1This chapter applies to an applicant for the admission of equity shares other than those of:

1. (1)

   a closed-ended investment fund;

2. (2)

   an open-ended investment company;

3. (3)

   a shell company; or

4. (4)

   an investment entity that is not a closed-ended investment fund or an open-ended investment company.

1This chapter applies to an applicant for the admission of equity shares to the equity shares (commercial companies) category except where:

1. (1)

   the applicant meets the following conditions:

   1. (a)

      it has an existing listing in the equity shares (commercial companies) category;

   2. (b)

      it is applying for the admission of equity shares of the same class as the shares that have been admitted to the equity shares (commercial companies) category; and

   3. (c)

      it is not entering into a transaction classified as a reverse takeover; or

2. (2)

   the following conditions are met:

   1. (a)

      a company has an existing listing in the equity shares (commercial companies) category;

   2. (b)

      the applicant is a new holding company of the company in (2)(a); and

   3. (c)

      the company in (2)(a) is not entering into a transaction classified as a reverse takeover.

1An applicant must satisfy the FCA that:

1. (1)

   the discretion of its board to make strategic decisions on behalf of the applicant has not been limited or transferred to a person outside the applicant’s group; and

2. (2)

   its board has the capability to act on key strategic matters in the absence of a recommendation from a person outside the applicant’s group.

1An applicant with a controlling shareholder must demonstrate that, despite having a controlling shareholder, the applicant is able to carry on the business it carries on as its main activity independently from such controlling shareholder at all times.

1Where:

1. (1)

   an applicant is a sovereign controlled commercial company; and

2. (2)

   the State which is a sovereign controlling shareholder is either:

   1. (a)

      recognised by the government of the UK as a State at the time the application is made; or

   2. (b)

      the UK,

   references to a controlling shareholder must be read as excluding a sovereign controlling shareholder in, or for the purposes of, UKLR 5.3.1R to UKLR 5.3.2G.

1An applicant must have in place a constitution that allows it to comply with the listing rules – in particular:

1. (1)

   UKLR 6.2.27R to vote on matters that must be decided by a resolution of the holders of the listed company’s equity shares that have been admitted to the equity shares (commercial companies) category; and

2. (2)

   for an applicant with a controlling shareholder, UKLR 6.2.8R and UKLR 6.2.9R concerning the election and re-election of independent directors.

1An applicant must have in place a constitution which ensures that all equity shares in a class that has been admitted to the equity shares (commercial companies) category carry an equal number of votes on any shareholder vote.

1Where the applicant will have more than one class of equity shares admitted to the equity shares (commercial companies) category, the aggregate voting rights of the equity shares in each class should be broadly proportionate to the relative interests of those classes in the equity of the listed company.

1Where the applicant will have specified weighted voting rights shares in issue following admission, the applicant must have in place, on the first occasion the applicant makes an application for the admission of equity shares to the equity shares (commercial companies) category, a constitution which ensures that all of the following conditions are met:

1. (1)

   The specified weighted voting rights shares may only be issued to a person who, on the first occasion the applicant makes an application for the admission of equity shares to the equity shares (commercial companies) category, was:

   1. (a)

      a director of the applicant;

   2. (b)

      an investor in, or shareholder of, the applicant;

   3. (c)

      an employee of the applicant;

   4. (d)

      a person established for the sole benefit of, or solely owned and controlled by, a person specified in (a), (b) or (c); or

   5. (e)

      where the applicant is a sovereign controlled commercial company, a sovereign controlling shareholder.

2. (2)
   1. (a)

      The voting rights attached to the specified weighted voting rights shares issued to a person specified in (b) in accordance with (1) may only count towards shareholder votes for a period of 10 years beginning with the date on which the issuer first had a class of shares admitted to listing.

   2. (b)

      A person specified for the purposes of (a) is an investor in, or shareholder of, the applicant which is not a natural person, except for:

      1. (i)

         a person established for the sole benefit of, or solely owned and controlled by, a person who is a natural person; and

      2. (ii)

         a sovereign controlling shareholder.

3. (3)

   The voting rights attached to specified weighted voting rights shares issued in accordance with (1) may not be transferred except to a person established for the sole benefit of, or solely owned and controlled by, a person specified in (1)(a), (b) or (c) to whom such specified weighted voting rights shares were issued.

4. (4)

   The holders of the specified weighted voting rights shares cannot exercise the voting rights attached to specified weighted voting rights shares on the shareholder votes referred to in UKLR 6.2.27R(1).

1If the law of the country of its incorporation does not confer on shareholders rights which are at least equivalent to UKLR 9.2.1R, an overseas company applying for a listing in the equity shares (commercial companies) category must:

1. (1)

   ensure that its constitution provides for rights which are at least equivalent to the rights provided in UKLR 9.2.1R (as qualified by UKLR 9.2.2R); and

2. (2)

   be satisfied that conferring such rights would not be incompatible with the law of the country of its incorporation.

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.

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.

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.

1The FCA will not admit shares of an applicant incorporated in a third country that are not listed either in its country of incorporation or in the country in which a majority of its shares are held, unless the FCA is satisfied that the absence of the listing is not due to the need to protect investors.