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LR 3.2 Application for admission to listing

Location of official list

LR 3.2.1 G

The FCA will maintain the official list on its website.

Method of application

LR 3.2.2 R

An applicant for admission must apply to the FCA by:

  1. (1)

    submitting, in final form:

    1. (a)

      the documents described in LR 3.3 in the case of an application in respect of equity shares;4

      4
    2. (b)

      the documents described in LR 3.4 in the case of an application in respect of debt securities or other securities;

    3. (c)

      the documents described in LR 3.5 in the case of a block listing;

  2. (2)

    submitting all additional documents, explanations and information as required by the FCA;

  3. (3)

    submitting verification of any information in such manner as the FCA may specify; and

  4. (4)

    paying the fee set out in FEES 3 by the required date.1

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LR 3.2.3 G

Before submitting the documents referred to in LR 3.2.2 R (1), an applicant should contact the FCA to agree the date on which the FCA will consider the application.

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LR 3.2.4 R

All documents must be submitted to the Issuer Management5at the FCA's address.

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Grant of an application for admission to listing

LR 3.2.5 G

The FCA will admit securities to listing if all relevant documents required byLR 3.2.2 R2 have been submitted to the FCA.

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LR 3.2.6 G

When considering an application for admission to listing, the FCA may:

  1. (1)

    carry out any enquiries and request any further information which it considers appropriate, including consulting with other regulators or exchanges;

  2. (2)

    request that an applicant, or its specified representative answer questions and explain any matter the FCA considers relevant to the application for listing;

  3. (3)

    take into account any information which it considers appropriate in relation to the application for listing;

  4. (4)

    request that any information provided by the applicant be verified in such manner as the FCA may specify; and

  5. (5)

    impose any additional conditions on the applicant as the FCA considers appropriate.

LR 3.2.7 G

The admission becomes effective only when the FCA's decision to admit the securities to listing has been announced by being either:

  1. (1)

    disseminated by a RIS; or

  2. (2)

    posted on a notice board designated by the FCA should the electronic systems be unavailable.

LR 3.3 Shares4

Application

LR 3.3.1 R

LR 3.3.2 R to LR 3.3.7 R apply to an applicant which is applying for a listing of its shares except for preference shares that are specialist securities.431

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Documents to be provided 48 hours in advance

LR 3.3.2 R

The following documents must be submitted, in final form, to the FCA by midday two business days before the FCA is to consider the application:

  1. (1)

    a completed Application for Admission of Securities to the Official List;

  2. (2)

    one of:

    1. (a)

      the prospectus, or listing particulars, that has been approved by the FCA; or

    2. (b)

      a copy of the prospectus, a certificate of approval and (if applicable) a translation of the summary of the prospectus, if another EEA State is the home Member State for the shares;4 or

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    3. (c)

      [deleted]1

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  3. (3)

    any circular that has been published in connection with the application, if applicable;

  4. (4)

    any approved supplementary prospectus or approved supplementary listing particulars, if applicable;

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  5. (5)

    written confirmation of the number of shares4to be allotted (pursuant to a board resolution allotting the shares)4; and1 [Note: If this is not possible, see LR 3.3.4 R]

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  6. (6)

    if a prospectus or listing particulars have not been produced, a copy of the RIS announcement detailing the number and type of shares4that are the subject of the application and the circumstances of their issue.1

    4

Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FCA website.

LR 3.3.2A R

1If a prospectus or listing particulars have not been produced then the Application for Admission of Securities to the Official List must contain confirmation that a prospectus or listing particulars are not required and details of the reasons why they are not required.

Documents to be provided on the day

LR 3.3.3 R

The1 following documents signed by a sponsor (if a sponsor is required under LR 8) or by a duly authorised officer of the applicant (if a sponsor is not required under LR 8) 1must be submitted, in final form, to the FCA before 9 a.m. on the day the FCA is to consider the 1application:

1
  1. (1)

    a completed Shareholder Statement, in the case of an applicant that is applying for a listing of a class of 1shares4 for the first time; or [Note: see LR 8.4.3 R and LR 8.4.9 R1];4

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  2. (2)

    a completed Pricing Statement, in the case of a placing, open offer, vendor consideration placing, offer for subscription of equity shares or an issue out of treasury1 of equity shares of a class already listed. [Note: see LR 8.4.3 R1 and LR 8.4.9 R].

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Note: The Shareholder Statement and the Pricing Statement forms can be found on the UKLA section of the FCA website.

LR 3.3.4 R

If written confirmation of the number of shares4to be allotted pursuant to a board resolution1 cannot be submitted to the FCA by the deadline set out in LR 3.3.2 R or the number of shares4to be admitted is lower than the number notified under LR 3.3.2 R,1 written confirmation of the number of shares4to be allotted or admitted must be provided to the FCA by 1the applicant or its sponsor at least one hour before the admission to listing is to become effective.

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LR 3.3.4A R

1If the FCA has considered an application for listing and the shares4the subject of the application are not all allotted and admitted following the initial allotment of the shares4(for example, under an offer for subscription), further allotments of shares4may be admitted if before 4pm on the day before admission is sought the FCA has been provided with:

4 4 4
  1. (1)

    written confirmation of the number of shares4allotted pursuant to a board resolution; and

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  2. (2)

    a copy of the RIS announcement detailing the number and type of shares4and the circumstances of their issue.

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Other documents to be submitted

LR 3.3.5 R
1

Written confirmation of the number of shares4that were allotted (pursuant to a board resolution allotting the shares)4 must be submitted to the FCA as soon as practicable after admission if the number is lower than the number that was announced under LR 3.2.7 G as being admitted to listing.1

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1Documents to be kept1

LR 3.3.6 R

An applicant must keep copies of the following for six years after the admission to listing2:

2
  1. (1)

    any agreement to acquire any assets, business or shares4 in consideration for or in relation to which the company's shares4are being issued;

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  2. (2)

    any letter, report, valuation, contract or other documents referred to in the prospectus, listing particulars, circular or other document issued in connection with those shares;4

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  3. (3)

    the applicant'sconstitution as at the date of admission;

  4. (4)

    the annual report and accounts of the applicant and of any guarantor, for each of the periods which form part of the applicant's financial record contained in the prospectus or listing particulars;

  5. (5)

    any interim accounts made up since the date to which the last annual report and accounts were made up and prior to the date of admission;

  6. (6)

    any temporary and definitive documents of title;

  7. (7)

    in the case of an application in respect of shares4issued pursuant to an employees' share scheme, the scheme document;

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  8. (8)

    where listing particulars or another document are published in connection with any scheme requiring court approval, any court order and the certificate of registration issued by the Registrar of Companies; and1

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  9. (9)

    copies of board resolutions of the applicant allotting or issuing the shares.41

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LR 3.3.7 R

An applicant must provide to the FCA the documents set out in LR 3.3.6 R, if requested to do so.

LR 3.4 Debt and other securities

Application - debt securities etc1

LR 3.4.1 R

Application - issuance programmes1

LR 3.4.2 R

LR 3.4.7 R 1 to LR 3.4.8 R apply to an applicant for the admission of a debt securities or asset-backed securities issuance programme.1

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Application - public sector issuers1

LR 3.4.3 R

1Documents1 to be provided 48 hours in advance

LR 3.4.4 R

An applicant must submit, in final form, to the FCA by midday two business days before the FCA is to consider the application:

1
  1. (1)

    a completed Application for Admission of Securities to the Official List;

  2. (2)

    either:

    1. (a)

      the prospectus, or listing particulars that has been approved by the FCA; or

    2. (b)

      a copy of the prospectus, a certificate of approval and (if applicable) a translation of the summary of the prospectus, if another EEA State is the home Member State for the securities;

      1
  3. (3)

    any approved supplementary prospectus or approved supplementary listing particulars, if applicable; and1

    1
  4. (4)

    written confirmation of the number of securities to be issued (pursuant to a board resolution). [Note: if this is not possible, see LR 3.4.5 R]1

Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FCA's website.

1Documents to be provided on the day of admission1

LR 3.4.5 R
1

1If confirmation of the number of securities to be issued pursuant to a board resolution cannot be submitted to the FCA by the deadline set out in LR 3.4.4 R or, the number of securities to be admitted is lower than the number notified under LR 3.4.4 R, written confirmation of the number of securities to be issued or admitted must be provided to the FCA by the applicant at least one hour before the admission to listing is to become effective.

1Documents to be kept1

LR 3.4.6 R

An applicant must keep, for six years after the admission to listing, a copy of the items set out in LR 3.3.6 R (1) to (6) and LR 3.3.6 R (9)1and must provide any of those documents to the FCA if requested to do so.

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Procedure for issuance programmes: initial offering and increase to programme size1

LR 3.4.7 R

An applicant must comply with LR 3.4.4 R to LR 3.4.6 R with the following modifications:

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  1. (1)

    [deleted]1

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  2. (2)

    if the FCA approves the application it will admit to listing all debt securities which may be issued under the programme within 12 months after the publication of the base prospectus or listing particulars subject to the FCA:

    1. (a)

      being advised of the final terms of each issue for which a listing is sought; and1

    2. (b)

      receiving and approving for publication any supplementary documents that may be appropriate.1

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    3. (c)

      [deleted]1

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  3. (3)

    an applicant must submit a supplementary prospectus or supplementary listing particulars instead of the document required by LR 3.4.4 R (2) in the case of an increase in the maximum amount of debt securities which may be in issue and listed at any one time under an issuance programme.1

LR 3.4.7A G

1An applicant for the admission of securities under an issuance programme must confirm in its Application for Admission of Securities to the Official List that at admission all of the securities the subject of the application will be in issue pursuant to board resolutions authorising the issue.

Issuance programmes: final terms

LR 3.4.8 R
  1. (1)

    The final terms must be submitted in writing to the FCA as soon as possible after they have been agreed and no later than 2 p.m. on the day before listing is to become effective.

  2. (2)

    The final terms may be submitted by:

    1. (a)

      the applicant; or

    2. (b)

      a duly authorised officer of the applicant.1

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  3. (3)

    [deleted]1

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Note: For further details on final terms, see PR 2.2.9 R.

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1Exempt public1 sector issuers

LR 3.4.9 R

A public sector issuer that seeks admission of debt securities referred to in paragraphs 2 and 4 of Schedule 11A of the Act must submit to the FCA in final form a completed Application for Admission of Securities to the Official List.

Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FCA's website.

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LR 3.4.9A G

1An application referred to in LR 3.4.9 R should be made in accordance with the timetable referred to in LR 3.4.8 R.

LR 3.4.9B G

1A public sector issuer that is not required to produce a prospectus or listing particulars must confirm on its application form that no prospectus or listing particulars are required.

LR 3.4.9C G

Apart from LR 3.4.9 R, LR 3.4.9A G and LR 3.4.9B G no other provisions in LR 3.4 apply to the admission of debt securities referred to in paragraphs 2 and 4 of Schedule 11A of the Act.

Other public sector issuers1

LR 3.4.10 R

LR 3.4.7 R , LR 3.4.8 R and 1LR 3.4.11 R to LR 3.4.13 R apply to applications for admission to listing of debt securities by a public sector issuer other than one referred to in LR 3.4.9 R.

LR 3.4.11 R

An applicant referred to in LR 3.4.10 R must submit the items set out in LR 3.4.4 R1to the FCA in final form by midday two business days before the FCA is to consider the application.1

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LR 3.4.12 R

[deleted]1

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LR 3.4.13 R

An applicant referred to in LR 3.4.10 R must keep, for six years after the admission to listing, a copy of the items set out in LR 3.3.6 R (1) to LR 3.3.6 R (6) and in LR 3.3.6 R (9)1.

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LR 3.5 Block listing1

Application

LR 3.5.1 R

This section applies to an applicant that wishes to apply for admission of securities using a block listing.1

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When a block listing 1can be used

LR 3.5.2 G
1

1If the process of applying for admission of securities is likely to be very onerous due to the frequent or irregular nature of allotments and if no prospectus or listing particulars are required for the securities, an applicant may apply for a block listing of a specified number of the securities.

LR 3.5.3 G

The grant of a block listing constitutes admission to listing for the securities that are the subject of the block. Separately, the provisions of PR 1.2.2 R will need to be considered by the applicant when the securities that are the subject of the block listing are being issued.

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LR 3.5.4 R

1An applicant applying for admission to listing by way of a block listing must submit in final form, at least two business days before the FCA is to consider the application, a completed Application for Admission of Securities to the Official List. An application in respect of multiple schemes must identify the schemes but need not set out separate block listing amounts for each scheme.

1

Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FCA website.

LR 3.5.5 R
  1. (1)

    An applicant applying for admission to listing by way of a block listing must notify an RIS of the number and type of securities that are the subject of the block listing application and the circumstances of their issue.

  2. (2)

    The notification in paragraph (1) must be made by 9 a.m. on the day the FCA is to consider the application.

LR 3.5.6 R

Every six months the applicant must notify a RIS of the details of the number of securities covered by the block listing which have been allotted in the previous six months, using the Block Listing Six Monthly Return.

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Note: A copy of the Block Listing Six Monthly Return can be found on the UKLA section of the FCA website.

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LR 3.5.7 G

An issuer that wishes to synchronise block listing six monthly returns for a number of block listing facilities may do so by providing the return required by LR 3.5.6 R earlier than required to move the timing of returns onto a different six monthly cycle. An issuer with multiple block listing facilities should ensure that allotments under each facility are separately stated.