Related provisions for RCB 3.2.5

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LR 6.6.1RRP
1An applicant must demonstrate that it exercises operational control over the business it carries on as its main activity.
LR 6.6.3GRP
1Factors that may indicate that an applicant does not satisfy the requirement in LR 6.6.1R include where the applicant’s business consists principally of holding shares in entities that it does not control, including entities where the applicant:(1) owns a minority holding of shares; or(2) is only able to exercise negative control; or(3) exercises control subject to contractual arrangements which could be altered without the applicant’s agreement or could result in a temporary
RCB 3.4.1DRP
The issuer must inform the FCA of the information relating to bond issuances from a regulated covered bond in the form set out in RCB 3 Annex 4 D (indicative terms form) at least 3 business days1 before the date of issuance.1
RCB 3.4.2DRP
1On the date of issuance, the issuer must send to the FCA:(1) the information in the form set out in RCB 3 Annex 5 D (issuance form);(2) the information in the form set out in RCB 3 Annex 3 D (asset and liability profile form); and(3) the final terms of the regulated covered bonds or equivalent issuance documents setting out the terms of the regulated covered bonds and signed copies of swap documents.
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 FCA 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 FCA to be listed under this chapter must comply with the rules applicable to an issuer of specialist securitised derivatives unless otherwise stated.
DTR 2.1.1GRP
1An issuer should be aware that matters that fall within the scope of this chapter may also fall within the scope of:(1) the market abuse regime set out in the Market Abuse Regulation2;(2) Part 7 (Offences relating to Financial Services) of the Financial Services Act 2012 relating to misleading statements and practices;(3) Part V of the Criminal Justice Act 1993 relating to insider dealing; and(4) the Takeover Code.
LR 1.6.1ARRP
1An issuer must comply with the rules that are applicable to every security in the category of listing which applies to each security the issuer has listed. The categories of listing are:(1) premium listing (commercial company); (2) premium listing (closed-ended investment fund);(3) premium listing (open-ended investment companies);(3A) premium listing (sovereign controlled commercial company);3(4) standard listing (shares);(5) standard listing (debt and debt-like securities);(6)
LR 1.6.2RRP
An issuer must inform the FCA if the characteristics of a security change so that the security no longer meets the definition of a security in the category in which it has been placed.
DTR 1.3.2GRP
1Telephone calls to and from the FCA may be recorded for regulatory purposes. The FCA may also require the issuer, person discharging managerial responsibilities, connected person or their advisers to provide information in writing.
DTR 1.3.6GRP
1If an issuer is required to notify information to a RIS at a time when a RIS is not open for business, it may 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.
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 it holds as a result of the transaction as a whole,1 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 righ
DTR 5.5.1ARRP
2DTR 5.5.1R does not apply to a third-country issuer that falls within DTR 5.11.4R.
LR 6.1.1RRP
This chapter applies to an applicant for the admission of equity shares to premium listing (commercial company) except where:11(1) the applicant meets the following conditions:11(a) it has an existing premium listing (commercial company) of equity shares;11(b) it is applying for the admission of equity shares of the same class as the shares that have been admitted to premium listing; and11(c) it is not entering into a transaction classified as a reverse takeover; or11(2) the following
LR 6.1.2GRP
An applicant to whom this chapter applies must satisfy the requirements in this chapter (in addition to those in LR 2).11
LR 6.13.1RRP
1An applicant must satisfy the FCA that: (1) the discretion of its board to make strategic decisions on behalf of the applicant has not been limited or transferred to a person outside the applicant’s group; and(2) its board has the capability to act on key strategic matters in the absence of a recommendation from a person outside the applicant’s group.
LR 6.13.2GRP
1In considering whether an applicant has satisfied LR 6.13.1R, the FCA will consider, among other things, whether the board of the applicant consists solely of non-executive directors and whether significant elements of the strategic decision-making of or planning for the applicant take place outside the applicant’s group, for example with an external management company.
LR 8.3.4RRP
Where, in relation to a sponsor service,1 a sponsor gives any guidance or advice to a listed company or applicant on 1 the application or interpretation of the listing rules or disclosure requirements7 and transparency rules2, the sponsor must take reasonable steps to satisfy itself that the director or directors of the listed company understand their responsibilities and obligations 1under the listing rules and disclosure requirements7 and transparency rules.21112112
LR 8.3.14RRP
1If a listed company or applicant appoints more than one sponsor to provide a sponsor service6 then:6(1) the appointment does not relieve either of the appointed sponsors of their obligations under LR 8; and(2) the sponsors are each responsible for complying with the obligations under LR 8 .66
LR 8.3.15GRP
6If a listed company or applicant appoints more than one sponsor to provide a sponsor service, the FCA expects the sponsors to co-operate with each other in relation to the sponsor service, including by establishing arrangements for the sharing of information as appropriate having regard to the sponsor service.
LR 13.5.3BRRP
2When a listed company is acquiring or disposing of an interest in a target that was or will be accounted for using the equity method in the listed company's annual consolidated accounts, the class 1 circular should include:(1) for an acquisition,(a) a narrative explanation of the proposed accounting treatment of the target in the issuer's next audited consolidated accounts; (b) a financial information table for the target; (c) a statement that the target financial information
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 (1) does not apply when financial information is presented in accordance with:22(a) DTR 4.2.6 R, in relation only to financial information for the listed company presented for periods after the end of its last published annual accounts;
LR 13.5.30RRP
If a class 1 circular includes half-yearly or quarterly or other interim financial information for the target, the financial information should be presented in accordance with LR 13.5.4R (1) and be accompanied by a confirmation from the directors of the consistency of the accounting policies with those of the issuer, except:22(1) where LR 13.5.27R (1) applies, the financial information should be presented in accordance with LR 13.5.27R (2) except that no accountant’s opinion is
LR 13.5.30BRRP
(1) 2In the case of a class 1 disposal, a financial information table must include for the target:(a) the last annual consolidated balance sheet; (b) the consolidated income statements for the last three years drawn up to at least the level of profit or loss for the period; and(c) the consolidated balance sheet and consolidated income statement (drawn up to at least the level of profit or loss for the period) at the issuer's interim balance sheet date if the issuer has published
LR 9.2.6RRP
A listed company that is not already required to comply with the obligations referred to under article 17 of the Market Abuse Regulation12 must comply with those obligations12 as if it were an issuer for the purposes of the disclosure requirements12 and transparency rules subject to article 22 of the Market Abuse Regulation12.1
LR 9.2.6AGRP
1A listed company, whose equity shares5are 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),4DTR 6 (Access to information) and DTR 7 (Corporate governance).454
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 9.2.20RRP
6An issuer must at all times ensure that the discretion of its board to make strategic decisions on behalf of the company has not been limited or transferred to a person outside the issuer'sgroup, and that the board has the capability to act on key strategic matters in the absence of a recommendation from a person outside the issuer'sgroup.
LR 14.3.22GRP
1A company2, 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).2
LR 14.3.23RRP
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 14.3.24RRP
2A listed company that is not already required to comply with DTR 7.2 (Corporate governance statements), or with corresponding requirements imposed by another EEA State, must comply with DTR 7.2 as if it were an issuer to which that section applies.
PR 2.1.1UKRP

1Sections 87A(2), (2A), 2(3) and (4) of the Act provide for the general contents of a prospectus:

(2)

The necessary information is the information necessary to enable investors to make an informed assessment of –

(a)

the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the transferable securities and of any guarantor; and

(b)

the rights attaching to the transferable securities.2

2(2A)

If, in the case of transferable securities to which section 87 applies, the prospectus states that the guarantor is a specified EEA State, the prospectus is not required to include other information about the guarantor.

(3)

The necessary information must be presented in a form which is comprehensible and easy to analyse.

(4)

The necessary information must be prepared having regard to the particular nature of the transferable securities and their issuer.6

266
PR 2.1.4EURP

Article 24 of the PD Regulation provides for how the contents of the summary are to be determined:

3Content of the summary of the prospectus, of the base prospectus and of the individual issue

1

The issuer, the offeror or the person asking for the admission to trading on a regulated market shall determine the detailed content of the summary referred to in Article 5(2) of Directive 2003/71/EC in accordance with this Article.

A summary shall contain the key information items set out in Annex XXII. Where an item is not applicable to a prospectus, such item shall appear in the summary with the mention "not applicable". The length of the summary shall take into account the complexity of the issuer and of the securities offered, but shall not exceed 7% of the length of a prospectus or 15 pages, whichever is the longer. It shall not contain cross-references to other parts of the prospectus.

The order of the sections and of the elements of Annex XXII shall be mandatory. The summary shall be drafted in clear language, presenting the key information in an easily accessible and understandable way. Where an issuer is not under an obligation to include a summary in a prospectus pursuant to Article 5(2) of Directive 2003/71/EC, but produces an overview section in the prospectus, this section shall not be entitled "Summary" unless the issuer complies with all disclosure requirements for summaries laid down in this Article and Annex XXII.

2

The summary of the base prospectus may contain the following information:

(a)

information included in the base prospectus;

(b)

options for information required by the securities note schedule and its building block(s);

(c)

information required by the securities note schedule and its building block(s) left in blank for later insertion in the final terms.

3

The summary of the individual issue shall provide the key information of the summary of the base prospectus combined with the relevant parts of the final terms. The summary of the individual issue shall contain the following:

(a)

the information of the summary of the base prospectus which is only relevant to the individual issue;

(b)

the options contained in the base prospectus which are only relevant to the individual issue as determined in the final terms;

(c)

the relevant information given in the final terms which has been previously left in blank in the base prospectus.

Where the final terms relate to several securities which differ only in some very limited details, such as the issue price or maturity date, one single summary of the individual issue may be attached for all those securities, provided the information referring to the different securities is clearly segregated.

The summary of the individual issue shall be subject to the same requirements as the final terms and shall be annexed to them.
54
DTR 5.2.1RRP

A person is an indirect holder of shares for the purpose of the applicable definition of shareholder to the extent that he is entitled to acquire, to dispose of, or to exercise voting rights in any of the following cases or a combination of them:

Case

(a)

voting rights held by a third party with whom that person has concluded an agreement, which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the issuer in question;

(b)

voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights in question;

(c)

voting rights attaching to shares which are lodged as collateral with that person provided that person controls the voting rights and declares its intention of exercising them;

(d)

voting rights attaching to shares in which that person has the life interest;

(e)

voting rights which are held, or may be exercised within the meaning of points (a) to (d) or, in cases (f) and (h) by a person1 undertaking investment management, or by a management company, by an undertaking controlled by that person;

1

(f)

voting rights attaching to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders;

(g)

voting rights held by a third party in his own name on behalf of that person;

(h)

voting rights which that person may exercise as a proxy where that person can exercise the voting rights at his discretion in the absence of specific instructions from the shareholders.

[Note: article 10 of the TD]

DTR 5.2.2GRP
Cases (a) to (h) in DTR 5.2.1 R identify situations where a person may be able to control the manner in which voting rights are exercised and where, (taking account of any aggregation with other holdings) a notification to the issuer may need to be made. In the FCA's view:(1) Case (e) produces the result that it is always necessary for the parent undertaking of a controlled undertaking to aggregate its holding with any holding of the controlled undertaking (subject to the exemptions
DTR 5.2.3GRP
A person falling within Cases (a) to (h) is an indirect holder of shares for the purpose of the definition of shareholder. These indirect holdings have to be aggregated, but also separately identified in a notification to the issuer. Apart from those identified in the Cases (a) to (h), the FCA does not expect any other significant category "indirect shareholder" to be identified. Cases (a) to (h) are also relevant in determining whether a person is an indirect holder of financial
LR 3.1.1RRP
1This chapter applies to an applicant for the admission of securities.
DTR 1A.4.1RRP
1An issuer must pay the fees set out in DTR App 2R to the FCA when they are due.
DTR 3.1.1GRP
This chapter contains guidance on certain of6 the notification obligations of issuers, persons discharging managerial responsibilities and their connected persons under article 19 of the Market Abuse Regulation6, in respect of transactions conducted on their own account in shares or debt instruments6 of the issuer, or derivatives or any other financial instrument relating to those shares.1
DTR 3.1.2AGRP
(1) [deleted]65(2) 5An individual may be a "senior executive", as defined in article 3(1)(25)(b) of the Market Abuse Regulation,6 irrespective of the nature of any contractual arrangements between the individual and the issuer and notwithstanding the absence of a contractual arrangement between the individual and the issuer, provided the individual has regular access to inside information relating, directly or indirectly, to the issuer and has power to make managerial decisions
LR 6.14.1RRP
1Where an applicant is applying for the admission of a class of equity shares to premium listing, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public in one or more EEA States. [Note: article 48 of the CARD]
LR 6.14.3RRP
1For the purposes of LR 6.14.1R and LR 6.14.2R, shares are not held in public hands if they are:(1) held, directly or indirectly by:(a) a director of the applicant or of any of its subsidiary undertakings; or(b) a person connected with a director of the applicant or of any of its subsidiary undertakings; or(c) the trustees of any employees’ share scheme or pension fund established for the benefit of any directors and employees of the applicant and its subsidiary undertakings;
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 [FCA].

(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 [FCA] for its approval.

(3)

The relevant period begins when the prospectus is approved by the [FCA] 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(3A)

But where the prospectus relates both to an offer of transferable securities to the public and the admission of those securities to trading on a regulated market, subsection (3) does not apply and the relevant period beings when the prospectus is approved and ends with the later of -

(a)

the closure of the offer to the public to which the prospectus relates; or

(b)

the time 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.
PR 3.4.4EURP

Commission Delegated Regulation (EU) No 382/2014 supplementing Directive 2003/71/EC of the European Parliament and of the Council with regard to regulatory technical standards for publication of supplements to the prospectus provides that:

Recital 5

It is not possible to identify all the situations in which a supplement to the prospectus is required as this may depend on the issuer and securities involved. Therefore, it is appropriate to specify the minimum situations where a supplement is required.

Article 2

Obligation to publish a supplement

A supplement to the prospectus shall be published in the following situations:

(a)

where new annual audited financial statements are published by any of the following:

(1)

an issuer where a prospectus relates to shares and other transferable securities equivalent to shares referred to in Article 4(2)(1) of Regulation (EC) No 809/2004;

(2)

an issuer of the underlying shares or other transferable securities equivalent to shares in case of equity securities complying with the conditions set out in Article 17(2) of Regulation (EC) No 809/2004;

(3)

an issuer of the underlying shares where the prospectus is drawn up in accordance with the depository receipt schedule, set out in Annex X or XXVIII of Regulation (EC) No 809/2004;

(b)

where an amendment to a profit forecast or a profit estimate already included in the prospectus is published by any of the following:

(1)

an issuer where a prospectus relates to shares and other transferable securities equivalent to shares referred to in Article 4(2)(1) of Regulation (EC) No 809/2004;

(2)

an issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to equity securities complying with the conditions set out in Article 17(2) of Regulation (EC) No 809/2004;

(3)

an issuer of the underlying shares where the prospectus is drawn up in accordance with the depository receipt schedule, set out in Annex X or XXVIII to Regulation (EC) No 809/2004;

(c)

where there is a change in control in respect of any of the following:

(1)

an issuer where a prospectus relates to shares and other transferable securities equivalent to shares referred to in Article 4(2)(1) of Regulation (EC) No 809/2004:

(2)

an issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to equity securities complying with the conditions set out in Article 17(2) of Regulation (EC) No 809/2004;

(3)

an issuer of the underlying shares where a prospectus is drawn up in accordance with a depository receipt schedule, set out in Annex X or XXVIII to Regulation (EC) No 809/2004;

(d)

where there is any new public takeover bid by third parties, as defined in Article 2(1)(a) of Directive 2004/25/EC of the European Parliament and the Council and the outcome of any public takeover bid in respect of any of the following:

(1)

the equity of the issuer where a prospectus relates to shares and other transferable securities equivalent to shares referred to in Article 4(2)(1) of Regulation (EC) No 809/2004;

(2)

the equity of the issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to equity securities complying with the conditions set out in Article 17(2) of Regulation (EC) No 809/2004;

(3)

the equity of the issuer of the underlying shares where a prospectus is drawn up in accordance with the depository receipt schedule, set out in Annex X or XXVIII to Regulation (EC) No 809/2004;

(e)

where in relation to shares and other transferable securities equivalent to shares referred to in Article 4(2)(1) of Regulation (EC) No 809/2004 and convertible or exchangeable debt securities which are equity securities complying with the conditions set out in Article 17(2) of that Regulation there is a change in the working capital statement included in a prospectus when the working capital becomes sufficient or insufficient for the issuer’s present requirements;

(f)

where an issuer is seeking admission to trading on (an) additional regulated market(s) in (an) additional Member State(s) or is intending to make an offer to the public in (an) additional Member State(s) other than the one(s) provided for in the prospectus;

(g)

where a new significant financial commitment is undertaken which is likely to give rise to a significant gross change within the meaning of Article 4a(6) of Regulation (EC) No 809/2004 and the prospectus relates to shares and other transferable securities equivalent to shares referred to in Article 4(2)(1) of that Regulation and other equity securities complying with the conditions set out in Article 17(2) of that Regulation;

(h)

where the aggregate nominal amount of the offering programme is increased.