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LR 5.1 Suspending listing

FCA may suspend listing

LR 5.1.1 R 01/04/2013

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

Examples of when FCA may suspend

LR 5.1.2 G 01/04/2013

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

(1)
the issuer has failed to meet its continuing obligations for listing; or
(2)
the issuer has failed to publish financial information in accordance with the listing rules; or
(3)
the issuer is unable to assess accurately its financial position and inform the market accordingly; or
(4)
there is insufficient information in the market about a proposed transaction; or
(5)
the issuer's securities have been suspended elsewhere; or
(6)
the issuer has appointed administrators or receivers, or is an investment trust and is winding up; or
(7)
for a securitised derivative that relates to a single underlying instrument, the underlying instrument is suspended; or
(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)
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 01/04/2013

The FCA 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 01/04/2013

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

LR 5.2 Cancelling listing

FCA may cancel listing

LR 5.2.1 R 01/04/2013

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]

Examples of when FCA may cancel

LR 5.2.2 G 04/01/2022

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

(1)
the securities are no longer admitted to trading as required by these rules; or
(2)
the issuer no longer satisfies its continuing obligations for listing, for example if the percentage of shares in public hands falls below 10% 13(the FCA 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)
the securities' 5 listing has been suspended for more than six months;5
(4)
the securities are equity shares with a standard listing issued by a closed-ended investment fund 12 where the closed-ended investment fund 12 no longer has a premium listing of equity shares.5

LR 5.2.3 G 01/04/2013

The FCA will generally seek to cancel the listing of an issuer's equity shares or certificates representing equity securities when the issuer completes a reverse takeover.

[Note: LR 5.6 contains further detail relating to reverse takeovers.]7

5 5 7

Cancellation at issuer's request

LR 5.2.4 R 29/01/2016

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.

9 9

LR 5.2.4A G 06/08/2007

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

5 1Cancellation of listing of securities with a premium listing

LR 5.2.5 R 01/07/2018

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 listing 4that wishes the FCA to cancel the listing of any of its 5 securities 11 with a premium listing 4must:

1 1 1 1 4

(1)
send a circular to the holders of the relevant securities 11.9 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)
in the case of a cancellation of listing of equity shares,11 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
(2A)
in the case of a cancellation of listing of certificates representing shares, obtain, at a meeting of the holders of the certificates, the prior approval of a resolution for the cancellation from: 11
1. (a)
  a majority of not less than 75% in value of the certificates representing shares in issue at the time of the meeting that are voted on the resolution; and11
2. (b)
  where an issuer has a controlling shareholder, a majority in value of the certificates representing shares in issue at the time of the meeting that are:11
  1. (i)
    held by holders of certificates other than the controlling shareholder; and11
  2. (ii)
    that are voted on the resolution;11
(3)
notify a RIS, at the same time as the circular is despatched to the relevant holders of the securities 11, of the intended cancellation and of the notice period and meeting; and
9 9
(4)
notify a RIS of the passing of the resolution in accordance with LR 9.6.18 R or (as applicable) LR 21.8.11R11
9

LR 5.2.5A R 06/04/2010

[deleted]4

(1)
[deleted]4
4
(2)
[deleted]4
4

LR 5.2.6 R 06/04/2010

[deleted]4

LR 5.2.7 R 01/07/2018

LR 5.2.5 R (2) and (2A)11 will not apply where an issuer of securities 11 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)
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)
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 or, in the case of certificates representing shares, holders of certificates11 will not be sought prior to the cancellation of listing; and
(4)
giving at least 20 business days notice of the intended cancellation.

LR 5.2.7A R 04/01/2022

Where a closed-ended investment fund 12 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 listed equity shares.

Requirements for cancellation of other securities

LR 5.2.8 R 01/07/2018

An issuer that wishes the FCA to cancel the listing of listed securities (other than securities 11 with a premium listing 4 1) 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) or (2A)11.

1 5 1 4 4

LR 5.2.9 R 01/07/2005

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: offeror interested in 50% or less of voting rights9

LR 5.2.10 R 01/07/2018

LR 5.2.5 R does4 not apply to the cancellation of securities 11 with a premium listing 5 in the case of a takeover offer if9:

1 4 5 5 9 4

(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)
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
1 1 1 9
(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

LR 5.2.10A G 16/05/2014

For the purposes of LR 5.2.10 R (3),9 the offer document9 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.

LR 5.2.11 R 10/01/2022

Where LR 5.2.10R applies, the 14 issuer 9 must notify shareholders5 and, in the case of certificates representing shares, holders of certificates:14

9 5 11 9 9 9 2 2

(1)
by stating:14
1. (a)
  that the offeror has reached the threshold described in LR 5.2.10R(2);14
2. (b)
  that the notice period has therefore commenced; and14
3. (c)
  the anticipated date of cancellation, or14
(2)
by stating in the explanatory letter or other material accompanying the section 979 notice:14
1. (a)
  that the notice period has commenced; and14
2. (b)
  the anticipated date of cancellation.14

Cancellation in relation to takeover offers: offeror interested in more than 50% of voting rights9

LR 5.2.11A R 01/07/2018

9 LR 5.2.5 R does not apply to the cancellation of securities 11 with a premium listing in the case of a takeover offer if:

(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)
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)
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)
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.

LR 5.2.11B R 16/05/2014

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.

LR 5.2.11C R 10/01/2022

Where LR 5.2.11AR applies, the14 issuer must notify shareholders and, in the case of certificates representing shares, holders of certificates:14

9 11 10

(1)
by stating:14
1. (a)
  that the relevant thresholds described in LR 5.2.11AR(2) to (3) have been reached;14
2. (b)
  that the notice period has therefore commenced; and of14
3. (c)
  the anticipated date of cancellation, or14
(2)
by stating in the explanatory letter or other material accompanying the section 979 notice:14
1. (a)
  that the notice period has commenced; and14
2. (b)
  the anticipated date of cancellation.14

LR 5.2.11D R 29/01/2016

[deleted]10

1Cancellation as a result of schemes of arrangement etc

LR 5.2.12 R 01/07/2018

1 LR 5.2.5 R and LR 5.2.8 R do not apply to the cancellation of equity shares and certificates representing shares 11 as a result of:

4 5 5 6

(1)
a takeover or restructuring of the issuer effected by a scheme of arrangement under Part 26 of the Companies Act 20063; or
2 3
(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)
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)
a resolution for winding up being passed under section 84 of the Insolvency Act 1986; or6
(5)
the appointment of a provisional liquidator by the court under section 135 of the Insolvency Act 1986; or6
(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)
statutory winding up or reconstruction measures in relation to an overseas issuer under equivalent overseas legislation having similar effect to those set out in (1) to (6).6

LR 5.2.13 G 01/04/2013

6In determining whether the statutory winding up or reconstruction measures in relation to an overseas issuer under equivalent overseas legislation have a similar effect to those set out in LR 5.2.12R (1) to LR 5.2.12R (6), the FCA will in particular have regard to whether those procedures require a court order, the approval of 75% of the shareholders entitled to vote on the resolution, or a formal declaration of the overseas issuer's insolvency or inability to pay its debts.

LR 5.3 Requests to cancel or suspend

Information to be included in request to suspend or cancel

LR 5.3.1 R 01/04/2013

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

(1)
the issuer's name;
(2)
details of the securities to which it relates and the RIEs on which they are traded;
(3)
a clear explanation of the background and reasons for the request;
(4)
the date on which the issuer requests the suspension or cancellation to take effect;
(5)
for a suspension, the time the issuer wants the suspension to take effect;
(6)
if relevant, a copy of any circular or announcement or other document upon which the issuer is relying;
(7)
if relevant, evidence of any resolution required under LR 5.2.5 R;
(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)
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)
if the issuer is making a conditional request, a clear statement of the applicable conditions;
(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)
a copy of any announcement the issuer proposes to notify to a RIS announcing the suspension or cancellation.

LR 5.3.2 R 16/05/2014

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

(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;
1 1
(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)
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 01/07/2005

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 01/04/2013

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 FCA to deal with the request before trading starts.

Timing of cancellation requests

LR 5.3.5 R 01/07/2005

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 01/04/2013

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 FCA 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 01/04/2013

(1)
If an issuer requests the FCA 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)
Even if an issuer withdraws its request, the FCA may still suspend or cancel the listing of the securities if it considers it is necessary to do so.
(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.

Notice of cancellation or suspension

LR 5.3.8 G 01/04/2013

4If an issuer requests the FCA to suspend or cancel the listing of its securities under LR 5.3.1 R and the FCA agrees to do so, the notification given by the FCA to the issuer will include the following information:

(1)
the date on which the suspension or cancellation took effect or will take effect;
(2)
details of the suspension or cancellation; and
(3)
in relation to requests for suspension, details of the issuer's right to apply for the suspension of its listed securities to be cancelled.

LR 5.4 Restoring listing

Revoking a cancellation of listing

LR 5.4.1 G 01/07/2005

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 01/04/2013

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.

Requests to restore

LR 5.4.3 G 01/04/2013

(1)
An issuer that has the listing of any of its securities suspended may request the FCA to have them restored.
(2)
The request should be made sufficiently in advance of the time and date the issuer wishes the securities to be restored.
(3)
Requests received for when the market opens should allow sufficient time for the FCA to deal with the request.
(4)
The request may be an oral request. The FCA 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)
Even if restoration is required urgently, it will normally take up to 30 minutes to be effected.
(6)
The FCA will issue a dealing notice on a RIS announcing the restoration.

Refusal of request to restore

LR 5.4.4 R 01/04/2013

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.

Withdrawal of a request to restore securities

LR 5.4.5 G 01/04/2013

(1)
If an issuer has requested the FCA 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)
Even if a request to restore has been withdrawn, the FCA may restore the listing of securities if it believes the circumstances justify it.

Restoring listing of securitised derivatives

LR 5.4.6 G 01/04/2013

(1)
If an underlying instrument is restored, the securitised derivative's listing will normally be restored.
(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 FCA, irrespective of whether or not the underlying instrument has been restored, if:
1. (a)
  the issuer of the securitised derivative confirms to the FCA that despite the relevant underlying instrument(s) suspension a market in the securitised derivative will continue to be made; and
2. (b)
  the FCA 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 06/04/2010

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 1 2Transfer between listing categories

Application

LR 5.4A.1 R 04/01/2022

This section applies to an issuer that wishes to transfer the5 category of its5 listing from:

(1)
a standard listing (shares)2 to a premium listing (commercial company); or
(2)
a standard listing (shares)2 to a premium listing (closed-ended investment fund)7; or
(2A)
a standard listing (shares) to a premium listing (sovereign controlled commercial company); or5
(2B)
a standard listing (certificates representing certain securities) to a premium listing (sovereign controlled commercial company); or5
(2C)
a standard listing (shares) to a standard listing (open-ended investment company); or7
(2D)
a standard listing (open-ended investment company) to a standard listing (shares); or7
(2E)
a standard listing (open-ended investment company) to a premium listing (commercial company); or7
(2F)
a standard listing (open-ended investment company) to a premium listing (sovereign controlled commercial company); or7
(3)
a premium listing (commercial company) to a standard listing (shares)2; or
(4)
a premium listing (closed-ended investment fund)7 to a premium listing (commercial company); or
(5)
a premium listing (commercial company) to a premium listing (closed-ended investment fund)7; or
(5A)
a premium listing (commercial company) to a standard listing (open-ended investment company); or7
(6)
a premium listing (closed-ended investment fund)7 to a standard listing (shares);
2
(7)
a premium listing (commercial company) to a premium listing (sovereign controlled commercial company); or5
(8)
a premium listing (sovereign controlled commercial company) to a premium listing (commercial company); or5
(9)
a premium listing (closed-ended investment fund)7 to a premium listing (sovereign controlled commercial company); or5
(10)
a premium listing (sovereign controlled commercial company) to a premium listing (closed-ended investment fund)7; or5
(11)
a premium listing (sovereign controlled commercial company) to a standard listing (shares); or5
(12)
a premium listing (sovereign controlled commercial company) to a standard listing (certificates representing certain securities); or7
5
(13)
7a premium listing (sovereign controlled commercial company) to a standard listing (open-ended investment company).

LR 5.4A.2 G 04/01/2022

An issuer will only be able to transfer a listing of its equity shares 2 from a premium listing (closed-ended investment fund)7 to a standard listing (shares)2 if it has ceased to be a closed-ended investment fund 7 (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 14.1.1R(1)7 provides that LR 14 does not apply to equity shares of2 a closed-ended investment fund 7 without a premium listing of equity shares.2

LR 5.4A.2A G 04/01/2022

7An issuer will only be able to transfer a listing of its equity shares from a standard listing (open-ended investment company) to a standard listing (shares) if it has ceased to be an open-ended investment company (for example if it has become a commercial company). This is because LR 14.1.1R(1A) provides that LR 14 does not apply to equity shares of an open-ended investment company.

Initial notification to the FCA

LR 5.4A.3 R 01/07/2018

(1)
If an issuer wishes to transfer the5 category of its5 listing 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)
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 04/01/2022

(1)
This rule applies to a transfer of the listing of:5
2
1. (a)
  equity shares with a premium listing into or out of the category of premium listing (closed-ended investment fund)7; or5
2. (b)
  equity shares with a premium listing out of the category of premium listing (commercial company); or5
3. (c)
  equity shares or certificates representing shares with a premium listing out of the category of premium listing (sovereign controlled commercial company) into the category of standard listing (shares) or standard listing (certificates representing certain securities) or standard listing (open-ended investment company)7.5
(2)
The issuer must:
1. (a)
  send a circular to the holders of the equity shares or the certificates representing shares, as applicable;5
  2
2. (b)
  notify a RIS, at the same time as the circular 5 is despatched to the relevant holders of the equity shares or the certificates representing shares (as applicable)5, of the intended transfer and of the notice period and meeting date; and3
  2
3. (c)
  [deleted]3
  3
4. (d)
  notify a RIS of the passing of the resolution required under (3) below.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 (closed-ended investment fund)7, 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) or standard listing (open-ended investment company)7, 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; or5
    3
3. (c)
  in the case of a transfer of the listing of equity shares with a premium listing (commercial company) into the category of premium listing (sovereign controlled commercial company), the issuer must obtain at a general meeting the prior approval of a resolution for the transfer from: 5
  1. (i)
    a majority of not less than 75% of the votes attaching to the shares voted on the resolution; and5
  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; or5
4. (d)
  in the case of a transfer of the listing of equity shares with a premium listing (sovereign controlled commercial company) into the category of standard listing (shares) or standard listing (open-ended investment company)7, the issuer must obtain at a general meeting the prior approval of a resolution for the transfer from: 5
  1. (i)
    a majority of not less than 75% of the votes attaching to the shares voted on the resolution; and5
  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; or5
5. (e)
  in the case of a transfer of the listing of certificates representing shares with a premium listing (sovereign controlled commercial company) into the category of standard listing (certificates representing certain securities), the issuer must obtain, at a meeting of the holders of the certificates, the prior approval of a resolution for the transfer from: 5
  1. (i)
    a majority of not less than 75% in value of the certificates representing shares in issue at the time of the meeting that are voted on the resolution; and5
  2. (ii)
    where an issuer has a controlling shareholder, a majority in value of the certificates representing shares in issue at the time of the meeting that are:5
    1. (A)
      held by holders of certificates other than the controlling shareholder; and5
    2. (B)
      that are voted on the resolution.5

Announcement required in other cases

LR 5.4A.5 R 01/07/2018

(1)
This rule applies to any transfer of a listing of equity shares 2 or certificates representing shares 5 other than a transfer referred to in LR 5.4A.4 R (1).
(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 01/04/2013

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

(1)
comply with the requirements of LR 13.1, LR 13.2 and LR 13.3;
(2)
be approved by the FCA before it is circulated or published; and
(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 01/07/2018

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

(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 vote of holders of the relevant securities 5 is required; and
(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 01/04/2013

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

Specific information required in circular or announcement

LR 5.4A.9 G 01/04/2013

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)
the background and reasons for the proposed transfer;
(2)
any changes to the issuer's business that have been made or are proposed to be made in connection with the proposal;
(3)
the effect of the transfer on the issuer's obligations under the listing rules;
(4)
how the issuer will meet any new eligibility requirements, for example working capital requirements, that the FCA must be satisfied of under LR 5.4A.12 R (3); and
(5)
any other matter that the FCA may reasonably require.

Applying for the transfer

LR 5.4A.10 R 01/07/2018

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 securities 5 from one category to another. The application must include:

(1)
the issuer's name;
(2)
details of the securities 5 to which the transfer relates;
2
(3)
the date on which the issuer wishes the transfer to take effect;
(4)
a copy of any circular, announcement or other document on which the issuer is relying;
(5)
if relevant, evidence of any resolution required under LR 5.4A.4 R;
(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)
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)
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 01/07/2018

(1)
An issuer applying for a transfer of its securities 5 must comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities 5 to the category of listing to which it wishes to transfer.
2 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 securities 5 is to be taken to be a reference to the transfer of the securities 5; and
  2 2
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 01/07/2018

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

(1)
the issuer has complied with LR 5.4A.4 R or LR 5.4A.5 R (whichever is relevant);
(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)
the issuer and the securities 5 will comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities 5 to the category of listing to which it wishes to transfer.
2 2

LR 5.4A.13 G 01/07/2018

The FCA will not generally reassess compliance with eligibility requirements (for example LR 6.7.1R4 (Working capital)) if the issuer has previously been assessed by the FCA as meeting those requirements under its existing listing category when its securities 5 were listed.

When transfer takes effect

LR 5.4A.14 R 01/04/2013

(1)
If the FCA approves a transfer of a listing then it must announce its decision on a RIS.
(2)
The transfer becomes effective when the FCA's decision to approve is announced on the RIS.
(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)
After the decision is announced the issuer must comply with the requirements of the category of listing to which it has transferred.

Obligations under the Act and Prospectus Rules

LR 5.4A.15 G 01/01/2021

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 obligations under the Act and the prospectus rules 6 may be triggered.

Transfer as an alternative to cancellation

LR 5.4A.16 G 01/04/2013

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 FCA may consider cancelling the listing of the equity shares 2 or suggest to the issuer that, as an alternative, it applies for a transfer of its listing category.

LR 5.4A.17 G 01/07/2018

5There may be situations in which an issuer with a listing of securities in the category of premium listed (sovereign controlled commercial company) no longer has a sovereign controlling shareholder. In those situations, the FCA may consider cancelling the listing of the securities 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 01/04/2013

The decision-making procedures that the FCA will follow when it cancels, suspends or refuses a request by an issuer 2 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 01/04/2013

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

LR 5.5.3 G 01/01/2021

(1)
The FCA 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 listed 3 issuer's securities are suspended, cancelled or restored on its home exchange).
(2)
The FCA will not normally suspend the listing of securities where there is a trading halt for the security on its home exchange.
(3)
If a listed issuer 3 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 FCA 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)
If an overseas exchange or overseas authority4 requests the FCA to suspend, cancel or restore the listing of securities, the FCA will, wherever practical, contact the issuer or its sponsor before it suspends, cancels or restores the listing. Therefore, issuers are encouraged to contact the FCA at the same time as they contact their home exchange.
(5)
If the FCA 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.

LR 5.6 Reverse takeovers

Application

LR 5.6.1 R 01/10/2012

1This section applies to an issuer with:

(1)
a premium listing;
(2)
a standard listing (shares); or
(3)
a standard listing of certificates representing equity securities.

Categories of reverse takeover to which this section does not apply

LR 5.6.2 R 01/10/2012

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.

Class 1 requirements

LR 5.6.3 R 01/10/2012

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.

Definitions

LR 5.6.4 R 29/07/2016

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)
where any percentage ratio is 100% or more; or
(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.

LR 5.6.5 G 01/04/2013

For the purpose of LR 5.6.4R (2), the FCA considers that the following factors are indicators of a fundamental change:

(1)
the extent to which the transaction will change the strategic direction or nature of its business; or
(2)
whether its business will be part of a different industry sector following the completion of the transaction; or
(3)
whether its business will deal with fundamentally different suppliers and end users.

LR 5.6.5A R 01/01/2018

6A shell company is an issuer whose:

(1)
assets consist solely or predominantly of cash or short-dated securities; or
(2)
predominant purpose or objective is to undertake an acquisition or merger, or a series of acquisitions or mergers.

Requirement for a suspension

LR 5.6.6 R 01/01/2018

A shell company 6, or in the case of a shell company 6with a premium listing, its sponsor, must contact the FCA as early as possible:

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

LR 5.6.7 G 01/01/2018

Examples of where the FCA will consider that a reverse takeover is in contemplation include situations where:

(1)
the shell company 6 has approached the target's board;
(2)
the shell company 6 has entered into an exclusivity period with a target; or
(3)
the shell company 6 has been given access to begin due diligence work (whether or not on a limited basis).

LR 5.6.8 G 10/08/2021

Generally, when a reverse takeover between a shell company and a target 6 is announced or leaked, there will be insufficient publicly available information about the proposed transaction and the shell company 6 will be unable to assess accurately its financial position and inform the market accordingly. In this case, the FCA will often consider that suspension will be appropriate, as set out in LR 5.1.2G (3) and (4). However, the FCA may agree with the shell company that a suspension is not required8 if the FCA is satisfied that:8

(1)
there is sufficient publicly available information about the proposed transaction; or8
(2)
where the shell company is an issuer which falls within LR 5.6.5AR(2), the shell company has sufficient measures in place to protect investors and so that the smooth operation of the market is not temporarily jeopardised. 8

LR 5.6.9 G 10/08/2021

LR 5.6.10G to LR 5.6.18FR8 set out circumstances in which the FCA will generally be satisfied that a suspension is not required.

Reverse takeover by a shell company: target admitted to a regulated market

LR 5.6.10 G 01/01/2018

The FCA will generally be satisfied that there is sufficient information in the market about the propos ed transaction if:

(1)
the target has shares or certificates representing equity securities admitted to a regulated market; and
(2)
the shell company 6 makes an announcement stating that the target has complied with the disclosure requirements applicable on that regulated market and providing details of where information disclosed pursuant to those requirements can be obtained.

LR 5.6.11 R 01/10/2012

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

Reverse takeover by a shell company: target subject to the disclosure regime of another market

LR 5.6.12 G 01/01/2018

The FCA will generally be satisfied that there is sufficient publicly available information in the market about the proposed transaction if the target has securities admitted to an investment exchange or trading platform that is not a regulated market and the shell company 6:

(1)
confirms, in a form acceptable to the FCA, that the disclosure requirements in relation to financial information and inside information of the investment exchange or trading platform on which the target's securities are admitted are not materially different from the disclosure requirements 4; and
(2)
makes an announcement to the effect that:
1. (a)
  the target has complied with the disclosure requirements applicable on the investment exchange or trading platform to which its securities are admitted and provides details of where information disclosed pursuant to those requirements can be obtained; and
2. (b)
  there are no material differences between those disclosure requirements and the disclosure requirements under DTR.

LR 5.6.13 R 01/01/2018

Where a shell company 6 has a premium listing, a written confirmation provided for the purpose of LR 5.6.12G (1) must be given by the shell company's 6 sponsor.

LR 5.6.14 R 01/10/2012

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

Reverse takeover by a shell company: target not subject to a public disclosure regime

LR 5.6.15 G 21/07/2019

Where the target in a reverse takeover by a shell company 6 is not subject to a public disclosure regime, or if the target has securities admitted on an investment exchange or trading platform that is not a regulated market but the shell company 6 is not able to give the confirmation and make the announcement contemplated by LR 5.6.12 G, the FCA will generally be satisfied that there is sufficient publicly available information in the market about the proposed transaction such that a suspension is not required where the shell company 6 makes an announcement containing:

(1)
financial information on the target covering the last three years. Generally, the FCA would consider the following information to be sufficient:
1. (a)
  profit and loss information to at least operating profit level;
2. (b)
  balance sheet information, highlighting at least net assets and liabilities;
3. (c)
  relevant cash flow information; and
4. (d)
  a description of the key differences between the shell company's 6 accounting policies and the policies used to present the financial information on the target;
(2)
a description of the target to include key non-financial operating or performance measures appropriate to the target's business operations and the information as required under Annex 1 Section 10 (Trend information) of the PR Regulation (see PRR Appendix 2)7 for the target;
(3)
a declaration that the directors of the shell company 6 consider that the announcement contains sufficient information about the business to be acquired to provide a properly informed basis for assessing its financial position; and
(4)
a declaration2 confirming that the shell company 6 has made the necessary arrangements with the target vendors to enable it to keep the market informed without delay of any developments concerning the target that would be required to be released were the target part of the shell company 6.
2

LR 5.6.16 R 01/10/2012

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

LR 5.6.17 R 01/01/2018

Where a shell company 6 has a premium listing, a sponsor must provide written confirmation to the FCA that in its opinion, it is reasonable for the shell company 6 to provide the declarations described in LR 5.6.15G (3) and (4).

LR 5.6.18 R 01/01/2018

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 company 6 must comply with the obligation under article 17(1) of the Market Abuse Regulation 3 on the basis that the target already forms part of the enlarged group.

Reverse takeover by a shell company which falls within LR 5.6.5AR(2): other circumstances where a suspension is not required

LR 5.6.18A G 10/08/2021

8The FCA will generally be satisfied that a shell company which falls within LR 5.6.5AR(2) has sufficient measures in place to protect investors and so that the smooth operation of the market is not temporarily jeopardised such that a suspension is not required where the following conditions are met:

(1)
at the date of admission the aggregate gross cash proceeds received by the shell company in consideration for the listed shares issued by it to public shareholders was at least £100 million;
(2)
the shell company has adequate binding arrangements in place with an independent third party to ensure that the aggregate gross cash proceeds received in consideration for any listed shares that it has issued, or issues, to public shareholders are protected from being used for any purpose other than:
1. (a)
  to provide the consideration for a reverse takeover which has been approved by:
  1. (i)
    its board in accordance with (4); and
  2. (ii)
    its public shareholders in accordance with (5);
2. (b)
  to redeem or purchase listed shares held by public shareholders following the exercise of the right to be redeemed or purchased referred to in (7);
3. (c)
  to be distributed to public shareholders if that a reverse takeover has not been completed by the date specified in (3); or
4. (d)
  to return capital to public shareholders in the event of a winding up of the company,
provided that a specified amount or proportion of such proceeds may be excluded from the amount which is protected, and may be retained to be used by the shell company to fund its operations, where that amount or proportion has been disclosed in the prospectus published in relation to the admission to listing of the shell company’s shares;
(3)
the shell company’s constitution:
1. (a)
  provides that if the shell company has not completed a reverse takeover on or before the date which is 24 months from the date of admission it will:
  1. (i)
    cease operations on the date which is 24 months from the date of admission; and
  2. (ii)
    distribute the amount protected and referred to in (2) to public shareholders as soon as possible after the date specified in (i);
2. (b)
  may provide that the period of 24 months referred to in (a) can be extended for a further period of up to 12 months provided that any such extension is approved by the public shareholders of the shell company before the end of the period referred to in (a);
3. (c)
  may provide that the period of 24 months referred to in (a), or the extended period referred to in (b), can be extended for a further period of up to 6 months where, before the end of the period referred to in (a) or (b), as applicable:
  1. (i)
    the approval of shareholders for a reverse takeover has been obtained but the reverse takeover has not completed;
  2. (ii)
    a general meeting to obtain the approval of shareholders for a reverse takeover has been convened;
  3. (iii)
    the shell company has made an announcement that:
    1. (A)
      a general meeting to obtain the approval of shareholders for a reverse takeover will be convened for a date which is specified in the announcement; and
    2. (B)
      a notice to convene the general meeting referred to in (A) will be sent to shareholders within a specified time following the announcement; or
  4. (iv)
    an agreement for a reverse takeover has been entered into but the reverse takeover has not been completed and the shell company has not made an announcement in accordance with (iii),
  provided that any such extension is notified to a RIS before the end of the period referred to in (a) or (b), as applicable.
(4)
the shell company’s constitution:
1. (a)
  provides that the shell company must obtain the approval of its board for a reverse takeover before it is entered into; and
2. (b)
  ensures that the following do not take part in the board’s consideration of the reverse takeover and do not vote on the relevant board resolution:
  1. (i)
    any director who is, or an associate of whom is, a director of the target or of a subsidiary undertaking of the target; and
  2. (ii)
    any director who has a conflict of interest in relation to the target or a subsidiary undertaking of the target;
(5)
the shell company’s constitution:
1. (a)
  provides that the shell company must obtain the approval of its shareholders for a reverse takeover either:
  1. (i)
    before the transaction is entered into; or
  2. (ii)
    if the transaction is expressed to be conditional on that approval, before it is completed; and
2. (b)
  ensures that any founding shareholder, sponsor or director does not vote on the relevant resolution;
(6)
the shell company’s constitution provides that where any director has a conflict of interest in relation to the target or a subsidiary undertaking of the target, the shell company must publish, in sufficient time before shareholder approval for a reverse takeover is sought, a statement by the board that:
1. (a)
  the proposed transaction is fair and reasonable as far as the public shareholders of the shell company are concerned; and
2. (b)
  the directors have been so advised by an appropriately qualified and independent adviser;
(7)
the holders of the listed shares have the right to require the shell company to redeem or otherwise purchase their shares for a pre-determined amount, which is exercisable:
1. (a)
  at the discretion of the holder prior to completion of a reverse takeover; and
2. (b)
  whether or not the holder voted in favour of the reverse takeover on any shareholder resolution to approve the transaction;
(8)
the shell company has disclosed the matters set out in (2) to (7) in the prospectus published in relation to the admission to listing of the shell company’s shares.

LR 5.6.18B R 10/08/2021

8In LR 5.6.18AG:

(1)
“founding shareholder” means a shareholder who founded or established a shell company;
(2)
“public shareholder” means a shareholder who is not a founding shareholder, a sponsor or a director;
(3)
“sponsor” means a person who provides any of the following to a shell company:
1. (a)
  capital or other finance to support the operating costs of the shell company;
2. (b)
  financial, advisory, consultancy or legal services;
3. (c)
  facilities or support services; or
4. (d)
  any other material contribution to the establishment and ongoing operation of the shell company.

LR 5.6.18C R 10/08/2021

(1)
8In order for the FCA to be satisfied for the purposes of LR 5.6.8G(2), the shell company must provide a written confirmation from the board to the FCA that:
1. (a)
  the conditions set out in LR 5.6.18AG have been met; and
2. (b)
  the conditions set out in LR 5.6.18AG(2) to (7) will continue to be met until a reverse takeover is completed.
(2)
The shell company must provide to the FCA evidence of the basis upon which it considers that it meets the conditions set out in LR 5.6.18AG, if requested to do so.

LR 5.6.18D R 10/08/2021

(1)
8Where the FCA has agreed that a suspension is not necessary as a result of the shell company meeting the conditions set out in LR 5.6.18AG and having provided the written confirmation set out in LR 5.6.18CR, the shell company must make an announcement of the reverse takeover.
(2)
The announcement must include:
1. (a)
  a description of the business carried on by the target;
2. (b)
  hyperlinks to all relevant publicly available information on the target;
3. (c)
  all material terms of the proposed transaction, including the expected dilution effect on public shareholders from securities held by directors, sponsors or founding shareholders, or from new securities issued or expected to be issued as part of the transaction;
4. (d)
  the proposed timetable for the transaction;
5. (e)
  an indication of how the target has been, or will be assessed and valued by the shell company, with reference to any selection and evaluation process for prospective target companies set out in the prospectus published in relation to the admission to listing of the shell company’s shares; and
6. (f)
  any other material details and information which the shell company is aware of, or ought reasonably to be aware of, about the target or the proposed transaction that an investor in the shell company needs to make a properly informed decision.
(3)
If any of the information set out in (2) is not known when the announcement required by (1) is made:
1. (a)
  the announcement required by (1) must also identify the information set out in (2) which has not been included in that announcement; and
2. (b)
  the shell company must make an announcement of such information as soon as it is known or the shell company becomes, or ought reasonably have become, aware of it and in any event in sufficient time before shareholder approval for the reverse takeover is sought.

LR 5.6.18E R 10/08/2021

8An announcement made for the purposes of LR 5.6.18DR must be published by means of an RIS.

LR 5.6.18F R 10/08/2021

8The shell company must contact the FCA as soon as possible if at any time after the written confirmation referred to in LR 5.6.18CR has been provided to the FCA any of the conditions set out in LR 5.6.18AG(2) to (7) are no longer met to request a suspension of listing.

Cancellation of listing

LR 5.6.19 G 01/04/2013

The FCA will generally seek to cancel the listing of an issuer's equity shares or certificates representing equity securities when the issuer completes a reverse takeover.

LR 5.6.20 G 01/04/2013

LR 5.6.23 G to LR 5.6.29 G set out circumstances in which the FCA will generally be satisfied that a cancellation is not required.

LR 5.6.21 R 01/01/2018

Where the issuer's listing 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.

LR 5.6.22 G 01/01/2018

Notwithstanding LR 5.6.21 R, financial information provided in relation to the target will need to satisfy LR 6.2.1R(3) and LR 6.2.4R(2)6.

Acquisitions of targets from different listing categories: issuer maintaining its listing category

LR 5.6.23 G 01/04/2013

Where an issuer acquires the shares or certificates representing equity securities of a target with a different listing category from its own and the issuer wishes to maintain its existing listing category, the FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if:

(1)
the issuer will continue to be eligible for its existing listing category following completion of the transaction;
(2)
the issuer provides an eligibility letter setting out how the issuer as enlarged by the acquisition satisfies each listing rule requirement that is relevant to it being eligible for its existing listing category; and
(3)
the issuer makes an announcement or publishes a circular explaining:
1. (a)
  the background and reasons for the acquisition;
2. (b)
  any changes to the acquiring issuer's business that have been made or are proposed to be made in connection with the acquisition;
3. (c)
  the effect of the transaction on the acquiring issuer's obligations under the listing rules;
4. (d)
  (where appropriate) how the acquiring issuer will continue to meet the eligibility requirements referred to in LR 5.6.21 R; and
5. (e)
  any other matter that the FCA may reasonably require.

LR 5.6.24 R 01/10/2012

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

LR 5.6.25 R 01/04/2013

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.

LR 5.6.26 R 01/10/2012

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.

Acquisitions of targets from different listing categories: issuer changing listing category

LR 5.6.27 G 01/04/2013

The FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if the target is listed with a different listing category from that of the issuer and the issuer wishes to transfer its listing to a different listing category in conjunction with the acquisition and the issuer as enlarged by the relevant acquisition complies with the relevant requirements of LR 5.4A to transfer to a different listing category.

LR 5.6.28 G 04/01/2022

An issuer wishing to transfer a listing of its equity shares from a premium listing (closed-ended investment fund)9 to a standard listing (shares) should note LR 5.4A.2 G which sets out limitations resulting from the application of LR 14.1.1R(1)9(application of the listing rules to a company with or applying for a standard listing of shares).

LR 5.6.28A G 04/01/2022

9An issuer wishing to transfer a listing of its equity shares from a standard listing (open-ended investment company) to a standard listing (shares) should note LR 5.4A.2AG which sets out limitations resulting from the application of LR 14.1.1R(1A) (application of the listing rules to a company with or applying for a standard listing of shares).

LR 5.6.29 G 01/04/2013

Where an issuer is applying LR 5.4A in order to avoid a cancellation as contemplated by LR 5.6.27 G, the FCA will normally waive the requirement for shareholder approval under LR 5.4A.4R (2)(c) where the issuer is obtaining separate shareholder approval for the acquisition.

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