Related provisions for RCB 3.2.5

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LR 6.2.1RRP
1An applicant must have published or filed historical financial information that:(1) covers at least three years; [Note: article 44 of the CARD] (2) represents at least 75% of the applicant's business for the period in (1);(3) unless LR 5.6.21R applies, has a latest balance sheet date that is not more than: (a) six months before the date of the prospectus or listing particulars for the relevant shares; and(b) nine months before the date the shares are admitted to listing; and(4)
LR 6.2.2GRP
(1) 1In determining what amounts to 75% of the applicant's business for the purpose of LR 6.2.1R(2), the FCA will consider the size, in aggregate, of all of the acquisitions that the applicant has entered into during the period required by LR 6.2.1R(1) and up to the date of the prospectus or listing particulars, relative to the size of the applicant as enlarged by the acquisitions.(2) In ascertaining the size of the acquisitions relative to the applicant for the purposes of LR
LR 6.2.3RRP
1Where an applicant has made an acquisition or series of acquisitions such that its own consolidated financial information is insufficient to meet the 75% requirement in LR 6.2.1R(2), there must be historical financial information relating to the acquired entity or entities which has been published or filed and that:(1) covers the period from at least three years prior to the date under LR 6.2.1R(3) up to the earlier of:(a) the date in LR 6.2.1R(3); or(b) the date of acquisition
LR 6.2.6RRP
1An applicant must:(1) take all reasonable steps to ensure that the person providing the opinion in LR 6.2.4R(1) is independent of it; and(2) obtain written confirmation from the person providing the opinion in LR 6.2.4R(1) that it complies with guidelines on independence issued or approved by its national accountancy or auditing bodies.
LR 1.4.1RRP
(1) If it appears to the FCA that there is, or there may be, a breach of the listing rules or the disclosure requirements6 and transparency rules4 by an issuer with a premium listing4, the FCA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules, the disclosure requirements6 and the transparency rules4.4(2) If required to do so under (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the
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
LR 1.4.11RRP
5Where a listing rule requires an issuer subject to DTR 6.3.1 R to use the services of an RIS, the issuer must comply with the provisions of DTR 6.3.
LR 1.4.12RRP
5Where a listing rule requires an issuer who is not subject to DTR 6.3.1 R to use the services of an RIS, the issuer must comply with the provisions of DTR 6.3, except in relation to information which is required to be disclosed under 7articles 17 and 196 of the Market Abuse Regulation6 or the DTR.6
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 FCA 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 FCA 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 maintain adequate arrangements to safeguard certificate holders' rights to4 the securities to which the certificates relate, and to4 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.4
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 FCA 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 FCA 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 FCA 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 FCA to deal with the request.(4) The request may be an oral request. The FCA 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 FCA 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 FCA 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 FCA, irrespective of whether or not the underlying instrument has been restored, if:(a) the issuer of the securitised derivative confirms to the FCA 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 a listing of its shares except for preference shares that are specialist securities.4313
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 FCA before 9 a.m. on the day the FCA 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 1shares4 for the first time; or [Note: see LR 8.4.3 R and LR 8.4.9 R1];414(2) a completed
LR 3.3.4RRP
If written confirmation of the number of shares 4to be allotted pursuant to a board resolution1 cannot be submitted to the FCA by the deadline set out in LR 3.3.2 R or the number of shares4to be admitted is lower than the number notified under LR 3.3.2 R,1 written confirmation of the number of shares4to be allotted or admitted must be provided to the FCA by 1the applicant or its sponsor at least one hour before the admission to listing is to become effective.14144141
LR 3.3.6RRP
An applicant must keep copies of the following for six years after the admission to listing2:2(1) any agreement to acquire any assets, business or shares4 in consideration for or in relation to which the company's shares4are being issued;44(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 shares;44(3) the applicant'sconstitution as at the date of admission;(4)
LR 3.3.7RRP
An applicant must provide to the FCA the documents set out in LR 3.3.6 R, if requested to do so.
COLL 5.2.7RRP
(1) A transferable security is an investment which is any of the following:(a) a share;(b) a debenture;(ba) an alternative debenture;11(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
COLL 5.2.7ARRP
(1) 7A UCITS scheme may invest in a transferable security only to the extent that the transferable security fulfils the following criteria:(a) the potential loss which the UCITS scheme may incur with respect to holding the transferable security is limited to the amount paid for it;(b) its liquidity does not compromise the ability of the authorised fund manager to comply with its obligation to redeemunits at the request of any qualifying unitholder (see COLL 6.2.16 R (3) );(c)
COLL 5.2.10ARRP
(1) 7(In addition to instruments admitted to or dealt in on an eligible market) a UCITS scheme may invest in an approved money-market instrument provided it fulfils the following requirements:(a) the issue or the issuer is regulated for the purpose of protecting investors and savings; and(b) the instrument is issued or guaranteed in accordance with COLL 5.2.10B R.[Note: article 50(1)(h)(i) to (iii)13 of the UCITS Directive]13(2) The issue or the issuer of a money-market instrument,
COLL 5.2.10BRRP
(1) 7A UCITS scheme may invest in an approved money-market instrument if it is:(a) issued or guaranteed by any one of the following:(i) a central authority of the United Kingdom or25 an EEA State or, if the EEA State is a federal state, one of the members making up the federation;(ii) a regional or local authority of the United Kingdom or25 an EEA State;(iii) the Bank of England,25 the European Central Bank or a central bank of an EEA State;(iv) the European Union or the European
COLL 5.2.10CRRP
(1) 7In the case of an approved money-market instrument within COLL 5.2.10BR (1)(b) or issued by a body of the type referred to in COLL 5.2.10E G; or which is issued by an authority within COLL 5.2.10BR (1)(a)(ii) or a public international body within COLL 5.2.10BR (1)(a)(vi) but is not guaranteed by a central authority within COLL 5.2.10BR (1)(a)(i), the following information must be available:(a) information on both the issue or the issuance programme, and the legal and financial
COLL 5.2.10EGRP
(1) 7In addition to instruments admitted to or dealt in on an eligible market, a UCITS scheme may also with the express consent of the FCA (which takes the form of a waiver under sections 138A and 138B of the Act as applied by section 250 of the Act or regulation 7 of the OEIC Regulations) invest in an approved money-market instrument provided:(a) the issue or issuer is itself regulated for the purpose of protecting investors and savings in accordance with COLL 5.2.10AR (2);(b)
COLL 5.2.11BRRP
(1) 13An authorised fund manager of a UCITS scheme must ensure that counterparty risk arising from an OTC derivative transaction is subject to the limits set out in COLL 5.2.11R (7) and COLL 5.2.11R (10).(2) When calculating the exposure of a UCITS scheme to a counterparty in accordance with the limits in COLL 5.2.11R (7), the authorised fund manager must use the positive mark-to-market value of the OTC derivative contract with that counterparty.(3) An authorised fund manager
DTR 2.6.1GRP
1An issuer should 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.
DTR 2.6.3GRP
If an issuer is relying on article 17(4) or 17(5) of the Market Abuse Regulation1 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 article 17(4) or 17(5) of the Market Abuse Regulation1 if a recipient of inside information under article 17 of the Market Abuse Regulation1 breaches his duty of confidentiality.
LR 4.3.3GRP
The FCA 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 article 20 of the Prospectus Regulation3 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 FCA.
LR 4.3.5RRP
An issuer must ensure that after listing particulars or supplementary listing particulars are approved by the FCA, the listing particulars or supplementary listing particulars are filed and published as if the relevant requirements in PRR 3.2, article 21 of the Prospectus Regulation, the PR Regulation and the Prospectus RTS Regulation applied to them.4112
LR 8.5.1RRP
A listed company or applicant must ensure that1 the FCA is informed 1promptly of the name and contact details of any 2sponsor appointed in accordance with the listing rules (either by the listed company or applicant or by the sponsor itself)1.12
LR 8.5.2RRP
(1) A listed company or applicant must notify the FCA 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 to provide a sponsor service4, the company must:(1) ensure that one sponsor4 takes responsibility for contact with the FCA in respect of administrative arrangements for the sponsor service4; and244(2) inform the FCA promptly4, in writing, of the name and contact details of the sponsor taking responsibility under (1).44
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 FCA 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 a third country3, the issuer has failed to comply with any obligations under that listing.
LR 2.1.5GRP
2The FCA is not able to make the admission of securities conditional on any event. The FCA may, in particular cases, seek confirmation from an issuer before the admission of securities that the admission does not purport to be conditional on any matter.
DTR 1.4.2GRP
2If trading of an issuer'sfinancial instruments is suspended, the issuer, any persons discharging managerial responsibilities and any connected person must continue to comply with all applicable disclosure requirements.
DTR 1.4.4GRP
Examples of when the FCA may require the suspension of trading of a financial instrument include:(1) if an issuer fails to make an2 announcement as required by the Market Abuse Regulation2 within the applicable time-limits which the FCA 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 appropriate2 announcement required
DTR 1.4.5GRP
The decision-making procedures to be followed by the FCA when it:(1) requires the suspension of trading of a financial instrument; or(2) refuses an application by an issuer to lift a suspension of trading of a financial instrument2;are set out in DEPP1.1
LR 17.4.7RRP
In the case of debtsecurities guaranteed by another company, an issuer must submit to the FCA 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 FCA 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.
LR 5.5.1GRP
The decision-making procedures that the FCA will follow when it cancels, suspends or refuses a request by an issuer2 to suspend, cancel or 2restore listing are set out in DEPP (Decision Procedure and Penalties)1.11
LR 5.5.2RRP
An issuer must inform the FCA if its listing has been suspended, cancelled or restored by an overseas exchange or overseas authority.
LR 5.5.3GRP
(1) The FCA 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 listed3issuer'ssecurities are suspended, cancelled or restored on its home exchange).(2) The FCA will not normally suspend the listing of securities where there is a trading halt for the security on its home exchange.(3) If a listedissuer3 requests a suspension, cancellation or restoration of the 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;2(d) specialist securities of the following types:(i) convertible securities which convert to debt securities;(ii) convertible securities which convert to equity securities;2(iii) convertible securities which are exchangeable for securities of another company; and 2(iv) preference shares2
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 3.2.2RRP
An applicant for admission must apply to the FCA by:(1) submitting, in final form:(a) the documents described in LR 3.3 in the case of an application in respect of equity shares;44(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;(2) submitting all additional documents, explanations and information as required by the FCA;(3) submitting verification
LR 3.2.3GRP
Before submitting the documents referred to in LR 3.2.2 R (1), an applicant should contact the FCA to agree the date on which the FCA will consider the application.3
LR 3.2.6GRP
When considering an application for admission to listing, the FCA 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 FCA considers relevant to the application for listing;(3) take into account any information which it considers appropriate in relation to the application
DTR 5.8.2RRP
(1) A notification required of voting rights arising from the holding of financial instruments4 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 instruments4 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-UKissuer4 and two trading days in all other cases,4 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 or possibility of exercising voting
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 and DTR 5.6.1A R3 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
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,
DTR 5.1.1RRP
1In this chapter:(1) references to an2 "issuer", in relation to shares admitted to trading on a regulated market, are to an issuer whose shares are admitted to trading on a regulated market11;2(2) references to a "non-UKissuer" are to an issuer whose shares are admitted to trading on a regulated market11other than:(a) a public company within the meaning of section 4(2)7of the Companies Act 200674; and434433477(b) a company which is otherwise incorporated in, and whose principal
DTR 5.1.2RRP
A10person must notify the issuer of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold 5through his direct or indirect holding of financial instruments10 falling within 2DTR 5.3.1R (1)10 (or a combination of such holdings) if the percentage of those voting rights2:2258(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 basis of thresholds
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) (a) shares acquired; or10(b) shares underlying financial instruments within DTR 5.3.1R(1) to the extent that such financial instruments are acquired;10for the sole purpose of clearing and settlement within a settlement cycle not exceeding the period beginning with 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 the FCA or the PRA under the United Kingdom provisions which implemented MiFID11;(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 or financial instruments within DTR 5.3.1R(1)10
DTR 8.4.13RRP
A primary information provider must not make substantive changes to the regulated information it receives, unless requested by the issuer or other organisation who submitted the regulated information for dissemination.
DTR 8.4.15RRP
A primary information provider must record the following information for each announcement of regulated information it disseminates: (1) the name of any person who communicates regulated information on behalf of an issuer or other organisation to the primary information provider;(2) the name of the issuer or organisation on whose behalf the regulated information is communicated;(3) the security validation details of the issuer or organisation;(4) the date and time the regulated
DTR 8.4.19RRP
A primary information provider must ensure that there is certainty about the:(1) identity of any person who submits regulated information on behalf of an issuer or organisation to the primary information provider; (2) authority of the person to submit the regulated information on behalf of the issuer or organisation; and(3) identity of the issuer or organisation on whose behalf the regulated information is submitted.
DTR 8.4.21RRP
A primary information provider must disseminate regulated information that has been submitted by:(1) an issuer; or(2) any person acting as agent for an issuer; or(3) any regulatory body listed in DTR 8 Annex 1; or(4) any other person required to submit regulated information.
DTR 8.4.23RRP
Regulated information disseminated to a media operator by a primary information provider must contain the following: (1) identification of the information as regulated information which has been disseminated by a primary information provider;(2) the unique identification number for the item of regulated information;(3) the sequence number of the regulated information;(4) a clear indication of the start of the regulated information;(5) the name of the issuer or organisation concerned;(6)
LR 1.2.1RRP
(1) The FCA may dispense with or modify the listing rules in such cases and by reference to such circumstances as it considers appropriate (subject to 4the 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 FCA immediately it becomes aware of any matter which is material to the relevance or appropriateness of the dispensation
LR 1.2.4GRP
If an issuer applies to the FCA to dispense with or modify a listing rule on the basis that it is in severe financial difficulty, the FCA 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 FCA 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 FCA 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 FCA to dispense with or modify a listing rule.

REC 4.2D.2GRP
The procedure the FCA5 will follow if it exercises its power to require a UK RIE to suspend or remove a financial instrument3 from trading is set out in sections 313B to 313BE of the Act.3 The FCA's internal arrangements provide for decisions to exercise this power to be taken at an appropriately senior level. If the FCA5 exercises this power, the UK RIE concerned and the issuer (if any) of the relevant financial instrument may refer the matter to the Tribunal(see EG 2.39)2.2
REC 4.2D.7GRP
6Under sections 313CA(2) and (3) of the Act, if the FCA imposes a requirement to suspend or remove a financial instrument from trading, the FCA must require any trading venue or systematic internaliser, falling under its jurisdiction as defined in section 313D of the Act, which trades the same instrument to suspend or remove the instrument if the suspension or removal was due to suspected market abuse; a take-over bid; or the non-disclosure of inside information about the issuer
REC 4.2D.8GRP
6Under sections 313CB (2) and (3) of the Act, if the FCA receives notice that a person operating a trading venue has suspended or removed a financial instrument from trading on the trading venue because the instrument no longer complies with the venue’s rules, the FCA must require any other trading venue or systematic internaliser, falling under its jurisdiction as defined in section 313D of the Act, which trades the same instrument to suspend or remove the instrument if the suspension
REC 4.2D.10GRP
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