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LR 4.1 Application and Purpose

Application

LR 4.1.1 R

1This chapter applies to an issuer that has applied for the admission of:

  1. (1)

    securities specified in Schedule 11A of the Act (other than securities specified in paragraphs 2, 4 or 9 of that Schedule); or

  2. (2)

    any other specialist securities for which a prospectus is not required under the prospectus directive.

Purpose

LR 4.1.2 G
  1. (1)

    The purpose of this chapter is to require listing particulars to be prepared and published for securities that are the subject of an application for listing in the circumstances set out in LR 4.1.1 R where a prospectus is not required under the prospectus directive.

Listing particulars to be approved and published

LR 4.1.3 R

An issuer must ensure that listing particulars for securities referred to in LR 4.1.1 R are approved by the FCA and published in accordance with LR 4.3.5 R.

Note: Under LR 2.2.11 R, the securities will only be listed if listing particulars for the securities have been approved by the FCA and published.

LR 4.2 Contents and format of listing particulars

General contents of listing particulars

LR 4.2.1 G

Section 80 (1) of the Act (general duty of disclosure in listing particulars) requires listing particulars submitted to the FCA to contain all such information as investors and their professional advisers would reasonably require, and reasonably expect to find there, for the purpose of making an informed assessment of:

  1. (1)

    the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the securities; and

  2. (2)

    the rights attaching to the securities.

Summary

LR 4.2.2 R
  1. (1)

    The listing particulars must contain a summary that complies with the requirements in section 87A(5) and (6) of the Act and PR 2.1.4 EU to PR 2.1.7 R (as if those requirements applied to the listing particulars).

  2. (2)

    Paragraph (1) does not apply:

    1. (a)

      in relation to specialist securities referred to in LR 4.1.1R (2); or

    2. (b)

      if, in accordance with PR 2.1.3 R, no summary would be required in relation to the securities.

Format of listing particulars

LR 4.2.3 R
  1. (1)

    The listing particulars must be in a format that complies with the relevant requirements in PR 2.2 and the PD Regulation (as if those requirements applied to the listing particulars).

Minimum information to be included

LR 4.2.4 R

The following minimum information from the PD Regulation must be included in listing particulars:

  1. (1)

    for an issue of bonds including bonds convertible into the issuer'sshares or exchangeable into a third party issuer'sshares or derivative securities1, irrespective of the denomination of the issue, the minimum information required by the schedules applicable to debt and derivative securities with a denomination per unit of at least 100,000 euros;1

    1
  2. (2)

    the additional information required by the underlying share building block where relevant;

  3. (3)

    for an issue of asset-backed securities, irrespective of the denomination per unit of the issue, the minimum information required by the schedules and building blocks applicable to asset-backed securities with a denomination per unit of at least 100,0001 euros;

    1
  4. (4)

    for an issue of certificates representing shares, irrespective of the denomination per unit of the issue, the schedule applicable to depositary receipts over shares with a denomination per unit of at least 100,0001 euros (except that item 13.2 (relating to profit forecasts) in Annex 10 and Annex 282 is not to apply);

    1
  5. (5)

    for an issue of securities by the government of a non-EEA State or a local or regional authority of a non-EEA State, the schedule applicable to securities issued by third countries and their regional and local authorities; and

  6. (6)

    for all issues that are guaranteed, the information in the guarantee building block.

LR 4.2.5 G

For all other issues the FCA would expect issuers to follow the most appropriate schedules and building blocks in the PD Regulation to determine the minimum information to be included in listing particulars.

Incorporation by reference

LR 4.2.6 R

An issuer may incorporate information by reference in the listing particulars as if PR 2.4 and the PD Regulation applied to the listing particulars.

Equivalent information

LR 4.2.7 R

An issuer may include equivalent information in listing particulars as if PR 2.5.1 R applied to the listing particulars.

English language

LR 4.2.8 R

Listing particulars must be in English.

Omission of information

LR 4.2.9 G

Under section 82 of the Act (exemptions from disclosure) the FCA may authorise the omission from listing particulars of information on specified grounds.

LR 4.2.10 R

A request to the FCA to authorise the omission of specific information in a particular case must:

  1. (1)

    be in writing from the issuer;

  2. (2)

    identify the specific information concerned and the specific reasons for the omission; and

  3. (3)

    state why in the issuer's opinion one or more of the grounds in section 82 of the Act applies.

LR 4.2.11 R

For the purposes of section 82(1)(c)3 of the Act, specialist securities are specified.

Responsibility for listing particulars

LR 4.2.12 G

Part 3 of the Financial Services and Markets Act 2000 (Official Listing of Securities) Regulations 2001 (SI 2001/2956) sets out the persons responsible for listing particulars. In particular, in those regulations:

  1. (1)

    regulation 6 specifies who is generally responsible for listing particulars; and

  2. (2)

    regulation 9 modifies the operation of regulation 6 in relation to specialist securities.

LR 4.2.13 R
  1. (1)

    In the case of listing particulars for specialist securities:

    1. (a)

      the issuer must state in the listing particulars that it accepts responsibility for the listing particulars;

    2. (b)

      the directors may state in the listing particulars that they accept responsibility for the listing particulars; and

    3. (c)

      other persons may state in the listing particulars that they accept responsibility for all or part of the listing particulars and in that case the statement by the issuer or directors may be appropriately modified.

  2. (2)

    An issuer that is the government of a non-EEA State or a local or regional authority of a non-EEA State is not required under paragraph (1)(a) to state that it accepts responsibility for the listing particulars.

LR 4.3 Approval and publication of listing particulars

Approval of listing particulars

LR 4.3.1 R

An application for approval of listing particulars or supplementary listing particulars must comply with the procedures in PR 3.1 (as if those procedures applied to the application), except that the applicant does not need to submit a completed form A.

LR 4.3.2 R

The FCA will approve listing particulars or supplementary listing particulars if it is satisfied that the requirements of the Act and this chapter have been complied with.

LR 4.3.3 G

The FCA will try to notify the applicant of its decision on an application for approval of listing particulars or supplementary listing particulars within the same time limits as are specified in section 87C of the Act (consideration of application for approval) for an application for approval of a prospectus or supplementary prospectus.

LR 4.3.4 R

An issuer must ensure that listing particulars or supplementary listing particulars are not published until they have been approved by the FCA.

Filing and publication of listing particulars etc

LR 4.3.5 R

An issuer must ensure that after listing particulars or supplementary listing particulars are approved by the FCA, the listing particulars or supplementary listing particulars are filed and published as if the relevant requirements in PR 3.2, 1the PD Regulation and Commission Delegated Regulation (EU) 2016/301 1applied to them.

LR 4.4 Miscellaneous

Supplementary listing particulars

LR 4.4.1 G

Section 81 of the Act (supplementary listing particulars) requires an issuer to submit supplementary listing particulars to the FCA for approval if at any time after listing particulars have been submitted to the FCA and before the commencement of dealings in the securities following their admission to the official list:

  1. (1)

    there is a significant change affecting any matter contained in those particulars the inclusion of which was required by:

    1. (a)

      section 80 of the Act (general duty of disclosure in listing particulars); or

    2. (b)

      listing rules; or

    3. (c)

      the FCA; or

  2. (2)

    a significant new matter arises, the inclusion of information in respect of which would have been so required if it had arisen when the particulars were prepared.

LR 4.4.2 R

An issuer must ensure that after supplementary listing particulars are approved by the FCA, the supplementary listing particulars are filed and published as if the requirements in PR 3.2, 2the PD Regulation and Commission Delegated Regulation (EU) 2016/301 2applied to them.

Final terms1

LR 4.4.3 R

1If final terms of the offer are not included in the listing particulars:

  1. (1)

    the final terms must be provided to investors and filed with the FCA, and made available to the public, as if the relevant requirements in PR 3.2 and the PD Regulation applied to them; and

  2. (2)

    the listing particulars must disclose the criteria and/or the conditions in accordance with which the above elements will be determined or, in the case of price, the maximum price.