LR 8.4 Role of a sponsor: transactions

LR 8.4.2 R to LR 8.4.4 G2 apply in relation to an application for admission of securities11 to premium listing6 5if an applicant does not have securities11 already admitted to premium listing ,68 the conditions in LR 6.1.1R(1), LR 6.1.1R(2), LR 21.2.5R(1), LR 21.2.5R(2), LR 21.6.13R(1) or LR 21.6.13R(2)11 do not apply and8, in connection with the application, the applicant is required to publish a document under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation or is13 required to submit to the FCA:

1. (1)

   a prospectus or supplementary prospectus13; or

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2. (2)

   a certificate of approval from another competent authority; or

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3. (3)

   a summary document under8 article 1(5)(j) of the Prospectus Regulation13; or6

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4. (4)

   6listing particulars or supplementary listing particulars under8 LR 15.3.3 R or LR 16.3.4 R.

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A sponsor must not submit to the FCA 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 requirements9 and transparency rules3 on an ongoing basis;

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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 which demonstrates that LR 6.7.1R is satisfied.10

A sponsor must:

1. (1)

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

   2
   1. (a)

      on the day the FCA 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 FCA, if the FCA is not approving the prospectus13;

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2. (2)

   submit a completed Shareholder Statement or Pricing Statement, as applicable, to the FCA by 9 a.m. on the day the FCA 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 FCA in considering:

   1. (a)

      the application for listing; and

   2. (b)

      whether the admission of the securities11 would be detrimental to investors' interests;

   have been disclosed with sufficient prominence in the prospectus or a document published under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation13 or otherwise in writing to the FCA; and

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4. (4)

   submit a letter to the FCA setting out how the applicant satisfies the criteria in LR 2 (Requirements for listing - all securities),2 LR 6 (Additional requirements for premium listing (commercial company))5 and, if applicable, LR 15, LR 16 or LR 21,11 no later than when the first draft of the prospectus or listing particulars 2is submitted (or, if the FCA is not approving a prospectus13, at a time to be agreed with the FCA).

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[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 FCA's website.]

LR 8.4.8 R to LR 8.4.10 G apply in relation to an application for admission of premium listed securities11 of an applicant that has securities11 already premium listed11 or in circumstances in which LR 6.1.1R(1), LR 6.1.1R(2), LR 21.2.5R(1),LR 21.2.5R(2), LR 21.6.13R(1) or LR 21.6.13R(2)11 applies.

A sponsor must not submit to the FCA 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:11

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   1. (a)

      that is, in the case of equity shares, required to be included in the applicant’s prospectus or listing particulars and submitted to the FCA in accordance with LR 3.3.2R(2); or11

   2. (b)

      that is, in the case of certificates representing shares, 11

      1. (i)

         included in the applicant’s prospectus or listing particulars for the certificates representing shares that are being admitted, or11

      2. (ii)

         required to be published by the applicant in accordance with LR 21.8.27R(2).11

A sponsor must:

1. (1)

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

   1. (a)

      on the day the FCA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or1

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   2. (b)

      at a time agreed with the FCA if the FCA is not approving the prospectus or if it is determining whether a document is an equivalent document1;

2. (2)

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

   2
3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FCA in considering the application for listing have been disclosed with sufficient prominence in the prospectus or a document published under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation13 or otherwise in writing to the FCA.

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[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 FCA's website.]

LR 8.4.12 R to LR 8.4.13 R apply in relation to transactions involving an issuer with 5 a premium listing 4 11that is required to submit to the FCA for approval8:

1. (1)

   a class 1 circular; or4

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2. (2)

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

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3. (3)

   a circular for the proposed purchase of own shares:8

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   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 FCA, on behalf of a listed company, a circular regarding a transaction set out in LR 8.4.11 R for approval8, 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 requirements9 and transparency rules;3 and2

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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 FCA on the day the circular is to be approved by the FCA and prior to the time the circular is approved;

2. (2)

   submit a completed Pricing Statement, if applicable, to the FCA by 9 a.m on the day the FCA 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 FCA in considering the transaction have been disclosed with sufficient prominence in the documentation or otherwise in writing to the FCA.

[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 FCA's website.]

In relation to a proposed transfer under LR 5.4A, if a sponsor is appointed6 in accordance with LR 8.2.1A R, it6 must:

1. (1)

   submit a letter to the FCA setting out how the issuer satisfies each listing rule requirement relevant to the category of listing to which it wishes to transfer, by no later than when the first draft of the circular or announcement required under LR 5.4A is submitted;

2. (2)

   submit a completed Sponsor’s Declaration for a Transfer of Listing7 to the FCA for the proposed transfer on the day the circular or announcement is to be approved by the FCA and before it is approved; and

3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FCA in considering the transfer between listing categories have been disclosed with sufficient prominence in the circular or announcement referred to in LR 5.4A or otherwise in writing to the FCA.

A sponsor must not submit to the FCA on behalf of an issuer a final circular or announcement for approval or a Sponsor’s Declaration for a Transfer of Listing7, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:

1. (1)

   the issuer satisfies all eligibility requirements of the listing rules that are relevant to the new category to which it is seeking to transfer;

2. (2)

   the issuer has satisfied all requirements relevant to the production of the circular required under LR 5.4A.4 R or the announcement required under LR 5.4A.5 R (whichever is relevant);

3. (3)

   the directors of the issuer have established procedures which enable the issuer to comply with the listing rules, the disclosure requirements9 and the transparency rules on an ongoing basis;

4. (4)

   the directors of the issuer 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 issuer and its group; and

5. (5)

   the directors of the issuer have a reasonable basis on which to make the working capital statement (if any) required in connection with the transfer.

LR 8.4.15R (3), LR 8.4.15R (4) and LR 8.4.15R (5) do not apply in relation to an issuer that was required to meet these requirements under its existing listing category.

6A sponsor acting on a reverse takeover where the issuer decides to make a disclosure announcement under LR 5.6.15 G must:

1. (1)

   submit to the FCA under LR 5.6.17 R a completed Sponsor’s Declaration for a Reverse Takeover Announcement7;

2. (2)

   not submit to the FCA the Sponsor’s Declaration for a Reverse Takeover Announcement7 unless it has come to a reasonable opinion, after having made due and careful enquiry, that it is reasonable for the issuer to provide the declarations described in LR 5.6.15 G (3) and LR 5.6.15 G (4); and

3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FCA in considering a proposed disclosure announcement under LR 5.6.15 G have been disclosed with sufficient prominence in the announcement or otherwise in writing to the FCA.

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[Note: The Sponsor's Declaration for a Reverse Takeover Announcement can be found on the UKLA section of the FCA website.]8