Reset to Today

To access the FCA Handbook Archive choose a date between 1 January 2001 and 31 December 2004.

Content Options:

Content Options

View Options:

LR 5.1 Suspending listing

FSA may suspend listing

LR 5.1.1 R RP
  1. (1)

    1The FSA may suspend, with effect from such time as it may determine, the listing of any securities if the smooth operation of the market is, or may be, temporarily jeopardised or it is necessary to protect investors. [Note: article 18(1) CARD]

  2. (2)

    An issuer that has the listing of any of its securities suspended must continue to comply with all listing rules applicable to it.

  3. (3)

    If the FSA suspends the listing of any securities, it may impose such conditions on the procedure for lifting the suspension as it considers appropriate.

Examples of when FSA may suspend

LR 5.1.2 G RP

Examples of when the FSA may suspend the listing of securities include (but are not limited to) situations where it appears to the FSA that:

  1. (1)

    the issuer has failed to meet its continuing obligations for listing; or

  2. (2)

    the issuer has failed to publish financial information in accordance with the listing rules; or

  3. (3)

    the issuer is unable to assess accurately its financial position and inform the market accordingly; or

  4. (4)

    there is insufficient information in the market about a proposed transaction; or

  5. (5)

    the issuer'ssecurities have been suspended elsewhere; or

  6. (6)

    the issuer has appointed administrators or receivers, or is an investment trust and is winding up; or

  7. (7)

    for a securitised derivative that relates to a single underlying instrument, the underlying instrument is suspended; or

  8. (8)

    for a securitised derivative that relates to a basket of underlying instruments, one or more underlying instruments of the basket are suspended; or2

  9. (9)

    for a miscellaneous security that carries a right to buy or subscribe for another security, the security over which the listed miscellaneous security carries a right to buy or subscribe has been suspended.2

LR 5.1.3 G RP

The FSA will not suspend the listing of a security to fix its price at a particular level.

Suspension at issuer's request

LR 5.1.4 G RP

An issuer that intends to request the FSA to suspend the listing of its securities will need to comply with LR 5.3. The FSA will not suspend the listing if it is not satisfied that the circumstances justify the suspension.

LR 5.2 Cancelling listing

FSA may cancel listing

LR 5.2.1 R RP

The FSA may cancel the listing of securities if it is satisfied that there are special circumstances that preclude normal regular dealings in them. [Note: article 18(2) CARD]

Examples of when FSA may cancel

LR 5.2.2 G RP

Examples of when the FSA may cancel the listing of securities include (but are not limited to) situations where it appears to the FSA that:

  1. (1)

    the securities are no longer admitted to trading as required by these rules; or

  2. (2)

    the issuer no longer satisfies its continuing obligations for listing, for example if the percentage of shares in public hands falls below 25% or such lower percentage as the FSA may permit (the FSA may however allow a reasonable time to restore the percentage, unless this is precluded by the need to maintain the smooth operation of the market or to protect investors); or

  3. (3)

    the securities' 5listing has been suspended for more than six months;5

  4. (4)

    the securities are equity shares with a standard listing issued by an investment entity where the investment entity no longer has a premium listing of equity shares.5

LR 5.2.3 G RP

The FSA will generally cancel the listing of a listed company'sequity shares5 when it completes a reverse takeover.

5

Cancellation at issuer's request

LR 5.2.4 R RP

An issuer must satisfy the requirements applicable to it in LR 5.2.5 R to LR 5.2.11 R and LR 5.3 before the FSA will cancel the listing of its securities at its request.

LR 5.2.4A G RP

1 LR 5.2.4 R applies even if the listing of the securities is suspended.

Cancellation of listing of equity shares51

LR 5.2.5 R RP

Subject to 41LR 5.2.7 R, LR 5.2.10 R and LR 5.2.12 R, 1an issuer with a premium listing4that wishes the FSA to cancel the listing of any of its 5equity shares1with a premium listing4must:

1 1 1 4
  1. (1)

    send a circular to the holders of the securities. The circular must:

    1. (a)

      comply with the requirements of LR 13.3.1 R and LR 13.3.2 R (contents of all circulars);

    2. (b)

      be submitted to the FSA for approval prior to publication; and

    3. (c)

      include the anticipated date of cancellation (which must be not less than 20 business days following the passing of the resolution referred to in paragraph (2));

  2. (2)

    obtain, at a general meeting, the prior approval of a resolution for the cancellation from a majority of not less than 75% of the holders of the securities as (being entitled to do so) vote in person or, where proxies are allowed, by proxy;

  3. (3)

    notify a RIS, at the same time as the circular is despatched to the relevant security holders, of the intended cancellation and of the notice period and meeting; and

  4. (4)

    also notify a RIS of the passing of the resolution in accordance with LR 9.6.18 R.

LR 5.2.5A R

[deleted]4

4
  1. (1)

    [deleted]4

    4
  2. (2)

    [deleted]4

    4
LR 5.2.6 R

[deleted]4

4
LR 5.2.7 R RP

LR 5.2.5 R (2) will not apply where an issuer of equity shares1 notifies a RIS:4

4 4 1 5
  1. (1)

    that the financial position of the issuer or its group is so precarious that, but for the proposal referred to in LR 5.2.7 R (2), there is no reasonable prospect that the issuer will avoid going into formal insolvency proceedings;

  2. (2)

    that there is a proposal for a transaction, arrangement or other form of reconstruction of the issuer or its group which is necessary to ensure the survival of the issuer or its group and the continued listing would jeopardise the successful completion of the proposal;

  3. (3)

    explaining;

    1. (a)

      why the cancellation is in the best interests of those to whom the issuer or its directors have responsibilities (including the bodies of securities holders and creditors, taken as a whole); and

    2. (b)

      why the approval of shareholders will not be sought prior to the cancellation of listing; and

  4. (4)

    giving at least 20 business days notice of the intended cancellation.

  5. 5
LR 5.2.7A R RP

Where an investment entity no longer has a premium listing of equity shares it must apply under LR 5.2.8 R for cancellation of the listing of any other class of listedequity shares.

Requirements for cancellation of other securities

LR 5.2.8 R RP

An issuer that wishes the FSA to cancel the listing of listed securities (other than equity shares1with a premium listing41) must notify a RIS, giving at least 20 business days notice of the intended cancellation but is not required to obtain the approval of the holders of those securities contemplated in LR 5.2.5 R (2).

1 5 4 4
LR 5.2.9 R RP

Issuers with debt securities falling under LR 5.2.8 R must also notify, in accordance with the terms and conditions of the issue of those securities, holders of those securities or a representative of the holders, such as a trustee, of intended cancellation of those securities, but the prior approval of the holders of those securities in a general meeting need not be obtained.

Cancellation in relation to takeover offers

LR 5.2.10 R RP

LR 5.2.5 R does4 not apply to the cancellation of equity shares with a premium listing5 when in the case of a takeover offer:

1 4 5 5 4
  1. (1)

    the offeror has by virtue of its shareholdings and acceptances of the offer, acquired or agreed to acquire issued share capital carrying 75% of the voting rights of the issuer; and

  2. (2)

    the offeror has stated in the offer document or any subsequent circular sent to the security holders that a notice period of not less than 20 business days prior to cancellation will commence either on the offeror attaining the required 75% as described in LR 5.2.10 R (1) or on the first date of issue of compulsory acquisition notices under section 9791 of the Companies Act 20061 (Right of offeror to buy out minority shareholder1).

    111
LR 5.2.11 R RP

In the circumstances of LR 5.2.10 R, the company must notify shareholders5 that the required 75% has been attainedand that the notice period has commenced and of the anticipated date of cancellation or the explanatory letter or other material accompanying the section 979 2notice must state that the notice period has commenced and the anticipated date of cancellation.

5 2

1Cancellation as a result of schemes of arrangement etc

LR 5.2.12 R RP

1 LR 5.2.5 R and LR 5.2.8 R do not apply to the cancellation of equity shares with a premium listing5 as a result of:

4 5
  1. (1)

    a takeover or restructuring of the issuer effected by a scheme of arrangement under Part 26 of the Companies Act 20063; or

    23
  2. (2)

    an administration or liquidation of the issuer pursuant to a court order under the Insolvency Act 1986.

LR 5.3 Requests to cancel or suspend

Information to be included in request to suspend or cancel

LR 5.3.1 R RP

A request by an issuer for the listing of its securities to be suspended or cancelled must be in writing and must include:

  1. (1)

    the issuer's name;

  2. (2)

    details of the securities to which it relates and the RIEs on which they are traded;

  3. (3)

    a clear explanation of the background and reasons for the request;

  4. (4)

    the date on which the issuer requests the suspension or cancellation to take effect;

  5. (5)

    for a suspension, the time the issuer wants the suspension to take effect;

  6. (6)

    if relevant, a copy of any circular or announcement or other document upon which the issuer is relying;

  7. (7)

    if relevant, evidence of any resolution required under LR 5.2.5 R;

  8. (8)

    if being made by an agent on behalf of the issuer, confirmation that the agent has the issuer's authority to make it;

  9. (9)

    the name and contact details of the person at the issuer (or, if appropriate, an agent) with whom the FSA should liaise in relation to the request;

  10. (10)

    if the issuer is making a conditional request, a clear statement of the applicable conditions;

  11. (11)

    a copy of any announcement the issuer proposes to notify to a RIS that it is relying on in making its request to suspend or cancel; and

  12. (12)

    a copy of any announcement the issuer proposes to notify to a RIS announcing the suspension or cancellation.

LR 5.3.2 R RP

The issuer must also include with a request to cancel the listing of its securities the following:

  1. (1)

    if the cancellation is to take effect after the completion of the compulsory acquisition procedures under Chapter 3 of Part 281 of the Companies Act 20061, a copy of the notice sent to dissenting shareholders of the offeree together with written confirmation that there have been no objections made to the court within the prescribed period;

    11
  2. (2)

    for a cancellation referred to in LR 5.2.10 R an extract from, or a copy of, the offer document or relevant circular clearly showing the intention to cancel the offeree’s listing and a copy of the announcement stating the date on which the cancellation was expected to take effect; and

  3. (3)

    if a cancellation is to take place after a scheme of arrangement becomes effective under section 899 of the Companies Act 20063 and a new company is to be listed as a result of that scheme, either:

    2111123
    1. (a)

      a copy of the certificate from the Registrar of Companies that the scheme has become effective; or

    2. (b)

      documents which demonstrate adequately that the scheme will become effective on a specified date in the future.

LR 5.3.3 G RP

Announcements referred to in LR 5.3.1 R (12) should be issued after the dealing notice issued on a RIS announcing the suspension or cancellation.

Timing of suspension requests

LR 5.3.4 G RP

A written request by an issuer to have the listing of its securities suspended should be made as soon as practicable. Suspension requests received for the opening of the market should allow sufficient time for the FSA to deal with the request before trading starts.

Timing of cancellation requests

LR 5.3.5 R RP

A written request by an issuer to have the listing of its securities cancelled must be made not less than 24 hours before the cancellation is expected to take effect.

LR 5.3.6 G RP

Cancellations will only be specified to take effect when the market opens on a specified day. An issuer should therefore ensure that all accompanying information has been provided to the FSA well before the date on which the issuer wishes the cancellation to take effect and at the very latest by 3 p.m. on the business day before it is to take effect. If the information is received after 3:00 p.m. on the day before the issuer wishes the cancellation to take effect, it will normally be specified to take effect at the start of the business day following the next day.

Withdrawing request

LR 5.3.7 G RP
  1. (1)

    If an issuer requests the FSA to suspend or cancel the listing of its securities, it may withdraw its request at any time before the suspension or cancellation takes effect. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible, with an explanation of the reasons for the withdrawal.

  2. (2)

    Even if an issuer withdraws its request, the FSA may still suspend or cancel the listing of the securities if it considers it is necessary to do so.

  3. (3)

    If an issuer has published either a statement or a circular that states that the issuer is, or intends, to seek a suspension or cancellation and the issuer no longer intends to do so, it should, as soon as possible, notify a RIS with a statement to that effect.

LR 5.4 Restoring listing

Revoking a cancellation of listing

LR 5.4.1 G RP

If an issuer has the listing of its securities cancelled, it may only have them readmitted to the official list by re-applying for their listing.

Restoring a listing that is suspended

LR 5.4.2 R RP

The FSA may restore the listing of any securities that have been suspended if it considers that the smooth operation of the market is no longer jeopardised or if the suspension is no longer required to protect investors. The FSA may restore the listing even though the issuer does not request it.

Requests to restore

LR 5.4.3 G RP
  1. (1)

    An issuer that has the listing of any of its securities suspended may request the FSA to have them restored.

  2. (2)

    The request should be made sufficiently in advance of the time and date the issuer wishes the securities to be restored.

  3. (3)

    Requests received for when the market opens should allow sufficient time for the FSA to deal with the request.

  4. (4)

    The request may be an oral request. The FSA may require documentary evidence that the events that lead to the suspension are no longer current (for example, financial reports have been published or an appropriate announcement has been made) to process the request.

  5. (5)

    Even if restoration is required urgently, it will normally take up to 30 minutes to be effected.

  6. (6)

    The FSA will issue a dealing notice on a RIS announcing the restoration.

Refusal of request to restore

LR 5.4.4 R RP

The FSA will refuse a request to restore the listing of securities if it is not satisfied of the matters set out in LR 5.4.2 R.

Withdrawal of a request to restore securities

LR 5.4.5 G RP
  1. (1)

    If an issuer has requested the FSA to restore the listing of any securities, it may withdraw its request at any time while the securities are still suspended. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible.

  2. (2)

    Even if a request to restore has been withdrawn, the FSA may restore the listing of securities if it believes the circumstances justify it.

Restoring listing of securitised derivatives

LR 5.4.6 G RP
  1. (1)

    If an underlying instrument is restored, the securitised derivative'slisting will normally be restored.

  2. (2)

    For a securitised derivative relating to a basket of underlying instruments that has been suspended, the securitised derivative's listing may be restored by the FSA, irrespective of whether or not the underlying instrument has been restored, if:

    1. (a)

      the issuer of the securitised derivative confirms to the FSA that despite the relevant underlying instrument(s) suspension a market in the securitised derivative will continue to be made; and

    2. (b)

      the FSA is satisfied that restoring the securitised derivative is not inconsistent with either the protection of investors or the smooth operation of the market.

LR 5.4.7 G RP

1For a miscellaneous security that carries a right to buy or subscribe for another security, the miscellaneous security's listing will be restored if the security over which the miscellaneous security carries a right to buy or subscribe is restored.

LR 5.4A Transfer between listing categories: Equity shares12

Application

LR 5.4A.2 G RP

An issuer will only be able to transfer a listing of its equity shares2 from a premium listing (investment company) to a standard listing (shares)2 if it has ceased to be investment entity (for example if it has become a commercial company) or if it continues to have a premium listing of a class of equity shares.2 This is because LR 14.1.1 R provides that LR 14 does not apply to equity shares of2 an investment entity without a premium listing of equity shares.2

Initial notification to FSA

LR 5.4A.3 R RP
  1. (1)

    If an issuer wishes to transfer its category of equity shares2listing it must notify the FSA of the proposal.

  2. (2)

    The notification must be made as early as possible and in any event not less than 20 business days before it sends the circular required under LR 5.4A.4 R (2)(a) or publishes the announcement required under LR 5.4A.5 R (2).

  3. (3)

    The notification must include:

    1. (a)

      an explanation of why the issuer is seeking the transfer;

    2. (b)

      if a sponsor's letter is not required under LR 8.4.14R(1), an eligibility letter setting out how the issuer satisfies each listing rule requirement relevant to the category of listing to which it wishes to transfer;

    3. (c)

      a proposed timetable for the transfer; and

    4. (d)

      if an announcement is required to be published under LR 5.4A.5R (2), a draft of that announcement.

Shareholder approval required in certain cases

LR 5.4A.4 R RP
  1. (1)

    This rule applies to a transfer of the listing of equity shares with a premium listing2 into or out of the category of premium listing (investment company) or a transfer of the listing of equity shares2 out of the category of premium listing (commercial company).

  2. (2)

    The issuer must:

    1. (a)

      send a circular to the holders of the equity shares2;

    2. (b)

      notify a RIS, at the same time as the circular is despatched to the relevant holders of the equity shares2, of the intended transfer and of the notice period and meeting date;

    3. (c)

      obtain at a general meeting, the prior approval of a resolution for the transfer from not less than 75% of the holders of the equity shares2 as (being entitled to do so) vote in person or, where proxies are allowed, by proxy; and

    4. (d)

      notify a RIS of the passing of the resolution.

Announcement required in other cases

LR 5.4A.5 R RP
  1. (1)

    This rule applies to any transfer of a listing of equity shares2 other than a transfer referred to in LR 5.4A.4 R (1).

  2. (2)

    The issuer must publish an announcement on a RIS giving notice of its intention to transfer its listing category.

Approval and contents of circular

LR 5.4A.6 R RP

The circular referred to in LR 5.4A.4 R must:

  1. (1)

    comply with the requirements of LR 13.1, LR 13.2 and LR 13.3;

  2. (2)

    be approved by the FSA before it is circulated or published; and

  3. (3)

    include the anticipated transfer date (which must be not less than 20 business days after the passing of the resolution under LR 5.4A.4 R).

Approval and contents of announcement

LR 5.4A.7 R RP

The announcement referred to in LR 5.4A.5 R (2) must:

  1. (1)

    contain the same substantive information as would be required under LR 13.1and LR 13.3 if it were a circular but modified as necessary so it is clear that no shareholder vote is required; and

  2. (2)

    include the anticipated transfer date (which must be not less than 20 business days after the date the announcement is published).

LR 5.4A.8 R RP

The announcement must be approved by the FSA before it is published.

Specific information required in circular or announcement

LR 5.4A.9 G RP

Information required under LR 13.3.1R(1) (Contents of all circulars) to be included in the circular or announcement should include an explanation of:

  1. (1)

    the background and reasons for the proposed transfer;

  2. (2)

    any changes to the issuer's business that have been made or are proposed to be made in connection with the proposal;

  3. (3)

    the effect of the transfer on the issuer's obligations under the listing rules;

  4. (4)

    how the issuer will meet any new eligibility requirements, for example working capital requirements, that the FSA must be satisfied of under LR 5.4A.12 R (3); and

  5. (5)

    any other matter that the FSA may reasonably require.

Applying for the transfer

LR 5.4A.10 R RP

If an issuer has initially notified the FSA under LR 5.4A.3 R it may apply to the FSA to transfer the listing of its equity shares2 from one category to another. The application must include:

  1. (1)

    the issuer's name;

  2. (2)

    details of the equity shares2 to which the transfer relates;

  3. (3)

    the date on which the issuer wishes the transfer to take effect;

  4. (4)

    a copy of any circular, announcement or other document on which the issuer is relying;

  5. (5)

    if relevant, evidence of any resolution required under LR 5.4A.4 R;

  6. (6)

    if an agent is making the application on the issuer's behalf, confirmation that the agent has the issuer's authority to do so;

  7. (7)

    the name and contact details of the person at the issuer (or, if appropriate an agent) with whom the FSA should liaise in relation to the application; and

  8. (8)

    a copy of any announcement the issuer proposes to notify to a RIS informing the market that the transfer has taken place.

Issuer must comply with eligibility requirements

LR 5.4A.11 R RP
  1. (1)

    An issuer applying for a transfer of its equity shares2 must comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the equity shares2 to the category of listing to which it wishes to transfer.

  2. (2)

    For the purposes of applying the eligibility requirements referred to in (1) to a transfer then, unless the context otherwise requires, a reference in such a requirement:

    1. (a)

      to the admission of equity shares2 is to be taken to be a reference to the transfer of the equity shares;2 and

    2. (b)

      to a prospectus or listing particulars is to be taken to be a reference to the circular or announcement.

Approval of transfer

LR 5.4A.12 R RP

If an issuer applies under LR 5.4A.10 R, the FSA may approve the transfer if it is satisfied that:

  1. (1)

    the issuer has complied with LR 5.4A.4 R or LR 5.4A.5 R (whichever is relevant);

  2. (2)

    the 20 business day period referred to in LR 5.4A.6 R or LR 5.4A.7 R (whichever is relevant) has elapsed; and

  3. (3)

    the issuer and the equity shares2 will comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the equity shares2 to the category of listing to which it wishes to transfer.

LR 5.4A.13 G RP

The FSA will not generally reassess compliance with eligibility requirements (for example LR 6.1.16 R (Working capital)) if the issuer has previously been assessed by the FSA as meeting those requirements under its existing listing category when its equity shares2 were listed.

When transfer takes effect

LR 5.4A.14 R RP
  1. (1)

    If the FSA approves a transfer of a listing then it must announce its decision on a RIS.

  2. (2)

    The transfer becomes effective when the FSA's decision to approve is announced on the RIS.

  3. (3)

    The issuer must continue to comply with the requirements of its existing category of listing until the decision is announced on the RIS.

  4. (4)

    After the decision is announced the issuer must comply with the requirements of the category of listing to which it has transferred.

Directive obligations

LR 5.4A.15 G RP

An issuer may take steps, in connection with a transfer, which require it to consider whether a prospectus is necessary, for example, if the company or its capital is reconstituted in a way that could amount to an offer of transferable securities to the public. The issuer and its advisers should consider whether directive obligations may be triggered.

Transfer as an alternative to cancellation

LR 5.4A.16 G RP

There may be situations in which an issuer's business has changed over a period of time so that it no longer meets the requirements of the applicable listing category against which it was initially assessed for listing. In those situations, the FSA may consider cancelling the listing of the equity shares2 or suggest to the issuer that, as an alternative, it applies for a transfer of its listing category.

LR 5.5 Miscellaneous

Decision-making procedures for suspension, cancellation etc

LR 5.5.1 G RP

The decision-making procedures that the FSA will follow when it cancels, suspends or refuses a request by an issuer2 to suspend, cancel or 2restore listing are set out in DEPP (Decision Procedure and Penalties)1.

1 1

Suspension, cancellation or restoration by overseas exchange or authority

LR 5.5.2 R RP

An issuer must inform the FSA if its listing has been suspended, cancelled or restored by an overseas exchange or overseas authority.

LR 5.5.3 G RP
  1. (1)

    The FSA will not automatically suspend, cancel or restore the listing of securities at the request of an overseas exchange or overseas authority (for example, if listing of a listed3issuer'ssecurities are suspended, cancelled or restored on its home exchange).

  2. (2)

    The FSA will not normally suspend the listing of securities where there is a trading halt for the security on its home exchange.

  3. (3)

    If a listedissuer3 requests a suspension, cancellation or restoration of the listing of its securities, after a suspension, cancellation or restoration on its home exchange, the issuer should send to the FSA written confirmation:

    1. (a)

      that the suspension, cancellation or restoration of listing on its home exchange has become effective; or

    2. (b)

      if it has not yet become effective, of the time and date it is proposed to become effective.

  4. (4)

    If an overseas exchange or competent authority requests the FSA to suspend, cancel or restore the listing of securities, the FSA will, wherever practical, contact the issuer or its sponsor before it suspends, cancels or restores the listing. Therefore, issuers are encouraged to contact the FSA at the same time as they contact their home exchange.

  5. (5)

    If the FSA is unable to contact the issuer or sponsor, it will suspend, cancel or restore the listing of the securities when it is satisfied that the listing of the relevant securities has been, or will be, suspended, cancelled or restored on their home exchange.