Related provisions for LR 3.4.3

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DTR 4.4.2RRP
The rules on annual financial reports (DTR 4.1), half-yearly financial reports (DTR 4.2)and interim management statements (DTR 4.3 do not apply to an issuer that issues exclusively debt securitiesadmitted to trading the denomination per unit of which is at least 50,000 Euros (or an equivalent amount).[Note: article 8(1)(b) of the TD ]
DTR 4.4.4RRP
The rules on half-yearly financial reports do not apply to an issuer already existing on 31 December 2003 which exclusively issue debt securities unconditionally and irrevocably guaranteed by the issuer'sHome Member State or by a regional or local authority of that state, on a regulated market.[Note: article 8(3) of the TD]
DTR 4.4.5RRP
The rules on half-yearly financial reports (DTR 4.2)and Interim management statements (DTR 4.3) do not apply to an issuer of transferable securities convertible into shares.
DTR 4.4.7RRP
The rules on half-yearly financial reports (DTR 4.2)and interim management statements (DTR 4.3) do not apply to an issuer of depository receipts.
DTR 4.4.8RRP
An issuer whose registered office is in a non-EEA State whose relevant laws are considered equivalent by the FSA is exempted from the rules on annual financial reports (DTR 4.1), half-yearly financial reports (DTR 4.2) and interim management statements (DTR 4.3).
DTR 4.4.9GRP
The FSA maintains a published list of non-EEA States which, for the purpose of article 23.1 of the TD, are judged to have laws which lay down requirements equivalent to those imposed upon issuers by this chapter. Such issuers remain subject to the following requirements of DTR 6:(1) the filing of information with the FSA;(2) the language provisions; and(3) the dissemination of information provisions.
LR 5.3.1RRP
A request by an issuer for the listing of its securities to be suspended or cancelled must be in writing and must include:(1) the issuer's name;(2) details of the securities to which it relates and the RIEs on which they are traded;(3) a clear explanation of the background and reasons for the request;(4) the date on which the issuer requests the suspension or cancellation to take effect;(5) for a suspension, the time the issuer wants the suspension to take effect;(6) if relevant,
LR 5.3.2RRP
The issuer must also include with a request to cancel the listing of its securities the following:(1) if the cancellation is to take effect after the completion of the compulsory acquisition procedures under Chapter 3 of Part 281 of the Companies Act 20061, a copy of the notice sent to dissenting shareholders of the offeree together with written confirmation that there have been no objections made to the court within the prescribed period;11(2) for a cancellation referred to in
LR 5.3.4GRP
A written request by an issuer to have the listing of its securities suspended should be made as soon as practicable. Suspension requests received for the opening of the market should allow sufficient time for the FSA to deal with the request before trading starts.
LR 5.3.5RRP
A written request by an issuer to have the listing of its securities cancelled must be made not less than 24 hours before the cancellation is expected to take effect.
LR 5.3.6GRP
Cancellations will only be specified to take effect when the market opens on a specified day. An issuer should therefore ensure that all accompanying information has been provided to the FSA well before the date on which the issuer wishes the cancellation to take effect and at the very latest by 3 p.m. on the business day before it is to take effect. If the information is received after 3:00 p.m. on the day before the issuer wishes the cancellation to take effect, it will normally
LR 5.3.7GRP
(1) If an issuer requests the FSA to suspend or cancel the listing of its securities, it may withdraw its request at any time before the suspension or cancellation takes effect. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible, with an explanation of the reasons for the withdrawal.(2) Even if an issuer withdraws its request, the FSA may still suspend or cancel the listing of the securities if it considers it is necessary
LR 18.2.1RRP
If an application is made for the admission of certificates representing certain securities, the issuer of the securities which the certificates represent is the issuer for the purpose of the listing rules and the application will be dealt with as if it were an application for the admission of the securities.
LR 18.2.2RRP
For certificates representing certain securities to be admitted to listing an issuer of the securities which the certificates represent must comply with LR 18.2.3 R to LR 18.2.7 G.
LR 18.2.3RRP
An 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 18.2.4RRP
For the certificates to be listed, the securities which the certificates represent must:(1) conform with the law of the issuer's place of incorporation;(2) be duly authorised according to the requirements of the issuer's constitution; and(3) have any necessary statutory or other consents. [Note: Articles 45 and 53 CARD]
LR 18.2.7GRP
The FSA may, in exceptional circumstances, modify or dispense with LR 18.2.5 R where the issuer has the power to disapprove the transfer of securities if the FSA is satisfied that this power would not disturb the market in those securities.
LR 18.2.14RRP
A depositary that issues certificates representing certain securities must hold on trust (or under equivalent arrangements) for the sole benefit of the certificate holders the securities to which the certificates relate, all rights relating to the securities and all money and benefits that it may receive in respect of them, subject only to payment of the remuneration and proper expenses of the issuer of the certificates.
LR 19.5.1RRP
An issuer must submit to the FSA two copies of any document required by LR 19.5.2 R to LR 19.5.10 R at the same time as the document is issued.
LR 19.5.7RRP
An issuer must notify a RIS of all notices to holders of listedsecuritised derivatives no later than the date of despatch or publication.
LR 19.5.9RRP
An issuer must notify a RIS of any adjustment or modification it makes to the securitised derivative as a result of any change in or to the underlying instrument including details of the underlying event that necessitated the adjustment or modification.
LR 19.5.10RRP
An issuer must inform the FSA immediately if it becomes aware that an underlying instrument that is listed or traded outside the United Kingdom has been suspended.Note:LR 5.1.2G (7) and (8) and LR 5.4.6 G are of relevance to an issuer of securitised derivatives.
LR 1.3.1RRP
An issuer must provide to the FSA as soon as possible:(1) any information and explanations that the FSA may reasonably require to decide whether to grant an application for admission;(2) any information that the FSA considers appropriate to protect investors or ensure the smooth operation of the market; and [Note: Article 16.1 CARD](3) any other information or explanation that the FSA may reasonably require to verify whether listing rules are being and have been complied with
LR 1.3.2RRP
(1) The FSA may, at any time, require an issuer to publish such information in such form and within such time limits as it considers appropriate to protect investors or to ensure the smooth operation of the market. [Note: Article 16.2 CARD](2) If an issuer fails to comply with a requirement under paragraph (1) the FSA may itself publish the information (after giving the issuer an opportunity to make representations as to why it should not be published). [Note: Article 16.2 CA
LR 1.3.3RRP
An issuer must take reasonable care to ensure that any information it notifies to a RIS or makes available through the FSA is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.
LR 1.3.4RRP
If an issuer is required to notify information to a RIS at a time when a RIS is not open for business it must distribute the information as soon as possible to:(1) not less than two national newspapers in the United Kingdom;(2) two newswire services operating in the United Kingdom; and(3) a RIS for release as soon as it opens.
LR 15.3.1GRP
An applicant is required to comply with LR 3 (Listing applications).
LR 15.3.2GRP
An applicant that is seeking admission of its equity securitiesis required to retain a sponsor in accordance with LR 8 (Sponsors).
LR 15.3.3RRP
In addition to the circumstances set out in LR 8.2.1 R when a sponsor must be appointed, an applicant must appoint a sponsor on each occasion that it makes an application for admission of equity securitieswhich requires the production of listing particulars.
LR 15.3.4RRP
An application for the listing of securities of a multi-class fund or umbrella fund must provide details of the various classes or designations of securities intended to be issued by the applicant.
DTR 1A.3.1RRP
(1) The FSA may, at any time, require an issuer to publish such information in such form and within such time limits as it considers appropriate to protect investors or to ensure the smooth operation of the market.(2) If an issuer fails to comply with a requirement under paragraph (1) the FSA may itself publish the information (after giving the issuer an opportunity to make representations as to why it should not be published).
DTR 1A.3.2RRP
An issuer must take all reasonable care to ensure that any information it notifies to a RIS is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.
DTR 1A.3.3RRP
If an issuer is required to notify information to a RIS at a time when a RIS is not open for business, it must distribute the information as soon as possible to:(1) not less than two national newspapers in the United Kingdom;(2) two newswire services operating in the United Kingdom; and(3) a RIS for release as soon as it opens.
LR 16.3.1GRP
An applicant for admission is required to comply with LR 3 (Listing applications).
LR 16.3.2GRP
The FSA will admit to listing such number of securities as the applicant may request for the purpose of future issues. At the time of issue the securities will be designated to the relevant class.
LR 16.3.3GRP
An applicant that is seeking admission of its equity securitiesmust retain a sponsor in accordance with LR 8 (Sponsors).
LR 16.3.6RRP
An applicant which is a multi-class or umbrella fund which seeks to create a new class of security without increasing its share capital for which listing has previously been granted, must provide the FSA with the details of the new class and no further application for listing is required.
DTR 5.11.1RRP
An issuer whose registered office is in a non-EEA State will be treated as meeting equivalent requirements to those set out in DTR 5.8.12 R (2) (issuer to make public notifications of major shareholdings by close of third day following receipt) provided that the period of time within which the notification of the major holdings is to be effected to the issuer and is to be made public by the issuer is in total equal to or shorter than seven trading days.[Note: article 19 of the
DTR 5.11.2RRP
An issuer whose registered office is in a non-EEA State will be treated as meeting equivalent requirements in respect of treasury shares to those set out in DTR 5.5.1 R provided that:(1) if the issuer is only allowed to hold up a maximum of 5% of its own shares to which voting rights are attached, a notification requirement is triggered under the law of the third country whenever this the maximum threshold of 5% of the voting rights is reached or crossed;(2) if the issuer is allowed
DTR 5.11.3RRP
An issuer whose registered office is in a non-EEA State will be treated as meeting equivalent requirements to those set out in DTR 5.6.1 R (Disclosure by issuers of total voting rights) provided that the issuer is required under the law of the non-EEA State to disclose to the public the total number of voting rights and capital within 30 calendar days after an increase or decrease of such total number has occurred.[Note: article 21 of the TD implementing Directive]
DTR 5.11.4RRP
An issuer whose registered office is in a non-EEA State whose relevant laws are considered equivalent by the FSA is exempted from the corresponding obligation in this chapter.
DTR 5.11.5GRP
The FSA maintains a published list of non-EEA States which, for the purpose of article 23.1 of the TD, are judged to have laws which lay down requirements equivalent to those imposed upon issuers by this chapter. Such issuers remain subject to the following requirements of DTR 6:(1) the filing of information with the FSA;(2) the language provisions; and(3) the dissemination of information provisions.
LR 5.4.1GRP
If an issuer has the listing of its securities cancelled, it may only have them readmitted to the official list by re-applying for their listing.
LR 5.4.2RRP
The FSA may restore the listing of any securities that have been suspended if it considers that the smooth operation of the market is no longer jeopardised or if the suspension is no longer required to protect investors. The FSA may restore the listing even though the issuer does not request it.
LR 5.4.3GRP
(1) An issuer that has the listing of any of its securities suspended may request the FSA to have them restored.(2) The request should be made sufficiently in advance of the time and date the issuer wishes the securities to be restored.(3) Requests received for when the market opens should allow sufficient time for the FSA to deal with the request.(4) The request may be an oral request. The FSA may require documentary evidence that the events that lead to the suspension are no
LR 5.4.5GRP
(1) If an issuer has requested the FSA to restore the listing of any securities, it may withdraw its request at any time while the securities are still suspended. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible.(2) Even if a request to restore has been withdrawn, the FSA may restore the listing of securities if it believes the circumstances justify it.
LR 5.4.6GRP
(1) If an underlying instrument is restored, the securitised derivative'slisting will normally be restored.(2) For a securitised derivative relating to a basket of underlying instruments that has been suspended, the securitised derivative's listing may be restored by the FSA, irrespective of whether or not the underlying instrument has been restored, if:(a) the issuer of the securitised derivative confirms to the FSA that despite the relevant underlying instrument(s) suspension
LR 3.3.1RRP
LR 3.3.2 R to LR 3.3.7 R apply to an applicant which is applying for:1(1) a primary listing of its equity shares;11(2) a primary listing of its preference shares;11(3) 1a primary listing of its securities that are convertible into equity shares; or(4) 1a secondary listing of its equity shares.
LR 3.3.3RRP
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
LR 3.3.4RRP
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
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 1.4.1RRP
(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
LR 1.4.8GRP
The provisions relating to periodic fees for issuers and sponsors are set out in FEES 1, 2 and 4.11
LR 1.4.9GRP
(1) If the listing rules require an issuer to send documents to its security holders, the issuer may, in accordance with DTR 6.1.8 R, use electronic means to send those documents.3
GENPRU 2.2.64RRP
The conditions that an item of capital of a firm must comply with under GENPRU 2.2.62R (2)1 are as follows:(1) it is issued by the firm;(2) it is fully paid and the proceeds of issue are immediately and fully available to the firm;(3) it:(a) cannot be redeemed at all or can only be redeemed on a winding up of the firm; or(b) complies with the conditions in GENPRU 2.2.70 R (Basic requirements for redeemability) and GENPRU 2.2.76 R (Redeemable instrument subject to a step-up);(4)
GENPRU 2.2.133RRP
(1) This rule deals with any transaction:(a) under which an SPV directly or indirectly funds the subscription for capital issued by the firm as described in GENPRU 2.2.124 R; or(b) that is directly or indirectly funded by a transaction in (1)(a).(2) Each undertaking that is a party to a transaction to which this rule applies (other than the firm) must be a subsidiary undertaking of the firm.(3) Each SPV that is a party to a transaction to which this rule applies must comply with
GENPRU 2.2.134GRP
The purpose of GENPRU 2.2.133 R is to deal with a capital-raising under which the capital raised by a special purpose vehicle is passed through a number of undertakings before it is invested in the firm. If the capital resources of the firm fall below, or are likely to fall below, its capital resources requirement the firm should replace the capital issued by that first special purpose vehicle with a tier one instrument directly issued by the firm itself that is not an innovative
GENPRU 2.2.138RRP
(1) This rule applies to a potential tier one instrument if:(a) it is redeemable by the firm (ignoring GENPRU 2.2.77 R (Meaning of redemption));(b) it provides that if the issuer does not exercise that right or does not do so in specified circumstances the issuer must or may have to redeem it in whole or in part through the issue of shares eligible for inclusion in the firm'stier one capital resources or the instrument converts or may convert into such shares; and(c) GENPRU 2.2.77
GENPRU 2.2.144GRP
(1) In addition to the maximum conversion ratio of 200%,GENPRU 2.2.138R (2)(b) does not permit a firm to issue shares that would have a market value that exceeds the issue price of the instrument being redeemed.(2) In the example in GENPRU 2.2.143 G, if the market value of the ordinary shares was 250 pence at the conversion date, the maximum number of ordinary shares that may be issued to satisfy the redemption of one of the £100 par value innovative notes would be 40 (= £100
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 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
LR 5.5.1GRP
The decision-making procedures that the FSA will follow when it cancels, suspends or refuses a request to restore listing are set out in DEPP (Decision Procedure and Penalties)1.11
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
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 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 DEPP1.1
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.