Listing Rules - FCA

Transcription

Listing Rules

LR ContentsListing RulesLR 11.11.21.31.41.51.61 Annex 1LR 22.12.2LR 33.13.23.33.43.5LR 44.14.24.34.4LR 55.15.25.35.45.4A5.55.6LR–iPreliminary: All securitiesIntroductionModifying rules and consulting the FCAInformation gathering and publicationMiscellaneousStandard and Premium ListingListing CategoriesMarket abuse safe harboursRequirements for listing: All securitiesPreliminaryRequirements for all securitiesListing applications: All securitiesApplicationApplication for admission to listingSharesDebt and other securitiesBlock listingListing particulars for professional securities market and certainother securities: All securitiesApplication and PurposeContents and format of listing particularsApproval and publication of listing particularsMiscellaneousSuspending, cancelling and restoring listing and reverse takeovers:All securitiesSuspending listingCancelling listingRequests to cancel or suspendRestoring listingTransfer between listing categoriesMiscellaneousReverse takeoverswww.handbook.fca.org.uk Release 21 Jul 2022

LR ContentsLR 6Additional requirements for premium listing (commercial 36.146.15ApplicationHistorical financial information requirementsRevenue earning track record requirementIndependent businessControlling shareholdersControl of the businessWorking capitalWarrants or options to subscribeConstitutional arrangementsSpecialist companies: mineral companiesSpecialist companies: scientific research based companiesSpecialist companies: property companiesExternally managed companiesShares in public handsShares of a third country companyLR 7Listing Principles and Premium Listing Principles7.17.2Application and purposeThe Listing and Premium Listing PrinciplesLR 8Sponsors: Premium listing8.18.28.38.48.58.68.7ApplicationWhen a sponsor must be appointed or its guidance obtainedRole of a sponsor: generalRole of a sponsor: transactionsResponsibilities of listed companiesCriteria for approval as a sponsorSupervision of sponsorsLR 9Continuing obligations9.19.29.39.49.59.69.7A9.89 Annex 19 Annex 2LR 1010.1 Release 21PreliminaryRequirements with continuing applicationContinuing obligations: holdersDocuments requiring prior approvalTransactionsNotificationsPreliminary statement of annual results, and statement of dividendsAnnual financial reportTHE MODEL CODE (R)Data on the diversity of the individuals on a listed company’s board andin its executive managementSignificant transactions: Premium listingPreliminary Jul 2022www.handbook.fca.org.ukLR–ii

LR Contents10.210.310.410.510.610.710.810 Annex 1LR 1111.111 Annex 1LR 1212.112.212.312.412.512.6LR 1313.113.213.313.413.513.613.713.813 Annex 1LR 1414.114.214.314 Annex 1LR 1515.115.215.3LR–iiiClassifying transactionsClass 2 requirementsClass 1 requirements[deleted]Transactions by specialist companiesMiscellaneousThe Class TestsRelated party transactions: Premium listingRelated party transactionsTransactions to which related party transaction rules do not applyDealing in own securities and treasury shares: Premium listingApplicationProhibition on purchase of own securitiesPurchase from a related partyPurchase of own equity sharesPurchase of own securities other than equity sharesTreasury sharesContents of circulars: Premium listingPreliminaryApproval of circularsContents of all circularsClass 1 circularsFinancial information in Class 1 CircularsRelated party circularsCirculars about purchase of own equity sharesOther circularsClass 1 circularsStandard listing (shares)ApplicationRequirements for listingContinuing obligationsData on the diversity of the individuals on a listed company’s board andin its executive managementClosed-Ended Investment Funds: Premium listingApplicationRequirements for listingListing applications and procedureswww.handbook.fca.org.uk Release 21 Jul 2022

LR Contents15.415.515.6LR 1616.216.316.4LR 16A16A.116A.216A.3LR 1717.117.217.317.417.5LR 1818.118.218.318.4LR 1919.119.219.319.419.5LR 2020.120.220.320.4 Release 21Continuing obligationsTransactionsNotifications and periodic financial informationOpen-ended investment companies: Premium listing [deleted][deleted][deleted][deleted]Open-ended investment companies: Standard listingApplicationRequirements for listing and listing applicationsRequirements with continuing applicationDebt and debt-like securities: Standard listingApplicationRequirements for listing and listing applicationsRequirements with continuing application[deleted]Requirements for states, regional and local authorities and publicinternational bodiesCertificates representing certain securities: Standard listingApplicationRequirements for listingListing applicationsContinuing obligationsSecuritised derivatives: Standard listingApplicationRequirements for listingListing applicationsContinuing obligationsDisclosuresMiscellaneous Securities: Standard listingApplicationRequirements for listingListing applicationsContinuing obligations Jul 2022www.handbook.fca.org.ukLR–iv

LR Contents20.5LR 2121.121.221.321.421.521.621.721.821.921.10LR App 1App 1.1DisclosuresSovereign Controlled Commercial Companies: Premium listingApplicationRequirements for listing: Equity sharesListing applications and procedures: Equity sharesContinuing obligations: Equity sharesTransactions with related parties: Equity sharesRequirements for listing: Certificates representing sharesListing applications and procedures: Certificates representing sharesContinuing obligations: Certificates representing sharesTransactions and circulars: certificates representing sharesTransactions with related parties: certificates representing sharesRelevant definitionsRelevant definitionsLR App 2Annual Financial Report for certain listed companies [deleted]LR App 3List of Regulatory Information Services [deleted]Transitional provisions and SchedulesTR 1TR 2TR 3TR 4TR 5TR 6TR 7TR 8TR 9TR 10TR 11TR 12TR 13TR 14TR 14ALR–vTransitional Provisions: General and Venture Capital TrustsTransitional Provision for closed-ended investment funds listed before28 September 2007Transitional Provisions for Investment Entities already listed under LR 14Transitional Provision for Issuers with a Premium Listing that areOverseas CompaniesTransitional Provision for companies incorporated in the United KingdomTransitional Provision for overseas companiesTransitional Provision for issuers with shares that do not confer fullvoting rightsTransitional Provisions for the Combined CodeTransitional Provision for a company that has a premium listing of equityshares but does not comply with LR 9.2.20RTransitional Provision in relation to new sponsor servicesTransitional Provisions in relation to Annual Financial Report [deleted]Transitional Provisions in relation to continuing obligations regardingpremium listingTransitional Provisions for the UK Corporate Governance CodeTransitional Provisions in relation to DTR 7.3 (Related partytransactions)Transitional Provisions in relation to climate-related financial disclosuresunder LR 9.8.6R(8)www.handbook.fca.org.uk Release 21 Jul 2022

LR ContentsTR 15TR 16TR 17TR 18Sch 1Sch 2Sch 3Sch 4Sch 5Sch 6 Release 21Transitional Provisions for a prospectus approved before IP completiondayTransitional Provisions in relation to market capitalisation under LR2.2.7 R(1)Transitional Provisions in relation to climate-related financial disclosuresunder LR 14.3.27R and LR 9.8.6R(8)Transitional Provisions in relation to diversity and inclusion[to follow][to follow][to follow]Powers exercised[to follow]Rules that can be waived Jul 2022www.handbook.fca.org.ukLR–vi

LR ContentsLR–viiwww.handbook.fca.org.uk Release 21 Jul 2022

Listing RulesChapter 1Preliminary: All securities Release 21 Jul 2022www.handbook.fca.org.ukLR 1/1

LR 1 : Preliminary: All securitiesSection 1.1 : Introduction11.1IntroductionNote: ESMA has also issued guidelines under article 16(3) of the ESMARegulation covering ‘Alternative Performance Measures’. See ESMAguidelines: Alternative Performance Measures dated 5 October 2015 (ESMA/2015/1415).Application.1.1.1RLR applies as follows:(1) all of LR (other than LR 8.3, LR 8.4, LR 8.6 and LR 8.7) applies toan issuer; and(2) LR 1, LR 8.1, LR 8.3, LR 8.4, LR 8.6 and LR 8.7 apply to a sponsorand a person applying for approval as a sponsor.Other relevant parts of HandbookNote: Other parts of the Handbook that may also be relevant to issuers orsponsors include DTR (the Disclosure Guidance and Transparency Rulessourcebook), PRR (the Prospectus Regulation Rules sourcebook), COBS (theConduct of Business sourcebook), DEPP (Decision Procedure and PenaltiesManual), Chapter 9 of SUP (the Supervision manual) and GEN (GeneralProvisions).The following Regulatory Guides may also be relevant to issuers or sponsors:1. The Enforcement Guide (EG)2. [intentionally blank]LR 1/2www.handbook.fca.org.uk Release 21 Jul 2022

LR 1 : Preliminary: All securitiesSection 1.2 : Modifying rules and consultingthe FCA11.2Modifying rules and consulting theFCAModifyingor dispensing with rules.1.2.1R(1) The FCA may dispense with or modify the listing rules in such casesand by reference to such circumstances as it considers appropriate(subject to the Act).(2) A dispensation or modification may be either unconditional or subjectto specified conditions.(3) If an issuer or sponsor has applied for, or been granted, adispensation or modification, it must notify the FCA immediately itbecomes aware of any matter which is material to the relevance orappropriateness of the dispensation or modification.(4) The FCA may revoke or modify a dispensation or modification.1.2.2R(1) An application to the FCA to dispense with or modify a listing rulemust be in writing.(2) The application must:(a) contain a clear explanation of why the dispensation ormodification is requested;(b) include details of any special requirements, for example, the dateby which the dispensation or modification is required;(c) contain all relevant information that should reasonably bebrought to the FCA's attention;(d) contain any statement or information that is required by thelisting rules to be included for a specific type of dispensation ormodification; and(e) include copies of all documents relevant to the application.1.2.3GAn application to dispense with or modify a listing rule should ordinarily bemade:(1) for a listing rule that is a continuing obligation, at least five businessdays before the proposed dispensation or modification is to takeeffect; and(2) for any other listing rule, at least ten business days before theproposed dispensation or modification is to take effect. Release 21 Jul 2022www.handbook.fca.org.ukLR 1/3

LR 1 : Preliminary: All securitiesSection 1.2 : Modifying rules and consultingthe FCACompaniesin severe financial difficulty.11.2.4GIf an issuer applies to the FCA to dispense with or modify a listing rule onthe basis that it is in severe financial difficulty, the FCA would ordinarilyexpect the issuer to comply with the conditions in LR 10.8 (to the extentrelevant to the particular rule for which the dispensation or modification issought). In particular, the FCA would expect the issuer to comply with thoseconditions that are directed at demonstrating that it is in severe financialdifficulty.Earlyconsultation with the FCA.1.2.5GAn issuer or sponsor should consult with the FCA at the earliest possiblestage 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 ormodify a listing rule.1.2.6GWhere a listing rule refers to consultation with the FCA, submissions shouldbe made in writing other than in circumstances of exceptional urgency or inthe case of a submission from a sponsor in relation to the provision of asponsor service.Address for correspondenceNote:The FCA's address for correspondence is:The Financial Conduct Authority12 Endeavour SquareLondon, E20 1JNTel: 020 7066 /contact/request-individualguidanceLR 1/4www.handbook.fca.org.uk Release 21 Jul 2022

LR 1 : Preliminary: All securitiesSection 1.3 : Information gathering andpublication11.3Information gathering andpublicationInformationgathering.1.3.1RAn issuer must provide to the FCA as soon as possible:(1) any information and explanations that the FCA may reasonablyrequire to decide whether to grant an application for admission;(2) any information that the FCA considers appropriate to protectinvestors or ensure the smooth operation of the market; and [Note:Article 16.1 CARD](3) any other information or explanation that the FCA may reasonablyrequire to verify whether listing rules are being and have beencomplied with.FCAmay require issuer to publish information.1.3.2R(1) The FCA may, at any time, require an issuer to publish suchinformation in such form and within such time limits as it considersappropriate to protect investors or to ensure the smooth operation ofthe market. [Note: Article 16.2 CARD](2) If an issuer fails to comply with a requirement under paragraph (1)the FCA may itself publish the information (after giving the issuer anopportunity to make representations as to why it should not bepublished). [Note: Article 16.2 CARD]Misleadinginformation not to be published.1.3.3RAn issuer must take reasonable care to ensure that any information itnotifies to a RIS or makes available through the FCA is not misleading, falseor deceptive and does not omit anything likely to affect the import of theinformation.Notificationwhen a RIS is not open for business.1.3.4RIf an issuer is required to notify information to a RIS at a time when a RIS isnot open for business it must distribute the information as soon as possibleto:(1) not less than two national newspapers in the United Kingdom;(2) two newswire services operating in the United Kingdom; and Release 21 Jul 2022www.handbook.fca.org.ukLR 1/5

LR 1 : Preliminary: All securitiesSection 1.3 : Information gathering andpublication(3) a RIS for release as soon as it opens.1LR 1/6www.handbook.fca.org.uk Release 21 Jul 2022

LR 1 : Preliminary: All securitiesSection 1.4 : Miscellaneous11.4MiscellaneousAppointmentof sponsor.1.4.1R(1) If it appears to the FCA that there is, or there may be, a breach of thelisting rules or the disclosure requirements and transparency rules byan issuer with a premium listing, the FCA may in writing require theissuer to appoint a sponsor to advise the issuer on the application ofthe listing rules, the disclosure requirements and the transparencyrules.(2) If required to do so under (1), an issuer must, as soon as practicable,appoint a sponsor to advise it on the application of the listing rules,the disclosure requirements and the transparency rules.[Note: LR 8.2 sets out the various circumstances in which an issuer mustappoint, or obtain guidance from, a sponsor.]Overseascompanies.1.4.2RIf a listing rule refers to a requirement in legislation applicable to a listedcompany incorporated in the United Kingdom, a listed overseas companymust comply with the requirement so far as:(1) information available to it enables it to do so; and(2) compliance is not contrary to the law in its country of incorporation.1.4.3RA listed overseas company must, if required to do so by the FCA, provide theFCA with a letter from an independent legal adviser explaining whycompliance with a requirement referred to in LR 1.4.2 R is contrary to thelaw in its country of hlanguage.1.4.6R Release 21A document that is required under a listing rule to be filed, notified to a RIS,provided to the FCA or sent to security holders must be in English. Jul 2022www.handbook.fca.org.ukLR 1/7

LR 1 : Preliminary: All securitiesSection 1.4 : MiscellaneousMarketabuse safe harbours.11.4.7R[deleted]Fees.1.4.8GThe provisions relating to periodic fees for issuers and sponsors are set out in FEES 1, 2 and 4.ElectronicCommunication.1.4.9G(1) If the listing rules require an issuer to send documents to its securityholders, the issuer may, in accordance with DTR 6.1.8 R, use electronicmeans to send those documents.1.4.9ARA reference to a copy (or copies) of a document in the listing rules includes acopy (or copies) of a document produced, recorded or stored using electronicmeans.1.4.10R[deleted]Useof an RIS.LR 1/81.4.11RWhere a listing rule requires an issuer subject to DTR 6.3.1 R to use theservices of an RIS, the issuer must comply with the provisions of DTR 6.3.1.4.12RWhere a listing rule requires an issuer who is not subject to DTR 6.3.1 R touse 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 disclosedunder articles 17 and 19 of the Market Abuse Regulation or the DTR.www.handbook.fca.org.uk Release 21 Jul 2022

LR 1 : Preliminary: All securitiesSection 1.5 : Standard and Premium Listing11.5Standard and Premium ListingStandardand premium listing explained.1.5.1G(1) Under the listing rules each issuer must satisfy the requirements inthe rules that are specified to apply to it and its relevant securities. Insome cases a listing is described as being either a standard listing or apremium listing.(2) A listing that is described as a standard listing sets requirements thatare based on the minimum standards set out in the United Kingdomprovisions which implemented CARD and the TD. A listing that isdescribed as a premium listing will include requirements that exceedthose required under the United Kingdom provisions whichimplemented CARD and the TD.(3) Premium listing exists for:(a) equity shares of:commercial companies,closed-ended investment funds, and[deleted]sovereign controlled commercial companies; and(b) certificates representing shares of sovereign controlledcommercial companies.Any other listing will be a standard listing.(4) In the case of equity shares of a commercial company or equity sharesor certificates representing shares of a sovereign controlledcommercial company, an issuer will have a choice under the listingrules as to whether it has a standard listing or a premium listing. Thetype of listing it applies for will therefore determine the requirementsit must comply with.(5) LR 5.4A provides a process for the transfer of the category of listingof equity shares and for the transfer of the category of listing ofcertificates representing shares.(6) In one case, for further classes of equity shares of a closed-endedinvestment fund, the equity shares may be admitted to a standardlisting provided that, and only for so long as, the issuer has apremium listing of equity shares. Release 21 Jul 2022www.handbook.fca.org.ukLR 1/9

LR 1 : Preliminary: All securitiesSection 1.5 : Standard and Premium ListingMisleadingstatements about status.11.5.2LR 1/10RAn issuer that is not an issuer with a premium listing must not describe itselfor hold itself out (in whatever terms) as having a premium listing or makeany representation which suggests, or which is reasonably likely to beunderstood as suggesting, that it has a premium listing or complies or isrequired to comply with the requirements that apply to a premium listing.www.handbook.fca.org.uk Release 21 Jul 2022

LR 1 : Preliminary: All securitiesSection 1.6 : Listing Categories11.6Listing Categories1.6.1G[deleted]1.6.1ARAn issuer must comply with the rules that are applicable to every security inthe 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](3A) premium listing (sovereign controlled commercial company);(4) standard listing (shares);(4A) standard listing (open-ended investment companies);(5) standard listing (debt and debt-like securities);(6) standard listing (certificates representing certain securities);(7) standard listing (securitised derivatives);(8) standard listing (miscellaneous securities).1.6.2R Release 21An issuer must inform the FCA if the characteristics of a security change sothat the security no longer meets the definition of a security in the categoryin which it has been placed. Jul 2022www.handbook.fca.org.ukLR 1/11

LR 1 : Preliminary: All securitiesSection 1.6 : Listing Categories1LR 1/12www.handbook.fca.org.uk Release 21 Jul 2022

LR 1 : Preliminary: All securitiesAnnex 1Market abuse safe harbours1[deleted] Release 21 Jul 2022www.handbook.fca.org.ukLR 1 Annex 1/1

LR 1 : Preliminary: All securitiesAnnex 11LR 1 Annex 1/2www.handbook.fca.org.uk Release 21 Jul 2022

Listing RulesChapter 2Requirements for listing: Allsecurities Release 21 Jul 2022www.handbook.fca.org.ukLR 2/1

LR 2 : Requirements for listing:All securities2.1Section 2.1 : PreliminaryPreliminary2Application.2.1.1RThis chapter applies to all applicants for admission to listing (unless a rule isspecified only to apply to a particular type of applicant or security).Refusalof applications.2.1.2GUnder the Act, the FCA may not grant an application for admission unless itis satisfied that:(1) the requirements of the listing rules are complied with; and(2) any special requirement (see LR 2.1.4 R) is complied with.2.1.3GUnder the Act, the FCA may also refuse an application for admission if itconsiders that:(1) admission of the securities would be detrimental to investors'interests; or(2) for securities already listed in a third country, the issuer has failed tocomply with any obligations under that listing.Specialrequirements.2.1.4R(1) The FCA may make the admission of securities subject to any specialrequirement that it considers appropriate to protect investors. [Note:article 12 CARD](2) The FCA must explicitly inform the issuer of any special requirementthat it imposes. [Note: article 12 CARD]Noconditional admission.2.1.5LR 2/2GThe FCA is not able to make the admission of securities conditional on anyevent. The FCA may, in particular cases, seek confirmation from an issuerbefore the admission of securities that the admission does not purport to beconditional on any matter.www.handbook.fca.org.uk Release 21 Jul 2022

LR 2 : Requirements for listing:All securities2.2Section 2.2 : Requirements for all securitiesRequirements for all securities2Incorporation.2.2.1RAn applicant (other than a public sector issuer) must be:(1) duly incorporated or otherwise validly established according to therelevant laws of its place of incorporation or establishment; and(2) operating in conformity with its constitution. [Note: articles 42 and 52CARD]Validity.2.2.2RTo be listed, securities must:(1) conform with the law of the applicant's place of incorporation;(2) be duly authorised according to the requirements of the applicant'sconstitution; and(3) have any necessary statutory or other consents. [Note: articles 45 and53 CARD]Admissionto trading.2.2.3ROther than in regard to securities to which LR 4 applies, to be listed, equityshares must be admitted to trading on a regulated market for listedsecurities. All other securities must be admitted to trading on a RIE's marketfor listed securities.Transferability.2.2.4R(1) To be listed, securities must be freely transferable. [Note: articles 46,54 and 60 CARD](2) To be listed, shares must be fully paid and free from all liens andfrom any restriction on the right of transfer (except any restrictionimposed for failure to comply with a notice under section 793 of theCompanies Act 2006 (Notice by company requiring information aboutinterests in its shares)).2.2.5G Release 21The FCA may modify LR 2.2.4 R to allow partly paid securities to be listed ifit is satisfied that their transferability is not restricted and investors havebeen provided with appropriate information to enable dealings in the Jul 2022www.handbook.fca.org.ukLR 2/3

LR 2 : Requirements for listing:All securitiesSection 2.2 : Requirements for all securitiessecurities to take place on an open and proper basis. [Note: articles 46 and54 CARD]22.2.6GThe FCA may in exceptional circumstances modify or dispense with LR 2.2.4 R where the applicant has the power to disapprove the transfer ofshares if the FCA is satisfied that this power would not disturb the market inthose shares. [Note: article 46 CARD]Marketcapitalisation.2.2.7R(1) The expected aggregate market value of all securities (excludingtreasury shares and shares of a closed-ended investment fund oropen-ended investment company) to be listed must be at least:(a) 30 million for shares; and(b) 200,000 for debt securities.(1A) The expected aggregate market value of shares of a closed-endedinvestment fund or open-ended investment company to be listedmust be at least 700,000.(2) Paragraph (1) does not apply to tap issues where the amount of thedebt securities is not fixed.(3) Paragraphs (1) and (1A) do not apply if securities of the same class arealready listed. [Note: articles 43 and 48 CARD]2.2.8GThe FCA may modify LR 2.2.7 R to admit securities of a lower value if it issatisfied that there will be an adequate market for the securities concerned.[Note: articles 43 and 58 CARD]Wholeclass to be listed.2.2.9RAn application for listing of securities of any class must:(1) if no securities of that class are already listed, relate to all securities ofthat class, issued or proposed to be issued; or(2) if securities of that class are already listed, relate to all furthersecurities of that class, issued or proposed to be issued. [Note: articles49, 56 and 62 CARD]Prospectus.2.2.10R(1) This rule applies if:(a) a prospectus must be approved and published for the securities;or(b) the applicant is permitted and elects to draw up a prospectus forthe securities.LR 2/4www.handbook.fca.org.uk Release 21 Jul 2022

LR 2 : Requirements for listing:All securitiesSection 2.2 : Requirements for all securities(2) To be listed a prospectus must have been approved by the FCA andpublished in relation to the securities.2Listingparticulars.2.2.11R(1) This rule applies if, under LR 4, listing particulars must be approvedand published for securities.(2) To be listed, listing particulars for the securities must have beenapproved by the FCA and published in accordance with LR 4.Convertible securities and miscellaneous securities carryingtheright to buy or subscribe for other securities.2.2.12RConvertible securities and miscellaneous securities giving the holder the rightto buy or subscribe for other securities may be admitted to listing only if thesecurities into which they are convertible or over which they give a right tobuy or subscribeare already, or will become at the same time:(1) listed securities; or(2) securities listed on a regulated, regularly operating, recognised openmarket. [Note: article 59 CARD]2.2.13GThe FCA may dispense with LR 2.2.12 R if it is satisfied that holders of theconvertible securities have a

TR 16 Transitional Provisions in relation to market capitalisation under LR 2.2.7 R(1) TR 17 Transitional Provisions in relation to climate-relatedfinancial disclosures under LR 14.3.27R and LR 9.8.6R(8) TR 18 Transitional Provisions in relation to diversity and inclusion Sch 1 [to follow] Sch 2 [to follow] Sch 3 [to follow] Sch 4 Powers exercised Sch 5 [to follow] Sch 6 Rules that can be .