UKLR TP 5 Transfer between listing categories transitional provisions – transfers from the equity shares (international commercial companies secondary listing) category into the equity shares (commercial companies) category

1

Application

5.1

R

UKLR TP 5 applies to an issuer with a listing of equity shares in the equity shares (international commercial companies secondary listing) category which:

(1)

is a listed company which:

(a)

had equity shares 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)

was an inflight applicant as defined in UKLR TP 1R(1);

(2)

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;

(3)

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;

(4)

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;

(5)

is not undergoing, and has not undergone during the previous 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

(6)

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

Duration of transitional arrangements

5.2

R

UKLR TP 5 applies from 29 July 2024.

Specific information required in circular or announcement

5.3

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 5.6R.

Compliance with eligibility requirements

5.4

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 5.2 (Externally managed companies);

(b)

UKLR 5.3 (Controlling shareholders); and

(c)

UKLR 5.4 (Constitutional arrangements).

5.5

G

When considering an application for a transfer of listing to the equity shares (commercial companies) 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 6 to UKLR 10 which do not apply to the issuer under UKLR 14, including in relation to:

(1)

identifying whether any obligations arise under UKLR 7 (Equity shares (commercial companies): significant transactions and reverse takeovers) and UKLR 8 (Equity shares (commercial companies): related party transactions); and

(2)

complying with the requirements in UKLR 6.6 (Annual financial report).

Approval of transfer

5.6

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 5.2 (Externally managed companies), UKLR 5.3 (Controlling shareholders) and UKLR 5.4 (Constitutional arrangements)’.

Sponsor

5.7

R

The sponsor must take reasonable steps to satisfy itself that the director or directors of the issuer understand the responsibilities and obligations under UKLR 6 to UKLR 10 which do not apply to the issuer under UKLR 14.

5.8

R

UKLR 24.3.12R is modified as follows:

(1)

UKLR 24.3.12R(1) must be read as if the words ‘each listing rule requirement relevant to the category of listing to which it wishes to transfer’ are replaced by ‘the eligibility requirements set out in UKLR 5.2 (Externally managed companies), UKLR 5.3 (Controlling shareholders) and UKLR 5.4 (Constitutional arrangements)’;

(2)

UKLR 24.3.12R(2) must be read as if the words ‘Sponsor’s Declaration for a Transfer of Listing’ are replaced by ‘Sponsor’s Declaration for a Transfer of Listing: modified transfer process’; and

(3)

UKLR 24.3.12R(3) must be read as if the words ‘in considering the transfer between listing categories’ are replaced by ‘in considering the transfer between listing categories as modified by UKLR TP 5’.

[Note: The ‘Sponsor’s Declaration for a Transfer of Listing: modified transfer process’ can be found on the Primary Markets section of the FCA’s website.]

5.9

R

UKLR 24.3.13R is modified as follows:

(1)

the reference to ‘a Sponsor’s Declaration for a Transfer of Listing’ is replaced by ‘a Sponsor’s Declaration for a Transfer of Listing: modified transfer process’;

(2)

UKLR 24.3.13R(1) must be read as if the words ‘all eligibility requirements of the listing rules that are relevant to the new category to which it is seeking to transfer’ are replaced by ‘the eligibility requirements set out in UKLR 5.2 (Externally managed companies), UKLR 5.3 (Controlling shareholders) and UKLR 5.4 (Constitutional arrangements)’;

(3)

UKLR 24.3.13R(3) must be read as if the words ‘the listing rules’ are replaced by ‘the obligations set out in UKLR 6 to UKLR 10 which do not apply to the issuer under UKLR 14’; and

(4)

UKLR 24.3.13R(4) does not apply.

5.10

R

A sponsor must provide confirmation to the FCA that it has not identified any adverse information that would lead it to conclude that the issuer would not be able to comply with its obligations under the listing rules, the disclosure requirements and the transparency rules.

5.11

R

UKLR 24.3.14R must be read as if the words ‘UKLR 24.3.13R(3) and UKLR 24.3.13R(4) do not’ are replaced by ‘UKLR 24.3.13R(3) as modified by UKLR TP 5.9R(3) does not’.