UKLR 13.1 Application

1This chapter applies to a shell company with, or applying for, a listing of equity shares in the equity shares (shell companies) category. It does not apply to securities of:

1. (1)

   a closed-ended investment fund;

2. (2)

   an open-ended investment company; or

3. (3)

   an investment entity that is not a closed-ended investment fund or an open ended-investment company.

A shell company is an issuer whose:

1. (1)

   assets consist solely or predominantly of cash or short-dated securities; or

2. (2)

   predominant purpose or objective is to undertake an acquisition or merger, or a series of acquisitions or mergers.

For shell companies that fall within UKLR 13.1.2R(2):

1. (1)

   ‘founding shareholder’ means a shareholder who founded or established a shell company;

2. (2)

   ‘public shareholder’ means a shareholder who is not a founding shareholder, a shell company sponsor or a director; and

3. (3)

   ‘shell company sponsor’ means a person who provides any of the following to a shell company:

   1. (a)

      capital or other finance to support the operating costs of the shell company;

   2. (b)

      financial, advisory, consultancy or legal services;

   3. (c)

      facilities or support services; or

   4. (d)

      any other material contribution to the establishment and ongoing operation of the shell company.