Status: Please note you should read all Brexit changes to the FCA Handbook and BTS alongside the main FCA transitional directions. Where these directions apply the 'standstill', firms have the choice between complying with the pre-IP completion day rules, or the post-IP completion day rules. To see a full list of Handbook modules affected, please see Annex B to the main FCA transitional directions.

LR 8.2 When a sponsor must be appointed or its guidance obtained2

When a sponsor must be appointed

LR 8.2.1RRP

A company with, or applying for, a premium listing of its securities11 must appoint a sponsor on each occasion that it:4

5
  1. (1)

    is required to submit any of the following documents to the FCA in connection with6 an application for admission of securities11 5 to premium listing6:

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    1. (a)

      a prospectus or supplementary prospectus13; or

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    2. (b)

      [deleted]12

      6
    3. (c)

      a summary document as required by article 1(5)(j) of the Prospectus Regulation13; or

      6
    4. (d)

      listing particulars referred to in LR 15.3.3 R, LR 16.3.4 R, LR 21.3.3R or LR 21.7.4R11 or supplementary listing particulars7; or2

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  2. (1A)

    is required to publish a document under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation; or13

  3. (2)

    is required to submit to the FCA6 a class 1 circular for approval6; or

    6
  4. (3)

    is required to submit to the FCA6 a circular that proposes a reconstruction or a refinancing which is required by LR 9.5.12 R to include a working capital statement6; or

    6
  5. (4)

    is required to submit to the FCA6a circular for the proposed purchase of own shares: which is required by LR 13.7.1R (2) to include a working capital statement; or6

    [Note: This does not include a circular issued by a closed-ended investment company.]6

  6. (5)

    is required to do so by the FCA because it appears to the FCA that there is, or there may be, a breach of the listing rules,6 the disclosure requirements10 or the6 transparency rules43

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    by the listed company; or6

    6
  7. (6)

    6is required by LR 11.1.10R (2)(b) to provide a listed company8 with a confirmation that the terms of the proposed related party transaction are fair and reasonable; or

    8
  8. (7)

    6is required to submit to the FCA a related party circular which is required by LR 13.6.1R (5) to include a statement by the board that the transaction or arrangement is fair and reasonable; or

  9. (8)

    6is required by LR 8.4.3R (4) to submit to the FCA a letter from a sponsor in relation to the applicant's eligibility; or

  10. (9)

    6is required to make an announcement or request a suspension in connection with a reverse takeover under LR 5.6.6 R; or

  11. (10)

    6provides to the FCA a disclosure regime confirmation in connection with a reverse takeover under LR 5.6.12 G (1); or

  12. (11)

    6makes a disclosure announcement in connection with a reverse takeover under LR 5.6.15 G that contains a declaration described in LR 5.6.15 G (3) or LR 5.6.15 G (4); or

  13. (12)

    6submits to the FCA a letter in relation to the issuer's eligibility in connection with a reverse takeover under LR 5.6.23 G (2); or

  14. (13)

    6provides confirmation to the FCA of its severe financial difficulty for the purposes of LR 10.8.3G (2); or

  15. (14)

    6is required to provide an assessment of the appropriateness of an investment exchange or multilateral trading facility under LR 13.5.27B R; or9

  16. (15)

    9is required to provide a written opinion to the FCA under LR 11 Annex 1 (8) (Joint investment arrangements).

2Other transactions where a company with a premium listing must obtain a sponsor's guidance6

LR 8.2.2RRP

If a company with a premium listing 6 is proposing to enter into a transaction which due to its size or nature could amount to a class 1 transaction or a reverse takeover it must obtain the guidance of a sponsor to assess the application of the listing rules, the6 disclosure requirements10 and the 6 transparency rules.32

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LR 8.2.3RRP

If a company with a premium listing6 is proposing to enter into a transaction which is, or may be, a related party transaction it must obtain the guidance of a sponsor in order to assess the application of the listing rules, the6 disclosure requirements10 and the 6 transparency rules3.2

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