Related provisions for LR 15.3.1
1 - 17 of 17 items.
This section applies to an issuer that wishes to transfer the5 category of its5listing from:2(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(2A) a standard listing (shares) to a premium listing (sovereign controlled commercial company); or5(2B) a standard listing (certificates representing certain securities) to a premium listing (sovereign controlled commercial company);
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) If an issuer wishes to transfer the5 category of its5listing it must notify the FCA of the proposal.2(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 LR 8.4.14R(1),
(1) This rule applies to a transfer of the listing of:52(a) equity shares with a premium listing into or out of the category of premium listing (investment company); or5(b) equity shares with a premium listing out of the category of premium listing (commercial company); or5(c) equity shares or certificates representing shares with a premium listing out of the category of premium listing (sovereign controlled commercial company) into the category of standard listing (shares) or
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 securities5 from one category to another. The application must include:2(1) the issuer's name;(2) details of the securities5 to which the transfer relates;2(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 securities5 must comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities5 to the category of listing to which it wishes to transfer.22(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 securities5 is to be taken to be a reference
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.
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
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
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).
(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
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 PRR 3.2, article 21 of the Prospectus Regulation, the PR Regulation and the Prospectus RTS Regulation2 applied to them.11
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
An applicant which is a multi-class or umbrella fund which seeks to create a new class of security without increasing its share capital for which listing has previously been granted, must provide the FCA with the details of the new class and no further application for listing is required.
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
(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
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
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.
1Note: The following definitions relevant to the listing rules are extracted from the Glossary.ActThe Financial Services and Markets Act 2000.admission or admission to listing admission of securities to the official list .admission to tradingadmission of securities to trading on an RIE's market for listedsecurities.advertisement(as defined in the Prospectus Regulation51) a communication with both of the following characteristics51:(a)relating to a specific offer to the public