Content Options

View Options

Status: You are viewing the version of the handbook as on 2009-03-31.

LR 8.7 Supervision of sponsors

LR 8.7.1GRP

The FSA expects to have an open, co-operative and constructive relationship with a sponsor to enable it to have a broad picture of the sponsor's activities and its ability to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R.

Requirement to provide information5

LR 8.7.1ARRP
  1. (1)

    5The FSA may by notice in writing given to a sponsor, or a person applying for approval as a sponsor, require it to provide specified documents or specified information to the FSA.

  2. (2)

    The sponsor, or the person applying for approval as a sponsor, must as soon as practicable provide to the FSA any documents or information that it has been required to provide under (1).

  3. (3)

    This rule applies only to documents or information reasonably required by the FSA in connection with the performance of its functions in relation to a sponsor, a person applying for approval as a sponsor or a company that has appointed a sponsor.

Supervisory tools

LR 8.7.2GRP

The FSA uses a variety of tools to monitor whether a sponsor:

  1. (1)

    continues to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R; and

  2. (2)

    remains in compliance with all applicable listing rules.

LR 8.7.3GRP

FSA staff, after notifying the sponsor, may make supervisory visits to a sponsor on a periodic and an ad hoc basis.

LR 8.7.4GRP

The FSA will give reasonable notice to a sponsor of requests for meetings or requests for access to a sponsor's documents and records.

Requests from other regulators

LR 8.7.5GRP

The FSA, on behalf of other regulators, may request information from a sponsor or pass information on to other regulators to enable such regulators to discharge their functions.

Fees

LR 8.7.6RRP

A sponsor must pay the annual fee set out in 1FEES 41 in order to remain on the list of sponsors.

Annual notifications

LR 8.7.7RRP

A sponsor must provide to the FSA on an annual basis:

  1. (1)

    written confirmation that it continues to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R; and5

  2. (1A)

    for each of the criteria in that rule, detailsof the basis upon which it considers that it meets the criteria.5

  3. (2)

    [deleted]5

    5
  4. (3)

    [deleted]5

    5
  5. (4)

    [deleted]5

    5

General notifications

LR 8.7.8RRP

A sponsor must notify the FSA in writing as soon as possible if:

  1. (1)

    the sponsor ceases to satisfy the criteria for approval as a sponsor set out in LR 8.6.5 R; or

  2. (2)

    the sponsor, or any of its employees who provide sponsor services,5 are:

    5
    1. (a)

      convicted of any offence involving fraud, theft or other dishonesty; or

    2. (b)

      the subject of a bankruptcy proceeding, a receiving order or an administration order; or

  3. (3)

    any of its employees who providesponsor services5are disqualified by a court from acting as a director of a company or from acting in a management capacity or conducting the affairs of any company; or

    5
  4. (4)

    the sponsor, or any of its employees who provide sponsor services,5 are subject to any public criticism, regulatory intervention or disciplinary action:

    5
    1. (a)

      by the FSA; or

    2. (b)

      by any designated professional body; or

    3. (c)

      by any body that is comparable to the FSA or a designated professional body; or

    4. (d)

      under any comparable legislation in any jurisdiction outside the United Kingdom; or

  5. (5)

    the sponsor resigns or is dismissed by a listed company or applicant, giving details of any relevant facts or circumstances;

  6. (6)

    the sponsor changes its name; or

  7. (7)

    [deleted]5

    5
  8. (8)

    a listed company or applicant denies the sponsor access to documents or information that have been the subject of a reasonable request by the sponsor; or

  9. (9)

    a review carried out under LR 8.6.17 R 5 reveals any material deficiencies in the sponsor's systems and controls; or2

    52
  10. (10)

    there is a change of control of the sponsor, or the sponsor's group carries out any restructuring, which results in a re-organisation of the directors, partners or employees involved in providing services as a sponsor.2

LR 8.7.9GRP

General notifications may be made in the first instance by telephone, but must be confirmed promptly in writing.

LR 8.7.10GRP

Written notifications should be sent to the Sponsor Supervision Team at the FSA's address.

5
LR 8.7.11R

[deleted]5

25

Transaction notification rules: conflicts declaration5

LR 8.7.12R
  1. (1)

    Each time a sponsor is appointed to act as a sponsor as required by the listing rules it must complete a Conflicts Declaration. 5

    5
  2. (2)

    The completed Conflicts Declaration5 must be submitted to the FSA at the same time as any documents in connection with a transaction are first submitted to the FSA.

    5

[Note: The Conflicts Declaration5form can be found on the UKLA section of the FSA's website.]

5
LR 8.7.13R

If, after submitting a Conflicts Declaration5 but prior to the day of approval of the prospectus, listing particulars5 or circular, a sponsor becomes aware that it is no longer able to comply with LR 8.3.9 R or LR 8.3.11 R,5 it must notify the FSA immediately. Details 5 must be confirmed promptly 5to the FSA in writing.

555
LR 8.7.14R

On the day of approval of the prospectus, listing particulars5 or circular:

  1. (1)

    a written confirmation that there has been no material change to the Conflicts Declaration;5or

    5
  2. (2)

    an updated Conflicts Declaration5 reflecting any and all changes;

    5

must be submitted to the FSA.

LR 8.7.15G

The FSA will notify the sponsor of any concerns it has in relation to the sponsor's independence as soon as possible following receipt of the Conflicts Declaration5 as set out in LR 8.7.12 R or LR 8.7.14 R or other notification regarding the sponsor's independence.

5

Performance of functions on behalf of a sponsor5

LR 8.7.16RRP

A sponsor must5 not delegate any of its functions as such, or permit another person to perform those functions, unless that 5 person is 5on the list of sponsors.

55
LR 8.7.17R
  1. (1)

    A sponsor that delegates any of its functions or permits another sponsor to perform its functions5 is not relieved of its obligations under the listing rules.

    5
  2. (2)

    A sponsor that performs any function on behalf of 5another sponsor must comply with the requirements set out in LR 8.3.

    55
LR 8.7.18R

A sponsor must notify the FSA in writing as soon as practicable before another sponsor performs functions on its behalf 5of:

  1. (1)

    the identity of that sponsor;5 and

    5
  2. (2)

    a detailed description of the functions that the sponsor is to perform on its behalf.5

    5

Discipline of sponsors

LR 8.7.19R

If the FSA considers that a sponsor has breached any provision of the listing rules and considers it appropriate to impose a sanction it will publish a statement censuring the sponsor.

LR 8.7.20GRP

EG3 sets out the FSA's policy on when and how it will use its disciplinary powers, including 3 in relation to a sponsor. This includes, at EG 18, its approach to cancellation of a sponsor's approval on the FSA's own initiative.5

3

Cancellation of a sponsor's approval at the sponsor's request

LR 8.7.21GRP

A sponsor that intends to request the FSA to cancel its approval as a sponsor will need tocomply with LR 8.7.22 R.

LR 8.7.22RRP

A request by a sponsor for its approval as a sponsor to be cancelled must be in writing and must include:

  1. (1)

    the sponsor's name;

  2. (2)

    a clear explanation of the background and reasons for the request;

  3. (3)

    the date on which the sponsor requests the cancellation to take effect;

    4
  4. (4)

    a signed confirmation that the sponsor will not participate in any services described in LR 8.2 as of the date the request is submitted to the FSA; and

  5. (5)

    the name and contact details of the person at the sponsor with whom the FSA should liaise with in relation to the request.

LR 8.7.23GRP

A sponsor may withdraw its request at any time before the cancellation takes effect. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible, with an explanation of the reasons for the withdrawal.

LR 8.7.24G
  1. (1)

    [deleted]4

    34
  2. (2)

    [deleted]4

    34