Related provisions for LR 18.2.7

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LR 3.4.4RRP
An applicant referred to in LR 3.4.1 R must submit, in final form, to the FSA by midday two business days before the FSA is to consider the application:(1) a completed Application for Admission of Securities to the Official List;(2) either:(a) the prospectus, or listing particulars that has been approved by the FSA; or(b) a copy of the prospectus, a certificate of approval and (if applicable) a translation of the summary of the prospectus, if another EEA State is the home Member
LR 3.4.5RRP
An applicant referred to in LR 3.4.1 R must submit in final form to the FSA before 9 a.m. on the day the FSA is to consider the application:(1) a copy of the resolution of the board authorising the issue of the securities; or(2) written confirmation from the applicant that the board has authorised the issue of the securities.
LR 5.2.2GRP
Examples of when the FSA may cancel the listing of securities include (but are not limited to) situations where it appears to the FSA that:(1) the securities are no longer admitted to trading as required by these rules; or(2) the issuer no longer satisfies its continuing obligations for listing, for example if the percentage of shares in public hands falls below 25% or such lower percentage as the FSA may permit (the FSA may however allow a reasonable time to restore the percentage,
LR 5.2.4RRP
An issuer must satisfy the requirements applicable to it in LR 5.2.5 R to LR 5.2.11 R and LR 5.3 before the FSA will cancel the listing of its securities at its request.
LR 5.2.8RRP
An issuer that wishes the FSA to cancel the listing of listed securities (other than equity securities with a primary listing) must notify a RIS, giving at least 20 business days notice of the intended cancellation but is not required to obtain the approval of the holders of those securities contemplated in LR 5.2.5 R (2).
LR 2.2.10RRP
(1) This rule applies if under the Act or under the law of another EEA State:(a) a prospectus must be approved and published for the securities; or(b) the applicant is permitted and elects to draw up a prospectus for the securities.(2) To be listed:(a) a prospectus must have been approved by the FSA and published in relation to the securities; or(b) if another EEA State is the Home Member State for the securities, the relevant competent authority must have supplied the FSA with:(i)
LR 17.3.2RRP
(1) An issuer'ssecurities must be admitted to trading on a RIE's market for listed securities at all times.(2) An issuer must inform the FSA in writing without delay if it has:(a) requested a RIE to admit or re-admit any of its listed securities to trading; or(b) requested a RIE to cancel or suspend trading of any of its listed securities; or(c) been informed by a RIE that the trading of any of its listed securities will be cancelled or suspended.
LR 17.3.10RRP
An issuer must ensure that any circular it issues to holders of its listed securities about proposed amendments to a trust deed includes:(1) an explanation of the effect of the proposed amendments; and(2) either the full terms of the proposed amendments, or a statement that they will be available for inspection:(a) from the date the circular is sent until the close of the relevant general meeting at a place in or near the City of London or such other place as the FSA may determine;
LR 19.4.3RRP
(1) An issuer'slistedsecuritised derivatives must be admitted to trading on a RIE's market for listed securities at all times.(2) An issuer must inform the FSA in writing as soon as possible if it has:(a) requested a RIE to admit or re-admit any of its listedsecuritised derivatives to trading; or(b) requested a RIE to cancel or suspend trading of any of its listedsecuritised derivatives; or(c) been informed by a RIE that the trading of any of its listedsecuritised derivatives
LR 5.3.1RRP
A request by an issuer for the listing of its securities to be suspended or cancelled must be in writing and must include:(1) the issuer's name;(2) details of the securities to which it relates and the RIEs on which they are traded;(3) a clear explanation of the background and reasons for the request;(4) the date on which the issuer requests the suspension or cancellation to take effect;(5) for a suspension, the time the issuer wants the suspension to take effect;(6) if relevant,
LR 5.3.4GRP
A written request by an issuer to have the listing of its securities suspended should be made as soon as practicable. Suspension requests received for the opening of the market should allow sufficient time for the FSA to deal with the request before trading starts.
LR 5.3.7GRP
(1) If an issuer requests the FSA to suspend or cancel the listing of its securities, it may withdraw its request at any time before the suspension or cancellation takes effect. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible, with an explanation of the reasons for the withdrawal.(2) Even if an issuer withdraws its request, the FSA may still suspend or cancel the listing of the securities if it considers it is necessary
LR 3.5.5RRP
(1) An applicant applying for admission to listing by way of a block listing must notify an RIS of the number and type of securities that are the subject of the block listing application and the circumstances of their issue.(2) The notification in paragraph (1) must be made by 9 a.m. on the day the FSA is to consider the application.
LR 3.5.6RRP
Every six months the applicant must notify a RIS of the details of the number of securities covered by the block listing which have been allotted in the previous six months, using the Block Listing Six Monthly Return. A copy of the notification must also be lodged with the FSA.
LR 4.2.1GRP
Section 80 (1) of the Act (general duty of disclosure in listing particulars) requires listing particulars submitted to the FSA to contain all such information as investors and their professional advisers would reasonably require, and reasonably expect to find there, for the purpose of making an informed assessment of:(1) the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the securities; and(2) the rights attaching to the securi
LR 5.4.2RRP
The FSA may restore the listing of any securities that have been suspended if it considers that the smooth operation of the market is no longer jeopardised or if the suspension is no longer required to protect investors. The FSA may restore the listing even though the issuer does not request it.
LR 5.4.3GRP
(1) An issuer that has the listing of any of its securities suspended may request the FSA 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 FSA to deal with the request.(4) The request may be an oral request. The FSA may require documentary evidence that the events that lead to the suspension are no
LR 5.4.5GRP
(1) If an issuer has requested the FSA 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 FSA may restore the listing of securities if it believes the circumstances justify it.
PR 2.2.4RRP
An issuer, offeror or person requesting admission who already has a registration document approved by the FSA is required to draw up only the securities note and the summary when transferable securities are offered or a request is made for admission to trading. [Note: article 12.1 PD]
PR 2.2.10EURP

Articles 25 and 26 of the PD Regulation provide for the format of prospectuses and base prospectuses:

Format of the prospectus

25.1

Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [PR 2.2.1 R] to draw up a prospectus as a single document, the prospectus shall be composed of the following parts in the following order:

(1)

a clear and detailed table of contents;

(2)

the summary provided for in [section 87A(5) of the Act];

(3)

the risk factors linked to the issuer and the type of security covered by the issue;

(4)

the other information items included in the schedules and building blocks according to which the prospectus is drawn up.

2.

Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [LR 3.1.1 R], to draw up a prospectus composed of separate documents, the securities note and the registration document shall be each composed of the following parts in the following order:

(1)

a clear and detailed table of contents;

(2)

as the case may be, the risk factors linked to the issuer and the type of security covered by the issue;

(3)

the other information items included in the schedules and building blocks according to which the prospectus is drawn up.

3.

In the cases mentioned in paragraphs 1 and 2, the issuer, the offeror or the person asking for admission to trading on a regulated market shall be free in defining the order in the presentation of the required information items included in the schedules and building blocks according to which the prospectus is drawn up.

4.

Where the order of the items does not coincide with the order of the information provided for in the schedules and building blocks according to which the prospectus is drawn up, the [FSA] may ask the issuer, the offeror or the person asking for the admission to trading on a regulated market to provide a cross reference list for the purpose of checking the prospectus before its approval. Such list shall identify the pages where each item can be found in the prospectus. [see LR 3.1.1R(3)]

5.

Where the summary of a prospectus must be supplemented according to [section 87G of the Act], the issuer, the offeror or the person asking for admission to trading on a regulated market shall decide on a case-by-case basis whether to integrate the new information in the original summary by producing a new summary, or to produce a supplement to the summary.

If the new information is integrated in the original summary, the issuer, the offeror or the person asking for admission to trading on a regulated market shall ensure that investors can easily identify the changes, in particular by way of footnotes.

Format of the base prospectus and its related final terms

26.1

Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [PR 2.2.7 R] to draw up a base prospectus, the base prospectus shall be composed of the following parts in the following order:

(1)

a clear and detailed table of contents;

(2)

the summary provided for in [section 87A of the Act];

(3)

the risk factors linked to the issuer and the type of security or securities covered by the issue(s);

(4)

the other information items included in the schedules and building blocks according to which the prospectus is drawn up.

2.

Notwithstanding paragraph 1, the issuer, the offeror or the person asking for admission to trading on a regulated market shall be free in defining the order in the presentation of the required information items included in the schedules and building blocks according to which the prospectus is drawn up. The information on the different securities contained in the base prospectus shall be clearly segregated.

3.

Where the order of the items does not coincide with the order of the information provided for by the schedules and building blocks according to which the prospectus is drawn up, the [FSA] may ask the issuer, the offeror or the person asking for admission to trading on a regulated market to provide a cross reference list for the purpose of checking the prospectus before its approval. Such list should identify the pages where each item can be found in the prospectus. [see LR 3.1.1R(3)]

4.

In case the issuer, the offeror or the person asking for admission to trading on a regulated market has previously filed a registration document for a particular type of security and, at a later stage, chooses to draw up base prospectus in conformity with the conditions provided for in [PR 2.2.7 R], the base prospectus shall contain:

(1)

the information contained in the previously or simultaneously filed and approved registration document which shall be incorporated by reference, following the conditions provided for in Article 28 of this Regulation;

(2)

the information which would otherwise be contained in the relevant securities note less the final terms where the final terms are not included in the base prospectus.

5.

The final terms attached to a base prospectus shall be presented in the form of a separate document containing only the final terms or by inclusion of the final terms into the base prospectus.

In the case that the final terms are included in a separate document containing only the final terms, they may replicate some information which has been included in the approved base prospectus according to the relevant securities note schedule that has been used for drawing up the base prospectus. In this case the final terms have to be presented in such a way that they can be easily identified as such.

A clear and prominent statement shall be inserted in the final terms indicating that the full information on the issuer and on the offer is only available on the basis of the combination of base prospectus and final terms and where the base prospectus is available.

6.

Where a base prospectus relates to different securities, the issuer, the offeror or the person asking for admission to trading on a regulated market shall include a single summary in the base prospectus for all securities. The information on the different securities contained in the summary, however, shall be clearly segregated.

7.

Where the summary of a base prospectus must be supplemented according to [section 87G of the Act], the issuer, the offeror or the person asking for admission to trading on a regulated market shall decide on a case-by-case basis whether to integrate the new information in the original summary by producing a new summary, or by producing a supplement to the summary.

If the new information is integrated in the original summary of the base prospectus by producing a new summary, the issuer, the offeror or the person asking for admission to trading on a regulated market shall ensure that investors can easily identify the changes, in particular by way of footnotes.

8.

Issuers, offerors or persons asking for admission to trading on a regulated market may compile in one single document two or more different base prospectuses.
LR 8.4.3RRP
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; or(b) at a time agreed with the FSA, if the FSA is not approving the prospectus;(2) submit a completed a Shareholder Statement or a Pricing Statement, as applicable, to the FSA by 9 a.m. on the day the FSA is to consider the application;(3)
PR 3.1.3RRP
(1) The applicant must submit to the FSA by the date specified in paragraph (2):(a) the completed form A in final form;(b) the relevant fee; and(c) the other information referred to in PR 3.1.1 R in draft form.(2) The date referred to in paragraph (1) is:(a) at least 10 working days before the intended approval date of the prospectus; or(b) at least 20 working days before the intended approval date of the prospectus if the applicant does not have transferable securitiesadmission
PR 3.1.7UKRP

Section 87A(1) of the Act provides for the approval of a prospectus by the FSA:

(1)

The [FSA] may not approve a prospectus unless it is satisfied that:

(a)

the United Kingdom is the home State in relation to the issuer of the transferable securities to which it relates,

(b)

the prospectus contains the necessary information, and

(c)

all of the other requirements imposed by or in accordance with this Part or the prospectus directive have been complied with (so far as those requirements apply to a prospectus for the transferable securities in question).
LR 3.2.2RRP
An applicant for admission must apply to the FSA by:(1) submitting, in final form:(a) the documents described in LR 3.3 in the case of an application in respect of equity securities;(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 or a formal application;(2) submitting all additional documents, explanations and information as required by the
LR 2.1.3GRP
Under the Act, the FSA may also refuse an application for admission if it considers that:(1) admission of the securities would be detrimental to investors' interests; or(2) for securities already listed in another EEA State, the issuer has failed to comply with any obligations under that listing.
LR 5.1.1RRP
(1) 1The FSA may suspend, with effect from such time as it may determine, the listing of any securities if the smooth operation of the market is, or may be, temporarily jeopardised or it is necessary to protect investors. [Note: article 18(1) CARD](2) An issuer that has the listing of any of its securities suspended must continue to comply with all listing rules applicable to it.(3) If the FSA suspends the listing of any securities, it may impose such conditions on the procedure
LR 5.1.2GRP
Examples of when the FSA may suspend the listing of securities include (but are not limited to) situations where it appears to the FSA that:(1) the issuer has failed to meet its continuing obligations for listing; or(2) the issuer has failed to publish financial information in accordance with the listing rules; or(3) the issuer is unable to assess accurately its financial position and inform the market accordingly; or(4) there is insufficient information in the market about
LR 5.1.4GRP
An issuer that intends to request the FSA to suspend the listing of its securities will need to comply with LR 5.3. The FSA will not suspend the listing if it is not satisfied that the circumstances justify the suspension.