LR 8.4 Role of a sponsor: transactions

LR 8.4.2 R to LR 8.4.6 R apply in relation to an application for admission of equity securities if an applicant does not have equity securities already listed and:

1. (1)

   the production of a prospectus is required; or

2. (2)

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

3. (3)

   the application is accompanied by a summary document as required byPR 1.2.3R (8).

A sponsor must not submit to the FSA an application on behalf of an applicant, in accordance with LR 3, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:

1. (1)

   the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;

2. (2)

   the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is not, or will not be, the United Kingdom;

3. (3)

   the directors of the applicant have established procedures which enable the applicant to comply with the listing rules and the disclosure rules and transparency rules on an ongoing basis;

4. (4)

   the directors of the applicant have established procedures which provide a reasonable basis for them to make proper judgments on an ongoing basis as to the financial position and prospects of the applicant and its group; and

5. (5)

   the directors of the applicant have a reasonable basis on which to make the working capital statement required by LR 6.1.16 R.

A sponsor must:

1. (1)

   submit a completed Sponsor's Declaration on an Application for Listing to the FSA either:

   1. (a)

      on the day the FSA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or

   2. (b)

      at a time agreed with the FSA, if the FSA is not approving the prospectus;

2. (2)

   submit a completed a Shareholder Statement or a Pricing Statement, as applicable, to the FSA by 9 a.m. on the day the FSA is to consider the application;

3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FSA in considering:

   1. (a)

      the application for listing; and

   2. (b)

      whether the admission of the equity shares would be detrimental to investors' interests;

   have been disclosed with sufficient prominence in the prospectus or otherwise in writing to the FSA; and

4. (4)

   submit a letter to the FSA setting out how the applicant satisfies the criteria in LR 2 (Requirements for listing - all securities) and LR 6 (Additional requirements for listing for equity securities) no later than when the first draft of the prospectus is submitted (or, if the FSA is not approving a prospectus, at a time to be agreed with the FSA).

[Note: the Sponsor's Declaration on an Application for Listing, the Shareholder Statement and the Pricing Statement forms can be found on the UKLA section of the FSA website.]

A sponsor must:

1. (1)

   ensure that no equity shares are placed with connected clients of the sponsor or of any securities house or other intermediary assisting with the offer, unless placed with a market maker or fund manager for the purpose of its business as such;

2. (2)

   ensure that the results of any marketing, including the basis of allotment where applicable, are notified to a RIS before admission is expected to become effective; and

3. (3)

   ensure that if, after an offer for sale, offer for subscription, placing or intermediaries offer, any of the listed company's advisers or any intermediary becomes interested in 3% or more of any class of equity shares being marketed (calculated exclusive of treasury shares) the interest is notified to a RIS before admission is expected to become effective.

1. (1)

   For the purposes of LR 8.4.5R (3) an adviser or intermediary:

   1. (a)

      will usually be regarded as having an interest if any market maker in the group of companies to which the adviser or intermediary belongs holds any equity shares of the applicant; and

   2. (b)

      will not have an interest if the holding of the market maker arises solely from holdings of equity shares held on behalf of clients.

2. (2)

   In assessing the percentage size of the interest, the equity shares being marketed are to be treated as having already been issued.

LR 8.4.8 R to LR 8.4.10 G apply in relation to an application for admission of equity securities of an applicant that has equity securities already listed.

A sponsor must not submit to the FSA an application on behalf of an applicant, in accordance with LR 3 (Listing applications), unless it has come to a reasonable opinion, after having made due and careful enquiry, that:

1. (1)

   the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;

2. (2)

   the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is not, or will not be, the United Kingdom; and

3. (3)

   the directors of the applicant have a reasonable basis on which to make the working capital statement required by LR 6.1.16 R or a qualified working capital statement in accordance with LR 6.1.17 G (as the case may be).1

A sponsor must:

1. (1)

   submit a completed Sponsor's Declaration on an Application for Listing to the FSA either:

   1. (a)

      on the day the FSA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; and

   2. (b)

      at a time agreed with the FSA if the FSA is not approving the prospectus;

2. (2)

   submit a completed Shareholder Statement or aPricing Statement, as applicable, to the FSA by 9 a.m. on the day the FSA is to consider the application; and

3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FSA in considering the application for listing have been disclosed with sufficient prominence in the prospectus or otherwise in writing to the FSA.

Note: The Sponsor's Declaration on an Application for Listing, the Shareholder Statement and the Pricing Statement forms can be found on the UKLA section of the FSA's website.

LR 8.4.12 R to LR 8.4.13 R apply in relation to transactions involving a listed company of equity shares with a primary listing that:

1. (1)

   is required to produce a class 1 circular;

2. (2)

   is producing a circular that proposes a reconstruction or a re-financing which does not constitute a class 1 transaction; or

3. (3)

   is producing a 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.

A sponsor must not submit to the FSA, on behalf of a listed company, an application for approval ofa circular regarding a transaction set out in LR 8.4.11 R, unless the sponsor has come to a reasonable opinion, after having made due and careful enquiry, that:

1. (1)

   the listed company has satisfied all requirements of the listing rules relevant to the production of a class 1 circular or other circular;

2. (2)

   the transaction will not have an adverse impact on the listed company's ability to comply with the listing rules or the disclosure rules and transparency rules; and

3. (3)

   the directors of the listed company have a reasonable basis on which to make the working capital statement required by LR 9.5.12 R, LR 13.4.1 R or LR 13.7.1 R.

A sponsor acting on a transaction falling within LR 8.4.11 R must:

1. (1)

   submit a completed Sponsor's Declaration for the Production of a Circular to the FSA on the day the circular is to be approved by the FSA and prior to the time the circular is approved;

2. (2)

   submit a completed Pricing Statement, if applicable, to the FSA by 9 a.m on the day the FSA is to consider the application; and

3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FSA in considering the transaction have been disclosed with sufficient prominence in the documentation or otherwise in writing to the FSA.

Note: The Sponsor's Declaration for the Production of a Circular and the Pricing Statement forms can be found on the UKLA section of the FSA website.