LR 3.3 Shares4

LR 3.3.2 R to LR 3.3.7 R apply to an applicant which is applying for a listing of its shares except for preference shares that are specialist securities.431

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 shares;4 or

      4
   3. (c)

      [deleted]1

      1
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;

   1
5. (5)

   written confirmation of the number of shares 4to be allotted (pursuant to a board resolution allotting the shares)4; and1 [Note: If this is not possible, see LR 3.3.4 R]

   1444
6. (6)

   if a prospectus or listing particulars have not been produced, a copy of the RIS announcement detailing the number and type of shares 4that are the subject of the application and the circumstances of their issue.1

   4

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

1If a prospectus or listing particulars have not been produced then the Application for Admission of Securities to the Official List must contain confirmation that a prospectus or listing particulars are not required and details of the reasons why they are not required.

The1 following documents signed by a sponsor (if a sponsor is required under LR 8) or by a duly authorised officer of the applicant (if a sponsor is not required under LR 8) 1must be submitted, in final form, to the FSA before 9 a.m. on the day the FSA is to consider the 1application:

1. (1)

   a completed Shareholder Statement, in the case of an applicant that is applying for a listing of a class of 1shares4 for the first time; or [Note: see LR 8.4.3 R and LR 8.4.9 R1];4

   14
2. (2)

   a completed Pricing Statement, in the case of a placing, open offer, vendor consideration placing, offer for subscription of equity shares or an issue out of treasury1 of equity shares of a class already listed. [Note: see LR 8.4.3 R1 and LR 8.4.9 R].

   11

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

If written confirmation of the number of shares 4to be allotted pursuant to a board resolution1 cannot be submitted to the FSA by the deadline set out in LR 3.3.2 R or the number of shares 4to be admitted is lower than the number notified under LR 3.3.2 R,1 written confirmation of the number of shares 4to be allotted or admitted must be provided to the FSA by 1the applicant or its sponsor at least one hour before the admission to listing is to become effective.

1If the FSA has considered an application for listing and the shares 4the subject of the application are not all allotted and admitted following the initial allotment of the shares 4(for example, under an offer for subscription), further allotments of shares 4may be admitted if before 4pm on the day before admission is sought the FSA has been provided with:

1. (1)

   written confirmation of the number of shares 4allotted pursuant to a board resolution; and

   4
2. (2)

   a copy of the RIS announcement detailing the number and type of shares 4and the circumstances of their issue.

   4

Written confirmation of the number of shares 4that were allotted (pursuant to a board resolution allotting the shares)4 must be submitted to the FSA as soon as practicable after admission if the number is lower than the number that was announced under LR 3.2.7 G as being admitted to listing.1

An applicant must keep copies of the following for six years after the admission to listing2:

1. (1)

   any agreement to acquire any assets, business or shares 4 in consideration for or in relation to which the company's shares 4are being issued;

   44
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 shares;4

   4
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 shares 4 issued pursuant to an employees' share scheme, the scheme document;

   41
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; and1

   1
9. (9)

   copies of board resolutions of the applicant allotting or issuing the shares.41

   4

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