UKLR TP 4 Transfer between listing categories transitional provisions – transfers from the equity shares (transition) category into the equity shares (international commercial companies secondary listing) category

Application

4.1

R

UKLR TP 4 applies to an issuer with a listing of equity shares in the equity shares (transition) category which:

(1)

has had a listing of equity shares for a continuous period of at least 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing;

(2)

does not have the listing of any of its securities suspended and has not had the listing of any of its securities suspended during the period of 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing;

(3)

has complied with its obligations under the listing rules, the disclosure requirements, the transparency rules and the corporate governance rules during the period of 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing;

(4)

is not undergoing, and has not undergone during the period of 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing, a significant change to its business; and

(5)

is applying to transfer the listing of its equity shares to the equity shares (international commercial companies secondary listing) category.

Duration of transitional arrangements

4.2

R

UKLR TP 4 applies from 29 July 2024.

Specific information required in circular or announcement

4.3

R

(1)

UKLR 21.5.12G(2) does not apply.

(2)

In UKLR 21.5.12G(4), the reference to UKLR 21.5.15R(3) must be read as a reference to UKLR 21.5.15R(3) as modified by UKLR TP 4.6R.

Compliance with eligibility requirements

4.4

R

(1)

UKLR 21.5.14R(1) does not apply.

(2)

An issuer applying for a transfer of its securities must comply with the eligibility requirements set out in:

(a)

UKLR 14.2.1R (Incorporation);

(b)

UKLR 14.2.4R (Place of central management and control); and

(c)

UKLR 14.2.6 (Qualifying home listing).

4.5

G

When considering an application for a transfer of listing to the equity shares (international commercial companies secondary listing) category, the FCA will consider whether the issuer has adequate procedures, systems and controls in place to comply with the continuing obligations set out in UKLR 14.3 which do not apply to the issuer under UKLR 22.

Approval of transfer

4.6

R

UKLR 21.5.15R(3) must be read as if the words ‘all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities to the category of listing to which it wishes to transfer’ are replaced by ‘the eligibility requirements set out in UKLR 14.2.1R (Incorporation), UKLR 14.2.4R (Place of central management and control) and UKLR 14.2.6 (Qualifying home listing)’.