Related provisions for LR 4.2.8
1 - 20 of 21 items.
This section applies to an issuer that wishes to transfer its category of equity shares2listing from:(1) a standard listing (shares)2 to a premium listing (commercial company); or(2) a standard listing (shares)2 to a premium listing (investment company); or(3) a premium listing (commercial company) to a standard listing (shares)2; or(4) a premium listing (investment company) to a premium listing (commercial company); or(5) a premium listing (commercial company) to a premium listing
An issuer will only be able to transfer a listing of its equity shares2 from a premium listing (investment company) to a standard listing (shares)2 if it has ceased to be investment entity (for example if it has become a commercial company) or if it continues to have a premium listing of a class of equity shares.2 This is because LR 14.1.1 R provides that LR 14 does not apply to equity shares of2 an investment entity without a premium listing of equity shares.2
(1) If an issuer wishes to transfer its category of equity shares2listing it must notify the FCA 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
(1) This rule applies to a transfer of the listing of equity shares with a premium listing2 into or out of the category of premium listing (investment company) or a transfer of the listing of equity shares2 out of the category of premium listing (commercial company).(2) The issuer must:(a) send a circular to the holders of the equity shares2;(b) notify a RIS, at the same time as the circular is despatched to the relevant holders of the equity shares2, of the intended transfer
Information required under LR 13.3.1R(1) (Contents of all circulars) to be included in the circular or announcement should include an explanation of:(1) the background and reasons for the proposed transfer;(2) any changes to the issuer's business that have been made or are proposed to be made in connection with the proposal;(3) the effect of the transfer on the issuer's obligations under the listing rules;(4) how the issuer will meet any new eligibility requirements, for example
If an issuer has initially notified the FCA under LR 5.4A.3 R it may apply to the FCA to transfer the listing of its equity shares2 from one category to another. The application must include:(1) the issuer's name;(2) details of the equity shares2 to which the transfer relates;(3) the date on which the issuer wishes the transfer to take effect;(4) a copy of any circular, announcement or other document on which the issuer is relying;(5) if relevant, evidence of any resolution required
(1) An issuer applying for a transfer of its equity shares2 must comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the equity shares2 to the category of listing to which it wishes to transfer.(2) For the purposes of applying the eligibility requirements referred to in (1) to a transfer then, unless the context otherwise requires, a reference in such a requirement:(a) to the admission of equity shares2 is to be taken to
There may be situations in which an issuer's business has changed over a period of time so that it no longer meets the requirements of the applicable listing category against which it was initially assessed for listing. In those situations, the FCA may consider cancelling the listing of the equity shares2 or suggest to the issuer that, as an alternative, it applies for a transfer of its listing category.
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 PR 3.2, 1the PD Regulation and Commission Delegated Regulation (EU) 2016/301 1applied
to them.
(1) In the case of listing
particulars for specialist
securities:(a) the issuer must
state in the listing particulars that
it accepts responsibility for the listing particulars;(b) the directors may
state in the listing particulars that
they accept responsibility for the listing
particulars; and(c) other persons may
state in the listing particulars that
they accept responsibility for all or part of the listing
particulars and in that case the statement by the issuer or directors
A sponsor must not submit to the FCA 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
A sponsor must not submit to the FCA, on behalf of a listed company, a circular regarding a transaction set out in LR 8.4.11 R for approval8, unless the sponsor has come to a reasonable opinion, after having made due and careful enquiry, that:8(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 to comply with
In relation to a proposed transfer under LR 5.4A, if a sponsor is appointed6 in accordance with LR 8.2.1A R, it6 must:6(1) submit a letter to the FCA 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 for a Transfer of Listing7 to the FCA for the
A sponsor must not submit to the FCA on behalf of an issuer a final circular or announcement for approval or a Sponsor’s Declaration for a Transfer of Listing7, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:7(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
A company with, or applying for, a premium listing of its equity shares5 must appoint a sponsor on each occasion that it:4(1) is required to submit any of the following documents to the FCA in connection with6 an application for admission of equity shares5 to premium listing6:66(a) a prospectus, supplementary prospectus7 or equivalent document1; or6(b) a certificate of approval from another competent authority; or6(c) a summary document as required by PR 1.2.3R (8); or6(d) listing
If a company with a premium listing6 is proposing to enter into a transaction which due to its size or nature could amount to a class 1 transaction or a reverse takeover it must obtain the guidance of a sponsor to assess the application of the listing rules, the6disclosure requirements10 and the 6transparency rules.3263
A1sponsor must in relation to a sponsor service:11(1) referred to in 3LR 8.2.1R (1) to (4), LR 8.2.1R (11), LR 8.2.1A R and, where relevant LR 8.2.1R (5)3, 1provide assurance to the FCA when required that the responsibilities of the company with or applying for a premium listing of its equity shares3 under the listing rules have been met;3(1A) 3provide to the FCA any explanation or confirmation in such form and within such time limit as the FCA reasonably requires for the purposes
Where, in relation to a sponsor service,1 a sponsor gives any guidance or advice to a listed company or applicant on 1 the application or interpretation of the listing rules or disclosure requirements7 and transparency rules2, the sponsor must take reasonable steps to satisfy itself that the director or directors of the listed company understand their responsibilities and obligations 1under the listing rules and disclosure requirements7 and transparency rules.21112112
1If, in connection with the provision of a3sponsor service, a sponsor becomes aware that it, or a company with or applying for a premium listing of its equity shares is failing or has failed to comply with its obligations under3 the listing rules3, the3disclosure requirements7 or the transparency rules, the sponsor must promptly notify the FCA2.323
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
An issuer wishing to transfer a listing of its equity shares from a premium listing (investment company) to a standard listing (shares) should note LR 5.4A.2 G which sets out limitations resulting from the application of LR 14.1.1 R (application of the listing rules to a company with or applying for a standard listing of shares).
4In assessing whether a sponsor or a8person applying for approval as a sponsor can demonstrate it is competent in the areas required under LR 8.6.7R (2), the FCA may also take into account, where relevant, the guidance or advice on the listing rules or disclosure requirements9 and transparency rules5the sponsor or8person has given in circumstances other than in providing sponsor services.885
8A sponsor or a person applying for approval as a sponsor will not satisfy LR 8.6.5R (3) unless it has in place:(1) clear and effective reporting lines for the provision of sponsor services (including clear and effective management responsibilities);(1A) effective systems and controls which require employees with management responsibilities for the provision of sponsor services to understand and apply the requirements of LR 8; (2) effective systems and controls for the appropriate
6Records should:(1) be capable of timely retrieval; and(2) include material communications which relate to the provision of sponsor services, including any advice or guidance given to a company with or applying for a premium listing in relation to their responsibilities under the listing rules, the disclosure requirements9 and the transparency rules.
1An applicant must have in place a constitution that allows it to comply with the listing rules, in particular: (1) LR 9.2.21R to vote on matters relevant to premium listing; and (2) for an applicant with a controlling shareholder, LR 9.2.2ER and LR 9.2.2FR concerning the election and re-election of independent directors.
1If the scientific research based company does not comply with either LR 6.2.1R(1) (minimum period for historical financial information) or LR 6.3.1R (revenue earning track record), it must:(1) demonstrate its ability to attract funds from sophisticated investors prior to the marketing at the time of listing;(2) intend to raise at least £10 million pursuant to a marketing at the time of listing;(3) have a capitalisation, before the marketing at the time of listing, of at least
(1) 1Under the listing rules each issuer must satisfy the requirements in the rules that are specified to apply to it and its relevant securities. In some cases a listing is described as being either a standard listing or a premium listing.(2) A listing that is described as a standard listing sets requirements that are based on the minimum EU directive standards. A listing that is described as a premium listing will include requirements that exceed those required under relevant
A company2 must forward to the FCA, for publication through the document viewing facility, two copies of:2(1) all circulars, notices, reports or other documents to which the listingrules apply, at the same time as any such documents are issued; and(2) all resolutions passed by the company other than resolutions concerning ordinary business at an annual general meeting, as soon as possible after the relevant general meeting.
A company2 must ensure that the FCA is provided with up to date contact details of appropriate persons 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 requirements6 and transparency rules, as applicable.22
1An applicant with a controlling shareholder upon admission must have in place a written and legally binding agreement with its controlling shareholder which is intended to ensure that the controlling shareholder complies with undertakings that: (1) transactions and arrangements with the controlling shareholder (and/or any of its associates) will be conducted at arm’s length and on normal commercial terms;(2) neither the controlling shareholder nor any of its associates will take
Timely and accurate disclosure of information to the market is a key obligation of listed companies. For the purposes of Listing Principle 13, a listed company should have adequate systems and controls to be able to:3313(1) ensure that it can properly identify information which requires disclosure under the listing rules, disclosure requirements4, transparency rules or corporate governance rules3 in a timely manner; and3(2) ensure that any information identified under (1) is properly
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.
To be listed, if a retail securitised derivative gives its holder a right of exercise, its terms and conditions must provide that:(1) for cash settled securitised derivatives that are in the money at the exercise time on the expiration date, the exercise of the securitised derivative is automatic; or(2) for physically settled securitised derivatives that are in the money at the exercise time on the expiration date, if the holder fails to deliver an exercise notice by the time