Related provisions for LR 13.1.1
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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.
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 6.1.3 R (1)(b) and LR 6.1.3 R (1)(e) will not apply in relation to the issuer's accounts.
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).
A company with, or applying for, a premium listing of its equity shares5 must appoint a sponsor on each occasion that it:4(1) makes an application for admission of equity shares5 which:(a) requires the production of a prospectus or equivalent document1; or(b) is accompanied by a certificate of approval from another competent authority; or(c) is accompanied by a summary document as required by PR 1.2.3R (8); or(d) requires the production of listing particulars and is 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).
Subject to 41LR 5.2.7 R, LR 5.2.10 R and LR 5.2.12 R, 1an issuer with a premium listing4that wishes the FSA to cancel the listing of any of its 5equity shares1with a premium listing4must:1114(1) send a circular to the holders of the securities. The circular must:(a) comply with the requirements of LR 13.3.1 R and LR 13.3.2 R (contents of all circulars);(b) be submitted to the FSA for approval prior to publication; and(c) include the anticipated date of cancellation (which must
An issuer that wishes the FSA to cancel the listing of listed securities (other than equity shares1with a premium listing41) 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).1544
LR 5.2.5 Rdoes4 not apply to the cancellation of equity shares with a premium listing5 when in the case of a takeover offer:14554(1) the offeror has by virtue of its shareholdings and acceptances of the offer, acquired or agreed to acquire issued share capital carrying 75% of the voting rights of the issuer; and(2) the offeror has stated in the offer document or any subsequent circular sent to the security holders that a notice period of not less than 20 business days prior to
(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
An issuer that is not an issuer with a premium listing of its equity shares2 must not describe itself or hold itself out (in whatever terms) as having a premium listing or make any representation which suggests, or which is reasonably likely to be understood as suggesting, that it has a premium listing or complies or is required to comply with the requirements that apply to a premium listing.
A1sponsor must in relation to a sponsor service:11(1) referred to in LR 8.2.1 R, 1provide assurance to the FSA when required that the responsibilities of the listed company or applicant under the listing rules have been met; and(2) referred to in LR 8.2.1 R, LR 8.2.2 R or LR 8.2.3 R, 1guide the listed company or applicant in understanding and meeting its responsibilities under the listing rules anddisclosure rules and transparency rules.2112
1A sponsor must in relation to a sponsor service disclose to the FSA in a timely manner any material information relating to the sponsor or to a listed company or applicant of which it has knowledge which concerns non-compliance with the listing rules or disclosure rules and transparency rules2.2
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 an 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.2This 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) 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
Except where the purchases will consist of individual transactions made in accordance with the terms of issue of the relevant securities, where1 a listed company intends to purchase any of its securities convertible into its equity shares2 with a premium listing2 it must:1(1) ensure that no dealings in the relevant securities are carried out by or on behalf of the company or any member of its group until the proposal has either been notified to a RIS or abandoned; and(2) notify
Any purchases, early redemptions or cancellations of a company's own securities convertible into equity shares with a premium listing,2 by or on behalf of the company or any other member of its group must be notified to a RIS when an aggregate of 10% of the initial amount of the relevant class of securities has been purchased, redeemed or cancelled, and for each 5% in aggregate of the initial amount of that class acquired thereafter.2
LR 8.4.2 R to LR 8.4.4 G2 apply in relation to an application for admission of equity shares5if an applicant does not have equity shares5already listed and:255(1) the production of a prospectus or equivalent document1is required; or(2) the application is accompanied by a certificate of approval from another competent authority; or(3) the application is accompanied by a summary document as required byPR 1.2.3R (8).
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
LR 9.3.11 R does not apply to:8(1) a listed company incorporated in the United Kingdom if a 8disapplication of statutory pre-emption rights has been authorised by shareholders in accordance with section 57053(Disapplication of pre-emption rights: directors acting under general authorisation) or section 571 (Disapplication of pre-emption rights by special resolution) of the Companies Act 2006 and the issue ofequity securities78 or sale of treasury shares that are equity shares
1This chapter applies to a company3 with, or applying for, a standard listing3 of shares5 other than:53354(1) 5equity shares issued by a company that is an investment entity unless it has a premium listing of a class of its equity shares; and(2) preference shares that are specialist securities.323555