LR 3.3 Equity securities

1. (1)

   LR 3.3.2 R to LR 3.3.7 R apply to an applicant which is applying for a primary listing of its equity shares.

2. (2)

   LR 3.3.2 R to LR 3.3.8 R apply to an applicant which is applying for:

   1. (a)

      a primary listing of its preference shares; or

   2. (b)

      a primary listing of its securities that are convertible into equity shares; or

   3. (c)

      a secondary listing of its equity securities.

The following documents must be submitted, in final form, to the FSA by midday two business days before the FSA is to consider the application:

1. (1)

   a completed Application for Admission of Securities to the Official List;

2. (2)

   one of:

   1. (a)

      the prospectus, or listing particulars, that has been approved by the FSA; or

   2. (b)

      a copy of the prospectus, a certificate of approval and (if applicable) a translation of the summary of the prospectus, if another EEA State is the home Member State for the securities; or

   3. (c)

      where a prospectus has not been produced, a written confirmation, signed by a director or duly authorised officer of the issuer or offeror of the securities if the offeror is not the issuer that:

      1. (i)

         a prospectus is not required to be published by the Prospectus Directive, setting out the exemption on which the issuer or offeror is relying; and

      2. (ii)

         the issuer or offeror will not make an offer of transferable securities to the public of, or admit to trading on a regulated market in the UK, the securities which are the subject of the application until those securities are admitted to the official list;

3. (3)

   any circular that has been published in connection with the application, if applicable;

4. (4)

   any approved supplementary prospectus or approved supplementary listing particulars, if applicable; and

5. (5)

   a copy of the resolution of the board of the applicant allotting the securities. [Note: If this is not possible, see LR 3.3.4 R.]

Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FSA website.

Either of the following documents must be submitted, in final form, to the FSA before 9 a.m. on the day the FSA is to consider application:

1. (1)

   a completed Shareholder Statement, signed by a sponsor, in the case of an applicant that is applying for a listing of equity shares or preference shares for the first time; or [Note: see LR 8.4.3 R].

2. (2)

   a completed Pricing Statement, signed by a sponsor, in the case of a placing by an applicant of equity shares of a class already listed. [Note: see and LR 8.4.9 R].

Note: The Shareholder Statement and the Pricing Statement forms can be found on the UKLA section of the FSA website.

If a copy of the resolution of the board allotting the securities cannot be submitted to the FSA by the deadline set out in LR 3.3.2 R the resolution or a written confirmation fromthe applicant or its sponsor that the securities have been allotted must be submitted to the FSA at least one hour before the admission to listing is to become effective.

The following documents must be submitted in final form to the FSA as soon as practicable after the FSA has considered the application:

1. (1)

   a statement of the number of securities that were issued and, where different from the number which were the subject of the application, the aggregate number of securities of that class in issue;

2. (2)

   a completed Issuer's Declaration; and

3. (3)

   in an issue pursuant to a notice served under section 429 of the Companies Act 1985 (Right of offeror to buy out minority shareholders), a copy of the notice.

Note: The Issuer's Declaration form can be found on the UKLA section of the FSA's website.

An applicant must keep copies of the following for six years after the admission to listing:

1. (1)

   any agreement to acquire any assets, business or shares in consideration for or in relation to which the company's securities are being issued;

2. (2)

   any letter, report, valuation, contract or other documents referred to in the prospectus, listing particulars, circular or other document issued in connection with those securities;

3. (3)

   the applicant's constitution as at the date of admission;

4. (4)

   the annual report and accounts of the applicant and of any guarantor, for each of the periods which form part of the applicant's financial record contained in the prospectus or listing particulars;

5. (5)

   any interim accounts made up since the date to which the last annual report and accounts were made up and prior to the date of admission;

6. (6)

   any temporary and definitive documents of title;

7. (7)

   in the case of an application in respect of securities issued pursuant to an employees' share scheme, the scheme document; and

8. (8)

   where listing particulars or another document are published in connection with any scheme requiring court approval, any court order and the certificate of registration issued by the Registrar of Companies.

An applicant must provide to the FSA the documents set out in LR 3.3.6 R, if requested to do so.

An applicant which is applying for:

1. (1)

   a primary listing of its preference shares; or

2. (2)

   a primary listing of its securities that are convertible into equity shares; or

3. (3)

   a secondary listing of its equity securities;

must comply with LR 3.3.2 R to LR 3.3.7 R except that the document required by LR 3.3.3 R (1) is not required to be signed by a sponsor.