UKLR 13.3 Continuing obligations

Other than in regard to securities to which UKLR 23 applies, the listed equity shares of a shell company must be admitted to trading on a regulated market for listed securities.

A listed shell company must comply with UKLR 13.2.1R at all times.

A listed shell company must:

1. (1)

   obtain the approval of its board for an initial transaction before it is entered into; and

2. (2)

   ensure that the following do not take part in the board’s consideration of the initial transaction and do not vote on the relevant board resolution:

   1. (a)

      any director who is, or an associate of whom is, a director of the target or of a subsidiary undertaking of the target; and

   2. (b)

      any director who has a conflict of interest in relation to the target or a subsidiary undertaking of the target.

1. (1)

   A listed shell company must comply with UKLR 13.2.4R at all times.

2. (2)

   A listed shell company must notify the FCA without delay if it does not comply with the continuing obligation set out in UKLR 13.3.4R.

A listed shell company must notify the FCA without delay if it does not comply with any continuing obligation set out in:

1. (1)

   UKLR 13.3.2R; or

2. (2)

   UKLR 13.3.3R.

Where shares of the same class as equity shares that are listed in the equity shares (shell companies) category are allotted, an application for admission to listing of such shares must be made as soon as possible and in any event within 1 year of the allotment.

A listed shell company must forward to the FCA, for publication, by uploading to the national storage mechanism, a copy of:

1. (1)

   all circulars, notices, reports or other documents to which the listing rules apply, at the same time as any such documents are issued; and

2. (2)

   all resolutions passed by the shell company, other than resolutions concerning ordinary business at an annual general meeting, as soon as possible after the relevant general meeting.

1. (1)

   A listed shell company must notify a RIS as soon as possible when a document has been forwarded to the FCA under UKLR 13.3.9R unless the full text of the document is provided to the RIS.

2. (2)

   A notification made under (1) must set out where copies of the relevant document can be obtained.

A listed shell company must ensure that the FCA is provided with up-to-date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FCA in relation to the shell company’s compliance with the listing rules, the disclosure requirements and the transparency rules.

A listed shell company must ensure that any temporary document of title (other than one issued in global form) for a share:

1. (1)

   is serially numbered;

2. (2)

   states, where applicable:

   1. (a)

      the name and address of the first holder and the names of joint holders (if any);

   2. (b)

      the pro rata entitlement;

   3. (c)

      the last date on which transfers were or will be accepted for registration for participation in the issue;

   4. (d)

      how the shares rank for dividend or interest;

   5. (e)

      the nature of the document of title and the proposed date of issue;

   6. (f)

      how fractions (if any) are to be treated; and

   7. (g)

      for a rights issue, the time, being not less than 10 business days calculated in accordance with UKLR 9.4.6R, in which the offer may be accepted, and how shares not taken up will be dealt with; and

3. (3)

   if renounceable:

   1. (a)

      states in a heading that the document is of value and negotiable;

   2. (b)

      advises holders of shares who are in any doubt as to what action to take to consult appropriate independent advisers immediately;

   3. (c)

      states that where all of the shares have been sold by the addressee (other than ex rights or ex capitalisation), the document should be passed to the person through whom the sale was effected for transmission to the purchaser;

   4. (d)

      has the form of renunciation and the registration instructions printed on the back of, or attached to, the document;

   5. (e)

      includes provision for splitting (without fee) and for split documents to be certified by an official of the shell company or authorised agent;

   6. (f)

      provides for the last day for renunciation to be the second business day after the last day for splitting; and

   7. (g)

      if, at the same time as an allotment is made of shares issued for cash, shares of the same class are also allotted credited as fully paid to vendors or others, provides for the period for renunciation to be the same as, but no longer than, that provided for in the case of shares issued for cash.

A listed shell company must ensure that any definitive document of title for a share (other than a bearer security) includes the following matters on its face (or on the reverse in the case of (6)):

1. (1)

   the authority under which the shell company is constituted and the country of incorporation and registered number (if any);

2. (2)

   the number or amount of shares the certificate represents and, if applicable, the number and denomination of units (in the top right-hand corner);

3. (3)

   a footnote stating that no transfer of the share or any portion of it represented by the certificate can be registered without production of the certificate;

4. (4)

   if applicable, the minimum amount and multiples thereof in which the share is transferable; and

5. (5)

   the date of the certificate.

6. (6)

   for shares with preferential rights, on the face (or, if not practicable, on the reverse), a statement of the conditions thereof as to capital, dividends and (where applicable) conversion.

Unless exempted in UKLR 13.3.18R, a listed shell company must:

1. (1)

   forward to the FCA for publication a copy of one or more of the following:

   1. (a)

      the approved prospectus or listing particulars for its listed shares;

   2. (b)

      the relevant agreement or document setting out the terms and conditions on which its listed shares were issued; or

   3. (c)

      a document describing:

      1. (i)

         the rights attached to its listed shares;

      2. (ii)

         limitations on such rights; and

      3. (iii)

         the procedure for the exercise of such rights,

      produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the shell company been required to produce a prospectus for those listed shares; and

2. (2)

   if the information in relation to the rights attached to its listed shares set out in the document previously forwarded in accordance with (1) is no longer accurate, forward to the FCA for publication a copy of either of the following:

   1. (a)

      a new document in accordance with (1); or

   2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the shell company’s listed shares.

The documents in UKLR 13.3.15R must be forwarded to the FCA for publication by uploading them to the national storage mechanism.

A listed shell company is exempt from UKLR 13.3.15R where:

1. (1)

   it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 13.3.15R(1);

2. (2)

   if the information in relation to the rights attached to its listed shares set out in the document previously forwarded or filed in accordance with (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following:

   1. (a)

      one of the documents specified in UKLR 13.3.15R(1); or

   2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the shell company’s listed shares; and

3. (3)

   the documents in (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by:

   1. (a)

      forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility; or

   2. (b)

      uploading them to the national storage mechanism.

An overseas shell company must appoint a registrar in the United Kingdom if:

1. (1)

   there are 200 or more holders resident in the United Kingdom; or

2. (2)

   10% or more of the shares are held by persons resident in the United Kingdom.

A listed shell company must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital:

1. (1)

   any proposed change in its capital structure, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress;

2. (2)

   any redemption of listed shares, including details of the number of shares redeemed and the number of shares of that class outstanding following the redemption;

3. (3)

   any extension of time granted for the currency of temporary documents of title; and

4. (4)

   the results of any new issue of listed equity securities or of a public offering of existing shares or other equity securities.

Where the shares are subject to an underwriting agreement, a listed shell company may, at its discretion and subject to the disclosure requirements and contents of DTR 2, delay notifying a RIS as required by UKLR 13.3.20R(4) for up to 2 business days until the obligation by the underwriter to take or procure others to take shares is finally determined or lapses. In the case of an issue or offer of shares which is not underwritten, notification of the result must be made as soon as it is known.

A listed shell company that is not already required to comply with the transparency rules must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules.

A listed shell company that is not already required to comply with DTR 7.2 (Corporate governance statements) must comply with DTR 7.2 as if it were an issuer to which that section applies.

A listed shell company that is not already required to comply with DTR 7.3 (Related party transactions) must comply with DTR 7.3 as if it were an issuer to which DTR 7.3 applies, subject to the modifications set out in UKLR 13.3.26R.