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LR 1.4 Miscellaneous

Appointment of sponsor

LR 1.4.1RRP
  1. (1)

    If it appears to the FSA that there is, or there may be, a breach of the listing rules by an issuer with a primary listing, the FSA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules.

  2. (2)

    If required to do so under paragraph (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the application of the listing rules.

Note: LR 8.2 sets out the various circumstances in which an issuer must appoint, or obtain guidance from, a sponsor.

Overseas companies

LR 1.4.2RRP

If a listing rule refers to a requirement in legislation applicable to a listed company incorporated in the United Kingdom, a listed overseas company must comply with the requirement so far as:

  1. (1)

    information available to it enables it to do so; and

  2. (2)

    compliance is not contrary to the law in its country of incorporation.

LR 1.4.3RRP

A listed overseas company must, if required to do so by the FSA, provide the FSA with a letter from an independent legal adviser explaining why compliance with a requirement referred to in LR 1.4.2 R is contrary to the law in its country of incorporation.

Equivalent information

LR 1.4.4R

An issuer whose securities are listed on an overseas investment exchange operating in a non-EEA state, must notify to a RIS information equivalent to that notified to the market of the non-EEA state if the information may be of importance to evaluate the securities listed by the FSA. [Note: Articles 69 and 82 CARD]

LR 1.4.5G

The information required under LR 1.4.4 R is in addition to information that is required to be disclosed under the disclosure rules and transparency rules.

English language

LR 1.4.6RRP

A document that is required under a listing rule to be filed, notified to a RIS, provided to the FSA or sent to security holders must be in English.

Market abuse safe harbours

LR 1.4.7R

Pursuant to section 118A(5) of the Act, behaviour conforming with the listing rules specified in LR 1 Annex 1 RR does not amount to market abuse under section 118(1) of the Act.

Fees

LR 1.4.8GRP

An issuer and a sponsor must pay the fees set out in LR App 2R to the FSA when they are due.

Electronic Communication

LR 1.4.9GRP

If the listing rules require an issuer to send documents to its security holders in the United Kingdom, the issuer is taken to comply with the requirement for any specific holder if:

  1. (1)

    the issuer and the security holder have agreed to the use of electronic communication for sending copies of documents to the holder and:

    1. (a)

      the documents are documents to which the agreement applies; and

    2. (b)

      copies of the documents are sent using electronic communication to such address, number or other location as may for the time being be notified by the holder to the issuer for that purpose; or

  2. (2)

    the issuer and the security holder have agreed to the holder having access to documents on a website (instead of the documents being sent to the holder) and:

    1. (a)

      the documents are documents to which the agreement applies; and

    2. (b)

      the holder is notified in a manner for the time being agreed for the purpose between the holder and the issuer, of:

      1. (i)

        the publication of the documents on a website;

      2. (ii)

        the address of that website;

      3. (iii)

        the place on that website where the documents may be accessed and how they may be accessed;

      4. (iv)

        the period of time for which the documents will be available on the website, which must be for a period of not less than 21 days from the date of notification or, if later, until the conclusion of any general meeting to which the documents relate; and

    3. (c)

      the documents are published on that website throughout the period referred to in paragraph (b)(iv), provided that, if the documents are published on that website for a part but not all of that period, the documents will be treated as published throughout that period if the failure to publish those documents throughout the period is wholly attributable to circumstances which it would not be reasonable to have expected the issuer to prevent or avoid.

LR 1.4.10R

If an issuer makes use of LR 1.4.9 G, it must make the documents available during normal business hours to security holders for a period of not less than 21 days from the date of communication or notification or, if later, until the conclusion of any general meeting to which the documents relate, in printed form and free of charge in sufficient numbers to satisfy demand from security holders at:

  1. (1)

    the issuer's registered office in the United Kingdom (if any); and

  2. (2)

    the offices of any paying agent of the issuer in the United Kingdom.