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

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:

   66
   1. (a)

      a prospectus or equivalent document1; or

      6
   2. (b)

      a certificate of approval from another competent authority; or

      6
   3. (c)

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

      6
   4. (d)

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

      66
2. (2)

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

   6
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

   6
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 rules or the6 transparency rules43

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   by the listed company; or6

   6
6. (6)

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

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.

4A company must appoint a sponsor where it applies to transfer its category of equity shares'5 listing from:

1. (1)

   a standard listing (shares) to a premium listing (commercial company); or5

2. (2)

   a standard listing (shares) to a premium listing (investment company); or5

3. (3)

   a premium listing (investment company) to a premium listing (commercial company); or

4. (4)

   a premium listing (commercial company) to a premium listing (investment company).

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 rules and the 6 transparency rules.32

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 rules and the 6 transparency rules3.2