1A sponsor and a person which is applying for approval as a sponsor must comply with:

1. (1)

   LR 8.3 to LR 8.4; and

2. (2)

   LR 8.6 to LR 8.7.

A company with, or applying for, a primary listingof its equity securities must comply with LR 8.2 (When a sponsor must be appointed or its assistance obtained) and LR 8.5 (Responsibilities of listed companies).

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

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

   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 LR 10.

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 LR 11.

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.

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.

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.

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.

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'sgroup 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'sgroup; or

   2. (b)

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

   3. (c)

      a business relationship with, or financial interest in the listed company or applicant or any other company in the listedcompany'sgroup that would give the sponsor or the sponsor'sgroup 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'sgroup:

   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'sgroup.

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 or equivalent document1is 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 or if it is determining whether a document is an equivalent document1;

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 equivalent document1or 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 or if it is determining whether a document is an equivalent document1, 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; or1

      1
   2. (b)

      at a time agreed with the FSA if the FSA 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 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 equivalent document1or 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.

A listed company or applicant must ensure that1 the FSA is informed 1promptly of the name and contact details of asponsor appointed in accordance with the listing rules (either by the listed company or applicant or by the sponsor itself)1.

1. (1)

   A listed company or applicant must notify the FSA in writing immediately of the resignation or dismissal of any sponsor that it had appointed.

2. (2)

   In the case of a dismissal, the reasons for the dismissal must be included in the notification.

3. (3)

   The notification must be copied to the sponsor.

Where a listed company or applicant appoints more than one sponsor , the company must:

1. (1)

   ensure that one of the sponsors that is appointed:

   1. (a)

      takes primary responsibility for contact with the FSA in respect of the entire application or transaction; and

   2. (b)

      appoints a suitably experienced employee, whose name appears on the list described in LR 8.6.15 R to liaise with the FSA; and

2. (2)

   inform the FSA, in writing, of the name and contact details of the sponsor taking responsibility under LR 8.5.3R (1)(a).

The appointment of more than one sponsor does not relieve any of the sponsors so appointed of their obligations under the listing rules.

A person wanting to provide services as a sponsor , and to be included on the list of sponsors, must apply to the FSA for approval as a sponsor by submitting the following to the Sponsor Supervision Team at the FSA address:

1. (1)

   a completed Sponsor Firm Application Form;

2. (2)

   completed Sponsor Employee Application Forms; and

3. (3)

   the application fee set out in 1FEES 31

[Note: The Sponsor's Firm Application Form and the Sponsor Employee Application Formcan be found on the UKLA section of the FSA's website.]

A person wanting to provide services as a sponsor and be included on the list of sponsors must also submit:

1. (1)

   all additional documents, explanations and information as required by the FSA; and

2. (2)

   verification of any information in such a manner as the FSA may specify.

The FSA will approve a person as a sponsor only if it is satisfied that the person is:

1. (1)

   an authorised person or a member of a designated professional body;

2. (2)

   competent to perform the services set out in LR 8.2, LR 8.3 and LR 8.4; and

3. (3)

   has adequatesystems and controls in place to ensure that it cancarry out its role as a sponsor.

A sponsor must comply, at all times, with the criteria set out in LR 8.6.5 R.

A sponsor will be competent to perform the services set out in LR 8.2, LR 8.3 and LR 8.4 if it has a broad range of relevant experience and expertise in providing advice to listed companies and on the listing rules.

A sponsor must have a sufficient number of suitably experienced employees to provide the services described in LR 8.2, LR 8.3 and LR 8.4 to a competent standard at all times.

A sponsor must keep an up to date list of all suitably experienced employees on whom it relies to demonstrate that it satisfies the criteria set out in LR 8.6.5 R.

A sponsor must pay the annual fee set out in 1FEES 41 in order to remain on the list of sponsors.

A sponsor must provide to the FSA on an annual basis:

1. (1)

   written confirmation that it continues to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R;

2. (2)

   an up to date list of employees that are suitably experienced on whom the sponsor can rely to demonstrate that it satisfies the criteria set out in LR 8.6.5 R;

3. (3)

   for each employee whose name is on the list maintained by the sponsor under LR 8.6.15 R, details of the transactions on which the employee has acted in the previous 12 months; and

4. (4)

   a list of transactions on which the sponsor was appointed as agent under LR 8.7.16 R, if applicable.

A sponsor must notify the FSA in writing as soon as possible if:

1. (1)

   the sponsor ceases to satisfy the criteria for approval as a sponsor set out in LR 8.6.5 R; or

2. (2)

   the sponsor, or any of its employees whose names are on the list maintained by the sponsor under LR 8.6.15 R, are:

   1. (a)

      convicted of any offence involving fraud, theft or other dishonesty; or

   2. (b)

      the subject of a bankruptcy proceeding, a receiving order or an administration order; or

3. (3)

   any of its employees whose names are on the list maintained by the sponsor under LR 8.6.15 Rare disqualified by a court from acting as a director of a company or from acting in a management capacity or conducting the affairs of any company; or

4. (4)

   the sponsor, or any of its employees whose names are on the list maintained by the sponsor under LR 8.6.15 R, are subject to any public criticism, regulatory intervention or disciplinary action:

   1. (a)

      by the FSA; or

   2. (b)

      by any designated professional body; or

   3. (c)

      by any body that is comparable to the FSA or a designated professional body; or

   4. (d)

      under any comparable legislation in any jurisdiction outside the United Kingdom; or

5. (5)

   the sponsor resigns or is dismissed by a listed company or applicant, giving details of any relevant facts or circumstances;

6. (6)

   the sponsor changes its name; or

7. (7)

   the list of employees that are suitably experienced to enable the sponsor to demonstrate that it satisfies the criteria set out in LR 8.6.5 R is amended, either because an employee is added to or is removed from the list; or

8. (8)

   a listed company or applicant denies the sponsor access to documents or information that have been the subject of a reasonable request by the sponsor; or

9. (9)

   a review carried out under LR 8.6.14 G reveals any material deficiencies in the sponsor's systems and controls; or2

   2
10. (10)

    there is a change of control of the sponsor, or the sponsor'sgroup carries out any restructuring, which results in a re-organisation of the directors, partners or employees involved in providing services as a sponsor.2

Each time a sponsor is appointed to act for a listed company or applicant as required by the listing rules it must inform the FSA as soon as possible of the name of the suitably experienced employee, whose name appears on the list described in LR 8.6.15 R8.7.8A, who has been appointed by the sponsor to liaise with the FSA.

1. (1)

   Each time a sponsor is appointed to act as a sponsor as required by the listing rules it must complete a Confirmation of Independence.

2. (2)

   The completed Confirmation of Independence must be submitted to the FSA at the same time as any documents in connection with a transaction are first submitted to the FSA.

[Note: The Confirmation of Independenceform can be found on the UKLA section of the FSA's website.]

If, after submitting a Confirmation of Independence but prior to the day of approval of the prospectus or circular, a sponsor becomes aware that it is not independent of the listed company or applicant or the transaction, it must notify the FSA immediately. The details of the lack of independence must be confirmed to the FSA in writing.

On the day of approval of the prospectus or circular:

1. (1)

   a written confirmation that there has been no material change to the Confirmation of Independence;or

2. (2)

   an updated Confirmation of Independence reflecting any and all changes;

must be submitted to the FSA.

A sponsor may not delegate any of its functions as such, except to another person on the list of sponsors.

1. (1)

   A sponsor that delegates any of its functions under LR 8.7.16 R is not relieved of its obligations under the listing rules.

2. (2)

   A sponsor that has been appointed as an agent by another sponsor under LR 8.7.16 R must comply with the requirements set out in LR 8.3.

A sponsor must notify the FSA in writing of:

1. (1)

   the identity of any delegate appointed under LR 8.7.16 R; and

2. (2)

   a detailed description of the scope of any delegation made under LR 8.7.16 R.

If the FSA considers that a sponsor has breached any provision of the listing rules and considers it appropriate to impose a sanction it will publish a statement censuring the sponsor.

A request by a sponsor for its approval as a sponsor to be cancelled must be in writing and must include:

1. (1)

   the sponsor's name;

2. (2)

   a clear explanation of the background and reasons for the request;

3. (3)

   the date on which the sponsor requests the cancellation to take effect;

   4
4. (4)

   a signed confirmation that the sponsor will not participate in any services described in LR 8.2 as of the date the request is submitted to the FSA; and

5. (5)

   the name and contact details of the person at the sponsor with whom the FSA should liaise with in relation to the request.