UKLR TP 6 Transitional provisions for mid-flight transactions by former premium listed issuers

1

Application

6.1

R

UKLR TP 6 applies to an issuer which:

(1)

had 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

(2)

has a listing of equity shares in the equity shares (commercial companies) category or the closed-ended investment funds category from 29 July 2024.

Definitions

6.2

R

For the purposes of this transitional provision, a ‘mid-flight transaction’ is a transaction which:

(1)

was underway immediately prior to 29 July 2024 (the ‘transition date’);

(2)

had not completed prior to that date; and

(3)

is classified as one of the following under the UKLR sourcebook:

(a)

a significant transaction;

(b)

an indemnity or similar arrangement subject to UKLR 7.4.1R;

(c)

an issue by a major subsidiary undertaking subject to UKLR 7.4.4R;

(d)

a reverse takeover; or

(e)

a related party transaction.

Purpose

6.3

G

(1)

The purpose of this transitional provision is to set out how the obligations in the UKLR sourcebook apply to mid-flight transactions which were subject to the premium listing rules in the Listing Rules sourcebook immediately before the transition date.

(2)

From the transition date, a transaction will be classified in accordance with the criteria specified in the UKLR sourcebook rather than the Listing Rules sourcebook. Furthermore, a mid-flight transaction that remains in scope of UKLR requirements will not be required to comply with any obligations in the Listing Rules sourcebook that have not been carried forward to the UKLR sourcebook.

(3)

For example, this means that an issuer can cease to treat a transaction as a significant transaction, a related party transaction or a reverse takeover from the transition date if it does not qualify as such under the UKLR sourcebook, and cease complying with relevant obligations accordingly. Transactions which are not within the scope of UKLR 7 or UKLR 8 are also not required to be aggregated under the relevant UKLR requirements. An issuer may no longer be required to maintain the appointment of a sponsor, if the obligation to appoint a sponsor has not been included in the UKLR sourcebook.

(4)

However, mid-flight transactions will generally have to comply in full with all obligations relevant to the transaction in the UKLR sourcebook, including, for example, the UKLR notification requirements (even where the transaction has previously been notified to a RIS under the Listing Rules sourcebook). This avoids information gaps arising because of the more substantial notification requirements in the UKLR sourcebook and ensures that all relevant information is contained in a single notification or can easily be located from a single notification in the case of significant transactions. An issuer will generally be required to make the new, UKLR-compliant RIS notification as soon as reasonably practicable after the transition date and prior to completion.

(5)

We make an exception if an issuer has sent a circular to shareholders about a mid-flight transaction under the Listing Rules sourcebook. The transitional provision allows such a circular to be treated as meeting comparable circular requirements under the UKLR sourcebook, or (to the extent the circular requirements have been replaced by RIS notifications) the RIS notification requirements under the UKLR sourcebook. This reduces duplication and ensures that new UKLR requirements apply proportionately.

(6)

Where an obligation has not in substance changed from the Listing Rules sourcebook to the UKLR sourcebook, an issuer does not need to comply twice. For example, if a reverse takeover has already received shareholder approval but has not yet completed on the transition date, it does not need to re-obtain approval after the transition date unless the terms of the transaction materially change.

Mid-flight transactions subject to UKLR sourcebook

6.4

R

An issuer must comply with all obligations relevant to a mid-flight transaction in the UKLR sourcebook, subject to the modifications in UKLR TP 6.5R to UKLR TP 6.7R.

RIS notification obligations

6.5

R

(1)

The obligations to notify a RIS under UKLR 7.3.1R, UKLR 7.4.1R, UKLR 7.4.3R, UKLR 7.5.1R and UKLR 8.2.1R(4) are modified as set out in (2) and (3).

(2)

The obligation to notify a RIS under UKLR 7.3.1R (including as applied by UKLR 7.4.1R, UKLR 7.4.4R and UKLR 7.5.1R) is modified so that an issuer that has already made an RIS notification for a mid-flight transaction under the Listing Rules sourcebook is required to make a new notification under the UKLR sourcebook in respect of the mid-flight transaction as soon as reasonably practicable after 29 July 2024, but in any event prior to completion of the transaction. The new notification must include:

(a)

all information required by UKLR 7.3.1R which has not been included in the RIS notification made under the Listing Rules sourcebook; and

(b)

a hyperlink to the RIS notification made under the Listing Rules sourcebook.

(3)

The obligation to notify a RIS under UKLR 8.2.1R(4) is modified so that an issuer that has already made an RIS notification for a mid-flight transaction under the Listing Rules sourcebook is required to make a new notification under the UKLR sourcebook in respect of the mid-flight transaction as soon as reasonably practicable after 29 July 2024, but in any event prior to completion of the transaction. The new notification must include all information required by UKLR 8.2.2R and UKLR 8.2.3R.

Significant transactions and related party transactions

6.6

R

(1)

An issuer may treat a significant transaction circular or related party transaction circular sent to shareholders in accordance with all relevant requirements of the Listing Rules sourcebook as fulfilling its obligation to notify a RIS under:

(a)

UKLR 7.3.1R, UKLR 7.4.1R, UKLR 7.4.4R or UKLR 8.2.1R(4), as modified by UKLR TP 6.5R;

(b)

UKLR 7.3.2R; or

(c)

UKLR 7.3.4R (if applicable).

(2)

If an issuer becomes aware of any matter specified in UKLR 7.3.13R(1) or UKLR 8.2.8R(1) (as appropriate) as it affects the circular in (1), it must make a supplementary RIS notification in accordance with the relevant requirements in the UKLR sourcebook.

Reverse takeovers circulars and relevant related party transaction circulars

6.7

R

(1)

An issuer may treat a reverse takeover circular sent to shareholders in accordance with all relevant requirements of the Listing Rules sourcebook as fulfilling its obligation to notify a RIS and send a reverse takeover circular to shareholders under UKLR 7.5.1R.

(2)

A closed-ended investment fund may treat a relevant related party transaction circular sent to shareholders in accordance with all relevant requirements of the Listing Rules sourcebook as fulfilling its obligation to notify an RIS and send a relevant related party transaction circular to shareholders under UKLR 11.5.5R.

(3)

If an issuer becomes aware of any matter specified in UKLR 7.5.5R(2) or UKLR 11.5.10R(2) (as appropriate) as it affects the circular in (1) or (2), it must advise the FCA and send a supplementary circular to shareholders in accordance with the relevant requirements in the UKLR sourcebook.

Interpretation

6.8

R

Where this transitional provision modifies provisions in UKLR, or allows an issuer to treat compliance with an obligation in the Listing Rules sourcebook as fulfilling a comparable obligation in the UKLR sourcebook, other provisions must be interpreted accordingly so as to ensure that they operate appropriately.

6.9

R

In this transitional provision, references to provisions in UKLR 7 and UKLR 8 include references to these provisions as applied and modified by UKLR 11.