1This chapter applies to an applicant for the admission of securities.

An applicant for admission must apply to the FCA by:

1. (1)

   submitting, in final form:

   1. (a)

      the document described in UKLR 20.3 in the case of an applicant which is making an application for admission for the first time;

   2. (b)

      the documents described in UKLR 20.4 in the case of an application in respect of shares;

   3. (c)

      the documents described in UKLR 20.5 in the case of an application in respect of debt securities or other securities; and

   4. (d)

      the documents described in UKLR 20.6 in the case of a block listing;

2. (2)

   submitting all additional documents, explanations and information as required by the FCA;

3. (3)

   submitting verification of any information in such manner as the FCA may specify; and

4. (4)

   paying the fee set out in FEES 3 by the required date.

All documents must be submitted to Issuer Management at the FCA’s address.

1. (1)

   Where an applicant is making an application for admission for the first time, the applicant must provide confirmation from the board that the applicant has taken reasonable steps to establish adequate procedures, systems and controls to enable it to comply with its obligations under the listing rules, the disclosure requirements, the transparency rules and the corporate governance rules following admission.

2. (2)

   The board confirmation in (1) must be provided using the Procedures, Systems and Controls Confirmation form.

[Note: The Procedures, Systems and Controls Confirmation Form can be found on the Primary Markets section of the FCA’s website.]

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.

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).

This section applies to an applicant that wishes to apply for admission of securities using a block listing.

An applicant applying for admission to listing by way of a block listing must submit in final form, at least 2 business days before the FCA is to consider the application, a completed Application for Admission of Securities to the Official List. An application in respect of multiple schemes must identify the schemes but need not set out separate block listing amounts for each scheme.

[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.]

1. (1)

   An applicant applying for admission to listing by way of a block listing must notify a RIS of the number and type of securities that are the subject of the block listing application and the circumstances of their issue.

2. (2)

   The notification in paragraph (1) must be made by 9am on the day the FCA is to consider the application.

Every 6 months, the applicant must notify a RIS of the details of the number of securities covered by the block listing which have been allotted in the previous 6 months, using the Block Listing Six Monthly Return.

[Note: A copy of the Block Listing Six Monthly Return can be found on the Primary Markets section of the FCA’s website.]