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  1. Point in time
    2019-05-07

LR 21.4 Continuing obligations: Equity shares

LR 21.4.1R

1A listed company must comply with:

  1. (1)

    LR 9 (Continuing obligations) subject to the modifications and additional requirements set out in LR 21.4.2G to LR 21.4.4R;

  2. (2)

    LR 10 (Significant transactions: Premium listing);

  3. (3)

    LR 12 (Dealing in own securities and treasury shares: Premium listing); and

  4. (4)

    LR 13 (Contents of circulars: Premium listing) subject to the modifications set out in LR 21.4.3R.

LR 21.4.2G

1For the purposes of LR 21.4.1R(1), in LR 9.2.2AAG factors that may indicate that a listed company does not satisfy LR 9.2.2AR also include situations where a listed company has granted or may be required to grant security over its business in connection with the funding of a sovereign controlling shareholder.

LR 21.4.3R

1For the purposes of LR 21.4.1R(1) and LR 21.4.1R(4), references to controlling shareholder must be read as excluding a sovereign controlling shareholder in, or for the purposes of, the following:

  1. (1)

    LR 9.2.2ABR and LR 9.2.2ACG;

  2. (2)

    LR 9.2.2ADR(1);

  3. (3)

    LR 9.2.2BR;

  4. (4)

    LR 9.2.2CR;

  5. (5)

    LR 9.2.2GR and LR 9.2.2HG;

  6. (6)

    LR 9.8.4 R(11);

  7. (7)

    LR 9.8.4R(14); and

  8. (8)

    LR 13.8.18R

LR 21.4.4R

1For the purposes of LR 21.4.1R(1):

  1. (1)

    in the second sentence of LR 9.2.21R the reference to the provisions of LR 5.4A.4R(3)(b)(ii) and LR 5.4A.4R(3)(c)(ii) must be read as a reference to the provisions of LR 5.4A.4R(3)(d)(ii);

  2. (2)

    in LR 9.2.26G the reference to LR 9.2 must be read as a reference to LR 9.2 as modified by LR 21.4; and

  3. (3)

    in LR 9.8.4CR the reference to LR 9.8.4R must be read as a reference to LR 9.8.4R as modified by LR 21.4.3R.

LR 21.4.5G

1Where a purchase by a listed company of its own equity securities or preference shares is to be made from a related party which is a sovereign controlling shareholder or an associate of a sovereign controlling shareholder, the listed company should note LR 12.3.2R.

Additional requirements: sovereign controlling shareholder

LR 21.4.6R

1A listed company must at all times have a sovereign controlling shareholder.

LR 21.4.7R

1To comply with LR 21.4.6R, a State which is a sovereign controlling shareholder must be either:

  1. (1)

    recognised by the government of the UK as a State; or

  2. (2)

    the UK.

LR 21.4.8R

1A listed company must notify the FCA without delay if it no longer complies with the continuing obligation set out in LR 21.4.6R.

LR 21.4.9G

1Where a listed company is unable to comply with the continuing obligation set out in LR 21.4.6R, it should consider seeking a cancellation of listing or applying for a transfer of its listing category. In particular, the listed company should note LR 5.2.2G(2) and LR 5.4A.17G.

Sponsors

LR 21.4.10G

1A listed company should consider the requirements in LR 8.2 (When a sponsor must be appointed or its guidance obtained) and LR 8.5 (Responsibilities of listed companies), subject to the modification to LR 8.2.3R in LR 21.5.3R.