Related provisions for LR 3.4.3

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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.
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.
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 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)
DTR 5.8.2RRP
(1) A notification required of voting rights arising from the holding of financial instruments must include the following information:(a) the resulting situation in terms of voting rights;(b) if applicable, the chain of controlled undertakings through which financial instruments are effectively held;(c) the date on which the threshold was reached or crossed;(d) for instruments with an exercise period, an indication of the date or time period where shares will or can be acquired,
DTR 5.8.3RRP
The notification to the issuer shall be effected as soon as possible, but not later than four trading days in the case of a non-UK issuer and two trading days in all other cases, the first of which shall be the day after the date on which the relevant person:(1) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal
DTR 5.8.8RRP
The number of voting rights to be considered when calculating whether a threshold is reached, exceeded or fallen below is the number of voting rights in existence according to the issuer's most recent disclosure made in accordance with DTR 5.6.1 R but disregarding voting rights attached to any treasury shares held by the issuer (in accordance with the issuer's most recent disclosure of such holdings).[[Note: article 9(2) of the TD and article 11(3) of the TD implementing Dire
DTR 5.8.12RRP
(1) An issuer not falling within (2) must, in relation to shares admitted to trading on a regulated market, on receipt of a notification as soon as possible and in any event by not later than the end of the trading day following receipt of the notification make public all of the information contained in the notification.(2) A non-UK issuer and any other issuers whose shares are admitted to trading on a prescribed (but not a regulated) market must, on receipt of a notification,
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.1
LR 9.2.6AGRP
1A listed company, whose securities are admitted to trading on a regulated market, should consider its obligations under DTR 4 (Periodic financial reporting), DTR 5 (Vote holder and issuer notification rules) and DTR 6 (Access to information).
LR 9.2.6BRRP
1A listed company that is not already required to comply with the transparency rules (or with corresponding requirements imposed by another EEA Member State) must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules.
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.
DTR 5.1.1RRP
1In this chapter:(1) references to "issuer", in relation to shares admitted to trading on a regulated market, are to an issuer whose Home State is the United Kingdom; and(2) references to a "non-UKissuer" are to an issuer whose shares are admitted to trading on a regulated market and whose Home State is the United Kingdom other than:(a) a public company within the meaning of section 1(3) of the Companies Act 1985; and(b) a company which is otherwise incorporated in, and whose
DTR 5.1.2RRP
Subject to the exemption for certain third country issuers (DTR 5.11.6 R), a person must notify the issuer of the percentage of its voting rights if the percentage of voting rights which he holds as shareholder or through his direct or indirect holding of financial instruments falling within (or a combination of such holdings):(1) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% (or in the case of a non-UK issuer on the
DTR 5.1.3RRP
Voting rights attaching to the following shares are to be disregarded for the purposes of determining whether a person has a notification obligation in accordance with the thresholds in DTR 5.1.2 R:(1) shares acquired for the sole purpose of clearing and settlement within a settlement cycle not exceeding the period beginning with the transaction and ending at the close of the third trading day following the day of the execution of the transaction (irrespective of whether the transaction
DTR 5.1.4RRP
(1) References to a market maker are to a market maker which:(a) (subject to (3) below) is authorised by its Home State under MiFID;(b) does not intervene in the management of the issuer concerned; and (c) does not exert any influence on the issuer to buy such shares or back the share price.[Note: articles 9(5) and 9(6) of the TD](2) A market maker relying upon the exemption for shares held by it in that capacity must notify the competent authority of the Home Member State of
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 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
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
LR 1.2.1RRP
(1) The FSA may dispense with or modify the listing rules in such cases and by reference to such circumstances as it considers appropriate (subject to the terms of EU directives and the Act).(2) A dispensation or modification may be either unconditional or subject to specified conditions.(3) If an issuer or sponsor has applied for, or been granted, a dispensation or modification, it must notify the FSA immediately it becomes aware of any matter which is material to the relevance
LR 1.2.4GRP
If an issuer applies to the FSA to dispense with or modify a listing rule on the basis that it is in severe financial difficulty, the FSA would ordinarily expect the issuer to comply with the conditions in LR 10.8 (to the extent relevant to the particular rule for which the dispensation or modification is sought). In particular, the FSA would expect the issuer to comply with those conditions that are directed at demonstrating that it is in severe financial difficulty.
LR 1.2.5GRP

An issuer or sponsor should consult with the FSA at the earliest possible stage if it:

  1. (1)

    is in doubt about how the listing rules apply in a particular situation; or

  2. (2)

    considers that it may be necessary for the FSA to dispense with or modify a listing rule.

Address for correspondence

Note: The FSA's address for correspondence is:

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London, E14 5HS

Tel: 020 7066 8333

Fax: 020 7066 8362

http://www.fsa.gov.uk/Pages/Doing/UKLA/index.shtml
PR 3.4.1UKRP

Section 87G of the Act provides that:

(1)

Subsection (2) applies if, during the relevant period, there arises or is noted a significant new factor, material mistake or inaccuracy relating to the information included in a prospectus approved by the [ FSA].

(2)

The person on whose application the prospectus was approved must, in accordance with prospectus rules, submit a supplementary prospectus containing details of the new factor, mistake or inaccuracy to the [FSA] for its approval.

(3)

The relevant period begins when the prospectus is approved by the [FSA] and ends –

(a)

with the closure of the offer of the transferable securities to which the prospectus relates; or

(b)

when trading in those securities on a regulated market begins.

(4)

"Significant" means significant for the purposes of making an informed assessment of the kind mentioned in section 87A(2).

(5)

Any person responsible for the prospectus who is aware of any new factor, mistake or inaccuracy which may require the submission of a supplementary prospectus in accordance with subsection (2) must give notice of it to –

(a)

the issuer of the transferable securities to which the prospectus relates, and

(b)

the person on whose application the prospectus was approved.

(6)

A supplementary prospectus must provide sufficient information to correct any mistake or inaccuracy which gave rise to the need for it.

(7)

Subsection (1) applies also to information contained in any supplementary prospectus published under this section.
DTR 5.5.1RRP
An issuer of shares must, if it acquires or disposes of its own shares, either itself or through a person acting in his own name but on the issuer's behalf, make public the percentage of voting rights attributable to those shares as soon as possible, but not later than four trading days following such acquisition or disposal where that percentage reaches, exceeds or falls below the thresholds of 5% or 10% of the voting rights.
LR 17.2.1GRP
An issuer to whom this chapter applies will need to comply with LR 2 (Requirements for listing - all securities).
LR 17.2.2GRP
An issuer to whom this chapter applies will need to comply with LR 3 (Listing applications).
LR 4.1.1RRP
1This chapter applies to an issuer that has applied for the admission of:(1) securities specified in Schedule 11A of the Act (other than securities specified in paragraphs 2, 4 or 9 of that Schedule); or(2) any other specialist securities for which a prospectus is not required under the prospectus directive.
LR 4.1.3RRP
An issuer must ensure that listing particulars for securities referred to in LR 4.1.1 R are approved by the FSA and published in accordance with LR 4.3.5 R.Note: Under LR 2.2.11 R, the securities will only be listed if listing particulars for the securities have been approved by the FSA and published.
LR 19.1.1RRP
1This chapter applies to an issuer of:(1) retail securitised derivatives;(2) specialist securitised derivatives; and(3) other derivative products if the FSA has specifically approved their listing under this chapter.
LR 19.1.2RRP
For the purposes of this chapter, an issuer of other derivative products that have received the specific approval of the FSA to be listed under this chapter must comply with the rules applicable to an issuer of specialist securitised derivatives unless otherwise stated.
DTR 2.7.1GRP
Where there is press speculation or market rumour regarding an issuer, the issuer should assess whether a disclosure obligation arises under DTR 2.2.1 R. To do this an issuer will need to carefully assess whether the speculation or rumour has given rise to a situation where the issuer has inside information.
DTR 2.7.3GRP
The knowledge that press speculation or market rumour is false is not likely to amount to inside information. Even if it does amount to inside information, the FSA expects that in most of those cases an issuer would be able to delay disclosure (often indefinitely) in accordance with DTR 2.5.1 R.