UKLR 14.2 Requirements for listing

1An applicant (other than an overseas public sector issuer) must be an overseas company.

1. (1)

   1Where an applicant is applying for the admission of a class of equity shares to listing in the equity shares (international commercial companies secondary listing) 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.

1An applicant’s place of central management and control must be situated in:

1. (1)

   its country of incorporation; or

2. (2)

   the country of its qualifying home listing.

1To be listed, equity shares must:

1. (1)

   have a qualifying home listing;

2. (2)

   be capable of being traded on the market of the qualifying home listing; and

3. (3)

   be in the same class as the equity shares admitted to trading pursuant to the qualifying home listing.

1The FCA will not admit equity shares to the equity shares (international commercial companies secondary listing) category that are not listed either in the applicant’s country of incorporation or in the country in which a majority of the applicant’s equity shares are held, unless the FCA is satisfied that the absence of the listing is not due to the need to protect investors.