LR 21.8 Continuing obligations: Certificates representing shares

1A listed company must comply with LR 9 (Continuing obligations) except:

1. (1)

   LR 9.2.1R to LR 9.2.2R;

2. (2)

   LR 9.2.5G to LR 9.2.6DR3;

3. (3)

   LR 9.2.15R to LR 9.2.15AG;

4. (4)

   LR 9.2.21R to LR 9.2.22FG7; and

5. (5)

   LR 9.2.26G; and

subject to the modifications and additional requirements set out in LR 21.8.2R to LR 21.8.12R.

1For the purposes of LR 21.8.1R, references to the listed company or the issuer must be read as references to the issuer of the equity shares which the certificates represent in LR 9.

1For the purposes of LR 21.8.1R, in LR 9.2.23R the reference to LR 9.2.21R should be read as a reference to LR 21.8.22R.

5For the purposes of LR 21.8.1R, references to listed equity shares in LR 9.2.6ER to LR 9.2.6HR must be read as references to:

1. (1)

   listed certificates representing shares; and

2. (2)

   the equity shares which the listed certificates represent.

1For the purposes of LR 21.8.1R, 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); and

7. (7)

   LR 9.8.4R(14).

1For the purposes of LR 21.8.1R, LR 9.5 is modified as follows:

1. (1)

   in LR 9.5.1R(4) the equity securities which are the subject of the rights issue must be of the same class as the equity shares which are represented by the listed certificates representing shares;

2. (2)

   LR 9.5.3G does not apply;

3. (3)

   in LR 9.5.10R(1):

   1. (a)

      the reference to a class already listed must be read as a reference to a class of equity shares which the listed certificates represent; and

   2. (b)

      for the purposes of LR 9.5.10R, if the equity shares are not listed, then the middle market price of those equity shares shall be determined by reference to the middle market price of the listed certificates representing shares; and

4. (4)

   a listed company must comply with the requirements in LR 9.5.15R and LR 9.5.16R so far as relevant to certificates representing shares.

1In addition to complying with LR 9.6.2R, a listed company must also forward to the FCA for publication a copy9 of all resolutions passed by the holders of the listed certificates representing shares, by uploading it to the national storage mechanism9. It must also comply with the notification requirements set out in LR 9.6.3R in relation to such resolutions.

1For the purposes of LR 21.8.1R:

1. (1)

   in LR 9.6.4R(3) the reference to listed shares must be read as a reference to equity shares of the class which the certificates represent; and

2. (2)

   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 21.8.4R.

1In addition to complying with LR 9.6.18R, a listed company must also notify a RIS as soon as possible after a meeting of the holders of the listed certificates representing shares of all resolutions passed by the holders.

1In addition to complying with LR 9.7A.2R, a listed company must comply with the notification requirements in LR 9.7A.2R in respect of the equity shares which the certificates represent.

1. (1)

   1The rights attaching to the equity shares which the certificates represent must at all times be capable of being exercised by the holders of the certificates as if they were the holders of the relevant equity shares.

2. (2)

   A listed company must at all times have in place arrangements 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.

3. (3)

   Every circular which is sent by a listed company to the holders of the equity shares which the certificates represent must be sent to the holders of its certificates representing shares at the same time as the circular is despatched to the holders of those equity shares.

1A listed company that is not already required to comply with the obligations referred to under article 17 of the Market Abuse Regulation must comply with those obligations as if it were an issuer for the purposes of the disclosure requirements and transparency rules subject to article 22 of the Market Abuse Regulation.

1A listed company that is not already required to comply with DTR 4, DTR 5 and DTR 6 2must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer of shares for the purposes of the transparency rules.

3A listed company that is not already required to comply with DTR 7.3 (Related party transactions)6 must comply with DTR 7.3 as if it were an issuer to which DTR 7.3 applies, subject to the modifications set out in LR 21.8.17BR.

3For the purposes of LR 21.8.17AR, DTR 7.3 is modified as follows:

1. (1)

   DTR 7.3.2R must be read as if the words “has the meaning in UK-adopted IFRS6” are replaced by:

   “has the meaning:

   1. (a)

      in UK-adopted IFRS6; or

   2. (b)

      where the listed company prepares annual consolidated financial statements in accordance with accounting standards which have been determined to be equivalent to UK-adopted IFRS and which are set out in the TD Equivalence Decision6,

      1. (i)

         in UK-adopted IFRS6, or

      2. (ii)

         in the equivalent accounting standards in accordance with which its annual consolidated financial statements are prepared;

      at the choice of the listed company.”

2. (2)

   DTR 7.3.8R(2) and (3) do not apply;

3. (3)

   DTR 7.3.9R must be read as follows:

   1. (a)

      as if the words “after obtaining board approval” are replaced by “after publishing an announcement in accordance with DTR 7.3.8R(1)”; and

   2. (b)

      the reference to DTR 7.3.8R must be read as a reference to DTR 7.3.8R as modified by LR 21.8.17BR(2); and

4. (4)

   in DTR 7.3.13R the references to DTR 7.3.8R must be read as references to DTR 7.3.8R as modified by LR 21.8.17BR(2).

1A listed company must comply with LR 21.6.18R at all times.

1A listed company must comply with LR 21.6.23R at all times.

1A listed company must inform the FCA in writing as soon as possible if it has:

1. (1)

   requested a RIE to admit or re-admit any of its listed certificates representing shares to trading; or

2. (2)

   requested a RIE to cancel or suspend trading of any of its listed certificates representing shares; or

3. (3)

   been informed by a RIE that trading of any of its listed certificates representing shares will be cancelled or suspended.

1. (1)

   1Where pursuant to LR 21.8, LR 21.9 or LR 21.10 the provisions of LR 9.4, LR 9.5, LR 10, LR 11 or LR 12 require a shareholder vote to be taken, that vote must be decided by a resolution of the holders of the class of equity shares which the certificates that have been admitted to premium listing represent.

2. (2)

   Where pursuant to LR 21.8 the provisions of LR 9.2.2ER require that the resolution must in addition be approved by the independent shareholders, only:

   1. (a)

      independent shareholders who hold equity shares of the class which the certificates that have been admitted to premium listing represent; and

   2. (b)

      holders of certificates admitted to premium listing who would be independent shareholders within (a) if they held the equity shares which the certificates represent;

   can vote.

3. (3)

   Where the provisions of LR 5.2 or LR 5.4A require a vote of the holders of the certificates to be taken, that vote must be decided by a resolution of the holders of the listed company’s certificates representing shares that have been admitted to premium listing.

4. (4)

   Where the provisions of LR 5.2.5R(2A) or LR 5.4A.4R(3)(e)(ii) require that the resolution must in addition be approved by holders of certificates other than the controlling shareholder, only holders of the listed company’s certificates representing shares that have been admitted to premium listing can vote.

1In relation to an application for admission of certificates representing shares of an applicant that has certificates representing shares already listed:

1. (1)

   an applicant must satisfy the FCA that it and its subsidiary undertakings (if any) have sufficient working capital available for the group’s requirements for at least the next 12 months from the date of publication of the prospectus or listing particulars for the certificates representing shares that are being admitted; and

2. (2)

   if the prospectus or listing particulars for the certificates representing shares that are being admitted does not include a working capital statement which demonstrates that the requirement under paragraph (1) is satisfied, then:

   1. (a)

      an applicant must prepare and publish a working capital statement which demonstrates that the requirement under paragraph (1) is satisfied;

   2. (b)

      the working capital statement required by paragraph (a) must be prepared in accordance with item 3.1 of Annex 11 of the PR Regulation4; and

   3. (c)

      the working capital statement required by paragraph (a) 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 21.8.27R must be published by means of a RIS.

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

1To comply with LR 21.8.29R, 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.

1A listed company must notify the FCA without delay if it no longer complies with the continuing obligation set out in LR 21.8.29R.

1Prior to any change of the depositary of certificates representing shares, the new depositary must satisfy the FCA that it meets the requirements of LR 21.6.22R to LR 21.6.26G.

1. (1)

   1An issuer of equity shares represented by listed certificates representing shares 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 must 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 shares.