You are viewing the version of the document as on 2024-11-25.

UKLR 15.2 Requirements for listing

Issuer of shares is taken to be the issuer

UKLR 15.2.1R

1If an application is made for the admission of certificates representing certain securities, the issuer of the shares which the certificates represent is the issuer for the purpose of the listing rules and the application will be dealt with as if it were an application for the admission of the shares.

Certificates representing certain securities

UKLR 15.2.2R

1For certificates representing certain securities to be admitted to listing, an issuer of the shares which the certificates represent must comply with UKLR 15.2.3R to UKLR 15.2.7G.

UKLR 15.2.3R

1An issuer must be:

  1. (1)

    duly incorporated or otherwise validly established according to the relevant laws of its place of incorporation or establishment; and

  2. (2)

    operating in conformity with its constitution.

UKLR 15.2.4R

1For the certificates to be listed, the shares which the certificates represent must:

  1. (1)

    conform with the law of the issuer’s place of incorporation;

  2. (2)

    be duly authorised according to the requirements of the issuer’s constitution; and

  3. (3)

    have any necessary statutory or other consents.

UKLR 15.2.5R
  1. (1)

    1For the certificates to be listed, the shares which the certificates represent must be freely transferable.

  2. (2)

    For the certificates to be listed, the shares which the certificates represent must be fully paid and free from all liens and from any restriction on the right of transfer (except any restriction imposed for failure to comply with a notice under section 793 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)).

UKLR 15.2.6G

1The FCA may modify UKLR 15.2.5R to allow partly paid shares if it is satisfied that their transferability is not restricted and investors have been provided with appropriate information to enable dealings in the shares to take place on an open and proper basis.

UKLR 15.2.7G

1The FCA may, in exceptional circumstances, modify or dispense with UKLR 15.2.5R where the issuer has the power to disapprove the transfer of shares if the FCA is satisfied that this power would not disturb the market in those shares.

Admission to trading on overseas market

UKLR 15.2.8R

1For the certificates to be listed, the shares which the certificates represent must be admitted to trading on an overseas regulated, regularly operating, recognised open market.

Certificates in public hands

UKLR 15.2.9R
  1. (1)

    1If an application is made for the admission of a class of certificates representing shares, a sufficient number of certificates must, no later than the time of admission, be distributed to the public.

  2. (2)

    For the purposes of paragraph (1), a sufficient number of certificates will be taken to have been distributed to the public when 10% of the certificates for which application for admission has been made are in public hands.

  3. (3)

    For the purposes of paragraphs (1) and (2), certificates 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 certificates of the relevant class; or

    2. (b)

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

UKLR 15.2.10G

1When calculating the number of certificates for the purposes of UKLR 15.2.9R(3)(a)(v), holdings of investment managers in the same group will be disregarded where:

  1. (1)

    investment decisions are made independently by the individual in control of the relevant fund; and

  2. (2)

    those decisions are unfettered by the group to which the investment manager belongs.

Certificates representing securities of an investment entity

UKLR 15.2.11R

1Certificates representing equity securities of an investment entity will be admitted to listing only if the equity securities they represent are already listed or are the subject of an application for listing at the same time.

Additional requirements for the certificates

UKLR 15.2.12R

1To be listed, the certificates representing certain securities must satisfy the requirements set out in UKLR 3.2.2R to UKLR 3.2.11R. For this purpose, in those rules, references to securities are to be read as references to the certificates representing certain securities for which application for listing is made.

UKLR 15.2.13R

1To be listed, the certificates representing certain securities must not impose obligations on the depositary that issues the certificates except to the extent necessary to protect the certificate holders’ rights to, and the transmission of entitlements of, the shares.

Additional requirements for a depositary

UKLR 15.2.14R

1A depositary that issues certificates representing certain securities must maintain adequate arrangements to safeguard certificate holders’ rights to the shares to which the certificates relate, and to all rights relating to the shares and all money and benefits that it may receive in respect of them, subject only to payment of the remuneration and proper expenses of the issuer of the certificates.