Related provisions for LR 8.3.12A
1 - 20 of 24 items.
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
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; and6(3) take into account any information which it considers appropriate in relation to the application.22(4) [deleted]22[Note:
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
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
A sponsor will generally be regarded as having appropriate 4systems and controls if there are:4(1) clear and effective reporting lines in place (including clear and effective management responsibilities)4;(2) effective systems and controls for the appropriate4 supervision of employees engaged in the provision of sponsor services by the sponsor64;446(3) effective systems and controls to ensure its compliance with all applicable listing rules at all times, including6 when performing
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
4A sponsor will generally be regarded as having appropriate systems and controls for identifying and managing conflicts6 if it has in place effective policies and procedures:(1) to ensure that decisions taken on managing conflicts of interest are taken by appropriately senior staff and on a timely basis;(2) to monitor whether arrangements put in place to manage conflicts are effective; and6(3) to ensure that individuals within the sponsor are appropriately trained to enable them
6A sponsor must have in place effective arrangements to create and retain for six years accessible records which are sufficient to be capable of demonstrating that it has provided sponsor services and otherwise complied with its obligations under LR 8in accordance with the listing rules, including:(1) where a declaration is to be submitted under LR 8.4.3R (1), LR 8.4.9R (1), LR 8.4.13R (1), LR 8.4.14R (2)or LR 8.4.17 R or where relevant pursuant to an appointment under LR 8.2.1R
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 rules and the transparency rules.
6In considering whether a sponsor has satisfied the requirements regarding sufficiency of records in LR 8.6.16A R, the FSA will consider whether the records would enable a person with general knowledge of the sponsor regime but no specific knowledge of the actual sponsor service undertaken to understand and verify the basis upon which material judgments have been made throughout the provision of the sponsor service.
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
(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
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, evidence8 of the basis upon which it considers that it meets that criterion8.588(2) [deleted]55(3) [deleted]55(4) [deleted]55
A sponsor must notify the FSA in writing as soon as possible if:(1) 8(a) 8the sponsor ceases to satisfy the criteria for approval as a sponsor set out in LR 8.6.5 R or becomes aware of any matter which, in its reasonable opinion, would be relevant to the FSA in considering whether the sponsor continues to comply with LR 8.6.6 R; or(b) 8the sponsor becomes aware of any fact or circumstance relating to the sponsor or any of its employees engaged in the provision of sponsor services
8Where a sponsor is of the opinion that notwithstanding the circumstances giving rise to a notification obligation under LR 8.7.8 R, it continues to satisfy the ongoing criteria for approval as a sponsor in accordance with LR 8.6.6 R, it must include in its notification to the FSA a statement to that effect and the basis for its opinion.
8Examples of when a sponsor should submit a cancellation request pursuant to LR 8.7.22 R include, but are not limited to:(1) situations where the sponsor ceases to satisfy the ongoing criteria for approval as a sponsor in accordance with LR 8.6.6 R and, following a notification made under LR 8.7.8 R, there are no ongoing discussions with the FSA which could lead to the conclusion that the sponsor remains eligible; or(2) where there is a change of control of the sponsor or any
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 provide any sponsor services8 as of the date the request is submitted to the FSA; and8(5) the name and contact details of the person at the sponsor with whom
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 FSA 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 FSA any explanation or confirmation in such form and within such time limit as the FSA reasonably requires for the purposes
3A sponsor must, for so long as it provides a sponsor service:(1) take such reasonable steps as are sufficient to ensure that any communication or information it provides to the FSA in carrying out the sponsor service is, to the best of its knowledge and belief, accurate and complete in all material respects; and(2) as soon as possible provide to the FSA any information of which it becomes aware that materially affects the accuracy or completeness of information it has previously
3Where a sponsor provides information to the FSA which is or is based on information it has received from a third party, in assessing whether a sponsor has complied with its obligations in LR 8.3.1AR (1) the FSA will have regard, amongst other things, to whether a sponsor has appropriately used its own knowledge, judgment and expertise to review and challenge the information provided by the third party.
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 company with or applying for a premium listing of its equity shares, or its advisers3.113
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 rules 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 rules 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 rules or the transparency rules, the sponsor must promptly notify the FSA2.323
1In identifying conflicts of interest, sponsors should also take into account3 circumstances that could:333(1) 3create a perception in the market that a sponsor may not be able to perform its functions properly; or4(2) 3compromise the ability of a sponsor to fulfil its obligations to the FSA in relation to the provision of a sponsor service.
1If, in relation to a sponsor service3, a sponsor is not reasonably satisfied that its organisational and administrative arrangements will ensure that a conflict of interest will not adversely affect its ability to perform its functions properly under this chapter, it must decline or cease 3to provide the sponsor services3.33
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.
1If a listed company or applicant appoints more than one sponsor to provide sponsor services in relation to a transaction then:(1) the appointment does not relieve either of the appointed sponsors of their obligations under LR 8; and(2) the sponsors are each responsible for complying with the obligations under this section and elsewhere inLR 8 in relation to the transaction.
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
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
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
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
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
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
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 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 for a Transfer of Listing7 to the FSA for the
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 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
6A sponsor acting on a reverse takeover where the issuer decides to make a disclosure announcement under LR 5.6.15 G must:(1) submit to the FSA under LR 5.6.17 R a completed Sponsor’s Declaration for a Reverse Takeover Announcement7;(2) not submit to the FSA the Sponsor’s Declaration for a Reverse Takeover Announcement7 unless it has come to a reasonable opinion, after having made due and careful enquiry, that it is reasonable for the issuer to provide the declarations described
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.
3In relation to the provision of a sponsor service, a company with or applying for a premium listing of its equity shares must cooperate with its sponsor by providing the sponsor with all information reasonably requested by the sponsor for the purpose of carrying out the sponsor service in accordance with LR 8.
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.
(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
An issuer or sponsor should consult with the FSA at the earliest possible stage if it:
- (1)
is in doubt about how the listing rules apply in a particular situation; or
- (2)
considers that it may be necessary for the FSA to dispense with or modify a listing rule.
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 |
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 FSA in connection with6 an application for admission of equity shares5 to premium listing6:66(a) a prospectus 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 particulars referred to
4A company must appoint a sponsor where it applies to transfer its category of equity shares'5listing from:(1) a standard listing (shares) to a premium listing (commercial company); or5(2) a standard listing (shares) to a premium listing (investment company); or5(3) a premium listing (investment company) to a premium listing (commercial company); or(4) a premium listing (commercial company) to a premium listing (investment company).
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 rules and the 6transparency rules.3263
LR 11.1.7 R to LR 11.1.10 R do not apply to a related party transaction if it is a transaction or arrangement:(1) of a kind referred to in paragraph 1 or 1A4 of LR 11 Annex 1 (a small transaction or a transaction the terms of which were agreed before a person became a related party); or4(2) of a kind referred to in paragraphs 2 to 94 of LR 11 Annex 1 and does not have any unusual features.4Note: If an issuer is proposing to enter into a transaction that could be a related party
(1) This rule applies to a related party transaction if each of the percentage ratios is less than 5%, but one or more of the percentage ratios exceeds 0.25%.(2) Where this rule applies, LR 11.1.7 R does not apply but instead the listed company must before entering into the transaction or arrangement (as the case may be):(a) inform the FSA in writing of the details of the proposed transaction or arrangement;(b) provide the FSA with written confirmation from a sponsor7 that the
A related party circular must also include:(1) in all cases the following information referred to in the PD Regulation relating to the company:Paragraph of Annex 1 of the PD Regulation;(a) Annex 1 item 5.1.1 – Issuer name;(b) Annex 1 item 5.1.4 – Issuer address;(c) Annex 1 item 18.1 – Major shareholders;(d) Annex 1 item 20.9 – Significant changes;(e) Annex 1 item 22 – Material contracts (if it is information which shareholders of the company would reasonably require to make a
(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
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
The announcement should contain any further information that the company and its sponsors consider necessary. This should incorporate historical price sensitive information, which has already been published in relation to the disposal along with any further information required to be disclosed under DTR 2 (disclosure of inside information).
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
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
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
(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
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.
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.