Related provisions for LR 8.3.5

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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.
LR 8.7.1ARRP
(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) 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) This rule applies only to documents or information reasonably required by the FSA in connection with the
LR 8.7.2GRP
The FSA uses a variety of tools to monitor whether a sponsor:(1) continues to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R; and(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.
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.
LR 8.7.7RRP
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:77(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(1A) for each of the criteria in that rule, detailsof the basis upon which it considers that it meets the criteria.5(2) [deleted]55(3) [deleted]55(4) [deleted]55
LR 8.7.7ARRP
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.]
LR 8.7.8RRP
A sponsor must notify the FSA in writing as soon as possible if:(1) the sponsor ceases to satisfy the criteria for approval as a sponsor set out in LR 8.6.5 R; or(2) the sponsor, or any of its employees who provide sponsor services,5 are:5(a) convicted of any offence involving fraud, theft or other dishonesty; or(b) the subject of a bankruptcy proceeding, a receiving order or an administration order; or(3) any of its employees who providesponsor services5are disqualified by a
LR 8.7.10GRP
Written notifications should be sent to the Sponsor Supervision Team at the FSA's address.
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.53
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) the sponsor's name;(2) a clear explanation of the background and reasons for the request;(3) the date on which the sponsor requests the cancellation to take effect;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) the name and contact details of the person at the
LR 8.6.1GRP
The FSA will maintain a list of sponsors on its website.
LR 8.6.2RRP
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:4(1) a completed Sponsor Firm Application Form; and4(2) [deleted]44(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.]4
LR 8.6.3RRP
A person wanting to provide sponsor services4and be included on the list of sponsors must also submit:4(1) all additional documents, explanations and information as required by the FSA; and(2) verification of any information in such a manner as the FSA may specify.
LR 8.6.4GRP
When considering an application for approval as a sponsor the FSA may:(1) carry out any enquiries and request any further information which it considers appropriate, including consulting other regulators;(2) request that the applicant or its specified representative answer questions and explain any matter the FSA considers relevant to the application;(3) take into account any information which it considers appropriate in relation to the application.22(4) [deleted]22[Note: The
LR 8.6.5RRP
The FSA will approve a person as a sponsor only if it is satisfied that the person :4(1) is 4an authorised person or a member of a designated professional body;(2) is 4competent to performsponsor services4; and(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
LR 8.6.7RRP
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.4
LR 8.6.9BGRP
4In assessing whether a person is competent to provide, or to continue to provide, sponsor services, the FSA may also take into account, where relevant, the quality of anyguidance or advice on the listing rules or disclosure rules and transparency rules5the person has given in circumstances other than in providing sponsor services.5
LR 8.6.13GRP
The nature and extent of the systems and controls which a sponsor will need to maintain will depend upon a variety of factors including:(1) the nature, scale and complexity of its business;(2) the diversity of its operations;(3) the volume and size of the transactions it undertakes;4(4) the volume and size of the transactions it anticipates undertaking in the following year; and44(5) the degree of risk associated with the transactions it undertakes.4
LR 8.6.19RRP
4For each transaction for which it provides sponsor services, a sponsor must:(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) ensure that thecontact person or persons: (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(b) are available to answer queries from the FSA on any business
LR 8.3.1RRP
A1sponsor must in relation to a sponsor service:11(1) referred to in LR 8.2.1 R, 1provide assurance to the FSA when required that the responsibilities of the listed company or applicant under the listing rules have been met; and(2) referred to in LR 8.2.1 R, LR 8.2.2 R or LR 8.2.3 R, 1guide the listed company or applicant in understanding and meeting its responsibilities under the listing rules anddisclosure rules and transparency rules.2112
LR 8.3.2GRP
The1sponsor will be the main point of contact with the FSA for any matter referred to in LR 8.2.1 The FSA expects to discuss all issues relating to a transaction and any draft or final document directly with the sponsor. However, in appropriate circumstances, the FSA will communicate directly with the listed company or applicant.11
LR 8.3.5ARRP
1A sponsor must in relation to a sponsor service disclose to the FSA in a timely manner any material information relating to the sponsor or to a listed company or applicant of which it has knowledge which concerns non-compliance with the listing rules or disclosure rules and transparency rules2.2
LR 8.3.8GRP
1Conflicts to be identified include circumstances that could create a perception in the market that a sponsor may not be able to perform its functions properly.
LR 8.3.12GRP
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 FSA before it decides if it can provide a sponsor service.
LR 8.4.2RRP
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) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(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
LR 8.4.3RRP
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FSA2 either:2(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(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) submit a completed Shareholder Statement or Pricing Statement, as applicable, to the
LR 8.4.4GRP
Depending on the circumstances of the case, a sponsor providing services to an applicant on an application for admission to listing may have to confirm in writing to the FSA that the board of the applicant has allotted the equity shares.5 [Note: see LR 3.3.4 R]5
LR 8.4.8RRP
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) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is
LR 8.4.9RRP
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FSA either:(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; or11(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) submit a completed Shareholder Statement or Pricing Statement, as applicable, to the
LR 8.4.10GRP
Depending on the circumstances of the case, a sponsor providing services to an applicant on an application for admission to listing may have to confirm in writing to the FSA the number of equity shares5 to be allotted or admitted1. [Note: see LR 3.31]151
LR 8.4.12RRP
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) the listed company has satisfied all requirements of the listing rules relevant to the production of a class 1 circular or other circular;(2) the transaction will not have an adverse impact on the listed company's ability
LR 8.4.13RRP
A sponsor acting on a transaction falling within LR 8.4.11 R must:(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) 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) ensure that all matters known to it which, in its reasonable opinion, should be taken into
LR 8.4.14RRP
In relation to a proposed transfer under LR 5.4A, a sponsor appointed in accordance with LR 8.2.1A Rmust:(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) submit a completed Sponsor’s Declaration to the FSA for the proposed transfer on the day the circular
LR 8.4.15RRP
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, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(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) the issuer has satisfied all requirements relevant to the production of the circular required
LR 5.6.6RRP
An issuer, or in the case of an issuer with a premium listing, its sponsor, must contact the FSA as early as possible:(1) before announcing a reverse takeover which has been agreed or is in contemplation, to discuss whether a suspension of listing is appropriate; or (2) where details of the reverse takeover have leaked, to request a suspension.
LR 5.6.17RRP
Where an issuer has a premium listing, a sponsor must provide written confirmation to the FSA that in its opinion, it is reasonable for the issuer to provide the declarations described in LR 5.6.15G (3) and (4).
LR 8.5.1RRP
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)1.12
LR 8.5.2RRP
(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) In the case of a dismissal, the reasons for the dismissal must be included in the notification.(3) The notification must be copied to the sponsor.
LR 8.5.3RRP
Where a listed company or applicant appoints more than one sponsor , the company must:(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) inform the FSA, in writing, of the name and contact details of the sponsor taking responsibility under LR 8.5.3R (1)22.
LR 1.2.1RRP
(1) The FSA may dispense with or modify the listing rules in such cases and by reference to such circumstances as it considers appropriate (subject to the terms of EU directives and the Act).(2) A dispensation or modification may be either unconditional or subject to specified conditions.(3) If an issuer or sponsor has applied for, or been granted, a dispensation or modification, it must notify the FSA immediately it becomes aware of any matter which is material to the relevance
LR 1.2.5GRP

An issuer or sponsor should consult with the FSA at the earliest possible stage if it:

  1. (1)

    is in doubt about how the listing rules apply in a particular situation; or

  2. (2)

    considers that it may be necessary for the FSA to dispense with or modify a listing rule.

LR 1.2.6GRP

2Where a listing rule refers to consultation with the FSA, submissions should be made in writing other than in circumstances of exceptional urgency or in the case of a submission from a sponsor in relation to the provision of a sponsor service.

Address for correspondence

Note:The FSA's address for correspondence is:

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London, E14 5HS

Tel: 020 7066 8333

http://www.fsa.gov.uk/Pages/Doing/UKLA/index.shtml

LR 3.3.3RRP
The1 following documents signed by a sponsor (if a sponsor is required under LR 8) or by a duly authorised officer of the applicant (if a sponsor is not required under LR 8) 1must be submitted, in final form, to the FSA before 9 a.m. on the day the FSA is to consider the 1application:1(1) a completed Shareholder Statement, in the case of an applicant that is applying for a listing of a class of 1shares4 for the first time; or [Note: see LR 8.4.3 R and LR 8.4.9 R1];414(2) a completed
LR 3.3.4RRP
If written confirmation of the number of shares 4to be allotted pursuant to a board resolution1 cannot be submitted to the FSA by the deadline set out in LR 3.3.2 R or the number of shares4to be admitted is lower than the number notified under LR 3.3.2 R,1 written confirmation of the number of shares4to be allotted or admitted must be provided to the FSA by 1the applicant or its sponsor at least one hour before the admission to listing is to become effective.14144141
LR 8.2.1RRP
A company with, or applying for, a premium listing of its equity shares5 must appoint a sponsor on each occasion that it:4(1) makes an application for admission of equity shares5 which:(a) requires the production of a prospectus or equivalent document1; or(b) is accompanied by a certificate of approval from another competent authority; or(c) is accompanied by a summary document as required by PR 1.2.3R (8); or(d) requires the production of listing particulars and is referred to
LR 10.8.3GRP
The following documents should be provided in writing to the FSA:(1) confirmation from the listed company that:(a) negotiation does not allow time for shareholder approval;(b) all alternative methods of financing have been exhausted and the only option remaining is to dispose of a substantial part of their business;(c) by taking the decision to dispose of part of the business to raise cash, the directors are acting in the best interests of the company and shareholders as a whole
LR 1.4.1RRP
(1) If it appears to the FSA that there is, or there may be, a breach of the listing rules or the disclosure rules and transparency rules4 by an issuer with a premium listing4, the FSA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules, the disclosure rules and the transparency rules4.4(2) If required to do so under (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the application of
LR 5.4A.3RRP
(1) If an issuer wishes to transfer its category of equity shares2listing it must notify the FSA of the proposal.(2) The notification must be made as early as possible and in any event not less than 20 business days before it sends the circular required under LR 5.4A.4 R (2)(a) or publishes the announcement required under LR 5.4A.5 R (2).(3) The notification must include:(a) an explanation of why the issuer is seeking the transfer;(b) if a sponsor's letter is not required under
LR 5.5.3GRP
(1) The FSA will not automatically suspend, cancel or restore the listing of securities at the request of an overseas exchange or overseas authority (for example, if listing of a listed3issuer'ssecurities are suspended, cancelled or restored on its home exchange).(2) The FSA will not normally suspend the listing of securities where there is a trading halt for the security on its home exchange.(3) If a listedissuer3 requests a suspension, cancellation or restoration of the listing
LR 13.5.27BRRP
2Where a listed company proposes to rely on LR 13.5.27R (1)(b), its sponsor must submit to the FSA an assessment of the appropriateness of the standards applicable to an investment exchange or multilateral trading facility against the factors set out in LR 13.5.27AG (1) to (7) and any other matters that it considers should be noted. The assessment must be submitted before or at the time the listed company submits the draft class 1 circular.
LR 13.2.4RRP
The following documents (to the extent applicable) must be lodged with the FSA in final form before it will approve a circular:(1) a Sponsors Declaration for the Production of a Circular completed by the sponsor;(2) for a class 1 circular or related party circular, a letter setting out any items of information required by this chapter that are not applicable in that particular case;(3) the sponsor's Conflicts Declaration2; and(4) any other document that the FSA has sought in advance
LR 1.1.1RRP
1LR applies as follows:(1) all of LR (other than LR 8.3, LR 8.4, LR 8.6 and LR 8.7) applies to an issuer; and(2) LR 1, LR 8.1, LR 8.3, LR 8.4, LR 8.6 and LR 8.7 apply to a sponsor and a person applying for approval as a sponsor.FSA performing functions as competent authorityNote: In relation to the listing rules, the FSA is performing functions as the competent authority under Part VI of the Act (see section 72(1) of the Act).Note: when exercising its functions as the competent
LR 10.2.11GRP
The FSA may modify these rules to require the aggregation of transactions in circumstances other than those specified in LR 10.2.10 R.Note: If an issuer is proposing to enter into a transaction that could be a Class 1 transaction or reverse takeover it is required under LR 8 to obtain the guidance of a sponsor to assess the potential application of LR 10.