1This chapter applies to an issuer that has applied for the admission of:

1. (1)

   securities specified in article 1(2) of the Prospectus Regulation3 (other than securities specified in article 1(2)(b) or (d) of that regulation3); or

2. (2)

   any other specialist securities for which a prospectus is not required under the Act or the Prospectus Regulation24.

An issuer must ensure that listing particulars for securities referred to in LR 4.1.1 R are approved by the FCA and published in accordance with LR 4.3.5 R.

Note: Under LR 2.2.11 R, the securities will only be listed if listing particulars for the securities have been approved by the FCA and published.

1. (1)

   The listing particulars must contain a summary that complies with the requirements in article 7 of the Prospectus Regulation, PRR 4.1.2R and Chapter I of the Prospectus RTS Regulation (as if those requirements applied to the listing particulars).6

   4
2. (2)

   Paragraph (1) does not apply:

   1. (a)

      in relation to specialist securities referred to in LR 4.1.1R (2); or

   2. (b)

      if, in accordance with article 7(1) of the Prospectus Regulation5, no summary would be required in relation to the securities.

1. (1)

   The listing particulars must be in a format that complies with the relevant requirements in the Prospectus Regulation and the PR Regulation5 (as if those requirements applied to the listing particulars).

The following minimum information from the PR Regulation5 must be included in listing particulars:

1. (1)

   for an issue of bonds including bonds convertible into the issuer's shares or exchangeable into a third party issuer'sshares or derivative securities1, irrespective of the denomination of the issue, the minimum information required by Annexes 7 and 15 of the PR Regulation5;

   11
2. (2)

   the additional information required by Annexes 17 and 18 of the PR Regulation5 where relevant;

3. (3)

   for an issue of asset-backed securities, irrespective of the denomination per unit of the issue, the minimum information required by Annexes 9, 15 and 19 of the PR Regulation5;

   11
4. (4)

   for an issue of certificates representing shares, irrespective of the denomination per unit of the issue, the minimum information required by Annexes 5 and 13 (for a primary issuance) of the PR Regulation5;

   112
5. (5)

   for an issue of securities by the government of a third country4 or a local or regional authority of a third country4, the minimum information required by Annexes 10 and 15 of the PR Regulation5; and

6. (6)

   for all issues that are guaranteed, the minimum information required by Annex 21 of the PR Regulation5.

An issuer may incorporate information by reference in the listing particulars as if article 19 of the Prospectus Regulation and the PR Regulation5 applied to the listing particulars.

An issuer may include equivalent information in listing particulars as if article 18(2) of the Prospectus Regulation5 applied to the listing particulars.

Listing particulars must be in English.

A request to the FCA to authorise the omission of specific information in a particular case must:

1. (1)

   be in writing from the issuer;

2. (2)

   identify the specific information concerned and the specific reasons for the omission; and

3. (3)

   state why in the issuer's opinion one or more of the grounds in section 82 of the Act applies.

For the purposes of section 82(1)(c)3 of the Act, specialist securities are specified.

1. (1)

   In the case of listing particulars for specialist securities:

   1. (a)

      the issuer must state in the listing particulars that it accepts responsibility for the listing particulars;

   2. (b)

      the directors may state in the listing particulars that they accept responsibility for the listing particulars; and

   3. (c)

      other persons may state in the listing particulars that they accept responsibility for all or part of the listing particulars and in that case the statement by the issuer or directors may be appropriately modified.

2. (2)

   An issuer that is a government or a local or regional authority4 is not required under paragraph (1)(a) to state that it accepts responsibility for the listing particulars.

An application for approval of listing particulars or supplementary listing particulars must comply with the procedures in PRR 3.13 (as if those procedures applied to the application), except that the applicant does not need to submit a completed form A.

The FCA will approve listing particulars or supplementary listing particulars if it is satisfied that the requirements of the Act and this chapter have been complied with.

An issuer must ensure that listing particulars or supplementary listing particulars are not published until they have been approved by the FCA.

An issuer must ensure that after listing particulars or supplementary listing particulars are approved by the FCA, the listing particulars or supplementary listing particulars are filed and published as if the relevant requirements in PRR 3.2, article 21 of the Prospectus Regulation, the PR Regulation and the Prospectus RTS Regulation applied to them.4

An issuer must ensure that after supplementary listing particulars are approved by the FCA, the supplementary listing particulars are filed and published as if the requirements in PRR 3.2, article 21 of the Prospectus Regulation, the PR Regulation and the Prospectus RTS Regulation applied to them.5

1If final terms of the offer are not included in the listing particulars:

1. (1)

   the final terms must be provided to investors and filed with the FCA, and made available to the public, as if the relevant requirements in PRR 3.2, article 21 of the Prospectus Regulation, the PR Regulation and the Prospectus RTS Regulation4 applied to them; and

2. (2)

   the listing particulars must disclose the criteria and/or the conditions in accordance with which the above elements will be determined or, in the case of price, the maximum price.