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.

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.

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.

This section applies:

1. (1)

   to a listed shell company that intends to enter into an initial transaction; and

2. (2)

   regardless of whether the listed shell company acquires the equity shares of a target within the same category of listing as the shell company.

1. (1)

   In UKLR, an ‘initial transaction’ means a transaction consisting of:

   1. (a)

      An acquisition of a part of or the entirety of a business, a company and/or assets by a listed shell company or a subsidiary of a listed shell company;

   2. (b)

      the entry into a loan or any form of financing agreement by a listed shell company or a subsidiary of a listed shell company; or

   3. (c)

      the entry into a joint venture agreement by a shell company or a subsidiary of a listed shell company.

2. (2)

   Paragraph (1)(a) applies whether such acquisition is effected:

   1. (a)

      by way of a direct acquisition by the listed shell company or a subsidiary of the listed shell company;

   2. (b)

      by way of the listed shell company introducing a new holding company to its corporate structure and then carrying out the acquisition through the new holding company; or

   3. (c)

      in any other way.

A listed shell company must, through its sponsor, contact the FCA as early as possible in the following circumstances:

1. (1)

   before the announcement of an initial transaction which has been agreed or is in contemplation, to discuss whether a suspension of listing is appropriate; or

2. (2)

   where details of the initial transaction have leaked, to request a suspension.

An announcement made for the purpose of UKLR 13.4.8G(2) must be published by means of a RIS.

A written confirmation provided for the purpose of UKLR 13.4.10G(1) must be given by the sponsor.

An announcement made for the purpose of UKLR 13.4.10G(2) must be published by means of a RIS.

An announcement made for the purpose of UKLR 13.4.13G must be published by means of a RIS.

A listed shell company, through its sponsor, must provide written confirmation to the FCA that, in its opinion, it is reasonable for the listed shell company to provide the declarations described in UKLR 13.4.13G(3) and (4).

Where the FCA has agreed that a suspension is not necessary as a result of an announcement made for the purpose of UKLR 13.4.13G the listed shell company must comply with the obligation under article 17(1) of the Market Abuse Regulation on the basis that the target already forms part of the enlarged group.

1. (1)

   In order for the FCA to be satisfied for the purposes of UKLR 13.4.6G(2), the listed shell company must provide a written confirmation from the board to the FCA that:

   1. (a)

      the conditions set out in UKLR 13.4.17G have been met;

   2. (b)

      the listed shell company has complied with the requirements in UKLR 13.2.1R and will continue to comply with UKLR 13.3.2R to UKLR 13.3.3R until an initial transaction is completed; and

   3. (c)

      the conditions set out in UKLR 13.4.17G(2) to (7) will continue to be met until an initial transaction is completed.

2. (2)

   A listed shell company, through its sponsor, must provide written confirmation to the FCA that, in its opinion, it is reasonable for the listed shell company to provide the confirmations set out in (1), if requested to do so.

Where the FCA has agreed that a suspension is not necessary as a result of the listed shell company meeting the conditions set out in UKLR 13.4.17G and having provided the written confirmations set out in UKLR 13.4.19R, the listed shell company must make an announcement via a RIS of the initial transaction under UKLR 13.4.22R.

A listed shell company must contact the FCA, through its sponsor, as soon as possible if, at any time after the written confirmations referred to in UKLR 13.4.19R have been provided to the FCA, any of the conditions set out in UKLR 13.4.17G(2) to (7) are no longer met, to request a suspension of listing.

A listed shell company must, in relation to an initial transaction:

1. (1)

   notify a RIS as soon as possible after the terms of an initial transaction are agreed; and

2. (2)

   subject to the modifications set out in UKLR 13.4.23R, comply with the requirements of UKLR 7.3 (Significant transactions) and UKLR 7 Annex 2 (Notification requirements) for the initial transaction.

For the purposes of UKLR 13.4 (Initial transactions), UKLR 7.3 (Significant transactions) and UKLR 7 Annex 2 (Notification requirements) are modified as follows:

1. (1)

   References to ‘significant transactions’ must be read as a reference to an initial transaction.

2. (2)

   References to ‘listed company’ must be read as a reference to a listed shell company.

3. (3)

   The reference in UKLR 7.3.1R(2)(a) to UKLR 7 must be read as a reference to UKLR 13.

4. (4)

   UKLR 7.3.2R, UKLR 7.3.5G(3), UKLR 7.3.13R(1)(d) and (3), UKLR 7.3.14R(2) and UKLR 7 Annex 2 1.1R(15) do not apply.

A listed shell company must contact the FCA, through its sponsor, as early as possible:

1. (1)

   before an initial transaction which has been agreed or is in contemplation is announced; or

2. (2)

   where details of the initial transaction have leaked,

to discuss whether a cancellation of the listed shell company’s listing is appropriate on completion of the initial transaction.

If a listed shell company intends to cancel the shell company’s listing, the shell company is required to notify a RIS in accordance with UKLR 21.2.17R.

Where a listed shell company’s listing is cancelled following completion of an initial transaction, the shell company must re-apply for the listing of the equity shares.