LR 8.2 When a sponsor must be appointed or its guidance obtained2
When a sponsor must be appointed
A company with, or applying for, a premium listing of its securities11 must appoint a sponsor on each occasion that it:4
5- (1)
is required to submit any of the following documents to the FCA in connection with6 an application for admission of securities11 5 to premium listing6:
66- (a)
a prospectus or supplementary prospectus13; or
671 - (b)
[deleted]12
6 - (c)
a summary document as required by article 1(5)(j) of the Prospectus Regulation13; or
6 - (d)
listing particulars referred to in LR 15.3.3 R, LR 16.3.4 R, LR 21.3.3R or LR 21.7.4R11 or supplementary listing particulars7; or2
66
- (a)
- (1A)
is required to publish a document under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation; or13
- (2)
is required to submit to the FCA6 a class 1 circular for approval6; or
6 - (3)
is required to submit to the FCA6 a circular that proposes a reconstruction or a refinancing which is required by LR 9.5.12 R to include a working capital statement6; or
6 - (4)
is required to submit to the FCA6a circular for the proposed purchase of own shares: which is required by LR 13.7.1R (2) to include a working capital statement; or6
[Note: This does not include a circular issued by a closed-ended investment company.]6
- (5)
is required to do so by the FCA because it appears to the FCA that there is, or there may be, a breach of the listing rules,6 the disclosure requirements10 or the6 transparency rules43
6432by the listed company; or6
6 - (6)
6is required by LR 11.1.10R (2)(b) to provide a listed company8 with a confirmation that the terms of the proposed related party transaction are fair and reasonable; or
8 - (7)
6is required to submit to the FCA a related party circular which is required by LR 13.6.1R (5) to include a statement by the board that the transaction or arrangement is fair and reasonable; or
- (8)
6is required by LR 8.4.3R (4) to submit to the FCA a letter from a sponsor in relation to the applicant's eligibility; or
- (9)
6is required to make an announcement or request a suspension in connection with a reverse takeover under LR 5.6.6 R; or
- (10)
6provides to the FCA a disclosure regime confirmation in connection with a reverse takeover under LR 5.6.12 G (1); or
- (11)
6makes a disclosure announcement in connection with a reverse takeover under LR 5.6.15 G that contains a declaration described in LR 5.6.15 G (3) or LR 5.6.15 G (4); or
- (12)
6submits to the FCA a letter in relation to the issuer's eligibility in connection with a reverse takeover under LR 5.6.23 G (2); or
- (13)
6provides confirmation to the FCA of its severe financial difficulty for the purposes of LR 10.8.3G (2); or
- (14)
6is required to provide an assessment of the appropriateness of an investment exchange or multilateral trading facility under LR 13.5.27B R; or9
- (15)
9is required to provide a written opinion to the FCA under LR 11 Annex 1 (8) (Joint investment arrangements).
4A company must appoint a sponsor where it applies to transfer its category of 11listing from:
5- (1)
a standard listing (shares) to a premium listing (commercial company); or5
- (2)
a standard listing (shares) to a premium listing (investment company); or5
- (3)
a premium listing (investment company) to a premium listing (commercial company); or
- (4)
a premium listing (commercial company) to a premium listing (investment company); or11
- (5)
a standard listing (shares) to a premium listing (sovereign controlled commercial company); or11
- (6)
a standard listing (certificates representing certain securities) to a premium listing (sovereign controlled commercial company); or11
- (7)
a premium listing (commercial company) to a premium listing (sovereign controlled commercial company); or11
- (8)
a premium listing (sovereign controlled commercial company) to a premium listing (commercial company); or11
- (9)
a premium listing (investment company) to a premium listing (sovereign controlled commercial company); or11
- (10)
a premium listing (sovereign controlled commercial company) to a premium listing (investment company).11
2Other transactions where a company with a premium listing must obtain a sponsor's guidance6
If a company with a premium listing 6 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, the6 disclosure requirements10 and the 6 transparency rules.32
63If a company with a premium listing6 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, the6 disclosure requirements10 and the 6 transparency rules3.2
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