LR 18.4 Continuing obligations

An issuer of debt securities which the certificates represent must comply with the continuing obligations set out in LR 17.3 (Requirements with continuing application) in addition to the requirements of this section.

A UK issuer of equity shares which the certificates represent must comply with the continuing obligations set out in LR 9 (Continuing obligations) (other than in LR 9.2.6CR and LR 9.2.6DR)6 in addition to the requirements of this section.

An overseas company that is the issuer of the equity shares which the certificates represent must comply with:

1. (1)

   the requirements of this section;

2. (2)

   the continuing obligations set out in LR 14.3 (Continuing obligations) (other than in LR 14.3.2 R, LR 14.3.15 R, LR 14.3.25R and LR 14.3.26R6), LR 18.2.8 R3 and LR 18.4.3A R2; and

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3. (3)

   the obligations in articles 17 and 18 of the Market Abuse Regulation4 as if it were an issuer for the purposes of those obligations and4 the transparency rules, subject to article 22 of the Market Abuse Regulation4.

   1

7For the purposes of:

1. (1)

   LR 18.4.1R, references to listed securities in LR 17.3.9R(2)(b) must be read as references to:

   1. (a)

      listed certificates representing debt securities, and

   2. (b)

      the debt securities which the listed certificates represent;

2. (2)

   LR 18.4.2R, references to listed equity shares in LR 9.2.6ER to LR 9.2.6HR must be read as references to:

   1. (a)

      listed certificates representing the equity shares, and

   2. (b)

      the equity shares which the listed certificates represent; and

3. (3)

   LR 18.4.3R(2), references to listed shares in LR 14.3.11AR to LR 14.3.11DR must be read as references to:

   1. (a)

      listed certificates representing the equity shares, and

   2. (b)

      the equity shares which the listed certificates represent.

1. (1)

   2An issuer within LR 18.4.3 R must publish its annual report and annual accounts as soon as possible after they have been approved.

2. (2)

   An issuer within LR 18.4.3 R must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.

3. (3)

   The annual report and accounts must:

   1. (a)

      have been prepared in accordance with the issuer's national law and, in all material respects, with national accounting standards or UK-adopted IFRS5; and

   2. (b)

      have been independently audited and reported on, in accordance with:

      1. (i)

         the auditing standards applicable in the United Kingdom5; or

      2. (ii)

         an equivalent auditing standard.

3For the purposes of LR 18.4.3R (2), a reference to complying with the obligations in LR 14.3 is to be read as a reference to complying with those obligations in respect of the certificates.

Prior to any change of the depositary of certificates representing certain securities, the new depositary must satisfy the FCA that it meets the requirements of LR 18.2.11 R to LR 18.2.14 R.

1. (1)

   An issuer of securities represented by listedcertificates representing certain securities must notify a RIS of any change of depositary.

2. (2)

   The notification required by paragraph (1) must be made as soon as possible, and in any event by 7.30 a.m. on the business day following the change of depositary, and contain the following information:

   1. (a)

      the name, registered office and principal administrative establishment if different from the registered office of the depositary;

   2. (b)

      the date of incorporation and length of life of the depositary, except where indefinite;

   3. (c)

      the legislation under which the depositary operates and the legal form which it has adopted under the legislation; and

   4. (d)

      any changes to the information regarding the certificates representing certain securities.

An issuer must comply with the requirements in LR 9.5.15 R (Temporary documents of title) and LR 9.5.16 R (Definitive documents of title) so far as relevant to certificates representing equity securities.

1[18.4.8 to follow]

1An issuer that is not already required to comply with the transparency rules must comply with DTR 6.3 as if it were an issuer for the purposes of the transparency rules.