LR 18.2 Requirements for listing

If an application is made for the admission of certificates representing certain securities, the issuer of the securities which the certificates represent is the issuer for the purpose of the listing rules and the application will be dealt with as if it were an application for the admission of the securities.

For certificates representing certain securities to be admitted to listing an issuer of the securities which the certificates represent must comply with LR 18.2.3 R to LR 18.2.7 G.

An issuer must be:

1. (1)

   duly incorporated or otherwise validly established according to the relevant laws of its place of incorporation or establishment; and

2. (2)

   operating in conformity with its constitution. [Note: Articles 42 and 52 CARD]

For the certificates to be listed, the securities which the certificates represent must:

1. (1)

   conform with the law of the issuer's place of incorporation;

2. (2)

   be duly authorised according to the requirements of the issuer's constitution; and

3. (3)

   have any necessary statutory or other consents. [Note: Articles 45 and 53 CARD]

1. (1)

   For the certificates to be listed, the securities which the certificates represent must be freely transferable. [Note: Articles 46, 54 and 60 CARD]

2. (2)

   For the certificates to be listed, the securities which the certificates represent must be fully paid and free from all liens and from any restriction on the right of transfer (except any restriction imposed for failure to comply with a notice under section 793 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)).1

   1

1. (1)

   If an application is made for the admission of a class of certificates representing shares of an overseas company, a sufficient number of certificates 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 certificates are listed in the state or states.

3. (3)

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

4. (4)

   For the purposes of paragraphs (1), (2) and (3), certificates 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; or

   2. (b)

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

   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; or

   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 certificates of the relevant class.

Certificates representing equity shares of a company incorporated in the United Kingdom will be admitted to listing only if the shares they represent are already listed or are the subject of an application for listing at the same time.

To be listed, the certificates representing certain securities must satisfy the requirements set out in LR 2.2.2 R to LR 2.2.11 R. For this purpose, in those rules references to securities are to be read as references to the certificates representing certain securities for which application for listing is made.

To be listed, the certificates representing certain securities must not impose obligations on the depositary that issues the certificates except to the extent necessary to protect the certificate-holders rights to, and the transmission of entitlements of, the securities.

A depositary that issues certificates representing certain securities must be a suitably authorised and regulated financial institution acceptable to the FSA.

A depositary that issues certificates representing certain securities must hold on trust (or under equivalent arrangements) for the sole benefit of the certificate holders the securities to which the certificates relate, all rights relating to the securities and all money and benefits that it may receive in respect of them, subject only to payment of the remuneration and proper expenses of the issuer of the certificates.