Related provisions for LR 8.6.6
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A person wanting to provide services as a sponsor , and to be included on the list of sponsors, must apply to the FSA for approval as a sponsor by submitting the following to the Sponsor Supervision Team at the FSA address:(1) a completed Sponsor Firm Application Form; (2) completed Sponsor Employee Application Forms; and(3) the application fee set out in 1FEES 31[Note: The Sponsor's Firm Application Form and the Sponsor Employee Application Formcan be found on the UKLA section
When considering an application for approval as a sponsor the FSA may:(1) carry out any enquiries and request any further information which it considers appropriate, including consulting other regulators;(2) request that the applicant or its specified representative answer questions and explain any matter the FSA considers relevant to the application;(3) take into account any information which it considers appropriate in relation to the application.22(4) [deleted]22[Note: The
The FSA will approve a person as a sponsor only if it is satisfied that the person is:(1) an authorised person or a member of a designated professional body;(2) competent to perform the services set out in LR 8.2, LR 8.3 and LR 8.4; and(3) has adequatesystems and controls in place to ensure that it cancarry out its role as a sponsor.
A sponsor will generally be regarded as having adequate systems and controls if there are:(1) clear and effective reporting lines;(2) effective systems and controls for the adequate supervision of employees performing any of the services set out in LR 8.2, LR 8.3 and LR 8.4;(3) effective systems and controls to ensure its compliance with all applicable listing rules when performing any of the services set out in LR 8.2, LR 8.3 or LR 8.4;(4) effective systems and controls for
The nature and extent of the systems and controls which a sponsor will need to maintain will depend upon a variety of factors including:(1) the nature, scale and complexity of its business;(2) the diversity of its operations;(3) the volume and size of the transactions it undertakes;and(4) the volume and size of the transactions it anticipates undertaking in the following year.
A sponsor must provide to the FSA on an annual basis:(1) written confirmation that it continues to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R;(2) an up to date list of employees that are suitably experienced on whom the sponsor can rely to demonstrate that it satisfies the criteria set out in LR 8.6.5 R;(3) for each employee whose name is on the list maintained by the sponsor under LR 8.6.15 R, details of the transactions on which the employee has
A sponsor must notify the FSA in writing as soon as possible if:(1) the sponsor ceases to satisfy the criteria for approval as a sponsor set out in LR 8.6.5 R; or(2) the sponsor, or any of its employees whose names are on the list maintained by the sponsor under LR 8.6.15 R, are:(a) convicted of any offence involving fraud, theft or other dishonesty; or(b) the subject of a bankruptcy proceeding, a receiving order or an administration order; or(3) any of its employees whose names
A request by a sponsor for its approval as a sponsor to be cancelled must be in writing and must include:(1) the sponsor's name;(2) a clear explanation of the background and reasons for the request;(3) the date on which the sponsor requests the cancellation to take effect, after having taken into account LR 8.7.24G (2);(4) a signed confirmation that the sponsor will not participate in any services described in LR 8.2 as of the date the request is submitted to the FSA; and(5) the
Where a sponsor has been appointed under LR 8.2 by a listed company or an applicant, a sponsor must:(1) provide assurance to the FSA when required that the responsibilities of the listed company or applicant under the listing rules have been met; and(2) guide the listed company or applicant in understanding and meeting its responsibilities under the listing rules anddisclosure rules and transparency rules.
A sponsor will be the main point of contact with the FSA for any matter where the sponsor has been appointed by a listed company or applicant. The FSA expects to discuss all issues relating to a transaction and any draft or final document directly with the sponsor. However, in appropriate circumstances, the FSA will communicate directly with the listed company or applicant.
Where a sponsor gives any guidance or advice to a listed company or applicant in relation to the application or interpretation of the listing rules or disclosure rules and transparency rules, the sponsor must take reasonable steps to satisfy itself that the director or directors of the listed company understand the nature and extent oftheir responsibilities under the listing rules and disclosure rules and transparency rules.
A sponsor must:(1) deal with the FSA in an open and co-operative way;(2) deal with all enquiries raised by the FSA promptly.; and(3) disclose to the FSA in a timely manner any material information relating to the sponsor or to a listed company or applicant of which it has knowledge which addresses non-compliance with the listing rules or disclosure rules and transparency rules.
A sponsor must not submit to the FSA an application on behalf of an applicant, in accordance with LR 3, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is not, or will not be, the
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FSA either:(a) on the day the FSA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or(b) at a time agreed with the FSA, if the FSA is not approving the prospectus;(2) submit a completed a Shareholder Statement or a Pricing Statement, as applicable, to the FSA by 9 a.m. on the day the FSA is to consider the application;(3)
A sponsor must not submit to the FSA an application on behalf of an applicant, in accordance with LR 3 (Listing applications), unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FSA either:(a) on the day the FSA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; and(b) at a time agreed with the FSA if the FSA is not approving the prospectus;(2) submit a completed Shareholder Statement or aPricing Statement, as applicable, to the FSA by 9 a.m. on the day the FSA is to consider the application; and(3)
A sponsor must not submit to the FSA, on behalf of a listed company, an application for approval ofa circular regarding a transaction set out in LR 8.4.11 R, unless the sponsor has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the listed company has satisfied all requirements of the listing rules relevant to the production of a class 1 circular or other circular;(2) the transaction will not have an adverse impact on the listed company's ability
A sponsor acting on a transaction falling within LR 8.4.11 R must:(1) submit a completed Sponsor's Declaration for the Production of a Circular to the FSA on the day the circular is to be approved by the FSA and prior to the time the circular is approved;(2) submit a completed Pricing Statement, if applicable, to the FSA by 9 a.m on the day the FSA is to consider the application; and(3) ensure that all matters known to it which, in its reasonable opinion, should be taken into
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
A company with, or applying for, a primary listing of its equity securities must appoint a sponsor on each occasion that it:(1) makes an application for admission of equity securities which:(a) requires the production of a prospectus; or(b) is accompanied by a certificate of approval from another competent authority; or(c) is accompanied by a summary document as required by PR 1.2.3R (8); or(2) is required to producea class 1 circular; or(3) is producinga circular that proposes
(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
An issuer or sponsor should consult with the FSA at the earliest possible stage if it:
- (1)
is in doubt about how the listing rules apply in a particular situation; or
- (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 |
LR 11.1.7 R to LR 11.1.10 R do not apply to a related party transaction if it is a transaction or arrangement:(1) of a kind referred to in paragraph 1 of LR 11 Annex 1 (a small transaction); or(2) of a kind referred to in paragraph 2 to 10 of LR 11 Annex 1 and does not have any unusual features.Note: If an issuer is proposing to enter into a transaction that could be a related party transaction it is required under LR 8 to obtain the guidance of a sponsor to assess the potential
(1) This rule applies to a related party transaction if each of the percentage ratios is less than 5%, but one or more of the percentage ratios exceeds 0.25%.(2) Where this rule applies, LR 11.1.7 R does not apply but instead the listed company must before entering into the transaction or arrangement (as the case may be):(a) inform the FSA in writing of the details of the proposed transaction or arrangement;(b) provide the FSA with written confirmation from an independent adviser
In addition to the requirements of LR 9.8, a venture capital trust must include in its annual report and accounts:(1) a list of all investments with a value of greater than 5% of the total assets of the venture capital trust and at least the 10 largest investments stating, with respect to each investment so listed:(a) a brief description of the business;(b) the proportion of capital owned or intended to be owned;(c) the voting rights attributable to the shares owned;(d) the cost
A related party circular must also include:(1) in all cases the following information referred to in the PD Regulation relating to the company:Paragraph of Annex 1 of the PD Regulation;(a) Annex 1 item 5.1.1 – Issuer name;(b) Annex 1 item 5.1.4 – Issuer address;(c) Annex 1 item 18.1 – Major shareholders;(d) Annex 1 item 20.9 – Significant changes;(e) Annex 1 item 22 – Material contracts (if it is information which shareholders of the company would reasonably require to make a
The1 following documents signed by a sponsor (if a sponsor is required under LR 8) or by a duly authorised officer of the applicant (if a sponsor is not required under LR 8) 1must be submitted, in final form, to the FSA before 9 a.m. on the day the FSA is to consider the 1application:1(1) a completed Shareholder Statement, in the case of an applicant that is applying for a listing of a class of 1equity shares or preference shares for the first time; or [Note: see LR 8.4.3 R
If written confirmation of the number of securities to be allotted pursuant to a board resolution1 cannot be submitted to the FSA by the deadline set out in LR 3.3.2 R or, the number of securities to be admitted is lower than the number notified under LR 3.3.2 R,1 written confirmation of the number of securities to be allotted or admitted must be provided to the FSA by 1the applicant or its sponsor at least one hour before the admission to listing is to become effective.111
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.
The following documents should be provided in writing to the FSA:(1) confirmation from the listed company that:(a) negotiation does not allow time for shareholder approval;(b) all alternative methods of financing have been exhausted and the only option remaining is to dispose of a substantial part of their business;(c) by taking the decision to dispose of part of the business to raise cash, the directors are acting in the best interests of the company and shareholders as a whole
The announcement should contain any further information that the company and its sponsors consider necessary. This should incorporate historical price sensitive information, which has already been published in relation to the disposal along with any further information required to be disclosed under DTR 2 (disclosure of inside information).
(1) If it appears to the FSA that there is, or there may be, a breach of the listing rules by an issuer with a primary listing, the FSA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules.(2) If required to do so under paragraph (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the application of the listing rules.Note: LR 8.2 sets out the various circumstances in which an issuer must
(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
1LR applies as follows:(1) all of LR (other than LR 8.3, LR 8.4, LR 8.6 and LR 8.7) applies to an issuer; and(2) LR 1, LR 8.1, LR 8.3, LR 8.4, LR 8.6 and LR 8.7 apply to a sponsor and a person applying for approval as a sponsor.FSA performing functions as competent authorityNote: In relation to the listing rules, the FSA is performing functions as the competent authority under Part VI of the Act (see section 72(1) of the Act).Note: when exercising its functions as the competent
The FSA may modify these rules to require the aggregation of transactions in circumstances other than those specified in LR 10.2.10 R.Note: If an issuer is proposing to enter into a transaction that could be a Class 1 transaction or reverse takeover it is required under LR 8 to obtain the guidance of a sponsor to assess the potential application of LR 10.
The following documents (to the extent applicable) must be lodged with the FSA in final form before it will approve a circular:(1) a Sponsors Declaration for the Production of a Circular completed by the sponsor;(2) for a class 1 circular or related party circular, a letter setting out any items of information required by this chapter that are not applicable in that particular case;(3) the sponsor's Confirmation of Independence; and(4) any other document that the FSA has sought