LR 6.14 Shares in public hands

LR 6.14.1RRP

1Where an applicant is applying for the admission of a class of equity shares to premium listing, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public in one or more EEA States.

[Note: article 48 of the CARD]

LR 6.14.2RRP

1For the purposes of LR 6.14.1R:

  1. (1)

    account may also be taken of holders in one or more states that are not EEA States, if the shares are listed in the state or states;

  2. (2)

    a sufficient number of shares will be taken to have been distributed to the public when 25% of the shares for which application for admission has been made are in public hands; and

  3. (3)

    treasury shares are not to be taken into consideration when calculating the number of shares of the class.

[Note: article 48 of the CARD]

LR 6.14.3RRP

1For the purposes of LR 6.14.1R and LR 6.14.2R, shares are not held in public hands if they are:

  1. (1)

    held, directly or indirectly by:

    1. (a)

      a director of the applicant or of any of its subsidiary undertakings; or

    2. (b)

      a person connected with a director of the applicant or of any of its subsidiary undertakings; or

    3. (c)

      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. (d)

      any person who under any agreement has a right to nominate a person to the board of directors of the applicant; or

    5. (e)

      any person or persons in the same group or persons acting in concert who have an interest in 5% or more of the shares of the relevant class;

  2. (2)

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

[Note: article 48 of the CARD]

LR 6.14.4GRP

1When calculating the number of shares for the purposes of LR 6.14.3R(1)(e), 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.

LR 6.14.5GRP
  1. (1)

    1The FCA may modify LR 6.14.1R 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 shares of the same class and the extent of their distribution to the public.

    [Note: article 48 of the CARD]

  2. (2)

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

    1. (a)

      shares 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 shareholders; and

    3. (c)

      in relation to premium listing (commercial companies), whether the expected market value of the shares in public hands at admission exceeds £100 million.