1This chapter applies to a company3 with, or applying for, a standard listing3 of shares5 other than:5

1. (1)

   5equity shares issued by a company that is an investment entity unless it has a premium listing of a class of its equity shares; and

2. (2)

   preference shares that are specialist securities.

3 2

An applicant which is applying for standard listing2 (shares) 4must comply with all of LR 2 (Requirements for listing: All securities).2

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 public6.

2. (2)

   [deleted]6

3. (3)

   For the purposes of paragraph (1), a sufficient number of shares will be taken to have been distributed to the public when 10% 7of the shares for which application for admission has been made are in public hands.

5
4. (4)

   5For the purposes of paragraphs (1), (2) and (3), shares are not held in public hands if they are:

   1. (a)

      held, directly or indirectly by:

      1. (i)

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

      2. (ii)

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

      3. (iii)

         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; or

      4. (iv)

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

      5. (v)

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

   2. (b)

      subject to a lock-up period of more than 180 days.

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]

The FCA will not admit shares of a company incorporated in a third country6 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 FCA is satisfied that the absence of the listing is not due to the need to protect investors. [Note: Article 51 CARD]

Other than in regard to securities to which LR 4 applies, the4listedequity shares5 of a company2 must be admitted to trading on a regulated market for listed securities8.

1. (1)

   A company2 must comply with LR 14.2.2 R at all times.

   2
2. (2)

   A company2 that no longer complies with LR 14.2.2 R must notify the FCA as soon as possible of its non-compliance.

   2

Where shares4of the same class as shares4that are listed are allotted, an application for admission to listing of such shares4 must be made as soon as possible and in any event within one year of the allotment. [Note: Article 64 CARD]

A company2 must forward to the FCA, for publication through the document viewing facility, two copies of:

1. (1)

   all circulars, notices, reports or other documents to which the listingrules apply, at the same time as any such documents are issued; and

2. (2)

   all resolutions passed by the company other than resolutions concerning ordinary business at an annual general meeting, as soon as possible after the relevant general meeting.

1. (1)

   A company2 must notify a RIS as soon as possible when a document has been forwarded to the FCA under LR 14.3.6 R unless the full text of the document is provided to the RIS.

   2
2. (2)

   A notification made under (1) must set out where copies of the relevant document can be obtained.

   2

A company2 must ensure that the FCA is provided with up to date contact details of appropriate persons nominated by it to act as the first point of contact with the FCA in relation to the company's compliance with the listing rules and the disclosure requirements6 and transparency rules, as applicable.

A company2 must ensure that any temporary document of title (other than one issued in global form) for a share4:

1. (1)

   is serially numbered;

2. (2)

   states where applicable:

   1. (a)

      the name and address of the first holder and names of joint holders (if any);

   2. (b)

      the pro rata entitlement;

   3. (c)

      the last date on which transfers were or will be accepted for registration for participation in the issue;

   4. (d)

      how the shares4 rank for dividend or interest;

      4
   5. (e)

      the nature of the document of title and proposed date of issue;

   6. (f)

      how fractions (if any) are to be treated; and

   7. (g)

      for a rights issue, the time, being not less than 10 business days calculated in accordance with LR 9.5.6 R,5 in which the offer may be accepted, and how shares4 not taken up will be dealt with; and

      334
3. (3)

   if renounceable:

   1. (a)

      states in a heading that the document is of value and negotiable;

   2. (b)

      advises holders of shares4 who are in any doubt as to what action to take to consult appropriate independent advisers immediately;

      4
   3. (c)

      states that where all of the shares4 have been sold by the addressee (other than ex rights or ex capitalisation), the document should be passed to the person through whom the sale was effected for transmission to the purchaser;

      4
   4. (d)

      has the form of renunciation and the registration instructions printed on the back of, or attached to, the document;

   5. (e)

      includes provision for splitting (without fee) and for split documents to be certified by an official of the company2 or authorised agent;

      2
   6. (f)

      provides for the last day for renunciation to be the second business day after the last day for splitting; and

   7. (g)

      if at the same time as an allotment is made of shares issued for cash, shares of the same class are also allotted credited as fully paid to vendors or others, provides for the period for renunciation to be the same as, but no longer than, that provided for in the case of shares issued for cash.

A company2 must ensure that any definitive document of title for a share4 (other than a bearer security) includes the following matters on its face (or on the reverse in the case of (5) and (7)):

1. (1)

   the authority under which the company2 is constituted and the country of incorporation and registered number (if any);

   2
2. (2)

   the number or amount of shares4 the certificate represents and, if applicable, the number and denomination of units (in the top right-hand corner);

   4
3. (3)

   a footnote stating that no transfer of the share4 or any portion of it represented by the certificate can be registered without production of the certificate;

   4
4. (4)

   if applicable, the minimum amount and multiples thereof in which the share4 is transferable;

   4
5. (5)

   the date of the certificate;

6. (6)

   for a fixed income security, the interest payable and the interest payment dates and on the reverse (with reference shown on the face) an easily legible summary of the rights as to redemption or repayment and (where applicable) conversion; and

7. (7)

   for shares with preferential rights, on the face (or, if not practicable, on the reverse), a statement of the conditions thereof as to capital, dividends and (where applicable) conversion.

10Unless exempted in LR 14.3.11D, a company must:

1. (1)

   forward to the FCA for publication a copy of one or more of the following:

   1. (a)

      the approved prospectus or listing particulars for its listed shares;

   2. (b)

      the relevant agreement or document setting out the terms and conditions on which its listed shares were issued; or

   3. (c)

      a document describing:

      1. (i)

         the rights attached to its listed shares;

      2. (ii)

         limitations on such rights; and

      3. (iii)

         the procedure for the exercise of such rights,

      produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the company been required to produce a prospectus for those listed shares; and

2. (2)

   if the information in relation to the rights attached to its listedshares set out in the document previously forwarded in accordance with (1) is no longer accurate, forward to the FCA for publication a copy of either of the following:

   1. (a)

      a new document in accordance with (1); or

   2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the company’s listed shares.

10The documents in LR 14.3.11AR must be forwarded to the FCA for publication by uploading them to the system identified by the FCA on its website as the national storage mechanism.

10A company is exempt from LR 14.3.11AR where:

1. (1)

   10it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in LR 14.3.11AR(1);

2. (2)

   if the information in relation to the rights attached to its listedshares set out in the document previously forwarded or filed in accordance with (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following:

   1. (a)

      one of the documents specified in LR 14.3.11AR(1); or

   2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the company’slistedshares; and

3. (3)

   the documents in (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by:

   1. (a)

      forwarding them for publication on the document viewing facility; or

   2. (b)

      uploading them to the system identified by the FCA on its website as the national storage mechanism.

1. (1)

   [deleted]8

   11
2. (2)

   An overseas company must appoint a registrar in the United Kingdom if:1

   1
   1. (a)

      there are 200 or more holders resident in the United Kingdom; or1

   2. (b)

      10% of more of the shares4 are held by persons resident in the United Kingdom.1

      4

A company2 must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital:

1. (1)

   any proposed change in its capital structure including the structure of its listeddebt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress;

2. (2)

   [deleted]1

   1
3. (3)

   any redemption of listedshares4 including details of the number of shares4 redeemed and the number of shares4 of that class outstanding following the redemption;

   444
4. (4) 1

   [deleted]1

5. (5)

   any extension of time granted for the currency of temporary documents of title;

6. (6)

   [deleted]1

   1
7. (7)

   the results of any new issue of listedequity securities or of a public offering of existing shares or other equity securities.

Where the shares4 are subject to an underwriting agreement a company2 may, at its discretion and subject to the disclosure requirements and contents of DTR 27 delay notifying a RIS as required by LR 14.3.17R (7) for up to two business days until the obligation by the underwriter to take or procure others to take shares4 is finally determined or lapses. In the case of an issue or offer of shares4 which is not underwritten, notification of the result must be made as soon as it is known.

1A listed company that is not already required to comply with the transparency rules8must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules.

2A listed company that is not already required to comply with DTR 7.2 (Corporate governance statements)8 must comply with DTR 7.2 as if it were an issuer to which that section applies.

9A company with a standard listing of equity shares (other than an open-ended investment company) that is not already required to comply with DTR 7.3 (Related party transactions)11 must comply with DTR 7.3 as if it were an issuer to which DTR 7.3 applies, subject to the modifications set out in LR 14.3.26R.

9For the purposes of LR 14.3.25R, DTR 7.3 is modified as follows:

1. (1)

   DTR 7.3.2R must be read as if the words “has the meaning in UK-adopted IFRS11” are replaced by:

   “has the meaning:

   1. (a)

      in UK-adopted IFRS11; or

   2. (b)

      where the listed company prepares annual consolidated financial statements in accordance with accounting standards which have been determined to be equivalent to UK-adopted IFRS and which are set out in the TD Equivalence Decision11,

      1. (i)

         in UK-adopted IFRS11, or

      2. (ii)

         in the equivalent accounting standards in accordance with which its annual consolidated financial statements are prepared;

      at the choice of the listed company.”

2. (2)

   DTR 7.3.8R(2) and (3) do not apply;

3. (3)

   DTR 7.3.9R must be read as follows:

   1. (a)

      as if the words “after obtaining board approval” are replaced by “after publishing an announcement in accordance with DTR 7.3.8R(1)”; and

   2. (b)

      the reference to DTR 7.3.8R must be read as a reference to DTR 7.3.8R as modified by LR 14.3.26R(2); and

4. (4)

   in DTR 7.3.13R the references to DTR 7.3.8R must be read as references to DTR 7.3.8R as modified by LR 14.3.26R(2).

14In addition to the requirements set out in DTR 4.1, a listed company (other than an investment entity or a shell company) must include a statement in its annual financial report setting out:

1. (1)

   whether the listed company has included in its annual financial report climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures;

2. (2)

   in cases where the listed company has:

   1. (a)

      made climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, but has included some or all of these disclosures in a document other than the annual financial report:

      1. (i)

         the recommendations and/or recommended disclosures for which it has included disclosures in that other document;

      2. (ii)

         a description of that document and where it can be found; and

      3. (iii)

         the reasons for including the relevant disclosures in that document and not in the annual financial report;

   2. (b)

      not included climate-related financial disclosures consistent with all of the TCFD Recommendations and Recommended Disclosures in either its annual financial report or other document as referred to in (a):

      1. (i)

         the recommendations and/or recommended disclosures for which it has not included such disclosures;

      2. (ii)

         the reasons for not including such disclosures; and

      3. (iii)

         any steps it is taking or plans to take in order to be able to make those disclosures in the future, and the timeframe within which it expects to be able to make those disclosures; and

3. (3)

   where in its annual financial report or (where appropriate) other document the climate-related financial disclosures referred to in (1) can be found.