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 guidance2 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

   4. (d)

      requires the production of listing particulars and is referred to in LR 15.3.3 R or LR 16.3.4 R; or2

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 andtransparency rules3

   432

   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 the listing rules anddisclosure rules and transparency rules.32

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 the listing rules and disclosure rules and transparency rules3.2

A1sponsor must in relation to a sponsor service:1

1. (1)

   referred to in LR 8.2.1 R, 1provide 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)

   referred to in LR 8.2.1 R, LR 8.2.2 R or LR 8.2.3 R, 1guide the listed company or applicant in understanding and meeting its responsibilities under the listing rules anddisclosure rules and transparency rules.21

   12

A sponsor must in relation to a sponsor service act with due care and skill.1

Where, in relation to a sponsor service,1 a sponsor gives any guidance or advice to a listed company or applicant on 1 the application or interpretation of the listing rules or disclosure rules and transparency rules2, the sponsor must take reasonable steps to satisfy itself that the director or directors of the listed company understand their responsibilities and obligations 1under the listing rules and disclosure rules and transparency rules.21

A sponsor must at all times (whether in relation to a sponsor service or otherwise):1

1. (1)

   deal with the FSA in an open and co-operative way; and1

2. (2)

   deal with all enquiries raised by the FSA promptly.1

   1
3. (3)

   [deleted]1

   1

1A sponsor must in relation to a sponsor service 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 concerns non-compliance with the listing rules or disclosure rules and transparency rules2.

1A sponsor must take all reasonable steps to identify conflicts of interest that could adversely affect its ability to perform its functions properly under this chapter.

1A sponsor must take all reasonable steps to put in place and maintain effective organisational and administrative arrangements that ensure conflicts of interest do not adversely affect its ability to perform its functions properly under this chapter.

1If, in relation to a transaction, a sponsor is not reasonably satisfied that its organisational and administrative arrangements will ensure that a conflict of interest will not adversely affect its ability to perform its functions properly under this chapter, it must decline to provide sponsor services on the transaction.

1If a listed company or applicant appoints more than one sponsor to provide sponsor services in relation to a transaction then:

1. (1)

   the appointment does not relieve either of the appointed sponsors of their obligations under LR 8; and

2. (2)

   the sponsors are each responsible for complying with the obligations under this section and elsewhere inLR 8 in relation to the transaction.

LR 8.4.2 R to LR 8.4.4 G2 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 rules3 on an ongoing basis;

   23
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 FSA2 either:

   2
   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 Shareholder Statement or 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),2LR 6 (Additional requirements for listing for equity securities) and, if applicable, LR 15 or LR 16,2 no later than when the first draft of the prospectus or listing particulars2is 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).

   2

[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.]

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 Pricing Statement, as applicable, to the FSA by 9 a.m. on the day the FSA 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 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;3 and2

   23
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 any 2sponsor 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 takes primaryresponsibility for contact with the FSA in respect of the entire application or transaction; and2

2. (2)

   inform the FSA, in writing, of the name and contact details of the sponsor taking responsibility under LR 8.5.3R (1)22.

A person wanting to provide sponsor services4, 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; and4

2. (2)

   [deleted]4

   4
3. (3)

   the application fee set out in 1FEES 31

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

A person wanting to provide sponsor services4and 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 :

1. (1)

   is 4an authorised person or a member of a designated professional body;

2. (2)

   is 4competent to performsponsor services4; and

3. (3)

   has appropriate 4systems and controls in place to ensure that it cancarry out its role as a sponsor in accordance with this chapter4.

   4

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

A person4will be competent toprovide sponsor services4 if it has a broad range of relevant experience and expertise in providing advice to listed companies and on the listing rules.

4A sponsor must carry out a regular review to ensure that:

1. (1)

   it continues to be competent to provide sponsor services; and

2. (2)

   it has appropriate systems and controls in place to ensure that it can continue to carry out its role as a sponsor in accordance with this chapter.

4A sponsor must create, and retain for 6 years, adequate records to demonstrate that it has carried out the regular reviews referred to in LR 8.6.17 R setting out the basis upon which it has reached any conclusions about whether it continues to meet the criteria in that rule.

4For each transaction for which it provides sponsor services, a sponsor must:

1. (1)

   notify the FSA as soon as practicableof the name and contact details of the maincontactperson or persons in the sponsor for that transaction; and

2. (2)

   ensure that thecontact person or persons:

   1. (a)

      have sufficient knowledge about the listed company or applicant and the proposed transactionto be able to answer queries from the FSA about it; and

   2. (b)

      are available to answer queries from the FSA on any business day between 8am and 6pm.

1. (1)

   5The FSA may by notice in writing given to a sponsor, or a person applying for approval as a sponsor, require it to provide specified documents or specified information to the FSA.

2. (2)

   The sponsor, or the person applying for approval as a sponsor, must as soon as practicable provide to the FSA any documents or information that it has been required to provide under (1).

3. (3)

   This rule applies only to documents or information reasonably required by the FSA in connection with the performance of its functions in relation to a sponsor, a person applying for approval as a sponsor or a company that has appointed a sponsor.

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; and5

2. (1A)

   for each of the criteria in that rule, detailsof the basis upon which it considers that it meets the criteria.5

3. (2)

   [deleted]5

   5
4. (3)

   [deleted]5

   5
5. (4)

   [deleted]5

   5

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 who provide sponsor services,5 are:

   5
   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 who providesponsor services5are 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

   5
4. (4)

   the sponsor, or any of its employees who provide sponsor services,5 are subject to any public criticism, regulatory intervention or disciplinary action:

   5
   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)

   [deleted]5

   5
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 8.6.17 R5 reveals any material deficiencies in the sponsor's systems and controls; or2

   52
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

1. (1)

   Each time a sponsor is appointed to act as a sponsor as required by the listing rules it must complete a Conflicts Declaration. 5

   5
2. (2)

   The completed Conflicts Declaration5 must be submitted to the FSA at the same time as any documents in connection with a transaction are first submitted to the FSA.

   5

[Note: The Conflicts Declaration5form can be found on the UKLA section of the FSA's website.]

If, after submitting a Conflicts Declaration5 but prior to the day of approval of the prospectus, listing particulars5 or circular, a sponsor becomes aware that it is no longer able to comply with LR 8.3.9 R or LR 8.3.11 R,5 it must notify the FSA immediately. Details 5 must be confirmed promptly 5to the FSA in writing.

On the day of approval of the prospectus, listing particulars5 or circular:

1. (1)

   a written confirmation that there has been no material change to the Conflicts Declaration;5or

   5
2. (2)

   an updated Conflicts Declaration5 reflecting any and all changes;

   5

must be submitted to the FSA.

A sponsor must5 not delegate any of its functions as such, or permit another person to perform those functions, unless that 5person is 5on the list of sponsors.

1. (1)

   A sponsor that delegates any of its functions or permits another sponsor to perform its functions5 is not relieved of its obligations under the listing rules.

   5
2. (2)

   A sponsor that performs any function on behalf of 5another sponsor must comply with the requirements set out in LR 8.3.

   55

A sponsor must notify the FSA in writing as soon as practicable before another sponsor performs functions on its behalf 5of:

1. (1)

   the identity of that sponsor;5 and

   5
2. (2)

   a detailed description of the functions that the sponsor is to perform on its behalf.5

   5

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.