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

When a sponsor must be appointed

LR 8.2.1R

A company with, or applying for, a premium listing of its equity shares5 must appoint a sponsor on each occasion that it:4

  1. (1)

    is required to submit any of the following documents to the FCA in connection with6 an application for admission of equity shares5 to premium listing6:

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    1. (a)

      a prospectus, supplementary prospectus7 or equivalent document1; or

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    2. (b)

      a certificate of approval from another competent authority; or

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    3. (c)

      a summary document as required by PR 1.2.3R (8); or

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    4. (d)

      listing particulars referred to in LR 15.3.3 R or LR 16.3.4 R or supplementary listing particulars7; or2

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  2. (2)

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

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  3. (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

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  4. (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

  5. (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

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  6. (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

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  7. (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

  8. (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

  9. (9)

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

  10. (10)

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

  11. (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

  12. (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

  13. (13)

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

  14. (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

  15. (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 8.2.2R

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 8.2.3R

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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