Related provisions for LR 6.1.2

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RCB 3.2.1DRP
The issuer must send to the FSA annual written confirmation of compliance with Regulations 16 (sums derived from the issue of regulated covered bonds) and 17 (general requirements on the issuer in relation to the asset pool) of the RCB Regulations in the form set out in RCB 3 Annex 1D (annual confirmation of compliance).
RCB 3.2.2DRP
Before providing the confirmation required by this section, the issuer must obtain and consider written advice or reports from suitable independent third party advisers such as accountants and, where appropriate, lawyers.
RCB 3.2.3GRP
The FSA expects the issuer to be able to justify any reliance it places on advice or reports which are not reasonably contemporaneous with the confirmation.
RCB 3.2.4GRP
The FSA expects reports from accountants to address at least the matters to be checked and due diligence procedures set out in RCB 2.3.18 G.
RCB 3.2.5DRP
(1) The first confirmation date in relation to the annual confirmation must be the earlier of any date the issuer selects, or the date 12 months from the registration date.(2) Subsequent confirmations must be made on the anniversary of the first confirmation date.
RCB 3.2.6DRP
The issuer must send each confirmation to the FSA within one month after the relevant confirmation date.
RCB 3.2.9DRP
The issuer must ensure that a senior manager signs the annual confirmation and confirms on the FSA's form that the issuer has obtained the appropriate third party advice or reports required by this section.
RCB 3.2.10DRP
If the issuer is in insolvency, the owner must send the FSA under RCB 3.2.1 D:(1) a confirmation of compliance within one month of the date of insolvency; and(2) annual confirmations by the same dates as the date the confirmations under RCB 3.2.5 D are due.
RCB 3.5.3GRP
Regulation 20 of the RCB Regulations (material changes to the regulated covered bond) sets out the procedures which apply where an issuer proposes to make a material change to the contractual terms of the bond.
RCB 3.5.4DRP
If an issuer proposes to make a material change to the contractual terms of a regulated covered bond, it must inform the FSA of the following information to the FSA at least 3 months before the proposed date of the change:(1) details of the proposed change including proposed date of change and the reasons for it;(2) an assessment of the impact of the change on the ability of the issuer and owner to continue to comply with their requirements under the RCB Regulations and RCB; and
RCB 3.5.5GRP
The FSA will regard as material any change that may affect the ability of the issuer or the owner to continue to comply with the requirements made on them under the RCB Regulations and RCB.
RCB 3.5.6DRP
The issuer or the owner, as the case may be, must notify the FSA immediately, in writing by e-mail or hand-delivered letter, if Regulation 18(2), or 24(1)(c) of the RCB Regulations (obligation to inform FSA if asset pool not capable, or not likely to be capable of covering claims) is triggered.
RCB 3.5.7DRP
The issuer or the owner, as the case may be, must notify the FSA immediately in writing by e-mail, or hand-delivered letter, if requirements relating to the relevant regulated covered bond under the RCB Regulations or RCB are, or are likely to be, materially breached, or of any other matter which the FSA should be made aware of.
RCB 3.5.8GRP
The issuer or the owner, as the case may be, should include details of proposals to rectify the breach at the time they notify, or as soon as practicable after that time.
DTR 6.1.1RRP
(1) 1Subject to the exemptions set out in DTR 6.1.16 R - DTR 6.1.19 R this section applies in relation to an issuer whose Home State is the United Kingdom.(2) References to transferable securities, shares and debt securities are to such instruments as are admitted to trading.
DTR 6.1.3RRP
(1) An issuer of shares must ensure equal treatment for all holders of shares who are in the same position. [Note: article 17(1) of the TD](2) An issuer of debt securities must ensure that all holders of debt securities ranking pari passu are given equal treatment in respect of all the rights attaching to those debt securities. [Note: article 18(1) of the TD]
DTR 6.1.4RRP
An issuer of shares or debt securities must ensure that all the facilities and information necessary to enable holders of shares or debt securities to exercise their rights are available in the Home State and that the integrity of data is preserved. [Note: articles 17(2) and 18(2) of the TD]
DTR 6.1.5RRP
(1) Shareholders and debt securities holders must not be prevented from exercising their rights by proxy, subject to the law of the country in which the issuer is incorporated. [Note: articles 17(2) and 18(2) of the TD](2) An issuer of shares or debt securities must make available a proxy form, on paper or, where applicable, by electronic means to each person entitled to vote at a meeting of shareholders or a meeting of debt securities holders. [Note: articles 17(2)(b) and 18(2)(b)
DTR 6.1.6RRP
An issuer of shares or debt securities must designate, as its agent, a financial institution through which shareholders or debt securities holders may exercise their financial rights. [Note: articles 17(2)(c) and 18(2)(c) of the TD]
DTR 6.1.7GRP
An issuer of shares or debt securities may use electronic means to convey information to shareholders or debt securities holders. [Note: articles 17(3) and 18(4) of the TD]
DTR 6.1.8RRP
To use electronic means to convey information to holders, an issuer must comply with the following:(1) a decision to use electronic means to convey information to shareholders or debt securities holders must be taken in a general meeting;(2) the use of electronic means must not depend upon the location of the seat or residence of:(a) the shareholder; or(b) persons referred to in rows (a) to (h) of the table set out in DTR 5.2.1 R; or(c) the debt security holder; or(d) a proxy
DTR 6.1.9RRP
An issuer of shares must without delay disclose to the public any change in the rights attaching to its various classes of shares, including changes in the rights attaching to derivativesecurities issued by the issuer giving access to the shares of that issuer. [Note: article 16(1) of the TD]
DTR 6.1.10RRP
An issuer of securities other than shares admitted to trading on a regulated market must disclose to the public without delay any changes in the rights of holders of securities other than shares, including changes in the terms and conditions of such securities which could indirectly affect those rights, resulting in particular from a change in loan terms or in interest rates.[Note article 16(2) of the TD]
DTR 6.1.12RRP
An issuer of shares must provide information to holders on: (1) the place, time and agenda of meetings; (2) the total number of shares and voting rights; and(3) the rights of holders to participate in meetings. [Note: article 17(2)(a) of the TD]
DTR 6.1.13RRP
An issuer of shares must publish notices or distribute circulars concerning the allocation and payment of dividends and the issue of new shares, including information on any arrangements for allotment, subscription, cancellation or conversion. [Note: article 17(2)(d) of the TD]
DTR 6.1.14RRP
An issuer of debt securities must publish notices or distribute circulars concerning:(1) the place, time and agenda of meetings of debt securities holders; (2) the payment of interest;(3) the exercise of any conversion, exchange, subscription or cancellation rights and repayment; and(4) the rights of holders to exercise their rights in relation to paragraphs (1) – (3).[Note: article 18(2)(a) of the TD]
DTR 6.1.15RRP
If only holders of debt securities whose denomination per unit amounts to at least 50,000 Euros(or an equivalent amount) are to be invited to a meeting, the issuer may choose as a venue any EEA State, provided that all the facilities and information necessary to enable such holders to exercise their rights are made available in that EEA State. [Note: article 18(3) of the TD]
DTR 6.1.16RRP
An issuer whose registered office is in a non-EEA State whose relevant laws are considered equivalent by the FSA is exempted from DTR 6.1.3 R to DTR 6.1.15 R .
DTR 6.1.17GRP
The FSA maintains a published list of non-EEA State which, for the purpose of article 23.1 of the TD, are judged to have laws which lay down requirements equivalent to those imposed upon issuers by this chapter. Such issuers remain subject to the following requirements of DTR 6:(1) the filing of information with the FSA;(2) the language provisions; and(3) the dissemination of information provisions.
DTR 6.1.19RRP
DTR 6.1.3 R to DTR 6.1.8 R and DTR 6.1.12 R to DTR 6.1.15 R do not apply to: (1) an issuer of transferable securities convertible into shares;(2) an issuer of preference shares; and(3) an issuer of depository receipts.
RCB 2.3.1GRP
To enable the FSA to be satisfied that the issuer and the proposed owner will comply with requirements imposed on the issuer or owner, as the case may be, by or under the RCB Regulations, the applicant should use the application form to provide relevant details of the proposed covered bond or programme and demonstrate how each of the requirements will be complied with.
RCB 2.3.2GRP
(1) The FSA's application form covers both issuer registration and covered bond registration as the FSA will not normally consider applications for issuer registration in isolation from the application for registration of the covered bond.(2) An issuer which has been admitted to the register of issuers should use the same form to apply for registration of subsequent covered bonds or programmes.(3) The issuer does not need to apply for registration of individual issuances from
RCB 2.3.3GRP
In relation to registration of an issuer of regulated covered bonds, the FSA will need to be satisfied that the issuer's compliance with the requirements of the regulatory system has been adequate and does not give rise to any material cause for concern over the issuer's ability to issue regulated covered bonds in compliance with the RCB Regulations.
RCB 2.3.4GRP
To demonstrate that the issuer and the proposed owner will comply with Regulation 17, and Regulations 23 and 24 of the RCB Regulations (capability of the asset pool to cover claims), the issuer should set out what it considers to be the risks of the regulation not being complied with and show how those risks have been adequately mitigated by reference to the tests and provisions set out in the covered bond or programme documentation.
RCB 2.3.5GRP
Regulations 17(2)(d) (requirements on issuer relating to the asset pool) and 23(2) (requirements on owner relating to the asset pool) require the issuer of a regulated covered bond and the owner of the relevant asset pool to make arrangements so that the asset pool is of sufficient quality to give investors confidence that in the event of the failure of the issuer there will be a low risk of default in the timely payment by the owner of claims attaching to a regulated covered
RCB 2.3.6GRP
The FSA will:(1) expect the issuer to demonstrate that it has in place appropriate systems, controls, procedures and policies, including in relation to risk management, underwriting, arrears and valuation; (2) expect the issuer to demonstrate that the cash-flows generated by the assets would be sufficient to meet the payments due in a timely manner including under conditions of economic stress and in the event of the failure of the issuer;(3) take account of any over collateralisation
RCB 2.3.7GRP
The risk factors which the FSA will take into account in assessing the issuer's and owner's compliance with Regulations 17(2)(d) (general requirements on issuer in relation to the asset pool) and 23(2) (requirements on owner relating to the asset pool) will include credit risk of the assets, concentration risk, market risk and counterparty risk.
RCB 2.3.11GRP
Counterparty risk is the risk that the counterparty to a transaction could default before the final settlement of the transactions cash flows. The relevant factors the FSA may consider include whether the:(1) counterparty has an appropriate credit rating;(2) counterparty can unilaterally terminate the hedging agreement, and if so under what circumstances;(3) contractual arrangements contain appropriate termination procedures (for example, what provisions apply in the event of
RCB 2.3.12GRP
(1) The FSA will assess each risk factor separately and then assess any inter-dependencies and correlations to form a judgment on the quality of the asset pool as a whole. For example, an asset pool which is of high credit quality and so low risk due to a combination of factors such as owner occupation, low income multiples, full valuation methodologies, and a strong payments track record, may permit another factor such as high loan-to-value ratios, that would otherwise be considered
RCB 2.3.14GRP
The FSA expects the issuer to demonstrate that there are provisions in the covered bond or programme that adequately deal with:(1) the identification and rectification of any breach of Regulations 17(2) (general requirements on issuer in relation to the asset pool) and 24 (requirements on owner relating to the asset pool) of the RCB Regulations;(2) the appointment of replacements for parties, for example servicers, cash managers or paying agents; and(3) the orderly winding-up
RCB 2.3.15GRP
The FSA expects the issuer to demonstrate, as part of showing that Regulations 17 (general requirements on issuer in relation to the asset pool) and 24 (requirements on owner relating to the asset pool) of the RCB Regulations will be complied with, that there are provisions in the covered bond or programme which enable the views and interests of investors in the regulated covered bond to be taken account of in an appropriate and timely way by a suitably qualified, adequately resourced,
RCB 2.3.16DRP
The issuer must obtain written advice and reports regarding the compliance of the issuer and the relevant covered bond or programme with the requirements in the RCB Regulations and RCB from suitable independent third party advisers, such as lawyers and accountants, before making an application.
RCB 2.3.17GRP
(1) The FSA expects legal advice to deal adequately with at least the following matters in relation to the actual or proposed arrangements:(a) whether the transfer of the assets to the owner would be upheld in the event of liquidation or administration, or similar collective insolvency proceedings, of the issuer or the transferor (if different from the issuer);(b) the risk of the transfer of an asset to the owner being re-characterised as the creation of a security interest;(c)
RCB 2.3.18GRP
(1) The FSA expects the report from the accountants to address at least the following matters:(a) that the level of over collateralisation meets the limits set out in the covered bond arrangements which are designed to ensure compliance with the requirement that the asset pool is capable of covering claims attaching to the bond in Regulation 17 (requirements on issuer in relation to the asset pool) of the RCB Regulations; and(b) that appropriate due diligence procedures have been
RCB 2.3.19GRP
The FSA's use of its power under Regulation 12 of the RCB Regulations (requirement of further information to determine application) may include requiring the issuer to provide copies of the advice or reports referred to in RCB 2.3.16 D to the FSA.
LR 3.4.1RRP
LR 3.4.4 R to LR 3.4.6 R1 apply to an applicant that is seeking admission of any of the following types of securities:1(1) debt securities;(2) asset-backed securities;(3) certificates representing certain securities;2(4) [deleted]11(5) convertible securities;21(6) miscellaneous securities; and2(7) preference shares that are specialist securities.2
LR 3.4.2RRP
LR 3.4.7 R1 to LR 3.4.8 R apply to an applicant for the admission of a debt securities or asset-backed securities issuance programme.111
LR 3.4.3RRP
LR 3.4.9 R to LR 3.4.13 R apply to an applicant that is a public sector issuer.
LR 3.4.4RRP
An applicant must submit, in final form, to the FSA by midday two business days before the FSA is to consider the application:1(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 State for the securities;1(3)
LR 3.4.5RRP
11If confirmation of the number of securities to be issued pursuant to a board resolution cannot be submitted to the FSA by the deadline set out in LR 3.4.4 R or, the number of securities to be admitted is lower than the number notified under LR 3.4.4 R, written confirmation of the number of securities to be issued or admitted must be provided to the FSA by the applicant at least one hour before the admission to listing is to become effective.
LR 3.4.6RRP
An applicant must keep, for six years after the admission to listing, a copy of the items set out in LR 3.3.6 R (1) to (6) and LR 3.3.6 R (9)1and must provide any of those documents to the FSA if requested to do so.1
LR 3.4.7RRP
An applicant must comply with LR 3.4.4 R to LR 3.4.6 R with the following modifications:1(1) [deleted]11(2) if the FSA approves the application it will admit to listing all debt securities which may be issued under the programme within 12 months after the publication of the base prospectus or listing particulars subject to the FSA:(a) being advised of the final terms of each issue for which a listing is sought; and1(b) receiving and approving for publication any supplementary
LR 3.4.7AGRP
1An applicant for the admission of securities under an issuance programme must confirm in its Application for Admission of Securities to the Official List that at admission all of the securities the subject of the application will be in issue pursuant to board resolutions authorising the issue.
LR 3.4.8RRP
(1) The final terms must be submitted in writing to the FSA as soon as possible after they have been agreed and no later than 2 p.m. on the day before listing is to become effective.(2) The final terms may be submitted by:(a) the applicant; or(b) a duly authorised officer of the applicant.11(3) [deleted]11Note: For further details on final terms, see PR 2.2.9 R.1
LR 3.4.9RRP
A public sector issuer that seeks admission of debt securities referred to in paragraphs 2 and 4 of Schedule 11A of the Act must submit to the FSA in final form a completed Application for Admission of Securities to the Official List.Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FSA's website.1
LR 3.4.9BGRP
1A public sector issuer that is not required to produce a prospectus or listing particulars must confirm on its application form that no prospectus or listing particulars are required.
LR 3.4.10RRP
LR 3.4.7 R, LR 3.4.8 R and 1LR 3.4.11 R to LR 3.4.13 R apply to applications for admission to listing of debt securities by a public sector issuer other than one referred to in LR 3.4.9 R.
LR 3.4.11RRP
An applicant referred to in LR 3.4.10 R must submit the items set out in LR 3.4.4 R1to the FSA in final form by midday two business days before the FSA is to consider the application.111
LR 3.4.13RRP
An applicant referred to in LR 3.4.10 R must keep, for six years after the admission to listing, a copy of the items set out in LR 3.3.6 R (1) to LR 3.3.6 R (6) and in LR 3.3.6 R (9)1.1
DTR 7.2.1RRP
An issuer to which this section applies must include a corporate governance statement in its directors’ report. That statement must be included as a specific section of the directors’ report and must contain at least the information set out in DTR 7.2.2 R to DTR 7.2.7 R and, where applicable, DTR 7.2.10 R.
DTR 7.2.2RRP
The corporate governance statement must contain a reference to:(1) the corporate governance code to which the issuer is subject; and/or(2) the corporate governance code which the issuer may have voluntarily decided to apply; and/or(3) all relevant information about the corporate governance practices applied beyond the requirements under national law. [Note: Article 46a(1)(a) first paragraph of the Fourth Company Law Directive]
DTR 7.2.3RRP
(1) An issuer which is complying with DTR 7.2.2 R (1) or DTR 7.2.2 R (2) must:(a) state in its directors’ report where the relevant corporate governance code is publicly available; and(b) to the extent that it departs from that corporate governance code, explain which parts of the corporate governance code it departs from and the reasons for doing so.(2) Where DTR 7.2.2 R (3) applies, the issuer must make its corporate governance practices publicly available and state in its directors’
DTR 7.2.5RRP
The corporate governance statement must contain a description of the main features of the issuer's internal control and risk management systems in relation to the financial reporting process.[Note: Article 46a(1)(c) of the Fourth Company Law Directive]
DTR 7.2.6RRP
The corporate governance statement must contain the information required by paragraph 13(2)(c), (d), (f), (h) and (i) of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (information about share capital required under Directive 2004/25/EC (the Takeover Directive)) where the issuer is subject to the requirements of that paragraph.[Note: Article 46a(1)(d) of the Fourth Company Law Directive]
DTR 7.2.7RRP
The corporate governance statement must contain a description of the composition and operation of the issuer's administrative, management and supervisory bodies and their committees.[Note: Article 46a(1)(f) of the Fourth Company Law Directive]
DTR 7.2.9RRP
An issuer may elect that, instead of including its corporate governance statement in its directors’ report, the information required by DTR 7.2.1 R to DTR 7.2.7 R may be set out:(1) in a separate report published together with and in the same manner as its annual report. In the event of a separate report, the corporate governance statement must contain either the information required by DTR 7.2.6 R or a reference to the directors’ report where that information is made available;
DTR 7.2.10RRP
Subject to DTR 7.2.11 R, an issuer which is required to prepare a group directors’ report within the meaning of section 415(2) of the Companies Act 2006 must include in that report a description of the main features of the group’s internal control and risk management systems in relation to the process for preparing consolidated accounts. In the event that the issuer presents its own annual report and its consolidated annual report as a single report, this information must be
DTR 7.2.11RRP
An issuer that elects to include its corporate governance statement in a separate report as permitted by DTR 7.2.9 R (1) must provide the information required by DTR 7.2.10 R in that report.
LR 5.4A.1RRP
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
LR 5.4A.2GRP
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
LR 5.4A.3RRP
(1) If an issuer wishes to transfer its category of equity shares2listing it must notify the FSA 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
LR 5.4A.4RRP
(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
LR 5.4A.5RRP
(1) This rule applies to any transfer of a listing of equity shares2 other than a transfer referred to in LR 5.4A.4 R (1).(2) The issuer must publish an announcement on a RIS giving notice of its intention to transfer its listing category.
LR 5.4A.9GRP
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
LR 5.4A.10RRP
If an issuer has initially notified the FSA under LR 5.4A.3 R it may apply to the FSA 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
LR 5.4A.11RRP
(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
LR 5.4A.12RRP
If an issuer applies under LR 5.4A.10 R, the FSA may approve the transfer if it is satisfied that:(1) the issuer has complied with LR 5.4A.4 R or LR 5.4A.5 R (whichever is relevant);(2) the 20 business day period referred to in LR 5.4A.6 R or LR 5.4A.7 R (whichever is relevant) has elapsed; and(3) the issuer and the equity shares2 will comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the equity shares2 to the category
LR 5.4A.13GRP
The FSA will not generally reassess compliance with eligibility requirements (for example LR 6.1.16 R (Working capital) if the issuer has previously been assessed by the FSA as meeting those requirements under its existing listing category when its equity shares2 were listed.
LR 5.4A.14RRP
(1) If the FSA approves a transfer of a listing then it must announce its decision on a RIS.(2) The transfer becomes effective when the FSA's decision to approve is announced on the RIS.(3) The issuer must continue to comply with the requirements of its existing category of listing until the decision is announced on the RIS.(4) After the decision is announced the issuer must comply with the requirements of the category of listing to which it has transferred.
LR 5.4A.15GRP
An issuer may take steps, in connection with a transfer, which require it to consider whether a prospectus is necessary, for example, if the company or its capital is reconstituted in a way that could amount to an offer of transferable securities to the public. The issuer and its advisers should consider whether directive obligations may be triggered.
LR 5.4A.16GRP
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 FSA 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.
LR 8.4.1RRP
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).
LR 8.4.2RRP
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
LR 8.4.3RRP
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 8.4.4GRP
Depending on the circumstances of the case, a sponsor providing services to an applicant on an application for admission to listing may have to confirm in writing to the FSA that the board of the applicant has allotted the equity shares.5 [Note: see LR 3.3.4 R]5
LR 8.4.7RRP
LR 8.4.8 R to LR 8.4.10 G apply in relation to an application for admission of equity shares5of an applicant that has equity shares5 already listed.55
LR 8.4.8RRP
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
LR 8.4.10GRP
Depending on the circumstances of the case, a sponsor providing services to an applicant on an application for admission to listing may have to confirm in writing to the FSA the number of equity shares5 to be allotted or admitted1. [Note: see LR 3.31]151
LR 8.4.11RRP
LR 8.4.12 R to LR 8.4.13 R apply in relation to transactions involving an issuer with 5 a premium listing4 of equity shares5that:54(1) is required to produce a class 1 circular; or4(2) is producing a circular that proposes a reconstruction or a re-financing which does not constitute a class 1 transaction; or(3) is producing a circular for the proposed purchase of own shares;(a) which does not constitute a class 1 circular; and(b) is required by LR 13.7.1R (2) to include a working
LR 8.4.14RRP
In relation to a proposed transfer under LR 5.4A, a sponsor appointed in accordance with LR 8.2.1A Rmust:(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 to the FSA for the proposed transfer on the day the circular
LR 8.4.15RRP
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, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(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 circular required
LR 8.4.16RRP
LR 8.4.15R (3), LR 8.4.15R (4) and LR 8.4.15R (5) do not apply in relation to an issuer that was required to meet these requirements under its existing listing category.
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 5.2.3GRP
The FSA will generally cancel the listing of a listed company'sequity shares5 when it completes a reverse takeover.5
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 5.2.5RRP
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
LR 5.2.7RRP
LR 5.2.5 R (2) will not apply where an issuer of equity shares1 notifies a RIS:44415(1) that the financial position of the issuer or its group is so precarious that, but for the proposal referred to in LR 5.2.7 R (2), there is no reasonable prospect that the issuer will avoid going into formal insolvency proceedings;(2) that there is a proposal for a transaction, arrangement or other form of reconstruction of the issuer or its group which is necessary to ensure the survival
LR 5.2.8RRP
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 5.2.9RRP
Issuers with debt securities falling under LR 5.2.8 R must also notify, in accordance with the terms and conditions of the issue of those securities, holders of those securities or a representative of the holders, such as a trustee, of intended cancellation of those securities, but the prior approval of the holders of those securities in a general meeting need not be obtained.
LR 5.2.11RRP
In the circumstances of LR 5.2.10 R, the company must notify shareholders5 that the required 75% has been attainedand that the notice period has commenced and of the anticipated date of cancellation or the explanatory letter or other material accompanying the section 979 2notice must state that the notice period has commenced and the anticipated date of cancellation.52
LR 5.2.12RRP
1LR 5.2.5 R and LR 5.2.8 R do not apply to the cancellation of equity shares with a premium listing5 as a result of:45(1) a takeover or restructuring of the issuer effected by a scheme of arrangement under Part 26 of the Companies Act 20063; or 23(2) an administration or liquidation of the issuer pursuant to a court order under the Insolvency Act 1986.
LR 15.2.1RRP
To be listed, an applicant must comply with: (1) LR 2 (Requirements for listing); (2) the following provisions of LR 6 (Additional requirements for premium 2listing (commercial company);22(a) LR 6.1.3 R (1)(d) and (e), if the applicant is a new applicant for the admission of equity2shares and it has published or filed audited accounts;(b) LR 6.1.3 R (2);(c) LR 6.1.16 R toLR 6.1.24 G; and(3) LR 15.2.2 R to LR 15.2.13A R1.1
LR 15.2.2RRP
An applicant must invest and manage its assets in a way which is consistent with its object of spreading investment risk.
LR 15.2.3ARRP
(1) 1An applicant and its subsidiary undertakings must not conduct any trading activity which is significant in the context of its group as a whole.(2) This rule does not prevent the businesses forming part of the investment portfolio of the applicant from conducting trading activities themselves.
LR 15.2.4AGRP
1Although there is no restriction on an applicant taking a controlling stake in an investee company, to ensure a spread of investment risk an applicant should avoid:(1) cross-financing between the businesses forming part of its investment portfolio including, for example, through the provision of undertakings or security for borrowings by such businesses for the benefit of another; and(2) the operation of common treasury functions as between the applicant and investee compani
LR 15.2.5RRP
(1) No more than 10%, in aggregate, of the value of the total assets of an applicant1 at admission may be invested in other listed closed-ended investment funds.1(2) The restriction in (1) does not apply to investments in closed-ended investment funds which themselves have published investment policies to invest no more than 15% of their total assets in other listed closed-ended investment funds.
LR 15.2.6RRP
1(1) If an applicant principally invests its funds in another company or fund that invests in a portfolio of investments (a "master fund"), the applicant must ensure that:1(a) the master fund's investment policies are consistent with the applicant's published investment policy and provide for spreading investment risk; and1(b) the master fund in fact invests and manages its investments in a way that is consistent with the applicant's published investment policy and spreads investment
LR 15.2.7RRP
An applicant must have a published investment policy that contains information about the policies which the closed-ended investment fund will follow relating to asset allocation, risk diversification, and gearing, and that includes maximum exposures.
LR 15.2.11RRP
The board of directors or equivalent body of the applicant must be able to act independently:11(1) of any investment manager appointed to manage investments of the applicant; and11(2) if the applicant (either directly or through other intermediaries) has an investment policy of principally investing its funds in another company or fund that invests in a portfolio of investments ("a master fund"), of the master fund and of any investment manager of the master fund.11
LR 15.2.11ARRP
1LR 15.2.11R (2) does not apply if the company or fund which invests its funds in another company or fund is a subsidiary undertaking of the applicant.
LR 15.2.12ARRP
1For the purposes of LR 15.2.11 R, a majority of the board or equivalent body of the applicant (including the Chairman) must not be:(1) directors, employees, partners, officers or professional advisers of or to:(a) an investment manager of the applicant; or(b) a master fund or investment manager referred to in LR 15.2.11R (2); or(c) any other company in the same group as the investment manager of the applicant; or(2) directors, employees or professional advisers of or to other
LR 15.2.13ARRP
1A person referred to in LR 15.2.12AR (1) or (2) who is a director of the applicant must be subject to annual re-election by the applicant's shareholders.
DTR 4.1.1RRP
1Subject to the exemptions set out in DTR 4.4 (Exemptions) this section applies to an issuer:(1) whose transferable securities are admitted to trading; and(2) whose Home State is the United Kingdom.
DTR 4.1.2GRP
An issuer that is also admitted to the official list should consider its obligations under the Listing Rules in addition to the requirements in these rules.
DTR 4.1.3RRP
An issuer must make public its annual financial report at the latest four months after the end of each financial year.[Note: article 4(1) of the TD]
DTR 4.1.4RRP
An issuer must ensure that its annual financial report remains publicly available for at least five years.[Note: article 4(1) of the TD]
DTR 4.1.6RRP
(1) If an issuer is required to prepare consolidated accounts according to the Seventh Council Directive 83/349/EEC, the audited financial statements must comprise:(a) consolidated accounts prepared in accordance with IFRS, and(b) accounts of the parent company prepared in accordance with the national law of the EEA State in which the parent company is incorporated. [Note: article 4(3) of the TD](2) If an issuer is not required to prepare consolidated accounts, the audited financial
DTR 4.1.7RRP
(1) If an issuer is required to prepare consolidated accounts, the financial statements must be audited in accordance with Article 37 of the Seventh Council Directive 83/349/EEC.(2) If an issuer is not required to prepare consolidated accounts the financial statements must be audited in accordance with Articles 51 and 51a of the Fourth Council Directive 78/660/EEC.(3) The audit report, signed by the person or persons responsible for auditing the financial statements must be disclosed
DTR 4.1.8RRP
The management report must contain:(1) a fair review of the issuer's business; and(2) a description of the principal risks and uncertainties facing the issuer.
DTR 4.1.9RRP
The review required by DTR 4.1.8 R must:(1) be a balanced and comprehensive analysis of:(a) the development and performance of the issuer's business during the financial year; and(b) the position of the issuer's business at the end of that year,consistent with the size and complexity of the business;(2) include, to the extent necessary for an understanding of the development, performance or position of the issuer's business:(a) analysis using financial key performance indicators;
DTR 4.1.10GRP
In DTR 4.1.9 R (2), key performance indicators are factors by reference to which the development, performance or position of the issuer's business can be measured effectively.
DTR 4.1.11RRP
The management report required by DTR 4.1.8 R must also give an indication of:(1) any important events that have occurred since the end of the financial year;(2) the issuer's likely future development;(3) activities in the field of research and development;(4) the information concerning acquisitions of own shares prescribed by Article 22 (2) of Directive 77/91/EEC;(5) the existence of branches of the issuer; and(6) in relation to the issuer's use of financial instruments and where
DTR 4.1.12RRP
(1) Responsibility statements must be made by the persons responsible within the issuer.(2) The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.(3) For each person making a responsibility statement, the statement must set out that to the best of his or her knowledge:(a) the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the
DTR 4.1.13RRP
The issuer is responsible for all information drawn up and made public in accordance with this section.
LR 17.3.1RRP
(1) An issuer must forward to the FSA, for publication through the document viewing facility, two copies of any document required by LR 17.3 or LR 17.4 at the same time the document is issued.(2) An issuer must notify a RIS as soon as possible when a document has been forwarded to the FSA under paragraph (1) unless the full text of the document is provided to the RIS.(3) A notification made under paragraph (2) must set out where copies of the relevant document can be obtained
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 17.3.3ARRP
LR 17.3.4 R to LR 17.3.6 G apply to an issuer that is not already required to comply with DTR 4.
LR 17.3.4RRP
(1) An issuer must publish its annual report and annual accounts as soon as possible after they have been approved.1(2) An issuer must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.(3) The annual report and accounts must:1(a) have been prepared in accordance with the issuer's national law and, in all material respects, with national accounting standards or IAS; and1(b) have been independently audited
LR 17.3.5GRP
(1) If an issuer prepares both own and consolidated annual accounts it may publish either form provided that the unpublished accounts do not contain any significant additional information.1(2) If the annual accounts do not give a true and fair view of the assets and liabilities, financial position and profits or losses of the issuer or group, additional information must be provided to the satisfaction of the FSA.1(3) An issuer incorporated or established in a non-EEA State which
LR 17.3.6GRP
An issuer that meets the following criteria is not required to comply with LR 17.3.4 R:(1) The issuer is an issuer of asset backed securities and would if it were a debt issuer to which DTR 4 applied be relieved of the obligations to draw up and publish annual, half yearly financial reports and interim management statementsin accordance with DTR 4.4.2 R provided the issuer is not otherwise required to comply with any other requirement for the publication of annual reports and
LR 17.3.8GRP
An issuer, whose securities are admitted to trading on a regulated market in the United Kingdom, should consider its obligations under DTR 2 (Disclosure and control of inside information by issuers).1
LR 17.3.9RRP
An issuer that is not already required to comply with DTR 2 must comply with DTR 2 as if it were an issuer for the purposes of the disclosure rules and transparency rules.1
LR 17.3.9AGRP
1An issuer, whose securities are admitted to trading on a regulated market, should consider its obligations under DTR 4 (Periodic financial reporting), DTR 5 (Vote holder and issuer notification rules) and DTR 6 (Access to information).
LR 17.3.9BRRP
1An issuer that is not already required to comply with the transparency rules must comply with DTR 6.3 as if it were an issuer for the purposes of the transparency rules.
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 17.3.12RRP
(1) An issuer must ensure that any circular it issues to holders of its listed securities relating to a resolution proposing to redeem listed securities before their due date for redemption includes:(a) an explanation of the reasons for the early redemption;(b) a statement of the market values for the securities on the first dealing day in each of the six months before the date of the circular and on the latest practicable date before sending the circular;(c) a statement of any
LR 17.3.13RRP
An issuer must ensure that any definitive document of title for a security (other than a bearer security) includes the following matters on its face (or on the reverse in the case of paragraph (5)):(1) the authority under which the issuer is constituted and the country of incorporation and registered number (if any);(2) the number or amount of securities the certificate represents and, if applicable, the number and denomination of units (in the top right-hand corner);(3) a footnote
LR 19.4.1RRP
An issuer that has only securitised derivativelisted is subject to the continuing obligations set out in this chapter.
LR 19.4.2RRP
An issuer that has both securitised derivatives and other securitieslisted is subject to the continuing obligations set out in this chapter and the continuing obligations that are applicable to the other securities so listed.
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 19.4.7RRP
If an issue is guaranteed by an unlisted company, an issuer must submit the guarantor's accounts to the FSA.
LR 19.4.10RRP
(1) An issuer must ensure that appropriate settlement arrangements for its listedsecuritised derivatives are in place.(2) Listedsecuritised derivatives must be eligible for electronic settlement, which includes settlement by a relevant system, as that term is defined in the Uncertificated Securities Regulations 1995 (SI 1995/3272).
LR 19.4.11RRP
An issuer must comply with DTR 2.1 to DTR 2.7 as if it were an issuer for the purposes of the disclosure rules and transparency rules.
LR 19.4.11AGRP
1An issuer, whose securities are admitted to trading on a regulated market, should consider its obligations under DTR 4 (Periodic financial reporting), DTR 5 (Vote holder and issuer notification rules) and DTR 6 (Access to information).
LR 19.4.11BRRP
1For the purposes of compliance with the transparency rules, the FSA considers that an issuer of securitised derivatives should comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer of debt securities as defined in the transparency rules.
LR 19.4.11CGRP
1An issuer that is not already required to comply with the transparency rules must comply with DTR 6.3 as if it were an issuer for the purposes of the transparency rules.
LR 19.4.12RRP
An issuer must comply with the requirements in LR 9.5.15 R (temporary documents of title) and LR 9.5.16 R (definitive documents of title) so far as relevant to securitised derivatives.
RCB 3.3.1DRP
The issuer must send to the FSA, information relating to the asset pool, in the form set out in RCB 3 Annex 2D (asset notification form).
RCB 3.3.2DRP
The issuer must send the form to the FSA within one month of the end of each quarter following the registration date.
RCB 3.3.3DRP
If the issuer is in insolvency, the owner must send to the FSA the asset pool notifications set out at RCB 3.3.1 D by the same dates as the dates the notifications under those directions are due.
RCB 3.3.4GRP
The issuer or the owner, as the case may be, should carry out, or make arrangements to carry out, appropriate due diligence to check that the analysis in the asset pool information provided to the FSA is correct.
DTR 6.2.1RRP
This section applies to:(1) an issuer:(a) whose transferable securities are admitted to trading; and(b) whose Home State is the United Kingdom; and(2) a person who has requested, without the issuer's consent, the admission of its transferable securities to trading on a regulated market.
DTR 6.2.2RRP
An issuer or person that discloses regulated information must, at the same time, file that information with the FSA. [Note: article 19(1) of the TD]
DTR 6.2.3GRP
An issuer or person that discloses regulated information may comply with DTR 6.2.2 R by using a RIS to disseminate the information in accordance with DTR 6.3.
DTR 6.2.5RRP
If transferable securities are admitted to trading in more than one EEA State including the United Kingdom and the United Kingdom is the Home State, regulated information must be disclosed:(1) in English; and(2) either in a language accepted by the competent authorities of each Host State or in a language customary in the sphere of international finance, at the choice of the issuer. [Note: article 20(2) of the TD]
DTR 6.2.6RRP
(1) If transferable securities are admitted to trading in one or more EEA States excluding the United Kingdom and the United Kingdom is the Home State, regulated information must be disclosed either:(a) in a language accepted by the competent authorities of those Host States; or(b) in a language customary in the sphere of international finance,at the choice of the issuer.(2) Where the United Kingdom is the Home State, regulated information must be disclosed either in English or
DTR 6.2.7RRP
If transferable securities are admitted to trading without the issuer's consent:(1) DTR 6.2.4 R to DTR 6.2.6 R do not apply to the issuer; and(2) DTR 6.2.4 R to DTR 6.2.6 R apply to the person who has requested such admission without the issuer's consent.[Note: article 20(4) of the TD]
DTR 6.2.8RRP
If transferable securities whose denomination per unit amounts to at least 50,000 Euros (or an equivalent amount) are admitted to trading in the United Kingdom or in one or more EEA States, regulated information must be disclosed to the public in either a language accepted by the competent authorities of the Home State and Host States or in a language customary in the sphere of international finance, at the choice of the issuer or of the person who, without the issuer's consent,
DTR 6.3.1RRP
This section applies to:(1) an issuer:(a) whose transferable securities are admitted to trading; and(b) whose Home State is the United Kingdom; [Note: article 21(1) of the TD](2) a person who has applied, without the issuer's consent, for the admission of its transferable securities to trading on a regulated market; and [Note: article 21(1) of the TD](3) transferable securities that are admitted to trading only in the United Kingdom which is the Host State and not in the Home
DTR 6.3.2RRP
An issuer or person must disclose regulated information in the manner set out in DTR 6.3.3 R to DTR 6.3.8 R. [Note: article 21(1) of the TD]
DTR 6.3.3RRP
(1) When disseminating regulated information an issuer or other person must ensure that the minimum standards contained in DTR 6.3.4 R to DTR 6.3.8 R are met.(2) An issuer or person must entrust a RIS with the disclosure of regulated information to the public and must ensure that the RIS complies with the minimum standards contained in DTR 6.3.4 R to DTR 6.3.8 R.[Note: article 12(1) of the TD implementing directive]11
DTR 6.3.6RRP
Regulated information must be communicated to the media in a manner which ensures the security of the communication, minimises the risk of data corruption and unauthorised access, and provides certainty as to the source of the regulated information. Security of receipt must be ensured by remedying as soon as possible any failure or disruption in the communication of regulated information. An issuer or person is not responsible for systemic errors or shortcomings at the media to
DTR 6.3.7RRP
Regulated information must be communicated to a RIS in a way which:(1) makes clear that the information is regulated information;(2) identifies clearly: (a) the issuer concerned;(b) the subject matter of the regulated information; and(c) the time and date of the communication of the regulated information by the issuer or the person.[Note: article 12(5) of the TD implementing directive]
DTR 6.3.8RRP
Upon request, an issuer or other person must be able to communicate to the FSA, in relation to any disclosure of regulated information:(1) the name of the person who communicated the regulated information to the RIS;(2) the security validation details;(3) the time and date on which the regulated information was communicated to the RIS;(4) the medium in which the regulated information was communicated; and(5) details of any embargo placed by the issuer on the regulated information,
DTR 6.3.9RRP
An issuer or person must not charge investors any specific cost for providing regulated information. [Note: article 21(1) of the TD]
LR 20.4.1RRP
An issuer that has only miscellaneous securities listed is subject to the continuing obligations set out in this chapter.
LR 20.4.2RRP
An issuer that has both miscellaneous securities and other securities listed is subject to the continuing obligations set out in this chapter and the continuing obligations that are applicable to the other securities so listed.
LR 20.4.3RRP
(1) An issuer's listed miscellaneous securities 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 listed miscellaneous securities to trading; or(b) requested a RIE to cancel or suspend trading of any of its listed miscellaneous securities; or(c) been informed by a RIE that the trading of any of its listed miscellaneous securities
LR 20.4.4RRP
An issuer with listed miscellaneous securities must comply with LR 2.2.12 R at all times.
LR 20.4.5RRP
An issuer must comply with DTR 2.1 to DTR 2.7 as if it were an issuer for the purposes of the disclosure rules and transparency rules.
LR 20.4.6GRP
An issuer, whose miscellaneous securities are admitted to trading on a regulated market, should consider its obligations under DTR 4 (Periodic financial reporting), DTR 5 (Vote holder and issuer notification rules), DTR 6 (Access to information) and DTR 7 (Corporate governance).
LR 20.4.7RRP
An issuer that is not already required to comply with the transparency rules must comply with DTR 6.3 as if it were an issuer for the purposes of the transparency rules.
LR 20.4.8RRP
An issuer must comply with the requirements in LR 9.5.15 R (Temporary documents of title (including renounceable documents)) and LR 9.5.16 R (Definitive documents of title) so far as relevant to miscellaneous securities.
LR 3.5.1RRP
This section applies to an applicant that wishes to apply for admission of securities using a block listing.11
LR 3.5.2GRP
11If the process of applying for admission of securities is likely to be very onerous due to the frequent or irregular nature of allotments and if no prospectus or listing particulars are required for the securities, an applicant may apply for a block listing of a specified number of the securities.
LR 3.5.3GRP
The grant of a block listing constitutes admission to listing for the securities that are the subject of the block. Separately, the provisions of PR 1.2.2 R will need to be considered by the applicant when the securities that are the subject of the block listing are being issued.1
LR 3.5.4RRP
1An applicant applying for admission to listing by way of a block listing must submit in final form, at least two business days before the FSA is to consider the application, a completed Application for Admission of Securities to the Official List. An application in respect of multiple schemes must identify the schemes but need not set out separate block listing amounts for each scheme.1Note: The Application for Admission of Securities to the Official List form can be found on
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.1Note: A copy of the Block Listing Six Monthly Return can be found on the UKLA section of the FSA website.
LR 3.5.7GRP
An issuer that wishes to synchronise block listing six monthly returns for a number of block listing facilities may do so by providing the return required by LR 3.5.6 R earlier than required to move the timing of returns onto a different six monthly cycle. An issuer with multiple block listing facilities should ensure that allotments under each facility are separately stated.
DTR 5.6.1RRP
An issuer must, at the end of each calendar month during which an increase or decrease has occurred, disclose to the public:(1) the total number of voting rights and capital in respect of each class of share which it issues.[Note: article 15 of the TD]; and(2) the total number of voting rights attaching to shares of the issuer which are held by it in treasury.
DTR 5.6.1ARRP
(1) 1Notwithstanding DTR 5.6.1 R, if a relevant increase or decrease in the total number of voting rights of the kind described in (2) occurs, an issuer must disclose to the public the information in DTR 5.6.1R (1) and (2) as soon as possible and in any event no later than the end of the business day following the day on which the increase or decrease occurs.(2) For the purpose of (1), a relevant increase or decrease is any increase or decrease in the total number of voting rights
DTR 5.6.1BGRP
In relation to the obligation in DTR 5.6.1A R, it is for an issuer to assess whether the effect on the total number of voting rights is immaterial. In the FSA's view an increase or decrease of 1% or more is likely to be material, both to the issuer and to the public.
DTR 5.6.3RRP
Responsibility for all information drawn up and made public in accordance with DTR 5.6.1 R and DTR 5.6.1AR lies with the issuer.1
DTR 6.4.1RRP
In respect of transferable securities which are admitted to trading on a regulated market, this section applies to: (1) an issuer whose Home State is the United Kingdom in accordance with article 2.1(i)(i) of the TD; and(2) an issuer who chooses the United Kingdom as its Home State in accordance with article 2.1(i)(ii) of the TD.
DTR 6.4.2RRP
An issuer that chooses the United Kingdom as its Home State, pursuant to article 2.1(i)(ii), must disclose that choice in accordance with DTR 6.3. [Note: article 2 of the TD implementing Directive]