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LR 14.2 Requirements for listing

LR 14.2.1RRP

An applicant which is applying for a secondary listing of equity securities must comply with all of LR 2 (Requirements for listing- all securities).

Shares in public hands

LR 14.2.2RRP
  1. (1)

    If an application is made for the admission of a class of shares, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public in one or more EEA States.

  2. (2)

    For the purposes of paragraph (1), account may also be taken of holders in one or more states that are not EEA States, if the shares are listed in the state or states.

  3. (3)

    For the purposes of paragraph (1), a sufficient number of shares will be taken to have been distributed to the public when 25% of the shares for which application for admission has been made are in public hands.

  4. (4)

    For the purposes of paragraphs (1), (2) and (3), shares are not held in public hands if they are held, directly or indirectly by:

    1. (a)

      a director of the applicant or of any of its subsidiary undertakings;

    2. (b)

      a person connected with a director of the applicant or of any of its subsidiary undertakings;

    3. (c)

      the trustees of any employees' share scheme or pension fund established for the benefit of any directors and employees of the applicant and its subsidiary undertakings;

    4. (d)

      any person who under any agreement has a right to nominate a person to the board of directors of the applicant; or

    5. (e)

      any person or persons in the same group or persons acting in concert 1who have an interest in 5% or more of the shares of the relevant class.

  5. (5)

    For the purposes of paragraph (3), treasury shares are not to be taken into consideration when calculating the number of shares of the class.

    [Note: Article 48 CARD]

LR 14.2.3GRP

The FSA may modify LR 14.2.2 R to accept a percentage lower than 25% if it considers that the market will operate properly with a lower percentage in view of the large number of shares of the same class and the extent of their distribution to the public. For that purpose, the FSA may take into account shares of the same class that are held (even though they are not listed) in states that are not EEA States.1

[Note: Article 48 CARD]

Shares of a non-EEA company

LR 14.2.4RRP

The FSA will not admit shares of a company incorporated in a non-EEA State that are not listed either in its country of incorporation or in the country in which a majority of its shares are held, unless the FSA is satisfied that the absence of the listing is not due to the need to protect investors. [Note: Article 51 CARD]

Listing applications

LR 14.2.5GRP

A company2 applying for a secondary listing of equity securities will need to comply with LR 3 (Listing applications).

2
LR 14.2.6R

An overseas issuer with a secondary listing of equity securities applying for a primary listing of its securities must:

  1. (1)

    comply with LR 3 as if it were a new applicant; and

  2. (2)

    comply with LR 6 to LR 13.