Related provisions for RCB 3.2.5
61 - 80 of 141 items.
(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
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.
An issuer or sponsor should consult with the FCA 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 FCA to dispense with or modify a listing rule.
(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,
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
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
(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,
An applicant for the admission of securitised derivatives must either:(1) have permission under the Act to carry on its activities relating to securitised derivatives and be either a bank or a securities and futures firm;(2) if the applicant is an overseas company:(a) be regulated by an overseas regulator responsible for the regulation of banks, securities firms or futures firms and which has a lead regulation agreement for financial supervision with the FCA; and(b) be carrying
To be listed, if a retail securitised derivative gives its holder a right of exercise, its terms and conditions must provide that:(1) for cash settled securitised derivatives that are in the money at the exercise time on the expiration date, the exercise of the securitised derivative is automatic; or(2) for physically settled securitised derivatives that are in the money at the exercise time on the expiration date, if the holder fails to deliver an exercise notice by the time
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
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.
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)
(1) If the FCA considers that an issuer, a person discharging managerial responsibilities or a connected person has breached any of the disclosure requirements2 it may, subject to the provisions of the Act, impose on that person a financial penalty or publish a statement censuring that person.(2) If the FCA considers that a former director was knowingly concerned in a breach by an issuer it may, subject to the provisions of the Act, impose on that person a financial penalty
(1) 1The purpose of LR 6.2.1R(2), LR 6.2.3R, and LR 6.3.1R is to ensure that the applicant has representative financial information throughout the period required by LR 6.2.1R(1) and LR 6.2.3R and to assist prospective investors to make a reasonable assessment of what the future prospects of the applicant’s business might be. Investors are then able to consider the applicant’s historical financial information in light of its particular competitive advantages, the outlook for the
1Factors that may indicate that an applicant does not satisfy LR 6.4.1R include situations where:(1) a majority of the revenue generated by the applicant’s business is attributable to business conducted directly or indirectly with one person or group; (2) or
the applicant cannot demonstrate that it has access to financing other than from one person or group; or
(3) the applicant does not have:
(a) strategic control over the commercialisation of its products; or(b) strategic control
Where there is press speculation
or market rumour regarding an issuer,
the issuer should assess whether
a disclosure obligation arises under article 17(1) of the Market Abuse Regulation1. To do this an issuer will need to carefully assess whether
the speculation or rumour has given rise to a situation where the issuer has inside
information.
The knowledge that press speculation
or market rumour is false may not1 amount to inside
information. If1 it does amount to inside
information, the FCA expects that there may be cases where1 an issuer would be able
to delay disclosure1 in accordance with article 17(4) or 17(5) of the Market Abuse Regulation1.
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
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.
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.
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.
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) [deleted]4(3A) premium listing (sovereign controlled commercial company);3(4) standard listing (shares);(4A) standard listing (open-ended investment companies);4(5) standard listing (debt and debt-like
1This
chapter applies to an issuer that
has applied for the admission of:(1) securities specified
in article 1(2) of the Prospectus Regulation3 (other
than securities specified in
article 1(2)(a), (b)5 or (d) of that regulation3); or(2) any other specialist
securities for which a prospectus is
not required under the Act or the Prospectus Regulation24.
An issuer must
ensure that listing particulars for securities referred to in LR 4.1.1 R are approved by the FCA and published in accordance with LR 4.3.5 R.Note:
Under LR 2.2.11 R,
the securities will only be listed if listing
particulars for the securities have
been approved by the FCA and published.
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