UKLR 13.2 Requirements for listing

The constitution of a shell company applying for a listing of equity shares in the equity shares (shell companies) category:

1. (1)

   must provide that if the shell company has not completed an initial transaction on or before the date which is 24 months from the date of admission, it will cease operations on the date which is 24 months from the date of admission;

2. (2)

   may provide that the period of 24 months referred to in (1) can be extended before the end of the period referred to in (1) by 3 further periods of 12 months, up to a total of 36 months, provided that:

   1. (a)

      the first 12-month extension to the period referred to in (1) is approved by the public shareholders of the shell company before the end of the period referred to in (1); and

   2. (b)

      any further 12-month extension periods are approved by the public shareholders before the end of the prior 12-month period; and

3. (3)

   may provide that the period of 24 months referred to in (1), or the extended period referred to in (2), can be extended for a further period of up to 6 months where, before the end of the period referred to in (1) or each of the extended periods in (2), as applicable:

   1. (a)

      the approval of shareholders for an initial transaction, where such approval is sought by an issuer for the purposes of satisfying the conditions in UKLR 13.4.17G, has been obtained but the initial transaction has not completed;

   2. (b)

      a general meeting has been convened to obtain the approval of shareholders for an initial transaction, where such approval is sought by an issuer for the purposes of satisfying the conditions in UKLR 13.4.17G;

   3. (c)

      the shell company has made an announcement that:

      1. (i)

         a general meeting to obtain the approval of shareholders for an initial transaction, where such approval is sought by an issuer for the purposes of satisfying the conditions in UKLR 13.4.17G, will be convened for a date which is specified in the announcement; and

      2. (ii)

         a notice to convene the general meeting referred to in (i) will be sent to shareholders, within a specified time following the announcement; or

   4. (d)

      an agreement for an initial transaction has been entered into but the initial transaction has not been completed and the shell company has not made an announcement in accordance with (c),

provided that any such extension is notified to a RIS before the end of the period referred to in (1), (2) or (3), as applicable.

1. (1)

   Where an applicant is applying for the admission of a class of equity shares to listing in the equity shares (shell companies) category, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public.

2. (2)

   For the purposes of paragraph (1):

   1. (a)

      a sufficient number of shares will be taken to have been distributed to the public when 10% of the shares for which application for admission has been made are in public hands; and

   2. (b)

      treasury shares are not to be taken into consideration when calculating the number of shares of the class.

3. (3)

   For the purposes of paragraphs (1) and (2), shares are not held in public hands if they are:

   1. (a)

      held, directly or indirectly, by:

      1. (i)

         a director of the applicant or of any of its subsidiary undertakings;

      2. (ii)

         a person connected with a director of the applicant or of any of its subsidiary undertakings;

      3. (iii)

         the trustees of any employees’ share scheme or pension fund established for the benefit of any directors and employees of the applicant and its subsidiary undertakings;

      4. (iv)

         any person who, under any agreement, has a right to nominate a person to the board of directors of the applicant; or

      5. (v)

         any person or persons in the same group or persons acting in concert who have an interest in 5% or more of the shares of the relevant class; or

   2. (b)

      subject to a lock-up period of more than 180 days.

The FCA will not admit shares of a shell company incorporated in a third country that are not listed either in its country of incorporation or in the country in which a majority of its shares are held, unless the FCA is satisfied that the absence of the listing is not due to the need to protect investors.

Except where UKLR 13.2.8R applies, a shell company must disclose in the prospectus published in relation to the admission to listing of the shell company’s shares the expected length of time it will take for the shell company to complete an initial transaction.

1. (1)

   An issuer which:

   1. (a)

      is applying to transfer the category of its listing to the equity shares (shell companies) category from the equity shares (commercial companies) category, the equity shares (transition) category or the equity shares (international commercial companies secondary listing) category under UKLR 21.5.1R(10), (16) and (17); and

   2. (b)

      does not have a prospectus but, where applicable, is required to produce as part of its compliance with:

      1. (i)

         UKLR 21.5.6R(2), a circular; or

      2. (ii)

         UKLR 21.5.7R(2), an announcement,

must comply with the specific requirement in (2) and UKLR 10.3.1R(1), where relevant, and have regard to the guidance in UKLR 21.5.12G.

1. (2)

   The requirement is that an applicant must disclose the expected length of time it will take for the company to complete an initial transaction in such circular or announcement once its category of listing is transferred to the equity shares (shell companies) category.