LR 8.2 When a sponsor must be appointed or its guidance obtained2

A company with, or applying for, a primary listing of its equity securities must appoint a sponsor on each occasion that it:

1. (1)

   makes an application for admission of equity securities which:

   1. (a)

      requires the production of a prospectus or equivalent document1; or

   2. (b)

      is accompanied by a certificate of approval from another competent authority; or

   3. (c)

      is accompanied by a summary document as required by PR 1.2.3R (8); or

   4. (d)

      requires the production of listing particulars and is referred to in LR 15.3.3 R or LR 16.3.4 R; or2

2. (2)

   is required to producea class 1 circular; or

3. (3)

   is producinga circular that proposes a reconstruction or a refinancing which does not constitute a class 1 transaction; or

4. (4)

   is producinga circular for the proposed purchase of own shares::

   1. (a)

      which does not constitute a class 1 circular; and

   2. (b)

      is required by LR 13.7.1R (2) to include a working capital statement; or

5. (5)

   is required to do so by the FSA because it appears to the FSA that there is, or there may be, a breach of the listing rules or the disclosure rules and transparency rules

   2

   by the listed company.

If a listed company is proposing to enter into a transaction which due to its size or nature could amount to a class 1 transaction or a reverse takeover it must obtain the guidance of a sponsor to assess the application of the listing rules anddisclosure rules and transparency rules.2

If a listed company is proposing to enter into a transaction which is, or may be, a related party transaction it must obtain the guidance of a sponsor in order to assess the application of the listing rules and disclosure rules and transparency rules.2