1. (1)

   1The FCA 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 FCA suspends the listing of any securities, it may impose such conditions on the procedure for lifting the suspension as it considers appropriate.

The FCA 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]

An issuer must satisfy the requirements applicable to it in LR 5.2.5 R to LR 5.2.11CR10 and LR 5.3 before the FCA will cancel the listing of its securities at its request.

Subject to 41LR 5.2.7 R, LR 5.2.10 R, LR 5.2.11A R9 and LR 5.2.12 R, 1an issuer with a premium listing4that wishes the FCA to cancel the listing of any of its 5equity shares1with a premium listing4must:

1. (1)

   send a circular to the holders of the shares.9 The circular must:

   9
   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 FCA 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:9

   9
   1. (a)

      a majority of not less than 75% of the votes attaching to the shares voted on the resolution; and9

   2. (b)

      where an issuer has a controlling shareholder, a majority of the votes attaching to the shares of independent shareholders voted on the resolution;9

3. (3)

   notify a RIS, at the same time as the circular is despatched to the relevant holders of the shares9, of the intended cancellation and of the notice period and meeting; and

   9
4. (4)

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

   9

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

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

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.

An issuer that wishes the FCA 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).

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.

LR 5.2.5 R does4 not apply to the cancellation of equity shares with a premium listing5 in the case of a takeover offer if9:

1. (1)

   the offeror or any controlling shareholder who is an offeror is interested in 50% or less of the voting rights of an issuer before announcing its firm intention to make its takeover offer;9

   9
2. (2)

   the offeror has by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the voting rights of the issuer; and9

   1119
3. (3)

   the offeror has stated in the offer document or any subsequent circular sent to the holders of the shares that a notice period of not less than 20 business days prior to cancellation will commence either on the offeror obtaining the required 75% as described in LR 5.2.10 R (2) or on the first date of issue of compulsory acquisition notices under section 979 of the Companies Act 2006 (Right of offeror to buy out minority shareholder).9

The issuer9 must notify shareholders5 that the required 75% has been obtained9and that the notice period has commenced and of the anticipated date of cancellation,9 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.

9 LR 5.2.5 R does not apply to the cancellation of equity shares with a premium listing in the case of a takeover offer if:

1. (1)

   the offeror or any controlling shareholder who is an offeror is interested in more than 50% of the voting rights of an issuer before announcing its firm intention to make its takeover offer;

2. (2)

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

3. (3)

   10the offeror has obtained acceptances of its takeover offer or acquired or agreed to acquire shares from independent shareholders that represent a majority of the voting rights held by the independent shareholders on the date its firm intention to make its takeover offer was announced; and

4. (4)

   the offeror has stated in the offer document or any subsequent circular sent to the holders of the shares that a notice period of not less than 20 business days prior to cancellation will commence either on the offeror obtaining the relevant shareholding and acceptances as described in LR 5.2.11A R (2) to (3)10or on the first date of issue of compulsory acquisition notices under section 979 of the Companies Act 2006.

9For the purposes of LR 5.2.11A R (4), the offer document or circular must make clear that the notice period begins only when the offeror has announced that it has acquired or agreed to acquire shares representing 75% of the voting rights and, if relevant, has obtained acceptances of its takeover offer or acquired or agreed to acquire shares from independent shareholders that represent a majority of the voting rights held by the independent shareholders.

9The issuer must notify shareholders that the relevant thresholds described in LR 5.2.11A R (2) to (3)10have been obtained and that the notice period has commenced and of the anticipated date of cancellation, or the explanatory letter or other material accompanying the section 979 notice must state that the notice period has commenced and the anticipated date of cancellation.

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

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, Building Societies Act 1986,Water Industry Act 1991, Banking Act 2009,Energy Act 2011 or the Investment Bank Special Administration Regulations 2011; or6

3. (3)

   the appointment of an administrator under paragraphs 14 (appointment by holder of floating charge) or 22 (appointment by company or directors) of Schedule B1 to the Insolvency Act 1986; or6

4. (4)

   a resolution for winding up being passed under section 84 of the Insolvency Act 1986; or6

5. (5)

   the appointment of a provisional liquidator by the court under section 135 of the Insolvency Act 1986; or6

6. (6)

   a company voluntary arrangement pursuant to Part 1 of the Insolvency Act 1986, subject to the time limits for the challenge of decisions made set out in Part 1 of the Insolvency Act 1986 having expired; or6

7. (7)

   statutory winding up or reconstruction measures in relation to an overseasissuer under equivalent overseas legislation having similar effect to those set out in (1) to (6).6

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 FCA 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.

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 or LR 5.2.11A R5 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.

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.

The FCA 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 FCA may restore the listing even though the issuer does not request it.

The FCA 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.

This section applies to an issuer that wishes to transfer its category of equity shares2listing from:

1. (1)

   a standard listing (shares)2 to a premium listing (commercial company); or

2. (2)

   a standard listing (shares)2 to a premium listing (investment company); or

3. (3)

   a premium listing (commercial company) to a standard listing (shares)2; or

4. (4)

   a premium listing (investment company) to a premium listing (commercial company); or

5. (5)

   a premium listing (commercial company) to a premium listing (investment company); or

6. (6)

   a premium listing (investment company) to a standard listing (shares);

   2

1. (1)

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

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; and3

   3. (c)

      [deleted]3

      3
   4. (d)

      notify a RIS of the passing of the resolution required under (3) below.3

3. (3)
   1. (a)

      In the case of a transfer of the listing of equity shares with a premium listing into or out of the category of premium listing (investment company), the issuer must obtain at a general meeting the prior approval of a resolution for the transfer from a majority of not less than 75% of the votes attaching to the shares voted on the resolution; or

   2. (b)

      in the case of a transfer of the listing of equity shares with a premium listing (commercial company) into the category of standard listing (shares), the issuer must obtain at a general meeting the prior approval of a resolution for the transfer from:

      1. (i)

         a majority of not less than 75% of the votes attaching to the shares voted on the resolution; and

      2. (ii)

         where an issuer has a controlling shareholder, a majority of the votes attaching to the shares of independent shareholders voted on the resolution.3

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.

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 FCA 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).

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).

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

If an issuer has initially notified the FCA under LR 5.4A.3 R it may apply to the FCA 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 FCA 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.

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.

If an issuer applies under LR 5.4A.10 R, the FCA 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.

1. (1)

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

2. (2)

   The transfer becomes effective when the FCA'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.

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

1This section applies to an issuer with:

1. (1)

   a premium listing;

2. (2)

   a standard listing (shares); or

3. (3)

   a standard listing of certificates representing equity securities.

LR 5.6 does not apply where an issuer acquires the shares or certificates representing equity securities of a target with the same category of listing as the issuer.

Notwithstanding the effect of LR 5.6.2 R, an issuer with a premium listing must in relation to a reverse takeover comply with the requirements of LR 10.5 (Class 1 requirements) for that transaction.

A reverse takeover is a transaction, whether effected by way of a direct acquisition by the issuer or a subsidiary, an acquisition by a new holding company of the issuer or otherwise, of a business, a company or assets:

1. (1)

   where any percentage ratio is 100% or more; or

2. (2)

   which in substance results in a fundamental change in the business or in a change in board or voting control of the issuer.

When calculating the percentage ratio, the issuer must5 apply the class tests and LR 10.2.10R (Aggregating transactions)5.

6A shell company is an issuer whose:

1. (1)

   assets consist solely or predominantly of cash or short-dated securities; or

2. (2)

   predominant purpose or objective is to undertake an acquisition or merger, or a series of acquisitions or mergers.

A shell company6, or in the case of a shell company6with a premium listing, its sponsor, must contact the FCA as early as possible:

1. (1)

   before announcing a reverse takeover which has been agreed or is in contemplation, to discuss whether a suspension of listing is appropriate; or

2. (2)

   where details of the reverse takeover have leaked, to request a suspension.

An announcement made for the purpose of LR 5.6.10G (2) must be published by means of an RIS.

Where a shell company6 has a premium listing, a written confirmation provided for the purpose of LR 5.6.12G (1) must be given by the shell company's6sponsor.

An announcement made for the purpose of LR 5.6.12G (2) must be published by means of an RIS.

An announcement made for the purpose of LR 5.6.15 G must be published by means of an RIS.

Where a shell company6 has a premium listing, a sponsor must provide written confirmation to the FCA that in its opinion, it is reasonable for the shell company6 to provide the declarations described in LR 5.6.15G (3) and (4).

Where the FCA has agreed that a suspension is not necessary as a result of an announcement made for the purpose of LR 5.6.15 G the shell company6 must comply with the obligation under article 17(1) of the Market Abuse Regulation3 on the basis that the target already forms part of the enlarged group.

Where the issuer'slisting is cancelled following completion of a reverse takeover, the issuer must re-apply for the listing of the shares or certificates representing equity securities and satisfy the relevant requirements for listing, except that for an issuer with a premium listing, LR 6.2.1R(3) and LR 6.2.4R(2)6 will not apply in relation to the issuer's accounts.

An announcement or circular published for the purpose of LR 5.6.23 G must be published by means of an RIS.

An eligibility letter prepared for the purposes of LR 5.6.23 G must be provided to the FCA not less than 20 business days prior to the announcement of the transaction referred to in LR 5.6.24 R.

Where an issuer has a premium listing, the eligibility letter provided for the purposes of LR 5.6.23 G must be provided by a sponsor.