UKLR 24.3 Role of a sponsor: transactions

1UKLR 24.3.2R to UKLR 24.3.4G apply in relation to an application for admission of equity shares to the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category if:

1. (1)

   an applicant does not have equity shares already admitted to listing;

2. (2)

   the conditions in UKLR 5.1.2R(1) or UKLR 5.1.2R(2) do not apply; and

3. (3)

   in connection with the application, the applicant is required:

   1. (a)

      to publish a document under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation; or

   2. (b)

      to submit to the FCA:

      1. (i)

         a prospectus or supplementary prospectus;

      2. (ii)

         a summary document under article 1(5)(j) of the Prospectus Regulation; or

      3. (iii)

         for an issuer that is a closed-ended investment fund, listing particulars or supplementary listing particulars.

1A sponsor must not submit to the FCA an application on behalf of an applicant, in accordance with UKLR 20, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:

1. (1)

   the applicant has satisfied all requirements of the listing rules relevant to an application for admission;

2. (2)

   the applicant has satisfied all applicable requirements set out in the Prospectus Rules;

3. (3)

   the directors of the applicant have a reasonable basis on which to make any working capital statement included in the document referred to in UKLR 24.3.1R;

4. (4)

   the directors of the applicant have established procedures which enable the applicant to comply with the listing rules, the disclosure requirements and the transparency rules on an ongoing basis; and

5. (5)

   the directors of the applicant have established procedures which provide a reasonable basis for them to make proper judgements on an ongoing basis as to the financial position and prospects of the applicant and its group.

1A sponsor must:

1. (1)

   submit a completed Sponsor’s Declaration on an Application for Listing to the FCA either:

   1. (a)

      on the day the FCA is to consider the application for approval of a document referred to in UKLR 4.2.1R(1) and prior to the time such document is approved; or

   2. (b)

      at a time agreed with the FCA, if the FCA is not approving such document;

2. (2)

   submit a completed Shareholder Statement or Pricing Statement, as applicable, to the FCA by 9am on the day the FCA is to consider the application;

3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FCA in considering:

   1. (a)

      the application for admission; and

   2. (b)

      whether the admission of the equity shares would be detrimental to investors’ interests,

   have been disclosed with sufficient prominence in the document referred to in UKLR 4.2.1R(1) or UKLR 4.2.1R(2), or otherwise in writing to the FCA; and

4. (4)

   submit a letter to the FCA setting out how the applicant satisfies the criteria in UKLR 3 and, if applicable, UKLR 5, UKLR 11 or UKLR 13, no later than when the first draft of the document referred to in UKLR 4.2.1R(1) or UKLR 4.2.1R(2) is submitted (or, if the FCA is not approving such document, at a time to be agreed with the FCA).

[Note: The Sponsor’s Declaration on an Application for Listing, the Shareholder Statement and the Pricing Statement forms can be found on the Primary Markets section of the FCA’s website.]

1UKLR 24.3.6R to UKLR 24.3.8G apply in relation to an application for admission of equity shares to the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category of an applicant that has securities already admitted to listing or in circumstances in which UKLR 5.1.2R(1) or UKLR 5.1.2R(2) apply.

1A sponsor appointed in accordance with UKLR 4.2.1R must not submit to the FCA an application on behalf of an applicant, in accordance with UKLR 20, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:

1. (1)

   the applicant has satisfied all requirements of the listing rules relevant to an application for admission;

2. (2)

   the applicant has satisfied all applicable requirements set out in the Prospectus Rules; and

3. (3)

   the directors of the applicant have a reasonable basis on which to make any working capital statement included in the document referred to in UKLR 4.2.1R(1).

1A sponsor must:

1. (1)

   submit a completed Sponsor’s Declaration on an Application for Listing to the FCA either:

   1. (a)

      on the day the FCA is to consider the application for approval of the document referred to in UKLR 4.2.1R(1) and prior to the time such document is approved; or

   2. (b)

      at a time agreed with the FCA if the FCA did not approve the document referred to in UKLR 4.2.1R(1);

2. (2)

   submit a completed Shareholder Statement or Pricing Statement, as applicable, to the FCA by 9am on the day the FCA is to consider the application; and

3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FCA in considering the application for admission have been disclosed with sufficient prominence in the document referred to in UKLR 4.2.1R(1) or UKLR 4.2.1R(2), or otherwise in writing to the FCA.

[Note: The Sponsor’s Declaration on an Application for Listing, the Shareholder Statement and the Pricing Statement forms can be found on the Primary Markets section of the FCA’s website.]

1UKLR 24.3.10R to UKLR 24.3.13R apply in relation to transactions involving an issuer with equity shares admitted to listing that is required to submit to the FCA for approval a reverse takeover circular or a relevant related party transaction circular required by UKLR 11.

1A sponsor must not submit to the FCA, on behalf of a listed issuer, a reverse takeover circular or a relevant related party transaction circular required by UKLR 11 for approval, unless the sponsor has come to a reasonable opinion, after having made due and careful enquiry, that:

1. (1)

   the listed issuer has satisfied all requirements of the listing rules relevant to the production of a reverse takeover circular or a relevant related party transaction circular required by UKLR 11; and

2. (2)

   the transaction will not have an adverse impact on the listed issuer’s ability to comply with the listing rules, the disclosure requirements or the transparency rules.

1A sponsor acting on a transaction falling within UKLR 24.3.9R must:

1. (1)

   submit a completed Sponsor’s Declaration for the Production of a Circular to the FCA on the day the circular is to be approved by the FCA and prior to the time the circular is approved;

2. (2)

   submit a Pricing Statement, if applicable, to the FCA by 9am on the day the FCA is to consider the application; and

3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FCA in considering the transaction have been disclosed with sufficient prominence in the documentation or otherwise in writing to the FCA.

[Note: The Sponsor’s Declaration for the Production of a Circular, the Shareholder Statement and the Pricing Statement forms can be found on the Primary Markets section of the FCA’s website.]

1In relation to a proposed transfer under UKLR 21.5.1 R, if a sponsor is appointed in accordance with UKLR 4.2.2R, it must:

1. (1)

   submit a letter to the FCA setting out how the issuer satisfies each listing rule requirement relevant to the category of listing to which it wishes to transfer, by no later than when the first draft of the document referred to in UKLR 21.5.6R(2)(a) or UKLR 21.5.7R(2) is submitted;

2. (2)

   submit a completed Sponsor’s Declaration for a Transfer of Listing to the FCA for the proposed transfer on the day the document referred to in UKLR 21.5.6R(2)(a) or UKLR 21.5.7R(2) is to be approved by the FCA and before it is approved; and

3. (3)

   ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FCA in considering the transfer between listing categories have been disclosed with sufficient prominence in the document referred to in UKLR 21.5.6R(2)(a) or UKLR 21.5.7R(2) or otherwise in writing to the FCA.

[Note: The Sponsor’s Declaration for a Transfer of Listing form can be found on the Primary Markets section of the FCA website.]

1A sponsor must not submit to the FCA on behalf of an issuer a final circular or announcement for approval or a Sponsor’s Declaration for a Transfer of Listing, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:

1. (1)

   the issuer satisfies all eligibility requirements of the listing rules that are relevant to the new category to which it is seeking to transfer;

2. (2)

   the issuer has satisfied all requirements relevant to the production of the circular required under UKLR 21.5.6R(2)(a) or the announcement required under UKLR 21.5.7R(2) (whichever is relevant);

3. (3)

   the directors of the issuer have established procedures which enable the issuer to comply with the listing rules, the disclosure requirements and the transparency rules on an ongoing basis; and

4. (4)

   the directors of the issuer have established procedures which provide a reasonable basis for them to make proper judgements on an ongoing basis as to the financial position and prospects of the issuer and its group.

1UKLR 24.3.13R(3) and UKLR 24.3.13R(4) do not apply in relation to an issuer that was required to meet these requirements under its existing listing category.

1A sponsor acting on an initial transaction by an issuer with equity shares admitted to the equity shares (shell companies) category must provide such written confirmations to the FCA as may be required in connection with the initial transaction as specified in UKLR 13.4 before the issuer makes an announcement in respect of such initial transaction under UKLR 13.4.