represent on any shareholder vote.

LR 21.9.16 R

1For the purposes of LR 21.9.10R, references to securities convertible into equity shares with a premium listing must be read as references to securities convertible into the equity shares which the certificates with a premium listing represent in the following:

  1. (1)

    LR 12.5.1R; and

  2. (2)

    LR 12.5.2R.

LR 21.9.17 G

1A listed company is required under LR 21.8.13R(3) to ensure that any circular which is sent to shareholders pursuant to LR 12.5.7R is sent to holders of its certificates representing shares at the same time as the circular is despatched to shareholders.

Compliance with LR 13 (Contents of circulars: Premium listing)

LR 21.9.18 R

1A listed company must comply with all the requirements of LR 13 (Contents of circulars: Premium listing) subject to the modifications and additional requirements set out in LR 21.9.19R to LR 21.9.22R.

LR 21.9.19 R

1For the purposes of LR 21.9.18R, in LR 13 references to the listed company or to the issuer must be read as references to the issuer of the equity shares which the certificates represent.

LR 21.9.20 R

1A listed company must ensure that circulars it issues to:

  1. (1)

    holders of its listedcertificates representing shares; and

  2. (2)

    holders of the class of equity shares which the certificates represent,

comply with the requirements of LR 13 as amended by this section.

LR 21.9.21 R

1For the purposes of LR 21.9.18R, references to holders of listedequity shares must be read as references to holders of listedcertificates representing share and holders of the class of equity shares which the certificates represent in the following:

  1. (1)

    LR 13.1.9R;

  2. (2)

    LR 13.2.10R; and

  3. (3)

    LR 13.8.8R.

LR 21.9.22 R

1For the purposes of LR 21.9.18R, in LR 13.8.18R references to controlling shareholder must be read as excluding a sovereign controlling shareholder.

LR 21.10 Transactions with related parties: certificates representing shares

Transactions with related parties

LR 21.10.1 R

1A listed company must comply with LR 11 (Related party transactions: Premium listing) subject to the modifications and additional requirements in LR 21.10.2R to LR 21.10.8G.

LR 21.10.2 R

1For the purposes of LR 21.10.1R:

  1. (1)

    in LR 11 references to a listed company must be read as references to the issuer of the equity shares which the certificates represent; and

  2. (2)

    in LR 11.1.4AR the reference to the company must be read as a reference to the issuer of the equity shares which the certificates represent.

LR 21.10.3 G

1For the purposes of LR 21.10.1R, a listed company that is required under LR 11.1.7CR to send a supplementary circular should have regard to the guidance in LR 21.9.5G.

LR 21.10.4 R

1In the case of a related party which is a sovereign controlling shareholder or an associate of a sovereign controlling shareholder:

  1. (1)

    the following provisions do not apply:

    1. (a)

      LR 11.1.1AR to LR 11.1.1ER;

    2. (b)

      LR 11.1.7R(2) to LR 11.1.7R(4);

    3. (c)

      LR 11.1.7CR and LR 11.1.8G;

    4. (d)

      LR 11.1.10R(2)(b); and

    5. (e)

      LR 11.1.11R(3)(a);

  2. (2)

    the following provisions are modified as follows:

    1. (a)

      LR 11.1.7AR must be read as if the words “after obtaining shareholder approval but” are omitted;

    2. (b)

      LR 11.1.9G must be read as follows:

      1. (i)

        the reference to LR 11.1.7R must be read as a reference to LR 11.1.7R as modified by LR 21.10.4R(1); and

      2. (ii)

        as if the words “and LR 11.1.8G” are omitted;

    3. (c)

      LR 11.1.11R(1) must be read as if the words “and the transactions or arrangements have not been approved by shareholders” are replaced by “and LR 11.1.11R(2) as modified by LR 21.10.4R(2)(d) has not been complied with in relation to these transactions or arrangements”; and

    4. (d)

      LR 11.1.11R(2) must be read as follows:

      1. (i)

        as if the first sentence is omitted and replaced by the following sentence “If any percentage ratio is 5% or more for the aggregated transactions or arrangements, the listed company must comply with LR 11.1.7R as modified by LR 21.10.4R(1) in respect of the latest transaction or arrangement, and details of each of the transactions or arrangements being aggregated must be included in the notification required by LR 11.1.7R(1).”; and

      2. (ii)

        as if the “Note” is omitted.

LR 21.10.5 R

1The requirement in LR 8.2.3R to obtain the guidance of a sponsor does not apply where a listed company is proposing to enter into a transaction which is, or may be, a related party transaction and the related party concerned is a sovereign controlling shareholder or an associate of a sovereign controlling shareholder, unless the related party transaction is, or may be, a purchase by the listed company of its own equity securities or preference shares.

LR 21.10.6 G

Additional requirements

LR 21.10.7 G

1A listed company is required under LR 21.8.13R(3) to ensure that any circular which is sent to shareholders pursuant to LR 11.1.7R(2) or LR 11.1.8G(2) is sent to holders of its certificates representing shares at the same time as the circular is despatched to shareholders.

LR 21.10.8 G

1For the purposes of obtaining the shareholder approval required by LR 11.1.7R(3) (and any shareholder approval required under LR 11.1.7AR), a listed company is required under LR 21.8.13R to ensure that the holders of its certificates representing shares are able to exercise the votes attaching to the equity shares which the certificates represent on any shareholder vote.