LR 21.6 Requirements for listing: Certificates representing shares

1If an application is made for the admission of certificates representing shares:

1. (1)

   the issuer of the equity shares which the certificates represent is the issuer for the purpose of the listing rules; and

2. (2)

   the application will be dealt with as if it were an application for the admission of the equity shares.

1For certificates representing shares to be admitted to listing, an issuer of the equity shares which the certificates represent must comply with LR 21.6.3R to LR 21.6.8R.

1An 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: article 42 of CARD]

1For the certificates to be listed, the equity shares 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: article 45 of CARD]

1. (1)

   1For the certificates to be listed, the equity shares which the certificates represent must be freely transferable.

[Note: article 46 of CARD]

1. (2)

   For the certificates to be listed, the equity shares 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)

   1For the certificates to be listed, the applicant must demonstrate that the rights attaching to the equity shares which the certificates represent are capable of being exercised by the holders of the certificates as if they were the holders of the relevant equity shares.

2. (2)

   For the certificates to be listed, the applicant must demonstrate that it has arrangements in place which enable the holders of the certificates to exercise the rights attaching to the equity shares which the certificates represent as if they were the holders of the relevant equity shares.

1For certificates representing shares to be admitted to listing, an issuer must comply with:

1. (1)

   LR 6 (Additional requirements for premium listing (commercial company)) except LR 6.1.1R and LR 6.14.1R to LR 6.15.1R and subject to the modifications and additional requirements set out in LR 21.6.10G to LR 21.6.13R; and

2. (2)

   LR 21.6.14R to LR 21.6.21R.

1For the purposes of LR 21.6.9R(1), in LR 6.5 references to a controlling shareholder must be read as excluding a sovereign controlling shareholder.

1For the purposes of LR 21.6.9R(1), references to shares or equity shares must be read as references to certificates representing shares in the following:

1. (1)

   LR 6.3.2G(2);

2. (2)

   LR 6.4.2G;

3. (3)

   LR 6.5.2G;

4. (4)

   LR 6.6.2G;

5. (5)

   LR 6.7.1R;

6. (6)

   LR 6.10.1R;

7. (7)

   LR 6.10.2R;

8. (8)

   LR 6.10.3R(1);

9. (9)

   LR 6.11.1R; and

10. (10)

    LR 6.12.1R.

1LR 21.6.9R(1) does not apply where:

1. (1)

   the applicant meets the following conditions:

   1. (a)

      it has an existing premium listing (sovereign controlled commercial company) of certificates representing shares;

   2. (b)

      it is applying for the admission of certificates representing shares of the same class as the certificates that have been admitted to premium listing; and

   3. (c)

      it is not entering into a transaction classified as a reverse takeover; or

2. (2)

   the following conditions are met:

   1. (a)

      a company has an existing premium listing (sovereign controlled commercial company) of certificates representing shares;

   2. (b)

      the applicant is a new holding company of the company in (a); and

   3. (c)

      the company in (a) is not entering into a transaction classified as a reverse takeover.

1If the prospectus or listing particulars for the certificates representing shares that are being admitted does not include a working capital statement which demonstrates that LR 6.7.1R is satisfied, then:

1. (1)

   an applicant must prepare and publish a working capital statement which demonstrates that LR 6.7.1R is satisfied;

2. (2)

   the working capital statement required by paragraph (1) must be prepared in accordance with item 3.1 of Annex 11 of the PR Regulation3; and

3. (3)

   the working capital statement required by paragraph (1) must be published at the same time as the prospectus or listing particulars, as applicable.

1A working capital statement published for the purposes of LR 21.6.14R must be published by means of a RIS.

1An applicant must have a sovereign controlling shareholder.

1To comply with LR 21.6.16R, a State which is a sovereign controlling shareholder must be either:

1. (1)

   recognised by the government of the UK as a State at the time the application is made; or

2. (2)

   the UK.

1. (1)

   1If an application is made for the admission of a class of certificates representing shares, 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:

   1. (a)

      held directly or indirectly by:

      1. (i)

         a director of the applicant or of any of its subsidiary undertakings; or

      2. (ii)

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

      3. (iii)

         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. (iv)

         any person who under any agreement has a right to nominate a person to the board of directors of the applicant; or

      5. (v)

         any person or persons in the same group or persons acting in concert who have an interest in 5% or more of the certificates of the relevant class; or

   2. (b)

      subject to a lock-up period of more than 180 calendar days.

[Note: article 48 of CARD]

1The FCA will not admit certificates representing shares of an applicant incorporated in a non-EEA State where the class of equity shares which the certificates represent is not listed either in its country of incorporation or in the country in which a majority of its equity shares are held, unless the FCA is satisfied that the absence of listing is not due to the need to protect investors.

[Note: article 51 of CARD]

1. (1)

   1To be listed, the certificates representing shares must satisfy the requirements set out in LR 2.2.2R and LR 2.2.4R to LR 2.2.11R.

2. (2)

   For this purpose, in those rules references to securities must be read as references to the certificates representing shares for which application for listing is made.

1To be listed, the certificates representing shares must be admitted to trading on a regulated market for listed securities operated by a RIE.

1To be listed, the certificates representing shares 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 equity shares.

1A depositary that issues certificates representing shares must maintain adequate arrangements to safeguard certificate holders’ rights to the equity shares to which the certificates relate, and to all rights relating to the equity shares 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.