LR 3.4 Debt and other securities

LR 3.4.4 R to LR 3.4.7 R apply to an applicant that is seeking admission of any of the following types of securities:

1. (1)

   debt securities;

2. (2)

   asset-backed securities;

3. (3)

   certificates representing certain securities; and

4. (4)

   specialist securities of the following types:

   1. (a)

      convertible securities which convert to debt securities;

   2. (b)

      convertible securities which convert to equity securities; and

   3. (c)

      convertible securities which are exchangeable for securities of another company.

LR 3.4.4 R to LR 3.4.8 R apply to an applicant for the admission of a debt securities or asset-backed securities issuance programme where the applicant is:

1. (1)

   a new applicant; or

2. (2)

   seeking an admission to listing for an issue made more than 12 months after publication of the base prospectus or listing particulars.

LR 3.4.9 R to LR 3.4.13 R apply to an applicant that is a public sector issuer.

An applicant referred to in LR 3.4.1 R must submit, 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)

   either:

   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; and

3. (3)

   any approved supplementary prospectus or approved supplementary listing particulars, if applicable.

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

An applicant referred to in LR 3.4.1 R must submit in final form to the FSA before 9 a.m. on the day the FSA is to consider the application:

1. (1)

   a copy of the resolution of the board authorising the issue of the securities; or

2. (2)

   written confirmation from the applicant that the board has authorised the issue of the securities.

An applicant referred to in LR 3.4.1 R must keep, for six years after the admission to listing, a copy of the items set out in LR 3.3.6 R (1) to (6) and must provide any of those documents to the FSA if requested to do so.

An applicant referred to in LR 3.4.2 R must comply with LR 3.4.4 R to LR 3.4.6 R with the following modifications:

1. (1)

   an applicant must submit a supplementary prospectus or supplementary listing particulars instead of the document required by LR 3.4.4 R (2) in the case of an increase in the maximum amount of debt securities which may be in issue and listed at any one time under an issuance programme; and

2. (2)

   if the FSA approves the application it will admit to listing all debt securities which may be issued under the programme within 12 months after the publication of the base prospectus or listing particulars subject to the FSA:

   1. (a)

      being advised of the final terms of each issue for which a listing is sought;

   2. (b)

      receiving and approving for publication any supplementary documents that may be appropriate; and

   3. (c)

      receiving confirmation that the debt securities in question have been authorised.

1. (1)

   The final terms must be submitted in writing to the FSA as soon as possible after they have been agreed and no later than 2 p.m. on the day before listing is to become effective.

2. (2)

   The final terms may be submitted by:

   1. (a)

      the applicant; or

   2. (b)

      the applicant's agent if a letter of appointment signed by a duly authorised officer of the applicant has been delivered to the FSA.

3. (3)

   The Application for Admission of Securities to the Official List need not be submitted for issues made after the first issue in any 12 month period after publication of the base prospectus or listing particulars.

Note: For further details on final terms, see PR 2.2.9 R and PR 2.3.2 R.

A public sector issuer of an EEA State that seeks admission of debt securities referred to in paragraphs 2 and 4 of Schedule 11A of the Act must submit to the FSA in final form a completed Application for Admission of Securities to the Official List.

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

LR 3.4.11 R to LR 3.4.13 R apply to applications for admission to listing of debt securities by a public sector issuer other than one referred to in LR 3.4.9 R.

An applicant referred to in LR 3.4.10 R must submit to the FSA in final form by midday two business days before the FSA is to consider the application:

1. (1)

   the items set out in LR 3.4.4 R;

2. (2)

   a copy of any consent, order or resolution, authorising the issue of the debt securities; and

3. (3)

   where a regional or local authority has offered debt securities for sale to or subscription by the public, a Public Sector Issuer Certificate.

Note: The Public Sector Issuer Certificate can be found on the UKLA section of the FSA's website.

An applicant referred to in LR 3.4.10 R must submit to the FSA as soon as practicable after the FSA has considered the application the item set out in LR 3.3.5 R (1).

An applicant referred to in LR 3.4.10 R must keep, for six years after the admission to listing, a copy of the items set out in LR 3.3.6 R (1) to LR 3.3.6 R (6) and must provide any of those documents to the FSA if requested to do so.