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UKLR 6.2 Requirements with continuing application

Admission to trading

UKLR 6.2.1R

1A listed company must comply with UKLR 3.2.3R at all times.

UKLR 6.2.2R

1A listed company must inform the FCA in writing as soon as possible if it has:

  1. (1)

    requested a RIE to admit or re-admit any of its listed equity shares to trading;

  2. (2)

    requested a RIE to cancel or suspend trading of any of its listed equity shares; or

  3. (3)

    been informed by a RIE that trading of any of its listed equity shares will be cancelled or suspended.

Controlling shareholders

UKLR 6.2.3R

1A listed company with a controlling shareholder must be able to carry on the business it carries on as its main activity independently from such controlling shareholder at all times.

UKLR 6.2.4G

1UKLR 5.3.2G provides guidance on factors that may indicate that a listed company with a controlling shareholder is not carrying on the business it carries on as its main activity independently from a controlling shareholder.

UKLR 6.2.5R

1Where a listed company has a controlling shareholder, it must have in place at all times a constitution that allows the election and re-election of independent directors to be conducted in accordance with UKLR 6.2.8R and UKLR 6.2.9R.

UKLR 6.2.6R
  1. (1)

    1This rule applies where a person becomes a controlling shareholder of a listed company which did not previously have a controlling shareholder, as a result of changes in ownership or control of the listed company.

  2. (2)

    Where this rule applies, the listed company has until the date of the next annual general meeting of the listed company, other than an annual general meeting for which notice:

    1. (a)

      has already been given; or

    2. (b)

      is given within a period of 3 months from the event that resulted in that person becoming a controlling shareholder,

    to comply with UKLR 6.2.5R.

UKLR 6.2.7G

1In complying with UKLR 6.2.5R, a listed company may allow an existing independent director who is being proposed for re-election (including any such director who was appointed by the board of the listed company until the next annual general meeting) to remain in office until any resolution required by UKLR 6.2.9R has been voted on.

UKLR 6.2.8R

1Where UKLR 6.2.5R applies, the election or re-election of any independent director by shareholders must be approved by:

  1. (1)

    the shareholders of the listed company; and

  2. (2)

    the independent shareholders of the listed company.

UKLR 6.2.9R

1Where UKLR 6.2.8R applies, if the election or re-election of an independent director is not approved by both the shareholders and the independent shareholders of the listed company, but the listed company wishes to propose that person for election or re-election as an independent director, the listed company must propose a further resolution to elect or re-elect the proposed independent director which:

  1. (1)

    must not be voted on within a period of 90 days from the date of the original vote;

  2. (2)

    must be voted on within a period of 30 days from the end of the period set out in (1); and

  3. (3)

    must be approved by the shareholders of the listed company.

Statements by directors in relation to a shareholder resolution

UKLR 6.2.10R

1Where:

  1. (1)

    a listed company has a controlling shareholder; and

  2. (2)

    the controlling shareholder or any of its associates proposes or procures the proposal of a shareholder resolution which a director considers is intended or appears to be intended to circumvent the proper application of the listing rules,

the circular accompanying the notice of meeting which contains the relevant shareholder resolution must set out a statement by the board of the director’s opinion in respect of the resolution.

Compliance with the disclosure requirements, transparency rules and corporate governance rules

UKLR 6.2.11G

1A listed company whose equity shares are admitted to trading on a regulated market should consider its obligations under the disclosure requirements.

UKLR 6.2.12R

1A listed company that is not already required to comply with the obligations referred to under article 17 of the Market Abuse Regulation must comply with those obligations as if it were an issuer for the purposes of the disclosure requirements and transparency rules subject to article 22 of the Market Abuse Regulation.

UKLR 6.2.13G

1A listed company whose equity shares are admitted to trading on a regulated market should consider its obligations under DTR 4 (Periodic Financial Reporting), DTR 5 (Vote Holder and Issuer Notification Rules), DTR 6 (Continuing obligations and access to information) and DTR 7 (Corporate governance).

UKLR 6.2.14R

1A listed company that is not already required to comply with the transparency rules must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules.

Disclosure of rights attached to equity shares

UKLR 6.2.15R

1Unless exempted in UKLR 6.2.18R, a listed company must:

  1. (1)

    forward to the FCA for publication a copy of one or more of the following:

    1. (a)

      the approved prospectus or listing particulars for its listed equity shares;

    2. (b)

      the relevant agreement or document setting out the terms and conditions on which its listed equity shares were issued; or

    3. (c)

      a document describing:

      1. (i)

        the rights attached to its listed equity shares;

      2. (ii)

        limitations on such rights; and

      3. (iii)

        the procedure for the exercise of such rights,

      produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the listed company been required to produce a prospectus for those listed equity shares; and

  2. (2)

    if the information in relation to the rights attached to its listed equity shares set out in the document previously forwarded in accordance with (1) is no longer accurate, forward to the FCA for publication a copy of either of the following:

    1. (a)

      a new document in accordance with (1); or

    2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the listed company’s listed equity shares.

UKLR 6.2.16R

1The documents in UKLR 6.2.15R must be forwarded to the FCA for publication by uploading them to the national storage mechanism.

UKLR 6.2.17G

1The purpose of UKLR 6.2.15R is to require listed companies to maintain publicly available information in relation to the rights attached to their listed equity shares so that investors can access such information.

UKLR 6.2.18R

1A listed company is exempt from UKLR 6.2.15R where:

  1. (1)

    it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 6.2.15R(1);

  2. (2)

    if the information in relation to the rights attached to its listed equity shares set out in the document previously forwarded or filed in accordance with (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following:

    1. (a)

      one of the documents specified in UKLR 6.2.15R(1); or

    2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the listed company’s listed equity shares; and

  3. (3)

    the documents in (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by:

    1. (a)

      forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility; or

    2. (b)

      uploading them to the national storage mechanism.

First point of contact details

UKLR 6.2.19R

1A listed company must ensure that the FCA is provided with up-to-date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FCA in relation to the company’s compliance with the listing rules, the disclosure requirements and the transparency rules.

UKLR 6.2.20G

1The contact person referred to in UKLR 6.2.19R will be expected to be:

  1. (1)

    knowledgeable about the listed company and the listing rules applicable to it;

  2. (2)

    capable of ensuring that appropriate action is taken on a timely basis; and

  3. (3)

    contactable on business days between the hours of 7am and 7pm.

Sponsors

UKLR 6.2.21G

1A listed company should consider its notification obligations under UKLR 4.3.

Shares in public hands

UKLR 6.2.22R

1A listed company must comply with UKLR 5.5.1R to UKLR 5.5.3R at all times.

Publication of unaudited financial information

UKLR 6.2.23R
  1. (1)

    1This rule applies to a listed company that has published:

    1. (a)

      any unaudited financial information in a reverse takeover circular or a prospectus; or

    2. (b)

      any profit forecast or profit estimate.

  2. (2)

    The first time a listed company publishes financial information as required by DTR 4.1 after the publication of the unaudited financial information, profit forecast or profit estimate, it must:

    1. (a)

      reproduce that financial information, profit forecast or profit estimate in its next annual report and accounts;

    2. (b)

      produce and disclose in the annual report and accounts the actual figures for the same period covered by the information reproduced under paragraph (2)(a); and

    3. (c)

      provide an explanation of the difference, if there is a difference of 10% or more between the figures required by paragraph (2)(b) and those reproduced under paragraph (2)(a).

UKLR 6.2.24G

1UKLR 6.2.23R does not apply to:

  1. (1)

    pro forma financial information prepared in accordance with Annex 1 and Annex 2 of the PR Regulation; or

  2. (2)

    any preliminary statements of annual results or half-yearly or quarterly reports that are reproduced with the unaudited financial information.

Externally managed companies

UKLR 6.2.25R

1An issuer must at all times ensure that the discretion of its board to make strategic decisions on behalf of the company has not been limited or transferred to a person outside the issuer’s group, and that the board has the capability to act on key strategic matters in the absence of a recommendation from a person outside the issuer’s group.

Equal voting rights within a listed class

UKLR 6.2.26R

1A listed company must at all times maintain constitutional arrangements that comply with UKLR 5.4.2R.

Voting on matters relevant to listing in the equity shares (commercial companies) category

UKLR 6.2.27R
  1. (1)

    1Where the provisions of UKLR 9, UKLR 21.2 or UKLR 21.5 require a shareholder vote to be taken, that vote 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.

  2. (2)

    Where the provisions of UKLR 6.2.8R, UKLR 21.2.8R or UKLR 21.5.6R(3)(b)(ii) require that the resolution must in addition be approved by independent shareholders, only independent shareholders who hold the listed company’s equity shares that have been admitted to the equity shares (commercial companies) category can vote.

UKLR 6.2.28G

1The FCA may modify the operation of UKLR 6.2.27R in exceptional circumstances – for example, to accommodate the operation of:

  1. (1)

    special share arrangements designed to protect the national interest;

  2. (2)

    dual-listed company voting arrangements; and

  3. (3)

    voting rights attaching to preference shares or similar securities that are in arrears.

Listed companies with more than one class admitted

UKLR 6.2.29R

1Where a listed company has 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.

UKLR 6.2.30G

1In assessing whether the voting rights attaching to different classes of listed equity shares are proportionate for the purposes of UKLR 6.2.29R, the FCA will have regard to the following non-exhaustive list of factors:

  1. (1)

    the extent to which the rights of the classes differ other than their voting rights – for example, with regard to dividend rights or entitlement to any surplus capital on winding up;

  2. (2)

    the extent of dispersion and relative liquidity of the classes; and/or

  3. (3)

    the commercial rationale for the difference in the rights.

Listed companies with specified weighted voting rights shares in issue

UKLR 6.2.31R

1For so long as a listed company has specified weighted voting rights shares in issue, the listed company must at all times maintain constitutional arrangements that comply with UKLR 5.4.5R.

UKLR 6.2.32G

The effect of UKLR 5.4.5R(4) and UKLR 6.2.27R(1) is that the voting rights attached to specified weighting voting rights shares may not count towards the shareholder votes referred to in UKLR 6.2.27R(1).

UKLR 6.2.33G

1The FCA may modify the operation of UKLR 6.2.31R in exceptional circumstances – for example, to accommodate the operation of:

  1. (1)

    special share arrangements designed to protect the national interest;

  2. (2)

    dual-listed company voting arrangements; and

  3. (3)

    voting rights attaching to preference shares or similar securities that are in arrears.

Sovereign controlled commercial companies

UKLR 6.2.34R
  1. (1)

    1Where:

    1. (a)

      a listed company is a sovereign controlled commercial company and:

      1. (i)

        has a sovereign controlling shareholder which was a controlling shareholder on the first occasion on which the company made an application for the admission of equity shares to the equity shares (commercial companies) category;

      2. (ii)

        has made a notification in accordance with UKLR 6.4.18R and UKLR 6.4.19R; or

      3. (iii)

        made an announcement in accordance with UKLR 21.5.7R(2) and UKLR 21.5.10R when it transferred the listing of its equity shares to the equity shares (commercial companies) category; and

    2. (b)

      the sovereign controlling shareholder is either:

      1. (i)

        recognised by the government of the UK as a State; or

      2. (ii)

        the UK,

      references to controlling shareholder must be read as excluding a sovereign controlling shareholder in, or for the purposes of, the provisions set out in (2).

  2. (2)

    The provisions referred to in (1) are:

    1. (a)

      UKLR 6.2.3R; and

    2. (b)

      UKLR 6.2.4G.

Notifications to the FCA: notifications regarding continuing obligations

UKLR 6.2.35R

1A listed company must notify the FCA without delay if it does not comply with any continuing obligation set out in UKLR 6.2.3R, UKLR 6.2.5R, UKLR 6.2.8R, UKLR 6.2.9R, UKLR 6.2.22R, UKLR 6.2.26R, UKLR 6.2.27R, UKLR 6.2.29R or UKLR 6.2.31R.

Notifications to the FCA: notifications regarding UKLR 6.6.2R

UKLR 6.2.36R

1A listed company must notify the FCA without delay if its annual financial report contains a statement of the kind specified under UKLR 6.6.2R.

Inability to comply with continuing obligations

UKLR 6.2.37G

1Where a listed company is unable to comply with a continuing obligation set out in UKLR 6.2, it should consider seeking a cancellation of listing or applying for a transfer of its listing category. In particular, the listed company should note UKLR 21.2.2G(2) and UKLR 21.5.18G.