UKLR 21.2 Cancelling listing

1The FCA may cancel the listing of securities if it is satisfied that there are special circumstances that preclude normal regular dealings in them.

1An issuer must satisfy the requirements applicable to it in UKLR 21.2.8R to UKLR 21.2.18R and UKLR 21.3 before the FCA will cancel the listing of its securities at its request.

1Subject to UKLR 21.2.9R, UKLR 21.2.11R, UKLR 21.2.14R and UKLR 21.2.19R, an issuer with a listing of equity shares in the equity shares (commercial companies) category or the closed-ended investment funds category that wishes the FCA to cancel the listing of any of its equity shares with a listing in either of those categories must:

1. (1)

   send a circular to the holders of the relevant shares. The circular must:

   1. (a)

      comply with the requirements of UKLR 10.3.1R and UKLR 10.3.3R (Contents of all circulars);

   2. (b)

      be submitted to the FCA for approval prior to publication; and

   3. (c)

      include the anticipated date of cancellation (which must be not less than 20 business days following the passing of the resolution referred to in paragraph (2));

2. (2)

   obtain, at a general meeting, the prior approval of a resolution for the cancellation from:

   1. (a)

      a majority of not less than 75% of the votes attaching to the shares voted on the resolution; and

   2. (b)

      where an issuer has a controlling shareholder, a majority of the votes attaching to the shares of independent shareholders voted on the resolution;

3. (3)

   notify a RIS, at the same time as the circular is despatched to the relevant holders of the shares, of the intended cancellation and of the notice period and meeting; and

4. (4)

   notify a RIS of the passing of the resolution in accordance with UKLR 6.4.13R (including as applied by UKLR 11.4.1R).

1UKLR 21.2.8R(2) will not apply where an issuer of securities notifies a RIS:

1. (1)

   that the financial position of the issuer or its group is so precarious that, but for the proposal referred to in paragraph (2), there is no reasonable prospect that the issuer will avoid going into formal insolvency proceedings;

2. (2)

   that there is a proposal for a transaction, arrangement or other form of reconstruction of the issuer or its group which is necessary to ensure the survival of the issuer or its group and the continued listing would jeopardise the successful completion of the proposal;

3. (3)

   explaining;

   1. (a)

      why the cancellation is in the best interests of those to whom the issuer or its directors have responsibilities (including the bodies of securities holders and creditors, taken as a whole); and

   2. (b)

      why the approval of shareholders will not be sought prior to the cancellation of listing; and

4. (4)

   giving at least 20 business days’ notice of the intended cancellation.

1Where a closed-ended investment fund no longer has a listing of equity shares in the closed-ended investment funds category, it must apply under UKLR 21.2.17R for cancellation of the listing of any other class of equity shares listed in the non-equity shares and non-voting equity shares category or the equity shares (transition) category.

1UKLR 21.2.8R does not apply to the cancellation of listing of equity shares in the equity shares (commercial companies) category or the closed-ended investment funds category in the case of a takeover offer if:

1. (1)

   the offeror or any controlling shareholder who is an offeror is interested in 50% or less of the voting rights of an issuer before announcing its firm intention to make its takeover offer;

2. (2)

   the offeror has, by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the voting rights of the issuer; and

3. (3)

   the offeror has stated, in the offer document or any subsequent circular sent to the holders of the shares, that a notice period of not less than 20 business days prior to cancellation will commence either on the offeror obtaining the required 75% as described in paragraph (2) or on the first date of issue of compulsory acquisition notices under section 979 of the Companies Act 2006 (Right of offeror to buy out minority shareholder).

1For the purposes of UKLR 21.2.11R(3), the offer document or circular must make clear that the notice period begins only when the offeror has announced that it has acquired or agreed to acquire shares representing 75% of the voting rights.

1Where UKLR 21.2.11R applies, the issuer must notify shareholders:

1. (1)

   by stating:

   1. (a)

      that the offeror has reached the threshold described in UKLR 21.2.11R(2);

   2. (b)

      that the notice period has therefore commenced; and

   3. (c)

      the anticipated date of cancellation; or

2. (2)

   by stating in the explanatory letter or other material accompanying the section 979 notice:

   1. (a)

      that the notice period has commenced; and

   2. (b)

      the anticipated date of cancellation.

1UKLR 21.2.8R does not apply to the cancellation of listing of equity shares in the equity shares (commercial companies) category or the closed-ended investment funds category in the case of a takeover offer if:

1. (1)

   the offeror or any controlling shareholder who is an offeror is interested in more than 50% of the voting rights of an issuer before announcing its firm intention to make its takeover offer;

2. (2)

   the offeror has, by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the voting rights of the issuer;

3. (3)

   the offeror has obtained acceptances of its takeover offer or acquired or agreed to acquire shares from independent shareholders that represent a majority of the voting rights held by the independent shareholders on the date its firm intention to make its takeover offer was announced; and

4. (4)

   the offeror has stated, in the offer document or any subsequent circular sent to the holders of the shares, that a notice period of not less than 20 business days prior to cancellation will commence either on the offeror obtaining the relevant shareholding and acceptances as described in paragraphs (2) and (3) or on the first date of issue of compulsory acquisition notices under section 979 of the Companies Act 2006.

1For the purposes of UKLR 21.2.14R(4), the offer document or circular must make clear that the notice period begins only when the offeror has announced that it has acquired or agreed to acquire shares representing 75% of the voting rights and, if relevant, has obtained acceptances of its takeover offer or acquired or agreed to acquire shares from independent shareholders that represent a majority of the voting rights held by the independent shareholders.

1Where UKLR 21.2.14R applies, the issuer must notify shareholders:

1. (1)

   by stating:

   1. (a)

      that the relevant thresholds described in UKLR 21.2.14R(2) and (3) have been reached;

   2. (b)

      that the notice period has therefore commenced; and

   3. (c)

      the anticipated date of cancellation; or

2. (2)

   by stating in the explanatory letter or other material accompanying the section 979 notice:

   1. (a)

      that the notice period has commenced; and

   2. (b)

      the anticipated date of cancellation.

1An issuer that wishes the FCA to cancel the listing of securities listed in a category other than one of those specified in UKLR 21.2.8R must notify a RIS, giving at least 20 business days’ notice of the intended cancellation, but is not required to obtain the approval of the holders of those securities contemplated in UKLR 21.2.8R(2).

1Issuers with debt securities falling under UKLR 21.2.17R must also notify, in accordance with the terms and conditions of the issue of those securities, holders of those securities or a representative of the holders, such as a trustee, of the intended cancellation of those securities, but the prior approval of the holders of those securities in a general meeting need not be obtained.

1UKLR 21.2.8R and UKLR 21.2.17R do not apply to the cancellation of equity shares and certificates representing shares as a result of:

1. (1)

   a takeover or restructuring of the issuer effected by a scheme of arrangement under Part 26 or Part 26A of the Companies Act 2006;

2. (2)

   an administration or liquidation of the issuer pursuant to a court order under the Insolvency Act 1986, Building Societies Act 1986, Water Industry Act 1991, Banking Act 2009, Energy Act 2011 or the Investment Bank Special Administration Regulations 2011;

3. (3)

   the appointment of an administrator under paragraphs 14 (appointment of administrator by holder of floating charge) or 22 (appointment of administrator by company or directors) of Schedule B1 to the Insolvency Act 1986;

4. (4)

   a resolution for winding up being passed under section 84 of the Insolvency Act 1986;

5. (5)

   the appointment of a provisional liquidator by the court under section 135 of the Insolvency Act 1986;

6. (6)

   a company voluntary arrangement pursuant to Part 1 of the Insolvency Act 1986, subject to the time limits for the challenge of decisions made set out in Part 1 of the Insolvency Act 1986 having expired; or

7. (7)

   statutory winding up or reconstruction measures in relation to an overseas issuer under equivalent overseas legislation having similar effect to those set out in (1) to (6).