UKLR 20.5 Debt and other securities

UKLR 20.5.4R to UKLR 20.5.7R apply to an applicant that is seeking admission of any of the following types of securities:

1. (1)

   debt securities;

2. (2)

   asset backed securities;

3. (3)

   certificates representing certain securities;

4. (4)

   convertible securities;

5. (5)

   miscellaneous securities;

6. (6)

   preference shares that are specialist securities; and

7. (7)

   securitised derivatives.

UKLR 20.5.10R to UKLR 20.5.12R apply to an applicant for the admission of an issuance programme in respect of any of the following types of securities:

1. (1)

   debt securities;

2. (2)

   asset backed securities;

3. (3)

   miscellaneous securities;

4. (4)

   securitised derivatives; and

5. (5)

   certificates representing certain securities.

UKLR 20.5.13R to UKLR 20.5.19R apply to an applicant that is a public sector issuer.

An applicant must submit, 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 approved supplementary prospectus or approved supplementary listing particulars, if applicable;

4. (4)

   written confirmation of the number of securities to be issued (pursuant to a board resolution); and

5. (5)

   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; and

   2. (b)

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

[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 confirmation of the number of securities to be issued pursuant to a board resolution cannot be submitted to the FCA by the deadline set out in UKLR 20.5.4R or the number of securities to be admitted is lower than the number notified under UKLR 20.5.4R, written confirmation of the number of securities to be issued or admitted must be provided to the FCA by the applicant at least 1 hour before the admission to listing is to become effective.

An applicant for admission of certificates representing certain securities must submit a letter to the FCA setting out how it satisfies the requirements in UKLR 3 (Requirements for listing: all securities) and UKLR 15.2 (Requirements for listing) no later than when the first draft of a prospectus for the certificates is submitted or, if the FCA is not approving a prospectus, at a time agreed with the FCA.

An applicant must keep, for 6 years after the admission to listing, a copy of the items set out in UKLR 20.4.8R(1) to (6) and UKLR 20.4.8R(9) and must provide any of those documents to the FCA if requested to do so.

In addition to the documents referred to in UKLR 20.5.7R, an applicant for admission of securitised derivatives must keep a copy of the securitised derivative agreement or securitised derivative instrument or similar document for 6 years after the admission of the relevant securitised derivatives.

In addition to the documents referred to in UKLR 20.5.7R, an applicant for admission of certificates representing certain securities must keep a copy of the executed deposit agreement for 6 years after the admission of the relevant certificates.

An applicant must comply with UKLR 20.5.4R to UKLR 20.5.7R with the following modifications:

1. (1)

   if the FCA approves the application, it will admit to listing all securities which may be issued under the programme within 12 months after the publication of the base prospectus or listing particulars, subject to the FCA:

   1. (a)

      being advised of the final terms of each issue for which a listing is sought; and

   2. (b)

      receiving and approving for publication any supplementary documents that may be appropriate.

2. (2)

   an applicant must submit a supplementary prospectus or supplementary listing particulars instead of the document required by UKLR 20.5.4R(2) in the case of an increase in the maximum amount of securities which may be in issue and listed at any one time under an issuance programme.

1. (1)

   The final terms must be submitted in writing to the FCA as soon as possible after they have been agreed and no later than 2pm on the day before listing is to become effective.

2. (2)

   The final terms may be submitted by:

   1. (a)

      the applicant; or

   2. (b)

      a duly authorised officer of the applicant.

   [Note: For further details on final terms, see article 8(5) of the Prospectus Regulation.]

An issuer that seeks admission of debt securities referred to in article 1(2)(b) and (d) of the Prospectus Regulation must submit to the FCA in final form a completed Application for Admission of Securities to the Official List.

[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.]

UKLR 20.5.10R, UKLR 20.5.12R, UKLR 20.5.18R and UKLR 20.5.19R apply to applications for admission to listing of debt securities by a public sector issuer other than one referred to in UKLR 20.5.13R.

An applicant referred to in UKLR 20.5.17R must submit the items set out in UKLR 20.5.4R to the FCA in final form by midday 2 business days before the FCA is to consider the application.

An applicant referred to in UKLR 20.5.17R must keep, for 6 years after the admission to listing, a copy of the items set out in UKLR 20.4.8R(1) to (6) and UKLR 20.4.8R(9).