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LR 5.3 Requests to cancel or suspend

Information to be included in request to suspend or cancel

LR 5.3.1R

A request by an issuer for the listing of its securities to be suspended or cancelled must be in writing and must include:

  1. (1)

    the issuer's name;

  2. (2)

    details of the securities to which it relates and the RIEs on which they are traded;

  3. (3)

    a clear explanation of the background and reasons for the request;

  4. (4)

    the date on which the issuer requests the suspension or cancellation to take effect;

  5. (5)

    for a suspension, the time the issuer wants the suspension to take effect;

  6. (6)

    if relevant, a copy of any circular or announcement or other document upon which the issuer is relying;

  7. (7)

    if relevant, evidence of any resolution required under LR 5.2.5 R;

  8. (8)

    if being made by an agent on behalf of the issuer, confirmation that the agent has the issuer's authority to make it;

  9. (9)

    the name and contact details of the person at the issuer (or, if appropriate, an agent) with whom the FCA should liaise in relation to the request;

  10. (10)

    if the issuer is making a conditional request, a clear statement of the applicable conditions;

  11. (11)

    a copy of any announcement the issuer proposes to notify to a RIS that it is relying on in making its request to suspend or cancel; and

  12. (12)

    a copy of any announcement the issuer proposes to notify to a RIS announcing the suspension or cancellation.

LR 5.3.2R

The issuer must also include with a request to cancel the listing of its securities the following:

  1. (1)

    if the cancellation is to take effect after the completion of the compulsory acquisition procedures under Chapter 3 of Part 281 of the Companies Act 20061, a copy of the notice sent to dissenting shareholders of the offeree together with written confirmation that there have been no objections made to the court within the prescribed period;

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  2. (2)

    for a cancellation referred to in LR 5.2.10 R or LR 5.2.11A R5 an extract from, or a copy of, the offer document or relevant circular clearly showing the intention to cancel the offeree’s listing and a copy of the announcement stating the date on which the cancellation was expected to take effect; and

  3. (3)

    if a cancellation is to take place after a scheme of arrangement becomes effective under section 899 of the Companies Act 20063 and a new company is to be listed as a result of that scheme, either:

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    1. (a)

      a copy of the certificate from the Registrar of Companies that the scheme has become effective; or

    2. (b)

      documents which demonstrate adequately that the scheme will become effective on a specified date in the future.

LR 5.3.3G

Announcements referred to in LR 5.3.1 R (12) should be issued after the dealing notice issued on a RIS announcing the suspension or cancellation.

Timing of suspension requests

LR 5.3.4G

A written request by an issuer to have the listing of its securities suspended should be made as soon as practicable. Suspension requests received for the opening of the market should allow sufficient time for the FCA to deal with the request before trading starts.

Timing of cancellation requests

LR 5.3.5R

A written request by an issuer to have the listing of its securities cancelled must be made not less than 24 hours before the cancellation is expected to take effect.

LR 5.3.6G

Cancellations will only be specified to take effect when the market opens on a specified day. An issuer should therefore ensure that all accompanying information has been provided to the FCA well before the date on which the issuer wishes the cancellation to take effect and at the very latest by 3 p.m. on the business day before it is to take effect. If the information is received after 3:00 p.m. on the day before the issuer wishes the cancellation to take effect, it will normally be specified to take effect at the start of the business day following the next day.

Withdrawing request

LR 5.3.7G
  1. (1)

    If an issuer requests the FCA to suspend or cancel the listing of its securities, it may withdraw its request at any time before the suspension or cancellation takes effect. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible, with an explanation of the reasons for the withdrawal.

  2. (2)

    Even if an issuer withdraws its request, the FCA may still suspend or cancel the listing of the securities if it considers it is necessary to do so.

  3. (3)

    If an issuer has published either a statement or a circular that states that the issuer is, or intends, to seek a suspension or cancellation and the issuer no longer intends to do so, it should, as soon as possible, notify a RIS with a statement to that effect.

Notice of cancellation or suspension

LR 5.3.8G

4If an issuer requests the FCA to suspend or cancel the listing of its securities under LR 5.3.1 R and the FCA agrees to do so, the notification given by the FCA to the issuer will include the following information:

  1. (1)

    the date on which the suspension or cancellation took effect or will take effect;

  2. (2)

    details of the suspension or cancellation; and

  3. (3)

    in relation to requests for suspension, details of the issuer's right to apply for the suspension of its listed securities to be cancelled.