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UKLR 21.1 Suspending listing

FCA may suspend listing

UKLR 21.1.1 R
  1. (1)

    1The FCA may suspend, with effect from such time as it may determine, the listing of any securities if the smooth operation of the market is, or may be, temporarily jeopardised or it is necessary to protect investors.

  2. (2)

    An issuer that has the listing of any of its securities suspended must continue to comply with all listing rules applicable to it.

  3. (3)

    If the FCA suspends the listing of any securities, it may impose such conditions on the procedure for lifting the suspension as it considers appropriate.

Examples of when FCA may suspend

UKLR 21.1.2 G

1Examples of when the FCA may suspend the listing of securities include (but are not limited to) situations where it appears to the FCA that:

  1. (1)

    the issuer has failed to meet its continuing obligations for listing;

  2. (2)

    the issuer has failed to publish financial information in accordance with the listing rules;

  3. (3)

    the issuer is unable to assess accurately its financial position and inform the market accordingly;

  4. (4)

    there is insufficient information in the market about a proposed transaction;

  5. (5)

    the issuer’s securities have been suspended elsewhere;

  6. (6)

    the issuer has appointed administrators or receivers, or is an investment trust and is winding up;

  7. (7)

    for a securitised derivative that relates to a single underlying instrument, the underlying instrument is suspended;

  8. (8)

    for a securitised derivative that relates to a basket of underlying instrument, one or more underlying instruments of the basket are suspended; or

  9. (9)

    for a miscellaneous security that carries a right to buy or subscribe for another security, the security over which the listed miscellaneous security carries a right to buy or subscribe has been suspended.

UKLR 21.1.3 G

1The FCA will not suspend the listing of a security to fix its price at a particular level.

Suspension at issuer’s request

UKLR 21.1.4 G

1An issuer that intends to request the FCA to suspend the listing of its securities will need to comply with UKLR 21.3. The FCA will not suspend the listing if it is not satisfied that the circumstances justify the suspension.

Securities suspended for 6 months or more

UKLR 21.1.5 R

1Where the listing of an issuer’s securities has been suspended for 6 months, the issuer must contact the FCA as soon as possible after the end of that period to discuss whether a cancellation of listing is appropriate or whether the securities can remain suspended for a further period to be agreed with the FCA.

UKLR 21.2 Cancelling listing

FCA may cancel listing

UKLR 21.2.1 R

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

Examples of when FCA may cancel

UKLR 21.2.2 G

1Examples of when the FCA may cancel the listing of securities include (but are not limited to) situations where it appears to the FCA that:

  1. (1)

    the securities are no longer admitted to trading as required by these rules;

  2. (2)

    the issuer no longer satisfies its continuing obligations for listing – for example, if the percentage of shares in public hands falls below 10% (the FCA may, however, allow a reasonable time to restore the percentage, unless this is precluded by the need to maintain the smooth operation of the market or to protect investors);

  3. (3)

    the securities’ listing has been suspended for more than 6 months;

  4. (4)

    the securities are:

    1. (a)

      equity shares with a listing in the non-equity shares and non-voting equity shares category; or

    2. (b)

      equity shares with a listing in the equity shares (transition) category,

    and in either case were issued by a closed-ended investment fund where the closed-ended investment fund no longer has a listing of equity shares in the closed-ended investment funds category;

  5. (5)

    the issuer has completed a reverse takeover or initial transaction;

  6. (6)

    the issuer has failed to comply with the requirements in UKLR 7.5.1R (including as applied by UKLR 11.5.1R) or UKLR 13.4.22R; or

  7. (7)

    the securities are:

    1. (a)

      equity shares with a listing in the non-equity shares and non-voting equity shares category; or

    2. (b)

      equity shares with a listing in the equity shares (transition) category,

    and in either case were issued by a shell company where the shell company no longer has a listing of equity shares in the equity shares (shell companies) category.

UKLR 21.2.3 G

1Where the percentage of shares in a shell company in public hands falls below 10%, the FCA will seek to cancel the listing of those securities unless the FCA is satisfied that circumstances exist such that cancellation is not required. The FCA will have regard to UKLR 21.2.1R and the individual circumstances of the case.

UKLR 21.2.4 G

1Where the listing of an issuer’s securities has been suspended for 6 months, the issuer should note UKLR 21.1.5R.

UKLR 21.2.5 G

1 Where an issuer of:

  1. (1)

    equity shares;

  2. (2)

    non-equity shares; or

  3. (3)

    certificates representing certain securities,

completes a reverse takeover or an initial transaction, the FCA will seek to cancel the listing of those securities unless the FCA is satisfied that circumstances exist such that cancellation is not required. The FCA will have regard to UKLR 21.2.1R and the individual circumstances of the case.

Cancellation at issuer’s request

UKLR 21.2.6 R

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.

UKLR 21.2.7 G

1 UKLR 21.2.6R applies even if the listing of the securities is suspended.

Cancellation of listing of equity shares in the equity shares (commercial companies) category and the closed-ended investment funds category

UKLR 21.2.8 R

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).

UKLR 21.2.9 R

1 UKLR 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.

UKLR 21.2.10 R

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.

Cancellation in relation to takeover offers: offeror interested in 50% or less of voting rights

UKLR 21.2.11 R

1 UKLR 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).

UKLR 21.2.12 R

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.

UKLR 21.2.13 R

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.

Cancellation in relation to takeover offers: offeror interested in more than 50% of voting rights

UKLR 21.2.14 R

1 UKLR 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.

UKLR 21.2.15 R

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.

UKLR 21.2.16 R

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.

Requirements for cancellation of other securities

UKLR 21.2.17 R

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).

UKLR 21.2.18 R

1 Issuers 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.

Cancellation as a result of schemes of arrangement etc

UKLR 21.2.19 R

1 UKLR 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).

UKLR 21.2.20 G

1In determining whether the statutory winding up or reconstruction measures in relation to an overseas issuer under equivalent overseas legislation have a similar effect to those set out in UKLR 21.2.19R(1) to (6), the FCA will in particular have regard to whether those procedures require a court order, the approval of 75% of the shareholders entitled to vote on the resolution, or a formal declaration of the overseas issuer’s insolvency or inability to pay its debts.

UKLR 21.3 Requests to cancel or suspend

Information to be included in request to suspend or cancel

UKLR 21.3.1 R

1A request by an issuer for the listing of its securities to be suspended or cancelled must be in writing and must include:

  1. (1)

    the issuer’s name;

  2. (2)

    details of the securities to which it relates and the RIEs on which they are traded;

  3. (3)

    a clear explanation of the background and reasons for the request;

  4. (4)

    the date on which the issuer requests the suspension or cancellation to take effect;

  5. (5)

    for a suspension, the time the issuer wants the suspension to take effect;

  6. (6)

    if relevant, a copy of any circular or announcement or other document upon which the issuer is relying;

  7. (7)

    if relevant, evidence of any resolution required under UKLR 21.2.8R;

  8. (8)

    if being made by an agent on behalf of the issuer, confirmation that the agent has the issuer’s authority to make it;

  9. (9)

    the name and contact details of the person at the issuer (or, if appropriate, an agent) with whom the FCA should liaise in relation to the request;

  10. (10)

    if the issuer is making a conditional request, a clear statement of the applicable conditions;

  11. (11)

    a copy of any announcement the issuer proposes to notify to a RIS that it is relying on in making its request to suspend or cancel; and

  12. (12)

    a copy of any announcement the issuer proposes to notify to a RIS announcing the suspension or cancellation.

UKLR 21.3.2 R

1The issuer must also include, with a request to cancel the listing of its securities, the following:

  1. (1)

    if the cancellation is to take effect after the completion of the compulsory acquisition procedures under Chapter 3 of Part 28 of the Companies Act 2006, a copy of the notice sent to dissenting shareholders of the offeree, together with written confirmation that no objections have been made to the court within the prescribed period;

  2. (2)

    for a cancellation referred to in UKLR 21.2.11R or UKLR 21.2.14R an extract from, or a copy of, the offer document or relevant circular, clearly showing the intention to cancel the offeree’s listing, and a copy of the announcement stating the date on which the cancellation was expected to take effect; and

  3. (3)

    if a cancellation is to take place after a scheme of arrangement becomes effective under section 899 of the Companies Act 2006 and a new company is to be listed as a result of that scheme, either:

    1. (a)

      a copy of the certificate from the Registrar of Companies that the scheme has become effective; or

    2. (b)

      documents which demonstrate adequately that the scheme will become effective on a specified date in the future.

UKLR 21.3.3 G

1Announcements referred to in UKLR 21.3.1R(12) should be issued after the dealing notice issued on a RIS announcing the suspension or cancellation.

Timing of suspension requests

UKLR 21.3.4 G

1A written request by an issuer to have the listing of its securities suspended should be made as soon as practicable. Suspension requests received for the opening of the market should allow sufficient time for the FCA to deal with the request before trading starts.

Timing of cancellation requests

UKLR 21.3.5 R

1A written request by an issuer to have the listing of its securities cancelled must be made not less than 24 hours before the cancellation is expected to take effect.

UKLR 21.3.6 G

1Cancellations will only be specified to take effect when the market opens on a specified day. An issuer should therefore ensure that all accompanying information has been provided to the FCA well before the date on which the issuer wishes the cancellation to take effect and at the very latest by 3pm on the business day before it is to take effect. If the information is received after 3pm on the business day before the issuer wishes the cancellation to take effect, it will normally be specified to take effect at the start of the business day following the next business day.

Withdrawing request

UKLR 21.3.7 G
  1. (1)

    1If an issuer requests the FCA to suspend or cancel the listing of its securities, it may withdraw its request at any time before the suspension or cancellation takes effect. The withdrawal request should initially be made by telephone and should then be confirmed in writing as soon as possible, with an explanation of the reasons for the withdrawal.

  2. (2)

    Even if an issuer withdraws its request, the FCA may still suspend or cancel the listing of the securities if it considers it is necessary to do so.

  3. (3)

    If an issuer has published either a statement or a circular that states that the issuer is seeking, or intends to seek, a suspension or cancellation and the issuer no longer intends to do so, it should, as soon as possible, notify a RIS with a statement to that effect.

Notice of cancellation or suspension

UKLR 21.3.8 G

1If an issuer requests the FCA to suspend or cancel the listing of its securities under UKLR 21.3.1R and the FCA agrees to do so, the notification given by the FCA to the issuer will include the following information:

  1. (1)

    the date on which the suspension or cancellation took effect or will take effect;

  2. (2)

    details of the suspension or cancellation; and

  3. (3)

    in relation to requests for suspension, details of the issuer’s right to apply for the suspension of its listed securities to be cancelled.

UKLR 21.4 Restoring listing

Revoking a cancellation of listing

UKLR 21.4.1 G

1If an issuer has the listing of its securities cancelled, it may only have them readmitted to the official list by re-applying for their listing.

Restoring a listing that is suspended

UKLR 21.4.2 R

1The FCA may restore the listing of any securities that have been suspended if it considers that the smooth operation of the market is no longer jeopardised or if the suspension is no longer required to protect investors. The FCA may restore the listing even though the issuer does not request it.

Requests to restore

UKLR 21.4.3 G
  1. (1)

    1An issuer that has the listing of any of its securities suspended may request the FCA to have them restored.

  2. (2)

    The request should be made sufficiently in advance of the time and date on which the issuer wishes the securities to be restored.

  3. (3)

    Requests received for when the market opens should allow sufficient time for the FCA to deal with the request.

  4. (4)

    The request may be an oral request. The FCA may require:

    1. (a)

      documentary evidence that the events that led to the suspension are no longer current (for example, financial reports have been published or an appropriate announcement has been made); and

    2. (b)

      written confirmation from the board that the issuer is otherwise in compliance with its obligations under the listing rules, the disclosure requirements, the transparency rules and the corporate governance rules,

    to process the request.

  5. (5)

    The FCA will issue a dealing notice on a RIS announcing the restoration.

Refusal of request to restore

UKLR 21.4.4 R

1The FCA will refuse a request to restore the listing of securities if it is not satisfied of the matters set out in UKLR 21.4.2R.

Withdrawal of a request to restore securities

UKLR 21.4.5 G
  1. (1)

    1If an issuer has requested the FCA to restore the listing of any securities, it may withdraw its request at any time while the securities are still suspended. The withdrawal request should initially be made by telephone and should then be confirmed in writing as soon as possible.

  2. (2)

    Even if a request to restore has been withdrawn, the FCA may restore the listing of securities if it believes the circumstances justify it.

Restoring listing of securitised derivatives

UKLR 21.4.6 G
  1. (1)

    1If an underlying instrument is restored, the securitised derivative’s listing will normally be restored.

  2. (2)

    For a securitised derivative relating to a basket of underlying instruments that has been suspended, the securitised derivative’s listing may be restored by the FCA, irrespective of whether the underlying instrument has been restored, if:

    1. (a)

      the issuer of the securitised derivative confirms to the FCA that, despite the relevant underlying instrument(s) suspension, a market in the securitised derivative will continue to be made; and

    2. (b)

      the FCA is satisfied that restoring the securitised derivative is not inconsistent with either the protection of investors or the smooth operation of the market.

UKLR 21.4.7 G

1For a miscellaneous security that carries a right to buy or subscribe for another security, the miscellaneous security’s listing will be restored if the security over which the miscellaneous security carries a right to buy or subscribe is restored.

Restoring listing of a shell company

UKLR 21.4.8 R

1Where the listing of a shell company’s equity shares has been suspended in accordance with UKLR 13.4, a shell company must contact the FCA as soon as possible in the event that the initial transaction is no longer in contemplation or will not be proceeding to completion.

UKLR 21.5 Transfer between listing categories

Application

UKLR 21.5.1 R

1This section applies to an issuer that wishes to transfer the category of its listing from:

  1. (1)

    the equity shares (international commercial companies secondary listing) category to the equity shares (commercial companies) category;

  2. (2)

    the equity shares (transition) category to the equity shares (commercial companies) category;

  3. (3)

    the equity shares (international commercial companies secondary listing) category to the closed-ended investment funds category;

  4. (4)

    the equity shares (transition) category to the closed-ended investment funds category;

  5. (5)

    the equity shares (international commercial companies secondary listing) category to the open-ended investment companies category;

  6. (6)

    the equity shares (transition) category to the open-ended investment companies category;

  7. (7)

    the open-ended investment companies category to the equity shares (international commercial companies secondary listing) category;

  8. (8)

    the open-ended investment companies category to the equity shares (commercial companies) category;

  9. (9)

    the equity shares (commercial companies) category to the equity shares (international commercial companies secondary listing) category;

  10. (10)

    the equity shares (commercial companies) category to the equity shares (shell companies) category;

  11. (11)

    the equity shares (commercial companies) category to the closed-ended investment funds category;

  12. (12)

    the equity shares (commercial companies) category to the open-ended investment companies category;

  13. (13)

    the closed-ended investment funds category to the equity shares (commercial companies) category;

  14. (14)

    the closed-ended investment funds category to the equity shares (international commercial companies secondary listing) category;

  15. (15)

    the equity shares (transition) category to the equity shares (international commercial companies secondary listing) category;

  16. (16)

    the equity shares (transition) category to the equity shares (shell companies) category; or

  17. (17)

    the equity shares (international commercial companies secondary listing) category to the equity shares (shell companies) category.

UKLR 21.5.2 G

1An issuer will only be able to transfer a listing of its equity shares from the closed-ended investment funds category to the equity shares (international commercial companies secondary listing) or the equity shares (commercial companies) category if it has ceased to be a closed-ended investment fund (for example, if it has become a commercial company). This is because UKLR 5.1.1R(1) and UKLR 14.1.1R(1) provide that UKLR 5 and UKLR 14 do not apply to an applicant for admission of the equity shares of a closed-ended investment fund.

UKLR 21.5.3 G

1An issuer will only be able to transfer a listing of its securities from the open-ended investment companies category to the equity shares (international commercial companies secondary listing) or the equity shares (commercial companies) category if it has ceased to be an open-ended investment company (for example, if it has become a commercial company). This is because UKLR 5.1.1R(2) and UKLR 14.1.1R(2) provide that UKLR 5 and UKLR 14 do not apply to an applicant for the admission of equity shares of an open-ended investment company.

UKLR 21.5.4 G

1An applicant which is applying to transfer its category of listing to the equity shares (shell companies) category from the equity shares (commercial companies) category, the equity shares (transition) category or the equity shares (international commercial companies secondary listing) category under UKLR 21.5.1R(10), (16) and (17) should consider the guidance in UKLR 13.2.2G to UKLR 13.2.3G.

Initial notification to the FCA

UKLR 21.5.5 R
  1. (1)

    1If an issuer wishes to transfer the category of its listing, it must notify the FCA of the proposal.

  2. (2)

    The notification must be made as early as possible and in any event not less than 20 business days before it sends the circular required under UKLR 21.5.6R(2)(a) or publishes the announcement required under UKLR 21.5.7R(2).

  3. (3)

    The notification must include:

    1. (a)

      an explanation of why the issuer is seeking the transfer;

    2. (b)

      if a sponsor’s letter is not required under UKLR 24.3.12R, an eligibility letter setting out how the issuer satisfies each listing rule requirement relevant to the category of listing to which it wishes to transfer;

    3. (c)

      a proposed timetable for the transfer; and

    4. (d)

      if an announcement is required to be published under UKLR 21.5.7R(2), a draft of that announcement.

Shareholder approval required in certain cases

UKLR 21.5.6 R
  1. (1)

    1This rule applies to a transfer of the listing of:

    1. (a)

      equity shares out of the closed-ended investment funds category; or

    2. (b)

      equity shares out of the equity shares (commercial companies) category.

  2. (2)

    The issuer must:

    1. (a)

      send a circular to the holders of the equity shares;

    2. (b)

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

    3. (c)

      notify a RIS of the passing of the resolution required under (3) below.

  3. (3)

    In the case of:

    1. (a)

      a transfer of the listing of equity shares out of the closed-ended investment funds category, the issuer must obtain at a general meeting the prior approval of a resolution for the transfer from a majority of not less than 75% of the votes attaching to the shares voted on the resolution; or

    2. (b)

      a transfer of equity shares out of the equity shares (commercial companies) category, the issuer must obtain at a general meeting the prior approval of a resolution for the transfer from:

      1. (i)

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

      2. (ii)

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

Announcement required in other cases

UKLR 21.5.7 R
  1. (1)

    1This rule applies to any transfer of a listing of equity shares other than a transfer referred to in UKLR 21.5.6R(1).

  2. (2)

    The issuer must publish an announcement on a RIS giving notice of its intention to transfer its listing category.

Approval and contents of circular

UKLR 21.5.8 R

1The circular referred to in UKLR 21.5.6R must:

  1. (1)

    comply with the requirements of UKLR 10.1, UKLR 10.2 and UKLR 10.3;

  2. (2)

    be approved by the FCA before it is circulated or published; and

  3. (3)

    include the anticipated transfer date (which must be not less than 20 business days after the passing of the resolution under UKLR 21.5.6R).

Approval and contents of announcement

UKLR 21.5.9 R

1The announcement referred to in UKLR 21.5.7R(2) must:

  1. (1)

    contain the same substantive information as would be required under UKLR 10.1 and UKLR 10.3 if it were a circular but modified as necessary so it is clear that no vote of holders of the relevant securities is required; and

  2. (2)

    include the anticipated transfer date (which must be not less than 20 business days after the date the announcement is published).

UKLR 21.5.10 R

1In the case of a transfer of the listing of equity shares into the equity shares (commercial companies) category, where:

  1. (1)

    the issuer is a sovereign controlled commercial company; and

  2. (2)

    the State which is a sovereign controlling shareholder is either:

    1. (a)

      recognised by the government of the UK as a State at the time the announcement is made; or

    2. (b)

      the UK,

    the announcement referred to in UKLR 21.5.7R(2) must include the information specified in UKLR 6.4.19R.

UKLR 21.5.11 R

1The announcement must be approved by the FCA before it is published.

Specific information required in circular or announcement

UKLR 21.5.12 G

1Information required under UKLR 10.3.1R(1) (Contents of all circulars) to be included in the circular or announcement should include an explanation of:

  1. (1)

    the background and reasons for the proposed transfer;

  2. (2)

    any changes to the issuer’s business that have been made or are proposed to be made in connection with the proposal;

  3. (3)

    the effect of the transfer on the issuer’s obligations under the listing rules;

  4. (4)

    how the issuer will meet any new eligibility requirements that the FCA must be satisfied of under UKLR 21.5.15R(3); and

  5. (5)

    any other matter that the FCA may reasonably require.

Applying for the transfer

UKLR 21.5.13 R

1If an issuer has initially notified the FCA under UKLR 21.5.5R, it may apply to the FCA to transfer the listing of its securities from one category to another. The application must include:

  1. (1)

    the issuer’s name;

  2. (2)

    details of the securities to which the transfer relates;

  3. (3)

    the date on which the issuer wishes the transfer to take effect;

  4. (4)

    a copy of any circular, announcement or other document on which the issuer is relying;

  5. (5)

    if relevant, evidence of any resolution required under UKLR 21.5.6R;

  6. (6)

    if an agent is making the application on the issuer’s behalf, confirmation that the agent has the issuer’s authority to do so;

  7. (7)

    the name and contact details of the person at the issuer (or, if appropriate, an agent) with whom the FCA should liaise in relation to the application; and

  8. (8)

    a copy of any announcement the issuer proposes to notify to a RIS, informing the market that the transfer has taken place.

Issuer must comply with eligibility requirements

UKLR 21.5.14 R
  1. (1)

    1An issuer applying for a transfer of its securities must comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities to the category of listing to which it wishes to transfer.

  2. (2)

    For the purposes of applying the eligibility requirements referred to in (1) to a transfer, unless the context otherwise requires, a reference in such a requirement:

    1. (a)

      to the admission of securities is to be taken to be a reference to the transfer of the securities; and

    2. (b)

      to a prospectus or listing particulars is to be taken to be a reference to the circular or announcement.

Approval of transfer

UKLR 21.5.15 R

1If an issuer applies for a transfer under UKLR 21.5.13R, the FCA may approve the transfer if it is satisfied that:

  1. (1)

    the issuer has complied with UKLR 21.5.6R or UKLR 21.5.7R (whichever is relevant);

  2. (2)

    the 20-business day period referred to in UKLR 21.5.8R or UKLR 21.5.9R (whichever is relevant) has elapsed; and

  3. (3)

    the issuer and the securities will comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities to the category of listing to which it wishes to transfer.

UKLR 21.5.16 G

1The FCA will not generally reassess compliance with eligibility requirements if the issuer has previously been assessed by the FCA as meeting those requirements under its existing listing category when its securities were listed.

When transfer takes effect

UKLR 21.5.17 R
  1. (1)

    1If the FCA approves a transfer of a listing, it must announce its decision on a RIS.

  2. (2)

    The transfer becomes effective when the FCA’s decision to approve is announced on the RIS.

  3. (3)

    The issuer must continue to comply with the requirements of its existing category of listing until the decision is announced on the RIS.

  4. (4)

    After the decision is announced, the issuer must comply with the requirements of the category of listing to which it has transferred.

Obligations under the Act and Prospectus Rules

UKLR 21.5.18 G

1An issuer may take steps, in connection with a transfer, which require it to consider whether a prospectus is necessary – for example, if the company or its capital is reconstituted in a way that could amount to an offer of transferable securities to the public. The issuer and its advisers should consider whether obligations under the Act and the Prospectus Rules may be triggered.

Transfer as an alternative to cancellation

UKLR 21.5.19 G

1There may be situations in which an issuer’s business has changed over a period of time so that it no longer meets the requirements of the applicable listing category against which it was initially assessed for listing. In those situations, the FCA may consider cancelling the listing of the equity shares or suggest to the issuer that, as an alternative, it applies for a transfer of its listing category. For example, for an issuer with equity shares listed in the equity shares (commercial company) category that becomes a shell company, the FCA may consider cancelling the listing of the equity shares or suggest to the issuer that, as an alternative, it applies for a transfer of its listing category to the equity shares (shell companies) category.

UKLR 21.6 Miscellaneous

Decision-making procedures for suspension, cancellation etc

UKLR 21.6.1 G

1The decision-making procedures that the FCA will follow when it cancels, suspends or refuses a request by an issuer to suspend, cancel or restore listing are set out in DEPP.

Suspension, cancellation or restoration by overseas exchange or authority

UKLR 21.6.2 R

1An issuer must inform the FCA if its listing has been suspended, cancelled or restored by an overseas exchange or overseas authority.

UKLR 21.6.3 G
  1. (1)

    1The FCA will not automatically suspend, cancel or restore the listing of securities at the request of an overseas exchange or overseas authority (for example, if listing of a listed issuer’s securities are suspended, cancelled or restored on its home exchange).

  2. (2)

    The FCA will not normally suspend the listing of securities where there is a trading halt for the security on its home exchange.

  3. (3)

    If a listed issuer requests a suspension, cancellation or restoration of the listing of its securities after a suspension, cancellation or restoration on its home exchange, the issuer should send to the FCA written confirmation:

    1. (a)

      that the suspension, cancellation or restoration of listing on its home exchange has become effective; or

    2. (b)

      if it has not yet become effective, of the time and date it is proposed to become effective.

  4. (4)

    If an overseas exchange or overseas authority requests the FCA to suspend, cancel or restore the listing of securities, the FCA will, wherever practical, contact the issuer or its sponsor before it suspends, cancels or restores the listing. Therefore, issuers are encouraged to contact the FCA at the same time as they contact their home exchange.

  5. (5)

    If the FCA is unable to contact the issuer or sponsor, it will suspend, cancel or restore the listing of the securities when it is satisfied that the listing of the relevant securities has been, or will be, suspended, cancelled or restored on their home exchange.