LR 2.2 Requirements for all securities

An applicant (other than a public sector 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]

To be listed, securities must:

1. (1)

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

2. (2)

   be duly authorised according to the requirements of the applicant'sconstitution; and

3. (3)

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

Other than in regard to securities to which LR 4 applies, to2 be listed, equity shares3 must be admitted to trading on a regulated market for listed securities operated by a RIE. All other securities must be admitted to trading on a 2RIE's market for listedsecurities.

1. (1)

   To be listed, securities must be freely transferable. [Note: articles 46, 54 and 60 CARD]

2. (2)

   To be listed, shares 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)

   The expected aggregate market value of all securities (excluding treasury shares ) to be listed must be at least:

   1. (a)

      £700,000 for shares; and

   2. (b)

      £200,000 for debt securities.

2. (2)

   Paragraph (1) does not apply to tap issues where the amount of the debt securities is not fixed.

3. (3)

   Paragraph (1) does not apply if securities of the same class are already listed. [Note: articles 43 and 48 CARD]

An application for listing of securities of any class must:

1. (1)

   if no securities of that class are already listed, relate to all securities of that class, issued or proposed to be issued; or

2. (2)

   if securities of that class are already listed, relate to all further securities of that class, issued or proposed to be issued. [Note: articles 49, 56 and 62 CARD]

1. (1)

   This rule applies if under the Act or under the law of another EEA State:

   1. (a)

      a prospectus must be approved and published for the securities; or

   2. (b)

      the applicant is permitted and elects to draw up a prospectus for the securities.

2. (2)

   To be listed:

   1. (a)

      a prospectus must have been approved by the FSA and published in relation to the securities; or

   2. (b)

      if another EEA State is the Home Member State for the securities, the relevant competent authority must have supplied the FSA with:

      1. (i)

         a certificate of approval;

      2. (ii)

         a copy of the prospectus as approved; and

      3. (iii)

         (if applicable) a translation of the summary of the prospectus.

1. (1)

   This rule applies if, under LR 4, listing particulars must be approved and published for securities.

2. (2)

   To be listed, listing particulars for the securities must have been approved by the FSA and published in accordance with LR 4.

Convertible securities and miscellaneous securities giving the holder the right to buy or subscribe for other securities2may be admitted to listing only if the securities into which they are convertible or over which they give a right to buy or subscribe2are already, or will become at the same time:

1. (1)

   listedsecurities; or

2. (2)

   securities listed on a regulated, regularly operating, recognised open market. [Note: article 59 CARD]

2If the law of the country of its incorporation does not confer on shareholders rights which are at least equivalent to LR 9.3.11 R, an overseas company applying for a premium listing must:

1. (1)

   ensure its constitution provides for rights which are at least equivalent to the rights provided for in LR 9.3.11 R (as qualified by LR 9.3.12 R); and

2. (2)

   be satisfied that conferring such rights would not be incompatible with the law of the country of its incorporation.