1This chapter applies to an applicant for the admission of securities.

An applicant for admission must apply to the FCA by:

1. (1)

   submitting, in final form:

   1. (a)

      the documents described in LR 3.3 in the case of an application in respect of equity shares;4

      4
   2. (b)

      the documents described in LR 3.4 in the case of an application in respect of debt securities or other securities;

   3. (c)

      the documents described in LR 3.5 in the case of a block listing;

2. (2)

   submitting all additional documents, explanations and information as required by the FCA;

3. (3)

   submitting verification of any information in such manner as the FCA may specify; and

4. (4)

   paying the fee set out in FEES 3 by the required date.1

   1

All documents must be submitted to the Issuer Management5at the FCA's address.

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 FCA by midday two business days before the FCA 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 FCA; 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 shares4to 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 shares4that 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 FCA 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 FCA before 9 a.m. on the day the FCA 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 FCA website.

If written confirmation of the number of shares 4to be allotted pursuant to a board resolution1 cannot be submitted to the FCA by the deadline set out in LR 3.3.2 R or the number of shares4to be admitted is lower than the number notified under LR 3.3.2 R,1 written confirmation of the number of shares4to be allotted or admitted must be provided to the FCA by 1the applicant or its sponsor at least one hour before the admission to listing is to become effective.

1If the FCA has considered an application for listing and the shares4the subject of the application are not all allotted and admitted following the initial allotment of the shares4(for example, under an offer for subscription), further allotments of shares4may be admitted if before 4pm on the day before admission is sought the FCA has been provided with:

1. (1)

   written confirmation of the number of shares4allotted pursuant to a board resolution; and

   4
2. (2)

   a copy of the RIS announcement detailing the number and type of shares4and the circumstances of their issue.

   4

Written confirmation of the number of shares4that were allotted (pursuant to a board resolution allotting the shares)4 must be submitted to the FCA 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 shares4 in consideration for or in relation to which the company's shares4are 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'sconstitution 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 shares4 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 FCA the documents set out in LR 3.3.6 R, if requested to do so.

LR 3.4.4 R to LR 3.4.6 R1 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;

   2
4. (4)

   [deleted]1

   1
5. (5)

   convertible securities;21

6. (6)

   miscellaneous securities; and2

7. (7)

   preference shares that are specialist securities.2

LR 3.4.7 R 1 to LR 3.4.8 R apply to an applicant for the admission of a debt securities or asset-backed securities issuance programme.1

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

An applicant must submit, in final form, to the FCA by midday two business days before the FCA 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 FCA; 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;

      1
3. (3)

   any approved supplementary prospectus or approved supplementary listing particulars, if applicable; and1

   1
4. (4)

   written confirmation of the number of securities to be issued (pursuant to a board resolution). [Note: if this is not possible, see LR 3.4.5 R]1; and3

5. (5)

   any working capital statement required to be published under LR 21.6.14R or LR 21.8.27R(2).3

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

1If confirmation of the number of securities to be issued pursuant to a board resolution cannot be submitted to the FCA by the deadline set out in LR 3.4.4 R or, the number of securities to be admitted is lower than the number notified under LR 3.4.4 R, written confirmation of the number of securities to be issued or admitted must be provided to the FCA by the applicant at least one hour before the admission to listing is to become effective.

An applicant 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 LR 3.3.6 R (9)1and must provide any of those documents to the FCA if requested to do so.

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

1. (1)

   [deleted]1

   1
2. (2)

   if the FCA 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 FCA:

   1. (a)

      being advised of the final terms of each issue for which a listing is sought; and1

   2. (b)

      receiving and approving for publication any supplementary documents that may be appropriate.1

      1
   3. (c)

      [deleted]1

      1
3. (3)

   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.1

1. (1)

   The final terms must be submitted in writing to the FCA 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)

      a duly authorised officer of the applicant.1

      1
3. (3)

   [deleted]1

   1

Note: For further details on final terms, see article 8(5) of the Prospectus Regulation5.

A public sector issuer that seeks admission of debt securities referred to in article 1(2)(b) and (d) of the Prospectus Regulation5 must submit to the FCA 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 FCA's website.

LR 3.4.7 R , LR 3.4.8 R and 1LR 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 the items set out in LR 3.4.4 R1to the FCA in final form by midday two business days before the FCA is to consider the application.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 in LR 3.3.6 R (9)1.

This section applies to an applicant that wishes to apply for admission of securities using a block listing.1

1An applicant applying for admission to listing by way of a block listing must submit in final form, at least two business days before the FCA is to consider the application, a completed Application for Admission of Securities to the Official List. An application in respect of multiple schemes must identify the schemes but need not set out separate block listing amounts for each scheme.

1. (1)

   An applicant applying for admission to listing by way of a block listing must notify an RIS of the number and type of securities that are the subject of the block listing application and the circumstances of their issue.

2. (2)

   The notification in paragraph (1) must be made by 9 a.m. on the day the FCA is to consider the application.

Every six months the applicant must notify a RIS of the details of the number of securities covered by the block listing which have been allotted in the previous six months, using the Block Listing Six Monthly Return.