1A sponsor and a person which is applying for approval as a sponsor must comply with:

1. (1)

   LR 8.3 to LR 8.4; and

2. (2)

   LR 8.6 to LR 8.7.

A company with, or applying for, a premium listing3 must comply with LR 8.2 (When a sponsor must be appointed or its guidance2 obtained) and LR 8.5 (Responsibilities of listed companies).

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 FSA 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 FSA6 a class 1 circular for approval6; or

   6
3. (3)

   is required to submit to the FSA6 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 FSA6a 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 FSA because it appears to the FSA that there is, or there may be, a breach of the listing rules,6 the disclosure rules or the6transparency rules43

   6432

   by the listed company; or6

   6
6. (6)

   6is required by LR 11.1.10R (2)(b) to provide the FSA 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 FSA 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 FSA 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 FSA 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 FSA 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 FSA 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'5listing 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 listing6 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, the6disclosure rules and the 6transparency 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, the6disclosure rules and the 6transparency rules3.2

A1sponsor must in relation to a sponsor service:1

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 FSA 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;

   3
2. (1A)

   3provide to the FSA any explanation or confirmation in such form and within such time limit as the FSA 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, the3disclosure rules and the3transparency rules.21

   312

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 FSA 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 FSA any information of which it becomes aware that materially affects the accuracy or completeness of information it has previously provided.

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

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 rules 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 rules and transparency rules.21

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

1. (1)

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

2. (2)

   deal with all enquiries raised by the FSA promptly.1

   1
3. (3)

   [deleted]1

   1

1If, in connection with the provision of a3sponsor 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, the3disclosure rules or the transparency rules, the sponsor must promptly notify the FSA2.

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

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.

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.

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.

1If a listed company or applicant appoints more than one sponsor to provide sponsor services in relation to a transaction then:

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 this section and elsewhere inLR 8 in relation to the transaction.

LR 8.4.2 R to LR 8.4.4 G2 apply in relation to an application for admission of equity shares to premium listing65if an applicant does not have equity shares5already admitted to premium listing and LR 6.1.1 R does not apply because of the operation of LR 6.1.1A R,6and:

1. (1)

   the production of a prospectus or equivalent document1is required; or

2. (2)

   the application is accompanied by a certificate of approval from another competent authority; or

3. (3)

   the application is accompanied by a summary document as required byPR 1.2.3R (8); or6

   6
4. (4)

   6the production of listing particulars is required in the circumstances referred to in LR 15.3.3 R or LR 16.3.4 R.

A sponsor must not submit to the FSA an application on behalf of an applicant, in accordance with LR 3, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:

1. (1)

   the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;

2. (2)

   the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is not, or will not be, the United Kingdom;

3. (3)

   the directors of the applicant have established procedures which enable the applicant to comply with the listing rules and the disclosure rules and transparency rules3 on an ongoing basis;

   23
4. (4)

   the directors of the applicant have established procedures which provide a reasonable basis for them to make proper judgments on an ongoing basis as to the financial position and prospects of the applicant and its group; and

5. (5)

   the directors of the applicant have a reasonable basis on which to make the working capital statement required by LR 6.1.16 R.

A sponsor must:

1. (1)

   submit a completed Sponsor's Declaration on an Application for Listing to the FSA2 either:

   2
   1. (a)

      on the day the FSA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or

   2. (b)

      at a time agreed with the FSA, if the FSA is not approving the prospectus or if it is determining whether a document is an equivalent document1;

2. (2)

   submit a completed Shareholder Statement or Pricing Statement, as applicable, to the FSA by 9 a.m. on the day the FSA is to consider the application;

3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FSA in considering:

   1. (a)

      the application for listing; and

   2. (b)

      whether the admission of the equity shares would be detrimental to investors' interests;

   have been disclosed with sufficient prominence in the prospectus or equivalent document1or otherwise in writing to the FSA; and

4. (4)

   submit a letter to the FSA setting out how the applicant satisfies the criteria in LR 2 (Requirements for listing - all securities),2LR 6 (Additional requirements for premium listing (commercial company))5 and, if applicable, LR 15 or LR 16,2 no later than when the first draft of the prospectus or listing particulars2is submitted (or, if the FSA is not approving a prospectus or if it is determining whether a document is an equivalent document1, at a time to be agreed with the FSA).

   25

[Note: the Sponsor's Declaration on an Application for Listing, the Shareholder Statement and the Pricing Statement forms can be found on the UKLA section of the FSA website.]

LR 8.4.8 R to LR 8.4.10 G apply in relation to an application for admission of equity shares5of an applicant that has equity shares5 already listed or in circumstances in which LR 6.1.1A R applies6.

A sponsor must not submit to the FSA an application on behalf of an applicant, in accordance with LR 3 (Listing applications), unless it has come to a reasonable opinion, after having made due and careful enquiry, that:

1. (1)

   the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;

2. (2)

   the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is not, or will not be, the United Kingdom; and

3. (3)

   the directors of the applicant have a reasonable basis on which to make the working capital statement required by LR 6.1.16 R or a qualified working capital statement in accordance with LR 6.1.17 G (as the case may be).1

A sponsor must:

1. (1)

   submit a completed Sponsor's Declaration on an Application for Listing to the FSA either:

   1. (a)

      on the day the FSA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or1

      1
   2. (b)

      at a time agreed with the FSA if the FSA is not approving the prospectus or if it is determining whether a document is an equivalent document1;

2. (2)

   submit a completed Shareholder Statement or Pricing Statement, as applicable, to the FSA by 9 a.m. on the day the FSA is to consider the application; and

   2
3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FSA in considering the application for listing have been disclosed with sufficient prominence in the prospectus or equivalent document1or otherwise in writing to the FSA.

Note: The Sponsor's Declaration on an Application for Listing, the Shareholder Statement and the Pricing Statement forms can be found on the UKLA section of the FSA's website.

LR 8.4.12 R to LR 8.4.13 R apply in relation to transactions involving an issuer with 5 a premium listing4 of equity shares5that:

1. (1)

   is required to produce a class 1 circular; or4

2. (2)

   is producing a circular that proposes a reconstruction or a re-financing which does not constitute a class 1 transaction; or

3. (3)

   is producing a circular for the proposed purchase of own shares;

   1. (a)

      which does not constitute a class 1 circular; and

   2. (b)

      is required by LR 13.7.1R (2) to include a working capital statement.

A sponsor must not submit to the FSA, on behalf of a listed company, an application for approval ofa circular regarding a transaction set out in LR 8.4.11 R, unless the sponsor has come to a reasonable opinion, after having made due and careful enquiry, that:

1. (1)

   the listed company has satisfied all requirements of the listing rules relevant to the production of a class 1 circular or other circular;

2. (2)

   the transaction will not have an adverse impact on the listed company's ability to comply with the listing rules or the disclosure rules and transparency rules;3 and2

   23
3. (3)

   the directors of the listed company have a reasonable basis on which to make the working capital statement required by LR 9.5.12 R, LR 13.4.1 R or LR 13.7.1 R.

A sponsor acting on a transaction falling within LR 8.4.11 R must:

1. (1)

   submit a completed Sponsor's Declaration for the Production of a Circular to the FSA on the day the circular is to be approved by the FSA and prior to the time the circular is approved;

2. (2)

   submit a completed Pricing Statement, if applicable, to the FSA by 9 a.m on the day the FSA is to consider the application; and

3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FSA in considering the transaction have been disclosed with sufficient prominence in the documentation or otherwise in writing to the FSA.

Note: The Sponsor's Declaration for the Production of a Circular and the Pricing Statement forms can be found on the UKLA section of the FSA website.

In relation to a proposed transfer under LR 5.4A, if a sponsor is appointed6 in accordance with LR 8.2.1A R, it6 must:

1. (1)

   submit a letter to the FSA setting out how the issuer satisfies each listing rule requirement relevant to the category of listing to which it wishes to transfer, by no later than when the first draft of the circular or announcement required under LR 5.4A is submitted;

2. (2)

   submit a completed Sponsor’s Declaration for a Transfer of Listing7 to the FSA for the proposed transfer on the day the circular or announcement is to be approved by the FSA and before it is approved; and

3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FSA in considering the transfer between listing categories have been disclosed with sufficient prominence in the circular or announcement referred to in LR 5.4A or otherwise in writing to the FSA.

A sponsor must not submit to the FSA on behalf of an issuer a final circular or announcement for approval or a Sponsor’s Declaration for a Transfer of Listing7, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:

1. (1)

   the issuer satisfies all eligibility requirements of the listing rules that are relevant to the new category to which it is seeking to transfer;

2. (2)

   the issuer has satisfied all requirements relevant to the production of the circular required under LR 5.4A.4 R or the announcement required under LR 5.4A.5 R (whichever is relevant);

3. (3)

   the directors of the issuer have established procedures which enable the issuer to comply with the listing rules, the disclosure rules and the transparency rules on an ongoing basis;

4. (4)

   the directors of the issuer have established procedures which provide a reasonable basis for them to make proper judgments on an ongoing basis as to the financial position and prospects of the issuer and its group; and

5. (5)

   the directors of the issuer have a reasonable basis on which to make the working capital statement (if any) required in connection with the transfer.

LR 8.4.15R (3) , LR 8.4.15R (4) and LR 8.4.15R (5) do not apply in relation to an issuer that was required to meet these requirements under its existing listing category.

6A sponsor acting on a reverse takeover where the issuer decides to make a disclosure announcement under LR 5.6.15 G must:

1. (1)

   submit to the FSA under LR 5.6.17 R a completed Sponsor’s Declaration for a Reverse Takeover Announcement7;

2. (2)

   not submit to the FSA the Sponsor’s Declaration for a Reverse Takeover Announcement7 unless it has come to a reasonable opinion, after having made due and careful enquiry, that it is reasonable for the issuer to provide the declarations described in LR 5.6.15 G (3) and LR 5.6.15 G (4); and

3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FSA in considering a proposed disclosure announcement under LR 5.6.15 G have been disclosed with sufficient prominence in the announcement or otherwise in writing to the FSA.

   [Note: The Sponsor’s Declaration for a Reverse Takeover Announcement7 can be found on the UKLA section of the FSA website.]

A listed company or applicant must ensure that1 the FSA is informed 1promptly of the name and contact details of any 2sponsor appointed in accordance with the listing rules (either by the listed company or applicant or by the sponsor itself)1.

1. (1)

   A listed company or applicant must notify the FSA in writing immediately of the resignation or dismissal of any sponsor that it had appointed.

2. (2)

   In the case of a dismissal, the reasons for the dismissal must be included in the notification.

3. (3)

   The notification must be copied to the sponsor.

Where a listed company or applicant appoints more than one sponsor , the company must:

1. (1)

   ensure that one of the sponsors that is appointed takes primaryresponsibility for contact with the FSA in respect of the entire application or transaction; and2

2. (2)

   inform the FSA, in writing, of the name and contact details of the sponsor taking responsibility under LR 8.5.3R (1)22.

3In relation to the provision of a sponsor service, a company with or applying for a premium listing of its equity shares must cooperate with its sponsor by providing the sponsor with all information reasonably requested by the sponsor for the purpose of carrying out the sponsor service in accordance with LR 8.

A person wanting to provide sponsor services4, and to be included on the list of sponsors, must apply to the FSA for approval as a sponsor by submitting the following to the Sponsor Supervision Team at the FSA address:

1. (1)

   a completed Sponsor Firm Application Form; and4

2. (2)

   [deleted]4

   4
3. (3)

   the application fee set out in 1FEES 31.

[Note: The Sponsor's Firm Application Form can be found on the UKLA section of the FSA's website.]

A person wanting to provide sponsor services4and be included on the list of sponsors must also submit:

1. (1)

   all additional documents, explanations and information as required by the FSA; and

2. (2)

   verification of any information in such a manner as the FSA may specify.

The FSA will approve a person as a sponsor only if it is satisfied that the person :

1. (1)

   is 4an authorised person or a member of a designated professional body;

2. (2)

   is 4competent to performsponsor services4; and

3. (3)

   has appropriate 4systems and controls in place to ensure that it cancarry out its role as a sponsor in accordance with this chapter4.

   4

A sponsor must comply, at all times, with the criteria set out in LR 8.6.5 R.

A person4will be competent toprovide sponsor services4 if it has a broad range of relevant experience and expertise in providing advice to listed companies and on the listing rules.

6A sponsor must have in place effective arrangements to create and retain for six years accessible records which are sufficient to be capable of demonstrating that it has provided sponsor services and otherwise complied with its obligations under LR 8in accordance with the listing rules, including:

1. (1)

   where a declaration is to be submitted under LR 8.4.3R (1), LR 8.4.9R (1), LR 8.4.13R (1), LR 8.4.14R (2)or LR 8.4.17 R or where relevant pursuant to an appointment under LR 8.2.1R (5), the basis of each declaration given;

2. (2)

   where any opinion, assurance or confirmation is provided by a sponsor to the FSA or a company with or applying for a premium listing in relation to a sponsor service, the basis of that opinion, assurance or confirmation;

3. (3)

   where a sponsor provides guidance to a company with or applying for a premium listing pursuant to LR 8.2.2 R, LR 8.2.3 R or LR 8.3.1R (2), the basis upon which the guidance is given and upon which any judgments or opinions underlying the guidance have been made or given; and

4. (4)

   the steps taken to comply with its conflictsobligations under LR 8.3.7B R, LR 8.3.9 R and LR 8.3.11 R and its ongoing eligibility obligations underLR 8.6.6 R.

4For each transaction for which it provides sponsor services, a sponsor must:

1. (1)

   notify the FSA as soon as practicableof the name and contact details of the maincontactperson or persons in the sponsor for that transaction; and

2. (2)

   ensure that thecontact person or persons:

   1. (a)

      have sufficient knowledge about the listed company or applicant and the proposed transactionto be able to answer queries from the FSA about it; and

   2. (b)

      are available to answer queries from the FSA on any business day between 76am and 6pm.

      6

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.

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

A sponsor must provide to the FSA on or after the first business day of January in each year but no later than the last business day of January in each year:7

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, evidence8 of the basis upon which it considers that it meets that criterion8.5

   88
3. (2)

   [deleted]5

   5
4. (3)

   [deleted]5

   5
5. (4)

   [deleted]5

   5

7Written confirmation must be provided by submitting a completed Sponsor Annual Notification Form to the FSA at the FSA's address.

[Note: The Sponsor Annual Notification Form can be found on the UKLA section of the FSA's website.]

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

1. (1) 8
   1. (a)

      8the sponsor ceases to satisfy the criteria for approval as a sponsor set out in LR 8.6.5 R or becomes aware of any matter which, in its reasonable opinion, would be relevant to the FSA in considering whether the sponsor continues to comply with LR 8.6.6 R; or

   2. (b)

      8the sponsor becomes aware of any fact or circumstance relating to the sponsor or any of its employees engaged in the provision of sponsor services by the sponsor which, in its reasonable opinion, would be likely to adversely affect market confidence in the sponsor9 regime; or

2. (2)

   the sponsor, or any of its employees engaged in the provision of sponsor services by the sponsor8,5 are:

   58
   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 engaged in the provision of8sponsor services5 by the sponsor8 are 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 engaged in the provision of8sponsor services by the sponsor8,5 are subject to any public criticism, regulatory intervention or disciplinary action:

   58
   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)

   5it identifies or otherwise becomes aware of any material deficiency in the sponsor's systems and controls8; or2

   582
10. (10)

    there is intended to be a change of control of the sponsor, any restructuring of the sponsor'sgroup, or a re-organisation of or a substantial change to the directors, partners or employees engaged in the provision of sponsor services by the sponsor, or8

    8
11. (11)

    there is expected to be a change in the financial position of the sponsor or any of its groupcompanies that would be likely to adversely affect the sponsor's ability to perform sponsor services or otherwise comply with LR 8.8

8Where a sponsor is of the opinion that notwithstanding the circumstances giving rise to a notification obligation under LR 8.7.8 R, it continues to satisfy the ongoing criteria for approval as a sponsor in accordance with LR 8.6.6 R, it must include in its notification to the FSA a statement to that effect and the basis for its opinion.

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

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

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

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.

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 provide any sponsor services8 as of the date the request is submitted to the FSA; and

   8
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.