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UKLR 1.1 Introduction

Application

UKLR 1.1.1 R

1 UKLR applies as follows:

  1. (1)

    all of UKLR (other than UKLR 24) applies to an issuer; and

  2. (2)

    UKLR 1 and UKLR 24 apply to a sponsor and a person applying for approval as a sponsor.

[Note: The following table provides a general indication of which chapters in UKLR are relevant to applicants, issuers, listed companies, sponsors and persons applying to be sponsors. The table does not provide definitive guidance as to the provisions which will be relevant to a particular person, nor does it take account of exceptions that may apply in respect of particular persons.]

UKLR 1 – Preliminary: all securities

Applies to all issuers, sponsors and persons applying for approval as a sponsor.

UKLR 2 – Listing Principles

Applies to all listed companies.

UKLR 3 – Requirements for listing: all securities

Applies to all applicants for admission to listing unless a rule is specified only to apply to a particular type of applicant or security.

UKLR 4 – Sponsors: responsibilities of issuers

Applies to issuers with a listing and applicants for admission to listing in the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category.

UKLR 5 – Equity shares (commercial companies): requirements for admission to listing

Applies to applicants for admission to listing in the equity shares (commercial companies) category.

UKLR 6 – Equity shares (commercial companies): continuing obligations

Applies to companies with a listing in the equity shares (commercial companies) category.

UKLR 7 – Equity shares (commercial companies): significant transactions and reverse takeovers

Applies to companies with a listing in the equity shares (commercial companies) category.

UKLR 8 – Equity shares (commercial companies): related party transactions

Applies to companies with a listing in the equity shares (commercial companies) category.

UKLR 9 – Equity shares (commercial companies): further issuances, dealing in own securities and treasury shares

Applies to companies with a listing in the equity shares (commercial companies) category.

UKLR 10 – Equity shares (commercial companies): contents of circulars

Applies to companies with a listing in the equity shares (commercial companies) category.

UKLR 11 – Closed-ended investment funds: requirements for listing and continuing obligations

Applies to issuers with a listing and applicants for admission to listing in the closed-ended investment funds category.

UKLR 12 – Open-ended investment companies: requirements for listing and continuing obligations

Applies to issuers with a listing and applicants for admission to listing in the open-ended investment companies category.

UKLR 13 – Equity shares (shell companies): requirements for listing and continuing obligations

Applies to issuers with a listing and applicants for admission to listing in the equity shares (shell companies) category.

UKLR 14 – Equity shares (international commercial companies secondary listing): requirements for listing and continuing obligations

Applies to issuers with a listing and applicants for admission to listing in the equity shares (international commercial companies secondary listing) category.

UKLR 15 – Certificates representing certain securities (depositary receipts): requirements for listing and continuing obligations

Applies to issuers with a listing and applicants for admission to listing in the certificates representing certain securities category.

UKLR 16 – Non-equity shares and non-voting equity shares: requirements for listing and continuing obligations

Applies to issuers with a listing and applicants for admission to listing in the non-equity shares and non-voting equity shares category.

UKLR 17 – Debt and debt-like securities: continuing obligations

Applies to issuers with a listing in the debt and debt-like securities category.

UKLR 18 – Securitised derivatives: requirements for listing and continuing obligations

Applies to issuers with a listing and applicants for admission to listing in the securitised derivatives category.

UKLR 19 – Warrants, options and other miscellaneous securities: continuing obligations

Applies to issuers with a listing in the warrants, options and other miscellaneous securities category.

UKLR 20 – Admission to listing: processes and procedures

Applies to applicants for admission to listing.

UKLR 21 – Suspending, cancelling and restoring listing and transfer between listing categories: all securities

Applies to all issuers.

UKLR 22 – Equity shares (transition): continuing obligations

Applies to companies with a listing in the equity shares (transition) category.

UKLR 23 – Listing particulars for professional securities market and certain other securities: all securities

Applies to applicants for admission to listing which are required to prepare listing particulars.

UKLR 24 – Sponsors

Applies to sponsors and persons applying for approval as a sponsor.

[Note: Other parts of the Handbook that may also be relevant to issuers or sponsors include the Disclosure Guidance and Transparency Rules sourcebook (DTR), the Prospectus Regulation Rules sourcebook (PRR), the Conduct of Business sourcebook (COBS), the Decision Procedure and Penalties manual (DEPP), Chapter 9 of the Supervision manual (SUP) and General Provisions (GEN).

The Enforcement Guide (EG) may also be relevant to issuers or sponsors.]

UKLR 1.2 Modifying rules and consulting the FCA

Modifying or dispensing with rules

UKLR 1.2.1 R
  1. (1)

    1The FCA may dispense with or modify the listing rules in such cases and by reference to such circumstances as it considers appropriate (subject to the Act).

  2. (2)

    A dispensation or modification may be either unconditional or subject to specified conditions.

  3. (3)

    If an issuer or sponsor has applied for, or been granted, a dispensation or modification, it must notify the FCA immediately it becomes aware of any matter which is material to the relevance or appropriateness of the dispensation or modification.

  4. (4)

    The FCA may revoke or modify a dispensation or modification.

UKLR 1.2.2 R
  1. (1)

    1An application to the FCA to dispense with or modify a listing rule must be in writing.

  2. (2)

    The application must:

    1. (a)

      contain a clear explanation of why the dispensation or modification is requested;

    2. (b)

      include details of any special requirements – for example, the date by which the dispensation or modification is required;

    3. (c)

      contain all relevant information that should reasonably be brought to the FCA’s attention;

    4. (d)

      contain any statement or information that is required by the listing rules to be included for a specific type of dispensation or modification; and

    5. (e)

      include copies of all documents relevant to the application.

UKLR 1.2.3 G

1An application to dispense with or modify a listing rule should ordinarily be made:

  1. (1)

    for a listing rule that is a continuing obligation, at least 5 business days before the proposed dispensation or modification is to take effect; and

  2. (2)

    for any other listing rule, at least 10 business days before the proposed dispensation or modification is to take effect.

Early consultation with the FCA

UKLR 1.2.4 G

1An issuer or sponsor should consult with the FCA at the earliest possible stage if it:

  1. (1)

    is in doubt about how the listing rules apply in a particular situation; or

  2. (2)

    considers that it may be necessary for the FCA to dispense with or modify a listing rule.

UKLR 1.2.5 G

Where a listing rule refers to consultation with the FCA, submissions should be made in writing other than in circumstances of exceptional urgency or in the case of a submission from a sponsor in relation to the provision of a sponsor service.

Address for correspondence

The Financial Conduct Authority

12 Endeavour Square

London, E20 1JN

Tel: 020 7066 8333

[Note:https://www.fca.org.uk/markets/primary-markets/contact/request-individual-guidance]

UKLR 1.3 Information gathering and publication

Information gathering

UKLR 1.3.1 R

1An issuer must provide to the FCA as soon as possible:

  1. (1)

    any information and explanations that the FCA may reasonably require to decide whether to grant an application for admission;

  2. (2)

    any information that the FCA considers appropriate to protect investors or ensure the smooth operation of the market; and

  3. (3)

    any other information or explanation that the FCA may reasonably require to verify whether listing rules, disclosure requirements, transparency rules and corporate governance rules are being and have been complied with.

The FCA may require issuer to publish information

UKLR 1.3.2 R
  1. (1)

    1The FCA may, at any time, require an issuer to publish such information in such form and within such time limits as it considers appropriate to protect investors or to ensure the smooth operation of the market.

  2. (2)

    If an issuer fails to comply with a requirement under (1), the FCA may itself publish the information (after giving the issuer an opportunity to make representations as to why it should not be published).

Misleading information not to be published

UKLR 1.3.3 R

1An issuer must take reasonable care to ensure that any information it notifies to a RIS or makes available through the FCA is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.

Notification when a RIS is not open for business

UKLR 1.3.4 R

1If an issuer is required to notify information to a RIS at a time when a RIS is not open for business, it must distribute the information as soon as possible to:

  1. (1)

    not less than 2 national newspapers in the United Kingdom;

  2. (2)

    2 newswire services operating in the United Kingdom; and

  3. (3)

    a RIS for release as soon as it opens.

Key persons contact details

UKLR 1.3.5 R
  1. (1)

    1An issuer must ensure that the FCA is provided, at all times, with up-to-date contact details of at least 2 of its executive directors (or, where the issuer has no executive directors, at least 2 of its directors), including their name, business telephone number and business email address. Where the issuer has only 1 executive director or has only 1 director, then the issuer must ensure the FCA is provided with the details of this director.

  2. (2)

    The issuer must notify the FCA of any changes to the contact details under (1) as soon as possible.

UKLR 1.3.6 G

1The directors whose contact details are provided under UKLR 1.3.5R will be expected to be key persons who are able to assist the FCA regarding matters that require an urgent response.

Service of notices

UKLR 1.3.7 R

1An issuer must ensure that the FCA is provided, at all times, with up-to-date contact details of a nominated person at the issuer, including their address for the purposes of receiving service of relevant documents.

UKLR 1.3.8 R

1The address referred to in UKLR 1.3.7R must be:

  1. (1)

    an email address where the issuer provides written consent to receive service of relevant documents by email; or

  2. (2)

    a postal address in the UK where written consent to email service mentioned in (1) above is not given.

[Note: There are additional requirements to provide first point of contact details set out in UKLR 6.2.19R including as applied by UKLR 11.4.1R, UKLR 12.3.6R, UKLR 13.3.11R, UKLR 14.3.8R, UKLR 16.3.7R and UKLR 22.2.8R.]

UKLR 1.4 Miscellaneous

Appointment of sponsors

UKLR 1.4.1 R
  1. (1)

    1If it appears to the FCA that there is, or there may be, a breach of the listing rules, the disclosure requirements or the transparency rules by an issuer with a listing of shares in:

    1. (a)

      the equity shares (commercial companies) category;

    2. (b)

      the closed-ended investment funds category; or

    3. (c)

      the equity shares (shell companies) category,

    the FCA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules, the disclosure requirements and the transparency rules.

  2. (2)

    If required to do so under (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the application of the listing rules, the disclosure requirements and the transparency rules.

[Note:UKLR 4.2 sets out the various circumstances in which an issuer must appoint, or obtain guidance from, a sponsor.]

Overseas companies

UKLR 1.4.2 R

1If a listing rule refers to a requirement in legislation applicable to a listed company incorporated in the United Kingdom, a listed overseas company must comply with the requirement so far as:

  1. (1)

    information available to it enables it to do so; and

  2. (2)

    compliance is not contrary to the law in its country of incorporation.

UKLR 1.4.3 R

1A listed overseas company must, if required to do so by the FCA, provide the FCA with a letter from an independent legal adviser explaining why compliance with a requirement referred to in UKLR 1.4.2R is contrary to the law in its country of incorporation.

English language

UKLR 1.4.4 R

1A document that is required under a listing rule to be filed, notified to a RIS, provided to the FCA or sent to security holders must be in English.

Fees

UKLR 1.4.5 G

1The provisions relating to periodic fees for issuers and sponsors are set out in FEES 1, 2 and 4.

Electronic communication

UKLR 1.4.6 G

1If the listing rules require an issuer to send documents to its security holders, the issuer may, in accordance with DTR 6.1.8R, use electronic means to send those documents.

UKLR 1.4.7 R

1A reference to a copy (or copies) of a document in the listing rules includes a copy (or copies) of a document produced, recorded or stored using electronic means.

Use of an RIS

UKLR 1.4.8 R

1Where a listing rule requires an issuer subject to DTR 6.3.1R to use the services of a RIS, the issuer must comply with the provisions of DTR 6.3.

UKLR 1.4.9 R

1Where a listing rule requires an issuer that is not subject to DTR 6.3.1R to use the services of a RIS, the issuer must comply with the provisions of DTR 6.3, except in relation to information which is required to be disclosed under articles 17 and 19 of the Market Abuse Regulation or the DTR.

UKLR 1.5 Listing categories

UKLR 1.5.2 R

1An issuer must inform the FCA if the characteristics of a security change so that the security no longer meets the definition of a security in the category in which it has been placed.

Misleading statements about status

UKLR 1.5.3 R

1An issuer that has securities listed in a particular listing category must not describe itself or hold itself out (in whatever terms) as being listed in a different listing category from the one in which those securities are listed. An issuer must not make any representation which suggests, or which is reasonably likely to be understood as suggesting, that it has a listing in a different listing category or complies, or is required to comply, with the requirements that apply to a different listing category from the one in which its securities are listed.