Status: Please note you should read all Brexit changes to the FCA Handbook and BTS alongside the main FCA transitional directions. Where these directions apply the 'standstill', firms have the choice between complying with the pre-IP completion day rules, or the post-IP completion day rules. To see a full list of Handbook modules affected, please see Annex B to the main FCA transitional directions.

LR 9.2 Requirements with continuing application

Admission to trading

LR 9.2.1RRP

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

LR 9.2.2RRP

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 9.2.2ARRP
9
  1. (1)

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

  2. (2)

    [deleted]13

    9
LR 9.2.2AAGRP

13LR 6.4.3G provides guidance on factors that may indicate that a listed company is not carrying on an independent business.

Controlling shareholders

LR 9.2.2ABRRP

13A listed company with a controlling shareholder must demonstrate that, despite having a controlling shareholder, the listed company is still able to carry on an independent business as its main activity at all times.

LR 9.2.2ACGRP

13LR 6.5.3G provides guidance on factors that may indicate that a listed company with a controlling shareholder is not carrying on an independent business.

LR 9.2.2ADRRP

13Where a listed company has a controlling shareholder, it must have in place at all times:

  1. (1)

    a written and legally binding agreement which is intended to ensure that the controlling shareholder complies with the undertakings in LR 6.5.4R; and

  2. (2)

    a constitution that allows the election and re-election of independent directors to be conducted in accordance with LR 9.2.2ER and LR 9.2.2FR (election provisions).

LR 9.2.2BRRP

9In order to comply with LR 9.2.2ADR(1)13, 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 undertakings in LR 6.5.4R13; and

  2. (2)

    the agreement, which contains the undertakings in LR 6.5.4R13, 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 undertakings in LR 6.5.4R; and

    2. (b)

      the names of any such non-signing controlling shareholder.

LR 9.2.2CRRP

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 9.2.2ADR(1)13; 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 9.2.2ADR(2)13.

LR 9.2.2DGRP

9In complying with LR 9.2.2ADR(2)13, 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 9.2.2ERRP

Where LR 9.2.2ADR13 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 9.2.2FRRP

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 9.2.2GRRP

9A listed company must comply with the undertakings in LR 6.5.4R or LR 9.2.2ADR(1)13 at all times.

LR 9.2.2HGRP

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 undertaking in LR 6.5.4R or LR 9.2.2ADR(1)13 or a procurement obligation (as set out in LR 6.5.5R(2)(a)13 or LR 9.2.2BR (2)(a)) contained in an agreement entered into under LR 6.5.4R or LR 9.2.2ADR(1)13 is being or has been complied with.

Control of business

LR 9.2.2IRRP

13A listed company must exercise operational control over the business it carries on as its main activity at all times.

LR 9.2.2JGRP

13LR 6.6.3G provides guidance on factors that may indicate that a listed company is not exercising operational control over the business it carries on as its main activity.

LR 9.2.2KRRP
  1. (1)

    13This rule applies where a mineral company does not hold controlling interests in a majority (by value) of the properties, fields, mines or other assets in which it has invested.

  2. (2)

    The mineral company is not required to comply with LR 9.2.2IR where it can demonstrate the factors set out in LR 6.10.3R(2).

LR 9.2.3R

[deleted]11

1
LR 9.2.4R

[deleted]1

1

Compliance with the disclosure requirements, transparency rules and corporate governance rules1

LR 9.2.5GRP

A listed company, whose equity shares5 are admitted to trading on a regulated market15, should consider the obligations under the disclosure requirements12.

51
LR 9.2.6RRP

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 9.2.6AGRP

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 9.2.6BRRP

1A listed company that is not already required to comply with the transparency rules 15must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules.

LR 9.2.6CR

16A listed company that is not already required to comply with DTR 7.3 (Related party transactions)19 must comply with DTR 7.3 as if it were an issuer to which DTR 7.3 applies, subject to the modifications set out in LR 9.2.6DR.

LR 9.2.6DR

16For the purposes of LR 9.2.6CR, DTR 7.3 is modified as follows:

  1. (1)

    DTR 7.3.2R must be read as if the words “has the meaning in UK-adopted IFRS19” are replaced by:

    “has the meaning:

    1. (a)

      in UK-adopted IFRS19; or

    2. (b)

      where the listed company prepares annual consolidated financial statements in accordance with accounting standards which have been determined to be equivalent to UK-adopted IFRS and which are set out in the TD Equivalence Decision19,

      1. (i)

        in UK-adopted IFRS19, or

      2. (ii)

        in the equivalent accounting standards in accordance with which its annual consolidated financial statements are prepared;

      at the choice of the listed company.”

  2. (2)

    DTR 7.3.8R(2) and (3) do not apply;

  3. (3)

    DTR 7.3.9R must be read as follows:

    1. (a)

      as if the words “after obtaining board approval” are replaced by “after publishing an announcement in accordance with DTR 7.3.8R(1)”; and

    2. (b)

      the reference to DTR 7.3.8R must be read as a reference to DTR 7.3.8R as modified by LR 9.2.6DR(2); and

  4. (4)

    in DTR 7.3.13R the references to DTR 7.3.8R must be read as references to DTR 7.3.8R as modified by LR 9.2.6DR(2).

Disclosure of rights attached to equity shares

LR 9.2.6ER

18Unless exempted in LR 9.2.6HR, a listed company must:

  1. (1)

    forward to the FCA for publication a copy of one or more of the following:

    1. (a)

      the approved prospectus or listing particulars for its listed equity shares;

    2. (b)

      the relevant agreement or document setting out the terms and conditions on which its listed equity shares were issued; or

    3. (c)

      a document describing:

      1. (i)

        the rights attached to its listed equity shares;

      2. (ii)

        limitations on such rights; and

      3. (iii)

        the procedure for the exercise of such rights,

      produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the listed company been required to produce a prospectus for those listed equity shares; and

  2. (2)

    if the information in relation to the rights attached to its listed equity shares set out in the document previously forwarded in accordance with (1) is no longer accurate, forward to the FCA for publication a copy of either of the following:

    1. (a)

      a new document in accordance with (1); or

    2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the listed company’s listed equity shares.

LR 9.2.6FR

18The documents in LR 9.2.6ER must be forwarded to the FCA for publication by uploading them to the national storage mechanism22.

LR 9.2.6GG

18The purpose of LR 9.2.6ER is to require listed companies to maintain publicly available information in relation to the rights attached to their listed equity shares so that investors can access such information.

LR 9.2.6HR

18A listed company is exempt from LR 9.2.6ER where:

  1. (1)

    it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in LR 9.2.6ER(1);

  2. (2)

    if the information in relation to the rights attached to its listed equity shares set out in the document previously forwarded or filed in accordance with (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following:

    1. (a)

      one of the documents specified in LR 9.2.6ER(1); or

    2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the listed company’s listed equity shares, and

  3. (3)

    the documents in (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by:

    1. (a)

      forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility22; or

    2. (b)

      uploading them to the national storage mechanism22.

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 9.2.11RRP

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 9.2.12GRP

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 9.2.13GRP

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

LR 9.2.13ARRP

8In relation to the provision of a sponsor service, a company with a premium listing 14must 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 9.2.15RRP

A listed company must comply with LR 6.14.1R to LR 6.14.3R13 at all times.

LR 9.2.15AGRP

[deleted]21

913

Publication of unaudited financial information

LR 9.2.18RRP
  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 9.2.19GRP

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 PR Regulation17; 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 9.2.20RRP

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 9.2.21RRP
  1. (1)

    Subject to LR 9.2.22AR, where20 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. 20

  2. (2)

    Where the provisions of LR 5.2.5R(2), LR 5.4A.4R(3)(b)(ii), LR 5.4A.4R(3)(c)(ii) or LR 9.2.2ER require that the resolution must in addition be approved by independent shareholders, only independent shareholders who hold the listed company’s shares that have been admitted to premium listing can vote.20

9101014
LR 9.2.22GRP

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.

Voting on matters relevant to premium listing by holders of specified weighted voting rights shares

LR 9.2.22AR
  1. (1)

    20Holders of specified weighted voting rights shares may participate in a vote on matters falling within the provisions referred to in LR 9.2.21R in accordance with the voting rights attached to those shares.

  2. (2)

    LR 9.2.22AR(1) only applies with respect to issuers:

    1. (a)

      to which the condition in LR 6.9.1AR applied on the first occasion they made an application for shares to be admitted to premium listing; and

    2. (b)

      which have had no class of weighted voting rights shares in issue other than specified weighted voting rights shares since the issuer first had a class of shares admitted to premium listing.

  3. (3)

    Subject to paragraph (4), the exception to LR 9.2.21R in paragraph (1) applies for a period of 5 years beginning with the date on which the issuer first had a class of shares admitted to premium listing.

  4. (4)

    Where an admission of shares to premium listing is connected with a transaction or arrangement of the kind listed below in relation to a listed company (A), the exception to LR 9.2.21R in paragraph (1) applies for a period of 5 years beginning with the date on which A first had a class of shares admitted to premium listing:

    1. (a)

      an acquisition of A;

    2. (b)

      a reorganisation or restructuring of A’s group;

    3. (c)

      the listing of a new holding company of A;

    4. (d)

      a reverse takeover in connection with A;

    5. (e)

      a merger involving A’s business;

    6. (f)

      any transaction or arrangement having similar effect to those set out in (a) to (e).

LR 9.2.22BG

20The purpose of LR 9.2.22AR(4) is to ensure that holders of specified weighted voting rights shares only participate in the shareholder votes referred to for 5 years from the date of company A’s initial listing, and not, for example, 5 years from the date of any new holding company’s admission to listing. A group restructuring or a reverse takeover or another similar transaction should not have the effect of artificially extending the period within which holders of A’s specified weighted voting rights shares may exercise voting rights on the matters relevant to premium listing referred to in LR 9.2.21R(1).

LR 9.2.22CR

20Specified weighted voting rights shares are weighted voting rights shares of a class which meet the following conditions:

  1. (1)

    subject to paragraph (2), each share carries the same number of votes on matters at a general meeting of the company as a share in the class admitted to premium listing;

  2. (2)

    in relation to the following matters only, each share may carry up to 20 times the votes carried by a share in the class admitted to premium listing:

    1. (a)

      the removal of the holder as a director whether under section 168 of the Companies Act 2006 or otherwise; and

    2. (b)

      following a change of control in the issuer, any matter; and

  3. (3)

    the shares may only be held by a director of the issuer or, following the death of a director, a beneficiary of the director’s estate.

LR 9.2.22DR
  1. (1)

    20For the purposes of LR 9.2.22CR(1)(b), (subject to paragraph (2)) a change of control is the acquisition by any person of an interest in shares in a listed company that, taken together with shares in which that person and any persons acting in concert with them are interested, results in that person being entitled to exercise or control the exercise of more than 50 per cent of the votes able to be cast on all or substantially all matters at general meetings of the company.

  2. (2)

    There is no change of control for the purposes of LR 9.2.22CR(1)(b) where the person acquiring an interest in shares is a holder of specified weighted voting rights shares or any person acting in concert with that person.

  3. (3)

    Without prejudice to the generality of paragraph (1), if such an acquisition is effected by means of:

    1. (a)

      a scheme of arrangement under Part 26 of the Companies Act 2006, a change of control occurs when the scheme of arrangement becomes effective;

    2. (b)

      a takeover offer under Part 28 of the Companies Act 2006, a change of control occurs when the takeover offer becomes unconditional in all respects.

LR 9.2.22EG

20The effect of LR 9.2.22AR(1) and LR 9.2.22CR is that:

  1. (1)

    the holder of specified weighting voting rights shares may vote on matters otherwise reserved to holders of premium listed shares under LR 9.2.21R(1) on the same basis as those shareholders, subject to LR 9.2.22AR(2) to (4); and

  2. (2)

    if there is a change of control, the holder of a specified weighted voting rights share may then vote on such matters on the basis of weighted voting rights of up to 20 times the votes attaching to a premium listed share, subject to LR 9.2.22AR(2) to (4) and LR 9.2.22CR.

LR 9.2.22FG

20The FCA may modify the operation of LR 9.2.21AR to LR 9.2.21DR 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 9.2.23RRP

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 9.2.2ABR, LR 9.2.2ADR,13 LR 9.2.2E R, LR 9.2.2F R, LR 9.2.15 R, LR 9.2.21 R or LR 9.2.22AR20.

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

LR 9.2.24RRP

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 undertaking in LR 6.5.4R or LR 9.2.2ADR(1)13 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 6.5.5R(2)(a)13 or LR 9.2.2BR (2)(a)) contained in an agreement entered into under LR 6.5.4R or LR 9.2.2ADR(1)13 has not been complied with by a controlling shareholder.

9Notifications to the FCA: notifications regarding LR 9.8.4AR

LR 9.2.25RRP

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 9.2.26GRP

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.