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UKLR 14.3 Requirements with continuing application

Continuing obligations

UKLR 14.3.1R
UKLR 14.3.2R

1A listed company must comply with the applicable rules of the market of its qualifying home listing at all times.

UKLR 14.3.3R

1A listed company must notify the FCA as soon as possible if it no longer complies with the continuing obligations set out in UKLR 14.3.1R or UKLR 14.3.2R.

Suspension or cancellation of qualifying home listing

UKLR 14.3.4R

1A listed company must notify the FCA as early as possible if its qualifying home listing has been suspended, cancelled or restored to discuss whether a suspension, cancellation or restoration of listing under UKLR 21 is appropriate.

Further issues

UKLR 14.3.5R

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

Copies of documents

UKLR 14.3.6R

1A listed 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 company, other than resolutions concerning ordinary business at an annual general meeting, as soon as possible after the relevant general meeting.

UKLR 14.3.7R
  1. (1)

    1A listed company must notify a RIS as soon as possible when a document has been forwarded to the FCA under UKLR 14.3.6R 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.

First point of contact details

UKLR 14.3.8R

1A listed 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 company’s compliance with the listing rules, the disclosure requirements and the transparency rules, as applicable.

Temporary documents of title (including renounceable documents)

UKLR 14.3.9R

1A listed 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 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.

Definitive documents of title

UKLR 14.3.10R

1A listed 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 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;

  5. (5)

    the date of the certificate; and

  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.

Disclosure requirements and transparency rules

UKLR 14.3.11G

1A listed company whose shares are admitted to trading on a regulated market should consider its obligations under the disclosure requirements and the transparency rules.

Disclosure of rights attached to shares

UKLR 14.3.12R

1Unless exempted in UKLR 14.3.15R, a listed 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 listed 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 company’s listed shares.

UKLR 14.3.13R

1The documents in UKLR 14.3.12R must be forwarded to the FCA for publication by uploading them to the national storage mechanism.

UKLR 14.3.14G

1The purpose of UKLR 14.3.12R is to require companies to maintain publicly available information in relation to the rights attached to their listed shares so that investors can access such information.

UKLR 14.3.15R

1A listed company is exempt from UKLR 14.3.12R where:

  1. (1)

    it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 14.3.12R(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 14.3.12R(1); or

    2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the 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.

Registrar

UKLR 14.3.16R

1A listed 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.

Notifications relating to capital

UKLR 14.3.17R

1A listed 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, including the structure of its listed debt securities, 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.

UKLR 14.3.18R

1Where the shares are subject to an underwriting agreement, a listed company may, at its discretion and subject to the disclosure requirements and contents of DTR 2, delay notifying a RIS as required by UKLR 14.3.17R(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.

Compliance with the transparency rules and corporate governance rules

UKLR 14.3.19G

1A listed company whose securities are admitted to trading on a regulated market should consider its obligations under DTR 4 (Periodic Financial Reporting), DTR 5 (Vote Holder and Issuer Notification Rules) and DTR 6 (Continuing obligations and access to information).

UKLR 14.3.20R

1A listed 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.

UKLR 14.3.21R

1A listed 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.

UKLR 14.3.22R

1A listed 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 14.3.23R.

UKLR 14.3.23R

1For the purposes of UKLR 14.3.22R, DTR 7.3 is modified as follows:

  1. (1)

    DTR 7.3.2R must be read as if the words ‘has the meaning in UK-adopted IFRS’ are replaced as follows:

    ‘has the meaning:

    (1)

    in UK-adopted IFRS; or

    (2)

    where the listed company prepares annual consolidated financial statements in accordance with accounting standards which have been determined to be equivalent to UK-adopted IFRS and which are set out in the TD Equivalence Decision:

    (a)

    in UK-adopted IFRS; or

    (b)

    in the equivalent accounting standards in accordance with which its annual consolidated financial statements are prepared,

    at the choice of the listed company.’

  2. (2)

    DTR 7.3.8R(2) and (3) do not apply.

  3. (3)

    DTR 7.3.9R must be read as follows:

    1. (a)

      as if the words ‘after obtaining board approval’ are replaced by ‘after publishing an announcement in accordance with DTR 7.3.8R(1)’; and

    2. (b)

      the reference to DTR 7.3.8R must be read as a reference to DTR 7.3.8R as modified by UKLR 14.3.23R(2).

  4. (4)

    In DTR 7.3.13R, the references to DTR 7.3.8R must be read as references to DTR 7.3.8R as modified by UKLR 14.3.23R(2).

Information to be included in annual report and accounts

UKLR 14.3.24R

1In addition to the requirements set out in DTR 4.1, a listed company must include a statement in its annual financial report, setting out:

  1. (1)

    whether the listed company has included in its annual financial report climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures;

  2. (2)

    in cases where the listed company has:

    1. (a)

      made climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, but has included some or all of these disclosures in a document other than the annual financial report:

      1. (i)

        the recommendations and/or recommended disclosures for which it has included disclosures in that other document;

      2. (ii)

        a description of that document and where it can be found; and

      3. (iii)

        the reasons for including the relevant disclosures in that document and not in the annual financial report; or

    2. (b)

      not included climate-related financial disclosures consistent with all of the TCFD Recommendations and Recommended Disclosures in either its annual financial report or other document as referred to in (a):

      1. (i)

        the recommendations and/or recommended disclosures for which it has not included such disclosures;

      2. (ii)

        the reasons for not including such disclosures; and

      3. (iii)

        any steps it is taking or plans to take in order to be able to make those disclosures in the future, and the timeframe within which it expects to be able to make those disclosures; and

  3. (3)

    where in its annual financial report or (where appropriate) other document the climate-related financial disclosures referred to in (1) can be found.

UKLR 14.3.25G

1For the purposes of UKLR 14.3.24R, in determining whether climate-related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, a listed company should undertake a detailed assessment of those disclosures which takes into account:

  1. (1)

    Section C of the TCFD Annex entitled ‘Guidance for All Sectors’;

  2. (2)

    (where appropriate) Section D of the TCFD Annex entitled ‘Supplemental Guidance for the Financial Sector’; and

  3. (3)

    (where appropriate) Section E of the TCFD Annex entitled ‘Supplemental Guidance for Non-Financial Groups’.

UKLR 14.3.26G

1For the purposes of UKLR 14.3.24R, in determining whether a listed company’s climate-related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, the FCA considers that the following documents are relevant:

  1. (1)

    the TCFD Final Report and the TCFD Annex, to the extent not already referred to in UKLR 14.3.24R and UKLR 14.3.25G;

  2. (2)

    the TCFD Technical Supplement on the Use of Scenario Analysis;

  3. (3)

    the TCFD Guidance on Risk Management Integration and Disclosure;

  4. (4)

    (where appropriate) the TCFD Guidance on Scenario Analysis for Non-Financial Companies; and

  5. (5)

    the TCFD Guidance on Metrics, Targets and Transition Plans.

UKLR 14.3.27G

1For the purposes of UKLR 14.3.24R, in determining whether climate-related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, a listed company should consider whether those disclosures provide sufficient detail to enable users to assess the listed company’s exposure to and approach to addressing climate-related issues.

A listed company should carry out its own assessment to ascertain the appropriate level of detail to be included in its climate-related financial disclosures, taking into account factors such as:

  1. (1)

    the level of its exposure to climate-related risks and opportunities; and

  2. (2)

    the scope and objectives of its climate-related strategy,

noting that these factors may relate to the nature, size and complexity of the listed company’s business.

UKLR 14.3.28G
  1. (1)

    1For the purposes of UKLR 14.3.24R, the FCA would ordinarily expect a listed company to be able to make climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, except where it faces transitional challenges in obtaining relevant data or embedding relevant modelling or analytical capabilities.

  2. (2)

    In particular, the FCA would expect that a listed company should ordinarily be able to make disclosures consistent with:

    1. (a)

      the recommendation and recommended disclosures on governance in the TCFD Recommendations and Recommended Disclosures;

    2. (b)

      the recommendation and recommended disclosures on risk management in the TCFD Recommendations and Recommended Disclosures; and

    3. (c)

      recommended disclosures (a) and (b) set out under the recommendation on strategy in the TCFD Recommendations and Recommended Disclosures, to the extent that the listed company does not face the transitional challenges referred to in (1) in relation to such disclosures.

UKLR 14.3.29G

1Where making disclosures on transition plans as part of its disclosures on strategy under the TCFD Recommendations and Recommended Disclosures, a listed company that is headquartered in, or operates in, a country that has made a commitment to a net zero economy, such as the UK’s commitment in the Climate Change Act 2008 (2050 Target Amendment) Order 2019, is encouraged to assess the extent to which it has considered that commitment in developing and disclosing its transition plan. Where it has not considered this commitment in developing and disclosing its transition plan, the FCA encourages a listed company to explain why it has not done so.

UKLR 14.3.30R

1In addition to the requirements set out in DTR 4.1, a listed company must include in its annual financial report:

  1. (1)

    a statement setting out:

    1. (a)

      whether the listed company has met the following targets on board diversity as at a chosen reference date within its accounting period:

      1. (i)

        at least 40% of the individuals on its board of directors are women;

      2. (ii)

        at least one of the following senior positions on its board of directors is held by a woman:

        1. (A)

          the chair;

        2. (B)

          the chief executive;

        3. (C)

          the senior independent director; or

        4. (D)

          the chief financial officer; and

      3. (iii)

        at least one individual on its board of directors is from a minority ethnic background;

    2. (b)

      in cases where the listed company has not met all of the targets in (a):

      1. (i)

        the targets it has not met; and

      2. (ii)

        the reasons for not meeting those targets;

    3. (c)

      the reference date used for the purposes of (a) and, where this is different from the reference date used for the purposes of reporting this information in respect of the previous accounting period, an explanation as to why; and

    4. (d)

      any changes to the board that have occurred between the reference date used for the purposes of (a) and the date on which the annual financial report is approved that have affected the listed company’s ability to meet one or more of the targets in (a);

  2. (2)

    subject to UKLR 14.3.31R, numerical data on the ethnic background and the gender identity or sex of the individuals on the listed company’s board and in its executive management as at the reference date used for the purposes of UKLR 14.3.30R(1)(a), which should be set out in the format of the tables contained in UKLR 14 Annex 1 and contain the information prescribed by those tables; and

  3. (3)

    an explanation of the listed company’s approach to collecting the data used for the purposes of making the disclosures in UKLR 14.3.30R(1) and (2).

UKLR 14.3.31R

1In relation to UKLR 14.3.30R(2), where individuals on a listed company’s board or in its executive management are situated overseas, and data protection laws in that jurisdiction prevent the collection or publication of some or all of the personal data required to be disclosed under that provision, a listed company may instead explain the extent to which it is unable to make the relevant disclosures.

UKLR 14.3.32G

1Given the range of possible approaches to data collection for reporting on gender identity or sex for the purposes of UKLR 14.3.30R(2), a listed company may add to the categories included in the first column of the table in UKLR 14 Annex 1R(1) in order to reflect the basis on which it has collected data.

UKLR 14.3.33G

1In relation to UKLR 14.3.30R(3), the FCA expects a listed company’s approach to data collection to be:

  1. (1)

    consistent for the purposes of reporting under both UKLR 14.3.30R(1) and (2); and

  2. (2)

    consistent across all individuals in relation to whom data is being reported.

The FCA expects the explanation of a listed company’s approach to data collection to include the method of collection and/or source of the data and, where data collection is done on the basis of self-reporting by the individuals concerned, a description of the questions asked.

UKLR 14.3.34G

1In addition to the information required under UKLR 14.3.30R(1) to (3) (and without prejudice to the requirements of DTR 7.2.8AR), a listed company may, if it wishes to do so, include the following in its annual financial report:

  1. (1)

    a brief summary of any key policies, procedures and processes, and any wider context, that it considers contribute to improving the diversity of its board and executive management;

  2. (2)

    any mitigating factors or circumstances which make achieving diversity on its board more challenging (for example, the size of the board or the country in which its main operations are located); and

  3. (3)

    any risks it foresees in being able to meet or continue to meet the board diversity targets in UKLR 14.3.30R(1)(a) in the next accounting period, or any plans to improve the diversity of its board.