Related provisions for LR 18.4.3B
1 - 20 of 27 items.
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]
(1) For the certificates to be listed, the securities which the certificates represent must be freely transferable. [Note: Articles 46, 54 and 60 CARD](2) For the certificates to be listed, the securities which the certificates represent must be fully paid and free from all liens and from any restriction on the right of transfer (except any restriction imposed for failure to comply with a notice under section 793 of the Companies Act 2006 (Notice by company requiring information
(1) If an application is made for the admission of a class of certificates representing shares of an overseas company, a sufficient number of certificates must, no later than the time of admission, be distributed to the public6.(2) [deleted]6(3) For the purposes of paragraph (1), a sufficient number of certificates will be taken to have been distributed to the public when 10% 7of the certificates for which application for admission has been made are in public hands.(4) For the
5When calculating the number of certificates for the purposes of LR 18.2.8R (4)(a)(v), holdings of investment managers in the same group where investment decisions are made independently by the individual in control of the relevant fund and those decisions are unfettered by the group to which the investment manager belongs will be disregarded.
To be listed, the certificates representing certain securities must satisfy the requirements set out in LR 2.2.2 R to LR 2.2.11 R. For this purpose, in those rules references to securities are to be read as references to the certificates representing certain securities for which application for listing is made.
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
An overseas company that is the issuer of the equity shares which the certificates represent must comply with:(1) the requirements of this section;(2) the continuing obligations set out in LR 14.3 (Continuing obligations) (other than in LR 14.3.2 R, LR 14.3.15 R, LR 14.3.25R and LR 14.3.26R6), LR 18.2.8 R3 and LR 18.4.3A R2; and1(3) the obligations in articles 17 and 18 of the Market Abuse Regulation4 as if it were an issuer for the purposes of those obligations and4 the transparency
(1) An issuer of securities represented by listedcertificates representing certain securities must notify a RIS of any change of depositary.(2) The notification required by paragraph (1) must be made as soon as possible, and in any event by 7.30 a.m. on the business day following the change of depositary, and contain the following information:(a) the name, registered office and principal administrative establishment if different from the registered office of the depositary;(b)
The FCA will generally be satisfied that there is sufficient information in the market about the propos ed transaction if: (1) the target has shares or certificates representing equity securities admitted to a regulated market; and(2) the shell company6 makes an announcement stating that the target has complied with the disclosure requirements applicable on that regulated market and providing details of where information disclosed pursuant to those requirements can be obtaine
Where the issuer'slisting is cancelled following completion of a reverse takeover, the issuer must re-apply for the listing of the shares or certificates representing equity securities and satisfy the relevant requirements for listing, except that for an issuer with a premium listing, LR 6.2.1R(3) and
LR 6.2.4R(2)6
will not apply in relation to the issuer's accounts.
Where an issuer acquires the shares or certificates representing equity securities of a target with a different listing category from its own and the issuer wishes to maintain its existing listing category, the FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if: (1) the issuer will continue to be eligible for its existing listing category following completion of the transaction;(2) the issuer provides an eligibility letter
A 'relevant investment' in article 43 means:(1) shares or debentures or alternative debentures;3 and(2) warrants and certificates representing certain securities relating to (1) and issued by G or a person acting on behalf of or under arrangements made with C.Article 43 allows a company to communicate a financial promotion to its shareholders about rights issues or a cash offer by a third party for their shares. It also allows a company to communicate with its creditors about
Article 59 imposes certain conditions.(1) The financial promotion must be an inducement and not be an invitation or amount to advice to acquire or dispose of an investment.(2) The inducement must not relate to any investment other than shares or debentures or alternative debentures3 issued, or to be issued, by1 the company making the financial promotion (or a member of its group) or warrants relating to or certificates representing such shares or debentures or alternative debentures.3(3)
Article 67 exempts any financial promotion other than an unsolicited real time financial promotion which relates to shares, debentures, alternative debentures3, government and public securities, warrants or certificates representing certain securities which are permitted to be traded or dealt in on a relevant market. A relevant market for the purposes of article 67 is one which meets the criteria in Part I of, or is specified in or established under the rules of an exchange specified
A requirement common to the exemptions in articles 59, 67 and 69 is that the financial promotions must not relate to investments other than those issued, or to be issued,1 by the company or a member of its group. The FCA is aware that there is concern about comments made in company statements or briefings. This is that they may be held to be inducements to acquire or dispose of, or exercise rights conferred by, an investment issued by a third party. For example, traded options
9[Note: article 3 of MiFIR covers pre-trade transparency requirements for trading venues in respect of shares, depositary receipts8, ETFs, certificates and other similar financial instruments, and article 8 of MiFIR imposes similar requirements in respect of bonds, structured finance products, emission allowances and derivatives]7
9[Note: MiFID RTS 1 on transparency requirements for trading venues in respect of shares, depositary receipts8, exchange traded funds, certificates and other similar financial instruments and the obligation for investment firms to execute transactions in certain shares on a trading venue or a systematic internaliser]
9[Note: article 6 of MiFIR now covers post-trade transparency requirements for trading venues in respect of shares, depositary receipts8, ETFs, certificates and other similar financial instruments and article 10 of MiFIR imposes similar requirements in respect of bonds, structured finance products, emission allowances and derivatives]7
Article 27(1) of the MiFID Regulation
2Post-trade transparency obligation |
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1. |
... regulated markets, and ... market operators operating an MTF shall, with regard to transactions in respect of shares admitted to trading on regulated markets concluded ... within their systems, make public the following details: |
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(a) |
the details specified in points 2, 3, 6, 16, 17, 18 and 21 of Table 1 of Annex I [(see REC 2.6.16 EU)] |
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(b) |
an indication that the exchange of shares is determined by factors other than the current market valuation of the share, where applicable [(see REC 2.6.17 EU)]; |
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(c) |
an indication that the trade was a negotiated trade, where applicable; |
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(d) |
any amendments to previously disclosed information, where applicable. |
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Those details shall be made public either by reference to each transaction or in a form aggregating the volume and price of all transactions in the same share taking place at the same price at the same time. |
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2In determining whether a UK RIE is ensuring that business conducted by means of its facilities is conducted in an orderly manner (and so as to afford proper protection to investors), the FCA5 may have regard to whether the UK RIE's arrangements and practices: 5(1) enable members and clients for whom they act to obtain the best price available at the time for their size and type of trade;(2) demonstrate that the UK RIE is able to satisfy:7(a) either or both of the following:7(i)
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
1An issuer must comply with the rules that are applicable to every security in the category of listing which applies to each security the issuer has listed. The categories of listing are:(1) premium listing (commercial company); (2) premium listing (closed-ended investment fund);(3) [deleted]4(3A) premium listing (sovereign controlled commercial company);3(4) standard listing (shares);(4A) standard listing (open-ended investment companies);4(5) standard listing (debt and debt-like
This exemption disapplies the restriction in section 21 of the Act from non-real time financial promotions or solicited real time financial promotions which are made to a person who the communicator believes on reasonable grounds to be a certified high net worth individual and which relate to certain investments. These investments must be either:7(1) shares in or debentures or alternative debentures7 of an unlisted company; or(2) warrants,certificates representing certain securities,
Several exemptions, including article 43 of the Financial Promotion Order (Members and creditors of certain bodies corporate), apply only in relation to relevant investments being shares or debentures or alternative debentures7 in the body corporate or a member of its group, or warrants or certificates representing certain securities relating to such shares or debentures or alternative debentures.7 In the FCA's view, an exchangeable debt security which is partly a debenture or
(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) This rule does not apply in respect of a transferable security or an approved money-market instrument to which COLL 5.2.12R (Spread: government and public securities) applies21.(2) For the purposes of this rule companies included in the same group for the purposes of consolidated accounts as defined in accordance with section 399 of Companies Act 2006, Directive 2013/34/EU25 or, in the same group in accordance with international accounting standards, are regarded as a single
There is an exclusion for any instrument that would otherwise fall within the specified investment category of units in a collective investment scheme. But the exclusion does not apply where the underlying investments covered by the certificate are issued by the same (non-public sector) issuer or constitute a single issue of public sector debt (such as a single issue of gilts). Certificates or other instruments conferring rights in respect of investments in these two cases continue
The following minimum information from
the PR Regulation5 must be included
in listing particulars:(1) for an issue of bonds including
bonds convertible into the issuer's shares or exchangeable into a third party issuer'sshares or
derivative securities1, irrespective of the denomination
of the issue, the minimum information required by Annexes 7 and 15 of the PR Regulation5;11(2) the additional information required
by Annexes 17 and 18 of the PR Regulation5 where
relevant;(3) for
Table Controlled investments
1. |
A deposit. |
2. |
Rights under a contract of insurance. |
3. |
Shares etc. |
4 |
Instruments creating or acknowledging indebtedness (referred to in the Glossary as debentures and alternative debentures).9 |
5. |
Government and public securities. |
6. |
Instruments giving entitlement to investments (referred to in the Glossary as warrants). |
7. |
Certificates representing certain securities. |
8. |
Units in a collective investment scheme. |
9. |
Rights under a stakeholder pension scheme or a personal pension scheme2. |
10. |
Options. |
11. |
Futures. |
12. |
Contracts for differences etc. |
1112A. |
Emission allowances |
13. |
Lloyd's syndicate capacity and syndicate membership. |
14. |
Funeral plan contracts |
15. |
Agreements for qualifying credit |
316. |
Rights under a home reversion plan. |
317. |
Rights under a home purchase plan. |
717A. |
Rights under a regulated sale and rent back agreement 10 |
1017B. |
Rights under a relevant credit agreement (including rights under a paragraph 4C agreement) |
1017C. |
Rights under a consumer hire agreement |
18.3 3 |
Rights to or interests in anything falling under 1 to 143 above. 3 |
LR 3.4.4 R to LR 3.4.6 R1 apply to an applicant that is seeking admission of any of the following types of securities:1(1) debt securities;(2) asset-backed securities;(3) certificates representing certain securities;2(4) [deleted]11(5) convertible securities;21(6) miscellaneous securities; and2(7) preference shares that are specialist securities.2
For the purposes of article 53(1)3 of the Regulated Activities Order, a security or relevant investment is any one of the following:(1) shares;(2) debentures;(2A) alternative debentures;2(3) government and public securities;(4) warrants;(5) certificates representing certain securities;(6) units in collective investment schemes;(7) stakeholder pension schemes or personal pension schemes1;(7A) emission allowances;4(8) options;(9) futures;(10) contracts for differences;(11) contracts