LR 15.2 Requirements for listing
Application
- (1)
LR 15.2.2 R to LR 15.2.14 R and LR 15.2.18 G apply to an investment company.
- (2)
LR 15.2.2 R and LR 15.2.17 R to LR 15.2.18 G apply to an investment trust.
Requirements for all investment entities
To be listed, an applicant must comply with the following:
- (1)
those responsible for managing the investments must have adequate experience;
- (2)
there must be an adequate spread of investment risk;
- (3)
the applicant must be a passive investor and must not control or seek to control, or be actively involved in the management of, any companies or businesses in which it invests; and
- (4)
the applicant must not, to a significant extent, be a dealer in investments.
Requirements for investment companies
To be listed, an investment company must comply with LR 2 (Requirements for listing - all securities) and LR 6 (Additional requirements for listing for equity securities), with the modifications and additional conditions set out in LR 15.2.4 R to LR 15.2.14 R and, if applicable, LR 15.2.18 G.
Accounts and nature and duration of business activities
An investment company must either:
- (1)
satisfy the conditions set out in LR 6.1.3 R (Audited accounts for three years) and LR 6.1.4 R (Nature and duration of business activities); or
- (2)
satisfy the FSA that its directors and investment managers have sufficient and satisfactory experience in the management of investments of the type in which the company proposes to invest.
LR 6.1.16 R (Working capital) does not apply to an investment company.
Corporate governance
The board of directors or equivalent body of an investment company must be able to demonstrate that it will act independently of any investment managers of the investment company.
In complying with LR 15.2.6 R:
- (1)
a majority of the board or equivalent body must not be:
- (a)
directors, employees or professional advisers to other investment companies that are:
- (i)
managed by any such investment managers; or
- (ii)
managed by any other company in the same group as any such investment managers; or
- (i)
- (b)
directors, employees, partners, officers, or professional advisers to any such investment manager or any other company in the same group as any such investment manager;
- (a)
- (2)
no more than one director, partner, employee, or professional adviser to each such investment manager or any other company in the same group as any such investment manager may be a director of the investment company; and
- (3)
a director as described in paragraph (2) must be subject to annual re-election by shareholders.
The chairman of the board of the investment company must be free of conflicts of interest and must be independent of any investment managers of the investment company and any other company in the same group as any of the investment managers.
In complying with LR 15.2.8 G the chairman of the board must not be:
- (1)
a director, employee, officer, partner or professional adviser to any investment manager of the investment company; or
- (2)
a director, employee, officer, partner, or professional adviser to any other company in the same group as any investment manager of the investment company; or
- (3)
a director of any other investment company managed by any of the same investment managers; or
- (4)
a director of any other company in the same group as any of the same investment managers.
Investment policies
- (1)
An investment company that has an investment policy of principally investing its funds in another company or fund which invests in a portfolio of investments must satisfy the FSA that at all times its directors will comprise a majority of the directors of that other company or fund and will control the policy of that other company or fund to ensure that the other company or fund conforms with the investment policies and related requirements that apply to investment companies set out in LR 15.
- (2)
Except as set out in paragraph (1) and except for property investment companies, the issuer must not take legal or management control of investments in its portfolio.
- (3)
Except as set out in paragraph (1) no more than 20% of the total assets of the issuer (consolidated where applicable) may be lent to or invested in the securities of any one company or group (including loans to or shares in the issuer's own subsidiaries) at the time the investment or loan is made.
- (4)
For the purposes of paragraph (3) any existing holding in the companies concerned must be aggregated with the proposed new investment.
- (5)
The restriction set out in paragraph (3) does not apply to cash deposits awaiting investment.
- (1)
No more than 10%, in aggregate, of the value of the total assets of the issuer at the time of admission may be invested in other listed investment companies or listed investment trusts.
- (2)
The restriction set out in paragraph (1) does not apply to investments in investment company or investment trusts which themselves have stated investment policies to invest no more than 15% of their total assets in other listed investment companies or listed investment trusts.
An investment company and any of its subsidiaries must not conduct a trading activity which is significant in the context of the group as a whole.
Income, surpluses and dividends
- (1)
Dividends must not be paid unless they are covered by income received from underlying investments.
- (2)
For the purposes set out in paragraph (1) a share of the profits of an associated company is unavailable unless and until distributed to the investment company.
The distribution of surpluses, as dividend, arising from the realisation of investments must be prohibited and a provision to this effect must be contained in the issuer's constitution.
When a company will be treated as an investment company
An open-ended investment company which does not regularly intervene in the market to keep the price of shares in line with net asset value and which:
- (1)
redeems or purchases its own shares but does not do so at the request of shareholders; or
- (2)
redeems or purchases its own shares but does so in accordance with the requirements of the Second Company Law Directive (Council Directive 77/91/EEC);
will be treated as an investment company that is closed-ended for the purposes of this chapter.
An open-ended investment company that:
- (1)
is an unrecognised scheme; and
- (2)
is treated as a closed-ended investment company;
must comply with the requirements for listing, the continuing obligations that are applicable to investment companies and the requirements set out in LR 15.3.2 G, LR 15.7.4 R and LR 15.7.10 G.
Requirements for investment trusts
To be listed, an investment trust must comply with LR 2 and LR 6 with the following modifications and additional conditions:
- (1)
the requirements set out in LR 15.2.2 R to LR 15.2.9 R;
- (2)
LR 15.2.10R (1); and
- (3)
Investment in property
An investment company or an investment trust that invests or intends to invest 20% or more of its total assets in property must:
- (1)
comply with the requirements for property companies set out in the listing rules; or
- (2)
comply with the requirements for property investment companies set out in LR 15.5.