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Related provisions for LR 3.4.3
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1An applicant must have published or filed historical financial information that:(1) covers at least three years;
[Note: article 44 of the CARD]
(2) represents at least 75% of the applicant's business for the period in (1);(3) unless LR 5.6.21R applies, has a latest balance sheet date that is not more than: (a) six months before the date of the prospectus or listing particulars for the relevant shares; and(b) nine months before the date the shares are admitted to listing; and(4)
(1) 1In determining what amounts to 75% of the applicant's business for the purpose of LR 6.2.1R(2), the FCA will consider the size, in aggregate, of all of the acquisitions that the applicant has entered into during the period required by LR 6.2.1R(1) and up to the date of the prospectus or listing particulars, relative to the size of the applicant as enlarged by the acquisitions.(2) In ascertaining the size of the acquisitions relative to the applicant for the purposes of LR
1Where an applicant has made an acquisition or series of acquisitions such that its own consolidated financial information is insufficient to meet the 75% requirement in LR 6.2.1R(2), there must be historical financial information relating to the acquired entity or entities which has been published or filed and that:(1) covers the period from at least three years prior to the date under LR 6.2.1R(3) up to the earlier of:(a) the date in LR 6.2.1R(3); or(b) the date of acquisition
1An applicant must:(1) take all reasonable steps to ensure that the person providing the opinion in LR 6.2.4R(1) is independent of it; and(2) obtain written confirmation from the person providing the opinion in LR 6.2.4R(1) that it complies with guidelines on independence issued or approved by its national accountancy or auditing bodies.
(1) If it appears to the FCA that there is, or there may be, a breach of the listing rules or the disclosure requirements6 and transparency rules4 by an issuer with a premium listing4, the FCA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules, the disclosure requirements6 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
5Where a listing rule requires an issuer who is not subject to DTR 6.3.1 R to use the services of an RIS, the issuer must comply with the provisions of DTR 6.3, except in relation to information which is required to be disclosed under 7articles 17 and 196 of the Market Abuse Regulation6 or the DTR.6
(1) An issuer that has the listing of any of its securities suspended may request the FCA to have them restored.(2) The request should be made sufficiently in advance of the time and date the issuer wishes the securities to be restored.(3) Requests received for when the market opens should allow sufficient time for the FCA to deal with the request.(4) The request may be an oral request. The FCA may require documentary evidence that the events that lead to the suspension are no
(1) If an issuer has requested the FCA to restore the listing of any securities, it may withdraw its request at any time while the securities are still suspended. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible.(2) Even if a request to restore has been withdrawn, the FCA may restore the listing of securities if it believes the circumstances justify it.
(1) If an underlying instrument is restored, the securitised derivative'slisting will normally be restored.(2) For a securitised derivative relating to a basket of underlying instruments that has been suspended, the securitised derivative's listing may be restored by the FCA, irrespective of whether or not the underlying instrument has been restored, if:(a) the issuer of the securitised derivative confirms to the FCA that despite the relevant underlying instrument(s) suspension
If an application is made for the admission of certificates representing certain securities, the issuer of the securities which the certificates represent is the issuer for the purpose of the listing rules and the application will be dealt with as if it were an application for the admission of the securities.
For the certificates to be listed, the securities which the certificates represent must:(1) conform with the law of the issuer's place of incorporation;(2) be duly authorised according to the requirements of the issuer's constitution; and(3) have any necessary statutory or other consents. [Note: Articles 45 and 53 CARD]
A depositary that issues certificates representing certain securities must maintain adequate arrangements to safeguard certificate holders' rights to4 the securities to which the certificates relate, and to4 all rights relating to the securities and all money and benefits that it may receive in respect of them, subject only to payment of the remuneration and proper expenses of the issuer of the certificates.4
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 FCA before 9 a.m. on the day the FCA 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
If written confirmation of the number of shares 4to be allotted pursuant to a board resolution1 cannot be submitted to the FCA 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 FCA by 1the applicant or its sponsor at least one hour before the admission to listing is to become effective.14144141
An applicant must keep copies of the following for six years after the admission to listing2:2(1) any agreement to acquire any assets, business or shares4 in consideration for or in relation to which the company's shares4are being issued;44(2) any letter, report, valuation, contract or other documents referred to in the prospectus, listing particulars, circular or other document issued in connection with those shares;44(3) the applicant'sconstitution as at the date of admission;(4)
(1) A transferable security is an investment which is any of the following:(a) a share;(b) a debenture;(ba) an alternative debenture;11(c) a government and public security;(d) a warrant; or(e) a certificate representing certain securities.(2) An investment is not a transferable security if the title to it cannot be transferred, or can be transferred only with the consent of a third party.(3) In applying (2) to an investment which is issued by a body corporate, and which is a share
(1) 7A UCITS scheme may invest in a transferable security only to the extent that the transferable security fulfils the following criteria:(a) the potential loss which the UCITS scheme may incur with respect to holding the transferable security is limited to the amount paid for it;(b) its liquidity does not compromise the ability of the authorised fund manager to comply with its obligation to redeemunits at the request of any qualifying unitholder (see COLL 6.2.16 R (3) );(c)
(1) 7(In addition to instruments admitted to or dealt in on an eligible market) a UCITS scheme may invest in an approved money-market instrument provided it fulfils the following requirements:(a) the issue or the issuer is regulated for the purpose of protecting investors and savings; and(b) the instrument is issued or guaranteed in accordance with COLL 5.2.10B R.[Note: article 50(1)(h)(i) to (iii)13 of the UCITS Directive]13(2) The issue or the issuer of a money-market instrument,
(1) 7A UCITS scheme may invest in an approved money-market instrument if it is:(a) issued or guaranteed by any one of the following:(i) a central authority of the United Kingdom or25 an EEA State or, if the EEA State is a federal state, one of the members making up the federation;(ii) a regional or local authority of the United Kingdom or25 an EEA State;(iii) the Bank of England,25 the European Central Bank or a central bank of an EEA State;(iv) the European Union or the European
(1) 7In the case of an approved money-market instrument within COLL 5.2.10BR (1)(b) or issued by a body of the type referred to in COLL 5.2.10E G; or which is issued by an authority within COLL 5.2.10BR (1)(a)(ii) or a public international body within COLL 5.2.10BR (1)(a)(vi) but is not guaranteed by a central authority within COLL 5.2.10BR (1)(a)(i), the following information must be available:(a) information on both the issue or the issuance programme, and the legal and financial
(1) 7In addition to instruments admitted to or dealt in on an eligible market, a UCITS scheme may also with the express consent of the FCA (which takes the form of a waiver under sections 138A and 138B of the Act as applied by section 250 of the Act or regulation 7 of the OEIC Regulations) invest in an approved money-market instrument provided:(a) the issue or issuer is itself regulated for the purpose of protecting investors and savings in accordance with COLL 5.2.10AR (2);(b)
(1) 13An authorised fund manager of a UCITS scheme must ensure that counterparty risk arising from an OTC derivative transaction is subject to the limits set out in COLL 5.2.11R (7) and COLL 5.2.11R (10).(2) When calculating the exposure of a UCITS scheme to a counterparty in accordance with the limits in COLL 5.2.11R (7), the authorised fund manager must use the positive mark-to-market value of the OTC derivative contract with that counterparty.(3) An authorised fund manager
12A firm must notify the FCA18 in writing of its intention to issue a capital instrument which it intends to include within its capital resources at least one month before the intended date of issue, unless there are exceptional circumstances which make it impracticable to give such a period of notice, in which event the firm must give as much notice as is practicable in those circumstances. When giving notice, a firm must:(1) provide details of the amount of capital the firm
12A firm must notify the FCA18 in writing, no later than the date of issue, of its intention to issue a capital instrument listed in GENPRU 2.2.61E R which it intends to include within its capital resources. When giving notice, a firm must: (1) provide the information set out at GENPRU 2.2.61BR (1) to (3); and(2) confirm that the terms of the capital instrument have not changed since the previous issue by the firm of that type of capital instrument.
The conditions that an item of capital of a firm must comply with under GENPRU 2.2.62R (2)1 are as follows:(1) it is issued by the firm;(2) it is fully paid and the proceeds of issue are immediately and fully available to the firm;(3) it:(a) cannot be redeemed at all or can only be redeemed on a winding up of the firm; or(b) complies with the conditions in GENPRU 2.2.70 R (Basic requirements for redeemability)21;(4) the item of capital meets the following conditions in relation
8GENPRU 2.2.127R (4) does not apply if the firm has conducted a properly reasoned analysis confirming that any potential risks, including legal and operational risks, associated with cross-border issues, which undermine the quality of the capital for the issuer, that arise from an SPV not being incorporated under or governed by the laws and jurisdiction of England and Wales, Scotland or Northern Ireland, are adequately mitigated.
8The analysis must be set out in writing and dated before the date of issue of the capital instrument and the firm must be able to show that the analysis has been fully considered as part of its decision to proceed with the issue. The analysis must be conducted by a person or persons appropriately qualified to assess the relevant risks and that person may be an independent adviser or an employee of the firm who is not part of the business unit responsible for the transaction
(1) This rule deals with any transaction:(a) under which an SPV directly or indirectly funds the subscription for capital issued by the firm as described in GENPRU 2.2.124 R; or(b) that is directly or indirectly funded by a transaction in (1)(a).(2) Each undertaking that is a party to a transaction to which this rule applies (other than the firm) must be a subsidiary undertaking of the firm.(3) Each SPV that is a party to a transaction to which this rule applies must comply with
The purpose of GENPRU 2.2.133 R is to deal with a capital-raising under which the capital raised by a special purpose vehicle is passed through a number of undertakings before it is invested in the firm. If the capital resources of the firm fall below, or are likely to fall below, its capital resources requirement the firm should replace the capital issued by that first special purpose vehicle with a tier one instrument directly issued by the firm which complies with GENPRU 2.2.129R
(1) This rule applies to a potential tier one instrument if:(a) it is redeemable by the firm (ignoring GENPRU 2.2.77 R (Meaning of redemption));(b) it provides that if the issuer does not exercise that right or does not do so in specified circumstances the issuer must or may have to redeem it in whole or in part through the issue of shares eligible for inclusion in the firm'stier one capital resources or the instrument converts or may convert into such shares; and(c) GENPRU 2.2.77
(1) In addition to the maximum conversion ratio of 150%18GENPRU 2.2.138R (2)(b) does not permit a firm to issue shares that would have a market value that exceeds the issue price of the instrument being redeemed.88(2) In the example in GENPRU 2.2.143 G, if the market value of the ordinary shares was 250 pence at the conversion date, the maximum number of ordinary shares that may be issued to satisfy the redemption of one of the £100 par value innovative notes would be 40 (= £100
If an issuer is
relying on article 17(4) or 17(5) of the Market Abuse Regulation1 to delay the disclosure of inside
information it should prepare a holding announcement to be disclosed
in the event of an actual or likely breach of confidence. Such a holding announcement
should include the details set out in DTR 2.2.9 G (2).
The FCA will try to notify the applicant
of its decision on an application for approval of listing
particulars or supplementary
listing particulars within the same time limits as are specified
in article 20 of the Prospectus Regulation3 for an application for approval of a prospectus or supplementary
prospectus.
An issuer must ensure that after listing particulars or supplementary listing particulars are approved by the FCA, the listing particulars or supplementary listing particulars are filed and published as if the relevant requirements in PRR 3.2, article 21 of the Prospectus Regulation, the PR Regulation and the Prospectus RTS Regulation applied to them.4112
Where a listed company or applicant appoints more than one sponsor to provide a sponsor service4, the company must:(1) ensure that one sponsor4 takes responsibility for contact with the FCA in respect of administrative arrangements for the sponsor service4; and244(2) inform the FCA promptly4, in writing, of the name and contact details of the sponsor taking responsibility under (1).44
Examples of when the FCA may require the suspension of trading of a financial instrument include:(1) if an issuer fails to make an2 announcement as required by the Market Abuse Regulation2 within the applicable time-limits which the FCA considers could affect the interests of investors or affect the smooth operation of the market; or(2) if there is or there may be a leak of inside information and the issuer is unwilling or unable to issue an appropriate2 announcement required
Where an issuer proposes to issue further debt securities that are:(1) backed by the same assets; and(2) not fungible with existing classes of debt securities; or(3) not subordinated to existing classes of debt securities;the issuer must inform the holders of the existing classes of debt securities.
(1) The FCA 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 FCA 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
1This chapter applies to(1) an issuer of any of the following types of securities:(a) debt securities;(b) asset-backed securities;(c) certificates representing debt securities;2(d) specialist securities of the following types:(i) convertible securities which convert to debt securities;(ii) convertible securities which convert to equity securities;2(iii) convertible securities which are exchangeable for securities of another company; and 2(iv) preference shares2
An applicant for admission must apply to the FCA by:(1) submitting, in final form:(a) the documents described in LR 3.3 in the case of an application in respect of equity shares;44(b) the documents described in LR 3.4 in the case of an application in respect of debt securities or other securities;(c) the documents described in LR 3.5 in the case of a block listing;(2) submitting all additional documents, explanations and information as required by the FCA;(3) submitting verification
When considering an application for admission to listing, the FCA may:(1) carry out any enquiries and request any further information which it considers appropriate, including consulting with other regulators or exchanges;(2) request that an applicant, or its specified representative answer questions and explain any matter the FCA considers relevant to the application for listing;(3) take into account any information which it considers appropriate in relation to the application
(1) A notification required of voting rights arising from the holding of financial instruments4 must include the following information:(a) the resulting situation in terms of voting rights;(b) if applicable, the chain of controlled undertakings through which financial instruments4 are effectively held;(c) the date on which the threshold was reached or crossed;(d) for instruments with an exercise period, an indication of the date or time period where shares will or can be acquired,
The notification to the issuer shall be effected as soon as possible, but not later than four trading days in the case of a non-UKissuer4 and two trading days in all other cases,4 after the date on which the relevant person:(1) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting
The number of voting rights to be considered when calculating whether a threshold is reached, exceeded or fallen below is the number of voting rights in existence according to the issuer's most recent disclosure made in accordance with DTR 5.6.1 R and DTR 5.6.1A R3 but disregarding voting rights attached to any treasury shares held by the issuer (in accordance with the issuer's most recent disclosure of such holdings).[[Note: article 9(2) of the TD and article 11(3) of the TD
(1) An issuer not falling within (2) must, in relation to shares admitted to trading on a regulated market, on receipt of a notification as soon as possible and in any event by not later than the end of the trading day following receipt of the notification make public all of the information contained in the notification.(2) A non-UK issuer and any other issuers whose shares are admitted to trading on a prescribed (but not a regulated) market must, on receipt of a notification,
1In this chapter:(1) references to an2 "issuer", in relation to shares admitted to trading on a regulated market, are to an issuer whose shares are admitted to trading on a regulated market11;2(2) references to a "non-UKissuer" are to an issuer whose shares are admitted to trading on a regulated market11other than:(a) a public company within the meaning of section 4(2)7of the Companies Act 200674; and434433477(b) a company which is otherwise incorporated in, and whose principal
A10person must notify the issuer of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold 5through his direct or indirect holding of financial instruments10 falling within 2DTR 5.3.1R (1)10 (or a combination of such holdings) if the percentage of those voting rights2:2258(1) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% (or in the case of a non-UK issuer on the basis of thresholds
Voting rights attaching to the following shares are to be disregarded for the purposes of determining whether a person has a notification obligation in accordance with the thresholds in DTR 5.1.2 R:(1) (a) shares acquired; or10(b) shares underlying financial instruments within DTR 5.3.1R(1) to the extent that such financial instruments are acquired;10for the sole purpose of clearing and settlement within a settlement cycle not exceeding the period beginning with the transaction
(1) References to a market maker are to a market maker which:(a) (subject to (3) below) is authorised by the FCA or the PRA under the United Kingdom provisions which implemented MiFID11;(b) does not intervene in the management of the issuer concerned; and (c) does not exert any influence on the issuer to buy such shares or back the share price.[Note: articles 9(5) and 9(6) of the TD](2) A market maker relying upon the exemption for shares or financial instruments within DTR 5.3.1R(1)10
A primary information provider must record the following information for each announcement of regulated information it disseminates: (1) the name of any person who communicates regulated information on behalf of an issuer or other organisation to the primary information provider;(2) the name of the issuer or organisation on whose behalf the regulated information is communicated;(3) the security validation details of the issuer or organisation;(4) the date and time the regulated
A primary information provider must ensure that there is certainty about the:(1) identity of any person who submits regulated information on behalf of an issuer or organisation to the primary information provider; (2) authority of the person to submit the regulated information on behalf of the issuer or organisation; and(3) identity of the issuer or organisation on whose behalf the regulated information is submitted.
Regulated information disseminated to a media operator by a primary information provider must contain the following: (1) identification of the information as regulated information which has been disseminated by a primary information provider;(2) the unique identification number for the item of regulated information;(3) the sequence number of the regulated information;(4) a clear indication of the start of the regulated information;(5) the name of the issuer or organisation concerned;(6)
The issuer or the owner, as the case may be, should review legal advice as necessary. For example, advice should be reviewed if a relevant statutory provision is amended or where a new decision or judgment of a court might have a bearing on the conclusions reached which is material to the issuer's or owner's compliance with the requirements of the RCB Regulations or the RCB.
Unless otherwise stated, the issuer or the owner, as the case may be, must send the relevant forms and information to the FCA's address marked for the attention of the "Covered Bonds Team, Prudential Specialists Department1" by any of the following methods:(1) post; or(2) leaving it at the FCA's address and obtaining a time-stamped receipt; or(3) email to rcb@fca.org.uk.