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LR 8.3 Role of a sponsor: general

Responsibilities of a sponsor

LR 8.3.1RRP

Where a sponsor has been appointed under LR 8.2 by a listed company or an applicant, a sponsor must:

  1. (1)

    provide assurance to the FSA when required that the responsibilities of the listed company or applicant under the listing rules have been met; and

  2. (2)

    guide the listed company or applicant in understanding and meeting its responsibilities under the listing rules anddisclosure rules and transparency rules.

LR 8.3.2GRP

A sponsor will be the main point of contact with the FSA for any matter where the sponsor has been appointed by a listed company or applicant. The FSA expects to discuss all issues relating to a transaction and any draft or final document directly with the sponsor. However, in appropriate circumstances, the FSA will communicate directly with the listed company or applicant.

Principles for sponsors: due care and skill

LR 8.3.3RRP

A sponsor must provide:

  1. (1)

    any service as set out in LR 8.4; or

  2. (2)

    any assurance, guidance or advice to a listed company or applicant in relation to the application or interpretation of the listing rules and disclosure rules and transparency rules;

with due care and skill.

Principles for sponsors: duty regarding directors of listed companies

LR 8.3.4RRP

Where a sponsor gives any guidance or advice to a listed company or applicant in relation to the application or interpretation of the listing rules or disclosure rules and transparency rules, the sponsor must take reasonable steps to satisfy itself that the director or directors of the listed company understand the nature and extent oftheir responsibilities under the listing rules and disclosure rules and transparency rules.

Principles for sponsors: relations with the FSA

LR 8.3.5RRP

A sponsor must:

  1. (1)

    deal with the FSA in an open and co-operative way;

  2. (2)

    deal with all enquiries raised by the FSA promptly.; and

  3. (3)

    disclose to the FSA in a timely manner any material information relating to the sponsor or to a listed company or applicant of which it has knowledge which addresses non-compliance with the listing rules or disclosure rules and transparency rules.

Principles for sponsors: independence

LR 8.3.6R
  1. (1)

    A sponsor must be independent of the listed company or applicant where a sponsor provides any service, assurance, guidance or advice and in any event must not act if the sponsor or another company in the sponsor's group has:

    1. (a)

      an interest in, or a holding that is referenced to, 30% or more of the equity shares of the listed company or applicant or any other company in that company's group; or

    2. (b)

      a significant interest in the debt securities of a listed company or applicant or any other company in that company's group; or

    3. (c)

      a business relationship with, or financial interest in the listed company or applicant or any other company in the listed company's group that would give the sponsor or the sponsor's group a material interest in the outcome of the transaction.

  2. (2)

    Any interest that arises as a result of the sponsor's discretionary client holdings is not to be included in the determination of the threshold set out in LR 8.3.6R (1)(a).

  3. (3)

    A sponsor will not be independent of a listed company or applicant if a director, partner or employee of the sponsor or another company in the sponsor's group:

    1. (a)

      is involved in the provision of sponsor services; and

    2. (b)

      has a material interest in the listed company or applicant or any other company in that company's group.

LR 8.3.7G
  1. (1)

    A sponsor and the sponsor's group should have a sufficient degree of independence from the listed company or applicant and from the transaction so that the role of the sponsor can be discharged in a way that will not:

    1. (a)

      affect the outcome of the transaction; or

    2. (b)

      affect the nature of the advice given to the listed company or applicant; or

    3. (c)

      be perceived to have affected either the outcome of the transaction or the nature of the advice given to the listed company or applicant.

  2. (2)

    In cases where a company in, or an employee of, the sponsor's group has an interest or a relationship that may be perceived to cause a conflict it may be possible to demonstrate to the FSA that adequate separation exists in respect of the transaction.