UKLR TP 1 Transitional provisions: general

Definition of ‘inflight applicant’

1.

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In these transitional provisions, ‘inflight applicant’ means an applicant for the admission of securities:

From 29 July 2024

29 July 2024

(1)

that has made a complete submission to the FCA for an eligibility review for listing by 4pm on the date on which the UK Listing Rules Instrument 2024 (FCA 2024/23) is published and where the securities have not been admitted to listing prior to 29 July 2024; and

(2)

whose submission for an eligibility review for listing has not been withdrawn or lapsed.

Transitional provision in relation to waivers and modifications

2.

UKLR

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(1)

This transitional provision applies where: Indefinitely

Indefinitely

29 July 2024

(a)

a rule contained in the Listing Rules sourcebook as it applied immediately before 29 July 2024 (the ‘predecessor rule’) has been dispensed with or modified in accordance with section 101(2) of the Act in a way that has continuing effect; and

(b)

the predecessor rule is substantively the same as a rule contained in the UKLR sourcebook (the ‘successor rule’).

(2)

Where this transitional provision applies, the dispensation or modification given in relation to the predecessor rule is treated as a dispensation or modification given in relation to the successor rule, until the dispensation or modification ceases to have effect on its terms, or is revoked, whichever is the earlier.

Transitional provisions in relation to contact details under UKLR 1

3.

UKLR 1.3.5R, UKLR 1.3.7R and UKLR 1.3.8R

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(1)

This transitional provision applies to an issuer which:

From 29 July 2024 up to and including 29 January 2025

29 July 2024

(a)

is a listed company which had a listing of securities immediately before 29 July 2024;

(b)

is a listed company which was an inflight applicant; or

(c)

is an inflight applicant.

(2)

UKLR 1.3.5R, UKLR 1.3.7R and UKLR 1.3.8R are not applicable to an issuer to which this transitional provision applies.

Transitional provisions in relation to Listing Principles under UKLR 2

4.

UKLR 2.1.1R and UKLR 2.2.1R

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(1)

This transitional provision applies to an issuer which:

From 29 July 2024 up to and including 29 January 2025

29 July 2024

(a)

is a listed company which had securities admitted to what was previously known as ‘standard listing’ under the Listing Rules sourcebook (as it applied immediately before 29 July 2024) immediately before 29 July 2024; or

(b)

is a listed company which was an inflight applicant whose submission for an eligibility review related to an application for the admission of securities to what was previously known as ‘standard listing’ under the Listing Rules sourcebook as it applied immediately before 29 July 2024.

(2)

Listing Principles 3 to 6 are not applicable to an issuer to which this transitional provision applies.

Transitional provisions in relation to eligibility requirements for inflight applicants

5.

UKLR 13.2

UKLR 14.2

UKLR 22

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(1)

This provision applies to an inflight applicant:

From 29 July 2024 up to and including 29 July 2025

29 July 2024

(a)

which, prior to 29 July 2024 was applying for the admission of equity shares to what was previously known as the ‘standard listing (shares)’ category under the Listing Rules sourcebook as it applied immediately before 29 July 2024; and

(b)

where there has not been a material change to the applicant’s overall business proposition during the period since the date on which the applicant made its complete submission for eligibility review for listing.

(2)

The requirements for listing in UKLR 13.2 and UKLR 14.2 are not applicable to an issuer to which this transitional provision applies.

(3)

The requirements for listing set out in section 14.2 of the Listing Rules sourcebook (as it applied immediately before 29 July 2024) shall apply to an issuer to which this transitional provision applies.

(4)

The application for admission to listing of the equity shares will otherwise be treated as an application for the admission of equity shares to the following listing categories:

(a)

in the case of an issuer which is a shell company, the equity shares (shell companies) category;

(b)

in the case of an issuer where the FCA has agreed that the equity shares will be listed in the equity shares (international commercial companies secondary listing) category, the equity shares (international commercial companies secondary listing) category; and

(c)

in any other case, the equity shares (transition) category.

(5)

For the purposes of (4)(b), the FCA will generally agree that the equity shares will be listed in the equity shares (international commercial companies secondary listing) category where the following characteristics are met:

(a)

the issuer is an overseas company or an overseas public sector issuer; and

(b)

the equity shares:

(i)

are admitted to trading on an overseas regulated, regularly operating, recognised open market;

(ii)

are capable of being traded on the overseas public market referred to in (i); and

(iii)

are in the same class as the equity shares admitted to trading on the overseas public market referred to in (i).

Transitional provisions in relation to modifications for sovereign controlled commercial companies under UKLR 6, UKLR 8 and UKLR 9

6.

UKLR 6.2.34R

UKLR 6.6.22R

UKLR 8.2.9R

UKLR 9.5.2R

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(1)

This provision applies to a company that has:

Indefinitely

29 July 2024

(a)

a listing of equity shares in the equity shares (commercial companies) category where the equity shares were admitted to what was previously known as ‘premium listing’ under the Listing Rules sourcebook (as it applied immediately before 29 July 2024) immediately before 29 July 2024; and

(b)

a sovereign controlling shareholder which was a sovereign controlling shareholder before 29 July 2024.

(2)

The modifications to:

(a)

UKLR 6 set out in UKLR 6.2.34R and UKLR 6.6.22R;

(b)

UKLR 8 set out in UKLR 8.2.9R; and

(c)

UKLR 9 set out in UKLR 9.5.2R,

apply to a listed company to which this transitional provision applies where the listed company has complied with (3).

(3)

The conditions in (2) are that the listed company has:

(a)

made a notification to a RIS which includes the information set out in UKLR 6.4.19R(1) to (3) and

(b)

notified the FCA that it has made a notification in accordance with (a).

Transitional provisions for UKLR 14

7.

UKLR 14.3

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(1)

This provision applies to a listed company which has:

Indefinitely

29 July 2024

(a)

a listing of equity shares in the equity shares (international commercial companies secondary listing) category where the equity shares were admitted to what was previously known as ‘standard listing’ under the Listing Rules sourcebook (as it applied immediately before 29 July 2024) immediately before 29 July 2024; and

(b)

a listing of equity shares in the equity shares (international commercial companies secondary listing) category where the listed company was an inflight applicant.

(2)

The modifications in (3) apply to a listed company to which this transitional provision applies.

(3)

UKLR 14.3.1R is modified as follows:

(a)

as if the words ‘UKLR 14.2.4R’ are omitted; and

(b)

as if the reference to ‘UKLR 14.2.6R’ is modified so that, in the definition of qualifying home listing, paragraphs (1) and (2) are omitted.

Transitional provisions for UKLR 15

8.

UKLR 15.3.1R(2) in so far as it applies UKLR 15.2.8R (Admission to trading on overseas market)

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An issuer of equity shares represented by certificates representing certain securities that were admitted to listing prior to 29 July 2024 is not required to comply with UKLR 15.3.1R(2) in so far as it applies UKLR 15.2.8R (Admission to trading on overseas market).

Indefinitely

29 July 2024

Transitional provisions for UKLR 20

9.

UKLR 20.3.1R

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(1)

This transitional provision applies to an inflight applicant.

From 29 July 2024 up to and including 29 January 2025

29 July 2024

(2)

UKLR 20.3.1R is not applicable to an issuer to which this transitional provision applies.