Content Options

LR 9.2 Requirements with continuing application

Admission to trading

LR 9.2.1R

A listed company must comply with LR 2.2.3 R at all times.

LR 9.2.2R

A listed company must inform the FCA in writing as soon as possible if it has:

  1. (1)

    requested a RIE to admit or re-admit any of its listed equity shares5 to trading; or

    5
  2. (2)

    requested a RIE to cancel or suspend trading of any of its listed equity shares;5 or

  3. (3)

    been informed by a RIE that trading of any of its listed equity shares5 will be cancelled or suspended.

    5

9Independent business9

LR 9.2.2AR
9
  1. (1)

    9A listed company must carry on an independent business as its main activity at all times.

  2. (2)

    9Where a listed company has a controlling shareholder, it must have in place at all times:

    1. (a)

      a written and legally binding agreement which is intended to ensure that the controlling shareholder complies with the independence provisions set out in LR 6.1.4D R; and

    2. (b)

      a constitution that allows the election and re-election of independent directors to be conducted in accordance with the election provisions set out in LR 9.2.2E R and LR 9.2.2F R.

LR 9.2.2BR

9In order to comply with LR 9.2.2AR (2)(a), where a listed company will have more than one controlling shareholder, the listed company will not be required to enter into a separate agreement with each controlling shareholder if:

  1. (1)

    the listed company reasonably considers, in light of its understanding of the relationship between the relevant controlling shareholders, that a controlling shareholder can procure the compliance of another controlling shareholder and that controlling shareholder's associates with the independence provisions contained in the relevant agreement; and

  2. (2)

    the agreement, which contains the independence provisions set out in LR 6.1.4D R, entered into with the relevant controlling shareholder also contains:

    1. (a)

      a provision in which the controlling shareholder agrees to procure the compliance of a non-signing controlling shareholder and its associates with the independence provisions contained within the agreement; and

    2. (b)

      the names of any such non-signing controlling shareholder.

LR 9.2.2CR

9Where as a result of changes in ownership or control of a listed company, a person becomes a controlling shareholder of the listed company, the listed company will be allowed:

  1. (1)

    a period of not more than 6 months from the event that resulted in that person becoming a controlling shareholder to comply with LR 9.2.2AR (2)(a); and

  2. (2)

    in the case of a listed company which did not previously have a controlling shareholder, until the date of the next annual general meeting of the listed company, other than an annual general meeting for which notice:

    1. (a)

      has already been given; or

    2. (b)

      is given within a period of 3 months from the event that resulted in that person becoming a controlling shareholder;

    to comply with LR 9.2.2AR (2)(b).

LR 9.2.2DG

9In complying with LR 9.2.2AR (2)(b), a listed company may allow an existing independent director who is being proposed for re-election (including any such director who was appointed by the board of the listed company until the next annual general meeting) to remain in office until any resolution required by LR 9.2.2F R has been voted on.

LR 9.2.2ER

Where LR 9.2.2AR (2) applies, the election or re-election of any independent director by shareholders must be approved by:

  1. (1)

    the shareholders of the listed company; and

  2. (2)

    the independent shareholders of the listed company.

LR 9.2.2FR

9Where LR 9.2.2E R applies, if the election or re-election of an independent director is not approved by both the shareholders and the independent shareholders of the listed company, but the listed company wishes to propose that person for election or re-election as an independent director, the listed company must propose a further resolution to elect or re-elect the proposed independent director which:

  1. (1)

    must not be voted on within a period of 90 days from the date of the original vote;

  2. (2)

    must be voted on within a period of 30 days from the end of the period set out in (1); and

  3. (3)

    must be approved by the shareholders of the listed company.

LR 9.2.2GR

9A listed company must comply with the independence provisions contained in any agreement entered into under LR 6.1.4B R (1) or LR 9.2.2AR (2)(a) at all times.

LR 9.2.2HG

9In addition to the annual confirmation required to be included in a listed company's annual financial report under LR 9.8.4R (14), the FCA may request information from a listed company under LR 1.3.1 R (3) to confirm or verify that an independence provision contained in any agreement entered into under LR 6.1.4B R (1) or LR 9.2.2AR (2)(a) or a procurement obligation (as set out in LR 6.1.4CR (2)(a) or LR 9.2.2BR (2)(a)) contained in an agreement entered into under LR 6.1.4B R (1) or LR 9.2.2AR (2)(a) is being or has been complied with.

LR 9.2.3R

[deleted]11

1
LR 9.2.4R

[deleted]1

1

Compliance with the disclosure requirements and transparency rules1

LR 9.2.5G

A listed company, whose equity shares5 are admitted to trading on a regulated market in the United Kingdom, should consider the obligations under the disclosure requirements12.

51
LR 9.2.6R

A listed company that is not already required to comply with the obligations referred to under article 17 of the Market Abuse Regulation12 must comply with those obligations12 as if it were an issuer for the purposes of the disclosure requirements12 and transparency rules subject to article 22 of the Market Abuse Regulation12.

1
LR 9.2.6AG

1A listed company, whose equity shares 5are admitted to trading on a regulated market, should consider its obligations under DTR 4 (Periodic financial reporting), DTR 5 (Vote holder and issuer notification rules),4 DTR 6 (Access to information) and DTR 7 (Corporate governance).4

54
LR 9.2.6BR

1A listed company that is not already required to comply with the transparency rules (or with corresponding requirements imposed by another EEA Member State) must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules.

LR 9.2.7R

12

  1. (1)

    12

  2. (2)

    [deleted]12

LR 9.2.8R

[deleted]12

22
LR 9.2.8AG

[deleted]12

LR 9.2.9G

[deleted]12

LR 9.2.10R

[deleted]12

Contact details

LR 9.2.11R

A listed company must ensure that the FCA is provided with up to date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FCA in relation to the company's compliance with the listing rules and the disclosure requirements12 and transparency rules.

LR 9.2.12G

The contact person referred to in LR 9.2.11 R will be expected to be:

  1. (1)

    knowledgeable about the listed company and the listing rules applicable to it;

  2. (2)

    capable of ensuring that appropriate action is taken on a timely basis; and

  3. (3)

    contactable on business days between the hours of 7 a.m. to 7 p.m.

Sponsors

LR 9.2.13G

A listed company should consider its notification obligations under LR 8.5.

LR 9.2.13AR

8In relation to the provision of a sponsor service, a company with 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.

1
LR 9.2.14R

[deleted]1

1

Shares in public hands

LR 9.2.15R

A listed company must comply with LR 6.1.19 R at all times.

LR 9.2.15AG

9Where the FCA has modified LR 6.1.19 R to accept a percentage lower than 25% on the basis that the market will operate properly with a lower percentage, but the FCA considers that in practice the market for the shares is not operating properly, the FCA may revoke the modification in accordance with LR 1.2.1 R (4).

Publication of unaudited financial information

LR 9.2.18R
  1. (1)

    This rule applies to a listed company that has published:

    1. (a)

      any unaudited financial information in a class 1 circular or a prospectus; or

    2. (b)

      any profit forecast or profit estimate.

  2. (2)

    The first time a listed company publishes financial information as required by DTR 4.1 7 after the publication of the unaudited financial information, profit forecast or profit estimate, it must:

    7
    1. (a)

      reproduce that financial information, profit forecast or profit estimate in its next annual report and accounts;

    2. (b)

      produce and disclose in the annual report and accounts the actual figures for the same period covered by the information reproduced under paragraph (2)(a); and

    3. (c)

      provide an explanation of the difference, if there is a difference of 10% or more between the figures required by paragraph (2)(b) and those reproduced under paragraph (2)(a).

LR 9.2.19G

LR 9.2.18 R does not apply to:

  1. (1)

    pro forma financial information prepared in accordance with Annex 1 and Annex 2 of the PD Regulation; or

  2. (2)

    any preliminary statements of annual results or half-yearly or quarterly reports that are reproduced with the unaudited financial information.

Externally managed companies

LR 9.2.20R

6An issuer must at all times ensure that the discretion of its board to make strategic decisions on behalf of the company has not been limited or transferred to a person outside the issuer's group, and that the board has the capability to act on key strategic matters in the absence of a recommendation from a person outside the issuer's group.

9Voting on matters relevant to premium listing

LR 9.2.21R

9Where the provisions of LR 5.2, LR 5.4A, LR 9.4, LR 9.5, LR 10, LR 11, LR 12 or LR 15 require a shareholder vote to be taken, that vote must be decided by a resolution of the holders of the listed company's shares that have been admitted to premium listing. Where the provisions of LR 5.2.5 R (2), LR 5.4A.4 R (3)(b)(ii)10 or LR 9.2.2E R require that the resolution must in addition be approved by the independent shareholders, only independent shareholders who hold the listed company's shares that have been admitted to premium listing can vote.

10
LR 9.2.22G

9The FCA may modify the operation of LR 9.2.21 R in exceptional circumstances, for example to accommodate the operation of:

  1. (1)

    special share arrangements designed to protect the national interest;

  2. (2)

    dual listed company voting arrangements; and

  3. (3)

    voting rights attaching to preference shares or similar securities that are in arrears.

9Notifications to the FCA: notifications regarding continuing obligations

LR 9.2.23R

9A listed company must notify the FCA without delay if it does not comply with any continuing obligation set out in LR 9.2.2A R, LR 9.2.2E R, LR 9.2.2F R, LR 9.2.15 R or LR 9.2.21 R.

Notifications to the FCA: notifications regarding compliance with independence provisions 9

LR 9.2.24R

9A listed company must notify the FCA without delay if:

  1. (1)

    it no longer complies with LR 9.2.2G R;

  2. (2)

    it becomes aware that an independence provision contained in an agreement entered into under LR 6.1.4B R (1) or LR 9.2.2AR (2)(a) has not been complied with by the controlling shareholder or any of its associates; or

  3. (3)

    it becomes aware that a procurement obligation (as set out in LR 6.1.4CR (2)(a) or LR 9.2.2BR (2)(a)) contained in an agreement entered into under LR 6.1.4B R (1) or LR 9.2.2AR (2)(a) has not been complied with by a controlling shareholder.

9Notifications to the FCA: notifications regarding LR 9.8.4AR

LR 9.2.25R

9A listed company must notify the FCA without delay if its annual financial report contains a statement of the kind specified under LR 9.8.4A R.

9Inability to comply with continuing obligations

LR 9.2.26G

9Where a listed company is unable to comply with a continuing obligation set out in LR 9.2, it should consider seeking a cancellation of listing or applying for a transfer of its listing category. In particular, the listed company should note LR 5.2.2 G (2) and LR 5.4A.16 G.