UKLR 22.3 Reverse takeovers
Cancellation of listing
1If a listed company is proposing to enter into a transaction classified as a reverse takeover, it should consider UKLR 21.2.2G and UKLR 21.2.5G.
1Where a listed company completes a reverse takeover, the FCA will seek to cancel the listing of an issuer’s equity shares 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.
1Where the listed company’s listing is cancelled following completion of a reverse takeover, the issuer must re-apply for the listing of the shares in a different listing category.
1UKLR 22.3.6G sets out circumstances in which the FCA will generally be satisfied that a cancellation is not required.
Acquisitions of targets (issuer to change its listing category from the equity shares (transition) category if issuer wishes to remain listed)
1Where a listed company completes a reverse takeover (regardless of whether those acquired shares are also listed in the equity shares (transition) category):
- (1)
Unless the FCA is satisfied that the circumstances exist such that cancellation is not required, the FCA will seek to cancel the listing of the listed company’s equity shares; and
- (2)
the listed company would be required to re-apply for admission to a different listing category.
1The FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if:
- (1)
the target is listed with a different listing category from that of the listed company;
- (2)
the listed company wishes to transfer its listing to a different listing category in conjunction with the acquisition; and
- (3)
the listed company as enlarged by the relevant acquisition complies with the relevant requirements of UKLR 21.5 to transfer to a different listing category.
1A listed company proposing to transfer its listing to the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category should consider its obligation to appoint a sponsor under UKLR 4.2.2R.
1A listed company or, where a sponsor has been appointed in accordance with UKLR 4.2.2R, a sponsor on behalf of a listed company, must contact the FCA as early as possible:
- (1)
before a reverse takeover which has been agreed or is in contemplation is announced; or
- (2)
where details of the reverse takeover have leaked,
to discuss whether a cancellation of listing is appropriate on completion of the reverse takeover.