1A sponsor must comply with UKLR 24.

1A person applying for approval as a sponsor must comply with UKLR 24.4 (Criteria for approval as a sponsor).

[Note: UKLR 4.2 sets out the various circumstances in which an issuer must appoint or obtain guidance from a sponsor.]

1A sponsor must, in relation to a sponsor service:

1. (1)

   provide assurance to the FCA, when required, that the applicable requirements of the issuer with a listing of equity shares or applying for admission of its equity shares under the listing rules and the Prospectus Rules have been met;

2. (2)

   provide to the FCA any explanation or confirmation in such form and within such time limit as the FCA reasonably requires for the purposes of ensuring that the applicable requirements of the listing rules, the Prospectus Rules, the disclosure requirements and the transparency rules are being complied with by an issuer with a listing of equity shares or applying for admission of its equity shares; and

3. (3)

   guide the issuer with a listing of equity shares or applying for admission of its equity shares in understanding and meeting its responsibilities under the listing rules, the Prospectus Rules, the disclosure requirements and the transparency rules.

1A sponsor must, for so long as it provides a sponsor service:

1. (1)

   take such reasonable steps as are sufficient to ensure that any communication or information it provides to the FCA in carrying out the sponsor service is, to the best of its knowledge and belief, accurate and complete in all material respects; and

2. (2)

   as soon as possible provide to the FCA any information of which it becomes aware that materially affects the accuracy or completeness of information it has previously provided.

1A sponsor must, in relation to a sponsor service, act with due care and skill.

1A sponsor must, in relation to a sponsor service, act with honesty and integrity.

1Where, in relation to a sponsor service, a sponsor gives any guidance or advice to a listed issuer or applicant on the application or interpretation of the listing rules, the disclosure requirements or the transparency rules, the sponsor must take reasonable steps to satisfy itself that the director or directors of the listed issuer or applicant understand their responsibilities and obligations under the listing rules, the disclosure requirements and the transparency rules.

1A sponsor must at all times (whether in relation to a sponsor service or otherwise):

1. (1)

   deal with the FCA in an open and cooperative way; and

2. (2)

   deal with all enquiries raised by the FCA promptly.

1If, in connection with the provision of a sponsor service, a sponsor becomes aware that it, or an issuer with a listing of equity shares or applying for admission of its equity shares, is failing or has failed to comply with its obligations under the listing rules, the disclosure requirements or the transparency rules, the sponsor must promptly notify the FCA.

1A sponsor must, for so long as it provides a sponsor service, take all reasonable steps to identify conflicts of interest that could adversely affect its ability to perform its functions properly under this chapter.

1A sponsor must, for so long as it provides a sponsor service, take all reasonable steps to put in place and maintain effective organisational and administrative arrangements that ensure conflicts of interest do not adversely affect its ability to perform its functions properly under this chapter.

1A sponsor must, for so long as it provides a sponsor service, be reasonably satisfied that its organisational and administrative arrangements will ensure that its ability to perform its functions properly under this chapter will not be adversely affected by a conflict of interest. If a sponsor is not so reasonably satisfied in relation to a sponsor service, it must decline or cease to provide such sponsor service.

1If a listed issuer or applicant appoints more than one sponsor to provide a sponsor service:

1. (1)

   the appointment does not relieve any of the appointed sponsors of their obligations under UKLR 24; and

2. (2)

   the sponsors are each responsible for complying with the obligations under UKLR 24.

1 UKLR 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.]

1 UKLR 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.]

1 UKLR 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.

1 UKLR 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.

1A person wanting to provide sponsor services, and to be included on the list of sponsors, must apply to the FCA for approval as a sponsor by submitting the following to the Primary Market Specialist Supervision Team at the FCA’s address:

1. (1)

   a completed Sponsor Firm Application form;

2. (2)

   details of any matter in the past 5 years that would have been notifiable to the FCA pursuant to UKLR 24.5.12R(2), (3), (4) or (5), had the person been approved as a sponsor; and

3. (3)

   the application fee set out in FEES 3.

[Note: The Sponsor’s Firm Application form can be found on the Primary Markets section of the FCA’s website.]

1A person wanting to provide sponsor services and be included on the list of sponsors must also submit:

1. (1)

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

2. (2)

   verification of any information in such a manner as the FCA may specify.

1The FCA will approve a person as a sponsor only if it is satisfied that the person:

1. (1)

   is an authorised person or a member of a designated professional body;

2. (2)

   is competent to provide sponsor services in accordance with UKLR 24; and

3. (3)

   has appropriate systems and controls in place to carry out its role as a sponsor in accordance with UKLR 24.

1The FCA may impose restrictions or limitations on the sponsor services a sponsor can provide at the time of granting a sponsor’s approval.

1A sponsor must comply, at all times, with the criteria set out in UKLR 24.4.5R.

1A sponsor, or a person applying for approval as a sponsor, will not satisfy UKLR 24.4.5R(2) unless it has:

1. (1)

   a sufficient amount of relevant experience and expertise, demonstrated by having:

   1. (a)

      submitted a sponsor declaration to the FCA:

      1. (i)

         for a person applying for approval as a sponsor, within 5 years of the date of its application; and

      2. (ii)

         for a sponsor, within the previous 5 years; or

   2. (b)

      provided sufficient relevant corporate finance advisory services within the previous 5 years to persons:

      1. (i)

         with securities admitted to trading on, or applying for admission of securities to trading on, a UK RIE or a market established under the rules of a UK RIE; and

      2. (ii)

         each having an aggregate market value or expected aggregate market value of at least the amount specified in UKLR 3.2.7R(1)(a) or, where the sponsor or person applying for approval as a sponsor is doing so on the basis of providing sponsor services to closed-ended investment funds only, UKLR 3.2.7R(2),

      at the time such services were provided; and

2. (2)

   a sufficient number of employees with the skills and knowledge necessary for it to:

   1. (a)

      provide sponsor services in accordance with UKLR 24.2;

   2. (b)

      understand:

      1. (i)

         the rules and guidance directly relevant to sponsor services;

      2. (ii)

         the procedural requirements and processes of the FCA;

      3. (iii)

         the due diligence process required in order to provide sponsor services in accordance with UKLR 24.2 and UKLR 24.3;

      4. (iv)

         the responsibilities and obligations of a sponsor in UKLR 24; and

      5. (v)

         specialist industry sectors and/or certain types of company, if relevant to the sponsor services it provides or intends to provide; and

   3. (c)

      be able to comply with the key contact requirements in UKLR 24.4.28R.

1A sponsor, or a person applying for approval as a sponsor, will not satisfy UKLR 24.4.5R(3) unless it has in place:

1. (1)

   clear and effective reporting lines for the provision of sponsor services (including clear and effective management responsibilities);

2. (2)

   effective systems and controls which require employees with management responsibilities for the provision of sponsor services to understand and apply the requirements of UKLR 24;

3. (3)

   effective systems and controls for the appropriate supervision of employees engaged in the provision of sponsor services by the sponsor;

4. (4)

   effective systems and controls for compliance with all applicable listing rules at all times, including when performing sponsor services;

5. (5)

   effective systems and controls which require appropriate staffing arrangements for providing each sponsor service in line with the principles for sponsors in UKLR 24.2;

6. (6)

   effective systems and controls for employees engaged in the provision of sponsor services to receive appropriate guidance and training to provide each sponsor service in line with the principles for sponsors in UKLR 24.2;

7. (7)

   effective systems and controls to identify and manage conflicts of interest;

8. (8)

   effective systems and controls for compliance with each of the requirements in UKLR 24.4.12R(2)(b); and

9. (9)

   systems and controls which comply with the requirements of UKLR 24.4.25R.

1A sponsor must have effective arrangements to create and retain for 6 years accessible records which are sufficient to be capable of demonstrating that it has provided sponsor services and otherwise complied with its obligations under UKLR 24, including:

1. (1)

   where a declaration is to be submitted to the FCA:

   1. (a)

      under UKLR 24.3.3R(1), UKLR 24.3.7R(1), UKLR 24.3.11R(1) or UKLR 24.3.12R(2); or

   2. (b)

      pursuant to an appointment under UKLR 4.2.1R(5),

   the basis of each declaration given;

2. (2)

   where any opinion, assurance or confirmation is provided by a sponsor to the FCA or an issuer with a listing of equity shares or applying for admission of its equity shares in relation to a sponsor service, the basis of that opinion, assurance or confirmation;

3. (3)

   where a sponsor submits a request to the FCA:

   1. (a)

      to modify, waive or substitute the operation of UKLR 7, UKLR 8 or UKLR 11 pursuant to UKLR 4.2.3R; or

   2. (b)

      for individual guidance pursuant to UKLR 4.2.4R,

   the basis upon which any guidance, judgements or opinions made or given by the sponsor to an issuer which underlie the request have been made or given;

4. (4)

   where a sponsor provides guidance to an issuer with a listing of equity shares or applying for admission of its equity shares pursuant to UKLR 4.2.6R or UKLR 24.2.1R(3), the basis upon which the guidance is given and upon which any judgements or opinions underlying the guidance have been made or given; and

5. (5)

   the steps taken to comply with its obligations under UKLR 24.2.12R, UKLR 24.2.14R, UKLR 24.2.16R and UKLR 24.4.10R.

1For each sponsor service requiring the submission of a document to the FCA or contact with the FCA, a sponsor must:

1. (1)

   at the time of submission or on first making contact with the FCA in connection with the sponsor service, notify the FCA of the name and contact details of a key contact within the sponsor for that matter; and

2. (2)

   ensure that its key contact:

   1. (a)

      has sufficient knowledge about the listed issuer or applicant and the proposed matter to be able to answer queries from the FCA about it;

   2. (b)

      is available to answer queries from the FCA on any business day between 7am and 6pm;

   3. (c)

      is authorised to make representations to the FCA for and on behalf of the sponsor;

   4. (d)

      possesses technical knowledge of rules and guidance directly relevant to the sponsor service; and

   5. (e)

      understands the responsibilities and obligations of the sponsor under UKLR 24 in relation to the sponsor service.

1. (1)

   1The FCA may, by notice in writing given to a sponsor, require it to provide specified documents or specified information to the FCA.

2. (2)

   The sponsor must, as soon as practicable, provide to the FCA any documents or information that it has been required to provide under (1).

3. (3)

   This rule applies only to documents or information reasonably required by the FCA in connection with the performance of its functions in relation to a sponsor or a person that has appointed a sponsor.

1The FCA may impose restrictions or limitations on the sponsor services a sponsor can provide at any time following the grant of a sponsor’s approval.

1A sponsor must pay the annual fee set out in FEES 4 in order to remain on the list of sponsors.

1A sponsor must provide to the FCA on or after the first business day of January each year but no later than the last business day of January each year:

1. (1)

   written confirmation that it continues to satisfy the criteria for approval as a sponsor as set out in UKLR 24.4.5R; and

2. (2)

   for each of the criteria in that rule, evidence of the basis upon which it considers that it meets that criterion.

1Written confirmation must be provided by submitting a completed Sponsor Annual Notification form to the FCA by electronic mail to the address specified by the sponsor’s usual supervisory contact at the FCA.

[Note: The Sponsor Annual Notification form can be found on the Primary Markets section of the FCA’s website.]

1A sponsor must notify the FCA in writing as soon as possible if:

1. (1)
   1. (a)

      the sponsor ceases to satisfy the criteria for approval as a sponsor set out in UKLR 24.4.5R or becomes aware of any matter which, in its reasonable opinion, would be relevant to the FCA in considering whether the sponsor continues to comply with UKLR 24.4.10R; or

   2. (b)

      the sponsor becomes aware of any fact or circumstance relating to the sponsor or any of its directors, partners or employees engaged in the provision of sponsor services by the sponsor which, in its reasonable opinion, would be likely to adversely affect market confidence in sponsors;

2. (2)

   the sponsor, or any of its directors, partners or employees engaged in the provision of sponsor services by the sponsor, are:

   1. (a)

      convicted of any offence involving fraud, theft or other dishonesty; or

   2. (b)

      the subject of a bankruptcy proceeding, a receiving order or an administration order;

3. (3)

   any of its directors, partners or employees engaged in the provision of sponsor services by the sponsor are disqualified by a court from acting as a director of a company or from acting in a management capacity or conducting the affairs of any company;

4. (4)

   the sponsor, or any of its directors, partners or employees engaged in the provision of sponsor services by the sponsor, are subject to any public criticism, regulatory intervention or disciplinary action:

   1. (a)

      by the FCA;

   2. (b)

      by any UK RIE;

   3. (c)

      by any designated professional body;

   4. (d)

      by any body that is comparable to the FCA or a designated professional body; or

   5. (e)

      under any comparable legislation in any jurisdiction outside the United Kingdom;

5. (5)

   the sponsor resigns or is dismissed by a listed issuer or applicant, giving details of any relevant facts or circumstances;

6. (6)

   the sponsor changes its name;

7. (7)

   a listed issuer or applicant denies the sponsor access to documents or information that have been the subject of a reasonable request by the sponsor;

8. (8)

   it identifies or otherwise becomes aware of any material deficiency in the sponsor’s systems and controls;

9. (9)

   there is intended to be a change of control of the sponsor, any restructuring of the sponsor’s group, or a re-organisation of or a substantial change to the directors, partners or employees engaged in the provision of sponsor services by the sponsor; or

10. (10)

    there is expected to be a change in the financial position of the sponsor or any of its group companies that would be likely to adversely affect the sponsor’s ability to perform sponsor services or otherwise comply with UKLR 24.

1Where a sponsor is of the opinion that, notwithstanding the circumstances giving rise to a notification obligation under UKLR 24.5.12R, it continues to satisfy the ongoing criteria for approval as a sponsor in accordance with UKLR 24.4.10R, it must include in its notification to the FCA a statement to that effect and the basis for its opinion.

1A sponsor must not delegate any of its functions as such, or permit another person to perform those functions.

1A request by a sponsor for its approval as a sponsor to be cancelled must be in writing and must include:

1. (1)

   the sponsor’s name;

2. (2)

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

3. (3)

   the date on which the sponsor requests the cancellation to take effect;

4. (4)

   a signed confirmation that the sponsor will not provide any sponsor services as of the date the request is submitted to the FCA; and

5. (5)

   the name and contact details of the person at the sponsor with whom the FCA should liaise in relation to the request.

1A request by a sponsor for its approval as a sponsor to be suspended must be in writing and must include:

1. (1)

   the sponsor’s name;

2. (2)

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

3. (3)

   the date on which the sponsor requests the suspension to take effect;

4. (4)

   a signed confirmation that the sponsor will not provide any sponsor services as of the date the request is submitted to the FCA; and

5. (5)

   the name and contact details of the person at the sponsor with whom the FCA should liaise with in relation to the request.