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LR 8.3 Role of a sponsor: general

Responsibilities of a sponsor

LR 8.3.1R

A1 sponsor must in relation to a sponsor service:1

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  1. (1)

    referred to in 3LR 8.2.1R (1) to (4), LR 8.2.1R (11), LR 8.2.1A R and, where relevant LR 8.2.1R (5)3, 1provide assurance to the FCA when required that the responsibilities of the company with or applying for a premium listing of its equity shares3 under the listing rules have been met;

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  2. (1A)

    3provide to the FCA any explanation or confirmation in such form and within such time limit as the FCA reasonably requires for the purposes of ensuring that the listing rules are being complied with by a company with or applying for a premium listing of its equity shares; and

  3. (2)

    1guide the company with or applying for a premium listing of its equity shares3 in understanding and meeting its responsibilities under the listing rules, the3 disclosure requirements7 and the3 transparency rules.21

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LR 8.3.1AR

3A sponsor must, for so long as it provides a sponsor service:

  1. (1)

    take such reasonable steps as are sufficient to ensure that any communication or information it provides to the FCA in carrying out the sponsor service is, to the best of its knowledge and belief, accurate and complete in all material respects; and

  2. (2)

    as soon as possible provide to the FCA any information of which it becomes aware that materially affects the accuracy or completeness of information it has previously provided.

LR 8.3.1BG

3Where a sponsor provides information to the FCA which is or is based on information it has received from a third party, in assessing whether a sponsor has complied with its obligations in LR 8.3.1AR (1) the FCA will have regard, amongst other things, to whether a sponsor has appropriately used its own knowledge, judgment and expertise to review and challenge the information provided by the third party.

LR 8.3.2G

The1 sponsor will be the main point of contact with the FCA for any matter referred to in LR 8.2.1 The FCA expects to discuss all issues relating to a transaction and any draft or final document directly with the sponsor. However, in appropriate circumstances, the FCA will communicate directly with the company with or applying for a premium listing of its equity shares, or its advisers3.

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LR 8.3.2AG

3A sponsor remains responsible for complying with LR 8.3 even where a sponsor relies on the company with or applying for a premium listing of its equity shares or a third party when providing an assurance or confirmation to the FCA.

Principles for sponsors: due care and skill

LR 8.3.3R

A sponsor must in relation to a sponsor service act with due care and skill.1

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Principles for sponsors: duty regarding directors of listed companies

LR 8.3.4R

Where, in relation to a sponsor service,1 a sponsor gives any guidance or advice to a listed company or applicant on 1 the application or interpretation of the listing rules or disclosure requirements7 and transparency rules2, the sponsor must take reasonable steps to satisfy itself that the director or directors of the listed company understand their responsibilities and obligations 1under the listing rules and disclosure requirements7 and transparency rules.21

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Principles for sponsors: relations with the FCA

LR 8.3.5R

A sponsor must at all times (whether in relation to a sponsor service or otherwise):1

  1. (1)

    deal with the FCA in an open and co-operative way; and1

  2. (2)

    deal with all enquiries raised by the FCA promptly.1

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  3. (3)

    [deleted]1

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LR 8.3.5AR

1If, in connection with the provision of a3 sponsor service, a sponsor becomes aware that it, or a company with or applying for a premium listing of its equity shares is failing or has failed to comply with its obligations under3 the listing rules3, the3 disclosure requirements7 or the transparency rules, the sponsor must promptly notify the FCA2.

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LR 8.3.5BR

A sponsor must, in relation to a sponsor service, act with honesty and integrity.

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LR 8.3.6R
  1. (1)

    [deleted]1

  2. (2)

    [deleted]1

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  3. (3)

    [deleted]1

LR 8.3.7G
  1. (1)

    [deleted]1

  2. (2)

    [deleted]1

    1

Principles for sponsors: identifying and managing conflicts1

LR 8.3.7AG

1The purpose of LR 8.3.7B R to 3 4LR 8.3.12A G5 is to ensure that conflicts of interest do not adversely affect:

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  1. (1)

    the ability of a sponsor to perform its functions properly under this chapter; or

  2. (2)

    market confidence in sponsors.

LR 8.3.7BR

1A sponsor must take all reasonable steps to identify conflicts of interest that could adversely affect its ability to perform its functions properly under this chapter.

LR 8.3.8G

1In identifying conflicts of interest, sponsors should also take into account3 circumstances that could:3

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  1. (1)

    3create a perception in the market that a sponsor may not be able to perform its functions properly; or4

  2. (2)

    3compromise the ability of a sponsor to fulfil its obligations to the FCA in relation to the provision of a sponsor service.

LR 8.3.9R

1A sponsor must take all reasonable steps to put in place and maintain effective organisational and administrative arrangements that ensure conflicts of interest do not adversely affect its ability to perform its functions properly under this chapter.

LR 8.3.10G

1Disclosure of a conflict of interest will not usually be considered to be an effective organisational or administrative arrangement for the purpose of LR 8.3.9 R.

LR 8.3.11R

1If, in relation to a sponsor service3, a sponsor is not reasonably satisfied that its organisational and administrative arrangements will ensure that a conflict of interest will not adversely affect its ability to perform its functions properly under this chapter, it must decline or cease 3to provide the sponsor services3.

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LR 8.3.12G

1LR 8.3.11 R recognises that there will be some conflicts of interest that cannot be effectively managed. Providing sponsor services in those cases could adversely affect both a sponsor's ability to perform its functions and market confidence in the sponsor regime. If in doubt about whether a conflict can be effectively managed a sponsor should discuss the issue with the FCA before it decides if it can provide a sponsor service.

LR 8.3.12AG

3LR 8.3.7B R, LR 8.3.9 R and LR 8.3.11 R apply for so long as the sponsor provides a sponsor service.

Principles for sponsors: acting for another sponsor1

LR 8.3.13G

[deleted]5

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Principles for sponsors: joint sponsors

LR 8.3.14R

1If a listed company or applicant appoints more than one sponsor to provide a sponsor service6 then:

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  1. (1)

    the appointment does not relieve either of the appointed sponsors of their obligations under LR 8; and

  2. (2)

    the sponsors are each responsible for complying with the obligations under LR 8 .

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LR 8.3.15G

6If a listed company or applicant appoints more than one sponsor to provide a sponsor service, the FCA expects the sponsors to co-operate with each other in relation to the sponsor service, including by establishing arrangements for the sharing of information as appropriate having regard to the sponsor service.