LR 3.1 Application
1This chapter applies to an applicant for the admission of securities.
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Timeline guidance1This chapter applies to an applicant for the admission of securities.
The FCA will maintain the official list on its website.
An applicant for admission must apply to the FCA by:
submitting, in final form:
the documents described in LR 3.3 in the case of an application in respect of equity shares;4
4the documents described in LR 3.4 in the case of an application in respect of debt securities or other securities;
the documents described in LR 3.5 in the case of a block listing;
submitting all additional documents, explanations and information as required by the FCA;
submitting verification of any information in such manner as the FCA may specify; and
paying the fee set out in FEES 3 by the required date.1
1The FCA will admit securities to listing if all relevant documents required byLR 3.2.2 R2 have been submitted to the FCA.
2When considering an application for admission to listing, the FCA may:
carry out any enquiries and request any further information which it considers appropriate, including consulting with other regulators or exchanges;
request that an applicant, or its specified representative answer questions and explain any matter the FCA considers relevant to the application for listing;
take into account any information which it considers appropriate in relation to the application for listing;
request that any information provided by the applicant be verified in such manner as the FCA may specify; and
impose any additional conditions on the applicant as the FCA considers appropriate.
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
3The following documents must be submitted, in final form, to the FCA by midday two business days before the FCA is to consider the application:
a completed Application for Admission of Securities to the Official List;
the prospectus or listing particulars, that has been approved by the FCA;5
any circular that has been published in connection with the application, if applicable;
any approved supplementary prospectus or approved supplementary listing particulars, if applicable;
1written 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]
1444if 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
4Note: The Application for Admission of Securities to the Official List form can be found on the Primary Markets6 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:
1a 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
14a 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].
11Note: The Shareholder Statement and the Pricing Statement forms can be found on the Primary Markets6 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.
1 4 1 4 4 1 4 11If 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:
4 4 4Written 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
1 4 4An applicant must keep copies of the following for six years after the admission to listing2:
2any agreement to acquire any assets, business or shares4 in consideration for or in relation to which the company's shares4are being issued;
44any 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
4the applicant'sconstitution as at the date of admission;
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;
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;
any temporary and definitive documents of title;
in the case of an application in respect of shares4 issued pursuant to an employees' share scheme, the scheme document;
41where 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
1copies of board resolutions of the applicant allotting or issuing the shares.41
4An 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:
1certificates representing certain securities;
2[deleted]1
1preference 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
1 1LR 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 application4
1a completed Application for Admission of Securities to the Official List;
the prospectus or listing particulars that has been approved by the FCA;6
4any approved supplementary prospectus or approved supplementary listing particulars, if applicable; 6
11written 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
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 Primary Markets6 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.
1An applicant must comply with LR 3.4.4 R to LR 3.4.6 R with the following modifications:
1[deleted]1
1if 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:
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
1An applicant for the admission of securities under an issuance programme must confirm in its Application for Admission of Securities to the Official List that at admission all of the securities the subject of the application will be in issue pursuant to board resolutions authorising the issue.
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.
The final terms may be submitted by:
[deleted]1
1Note: For further details on final terms, see article 8(5) of the Prospectus Regulation5.
1An issuer4 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 Primary Markets6 section of the FCA's website.
11An application referred to in LR 3.4.9 R should be made in accordance with the timetable referred to in LR 3.4.8 R.
An issuer referred to in LR 3.4.9R4 that is not required to produce a prospectus or listing particulars must confirm on its application form that no prospectus or listing particulars are required.
1Apart from LR 3.4.9 R, LR 3.4.9A G and LR 3.4.9B G no other provisions in LR 3.4 apply to the admission of debt securities referred to in article 1(2)(b) and (d) of the Prospectus Regulation5.
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
1 1An 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.
11If the process of applying for admission of securities is likely to be very onerous due to the frequent or irregular nature of allotments and if no prospectus or listing particulars are required for the securities, an applicant may apply for a block listing of a specified number of the securities.
The grant of a block listing constitutes admission to listing for the securities that are the subject of the block. Separately, the provisions of article 1(4) of the Prospectus Regulation2 will need to be considered by the applicant when the securities that are the subject of the block listing are being issued.
11An 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.
1An 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.
The notification in paragraph (1) must be made by 9 a.m. on the day the FCA is to consider the application.
An issuer that wishes to synchronise block listing six monthly returns for a number of block listing facilities may do so by providing the return required by LR 3.5.6 R earlier than required to move the timing of returns onto a different six monthly cycle. An issuer with multiple block listing facilities should ensure that allotments under each facility are separately stated.