UKLR 4.2 When a sponsor must be appointed or its guidance obtained

1An issuer with a listing of equity shares in, or applying for admission of its equity shares to, the equity shares (commercial companies) category, the closed-ended investment funds category or1 the equity shares (shell companies) category must appoint a sponsor on each occasion that the issuer:

1. (1)

   is required to submit any of the following documents to the FCA in connection with 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:

   1. (a)

      a prospectus or supplementary prospectus;

   2. (b)

      a summary document as required by article 1(5)(j) of the Prospectus Regulation; or

   3. (c)

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

2. (2)

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

3. (3)

   is required to submit to the FCA a reverse takeover circular for approval;

4. (4)

   is required by UKLR 11 (Closed-ended investment funds: requirements for listing and continuing obligations) to submit to the FCA a relevant related party transaction circular for approval;

5. (5)

   is required to do so by the FCA because it appears to the FCA that there is, or there may be, a breach of the listing rules, the disclosure requirements or the transparency rules by the listed issuer;

6. (6)

   is required by UKLR 8.2.1R(3) (including as modified by UKLR 11.5.4R) to obtain a confirmation that the terms of a proposed transaction or arrangement with a related party are fair and reasonable;

7. (7)

   is required by the FCA to have a sponsor 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;

8. (8)

   is required to procure that a sponsor contact the FCA as specified in UKLR 13.4, including so that the sponsor provides any requested confirmation; or

9. (9)

   is required to procure that a sponsor submits to the FCA a letter in relation to the issuer’s eligibility in connection with a reverse takeover under UKLR 7.5.13G(2).

1An issuer must appoint a sponsor where it applies to transfer its category of listing from:

1. (1)

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

2. (2)

   a listing in the equity shares (commercial companies) category to a listing in the equity shares (shell companies) category;

3. (3)

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

4. (4)

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

5. (5)

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

6. (6)

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

7. (7)

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

8. (8)

   a listing in the equity shares (transition) category to a listing in the equity shares (commercial companies) category;

9. (9)

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

10. (10)

    a listing in the equity shares (transition) category to a listing in the closed-ended investment funds category.

1An issuer with equity shares admitted to the equity shares (commercial companies) category or the closed-ended investment funds category must appoint a sponsor where it proposes to make a request to the FCA to modify, waive or substitute the operation of UKLR 7, UKLR 8 or UKLR 11.

1An issuer with a listing of equity shares in the equity shares (commercial companies) category or the closed-ended investment funds category must appoint a sponsor where it proposes to make a request to the FCA for individual guidance in relation to the listing rules, the disclosure requirements or the transparency rules in connection with a matter referred to in UKLR 7, UKLR 8 or UKLR 11.

1If an issuer with a listing of equity shares in the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category is proposing to enter into a transaction which, due to its size or nature, could amount to a reverse takeover or an initial transaction, it must obtain the guidance of a sponsor to assess the application of the listing rules, the disclosure requirements and the transparency rules.