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LR 5.4A Transfer between listing categories: Equity shares12

Application

LR 5.4A.2G

An issuer will only be able to transfer a listing of its equity shares2 from a premium listing (investment company) to a standard listing (shares)2 if it has ceased to be an investment entity (for example if it has become a commercial company) or if it continues to have a premium listing of a class of equity shares.2This is because LR 14.1.1 R provides that LR 14 does not apply to equity shares of2 an investment entity without a premium listing of equity shares.2

Initial notification to FCA

LR 5.4A.3R
  1. (1)

    If an issuer wishes to transfer its category of equity shares2 listing it must notify the FCA of the proposal.

  2. (2)

    The notification must be made as early as possible and in any event not less than 20 business days before it sends the circular required under LR 5.4A.4 R (2)(a) or publishes the announcement required under LR 5.4A.5 R (2).

  3. (3)

    The notification must include:

    1. (a)

      an explanation of why the issuer is seeking the transfer;

    2. (b)

      if a sponsor's letter is not required under LR 8.4.14R(1), an eligibility letter setting out how the issuer satisfies each listing rule requirement relevant to the category of listing to which it wishes to transfer;

    3. (c)

      a proposed timetable for the transfer; and

    4. (d)

      if an announcement is required to be published under LR 5.4A.5R (2), a draft of that announcement.

Shareholder approval required in certain cases

LR 5.4A.4R
  1. (1)

    This rule applies to a transfer of the listing of equity shares with a premium listing2 into or out of the category of premium listing (investment company) or a transfer of the listing of equity shares2 out of the category of premium listing (commercial company).

  2. (2)

    The issuer must:

    1. (a)

      send a circular to the holders of the equity shares2;

    2. (b)

      notify a RIS, at the same time as the circular is despatched to the relevant holders of the equity shares2, of the intended transfer and of the notice period and meeting date; and3

    3. (c)

      [deleted]3

      3
    4. (d)

      notify a RIS of the passing of the resolution required under (3) below.3

  3. (3)
    1. (a)

      In the case of a transfer of the listing of equity shares with a premium listing into or out of the category of premium listing (investment company), the issuer must obtain at a general meeting the prior approval of a resolution for the transfer from a majority of not less than 75% of the votes attaching to the shares voted on the resolution; or

    2. (b)

      in the case of a transfer of the listing of equity shares with a premium listing (commercial company) into the category of standard listing (shares), the issuer must obtain at a general meeting the prior approval of a resolution for the transfer from:

      1. (i)

        a majority of not less than 75% of the votes attaching to the shares voted on the resolution; and

      2. (ii)

        where an issuer has a controlling shareholder, a majority of the votes attaching to the shares of independent shareholders voted on the resolution.3

Announcement required in other cases

LR 5.4A.5R
  1. (1)

    This rule applies to any transfer of a listing of equity shares2 other than a transfer referred to in LR 5.4A.4 R (1).

  2. (2)

    The issuer must publish an announcement on a RIS giving notice of its intention to transfer its listing category.

Approval and contents of circular

LR 5.4A.6R

The circular referred to in LR 5.4A.4 R must:

  1. (1)

    comply with the requirements of LR 13.1, LR 13.2 and LR 13.3;

  2. (2)

    be approved by the FCA before it is circulated or published; and

  3. (3)

    include the anticipated transfer date (which must be not less than 20 business days after the passing of the resolution under LR 5.4A.4 R).

Approval and contents of announcement

LR 5.4A.7R

The announcement referred to in LR 5.4A.5 R (2) must:

  1. (1)

    contain the same substantive information as would be required under LR 13.1and LR 13.3 if it were a circular but modified as necessary so it is clear that no shareholder vote is required; and

  2. (2)

    include the anticipated transfer date (which must be not less than 20 business days after the date the announcement is published).

LR 5.4A.8R

The announcement must be approved by the FCA before it is published.

Specific information required in circular or announcement

LR 5.4A.9G

Information required under LR 13.3.1R(1) (Contents of all circulars) to be included in the circular or announcement should include an explanation of:

  1. (1)

    the background and reasons for the proposed transfer;

  2. (2)

    any changes to the issuer's business that have been made or are proposed to be made in connection with the proposal;

  3. (3)

    the effect of the transfer on the issuer's obligations under the listing rules;

  4. (4)

    how the issuer will meet any new eligibility requirements, for example working capital requirements, that the FCA must be satisfied of under LR 5.4A.12 R (3); and

  5. (5)

    any other matter that the FCA may reasonably require.

Applying for the transfer

LR 5.4A.10R

If an issuer has initially notified the FCA under LR 5.4A.3 R it may apply to the FCA to transfer the listing of its equity shares2 from one category to another. The application must include:

  1. (1)

    the issuer's name;

  2. (2)

    details of the equity shares2 to which the transfer relates;

  3. (3)

    the date on which the issuer wishes the transfer to take effect;

  4. (4)

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

  5. (5)

    if relevant, evidence of any resolution required under LR 5.4A.4 R;

  6. (6)

    if an agent is making the application on the issuer's behalf, confirmation that the agent has the issuer's authority to do so;

  7. (7)

    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 application; and

  8. (8)

    a copy of any announcement the issuer proposes to notify to a RIS informing the market that the transfer has taken place.

Issuer must comply with eligibility requirements

LR 5.4A.11R
  1. (1)

    An issuer applying for a transfer of its equity shares2 must comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the equity shares2 to the category of listing to which it wishes to transfer.

  2. (2)

    For the purposes of applying the eligibility requirements referred to in (1) to a transfer then, unless the context otherwise requires, a reference in such a requirement:

    1. (a)

      to the admission of equity shares2 is to be taken to be a reference to the transfer of the equity shares;2 and

    2. (b)

      to a prospectus or listing particulars is to be taken to be a reference to the circular or announcement.

Approval of transfer

LR 5.4A.12R

If an issuer applies under LR 5.4A.10 R, the FCA may approve the transfer if it is satisfied that:

  1. (1)

    the issuer has complied with LR 5.4A.4 R or LR 5.4A.5 R (whichever is relevant);

  2. (2)

    the 20 business day period referred to in LR 5.4A.6 R or LR 5.4A.7 R (whichever is relevant) has elapsed; and

  3. (3)

    the issuer and the equity shares2 will comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the equity shares2 to the category of listing to which it wishes to transfer.

LR 5.4A.13G

The FCA will not generally reassess compliance with eligibility requirements (for example LR 6.1.16 R (Working capital) if the issuer has previously been assessed by the FCA as meeting those requirements under its existing listing category when its equity shares2 were listed.

When transfer takes effect

LR 5.4A.14R
  1. (1)

    If the FCA approves a transfer of a listing then it must announce its decision on a RIS.

  2. (2)

    The transfer becomes effective when the FCA's decision to approve is announced on the RIS.

  3. (3)

    The issuer must continue to comply with the requirements of its existing category of listing until the decision is announced on the RIS.

  4. (4)

    After the decision is announced the issuer must comply with the requirements of the category of listing to which it has transferred.

Directive obligations

LR 5.4A.15G

An issuer may take steps, in connection with a transfer, which require it to consider whether a prospectus is necessary, for example, if the company or its capital is reconstituted in a way that could amount to an offer of transferable securities to the public. The issuer and its advisers should consider whether directive obligations may be triggered.

Transfer as an alternative to cancellation

LR 5.4A.16G

There may be situations in which an issuer's business has changed over a period of time so that it no longer meets the requirements of the applicable listing category against which it was initially assessed for listing. In those situations, the FCA may consider cancelling the listing of the equity shares2 or suggest to the issuer that, as an alternative, it applies for a transfer of its listing category.