1 LR applies as follows:

1. (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. (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 authority

Note: 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 authority under Part VI of the Act, the FSA may use the name: the UK Listing Authority.

Other relevant parts of Handbook

Note: Other parts of the Handbook that may also be relevant to issuers or sponsors include DTR (the Disclosure Rules and Transparency Rules sourcebook), PR (the Prospectus Rules sourcebook), COBS3 (the Conduct of Business sourcebook), DEPP (Decision Procedure and Penalties Manual)2, Chapter 9 of SUP (the Supervision manual) and GEN (General Provisions).

The following Regulatory Guides may also be relevant to issuers or sponsors:2

1. The Enforcement Guide (EG)2

2. [intentionally blank]2

3 2 2

1. (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. (2)

   A dispensation or modification may be either unconditional or subject to specified conditions.

3. (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 or appropriateness of the dispensation or modification.

4. (4)

   The FSA may revoke or modify a dispensation or modification.

1. (1)

   An application to the FSA to dispense with or modify a listing rule must be in writing.

2. (2)

   The application must:

   1. (a)

      contain a clear explanation of why the dispensation or modification is requested;

   2. (b)

      include details of any special requirements, for example, the date by which the dispensation or modification is required;

   3. (c)

      contain all relevant information that should reasonably be brought to the FSA's attention;

   4. (d)

      contain any statement or information that is required by the listing rules to be included for a specific type of dispensation or modification; and

   5. (e)

      include copies of all documents relevant to the application.

An issuer must provide to the FSA as soon as possible:

1. (1)

   any information and explanations that the FSA may reasonably require to decide whether to grant an application for admission;

2. (2)

   any information that the FSA considers appropriate to protect investors or ensure the smooth operation of the market; and [Note: Article 16.1 CARD]

3. (3)

   any other information or explanation that the FSA may reasonably require to verify whether listing rules are being and have been complied with.

1. (1)

   The FSA may, at any time, require an issuer to publish such information in such form and within such time limits as it considers appropriate to protect investors or to ensure the smooth operation of the market. [Note: Article 16.2 CARD]

2. (2)

   If an issuer fails to comply with a requirement under paragraph (1) the FSA may itself publish the information (after giving the issuer an opportunity to make representations as to why it should not be published). [Note: Article 16.2 CARD]

An issuer must take reasonable care to ensure that any information it notifies to a RIS or makes available through the FSA is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.

If an issuer is required to notify information to a RIS at a time when a RIS is not open for business it must distribute the information as soon as possible to:

1. (1)

   not less than two national newspapers in the United Kingdom;

2. (2)

   two newswire services operating in the United Kingdom; and

3. (3)

   a RIS for release as soon as it opens.

1. (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. (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 listing rules, the disclosure rules and the transparency rules.4

   4

[Note: LR 8.2 sets out the various circumstances in which an issuer must appoint, or obtain guidance from, a sponsor.]4

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.

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.

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.

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.

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.

1An issuer must comply with the rules that are applicable to every security in the category of listing which applies to each security the issuer has listed. The categories of listing are:

1. (1)

   premium listing (commercial company);

2. (2)

   premium listing (closed-ended investment fund);

3. (3)

   premium listing (open-ended investment companies);

4. (4)

   standard listing (shares);

5. (5)

   standard listing (debt and debt-like securities);

6. (6)

   standard listing (certificates representing certain securities);

7. (7)

   standard listing (securitised derivatives);

8. (8)

   standard listing (miscellaneous securities).

An issuer must inform the FSA if the characteristics of a security change so that the security no longer meets the definition of a security in the category in which it has been placed.