Related provisions for LR 3.4.3

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LR 3.3.1RRP
(1) LR 3.3.2 R to LR 3.3.7 R apply to an applicant which is applying for a primary listing of its equity shares.(2) LR 3.3.2 R to LR 3.3.8 R apply to an applicant which is applying for:(a) a primary listing of its preference shares; or(b) a primary listing of its securities that are convertible into equity shares; or(c) a secondary listing of its equity securities.
LR 3.3.3RRP
Either of the following documents must be submitted, in final form, to the FSA before 9 a.m. on the day the FSA is to consider application:(1) a completed Shareholder Statement, signed by a sponsor, in the case of an applicant that is applying for a listing of equity shares or preference shares for the first time; or [Note: see LR 8.4.3 R].(2) a completed Pricing Statement, signed by a sponsor, in the case of a placing by an applicant of equity shares of a class already listed.
LR 3.3.4RRP
If a copy of the resolution of the board allotting the securities cannot be submitted to the FSA by the deadline set out in LR 3.3.2 R the resolution or a written confirmation fromthe applicant or its sponsor that the securities have been allotted must be submitted to the FSA at least one hour before the admission to listing is to become effective.
LR 3.3.6RRP
An applicant must keep copies of the following for six years after the admission to listing:(1) any agreement to acquire any assets, business or shares in consideration for or in relation to which the company's securities are being issued;(2) any letter, report, valuation, contract or other documents referred to in the prospectus, listing particulars, circular or other document issued in connection with those securities;(3) the applicant'sconstitution as at the date of admission;(4)
LR 3.3.7RRP
An applicant must provide to the FSA the documents set out in LR 3.3.6 R, if requested to do so.
PR 3.2.1RRP
After a prospectus is approved by the FSA, it must be filed with the FSA and made available to the public. [ Note: articles 14.1 and 16.1 of PD ]
PR 3.2.4RRP
A prospectus is deemed to be made available to the public for the purposes of PR 3.2.1 R to PR 3.2.3 R when published either:(1) by insertion in one or more newspapers circulated throughout, or widely circulated in, the EEA States in which the offer is made or the admission to trading is sought; or(2) in a printed form to be made available, free of charge, to the public at the offices of the regulated market on which the transferable securities are being admitted to trading, or
PR 3.2.6RRP
If the prospectus is made available by publication in electronic form, a paper copy must nevertheless be delivered to the investor, upon his request and free of charge, by the issuer, the offeror, the person requesting admission or the financial intermediaries placing or selling the transferable securities. [ Note: article 14.7 PD ]
PR 3.2.7GRP
The FSA will publish on its website, a list of prospectuses approved over the previous 12 months. The list will specify how a prospectus is made available and where it can be obtained, including, if applicable, a hyperlink to the prospectus published on the issuer's or regulated market's website. [ Note: article 14.4 PD ]
LR 15.3.1GRP
An issuer to which this chapter applies that is seeking admission of its securities to the official list must:(1) comply with LR 3 (Listing applications) as applicable; and(2) produce either a prospectus in accordance with the requirements set out in the Prospectus Rules or listing particulars in accordance with the requirements set out in LR 4 (Listing particulars for professional securities market and certain other securities), as applicable.
LR 15.3.2GRP
An issuer to which this chapter applies that is seeking admission of its equity securities to the official list must retain a sponsor as required by LR 8 (Sponsors) except that LR 8.2.1R (1) applies additionally to an application for admission to listing which requires the production of listing particulars.
LR 15.3.3RRP
In the case of an authorised property unit trust, references in LR 8 to the directors of the issuer should be treated as referring to the directors of the managers of the trust.
LR 15.3.4RRP
An application for listing for a new applicant, must set out which of the categories in LR 15.1.1 R applies to the issuer.
COLL 5.2.7RRP
(1) A transferable security is an investment which is any of the following:(a) a share;(b) a debenture;(c) a government and public security;(d) a warrant; or(e) a certificate representing certain securities.(2) An investment is not a transferable security if the title to it cannot be transferred, or can be transferred only with the consent of a third party.(3) In applying (2) to an investment which is issued by a body corporate, and which is a share or a debenture, the need for
LR 8.5.1RRP
A listed company or applicant must inform the FSA promptly of the name and contact details of asponsor appointed in accordance with the listing rules.
LR 8.5.2RRP
(1) A listed company or applicant must notify the FSA in writing immediately of the resignation or dismissal of any sponsor that it had appointed.(2) In the case of a dismissal, the reasons for the dismissal must be included in the notification.(3) The notification must be copied to the sponsor.
LR 8.5.3RRP
Where a listed company or applicant appoints more than one sponsor , the company must:(1) ensure that one of the sponsors that is appointed:(a) takes primary responsibility for contact with the FSA in respect of the entire application or transaction; and(b) appoints a suitably experienced employee, whose name appears on the list described in LR 8.6.15 R to liaise with the FSA; and(2) inform the FSA, in writing, of the name and contact details of the sponsor taking responsibility
LR 2.1.1RRP
1This chapter applies to all applicants for admission to listing (unless a rule is specified only to apply to a particular type of applicant or security).
LR 2.1.3GRP
Under the Act, the FSA may also refuse an application for admission if it considers that:(1) admission of the securities would be detrimental to investors' interests; or(2) for securities already listed in another EEA State, the issuer has failed to comply with any obligations under that listing.
LR 17.1.1RRP
1This chapter applies to(1) an issuer of any of the following types of securities:(a) debt securities;(b) asset-backed securities;(c) certificates representing debt securities; and(d) specialist securities of the following types:(i) convertible securities which convert to debt securities;(ii) convertible securities which convert to equity securities; and(iii) convertible securities which are exchangeable for securities of another company.
LR 17.1.2GRP
An issuer, as described in LR 17.1.1 R includes:(1) a state monopoly;(2) a state finance organisation;(3) a statutory body; and(4) an OECD state guaranteed issuer.
LR 17.1.3GRP
A state, a regional or local authority or a public international body with listed debt securities should see LR 17.5 for its continuing obligations
DTR 1.4.2RRP
If trading of an issuer's financial instruments is suspended, the issuer, any persons discharging managerial responsibilities and any connected person must continue to comply with all applicable disclosure rules.
DTR 1.4.4GRP
Examples of when the FSA may require the suspension of trading of a financial instrument include:(1) if an issuer fails to make a RIS announcement as required by the disclosure rules within the applicable time-limits which the FSA considers could affect the interests of investors or affect the smooth operation of the market; or(2) if there is or there may be a leak of inside information and the issuer is unwilling or unable to issue an appropriate RIS announcement within a reasonable
DTR 1.4.5GRP
The decision-making procedures to be followed by the FSA when it:(1) requires the suspension of trading of a financial instrument; or(2) refuses an application by an issuer to lift a suspension made under section 96C;are set out in DEC.
LR 5.5.1GRP
The decision-making procedures that the FSA will follow when it cancels, suspends or to refuses a request to restore listing are set out in DEC (the Decision Making manual).
LR 5.5.2RRP
An issuer must inform the FSA if its listing has been suspended, cancelled or restored by an overseas exchange or overseas authority.
LR 5.5.3GRP
(1) The FSA will not automatically suspend, cancel or restore the listing of securities at the request of an overseas exchange or overseas authority (for example, if listing of a secondary listedissuer'ssecurities are suspended, cancelled or restored on its home exchange).(2) The FSA will not normally suspend the listing of securities where there is a trading halt for the security on its home exchange.(3) If a secondary listed issuer requests a suspension, cancellation or restoration
DTR 2.6.1RRP
An issuer must establish effective arrangements to deny access to inside information to persons other than those who require it for the exercise of their functions within the issuer. [Note: Article 3(2) 2003/124/EC]
DTR 2.6.3GRP
If an issuer is relying on DTR 2.5.1 R to delay the disclosure of inside information it should prepare a holding announcement to be disclosed in the event of an actual or likely breach of confidence. Such a holding announcement should include the details set out in DTR 2.2.9 G (2).
DTR 2.6.4GRP
We recognise that an issuer may not be responsible for breach of DTR 2.5.1 R if a recipient of inside information under DTR 2.5.1 R breaches his duty of confidentiality.
LR 4.3.3GRP
The FSA will try to notify the applicant of its decision on an application for approval of listing particulars or supplementary listing particulars within the same time limits as are specified in section 87C of the Act (consideration of application for approval) for an application for approval of a prospectus or supplementary prospectus.
LR 4.3.4RRP
An issuer must ensure that listing particulars or supplementary listing particulars are not published until they have been approved by the FSA.
LR 4.3.5RRP
An issuer must ensure that after listing particulars or supplementary listing particulars are approved by the FSA, the listing particulars or supplementary listing particulars are filed and published as if the relevant requirements in PR 3.2 and the PD Regulation applied to them.
LR 2.2.1RRP
An applicant (other than a public sector issuer) must be:(1) duly incorporated or otherwise validly established according to the relevant laws of its place of incorporation or establishment; and(2) operating in conformity with its constitution. [Note: articles 42 and 52 CARD]
LR 2.2.2RRP
To be listed, securities must:(1) conform with the law of the applicant's place of incorporation;(2) be duly authorised according to the requirements of the applicant'sconstitution; and(3) have any necessary statutory or other consents. [Note: articles 45 and 53 CARD]
LR 2.2.6GRP
The FSA may in exceptional circumstances modify or dispense with LR 2.2.4 R where the applicant has the power to disapprove the transfer of shares if the FSA is satisfied that this power would not disturb the market in those shares. [Note: article 46 CARD]
LR 2.2.10RRP
(1) This rule applies if under the Act or under the law of another EEA State:(a) a prospectus must be approved and published for the securities; or(b) the applicant is permitted and elects to draw up a prospectus for the securities.(2) To be listed:(a) a prospectus must have been approved by the FSA and published in relation to the securities; or(b) if another EEA State is the Home Member State for the securities, the relevant competent authority must have supplied the FSA with:(i)
LR 3.2.2RRP
An applicant for admission must apply to the FSA by:(1) submitting, in final form:(a) the documents described in LR 3.3 in the case of an application in respect of equity securities;(b) the documents described in LR 3.4 in the case of an application in respect of debt securities or other securities;(c) the documents described in LR 3.5 in the case of a block listing or a formal application;(2) submitting all additional documents, explanations and information as required by the
LR 3.2.3GRP
Before submitting the documents referred to in LR 3.2.2 R (1), an applicant should contact the FSA to agree the date on which the FSAwill consider the application.
LR 3.2.6GRP
When considering an application for admission to listing, the FSA may:(1) carry out any enquiries and request any further information which it considers appropriate, including consulting with other regulators or exchanges;(2) request that an applicant, or its specified representative answer questions and explain any matter the FSA considers relevant to the application for listing;(3) take into account any information which it considers appropriate in relation to the application
LR 17.4.7RRP
In the case of debtsecurities guaranteed by another company, an issuer must submit to the FSA the annual report and accounts of the company that is providing the guarantee unless that company is listed or adequate information is otherwise available.
LR 17.4.8RRP
In the case of convertible securities which are exchangeable for securities of another company, an issuer must submit to the FSA the annual report and accounts of that other company unless that company is listed or adequate information is otherwise available.
LR 17.4.9RRP
Where an issuer proposes to issue further debt securities that are:(1) backed by the same assets; and(2) not fungible with existing classes of debt securities; or(3) not subordinated to existing classes of debt securities;the issuer must inform the holders of the existing classes of debt securities.
PR 3.1.3RRP
(1) The applicant must submit to the FSA by the date specified in paragraph (2):(a) the completed form A in final form;(b) the relevant fee; and(c) the other information referred to in PR 3.1.1 R in draft form.(2) The date referred to in paragraph (1) is:(a) at least 10 working days before the intended approval date of the prospectus; or(b) at least 20 working days before the intended approval date of the prospectus if the applicant does not have transferable securitiesadmission
PR 3.1.7UKRP

Section 87A(1) of the Act provides for the approval of a prospectus by the FSA:

(1)

The [FSA] may not approve a prospectus unless it is satisfied that:

(a)

the United Kingdom is the home State in relation to the issuer of the transferable securities to which it relates,

(b)

the prospectus contains the necessary information, and

(c)

all of the other requirements imposed by or in accordance with this Part or the prospectus directive have been complied with (so far as those requirements apply to a prospectus for the transferable securities in question).

PR 3.1.13GRP
The FSA will consider transferring the function of approving a prospectus to the competent authority of another EEA State:(1) if requested to do so by the issuer, offeror or person requesting admission or by another competent authority; or(2) in other cases if the FSA considers it would be more appropriate for another competent authority to perform that function.
LR 13.5.4RRP
(1) A listed company must present all financial information that is disclosed in a class 1 circular in a form that is consistent with the accounting policies adopted in its own latest annual consolidated accounts.(2) The requirement set out in paragraph (1) does not apply to financial information presented in accordance with LR 13.5.36 R.
LR 13.5.30RRP
If the target of an acquisition has published half-yearly or quarterly financial information subsequent to the period set out in LR 13.5.13R (1) or (2), such financial information must be:(1) reproduced in the class 1 circular; and(2) reconciled in accordance with LR 13.5.27R (2), if applicable.
LR 19.2.1RRP
An applicant for the admission of securitised derivatives must comply with LR 2 (Requirements for listing - all securities) and the following requirements.
LR 19.2.2RRP
An applicant for the admission of securitised derivatives must either:(1) have permission under the Act to carry on its activities relating to securitised derivatives and be either a bank or a securities and futures firm;(2) if the applicant is an overseas company:(a) be regulated by an overseas regulator responsible for the regulation of banks, securities firms or futures firms and which has a lead regulation agreement for financial supervision with the FSA; and(b) be carrying
LR 19.2.6RRP
To be listed, if a retail securitised derivative gives its holder a right of exercise, its terms and conditions must provide that:(1) for cash settled securitised derivatives that are in the money at the exercise time on the expiration date, the exercise of the securitised derivative is automatic; or(2) for physically settled securitised derivatives that are in the money at the exercise time on the expiration date, if the holder fails to deliver an exercise notice by the time
LR 5.1.1RRP
(1) 1The FSA may suspend, with effect from such time as it may determine, the listing of any securities if the smooth operation of the market is, or may be, temporarily jeopardised or it is necessary to protect investors. [Note: article 18(1) CARD](2) An issuer that has the listing of any of its securities suspended must continue to comply with all listing rules applicable to it.(3) If the FSA suspends the listing of any securities, it may impose such conditions on the procedure
LR 5.1.2GRP
Examples of when the FSA may suspend the listing of securities include (but are not limited to) situations where it appears to the FSA that:(1) the issuer has failed to meet its continuing obligations for listing; or(2) the issuer has failed to publish financial information in accordance with the listing rules; or(3) the issuer is unable to assess accurately its financial position and inform the market accordingly; or(4) there is insufficient information in the market about
LR 5.1.4GRP
An issuer that intends to request the FSA to suspend the listing of its securities will need to comply with LR 5.3. The FSA will not suspend the listing if it is not satisfied that the circumstances justify the suspension.
LR 9.2.6RRP
A listed company that is not already required to comply with DTR 2 (Disclosure and control of inside information by issuers) must comply with DTR 2 as if it were an issuer for the purposes of the disclosure rules and transparency rules.
PR 4.1.2RRP
If an offer is made, or admission to trading is sought, in more than one EEA State including the United Kingdom and the United Kingdom is the Home State, the prospectus must be drawn up in English and must also be made available either in a language accepted by the competent authorities of each Host State or in a language customary in the sphere of international finance, at the choice of the issuer, offeror or person requesting admission (as the case may be). [Note: article 19.3
PR 4.1.3RRP
(1) If an offer is made, or admission to trading is sought, in one or more EEA States excluding the United Kingdom and the United Kingdom is the Home State, the prospectus must be drawn up in a language accepted by the competent authorities of those EEA States or in a language customary in the sphere of international finance, at the choice of the issuer, offeror or person requesting admission (as the case may be). [ Note: article 19.2 PD ](2) For the purpose of the scrutiny by
PR 4.1.4RRP
If admission to trading of non-equity transferable securities whose denomination per unit amounts to at least 50,000 euros (or an equivalent amount) is sought in the United Kingdom or in one or more other EEA States, the prospectus must be drawn up in either a language accepted by the competent authorities of the Home State and Host States or in a language customary in the sphere of international finance, at the choice of the issuer, offeror or person requesting admission (as