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UKLR 5.5 Shares in public hands

UKLR 5.5.1R

1Where an applicant is applying for the admission of a class of equity shares to listing in the equity shares (commercial companies) category, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public.

UKLR 5.5.2R

1For the purposes of UKLR 5.5.1R:

  1. (1)

    a sufficient number of shares will be taken to have been distributed to the public when 10% of the shares for which application for admission has been made are in public hands; and

  2. (2)

    treasury shares are not to be taken into consideration when calculating the number of shares of the class.

UKLR 5.5.3R

1For the purposes of UKLR 5.5.1R and UKLR 5.5.2R, shares are not held in public hands if they are:

  1. (1)

    held, directly or indirectly, by:

    1. (a)

      a director of the applicant or of any of its subsidiary undertakings;

    2. (b)

      a person connected with a director of the applicant or of any of its subsidiary undertakings;

    3. (c)

      the trustees of any employees’ share scheme or pension fund established for the benefit of any directors and employees of the applicant and its subsidiary undertakings;

    4. (d)

      any person who, under any agreement, has a right to nominate a person to the board of directors of the applicant; or

    5. (e)

      any person or persons in the same group or persons acting in concert who have an interest in 5% or more of the shares of the relevant class; or

  2. (2)

    subject to a lock-up period of more than 180 calendar days.

UKLR 5.5.4G

1When calculating the number of shares for the purposes of UKLR 5.5.3R(1)(e), holdings of investment managers in the same group will be disregarded where:

  1. (1)

    investment decisions are made independently by the individual in control of the relevant fund; and

  2. (2)

    those decisions are unfettered by the group to which the investment manager belongs.