UKLR 20.4 Shares

UKLR 20.4.2R to UKLR 20.4.9R apply to an applicant which is applying for a listing of its shares except for preference shares that are specialist securities.

The following documents must be submitted, in final form, to the FCA by midday 2 business days before the FCA is to consider the application:

1. (1)

   a completed Application for Admission of Securities to the Official List;

2. (2)

   the prospectus or listing particulars that have been approved by the FCA;

3. (3)

   any circular that has been published in connection with the application, if applicable;

4. (4)

   any approved supplementary prospectus or approved supplementary listing particulars, if applicable;

5. (5)

   written confirmation of the number of shares to be allotted (pursuant to a board resolution allotting the shares);

6. (6)

   if a prospectus or listing particulars have not been produced, a copy of the RIS announcement detailing the number and type of shares that are the subject of the application and the circumstances of their issue; and

7. (7)

   written confirmation of:

   1. (a)
      1. (i)

         the contact details of at least 2 of its executive directors (or, where the issuer has no executive directors, at least 2 of its directors); or

      2. (ii)

         where the issuer has only 1 executive director or has only 1 director, the contact details of that director,

         as required under UKLR 1.3.5R;

   2. (b)

      the contact details of a nominated person at the issuer as required under UKLR 1.3.7R and UKLR 1.3.8R; and

   3. (c)

      the contact details of appropriate persons nominated by the issuer to act as the first point of contact with the FCA in relation to the issuer’s compliance with the listing rules, the disclosure requirements and the transparency rules following admission under UKLR 6, UKLR 11, UKLR 12, UKLR 13, UKLR 14 or UKLR 16 (as appropriate).

   [Note: The Application for Admission of Securities to the Official List form can be found on the Primary Markets section of the FCA’s website.]

If a prospectus or listing particulars have not been produced, the Application for Admission of Securities to the Official List must contain confirmation that a prospectus or listing particulars are not required and details of the reasons why they are not required.

The following documents, signed by a sponsor (if a sponsor is required under UKLR 4) or by a duly authorised officer of the applicant (if a sponsor is not required under UKLR 4), must be submitted, in final form, to the FCA before 9am on the day the FCA is to consider the application:

1. (1)

   a completed Shareholder Statement, in the case of an applicant that is applying for a listing of a class of shares for the first time; or

2. (2)

   a completed Pricing Statement, in the case of a placing, open offer, vendor consideration placing, offer for subscription of equity shares or an issue out of treasury of equity shares of a class already listed.

[Note: The Shareholder Statement and the Pricing Statement forms can be found on the Primary Markets section of the FCA’s website.]

If written confirmation of the number of shares to be allotted pursuant to a board resolution cannot be submitted to the FCA by the deadline set out in UKLR 20.4.2R or the number of shares to be admitted is lower than the number notified under UKLR 20.4.2R, written confirmation of the number of shares to be allotted or admitted must be provided to the FCA by the applicant or its sponsor at least 1 hour before the admission to listing is to become effective.

If the FCA has considered an application for listing and the shares the subject of the application are not all allotted and admitted following the initial allotment of the shares (for example, under an offer for subscription), further allotments of shares may be admitted if, before 4pm on the day before admission is sought, the FCA has been provided with:

1. (1)

   written confirmation of the number of shares allotted pursuant to a board resolution; and

2. (2)

   a copy of the RIS announcement detailing the number and type of shares and the circumstances of their issue.

Written confirmation of the number of shares that were allotted (pursuant to a board resolution allotting the shares) must be submitted to the FCA as soon as practicable after admission if the number is lower than the number that was announced under UKLR 20.2.7G as being admitted to listing.

An applicant must keep copies of the following for 6 years after the admission to listing:

1. (1)

   any agreement to acquire any assets, business or shares in consideration for or in relation to which the company’s shares are being issued;

2. (2)

   any letter, report, valuation, contract or other documents referred to in the prospectus, listing particulars, circular or other document issued in connection with those shares;

3. (3)

   the applicant’s constitution as at the date of admission;

4. (4)

   the annual report and accounts of the applicant and of any guarantor, for each of the periods which form part of the applicant’s financial record contained in the prospectus or listing particulars;

5. (5)

   any interim accounts made up since the date to which the last annual report and accounts were made up and prior to the date of admission;

6. (6)

   any temporary and definitive documents of title;

7. (7)

   in the case of an application in respect of shares issued pursuant to an employees’ share scheme, the scheme document;

8. (8)

   where listing particulars or another document are published in connection with any scheme requiring court approval, any court order and the certificate of registration issued by the Registrar of Companies; and

9. (9)

   copies of board resolutions of the applicant allotting or issuing the shares.

An applicant must provide to the FCA the documents set out in UKLR 20.4.8R, if requested to do so.